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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
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(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 1995
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 1-7573
----------------------
PARKER DRILLING COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0618660
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Parker Building, Eight East Third Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (918) 585-8221
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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
As of June 30, 1995, 55,707,689 common shares were outstanding.
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PARKER DRILLING COMPANY
INDEX
<CAPTION>
<S> <C>
Part I. Financial Information Page No.
Consolidated Condensed Balance Sheets (Unaudited) -
May 31, 1995 and August 31, 1994 2
Consolidated Condensed Statements of Operations (Unaudited) -
Three and Nine Months Ended May 31, 1995 and
May 31, 1994 3
Consolidated Condensed Statements of Cash Flows (Unaudited) -
Nine Months Ended May 31, 1995 and May 31, 1994 4
Notes to Unaudited Consolidated Condensed
Financial Statements 5
Report of Review by Independent Accountants 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit 15, Letter Re Unaudited Interim
Financial Information
Exhibit 27, Financial Data Schedule
</TABLE>
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<TABLE>
PART 1. FINANCIAL INFORMATION
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
May 31, August 31,
1995 1994
ASSETS ---------- ----------
------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 14,437 $ 10,660
Other short-term investments 6,126 3,811
Accounts and notes receivable 33,068 34,675
Rig materials and supplies 9,992 9,117
Other current assets 4,981 4,029
-------- --------
Total current assets 68,604 62,292
Property, plant and equipment less accumulated
depreciation, depletion and amortization of
$446,365 at May 31, 1995, and $454,763
at August 31, 1994 121,109 127,178
Other noncurrent assets 18,133 19,878
-------- --------
Total assets $207,846 $209,348
-------- --------
-------- --------
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 264 $ -
Accounts payable and accrued liabilities 14,155 16,569
Accrued income taxes 5,020 5,053
-------- --------
Total current liabilities 19,439 21,622
-------- --------
Long-term debt 1,586 -
Deferred income tax 294 294
Other long-term liabilities 2,961 3,596
Minority interest - 3,253
Stockholders' equity:
Common stock, $.16 2/3 par value 9,283 9,185
Capital in excess of par value 205,215 202,403
Retained earnings (accumulated deficit) (27,281) (28,307)
Other (3,651) (2,698)
-------- --------
Total stockholders' equity 183,566 180,583
-------- --------
Total liabilities and stockholders' equity $207,846 $209,348
-------- --------
-------- --------
See accompanying notes to consolidated condensed financial statements.
- 2 -
</TABLE>
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<TABLE>
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars in Thousands Except Per Share Amounts)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
May 31, May 31,
------------------- -------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenue:
Drilling contracts $42,193 $35,631 $111,973 $114,721
Other 1,066 1,048 3,307 2,733
------- ------- ------- -------
Gross operating revenue 43,259 36,679 115,280 117,454
------- ------- ------- -------
Operating expense:
Drilling 31,023 28,595 82,890 87,060
Other 1,114 1,275 3,779 3,802
Depreciation, depletion and
amortization 5,456 5,698 16,382 15,687
General and administrative 4,650 4,047 14,805 13,010
------- ------- ------- -------
42,243 39,615 117,856 119,559
------- ------- ------- -------
Operating income (loss) 1,016 (2,936) (2,576) (2,105)
------- ------- ------- -------
Other income and (expense):
Interest expense (27) (2) (62) (9)
Interest income 327 251 904 806
Other income (expense) - net 1,694 70 4,975 502
------- ------- ------- -------
1,994 319 5,817 1,299
------- ------- ------- -------
Income (loss) before 3,010 (2,617) 3,241 (806)
income taxes ------- ------- ------- -------
Income tax expense 960 174 2,215 1,127
------- ------- ------- -------
Net income (loss) 2,050 (2,791) 1,026 (1,933)
------- ------- ------- -------
Net income (loss) per share $ .04 $ (.05) $ .02 $ (.04)
------- ------- ------- -------
------- ------- ------- -------
Number of common shares used
in computing earnings (loss)
per share 54,856,901 54,325,100 54,693,610 54,209,089
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
See accompanying notes to consolidated condensed financial statements.
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</TABLE>
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<TABLE>
PARKER DRILLING COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Dollars in Thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
May 31,
--------------------
1995 1994
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 1,026 $(1,933)
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion and amortization 16,382 15,687
Expenses not requiring cash 389 2,259
Change in operating assets and liabilities (1,755) (14,989)
Other-net (3,051) (705)
------- -------
Net cash provided by operating activities 12,991 319
------- -------
Cash flows from investing activities:
Capital expenditures (12,992) (31,841)
Proceeds from the sale of equipment 6,198 1,247
Decrease (increase) in short-term
investments (2,315) 26,442
Other-net 121 (30)
------- -------
Net cash provided (used) by investing
activities (8,988) (4,182)
------- -------
Cash flows from financing activities:
Other (226) (304)
------- -------
Net cash provided (used) by financing
activities (226) (304)
------- -------
Net change in cash and cash equivalents 3,777 (4,167)
Cash and cash equivalents at
beginning of period 10,660 12,570
------- -------
Cash and cash equivalents at
end of period $14,437 $ 8,403
------- -------
------- -------
Supplemental disclosure:
Interest paid $ 2 $ 9
Taxes paid $ 2,248 $ 2,330
Supplemental noncash financing activity:
In November 1994, the Company acquired a limited partner's ownership
interest in two consolidated partnerships in exchange for a promissory
note in the amount of $1,850,000.
In May 1995, the Company received rig materials and supplies valued at
$556,000 in lieu of payment on a note due the Company.
See accompanying notes to consolidated condensed financial statements.
- 4 -
/TABLE
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PARKER DRILLING COMPANY AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements reflect all adjustments (of a normally
recurring nature) which are necessary for a fair presentation of (1) the
financial position as of May 31, 1995 and August 31, 1994, (2) the results
of operations for the three and nine months ended May 31, 1995 and May 31,
1994, and (3) cash flows for the nine months ended May 31, 1995 and May
31, 1994. Results for the nine months ended May 31, 1995, are not
necessarily indicative of the results which will be realized for the year
ending August 31, 1995. The August 31, 1994 consolidated condensed
balance sheet data was derived from audited financial statements, but does
not include all disclosures required by generally accepted accounting
principles. The financial statements should be read in conjunction with
the Company's Form 10-K for the year ended August 31, 1994.
The Company reclassified division office expenses of $6,689,000 and
$6,901,000 from general and administrative expense to either drilling or
other operating expense for the nine months ended May 31, 1995 and 1994,
respectively. Division office expenses of $2,215,000 and $2,255,000 were
similarly reclassified for the three months ended May 31, 1995 and 1994,
respectively.
2. Earnings per common share is based on the weighted average number of
common shares outstanding during the period.
For the periods presented, potentially dilutive securities do not have a
material dilutive effect.
3. In November 1994, the Company acquired a limited partner's ownership
interest in two consolidated partnerships, PCA I Limited ("PCA I") and PCA
II Limited ("PCA II"), in exchange for a promissory note of $1.8 million.
The promissory note is payable in seven equal annual installments
beginning November 1995, with interest at 5 3/4%. Through this
transaction the Company acquired all of the limited partnership interest
in PCA I and the partnership was dissolved.
The acquisition was accounted for under the purchase method of accounting.
The estimated fair value of the net assets acquired exceeded the cost of
acquisition. After the net book value of long-term assets acquired was
written down to zero, negative goodwill of $1.2 million was recorded.
This negative goodwill is being amortized on the straight-line basis over
3 years, which is the remaining estimated useful life of the assets
acquired.
In December 1994, the Company acquired the remaining limited partnership
interest in PCA II and dissolved the partnership.
- 5 -
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Report of Independent Accountants
To the Board of Directors and Shareholders
Parker Drilling Company
We have reviewed the consolidated condensed balance sheet of Parker
Drilling Company and subsidiaries as of May 31, 1995, and the related
consolidated condensed statements of operations for the three and nine month
periods ended May 31, 1995 and 1994 and consolidated condensed statements of
cash flows for the nine month periods ended May 31, 1995 and 1994. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of August 31, 1994, and the
related consolidated statements of operations, redeemable preferred stock and
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report, dated October 18, 1994, we expressed an
unqualified opinion on those consolidated financial statements. In our
opinion, the information set forth in the accompanying condensed consolidated
balance sheet as of August 31, 1994, is fairly stated in all material respects
in relation to the consolidated balance sheet from which it has been derived.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
July 12, 1995
- 6 -
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Third Quarter of Fiscal 1995 Compared with Third Quarter of Fiscal 1994
The Company recorded net income of $2.0 million in the third quarter of
fiscal 1995 compared to a net loss of $2.8 million in the corresponding
quarter of fiscal 1994. The improvement of $4.8 million was due primarily to
improved drilling margins and an increase in other income (expense).
Drilling revenue increased $6.6 million to $42.2 million in fiscal 1995's
third quarter from $35.6 million in the third quarter of fiscal 1994.
Utilization of the Company's entire rig fleet was 40 percent in the third
quarter of the current fiscal year compared to 37 percent in the prior year's
third quarter. Utilization of the Company's international and domestic rig
fleets in the third quarter of fiscal 1995, was 55 percent and 20 percent,
respectively. This compares to 53 percent for the international fleet and 16
percent for the domestic fleet in the same quarter of the prior fiscal year.
(Fiscal 1994 utilization has been adjusted to reflect rigs removed from the
rig fleet at the end of fiscal 1994.)
Western Hemisphere international drilling revenue increased $7.3 million
in the third quarter of fiscal 1995 when compared to the same quarter of
fiscal 1994. Increased utilization in Colombia and Peru was partially
responsible for the increase. In Argentina, the Company also experienced an
increase in revenue as additional utilization in the northern and middle
regions of the country more than offset decreased utilization in the country's
southern region. These revenue increases were offset somewhat in Ecuador,
where the Company's rig which was operating in the third quarter of the prior
fiscal year was not operating in the current quarter.
Drilling revenue in Africa, the Middle East and Commonwealth of
Independent States declined $1.4 million primarily due to a reduction in
revenue from a labor contract in the country of Kazakhstan offset somewhat by
revenue from a one-rig contract in the same country. This rig completed
drilling operations in the third quarter.
The Asia Pacific region recorded an increase in drilling revenue of $.5
million in the third quarter of fiscal 1995 when compared to the same quarter
of fiscal 1994, primarily due to increased utilization in New Zealand and
revenue earned from a labor contract in China. Domestic drilling revenue was
essentially flat when comparing the same two periods.
Drilling margins (drilling revenue less drilling expense) improved $4.1
million when comparing the third quarter of fiscal 1995 with the third quarter
of fiscal 1994, primarily due to improved drilling margins in Colombia and
Argentina. As noted in the Company's Form 10-Q for last year's third quarter,
margins in those countries had been negatively impacted by increased operating
costs associated with the start-up of rigs and drilling problems on some of
the footage rate contracts. Some of the improvement in Argentina's margins in
fiscal 1995 was attributable to the obtaining of daywork contracts in the
northern and middle regions of that country.
- 7 -
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RESULTS OF OPERATIONS (Continued)
- --------------------------------
Other income (expense) increased $1.7 million due primarily to gains
recorded on the disposition of assets, both domestic and international. The
Company continued its efforts in selling assets that are no longer a part of
its current marketing strategy. Income tax expense increased $.8 million for
the quarter comparison due in part to the fiscal 1994 reversal of an accrual
in a country where the Company received a favorable tax treatment of earnings
from prior years' operations.
First Nine Months of Fiscal 1995 Compared with First Nine Months of Fiscal
1994
The Company's net income of $1.0 million for the first nine months of
fiscal 1995 is a $3.0 million improvement over the results of the first nine
months of fiscal 1994. Increased drilling margins and other income (expense)
were the primary reasons for the improvement in earnings, reduced somewhat by
increased general and administrative, depreciation, and income tax expenses.
Drilling revenue for the first nine months of fiscal 1995 declined $2.7
million compared with the first nine months of the prior fiscal year.
Utilization of 39 percent for the Company's worldwide rig fleet for the first
three quarters of the current fiscal year compares to 41 percent utilization
for the same period of the prior fiscal year. International utilization
declined from 57 percent to 54 percent while domestic utilization declined
from 22 percent to 21 percent when comparing the same periods.
Drilling revenue in the Company's Western Hemisphere international
operations increased $18.6 million due to increased utilization in Argentina
and Colombia offset by a decline in utilization in Ecuador, where two rigs
operating in that country completed contracts in fiscal 1994.
Drilling operations in Africa, the Middle East and the Commonwealth of
Independent States recorded a decline in revenue of $13.9 million when
comparing the first nine months of fiscal 1995 with fiscal 1994. In fiscal
1994, the Company completed one-rig contracts in the Congo and Yemen and a
two-rig contract in the Russian Republic. These completed contracts, together
with reduced revenue from a labor contract in Kazakhstan, were the primary
reasons for the decline in revenue. The rigs from the Congo and Yemen were
redeployed to Argentina where both rigs are currently operating. In August
the Company will resume drilling operations in Russia under a multi-well,
three-year, one-rig contract.
The Asia Pacific region of the Company's operations recorded a decline in
drilling revenue of $3.1 million. A decline in utilization in New Guinea was
the primary reason, offset somewhat by increased utilization in New Zealand
and increased revenue from a labor contract in China.
Domestic drilling revenue declined $4.7 million for the nine-month
comparison due to less utilization in Alaska and the Rocky Mountain region
offset to some degree by increased utilization in the Mid-Continent states.
Drilling margins as a percent of revenue increased from 24 percent for the
first nine months of fiscal 1994 to 26 percent for the same period of the
current fiscal year, due to improved margins from the Company's international
- 8 -
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RESULTS OF OPERATIONS (Continued)
- --------------------------------
operations. Depreciation expense increased $.7 million between the two
periods due to fiscal 1994 capital expenditures. General and administrative
expense for the first nine months of fiscal 1995 increased $1.8 million over
the same period in fiscal 1994 due primarily to increased amortization of
deferred compensation and legal expenses. Other income (expense) increased
$4.5 million as the Company recognized a $1.5 million gain on reversal of a
prior year's foreign currency accrual in the current fiscal year.
Additionally, gains recorded from the disposition of fixed assets have
exceeded the prior fiscal year nine-month total by $2.3 million. Income tax
expense of $2.2 million for fiscal 1995 exceeds the fiscal 1994 nine-month
amount by $1.1 million due primarily to the fiscal 1994 favorable tax
treatment discussed in the quarter comparison.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and other short-term investments increased $6.1 million in the first
nine months of the fiscal year. Cash of $13.0 million was provided by
operating activities and $6.2 million was received from the sale of fixed
assets. Proceeds from the sale of fixed assets included $2.9 million from the
sale of one domestic and one international rig.
Capital expenditures in the first nine months of fiscal 1995 totalled
$13.0 million. The Company's capital spending is below the fiscal 1994 nine-
month total of $31.8 million, which included expenditures related to seven new
rigs placed into service in South America. Management currently forecasts
capital expenditures for fiscal 1995 to be approximately $22.8 million, the
result of obtaining several international drilling contracts. Any significant
increase in capital expenditures would be subject to restrictions imposed on
the Company as specified below.
The Company has a credit agreement with a bank which provides for a $7.5
million revolving credit facility, all of which was available for drawdown as
of May 31, 1995. The credit agreement, amended in the fourth quarter of
fiscal 1995 to extend the expiration date to May 31, 1996, contains
restrictions on annual capital expenditures and certain senior and
subordinated indebtedness which can be incurred by Parker Drilling Company and
certain subsidiaries designated in the credit agreement. These designated
subsidiaries comprise the operating subsidiaries through which the Company
performs the majority of its drilling operations. The credit facility also
limits payment of dividends on the Company's common stock to the lesser of 40%
of consolidated net income for the preceding year, or $2.6 million. The
remaining subsidiaries of the Company are not a party to the credit facility
and are able to make capital expenditures and obtain independent financing
from lenders that have no recourse to Parker Drilling Company and the
designated subsidiaries, subject only to an overall limitation of
indebtedness.
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LIQUIDITY AND CAPITAL RESOURCES (Continued)
- ------------------------------------------
The restrictions in the credit agreement are not anticipated to restrict
growth or investment opportunities in the foreseeable future.
In November 1994, the Company acquired a limited partner's ownership
interest in two consolidated partnerships in exchange for a promissory note
totalling $1.8 million. (See Note 3 of Notes to Unaudited Consolidated
Condensed Financial Statements.) The promissory note is payable in seven
equal annual installments beginning November 1995, with interest at 5 3/4%.
Management believes that the current level of cash and short-term
investments, together with cash generated from operations, should be
sufficient to meet the Company's immediate capital needs. However, in the
event the Company obtains additional contracts requiring further significant
capital expenditures or acquires equipment or companies in the drilling
service industry, management believes the Company would likely meet both
short-term and long-term capital needs through a combination of cash generated
from operations, borrowings under the bank credit agreement and either equity
or long-term debt financing.
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a)Exhibits:
Exhibit 15 Letter re Unaudited Interim Financial Information
Exhibit 27 Financial Data Schedule
(b)Reports on Form 8-K - There were no reports on Form 8-K filed
during the nine months ended May 31, 1995.
- 11 -
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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.
Parker Drilling Company
-----------------------
Registrant
Date: July 12, 1995
By: /s/James J. Davis
-----------------------------
James J. Davis
Vice President, Finance and
Chief Financial Officer
By: /s/Randy Ellis
-----------------------------
Randy Ellis
Controller and
Chief Accounting Officer
- 12 -
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Exhibit 15
July 12, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 10549
Re: Parker Drilling Company
Registration on Form S-8
We are aware that our report dated July 12, 1995, on our review of the interim
financial information of Parker Drilling Company for the period ended May 31,
1995, and included in this Form 10-Q is incorporated by reference in the
Company's registration statements on Form S-8 (File No. 2-87944, 33-24155,
33-56698 and 33-57345). Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a part of the registration
statement prepared or certified by us within the meaning of Section 7 and 11
of that Act.
COOPERS & LYBRAND L.L.P.
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED BALANCE SHEET AS OF MAY 31, 1995 AND THE
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS FOR THE NINE MONTHS
ENDED MAY 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> MAY-31-1995
<CASH> 14437
<SECURITIES> 6126
<RECEIVABLES> 33894
<ALLOWANCES> 826
<INVENTORY> 0
<CURRENT-ASSETS> 68604
<PP&E> 567474
<DEPRECIATION> 446365
<TOTAL-ASSETS> 207846
<CURRENT-LIABILITIES> 19439
<BONDS> 1586
<COMMON> 9283
0
0
<OTHER-SE> 174283
<TOTAL-LIABILITY-AND-EQUITY> 207846
<SALES> 0
<TOTAL-REVENUES> 115280
<CGS> 0
<TOTAL-COSTS> 86669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62
<INCOME-PRETAX> 3241
<INCOME-TAX> 2215
<INCOME-CONTINUING> 1026
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1026
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
