<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1996
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 1-9859
PIONEER COMPANIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 06-1215192
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4200 NATIONSBANK CENTER, 700 LOUISIANA STREET, HOUSTON, TEXAS 77002
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
(713) 225-3831
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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 [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
On May 1, 1996, there were outstanding 7,984,621 shares of the Company's Class
A Common Stock and 576,419 of Class B Common Stock.
<PAGE> 2
TABLE OF CONTENTS
PART I--FINANCIAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Item 1. Consolidated Financial Statements
[ ] Consolidated Balance Sheets, March 31, 1996 and December 31, 1995 3
[ ] Consolidated Statements of Operations, Three Months Ended March 31, 1996 and 1995 and
Predecessor Company Three Months Ended March 31, 1995 5
[ ] Consolidated Statements of Cash Flows, Three Months Ended March 31, 1996 and 1995 and
Predecessor Company Three Months Ended March 31, 1995 6
[ ] Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
PART II--OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
PART I --FINANCIAL INFORMATION
PIONEER COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 10,982 $ 11,276
Accounts receivable, less allowance for doubtful accounts of
$1,511 at March 31, 1996 and $1,424 at December 31, 1995 27,964 29,238
Inventories 14,913 13,004
Prepaid expenses 2,093 3,781
----------- ------------
Total current assets 55,952 57,299
Property, plant and equipment:
Land 1,711 1,711
Buildings and improvements 16,955 13,997
Machinery and equipment 69,039 67,587
Cylinders and tanks 4,503 4,503
Construction in progress 14,141 9,394
----------- ------------
106,349 97,192
Less accumulated depreciation (10,131) ( 7,795)
----------- ------------
96,218 89,397
Other assets, net of accumulated amortization of $1,428 at
March 31, 1996 and $1,068 at December 31, 1995 12,225 11,664
Excess cost over fair value of net assets acquired, net of accumulated
amortization of $4,497 at March 31, 1996 and $3,311 at
December 31, 1995 111,510 108,940
----------- ------------
Total assets $ 275,905 $ 267,300
=========== ============
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
PIONEER COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS--(CONTINUED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------------ ---------------
<S> <C> <C>
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 12,069 $ 18,793
Accrued liabilities 27,836 24,108
Returnable deposits 3,320 3,437
------------------ ---------------
Total current liabilities 43,225 46,338
13 3/8 % Mortgage Notes due 2005 135,000 135,000
Seller notes 11,463 11,463
Notes payable 8,777 --
Returnable deposits 3,281 3,281
Accrued pension and other employee benefits 13,934 13,573
Other long-term liabilities 13,170 13,170
Commitments and contingencies -- --
Stockholders' equity:
Preferred stock: $.01 par value, authorized 10,000,000
shares, none issued -- --
Common stock:
Class A, $.01 par value, authorized 46,000,000 shares,
issued and outstanding 7,984,621 at March 31, 1996
and 7,838,593 at December 31, 1995 80 79
Class B, $.01 par value, authorized 4,000,000 shares,
issued and outstanding 576,419 at March 31, 1996
and 769,354 at December 31, 1995, convertible share-
for-share into Class A shares 6 7
Additional paid-in capital 41,481 40,056
Retained earnings 5,488 4,333
------------------ ---------------
Total stockholders' equity 47,055 44,475
------------------ ---------------
Total liabilities and stockholders' equity $ 275,905 $ 267,300
================== ===============
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
PIONEER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
THREE
THREE MONTHS ENDED MONTHS
MARCH 31, ENDED
-------------------------------- MARCH 31,
1996 1995 1995
------------ ------------- -----------
<S> <C> <C> <C>
Revenues $ 48,896 $ -- $ 47,842
Costs and expenses:
Cost of sales 34,752 -- 30,628
Selling, general and administrative 6,968 152 5,241
Interest expense, net 4,462 -- 1,375
Other income, net 86 -- 379
------------ ------------- -----------
Income (loss) before tax and extraordinary item 2,800 (152) 10,977
Provision for income taxes (1,645) -- (4,503)
------------ ------------- -----------
Net income (loss) before extraordinary item 1,155 (152) 6,474
------------ ------------- -----------
Extraordinary item, early extinguishment of debt (net of
income tax benefit of $2,140) -- -- (3,420)
------------ ------------- -----------
Net income (loss) $ 1,155 $ (152) $ 3,054
============ ============= ===========
Net income (loss) per share $ .14 $ ( .03)
============ =============
Weighted average number of shares
of common stock outstanding 8,543 4,546
============ =============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
PIONEER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
THREE
THREE MONTHS ENDED MONTHS
MARCH 31, ENDED
-------------------------------- MARCH 31,
1996 1995 1995
------------ ------------- -----------
<S> <C> <C> <C>
Operating activities:
Net income (loss) $ 1,155 $ (152) $ 3,054
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 4,568 1 3,673
Write-off of previous finance costs -- -- 1,282
Equity in earnings of BII & VVLC -- -- (211)
Future tax effects -- -- (1,707)
Utilization of NOL 1,425 -- --
Changes in operating assets and
liabilities (net of purchase of Kemira
Water Treatement, Inc.):
Accounts receivable 2,410 -- ( 2,013)
Inventories (490) -- (895)
Prepaid expenses 1,733 -- 562
Other assets 441 -- (1,078)
Accounts payable (8,891) -- 1,630
Accrued liabilities 3,728 293 (2,163)
Returnable deposits (117) -- (303)
Other long-term liabilities 361 -- (384)
---------- --------- -----------
Net cash provided by operating activities 6,323 142 1,447
---------- --------- -----------
Investing activities:
Purchase of Kemira Water Treatment, Inc. (1,572) -- --
Purchases of property, plant and equipment (5,114) -- (2,974)
Deferred acquisition cost -- (600) --
---------- --------- -----------
Net cash used in investing activities (6,686) (600) (2,974)
Financing activities:
Payments on long-term debt -- -- (98,470)
Proceeds from borrowings on long-term debt -- -- 100,000
Issuance of Class A Common stock -- 36 --
Dividends paid on common stock -- -- (2,341)
---------- --------- -----------
Net cash provided by (used in) financing
activities -- 36 (811)
---------- --------- -----------
Net decrease in cash (363) (422) (2,338)
Cash at beginning of period 11,276 880 3,310
Cash acquired in acquisition 69 -- --
---------- --------- -----------
Cash at end of period $ 10,982 $ 458 $ 972
========== ========= ===========
</TABLE>
See notes to consolidated financial statements.
6
<PAGE> 7
PIONEER COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS--(CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
THREE
THREE MONTHS ENDED MONTHS
MARCH 31, ENDED
-------------------------------- MARCH 31,
1996 1995 1995
-------------- ------------- ------------
<S> <C> <C> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $ 232 $ -- $ 2,348
Income taxes 2,150 -- 1,300
Supplemental schedule of noncash investing and financing
activities:
The allocation of the purchase price of Kemira Water
Treatment, Inc. is summarized as follows:
Cash paid for purchase $ 1,572
Long-term note issued to seller 8,017
Liabilities assumed 2,167
--------------
Fair value of assets acquired $ 11,756
==============
</TABLE>
See notes to consolidated financial statements.
7
<PAGE> 8
PIONEER COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995
1. ORGANIZATION AND BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Pioneer
Companies, Inc. ("PCI") (formerly GEV Corporation) and its subsidiaries
(collectively referred to as the "Company"). All significant intercompany
balances and transactions have been eliminated in consolidation. All dollar
amounts in the tabulations in the notes to the financial statements are stated
in thousands of dollars unless otherwise indicated.
On April 20, 1995, the Company purchased Pioneer Americas, Inc. (the
"Predecessor Company") which, through its subsidiaries, manufactures chlorine,
caustic soda and related products used in a variety of applications including
water treatment, plastics, detergents and agricultural chemicals. Prior to
April 20, 1995 the Company, had no other active operations.
On February 2, 1996, subsidiaries of the Company completed the purchase
of Kemira Water Treatment, Inc. ("KWT") including certain royalty and license
agreements, from a subsidiary of Kemira Oy of Finland ("Kemira") for a
purchase price of approximately $9.6 million, of which $1.6 million was paid
in cash and $8.0 million in a note issued to Kemira. The $8.0 million note
bears an interest rate equal to LIBOR plus 1.2%. The principal is payable in
four equal installments on March 31, 2000, March 31, 2001, March 31, 2002 and
December 31, 2002, and interest is due annually on December 31. KWT produces
specialty and commodity inorganic coagulants, including polyaluminum chloride,
aluminum sulfate, sodium aluminate and ferric sulfate, at its plant in
Savannah, Georgia for sale to the water treatment market in the eastern United
States and the Caribbean. The purchase of KWT has been accounted for as a
purchase transaction and, accordingly, the consolidated financial statements
subsequent to February 2, 1996 reflect the purchase price, including
transaction costs, allocated to tangible and intangible assets acquired and
liabilities assumed, based on their estimated fair values as of February 2,
1996, and include the results of KWT subsequent to such date.
Share and per share information has been retroactively restated to reflect
the one-for-four reverse stock split of PCI's Class A and Class B Common Stock,
effective April 27, 1995. Income (loss) per common share is computed using the
weighted average number of Class A and Class B common shares outstanding during
the period.
BASIS OF PRESENTATION EFFECTIVE APRIL 20, 1995
On April 20, 1995, pursuant to a Stock Purchase Agreement, dated as of March
24, 1995 (the "Acquisition Agreement"), by and among PCI, Pioneer Americas
Acquisition Corp. ("PAAC"), and the holders of the outstanding common stock and
other common equity interests (the "Sellers") of the Predecessor Company, PAAC
acquired all of such stock and interests (the "Acquisition") for a purchase
price of approximately $176 million.
The Acquisition has been accounted for as a purchase transaction and,
accordingly, the consolidated financial statements subsequent to April 20, 1995
reflect the purchase price, including transaction costs, allocated to tangible
and intangible assets acquired and liabilities assumed, based on their
estimated fair values as of April 20, 1995. The consolidated balance sheet,
statement of operations and statement of cash flows at and for all periods
ending March 31, 1996 are unaudited and reflect all adjustments, consisting of
normal recurring items, which management considers necessary for a fair
presentation. Operating results for the first three months of 1996 are not
necessarily indicative of results to be expected for the year ending December
31, 1996.
Certain information and disclosures normally included in the notes to the
financial statements have been condensed or omitted as permitted by the rules
and regulations of the Securities and Exchange Commission. The accompanying
unaudited financial statements should be read in conjunction with the financial
statments contained in the Annual Report on Form 10-K for the year ended
December 31, 1995.
8
<PAGE> 9
PIONEER COMPANIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
1. ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)
PRO FORMA FINANCIAL DATA
The following pro forma financial data presents the consolidated financial
results of operations as if the Acquisition had occurred at the beginning of
the period presented and does not purport to be indicative of either future
results of operations or results that would have occurred had the Acquisition
actually been made as of such date.
PRO FORMA COMBINED SUMMARY FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1995
------------------ ----------------
ACTUAL PROFORMA
------------------ ----------------
<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 48,896 $ 47,842
Income before extraordinary item . . . . . . . . . . . . . . . . . 1,155 3,818
Extraordinary item, early extinguishment of debt (net of income tax
benefit of $2,140) . . . . . . . . . . . . . . . . . . . . . . -- (3,420)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,155 398
Weighted average number of shares of common stock outstanding . . . 8,543 7,665
PER SHARE DATA:
Income before extraordinary item . . . . . . . . . . . . . . . . . $ .14 $ .50
Extraordinary item . . . . . . . . . . . . . . . . . . . . . . . . -- (.45)
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 .05
</TABLE>
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1996 1995
--------------- ----------------
ACTUAL PROFORMA
--------------- ----------------
(IN THOUSANDS)
<S> <C> <C>
Raw materials, supplies, and parts . . . . . . . . . . . . . . . . . $ 11,130 $ 9,849
Finished goods and work-in-process . . . . . . . . . . . . . . . . . 3,783 3,155
--------------- ---------------
$ 14,913 $ 13,004
=============== ===============
</TABLE>
3. COMMITMENTS AND CONTINGENCIES
The Company is subject to legal proceedings and potential claims arising in
the ordinary course of its business. In the opinion of management, the Company
has adequate legal defenses and/or insurance coverage with respect to these
matters and management does not believe that they will materially affect the
Company's operations or financial position.
9
<PAGE> 10
PIONEER COMPANIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussion and analysis should be read in conjunction with the
financial statements and the notes thereto.
This item will discuss and analyze the financial condition of the Company at
March 31, 1996 and the results of operations of the Company for the three
months ended March 31, 1996 and the Predecessor Company for the three months
ended March 31, 1995.
The following table sets forth certain operating data of the Company and the
Predecessor Company for the periods indicated.
<TABLE>
<CAPTION>
PREDECESSOR
COMPANY
THREE
MONTHS
THREE MONTHS ENDED MARCH 31, ENDED
-------------------------------- MARCH 31,
1996 1995 1995
--------------- -------------- ------------
(IN THOUSANDS)
<S> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . . $ 48,896 $ -- $ 47,842
Cost of sales . . . . . . . . . . . . . . . . . . . . . . 34,752 -- 30,628
Selling, general and administrative expenses . . . . . . 6,968 152 5,241
Interest . . . . . . . . . . . . . . . . . . . . . . . . 4,462 -- 1,375
Other income, net . . . . . . . . . . . . . . . . . . . . 86 -- 379
--------------- ------------ -----------
Income (loss) before income taxes and extraordinary item 2,800 (152) 10,977
Provision for income taxes . . . . . . . . . . . . . . . (1,645) -- (4,503)
--------------- ------------- ------------
Net income (loss) before extraordinary expense . . . . . 1,155 (152) 6,474
Extraordinary expense (net of income tax benefit
of $2,140) . . . . . . . . . . . . . . . . . . . . . -- -- (3,420)
--------------- ------------- ------------
Net income (loss) . . . . . . . . . . . . . . . . . . . . $ 1,155 $ (152) $ 3,054
=============== ============= ============
</TABLE>
10
<PAGE> 11
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 COMPARED TO THREE MONTHS ENDED MARCH 31,
1995.
Revenues
Revenues increased by $1.1 million or 2.2% to $48.9 million for the three
months ended March 31, 1996. This increase is a result of higher volumes
offset by lower electrochemical unit ("ECU") prices. The average ECU price in
the first quarter of 1996 decreased 12.0% from the first quarter of 1995.
Cost of Sales
Cost of sales increased by $4.1 million or 13.5% to $34.8 million for the
three months ended March 31, 1996. This increase is attributable to higher
volumes sold and higher raw material prices, particularly electrolytic power
which increased due to substantially higher natural gas prices resulting from
the harsh winter.
Selling, General and Administrative Expense
Selling, general and administrative expense increased by $1.7 million or
33.0% to $7.0 million during the 1996 period primarily due to increased
goodwill amortization resulting from the Acquisition and additional accrued
compensation pursuant to the Company's incentive compensation program.
Interest
Interest expense during the first quarter of 1996 increased to $4.5 million
from $1.4 million for the 1995 period due to indebtedness incurred as a result
of the Acquisition.
Other Income, Net
Other income, net was $0.3 million lower in the first quarter of 1996 due
to insurance proceeds recognized in the 1995 period.
Income Before Taxes and Extraordinary Item
As a result of the above, net income before taxes and extraordinary expense
decreased $8.2 million to $2.8 million for the three months March 31, 1996
from $11.0 million for the three months ended March 31, 1995.
Provision for Income Taxes
Provision for income taxes was $1.6 million in 1996 as compared to $4.5
million in 1995 due to lower pre-tax income. Taxable income is higher than
book income due to the non-deductibility of amortization of the excess cost
over the fair value of the net assets acquired. A provision is recorded on the
income statement; however, federal income taxes payable are reduced due to the
utilization of the net operating loss carryforward.
Extraordinary Item
An extraordinary item of $3.4 million net of an income tax benefit of $2.1
million recorded during the first quarter of 1995 was due to costs incurred,
and previously capitalized costs written off, pertaining to debt refinanced by
the Predecessor Company in 1995 prior to the Acquisition.
11
<PAGE> 12
LIQUIDITY AND CAPITAL RESOURCES
The Company incurred substantial indebtedness in connection with the
Acquisition and the transaction with Kemira. As of March 31, 1996, the Company
had outstanding indebtedness of approximately $154.5 million. The Company
assumed $8.0 million of term debt concurrently with the acquisition of Kemira
Water Treatment, Inc., with principal payments due at various times beginning
March 31, 2000 and with a final payment due December 31, 2002.
The Company has an available Credit Facility which provides a $30 million
revolving line of credit, subject to borrowing base limitations that relate to
the level of accounts receivable and inventory. As of March 31, 1996, the
Company had $2.9 million of letters of credit outstanding and had, subject to
certain restrictions (including borrowing base limitations), the ability to
draw up to $17.0 million of additional secured indebtedness under the Credit
Facility.
The Company believes that cash flow from current and anticipated future
levels of operations and, to a lesser extent, the availability under the Credit
Facility, will be adequate to make the required payments of principal and
interest on outstanding indebtedness, as well as to fund its foreseeable
capital expenditures and working capital requirements. Annualized cash interest
of $19.8 million will be payable on the Company's long-term debt. The Company
anticipates that capital expenditures for 1996 will be approximately $16.0
million, including approximately $3.4 million for environmental compliance
matters. The Company believes that forecasted capital expenditures will permit
it to maintain its facilities on a basis competitive within the industry
through improved efficiency and throughput and continuation of high operating
rates. To the extent that the Company were to draw upon the commitments under
the Credit Facility due to adverse business conditions or to finance
acquisitions or for other corporate purposes, the Company's aggregate interest
expense would be increased.
The Company's belief that it will generate sufficient cash flow for its
requirements is based, among other things, on the assumptions that: (i) the
Company's cash flow will be positive as a result of the continuing
profitability of its business; (ii) the Company will invest in working capital
in accordance with prior practices; (iii) the Company will not incur any
material capital expenditures in excess of its business plan.
Working Capital. The Company had working capital of $12.7 million at
March 31, 1996, as compared to working capital of $11.0 million at December 31,
1995, primarily due to lower payables in the 1996 period.
Net Cash Used in Investing Activities. Cash used in investing activities
for the first quarter of 1996 was $6.7 million, primarily due to the purchase
of KWT by the Company and the purchase of property plant and equipment.
Net Cash Provided by (Used in) Financing Activities. There was no
significant cash provided by or used in financing activities in the first
quarter of 1996 compared to cash used in financing activities by the
Predecessor Company in the first quarter of 1995 of $0.8 million. The
difference is primarily due to the payment of dividends on Preferred Stock
partially offset by net proceeds from long term debt in the 1995 period.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - The following exhibit is filed as part of this report:
27 Financial Data Schedule
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated February 2, 1996. The
report disclosed under Item 5, Other Events, the purchase by subsidiaries of
the Company of Kemira Water Treatment, Inc., a company which produces specialty
and commodity inorganic coagulants at its plant in Savannah, Georgia, and
related technology and product supply agreements. No financial statements were
filed with the report.
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 hereunto duly authorized.
PIONEER COMPANIES, INC.
May 15, 1996 By: /s/ Philip J. Ablove
--------------------
Vice President and
Chief Financial Officer
13
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- - ------ -----------
<S> <C>
27 Financial data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 10,982
<SECURITIES> 0
<RECEIVABLES> 29,475
<ALLOWANCES> 1,511
<INVENTORY> 14,913
<CURRENT-ASSETS> 55,952
<PP&E> 106,349
<DEPRECIATION> (10,131)
<TOTAL-ASSETS> 275,905
<CURRENT-LIABILITIES> 43,225
<BONDS> 155,240
<COMMON> 86
0
0
<OTHER-SE> 46,969
<TOTAL-LIABILITY-AND-EQUITY> 275,905
<SALES> 48,896
<TOTAL-REVENUES> 48,896
<CGS> 34,752
<TOTAL-COSTS> 34,752
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,462
<INCOME-PRETAX> 2,800
<INCOME-TAX> 1,645
<INCOME-CONTINUING> 1,155
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,155
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
