TOTAL AGGREGATE
NUMBER OF PAGES:_16_
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended: September 30, 1995
Commission File Number: 0-12985
DELAWARE OTSEGO CORPORATION
- ---------------------------------------------------------------------
NEW YORK 16-0913491
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Railroad Avenue, Cooperstown, New York 13326
- ---------------------------------------------------------------------
(Address of principal executive offices)
(607) 547-2555
- ---------------------------------------------------------------------
(Registrant's telephone number, including area code)
No Change
- ---------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed
from 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Common Stock, $ .125 Par Value 1,536,880
- ------------------------------ ---------------------------------
(Title of Class) Outstanding at September 30, 1995
<PAGE>
INDEX
-----
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
--------------------------------------------
Page
----
PART 1. FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - 3
September 30, 1995 and December 31, 1994
Condensed Consolidated Statements of 5
Operations - Nine months ended
September 30, 1995 and September 30, 1994
Condensed Consolidated Statement of 6
Cash Flows - Nine months ended September 30,
1995 and September 30, 1994
Notes to Condensed Consolidated 7
Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis 8
of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION 12
- ----------------------------
SIGNATURES 15
- ----------
2
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
- --------------------------------------------------------------------------
<CAPTION>
ASSETS
September 30, 1995 December 31, 1994
(Unaudited)
------------------ -----------------
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 1,023 $ 1,308
Accounts receivable 5,833 6,085
Reimbursable construction costs 372 1,106
Materials and supplies 987 587
Deferred income taxes 317 317
Prepaid expenses 924 179
Other current assets 322 288
------------------ -----------------
Total Current Assets 9,778 9,870
Property, Plant, and Equipment 90,847 84,185
Less: Accumulated depreciation
and amortization (28,378) (25,961)
------------------ -----------------
Total Property, Plant, and Equipment-Net 62,469 58,224
Other Assets 1,489 783
------------------ -----------------
Total Assets $ 73,736 $ 68,877
================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
- ---------------------------------------------------------------------------
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
September 30, 1995 December 31, 1994
(Unaudited)
------------------ -----------------
<S> <C> <C>
Current Liabilities
Notes payable $ 1,200 $ 3,400
Accounts payable 9,554 10,018
Accrued and other current liabilities 2,352 2,481
Current maturities of long-term debt 977 1,120
------------------ -----------------
Total current liabilities 14,083 17,019
Long-Term Liabilities
Long-term debt less current maturities 13,011 10,066
Deferred income tax 10,357 8,582
Deferred revenue and other liabilities 0 119
Subordinated Notes
Convertible Subordinated Notes 3,580 3,580
------------------ -----------------
Total Long-Term Liabilities 26,948 22,347
Stockholders' Equity
Common stock and paid-in-capital 3,470 3,470
Contributed capital 17,773 16,687
Retained earnings 11,462 9,354
------------------ -----------------
Total Stockholders' Equity 32,705 29,511
------------------ -----------------
Total Liabilities and
Stockholders' Equity $ 73,736 $ 68,877
================== =================
</TABLE>
The accompanying notes are an integral part of the financial statements.
4
<PAGE>
<TABLE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In Thousands Except Per Share Data)
- -----------------------------------------------------------------------------
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
9/30/95 9/30/94 9/30/95 9/30/94
--------- ------- ------- -------
<S> <C> <C> <C> <C>
Operating Revenues
Railway operating revenue $ 8,773 $ 7,233 $24,369 $17,297
Other operating revenue 418 630 1,618 1,587
--------- ------- ------- -------
Total Operating Revenues 9,191 7,863 25,987 18,884
Operating Expenses
Maintenance, transportation,
and car hire 6,724 6,214 20,113 15,034
Depreciation & amortization 1,054 970 3,101 2,900
General, administrative, and other 1,227 1,227 3,891 3,499
--------- ------- ------- -------
Total Operating Expenses 9,005 8,411 27,105 21,433
--------- ------- ------- -------
Income (Loss) from Operations 186 (548) (1,118) (2,549)
Other Income and (Expense)
Interest expense, net (348) (322) (985) (911)
Gain on sale of property,
equipment & other 36 249 5,260 267
--------- ------- ------- -------
Other Income (Expense), Net (312) (73) 4,275 (644)
Income (Loss) Before Income Taxes
and Extraordinary Item (126) (621) 3,157 (3,193)
Provision For Income Tax
(Expense) Benefit 42 203 (1,042) 1,076
--------- ------- ------- -------
Income (Loss) Before
Extraordinary Item (84) (418) 2,115 (2,117)
Extraordinary Item Net of Tax 0 0 0 (228)
--------- ------- ------- -------
Net Income (Loss) $ (84) $ (418) $ 2,115 $(2,345)
========= ======= ======= =======
Primary Earnings (Loss)
Per Share (Note 4):
Income (Loss) Before Extraordinary Item $ (0.05) $ (0.27) $ 1.38 $ (1.38)
Extraordinary Item $ 0.00 $ 0.00 $ 0.00 $ (0.15)
--------- ------- ------- -------
Net Income (Loss) $ (0.05) $ (0.27) $ 1.38 $ (1.53)
========= ======= ======= =======
Fully Diluted Earnings (Loss)
Per Share (Note 4):
Income (Loss) Before Extraordinary Item $ (0.05) $ (0.27) $ 1.20 $ (1.38)
Extraordinary Item $ 0.00 $ 0.00 $ 0.00 $ (0.15)
--------- ------- ------- -------
Net Income (Loss) $ (0.05) $ (0.27) $ 1.20 $ (1.53)
========= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE>
<TABLE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDING SEPTEMBER 30, 1995 AND 1994
(Unaudited)
(Dollars in Thousands)
- ----------------------------------------------------------------------------
<CAPTION>
NINE MONTHS ENDED
-------------------------------
Sept. 30, 1995 Sept. 30, 1994
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $ 2,115 $ (2,345)
Adjustments to reconcile net income (loss) to
net cash (used) provided by operating activities:
Depreciation and amortization 3,101 2,900
Provision for losses on accounts receivable (10) 22
Provision for deferred income taxes 996 (1,182)
Gain on sale of fixed assets (5,261) (255)
Amortization of deferred income (127) (6)
Write-off of loan origination fees 0 334
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 262 (3,794)
Decrease (increase) in materials and supplies,
prepaids and other current assets (750) 551
(Decrease) increase in accounts payable and
accrued expenses (368) 3,126
(Increase) in other assets (65) (13)
-------------- --------------
NET CASH USED BY OPERATING ACTIVITIES (107) (662)
INVESTING ACTIVITIES
Additions to property, plant and equipment (8,336) (5,064)
Contributed capital 1,716 3,888
Acquisition of intangible assets (23) (300)
Proceeds from sale of assets 6,277 659
Investment in affiliates 0 (24)
-------------- --------------
NET CASH USED BY INVESTING ACTIVITIES (366) (841)
FINANCING ACTIVITIES
(Decrease) increase in notes payable (2,200) 2,785
Proceeds from long-term borrowings 4,575 5,564
Principal payments on long-term debt (1,774) (6,740)
(Payments) proceeds from other borrowings (406) 406
Dividends Paid (7) (6)
-------------- --------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 188 2,009
(DECREASE)INCREASE IN CASH AND CASH EQUIVALENTS (285) 506
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,308 810
-------------- --------------
CASH AND CASH EQUIVALENTS AT SEPTEMBER 30 $ 1,023 $ 1,316
============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
6
<PAGE>
DELAWARE OTSEGO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
1. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally
accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Rule 10-01 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 of normal
recurring accruals) considered necessary for a fair presentation
have been included.
2. The results of operations for the three and nine month
periods ended September 30, 1995, are not necessarily indicative
of the results to be expected for the year ended December 31,
1995, due to certain freight revenues subject to seasonal
variations. For further information, refer to the consolidated
financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended December
31, 1994.
3. Certain amounts in the 1994 financials have been reclassified
to conform to the 1995 presentation.
4. Earnings per common share have been adjusted retroactively to
reflect a 5% stock dividend declared January 12, 1995.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (THOUSANDS)
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's cash and cash equivalents at September 30, 1995,
totaled $1,023. Cash generated from operations, sales of
property, additional debt and contributed capital are the
Company's principal sources of liquidity and are used primarily
for capital expenditures, debt service, and working capital
requirements.
At September 30, 1995, the Company's working capital deficit was
$4,305, compared to $7,149 at December 31, 1994, resulting in a
working capital ratio of 69.4% compared to 58.0% at December 31,
1994. The improved working capital is due principally to the
New Jersey real estate sale that occurred in the second quarter.
Total long-term liabilities at September 30, 1995 were $26,948.
Long-term debt (exclusive of current maturities) including
convertible subordinated notes, as a percentage of equity at
September 30, 1995, was 50.7% compared to 46.2% at December 31,
1994, and total capitalization (long-term debt, convertible
subordinated notes and equity) was $49,296 compared to $43,157
at December 31, 1994.
At September 30, 1995, the Company had drawn down $1.2 million
on a $5 million line of credit with Manufacturers and Traders
Trust Company which is secured by eligible accounts receivable.
At September 30, 1995, an additional $2.8 million was available
to be drawn from the line based on the level of eligible
accounts receivable. The interest rate is 1% over Prime. Prime
at September 30, 1995 was 8.75%.
The Company may borrow up to $400 from an equipment line of
credit with Key Bank of New York. At September 30, 1995, the
Company had drawn down $295 on the line. The interest rate is
the lender's base rate plus three quarters percent (3/4%), which
was 9.50% at September 30, 1995. The line of credit expires on
April 30, 1996.
In the nine month period ended September 30, 1995, additions to
property, plant and equipment were $8,336 of which $1,716 or
21.0% was funded by grants from the New York and New Jersey
Departments of Transportation. The balance was provided from
proceeds from sales of non-operating assets and additional
long-term debt. The Company's capital expenditures for the
balance of 1995 are anticipated to be approximately $1 million.
Overall expenditures for the year will be less than original
plan due to deferrals to 1996.
The Company has entered into tentative agreements, together with
other investors, including two non-officer directors of the
Company, to acquire the Toledo, Peoria & Western Railway
("TP&W"). Pursuant to the agreements, which are subject to
several contingencies, including financing, Board of Directors
and lender approvals, the Company will acquire 40% of the TP&W
for cash and stock valued at $2.25 million, including the issuance
of 100,000 shares of its common stock to one of the other non-director
investors. The Company is working out the details of a credit
facility necessary to finance the acquisition. Subject to obtaining
the financing and the satisfaction of several other contingencies,
the transaction is expected to occur in the fourth quarter of 1995.
8
<PAGE>
It is anticipated that funding for the Company's capital program
for the balance of 1995 will be met by grants from participating
state governments, cash generated by operations, available funds
from the lines of credit, and proceeds from the sales of
non-operating assets. The Company believes it has adequate
working capital to fund existing and anticipated operations for
at least the next twelve months.
The Company entered into a purchase agreement in August 1992 for
certain property currently under lease which is presently being
used for its bulk distribution operations. The purchase price
will be approximately $3.5 million. At September 30, 1995,
prepaid expenses include a $500 deposit towards the purchase
price. It is anticipated that the balance of the purchase price
will be financed by a commercial lender. The Company expects
the transaction will close in the first half of 1996.
RESULTS OF OPERATIONS
- ---------------------
The Company relies on, and its ability to compete is dependent
upon its rail connections with CP and with Conrail for a
substantial portion of its rail traffic. Changes in the
operations of either of these carriers could have a material
adverse impact on the Company.
The Company has two customers that provide approximately 70% of
the Company's railroad volume. At September 30, 1995, revenue
from the two customers was approximately $18,500. The loss of
either customer would have a material adverse effect on the
Company's results of operations.
Railway operating revenues, consisting of intermodal, carload
and other railway operating revenues, improved $1,328 and $7,103
for the three and nine month periods ended September 30, 1995,
respectively, compared to the same periods in 1994. For the
three and nine month periods ended September 30, 1995,
intermodal revenue, the largest component of railway operating
revenue, increased $1,638 and $6,734 respectively, compared to
the same periods in 1994, due principally to increased traffic
to the CSX Intermodal, Inc. facility in New Jersey. The Company
expects the increased traffic levels to continue.
Carload revenues for the three month period ended September 30,
1995 declined $175 compared to the respective 1994 period, due
mainly to Northern Division declines in grain and lumber
shipments. Carload revenues for the nine month period ended
September 30, 1995 improved $151 compared to the 1994 period,
due principally to increased carloads for plastic, paper, corn
syrup and stone products.
Other railway operating revenues for the three and nine month
periods ended September 30, 1995, increased $77 and $167
respectively, compared to the same periods in 1994, due mostly
to increased revenues from passenger shuttle and scenic
excursion activity.
Other operating revenues for the three and nine month periods
ended September 30, 1995, declined $212 and improved $31
respectively, compared to the same periods in 1994, due mainly
to fluctuations in rental income and construction activities.
State agency funding did not materially affect total operating
revenues for the nine month period ended September 30, 1995.
Maintenance, transportation and car hire expenses in the
aggregate for the three and nine month periods ended September
30, 1995 increased $510 and $5,079 respectively, compared to the
same periods in 1994.
9
<PAGE>
Maintenance expenses in the aggregate, comprised of maintenance
of way and structures, locomotives, railcars, and other
equipment, for the three and nine month periods ended September
30, 1995, increased $37 and $988 respectively, compared to the
1994 periods.
In the three and nine month periods ended September 30, 1995,
expenses for maintenance of way and structures declined $85 and
$95 respectively, compared to the same periods in 1994, due
mostly to declines in expenses for labor and benefits, snow
removal, and professional fees and services.
Trackage rights expenses for the three and nine month periods of
1995 increased $180 and $742 respectively, compared to the same
periods in 1994, due principally to both the increased
intermodal traffic from the new service which began on August 1,
1995, and annual escalations in rates based on railroad recovery
indexes.
Maintenance of locomotives, railcars, and other equipment
declined $58 in the three month period ended September 30, 1995,
compared to the same period in 1994. In the nine month period
ended September 30, 1995, locomotive fleet expenses were up $333
compared to the 1994 period, due mainly to increased usage and
costs necessary to maintain and provide reliable power to
support the Company's intermodal business. Railcars and other
equipment expenses in the aggregate for the nine month period in
1995 declined insignificantly.
Transportation expenses for the three and nine month periods
ended September 30, 1995 increased $494 and $3,868 respectively,
compared to the same periods in 1994. Included in these
expenses are the following increases principally resulting from
the increase in intermodal traffic: $101 and $437 for diesel
fuel; $2 and $474 for compensation and benefits; $18 and $106
for leasing of locomotives; $300 and $2,344 for haulage and
terminal operations. Increased activity for the Company's
passenger shuttle and scenic excursions resulted in $127 and
$449 of additional expenses during the periods.
Car hire expenses for the nine month period ended September 30,
1995 were up $224 compared to the 1994 period, due principally
to the increase in intermodal traffic.
Depreciation and amortization expenses for the three and nine
month periods ended September 30, 1995 increased $78 and $165
respectively, compared to the 1994 periods, due principally to
additional capital expenditures.
General, administrative, and other expenses for the nine month
period, ended September 30, 1995 increased $392 compared to the
1994 period, due mostly to additional compensation and benefit
costs associated with a Company wide bonus paid during the
second quarter.
As a result of the foregoing, the operating ratios for the three
and nine month periods ended September 30, 1995, were 98.0% and
104.3% respectively, compared to 107.0% and 113.5% for the
comparable 1994 periods.
Interest expense net, comprised of interest expense (net of
capitalized interest) and interest income for the three and nine
month periods ended September 30, 1995 increased $26 and $74
respectively, compared to the 1994 periods. In the three and
nine month periods of 1995, total
10
<PAGE>
interest expense was $391 and $1,102 respectively, compared to
$389 and $1,003 in the respective 1994 periods, due principally
to interest rate and average outstanding debt differentials.
Gain on sale of property, equipment and other for the three and
nine month periods, ended September 30, 1995 declined $213 and
increased $4,993 respectively compared to the 1994 periods. The
increase in the nine month period of 1995 is due principally to
the sale of an 8.8 mile railroad line located in Union County,
New Jersey to the State of New Jersey for $6.4 million.
The Company's effective income tax rate on income before income
taxes for the nine month period ended September 30, 1995 and
1994 was 33% and 34% respectively.
11
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal Proceedings
- ---------------------------
None.
Item 2. Changes in Rights of Security Holders
- -----------------------------------------------
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:
Filed herewith (-) or
Incorporated by Reference to
----------------------------
3.1 Restated Certificate of Exhibit 3.1 to Registrant's
Incorporation of the Annual Report on Form 10-K
Delaware Otsego Corporation dated December 31, 1991
dated June 1, 1991
3.2 By-Laws of DOC dated April 5, Exhibit 3.8 to Registrant's
1988 Annual Report on Form 10-K
dated December 31, 1988
10.1 Employment Agreement between Exhibit 10.1 to Registrant's
DOC and Walter Rich dated Form 10-Q dated June 30, 1995
June 3, 1995
12
<PAGE>
10.2 Direct Loan Agreement between Exhibit 10(g) to Registration
New Jersey Economic Develop- Statement on Form S-1,
ment Authority and NYS&W No. 2-94319
dated August 6, 1982
10.3 Agreement between Conrail Exhibit 10(p) to Registration
and NYS&W dated March 30, Statement on Form S-1,
1982 relating to trackage No. 2-94319
rights over line of Conrail
from Binghamton, New York to
Warwick, New York via
Campbell Hall and Maybrook,
New York
10.4 Financing Agreement between Exhibit 19.11 to Form 10-Q
NYS&W and FRA dated dated November 13, 1986
September 30, 1985
10.5 Agreement Amending Financing Exhibit 19.12 to Form 10-Q
Agreement between FRA and dated November 13, 1986
NYS&W dated July 30, 1986
10.6 Amendment to Direct Loan Exhibit 19.18 to Form 10-Q
Agreement between New Jersey dated November 13, 1986
Economic Development
Authority and NYS&W dated
July 15, 1986
10.7 Amendment to Direct Loan Exhibit 19.19 to Form 10-Q
Agreement between New Jersey dated November 13, 1986
Economic Development
Authority and NYS&W dated
September 2, 1986
10.8 Amended and Restated Credit Exhibit 10.8 to Form 10-Q
Agreement between Manufac- dated November 11, 1994
turers and Traders Trust
Company and DOC dated
May 27, 1994
10.9 Agreement between NYS&W Exhibit 10.9 to Registrant's
and Brotherhood of Locomotive Annual Report on Form 10-K
Engineers dated March 30, 1994 dated March 27, 1995
10.11 Modification to Direct Loan Exhibit 10(hh) to Registration
Agreement and Direct Loan Statement on Form S-1,
Promissory Note dated as of No. 2-94319
August 6, 1982 between the
New Jersey Economic Develop-
13
<PAGE>
ment Authority and NYS&W
dated July 17, 1984
10.15 Transportation Agreement Exhibit 10.15 to Registrant's
between NYS&W and CSX/ Form 8-K dated May 20, 1992
Sea-Land Intermodal, Inc.
dated December 30, 1989
10.22 Delaware Otsego Corporation Exhibit B to Definitive
1987 Stock Option Plan Proxy Statement Dated
October 7, 1987
10.23 Delaware Otsego Corporation Exhibit B to Definitive
1993 Stock Option Plan Proxy Statement Dated
May 5, 1993
10.25 Employment Agreement between Exhibit 10.25 to Registrant's
DOC and C. David Soule dated Form 10-Q dated June 30, 1995
June 3, 1995
10.26 Employment Agreement between Exhibit 10.30 to Registrant's
DOC and William B. Blatter Quarterly Report on Form 10-Q
dated June 4, 1994 dated June 30, 1994
10.27 Form of Delaware Otsego Exhibit 1 to Registrant's
Corporation 6.5% Convertible Form 8-K dated October 19,
Subordinated Note Due on 1993
September 1, 2003
10.28 Guarantee Commitment between Exhibit 10.28 to Registrant's
the Federal Railroad Adminis- Annual Report on Form 10-K
tration and DOC dated dated March 27, 1995
September 29, 1994
11 Computation of Earnings Per -
Share
21 Subsidiaries of Registrant Exhibit 21 to Registrant's
Annual Report on Form 10-K
dated March 27, 1995
b) Reports on Form 8-K:
None.
14
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
DELAWARE OTSEGO CORPORATION
(Registrant)
Date: November 10, 1995
WALTER G. RICH
-------------------------------------
Walter G. Rich
President and Chief Executive Officer
WILLIAM B. BLATTER
-------------------------------------
William B. Blatter
Senior Vice President &
Chief Financial Officer
15
<TABLE>
EXHIBIT 11
4. COMPUTATION OF EARNINGS PER SHARE
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- -------------------
1995 1994 1995 1994
--------- --------- --------- ---------
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Primary
- ------------------------------------
Average shares outstanding 1,537 1,537 1,537 1,537
--------- --------- --------- ---------
Totals 1,537 1,537 1,537 1,537
========= ========= ========= =========
Income (loss) before extraordinary item $ (84) $ (418) $ 2,115 $ (2,117)
Extraordinary item net of tax $ 0 $ 0 $ 0 $ (228)
--------- --------- --------- ---------
Net Income (loss) $ (84) $ (418) $ 2,115 $ (2,345)
========= ========= ========= =========
Per share:
Income (loss) before extraordinary item $ (0.05) $ (0.27) $ 1.38 $ (1.38)
Extraordinary item $ 0 $ 0 $ 0 $ (0.15)
--------- --------- --------- ---------
Net income (loss) $ (0.05) $ (0.27) $ 1.38 $ (1.53)
========= ========= ========= =========
Fully Diluted
- ------------------------------------
Average shares outstanding 1,537 1,537 1,537 1,537
Assumed conversion of 6.5%
Convertible Subordinated Notes * * 322 *
--------- --------- --------- ---------
Totals 1,537 1,537 1,859 1,537
========= ========= ========= =========
Income (loss) before extraordinary item $ (84) $ (418) $ 2,115 $ (2,117)
Extraordinary item, net of tax $ 0 $ 0 $ 0 $ (228)
--------- --------- --------- ---------
Net income (loss) $ (84) $ (418) $ 2,115 $ (2,345)
Add 6.5% Convertible Subordinated
Note interest, net of tax * * 117 *
--------- --------- --------- ---------
Totals $ (84) $ (418) $ 2,232 $ (2,345)
========= ========= ========= =========
Per share:
Income (loss) before extraordinary item $ (0.05) $ (0.27) $ 1.20 $ (1.38)
Extraordinary item $ 0 $ 0 $ 0 $ (0.15)
--------- --------- --------- ---------
Net income (loss) $ (0.05) $ (0.27) $ 1.20 $ (1.53)
========= ========= ========= =========
* Conversion of Convertible Subordinated Notes not assumed due to
anti-dilutive effect.
16
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1994
<PERIOD-START> Jan-01-1995
<PERIOD-END> Sep-30-1995
<PERIOD-TYPE> 9-MOS
<CASH> 1023
<SECURITIES> 0
<RECEIVABLES> 5833
<ALLOWANCES> 0
<INVENTORY> 987
<CURRENT-ASSETS> 9778
<PP&E> 90847
<DEPRECIATION> 28378
<TOTAL-ASSETS> 73736
<CURRENT-LIABILITIES> 14083
<BONDS> 16591
0
0
<COMMON> 192
<OTHER-SE> 32513
<TOTAL-LIABILITY-AND-EQUITY> 73736
<SALES> 25987
<TOTAL-REVENUES> 25987
<CGS> 0
<TOTAL-COSTS> 27105
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1102
<INCOME-PRETAX> 3157
<INCOME-TAX> 1042
<INCOME-CONTINUING> 2115
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2115
<EPS-PRIMARY> 1.38
<EPS-DILUTED> 1.20
</TABLE>
