<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________ to _______________________
Commission file number 1-9891
----------
HADSON CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-0679954
------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2777 Stemmons Freeway, Suite 700, Dallas, Texas 75356-9550
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
214-640-6800
--------------------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
----- -----
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes X . No .
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Class Outstanding at September 30, 1994
---------------------------- ---------------------------------
Common Stock, par value $.01 25,690,890 shares
<PAGE> 2
HADSON CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page
--------
<S> <C>
PART I. Financial Information:
Item 1. Financial Statements
Consolidated Balance Sheets
December 31, 1993 and September 30, 1994 (Unaudited) 2
Consolidated Statements of Operations (Unaudited)
Three and Nine Months Ended September 30, 1993 and 1994 3
Consolidated Statements of Cash Flow (Unaudited)
Nine Months Ended September 30, 1993 and 1994 4
Notes to Consolidated Financial Statements (Unaudited) 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
PART II. Other Information:
Item 6. Exhibits 11
</TABLE>
<PAGE> 3
HADSON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, September 30,
1993 1994
------------ -------------
(Unaudited)
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 2,466 606
Accounts receivable 85,097 92,520
Inventories 5,754 10,666
Prepaid expenses and other current assets 9,363 5,035
----------- --------
Total current assets 102,680 108,827
----------- --------
Property, equipment and improvements at costs, net 99,431 96,980
Gas supply contract 6,798 6,070
Other assets 2,732 3,356
----------- --------
$ 211,641 215,233
=========== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Bank borrowing and current long-term debt $ 1,000 10,000
Accounts payable 88,872 89,968
Accrued liabilities 6,137 3,692
Deferred revenue 2,537 4,055
----------- --------
Total current liabilities 98,546 107,715
----------- --------
Long-term debt 55,800 52,900
Other long-term liabilities 15,123 13,011
Deferred income taxes 2,699 2,295
Stockholder's equity:
Preferred stock, par value $.01 per share
Authorized, 25,000,000 shares:
Senior Cumulative, Series A; issued 2,080,000 and 2,271,496 shares,
at aggregate carrying value 49,000 53,511
Junior Exercisable Automatically Convertible, Series B; issued
4,983,180 and 4,981,743 shares, at par value 50 50
Common stock, par value $.01 per share
Authorized, 35,000,000 ;
issued 25,689,147 and 25,690,890 shares 257 257
Additional paid-in capital 196,625 196,621
Accumulated deficit (206,459) (211,127)
----------- --------
Total stockholders' equity 39,473 39,312
----------- --------
$ 211,641 215,233
=========== ========
</TABLE>
See accompanying notes to consolidated financial statements
-2-
<PAGE> 4
HADSON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Data)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
----------------------------- -----------------------------
1993 1994 1993 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Sales $ 123,056 191,859 376,030 561,942
Gain on insurance recovery - - - 1,257
Equity in earnings of unconsolidated
affiliate - - 629 -
Gain on disposition of investment in
unconsolidated affiliate 3,355 - 3,355 -
Interest and other income 263 66 452 426
--------- ------- ------- -------
126,674 191,925 380,466 563,625
--------- ------- ------- -------
Expenses:
Cost of sales and services 121,217 185,487 366,547 540,607
Depreciation and amortization 1,603 2,573 4,669 7,702
Selling, general and administrative 3,871 4,140 11,752 12,247
Interest 447 1,192 2,249 3,538
Settlement of litigation 475 - 475 -
--------- ------- ------- -------
127,613 193,392 385,692 564,094
Loss from continuing operations before income
taxes (939) (1,467) (5,226) (469)
Income tax benefit - 447 - 313
--------- ------- ------- -------
Loss from continuing operations (939) (1,020) (5,226) (156)
Discontinued operations:
Gain on contract settlement 5,681 - 5,681 -
--------- ------- ------- -------
Net earnings (loss) 4,742 (1,020) 455 (156)
Preferred stock dividend requirements (382) (1,476) (1,162) (4,274)
--------- ------- ------- -------
Net earnings (loss) attributable to common stock $ 4,360 (2,496) (707) (4,430)
========= ======= ======= =======
Earnings (loss) per common share and common
equivalent share:
Continuing operations $ (.15) (.09) (.75) (.17)
Discontinued operations .67 - .67 -
--------- ------- ------- -------
Net earnings (loss) $ .52 (.09) (.08) (.17)
========= ======= ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
-3-
<PAGE> 5
HADSON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOW
(In Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
--------------------------------
1993 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss from continuing operations $ (5,226) (156)
Items not affecting cash flow:
Depreciation and amortization 4,669 7,702
Gain on insurance recovery - (1,257)
Deferred income taxes - (404)
Equity in earnings of unconsolidated affiliate and other (953) 7
Gain on disposition of unconsolidated affiliate (3,355) -
Accruals of operating cash receipts and payments:
Change in trade receivables (5,583) (8,648)
Change in inventories (4,766) (4,912)
Change in prepaid expenses and other current assets (2,842) 1,553
Change in current liabilities 19,816 1,663
--------- ------
Cash flow provided (used) by operating activities 1,760 (4,452)
--------- ------
Cash flows from investing activities:
Additions to property, equipment and improvements (2,103) (6,238)
Dispositions of properties 57 2,844
Proceeds from insurance recovery - 3,403
Disposition of investment in unconsolidated affiliate 42,000 -
Other (743) 208
--------- ------
Cash flows provided by investing activities 39,211 217
--------- ------
Cash flows from financing activities:
Net borrowings from banks 274 7,100
Repayments of borrowings (35,248) (1,000)
Transaction costs related to restructuring (1,570) (3,725)
--------- ------
Cash flows provided (used) by financing activities (36,544) 2,375
--------- ------
Net increase (decrease) in cash and cash equivalents 4,427 (1,860)
Cash and cash equivalents at beginning of period 3,445 2,466
--------- ------
Cash and cash equivalents at end of period $ 7,872 606
========= ======
Supplemental disclosures of cash flow information:
Cash paid for:
Interest (net of amounts capitalized and including amounts
attributable to discontinued operations) 2,605 3,807
Income taxes (net of refunds) (10) 143
--------- ------
$ 2,595 3,950
========= ======
</TABLE>
See accompanying notes to consolidated financial statements
-4-
<PAGE> 6
HADSON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1994
(UNAUDITED)
1. The accompanying financial information includes the financial position of
Hadson Corporation and Subsidiaries (the "Company") as of December 31,
1993 and September 30, 1994, the results of operations for the three and
nine month periods ended September 30, 1993 and 1994, and changes in cash
flows for the nine month periods ended September 30, 1993 and 1994. The
financial information is prepared in conformity with generally accepted
accounting principles, and such principles are applied on a basis
consistent with those reflected in the 1993 Form 10-K filed with the
Securities and Exchange Commission. The financial information included
herein, other than the consolidated balance sheet as of December 31,
1993, has been prepared by management without audit by independent
certified public accountants who do not express an opinion thereon. The
consolidated balance sheet as of December 31, 1993 has been derived from,
but does not include all the disclosures contained in, the audited
consolidated financial statements for the year ended December 31, 1993.
Certain reclassifications have been made in the consolidated financial
statements for periods presented in 1993 to conform to the presentation
used for the 1994 financial statements. The information furnished
includes all adjustments and accruals consisting of normal recurring
accrual adjustments which are, in the opinion of management, necessary
for a fair presentation of results for the interim period.
2. The results of operations for the three and nine month periods ended
September 30, 1994 are not necessarily indicative of the results to be
expected for the full year.
3. For the three and nine month periods ended September 30, 1993 and 1994,
net loss per common share is based upon the weighted average shares of
common stock outstanding of 8,727,000, 8,492,000, 25,691,000 and
25,691,000, respectively. The weighted average shares of common stock
are computed after giving effect to the approximate one-for-15 reverse
split of the Company's common stock that occurred on December 14, 1993.
Primary earnings per common share include the effect of common stock
equivalents which would arise from the exercise of stock options and
warrants, unless such effect would be anti-dilutive. Fully diluted
earnings per common share assume the conversion of convertible debt and
equity securities and common stock equivalents, unless such items would
be anti-dilutive. Primary and fully diluted earnings per share are the
same for all periods presented.
4. The Company and certain of its subsidiaries purchase natural gas from and
sell natural gas to Santa Fe Energy Resources, Inc. ("Santa Fe") and
certain of its subsidiaries. For the three and nine month periods ended
September 30, 1993 and 1994, purchases from Santa Fe totalled
approximately $5,174,000, $11,864,000, $21,971,000 and $78,366,000,
respectively, while sales to Santa Fe totalled approximately $63,000,
$119,000, $4,460,000 and $14,234,000, respectively. Trade payables to
Santa Fe at September 30, 1993 and 1994, were $3,643,000 and $5,667,000
respectively, while trade receivables from Santa Fe were $3,000 and
$1,758,000, respectively.
-5-
<PAGE> 7
5. In November 1994, Santa Fe and several of the Company's subsidiaries
settled a lawsuit with third parties related to certain of the assets
sold to the Company by Santa Fe in December 1993. The settlement
totalled $5,700,000 with the Company's share of $2,350,000 being funded
by Santa Fe with a ten-year, 9% fixed rate balloon note with interest
payable annually. This note will be subordinated to the Company's other
lenders. The settlement will be accounted for as an adjustment to the
price of the assets purchased from Santa Fe.
The Company is subject to other various legal proceedings and claims that
arise in the normal course of business. In the opinion of management,
based in part on consultation with counsel, the amount of ultimate
liability, if any, with respect to those actions will not have a material
adverse effect on the Company's financial position.
-6-
<PAGE> 8
HADSON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A. MATERIAL CHANGES IN FINANCIAL CONDITION
For the three and nine months ended September 30, 1994, the Company's
earnings from continuing operations before interest, taxes, depreciation and
amortization amounted to $2,298,000 and $10,771,000, respectively, as compared
to $1,111,000 and $1,692,000, respectively, for the same periods in 1993.
This improvement is a result of improvements in the Company's operations
subsequent to the acquisition of Adobe Gas Pipeline Company from Santa Fe
(the "Acquisition") which was completed in December 1993. In addition to the
cash flow provided from the gas gathering, transmission and processing
facilities that were acquired in this transaction, the Company's natural gas
marketing volumes have increased significantly as more fully discussed below.
This increase is due largely to expanded capacity to acquire supplies of
natural gas. The Company's ability to continue to increase these activities is
largely dependent, in part, on its access to trade credit from suppliers of
natural gas and its capacity to augment this open trade credit with stand-by
letters of credit. The Company's improved financial condition and operating
results have served to improve its ability to gain more favorable trade credit
terms. However, these improvements have been offset to a large degree by
continually increasing concerns within the natural gas industry over credit
exposure. In addition, the Company's rapid growth has placed increased demands
on its existing credit and working capital capacities.
Concurrently with the completion of the transaction with Santa Fe, the
Company's working capital facility with the Bank of Montreal was expanded to
$50,000,000 from $37,500,000, thereby increasing the Company's capacity to
issue letters of credit to support purchases of natural gas. In April 1994,
the Company and Bank of Montreal completed the syndication of this credit
facility to four additional banks thereby expanding the total capacity of the
facility to $60,000,000. The Company and its bank lenders are currently
discussing an expansion of this facility that would increase the Company's
access to letters of credit and working capital.
In April 1994, one of the Company's gas processing plants sustained
damage as a result of a fire. The damage to the plant was fully covered by
insurance, except for a small deductible amount. The accompanying statement of
operations reflects a $1,257,000 gain that resulted from the receipt of
insurance proceeds in excess of the net book value of damaged property plus
actual and estimated expenses to be incurred by the plant during its
non-operational period. Substantially all of the proceeds were reinvested as
capital expenditures to the plant. The Company completed repairs and resumed
operations at the facility in October 1994.
-7-
<PAGE> 9
HADSON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
B. MATERIAL CHANGES IN RESULTS OF OPERATIONS
As an aid in understanding the Company's operating results, the
following table shows operating profit by line of business for the periods
indicated. Operating profit is defined as sales of energy products and
services less cost of sales which includes operating expenses.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- -------------------------
1993 1994 1993 1994
---- ---- ---- ----
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Operating Profit:
Natural gas marketing $ 1,161 4,032 $ 4,283 13,706
Gas gathering, processing and transmission 409 1,871 3,607 6,263
Natural gas liquids ("NGL") marketing 269 469 1,593 1,366
-------- ----- ------- ------
$ 1,839 6,372 $ 9,483 21,335
======== ===== ======= ======
</TABLE>
Natural Gas Marketing
Average daily volumes and gross profit margins related to the
marketing of natural gas are provided below.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- ----------------------
1993 1994 1993 1994
---- ---- ---- ----
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Natural Gas Marketing
Sales Volumes (MMBTU/Day) 499 982 484 902
Average Gross Margin .025 .046 .032 .056
</TABLE>
Natural gas volumes and margins have increased dramatically in the
first nine months of 1994 as compared to 1993. Sales volumes also increased
over 12% from the second to the third quarter of 1994. The increase in 1994
volumes results primarily from the effects of the Acquisition which was
completed in December 1993, and the resulting increased access to natural gas
supplies. These additional supplies arose from (a) production purchased from
Santa Fe pursuant to the gas purchase contract acquired as a part of the
Acquisition, (b) additional letter of credit capacity to secure gas purchases,
(c) greater availability of open credit from suppliers and (d) lower prices in
the third quarter of 1994 that allowed the Company to acquire more units with
its existing credit capacity.
-8-
<PAGE> 10
HADSON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The Acquisition and debt and equity recapitalization which was
completed concurrently with the Acquisition have strengthened the Company's
financial position. This improved financial position and continued improvement
in the Company's operating results has led to increased open trade credit lines
with certain suppliers. Record demand for natural gas during portions of
January and February in certain parts of the country and the resulting
significant increases in natural gas prices in some instances provided for the
Company to enhance its margins in the first quarter of 1994. Although margins
in the third quarter of 1994 were lower than the first or second quarter of
1994, they were 84% higher than the margins achieved in the third quarter of
1993. The lower third quarter 1994 margins reflect increased spot marketing
activity and seasonally expected declines in sales under certain higher margin
contracts. Margins for the first nine months of 1993 were adversely affected
by losses from certain contracts with small institutional and retail customers.
These contracts were renegotiated in the third quarter of 1993 and have
returned to profitable levels.
In June 1994, the Company entered into gas storage transactions with
forward gas purchase and sale contracts. This activity was supplemented by the
purchase of physical gas in the third quarter which was injected into storage
and will eventually be sold based on the underlying forward sales contracts.
The profit margin of $502,000 from these transactions is reflected in the value
of inventories and resulted in a decrease to cost of sales and services in the
third quarter of 1994.
Gas Gathering, Processing and Transmission
Average daily natural gas throughput through the Company's gathering
and transmission systems, the Company's net share of average daily NGL
production from its processing plants and NGL prices are summarized in the
following table.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------- -------------------
1993 1994 1993 1994
---- ---- ---- ----
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
Gas gathering and transmission systems:
Natural gas throughput (MMBTU/Day) 86 131 78 117
Processing Plants:
NGL production (MGAL/Day) 113 105 120 128
NGL sales price ($/GAL) $.235 .227 $.254 .215
</TABLE>
Natural gas throughput through the Company's gathering and
transmission systems and NGL production was higher in the first nine months of
1994 as compared to 1993 due to the acquisition of additional pipeline systems
and processing plants in December 1993. As a result of the fire at one of the
Company's gas processing facilities, there has been no production from that
facility since early April. In June 1994, the natural gas normally processed
at this facility was diverted to a third party processing plant. NGL sales
prices were approximately 15% lower in the first nine months of 1994 verses the
first nine months of 1993. Gross profit per barrel of NGL produced is
significantly lower in the first nine months of 1994 compared to 1993 due to
the lower NGL prices and lower recovery efficiencies at the third party
processing plant. The fire damages have been completed, and the plant has
resumed operations in October 1994.
-9-
<PAGE> 11
HADSON CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
NGL Marketing
Average daily volumes and gross profit margins relating to NGL
marketing are provided below.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------ ------------------
1993 1994 1993 1994
---- ---- ---- ----
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
NGLs:
Sales Volumes (MGAL/Day) 1,070 1,156 1,062 1,080
Average Gross Margin ($/Gal) .004 .004 .006 .004
</TABLE>
Sales volumes for NGL's have remained relatively consistent when
comparing the nine months ended September 30, 1994 to the same period in 1993.
Gross margins have decreased because of continually increasing competition.
Other
Depreciation and amortization for the 1994 periods are greater than in
the 1993 periods because of the effect of the gas gathering, processing and
transmission assets acquired in the Acquisition as well as the effect of
amortizing the gas supply contract also acquired at that time.
Interest expense was higher in the first nine months of 1994 as
compared to 1993 due primarily to a higher interest rate on the Company's
senior secured debt. Such higher rate resulted from the debt and equity
recapitalization which was effected in December 1993.
Results for the three and nine month periods ended September 30, 1993
include equity in earnings of unconsolidated affiliate of $0 and $629,000,
respectively. The Company sold its interest in the affiliate in the third
quarter of 1993 and recognized a gain of $3,355,000 as a result of the sale.
The Company also recognized a gain from discontinued operations of $5,681,000
during the third quarter of 1993. This gain resulted from the settlement of
various claims relating to a contract between a subsidiary of the Company and
the United States Army.
-10-
<PAGE> 12
HADSON CORPORATION AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 6. Exhibits
11.01 - Computation of Fully Diluted Earnings/Loss per Share.
27 - Financial Data Schedule.
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.
HADSON CORPORATION
(REGISTRANT)
/s/ ROBERT P. CAPPS
ROBERT P. CAPPS
EXECUTIVE VICE PRESIDENT
CHIEF FINANCIAL OFFICER
DATE NOVEMBER 14, 1994
-11-
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<S> <C> <C>
11.01 - Computation of Fully Diluted Earnings/Loss per Share.
27 - Financial Data Schedule.
</TABLE>
<PAGE> 1
EXHIBIT 11.01
COMPUTATION OF FULLY DILUTED EARNINGS/LOSS
PER SHARE
<PAGE> 2
Exhibit 11.01
COMPUTATION OF FULLY DILUTED EARNINGS/LOSS
PER SHARE (1)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
-------------------------- ----------------------------
1993 1994 1993 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net loss from continuing $ (939) (1,020) (5,226) (156)
operations as reported
Preferred stock dividend requirements (382) (1,476) (1,162) (4,274)
-------- ------ ------ ------
Fully diluted net loss from continuing
operations $ (1,321) (2,496) (6,388) (4,430)
======== ====== ====== ======
Gain from discontinued operations,
as reported and fully diluted 5,681 - 5,681 -
======== ====== ====== ======
Average number of common shares as
reported (primary) 8,727 25,691 8,492 25,691
Additional shares assumed issued:
Stock options 34 - 31 -
Junior Preferred Stock 5,656 - 5,890 -
-------- ------ ------ ------
Average number of common shares-
fully diluted 14,417 25,691 14,413 25,691
======== ====== ====== ======
Fully diluted net loss from
continuing operations per common
and common equivalent share $ (.09) (.09) (.44) (.17)
======== ====== ====== ======
Fully diluted gain from discontinued
operations per common and common
equivalent share $ .39 - .39 -
======== ====== ====== ======
</TABLE>
(1) This computation is submitted in accordance with Regulation S-K, item
601(b)(11) although it is contrary to paragraph 10 of APB Opinion No.
15 because it produces an anti-dilutive result.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
Consolidated Balance Sheet at September 30, 1994, the Consolidated Statement of
Operations for the nine months ended September 30, 1994, and the Computation of
Fully Diluted Earnings/Loss Per Share for the nine months ended September 30,
1994, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 606
<SECURITIES> 0
<RECEIVABLES> 94,323
<ALLOWANCES> (1,803)
<INVENTORY> 10,666
<CURRENT-ASSETS> 108,827
<PP&E> 132,260
<DEPRECIATION> (35,640)
<TOTAL-ASSETS> 215,233
<CURRENT-LIABILITIES> 107,715
<BONDS> 52,900
<COMMON> 257
0
53,561
<OTHER-SE> (14,506)
<TOTAL-LIABILITY-AND-EQUITY> 215,233
<SALES> 561,942
<TOTAL-REVENUES> 563,625
<CGS> 540,607
<TOTAL-COSTS> 540,607
<OTHER-EXPENSES> 19,911
<LOSS-PROVISION> 38
<INTEREST-EXPENSE> 3,538
<INCOME-PRETAX> (469)
<INCOME-TAX> (313)
<INCOME-CONTINUING> (156)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (156)
<EPS-PRIMARY> (.17)
<EPS-DILUTED> (.17)
</TABLE>
