FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 1997 Commission File No 0-11300
BUILDERS TRANSPORT, INCORPORATED
--------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 58-1186216
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
POST OFFICE BOX 7005, 2029 WEST DEKALB STREET, CAMDEN, SOUTH CAROLINA 29020
- -----------------------------------------------------------------------------
(address of principal executive offices and zip code)
Registrant's telephone number, including area code (803) 432-1400
-------------
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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at August 1, 1997
- ---------------------------- -----------------------------
Common Stock, par value $.01 5,284,019
per share
BUILDERS TRANSPORT, INCORPORATED
INDEX TO FORM 10-Q
Part I FINANCIAL INFORMATION Page No.
- ------------------------------- --------
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets as of June 30, 1997
and December 31, 1996 1
Condensed Consolidated Statements of Income for the Three
Months Ended June 30, 1997 and 1996 and the Six Months
Ended June 30, 1997 and 1996 3
Condensed Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1997 and 1996 4
Notes to Condensed Consolidated Financial Statements 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 8
Part II OTHER INFORMATION
ITEM 1. LEGAL *
ITEM 2. CHANGES IN SECURITIES *
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 12
ITEM 5. OTHER INFORMATION *
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
* No information submitted under this caption.
PART 1. FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
June 30 December 31
1997 1996
----------- -----------
(Unaudited) (Note)
(Dollars in Thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 62 $ 50
Accounts receivable, less allowances
(June 30, 1997 - $519
December 31, 1996 - $456) 34,445 34,108
Prepaid expenses 16,421 14,921
Repair parts and operating supplies 2,608 3,538
--------- ---------
TOTAL CURRENT ASSETS 53,536 52,617
PROPERTY AND EQUIPMENT 314,446 309,478
Less accumulated depreciation
and amortization (130,927) (117,235)
--------- ---------
TOTAL PROPERTY AND EQUIPMENT 183,519 192,243
OTHER ASSETS 22,569 23,486
--------- ---------
TOTAL ASSETS $ 259,624 $ 268,346
========= =========
-1-
June 30 December 31
1997 1996
----------- -----------
(Unaudited) (Note)
(Dollars in Thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 14,932 $ 15,889
Other current liabilities 10,407 11,717
Current maturities of long-term debt 146,918 38,156
--------- ---------
TOTAL CURRENT LIABILITIES 172,257 65,762
LONG-TERM DEBT
Revolving credit agreement 0 13,321
Convertible Subordinated Debentures 0 44,632
Capital leases and other 56,006 111,036
--------- ---------
TOTAL LONG-TERM DEBT 56,006 168,989
DEFERRED CREDITS AND OTHER LIABILITIES
Other 9,775 10,273
--------- ---------
TOTAL OTHER LIABILITIES 9,775 10,273
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share
Authorized 1,000,000 shares; no shares issued
at June 30, 1997 or December 31, 1996
Common stock, par value $.01 per share
Authorized 25,000,000 shares; Issued
6,491,070 shares at June 30, 1997 and
6,270,600 shares at December 31, 1996 65 63
Paid-in capital 34,265 33,675
Unearned compensation related to
ESOP receivable (4,302) (4,337)
Retained earnings 6,604 8,967
--------- ---------
36,632 38,368
Less cost of common stock in treasury
(1,207,051 shares at June 30, 1997
and at December 31, 1996) (15,046) (15,046)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 21,586 23,322
--------- ---------
CONTINGENT LIABILITIES
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 259,624 $ 268,346
========= =========
Note: The balance sheet at December 31, 1996 has been derived from the audited
financial statements at that date, but does not include all of the information
and footnotes required by generally accepted accounting principles.
See notes to condensed consolidated financial statements
-2-
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
--------- --------- --------- ---------
(In thousands, except (In thousands, except
per share amounts) per share amounts)
OPERATING REVENUE $ 75,187 $ 73,442 $ 146,180 $ 143,929
OPERATING EXPENSES:
Wages, salaries, and employee
benefits 29,077 29,922 57,805 59,312
Operations and maintenance 16,469 14,980 33,904 29,529
Operating taxes and licenses 6,613 6,850 13,340 13,823
Insurance and claims 4,219 3,689 8,106 7,562
Communications and utilities 987 1,198 1,931 2,437
Depreciation and equipment rents 7,116 6,767 14,142 13,377
(Gain) on disposition of
operating assets 149 (483) 527 (1,322)
Rents and purchased transportation 6,236 5,524 11,690 10,397
Other operating expenses 148 375 368 608
--------- --------- --------- ---------
Total Operating Expenses 71,014 68,822 141,813 135,723
--------- --------- --------- ---------
OPERATING INCOME 4,173 4,620 4,367 8,206
OTHER DEDUCTIONS:
Interest and other expenses 4,101 4,036 8,234 8,160
INCOME BEFORE INCOME TAXES 72 584 (3,867) 46
PROVISION FOR INCOME TAXES 27 227 (1,503) 17
-------- --------- --------- ---------
NET INCOME (LOSS) $ 45 $ 357 $ (2,364) $ 29
========= ========= ========= =========
NET INCOME (LOSS) PER SHARE $ .01 $ .07 $ (.45) $ .01
========= ========= ========= =========
WEIGHTED AVERAGE SHARES OF
COMMON STOCK OUTSTANDING 5,284,019 5,324,664 5,237,732 5,280,592
See notes to condensed consolidated financial statements
-3-
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
Six Months Ended
June 30 June 30
1997 1996
----------- -----------
(In thousands)
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 10,457 $ 5,240
INVESTING ACTIVITIES
Purchases of property and equipment (1,270) (1,475)
Proceeds from disposal of property and equipment 112 5,492
--------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES (1,158) 4,017
FINANCING ACTIVITIES
Proceeds from lines of credit and
long-term borrowings 2,458 14,468
Principal payments on lines of credit,
long-term debt and capital lease obligations (11,745) (23,732)
Purchase of Treasury Stock -- (19)
--------- ---------
NET CASH USED BY FINANCING ACTIVITIES (9,287) (9,283)
--------- ---------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 12 (26)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 50 108
--------- ---------
CASH AND CASH EQUIVALENTS AT END
OF PERIOD $ 62 $ 82
========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 5,974 $ 8,193
Noncash investing activity:
Property and equipment acquired
through capital leases $ 5,068 $ 15,278
Noncash financing activity:
Common stock issued under employee
benefit plans $ 592 $ 390
See notes to condensed consolidated financial statements
-4-
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
BUILDERS TRANSPORT, INCORPORATED AND SUBSIDIARIES
Note A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and 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 management's opinion, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended June 30,
1997, are not necessarily indicative of the results that may be expected for
the year ended December 31, 1997. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996.
NOTE B - LONG-TERM DEBT
During the quarter ended June 30, 1997, the Company defaulted on the
scheduled payments under its equipment capital leases ($138.4 million). The
capital leases represent primarily leased revenue equipment capitalized for
approximately $210 million with accumulated amortization of approximately
$65.0 million. The capital lease defaults also constituted a default under
the Credit Facility that would permit acceleration of that debt. The Company
also defaulted on the May 1, 1997 interest payment on its 6 1/2% Convertible
Subordinated Debentures. This continuing default constitutes a violation of
the trust indenture governing those debentures that would permit acceleration
of the debenture indebtedness. By virtue of the equipment capital lease
defaults and the interest payment default on the 6 1/2% Convertible
Subordinated Debentures, the Company is in default under the 8% Convertible
Subordinated Debenture trust indenture.
As a result of the above defaults, the Credit Facility, the equipment capital
leases, the 6 1/2% Convertible Subordinated Debentures, and the 8% Convertible
Subordinated Debentures have been classified as current liabilities with the
exception of the long-term portion of the equipment capital leases where the
equipment lessors and lenders have signed restructuring agreements.
The Company has engaged Alex. Brown & Sons as financial advisors in order to
assist with restructuring its various equipment capital leases and convertible
subordinated debentures. The Company has presented restructuring proposals to
the equipment lessors and lenders and to the representatives of the
bondholders.
See "Management's Discussion and Analysis of the Financial Condition and
Results of Operations -Financial Condition, Liquidity and Sources of Capital
and -Recent Developments and Trends" for additional details of the
restructuring.
-5-
Note C -- EARNINGS PER SHARE
Three Months Ended Six Months Ended
June 30 June 30 June 30 June 30
1997 1996 1997 1996
----------- ----------- ----------- -----------
PRIMARY:
Average shares outstanding 6,491,070 6,270,100 6,444,783 6,252,418
Assumed exercise of stock
options -- 225,147 -- 198,730
Treasury stock (1,207,051) (1,170,583) (1,207,051) (1,170,556)
----------- ----------- ----------- -----------
Totals 5,284,019 5,324,664 5,237,732 5,280,592
=========== =========== =========== ===========
Net income (loss) $ 45,183 $ 357,113 $(2,363,693) $ 28,723
=========== =========== =========== ===========
Per share amount:
Net income $ .01 $ .07 $ (.45) $ (.01)
=========== =========== =========== ===========
FULLY DILUTED:
Average shares outstanding 6,491,070 6,270,100 6,444,783 6,252,418
Assumed exercise of stock
options -- 225,147 92,876 270,661
Assumed conversion of 8%
Convertible Subordinated
Debentures issued
September 9, 1985 1,001,516 1,060,775 1,001,516 1,075,346
Assumed conversion of
6 1/2% Convertible
Subordinated Debentures
issued May 9, 1986 592,079 592,079 592,079 592,079
Treasury stock (1,207,051) (1,170,583) (1,207,051) (1,170,556)
----------- ----------- ----------- -----------
Totals 6,877,614 6,977,518 6,924,203 7,019,948
=========== =========== =========== ===========
Net income (loss) $ 45,183 $ 357,113 $(2,363,693) $ 28,723
Add 8% Convertible
Subordinated Debentures
interest, net of
income tax effect 297,315 314,906 591,362 642,019
Add 6 1/2% Convertible
Subordinated Debentures
interest, net of
income tax effect 220,947 220,947 439,466 444,322
----------- ----------- ----------- -----------
Adjusted net income $ 563,445 $ 892,966 $(1,332,865) $ 1,115,064
=========== =========== =========== ===========
Per share amount:
Net income $ .08* $ .13* $ (.19)*$ .16*
=========== =========== =========== ===========
* Anti-dilutive
-6-
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, Earnings per Share, which will require a change, effective December
31, 1997, in the method currently used to compute earnings per share and to
restate all prior periods. Under the new requirements for calculating primary
earnings per share, the dilutive effect of stock options will be excluded.
The impact of Statement 128 on the calculation of primary and fully diluted
earnings per share for these quarters is not expected to be material.
-7-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OPERATING RESULTS
Operating revenues for the second quarter of 1997 were $75.2 million, compared
to $73.4 million for the second quarter of 1996, and for the first six months
of 1997, were $146.2 million, compared to $143.9 million for the first six
months of 1996.
Net income for the second quarter of 1997 was $45,000, compared to $357,000
for the second quarter of 1996, and net loss for the first six months of
1997 was $2.4 million compared to a net income of $29,000 for the first six
months of 1996.
The operating ratio (operating expenses as a percentage of operating revenues)
was 94.4% and 97.0% for the second quarter and first six months of 1997,
respectively, compared to 93.7% and 94.3% for the same periods in 1996.
Operating income during the second quarter was $4.2 million, compared to $4.6
million in the second quarter of 1996 and for the first six months of 1997 was
$4.4 million, compared to $8.2 million for the first six months of 1996.
Operating expenses, as a percentage of revenues, were higher in the
second quarter and the first six months of 1997 as compared to the same
periods on 1996 as a result of increases in fuel prices, maintenance expense,
and purchased transportation. Additionally, the second quarter of 1997 and
the first six months of 1997 reflected losses on disposals of operating assets
of $149,000 and $527,000, respectively, compared to gains of $483,000 and $1.3
million in the same periods of 1996.
Operating income increased by $4.0 million in the second quarter of 1997
compared to the first quarter of 1997. Approximately half of this increase
came from additional revenue volumes and approximately half came from
reductions in cost, primarily as a result in decreases in fuel prices and
maintenance expense.
The Company's freight volume for the flatbed and dedicated fleet divisions was
relatively strong throughout the second quarter. The Company's management is
optimistic that the freight volumes will continue to improve in these
divisions. This increased demand, along with some of the new business that
has been recently added, should result in long-term revenue growth for both of
these divisions.
The Company's van division experienced a decrease in its revenue volume in the
second quarter and first six months of 1997 compared to the same periods in
1996. Van tractors and trailers are being shifted within the van division and
between the van division and the other two divisions to maximize the
utilization of the equipment. While management expects to shrink the van
division, the van division is expected to begin moving toward profitability
over the next six to twelve months as a result of optimizing the
utilization of the equipment.
-8-
FINANCIAL CONDITION, LIQUIDITY AND SOURCES OF CAPITAL
In conjunction with the proposed restructuring of the Company's debt
obligations, the Company has entered into amended lease or loan agreements
with many of the Company's equipment lessors and lenders that have resulted in
revised payment schedules. Pursuant to these revised payment schedules, the
Company has made payments aggregating $5.5 million on various portions of
principal and interest payments originally scheduled for April through July
1997, that aggregated $10.3 million prior to obtaining the amendments to these
credit agreements. With respect to other equipment debt agreements in which
the Company has not yet reached an agreement with its lessors, the Company has
suspended payments aggregating $2.5 million for April, May and July. All
equipment debt payments ($3.5 million) for June have been made. Except for
those equipment debt agreements where no agreement on rescheduling payments
has been reached, the Company expects to make its August equipment debt
payments. Further, the Company did not make the interest payment on its 61/2%
Convertible Subordinated Debentures that was due May 1, 1997. The Company
does not anticipate making the interest payment ($977,000) or sinking fund
payment ($2,156,000) on its 8% Convertible Subordinated Debentures due August
15, 1997. See "-Recent Developments and Trends" and Note B to Condensed
Consolidated Financial Statements.
Prepaid expenses increased by approximately 10% since December 31, 1996,
primarily due to the normal annual prepayment of licenses and taxes. Repair
parts and operating supplies decreased by approximately 26% since December 31,
1996, primarily as a result of the efforts of the Company to minimize
inventory levels.
Even though there was lower operating income in the first six months
of 1997, compared to the first six months of 1996, operating cash flows
increased primarily as a result of decreased accounts receivables in 1997 as
compared to 1996. The Company's cash flow and cash requirements tend to
fluctuate during the year. Generally more cash is required during the first
part of the year, primarily to fund the Company's annual prepayments of
operating taxes and licenses and less profitable operations. Cash flow from
operations generally increases consistently beginning in the second quarter
through year-end. The Company uses the revolving portion of its Credit
Facility to smooth cyclical cash flows associated with its operations.
RECENT DEVELOPMENTS AND TRENDS
In March 1997, the Company retained Alex. Brown & Sons Incorporated as its
financial advisor to assist in restructuring certain of the Company's debt
obligations. As noted above, the Company suspended monthly payments on much
of its equipment debt for April and May 1997, and made a partial payment for
July, 1997 representing interest. The total suspended payments aggregated
$9.7 million. The Company is therefore in default under those agreements,
and, while the Company has no payment defaults under its general credit
facility (pursuant to which $15.8 million is currently outstanding), the
equipment debt defaults constitute defaults under the general credit facility
that would permit acceleration of that debt. Further, certain of the
equipment debt defaults have become events of default with respect to the
Company's two series of Convertible Subordinated Debentures(pursuant to which
$46.8 million is currently outstanding) that also would permit acceleration.
The Company has not made the interest payment due May 1, 1997, with respect to
its 6 1/2% Convertible Subordinated Debentures. The Company anticipates that
it will not make the interest payment or sinking fund payment due August 15,
-9-
1997, on its 8% Convertible Subordinated Debentures. The Company has received
no demands or notices of default under its general credit agreement, nor does
the Company expect any such demands or notices so long as its restructuring
discussions are progressing satisfactorily.
The Company has executed amended lease or loan agreements with certain of the
equipment lessors and lenders which represents $72.6 million of the total
outstanding for the capital leases and loans ($138.4 million). The Company
has reached an agreement in principle and awaits documentation with certain of
the equipment lessors and lenders which represents $53.0 million of the total
outstanding.
The Company has, however, received notices of default or lawsuits from
equipment creditors representing approximately $12.8 million in outstanding
equipment debt purporting to exercise various remedies ranging from termination
of leases and return of equipment to acceleration of remaining amounts under
the applicable equipment leases or loans. The Company and its financial
advisor regard this as a customary and expected response, and they are
currently engaged in discussions with those creditors as well as
representatives of holders of the Company's Convertible Subordinated
Debentures. The Company believes, based on the progress of the restructuring
discussions to date, that it will be able to achieve a successful restructuring
that will improve the Company's cash flow and better position the Company for
a return to profitability and achieving its long-term goals.
FORWARD LOOKING STATEMENTS
Statements in this document that are not historical facts are hereby identified
as "forward looking statements" for the purpose of the safe harbor provided by
Section 21E of the Securities Exchange Act of 1934 and Section 27A of the
Securities Act of 1933. The Company cautions readers that such "forward
looking statements", including without limitation, those relating to the
Company's future business prospects, revenues, working capital, liquidity,
capital needs, interest costs and income, wherever they occur in this document
or in other statements attributable to the Company are necessarily estimates
reflecting the best judgment of the Company's senior management and involve a
number of risks and uncertainties that could cause actual results to differ
materially from those suggested by the "forward looking statements." Such
"forward looking statements" should, therefore, be considered in light of
various important factors including those set forth below and others set forth
from time to time in the Company's reports and registration statements filed
with the SEC.
The foregoing discussions under "FINANCIAL CONDITION, LIQUIDITY AND SOURCES OF
CAPITAL" and "RECENT DEVELOPMENTS AND TRENDS" are particularly susceptible to
the risks and uncertainties discussed below. Moreover, the Company through its
senior management may from time to time make such "forward looking statements"
about the matters described herein or other matters concerning the Company.
The Company disclaims any intent or obligation to update "forward looking
statements."
-10-
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's future operating results may be affected by a number of factors
such as: uncertainties relative to economic conditions; industry factors
including, among others, competition, rate pressure, driver availability and
fuel prices; and, the Company's ability to sell its services profitably,
successfully increase market share in its core businesses and effectively
manage expense growth relative to revenue growth in anticipation of continued
pressure on gross margins. The Company's operating results could be adversely
affected should the Company be unable to anticipate customer demand accurately
or to effectively manage the impact on the Company of changes in the trucking,
transportation and logistics industries.
Because of the foregoing factors, as well as other factors affecting the
Company's operating results, past financial performances should not be
considered to be a reliable indicator of future performance, and investors
should not use historical trends to anticipate results or trends in future
periods.
-11-
PART II. OTHER INFORMATION
Item 3. Defaults Upon Senior Securities
For a discussion of certain defaults "Management's Discussion and Analysis of
the Financial Condition and Results of Operations -Financial Condition,
Liquidity and Sources of Capital and -Recent Developments and Trends" and Note
B to Condensed Consolidated Financial Statements.
Item 4. Submission of Matters to a Vote of Security Holders
(a) Builders Transport, Incorporated's Annual Meeting of Stockholders was
held on June 3, 1997.
(b) Proxies for the meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934, and there was no solicitation in
opposition to management's nominees as listed in the proxy statement,
all of whom were elected.
(c) Set forth below are the number of votes cast for, against or withheld,
as well as the number of abstentions and broker non-votes as to each
such matter, including a separate tabulation with respect to each
nominee for office.
(i) Nominees Votes Against Broker
for Directors Votes For or Withheld Abstentions Non-Votes
-------------------- --------- ----------- ----------- ---------
David C. Walentas 4,789,855 216,819 --- ---
Stanford M. Dinstein 4,782,502 224,172 --- ---
John R. Morris 4,837,014 169,660 --- ---
Arthur C. Baxter 4,832,475 174,199 --- ---
Frederick S. Morton 4,837,319 169,355 --- ---
Pierson G. Mapes 4,845,628 161,046 --- ---
(ii) Ratification of the Board of Directors reappointment of Ernst &
Young as the Company's independent auditors to audit the financial
statements of the Company for the current fiscal year.
Votes Against Broker
Votes For or Withheld Abstentions Non-Votes
--------- ----------- ----------- ---------
4,842,539 29,701 134,434 ---
-12-
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. On May 27, 1997, the Company filed a report on
Form 8-K relating to the Company's election of Dan Braatz as the new
President and Chief Operating Officer. A copy of the news release was
included in the Form 8-K.
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.
BUILDERS TRANSPORT, INCORPORATED
Date: August 13, 1997 By:
----------------------- -----------------------------
T. M. Guthrie
Chief Financial Officer
and Treasurer
Signed in the dual capacity
of a duly authorized officer
of the Registrant and the
Principal Accounting Officer
of the Registrant
-13
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 62
<SECURITIES> 0
<RECEIVABLES> 34,445
<ALLOWANCES> 519
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<PP&E> 314,446
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0
0
<COMMON> 65
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<TOTAL-LIABILITY-AND-EQUITY> 259,624
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<TOTAL-COSTS> 141,813
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