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, 1999
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 0-23210
TRISM, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3491658
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4174 Jiles Road, Kennesaw, Georgia 30144
(Address of principal executive offices) (Zip Code)
(770) 795-4600
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.
[ X ] Yes [ ] No
As of March 31, 1999, 5,702,137 shares of TRISM, Inc.'s common stock,
par value $.01 per share, were outstanding.
<PAGE>
TRISM, INC
TABLE OF CONTENTS
ITEM PAGE
Part I FINANCIAL INFORMATION
Item 1. Financial Statements 3
Item 2. Management's Discussion and Analysis of 8
Financial Condition and Results of Operations
Part II OTHER INFORMATION
Item 1. Legal Proceedings 6
Item 6. Exhibits and Reports on Form 8-K 12
2
<PAGE>
<TABLE>
ITEM 1. Financial Statements
TRISM, Inc.
Consolidated Balance Sheets
As of March 31, 1999 and December 31, 1998
(In thousands, unaudited)
<CAPTION>
March 31, December 31,
1999 1998
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,209 $ 2,029
Restricted cash and insurance deposits 847 847
Accounts receivable, net of allowance for doubtful accounts
of $1,322 and $1,063 for 1999 and 1998, respectively 37,186 37,388
Materials and supplies 1,269 1,389
Prepaid expenses 16,827 18,795
Deferred income taxes 3,035 3,901
------------ ------------
Total current assets 64,373 64,349
Property and equipment, at cost 193,486 193,953
Less: accumulated depreciation and amortization (68,303) (64,775)
------------ ------------
Net property and equipment 125,183 129,178
Intangibles and other, net 19,336 19,624
Other 583 801
------------ ------------
Total assets $ 209,475 $ 213,952
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,071 $ 7,206
Bank overdraft 4,674 5,642
Accrued expenses and insurance reserves 14,362 12,412
Current maturities of long-term debt:
Principal payments 13,464 13,857
Residual obligations on equipment debt 4,024 4,014
------------ ------------
Total current liabilities 45,595 43,131
Long-term debt, less current maturities 142,051 144,419
Insurance reserves 6,840 6,702
Deferred income taxes 3,035 3,901
------------ ------------
Total liabilities 197,521 198,153
Commitments and contingencies
Stockholders' equity:
Common stock; $.01 par; 10,000 shares authorized;
issued 5,903 shares 59 59
Additional paid-in capital 37,229 37,229
Loans to stockholders (83) (83)
Accumulated deficit (23,614) (19,769)
Treasury stock, at cost, 201 shares (1,637) (1,637)
------------ ------------
Total stockholders' equity 11,954 15,799
------------ ------------
Total liabilities and stockholders' equity $ 209,475 $ 213,952
============ ============
See accompanying notes to consolidated financial statements.
</TABLE>
3
<PAGE>
<TABLE>
ITEM 1. Financial Statements, Continued
TRISM, Inc.
Consolidated Statements of Operations
For the three months ended March 31, 1999 and 1998
(In thousands, except per share amounts, unaudited)
<CAPTION>
1999 1998
<S> <C> <C>
Revenues $ 68,630 $ 72,129
------------ ------------
Operating expenses:
Salaries, wages and fringe benefits 25,417 28,023
Operating supplies and expenses 9,437 10,916
Contractor equipment 6,604 5,301
Operating taxes and licenses 6,124 6,591
Depreciation and amortization 5,130 5,049
Brokerage carrier expense 5,118 4,624
General supplies and expenses 3,863 3,562
Revenue equipment rents 3,643 3,211
Claims and insurance 2,145 2,426
Communications and utilities 1,169 1,273
Loss on disposition of assets 32 417
------------ ------------
Total operating expenses 68,682 71,393
Operating income (52) 736
Interest expense, net 3,595 3,652
Other expense (income) 198 80
------------ ------------
Loss before income tax benefit (3,845) (2,996)
Income tax benefit - 1,049
------------ ------------
Net loss $ (3,845) $ (1,947)
============ =============
Basic loss per share $ (.67) $ (.34)
============ =============
Diluted loss per share $ (.67) $ (.34)
============ =============
Weighted average number of shares used in
computation of basic and diluted loss per share 5,702 5,737
============ =============
See accompanying notes to consolidated financial statements.
</TABLE>
4
<PAGE>
<TABLE>
ITEM 1. Financial Statements, Continued
TRISM, Inc.
Consolidated Statements of Cash Flows
For the three months ended March 31, 1999 and 1998
(In thousands, unaudited)
<CAPTION>
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (3,845) $ (1,947)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 5,378 5,242
Loss on disposition of assets 32 417
Provision for losses on accounts receivable 348 223
Deferred gain on sale-leaseback (64) (65)
Deferred income taxes - (1,110)
Changes in assets and liabilities:
Accounts receivable (50) 1,212
Prepaid expenses 1,968 1,199
Accrued expenses and insurance reserves 2,298 3,212
Accounts payable 1,868 (3,141)
Other (29) (81)
------------ --------------
Net cash provided by operating activities 7,904 5,161
------------ --------------
Cash flows from investing activities:
Proceeds from sale of assets 864 2,643
Purchases of property and equipment (847) (411)
Collection of notes receivable and other, net 47 688
Refund of restricted deposits - 16
Contingent acquisition payments - (200)
------------ --------------
Net cash provided by investing activities 64 2,736
------------ --------------
Cash flows from financing activities:
Net proceeds (repayment) under revolving credit agreement (2,441) 1,239
Repayment of long-term debt and capital lease obligations (4,130) (7,062)
Issuance of long-term debt 2,750 -
Decrease in bank overdrafts (968) (248)
Purchase of treasury stock - (88)
------------ --------------
Net cash used in financing activities (4,789) (6,159)
------------ --------------
Increase in cash and cash equivalents 3,179 1,738
Cash and cash equivalents, beginning of period 2,029 6,271
------------ --------------
Cash and cash equivalents, end of period $ 5,208 $ 8,009
============ ==============
Supplemental cash flow information:
Cash paid during the period for:
Interest (non-capitalized) $ 1,355 $ 1,317
============ ==============
Capital lease equipment purchases and borrowings $ 1,070 $ 1,839
============ ==============
See accompanying notes to the consolidated financial statements.
</TABLE>
5
<PAGE>
TRISM, Inc.
Notes to Consolidated Financial Statements
Accounting Policies
The 1998 Annual Report on Form 10-K for Trism, Inc. includes a summary
of significant accounting policies and should be read in conjunction
with this Form 10-Q. The statements for the periods presented are
condensed and do not contain all information required by generally
accepted accounting principles to be included in a full set of
financial statements. In the opinion of management, all adjustments
(consisting of only normal recurring adjustments) necessary to present
fairly the financial position as of March 31, 1999 and December 31,
1998 and the results of operations and cash flows for the periods
ended March 31, 1999 and 1998, respectively, have been included. The
Company's operations are subject to seansonal trends common to the
trucking industry. Results of operations for the quarters ending in
December and March are materially lower than the quarters ending in
June and September due to reduced shipments and higher operating costs
in the winter months. The results of operations for any interim
period are not necessarily indicative of the results of operations to
be expected for the entire year. Certain reclassifications were made
to the 1998 accounts to reflect classifications adopted in 1999.
Revolving Credit Facility
On February 23, 1999, the Company amended the revolving credit
facility ("Revolver") to include a term loan in the amount of $2.8
million and utilized certain unencumbered trailers as collateral.
Cash and Availability under the Revolver was approximately $13.8
million at March 31, 1999, net of a reduction for outstanding letters
of credit of approximately $11.4 million.
Contingencies
Under the Comprehensive Environmental Responses, Compensation and
Liability Act ("CERCLA") and similar state laws, a transporter of
hazardous substances may be liable for the costs of responding to the
release or threatened release of hazardous substances from disposal
sites if such transporter selected the site for disposal. Because it
is the Company's practice not to select the sites where hazardous
substances and wastes will be disposed, the Company does not believe
it will be subject to material liability under CERCLA and similar
laws. Although the Company has been identified as a "potentially
responsible party" (PRP) at two sites, solely because of its
activities as a transporter of hazardous substances, the Company does
not believe it will be subject to material liabilities at such sites.
The Company is a party to certain legal proceedings incidental to its
business, primarily involving claims for personal injury or property
damage arising from the transportation of freight. The Company does
not believe that these legal proceedings, or any other claims or
threatened claims of which it is aware, are likely to materially and
adversely affect the Company's financial condition. With regard to
personal injury, property damage, workers' compensation claims, and
cargo claims, the Company is and has been covered by insurance. Such
matters may include claims for punitive damages. It is an open
question in some jurisdictions in which the Company does business as
to whether or not punitive damages awards are covered by insurance.
Segment and Related Information
The Company identifies operating segments based on management
responsibility and marketing strategies. The Company has three
reportable segments: Heavy Haul, Secured Materials and Logistics.
Heavy Haul
This segment consists of TSC, the Company's largest operating segment,
specializing in the transportation of over-sized and over-dimensional
loads throughout the United States, Canada, and Mexico. The largest
markets for Heavy Haul are manufacturers of large machinery and
equipment, suppliers and contractors to industrial and public
construction, importers of industrial durable goods and the U.S.
Government. Also, the Company entered the Super Heavy Haul market in
1997 through its strategic alliance with Econofreight Group Limited, a
U.K. subsidiary of Brambles Corporation. The Super Heavy Haul market
allows for the transportation of freight in excess of 80 tons up to
10,000 tons.
6
<PAGE>
Notes to Consolidated Financial Statements, Continued
Segment and Related Information, Continued
Secured Materials
The Secured Materials segment is characterized by the toxic or
explosive nature and special handling requirements of the cargo. The
cargo typically consists of military munitions, commercial explosives,
hazardous waste, and radioactive materials. The largest markets for
Secured Materials are the United States government and various
governmental agencies, waste generators, and environmental clean-up
firms.
TSMT, Diablo and CIW service customers in the munitions and explosives
market and are collectively the largest transporters of Department of
Defense munitions in the continental United States. TSMT and CIW
operate throughout the continental United States with Diablo's market
focus primarily in the western regions of the United States.
Trism Environmental Services ("TES"), a division of TSMT, provides
service to customers in the hazardous waste and radioactive materials
market and is the largest transporter of hazardous waste materials in
the United States. TES operates throughout the United States, but its
primary market focus is east of the Mississippi.
The operating companies within the Secured Materials group have
operating authority in the entire continental United States and
certain provinces of Canada. In addition, the group maintains trailer
interchange agreements with certain Mexican carriers.
Logistics
The Logistics segment specializes in the management of freight by
truck (particularly in the hazardous waste market). TLI's client base
includes engineering and construction companies, suppliers to the
European Community, Fortune 500 companies and major utility companies.
In September of 1998, TLI began operations to provide logistics
services to the rail industry through its intermodal division.
A summary of segment information is presented below (in thousands):
Operating Revenue
Three Months Ended
March 31,
Segment 1999 1998
--------------------------------------------------------------
Heavy Haul $ 49,694 $ 48,779
Secured Materials 20,035 24,327
Trism Logistics 1,802 2,314
Eliminations and other (2,901) (3,291)
--------------------------------------------------------------
Consolidated $ 68,630 $ 72,129
--------------------------------------------------------------
Operating Income
Three Months Ended
March 31,
Segment 1999 1998
--------------------------------------------------------------
Heavy Haul $ 608 $ 207
Secured Materials (852) 331
Logistics 192 198
--------------------------------------------------------------
Consolidated $ (52) $ 736
7
<PAGE>
Management's Discussion and Analysis of Financial Conditions and
Results of Operations
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. Certain statements in this
Form 10-Q include information that is forward-looking, such as the
Company's opportunities to reduce overhead costs and increase
operational efficiency, its anticipated liquidity and capital
requirements and the results of legal proceedings.
The matters referred to in forward-looking statements could be
affected by the risks and uncertainties involved in the Company's
business. Subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements in
this paragraph.
The following discussion and analysis should be read in conjunction
with the Company's Consolidated Financial Statements and notes for the
year ended December 31, 1998 and quarter ended March 31, 1999.
The following table summarizes certain financial information on a
percentage of revenue basis for the three months ended March 31, 1999
and 1998.
1999 1998 Variance
Percentage of Revenue Basis:
Operating Revenue: 100.0 100.0 -
------ ------ ----------
Operating Expenses:
Salaries, wages and fringe benefits 37.0 38.9 (1.9)
Operating supplies and expenses 13.8 15.1 (1.3)
Contractor equipment 9.6 7.3 2.3
Operating taxes and licenses 8.9 9.1 (0.2)
Deprecation and amortization 7.5 7.0 0.5
Brokerage carrier expense 7.5 6.4 1.1
General supplies and expenses 5.6 4.9 0.7
Revenue equipment rents 5.3 4.5 0.8
Claims and insurance 3.1 3.4 (0.3)
Communications and utilities 1.7 1.8 (0.1)
Loss on disposition of assets 0.1 0.6 (0.5)
------ ------ ----------
Total operating expenses 100.1 99.0 1.1
Income from operations (0.1) 1.0 (1.1)
Interest expense, net 5.2 5.1 0.1
Other expense (income) 0.3 0.1 0.2
------ ------ ----------
Loss before income taxes (5.6) (4.2) (1.4)
Income tax benefit - 1.5 (1.5)
------ ------ ----------
Net loss (5.6) (2.7) (2.9)
======= ======= ==========
8
<PAGE>
Management's Discussion and Analysis of Financial Conditions and
Results of Operations, Continued
Summary of First Quarter 1999 Results
Net loss for the quarter ended March 31, 1999, amounted to $3.8
million or $0.67 per basic share compared to a net loss of $1.9
million or $0.34 per basic share in the first quarter of 1998. The
results for the first quarter of 1999 include the full reserve for
additional tax benefits associated with the net operating loss carry-
forwards in the amount of $1.3 million, or $.22 per share.
Furthermore, first quarter operating results were negatively impacted
by lower asset productivity in both the Heavy Haul and Secured
segments. Additionally, the Secured segment was negatively impacted by
lower freight rates and a lower percentage of loaded miles to total
miles.
Operating Revenue
Operating revenue decreased $3.5 million, or 4.9% from the first
quarter 1998 to 1999. Revenue per loaded mile decreased to $1.73 for
the quarter ended March 31, 1999 from $1.74 for the quarter ended
March 31, 1998, excluding Super Heavy Haul market related revenues.
Additionally, operating revenues were impacted by a decline in the
load ratio of 0.1% and total miles driven of approximately 3.8 million
from the first quarter of 1998 to 1999.
The Secured segment was affected by continued competitive market
conditions in the munitions and hazardous waste markets which
negatively impacted pricing, load ratio and asset productivity. In
addition, the Heavy Haul segment was impacted by lower asset
productivity.
Operating Income
First Quarter 1999 as compared to 1998
Operating income for the three months ended March 31, 1999 was
negatively affected in comparison to 1998 based upon the following
factor: (a) freight revenues impact of $1.7 million primarily
resulting from a lower rate per loaded mile and fewer miles driven.
In addition, certain variable costs negatively impacted operating
income as follows: (a) higher driver wage costs of $0.5 million; (b)
higher contractor equipment costs of $0.4 million as a result of
increased miles driven by contractor equipment; and (c) higher
maintenance charges of $0.2 million resulting from an
increase in the overall age of the tractor fleet.
Offsets to the negative profit contribution variances impacting first
quarter 1999 operating income compared to 1998 resulted from (a)
lower fuel costs of $0.1 million due to lower fuel prices; and (b)
lower insurance cost of $0.1 million resulting from a decrease in
the severity of accidents. Additionally, fixed freight operating
costs and loss on sale of assets were $1.1 and $0.4 million,
respectively, lower for the first quarter 1999 as compared to 1998.
Furthermore, the Super Heavy Haul market operating income was $0.4
million higher in 1999 as compared to 1998.
Operating and Other Expenses
Total operating expenses were approximately $68.7 million for the
three months ended March 31, 1999 as compared to $71.4 million for the
three months ended March 31, 1998. The following expense categories
increased or decreased significantly as a percentage of revenue
between the periods:
Salaries, wages and fringe benefits decreased 1.9% of revenue during
the quarter ended March 31, 1999 as compared to the corresponding
period in 1998. The decrease is primarily due to lower non-driver
wage costs and lower driver wages due to an overall increase in the
mix of contractor equipment.
Operating supplies decreased by 1.3% of revenue during the quarter
ended March 31, 1999 as compared to the corresponding period in 1998
as a result of reduced fuel expenditures.
9
<PAGE>
Management's Discussion and Analysis of Financial Conditions and
Results of Operations, Continued
Operating and Other Expenses, Continued
Brokerage expenses increased 1.1% of revenue from the quarter ended
March 31, 1999 as compared to the corresponding period in 1998
consistent with the increase in brokerage revenue of 1.4% of revenue
for the quarter ended March 1999 to 1998.
General supplies expenses increased by 0.7% of revenue for the quarter
ended March 31, 1999 as compared to the corresponding period in 1998
primarily as a result of increased driver recruiting expenditures in
1999.
Revenue equipment rent expenses increased by 0.8% of revenue for the
quarter ended March 31, 1999 as compared to the corresponding period
in 1998 consistent with the increase relating to additional trailer
rentals of $1.1 million pertaining to higher revenues at the Super
Heavy Haul market.
The Company established a valuation allowance of $1.3 million relating
to tax benefits associated with net operating loss carryforwards in
the first quarter of 1999. In the first quarter of 1998, the Company
recorded an income tax benefit of $1.0 million.
Liquidity and Capital Resources
Net cash provided by operating activities was $7.9 million in 1999
compared to $5.2 million in 1998. The increase is primarily due to
improved management of working capital in the accounts payable cycle.
Net cash provided by investing activities was $0.1 million in 1999
compared to $2.7 million in 1998. The decrease in investing activity
cash is primarily attributed to a decrease in proceeds from sale of
assets and an increase in purchases of property and equipment.
Net cash used in financing activities was $4.8 million in 1999
compared to $6.2 million in 1998. The decrease in cash used in
financing activities is primarily related to a term loan under its
revolving credit facility in which the Company borrowed $2.8 million
in 1999.
Capital Requirements
The Company estimates 1999 capital expenditures of approximately $11
million primarily related to the replacement of tractors and trailers.
The Company estimates net proceeds from the sale of the equipment to
amount to approximately $1.0 million. The Company intends to extend
the maturities of approximately $6.0 million in tractor equipment
under certain operating and capital lease obligations.
Maturity of the Senior Subordinated Notes
The Company has $86.2 million of Senior Subordinated Notes (the
"Notes") outstanding as of March 31, 1999, which mature December 15,
2000. The Executive Committee of the Board of Directors and key
management (the "Committee") have been mandated to evaluate the
various options available to refinance the Notes and select the
appropriate strategy to successfully execute a recapitalization plan.
Engagement of Investment Advisor
On May 10, 1999, the Company engaged BT Alex.Brown to assist in the
formulation of the Company's recapitalization plan.
10
<PAGE>
Management's Discussion and Analysis of Financial Conditions and
Results of Operations, Continued
Year 2000 Position Statement
The Company has evaluated its internal date-sensitive systems and
equipment for Year 2000 compliance. The assessment and testing phase
of the Year 2000 project is complete and included both information
technology equipment and non-information technology equipment. Based
on its assessment and testing, the Company determined that it's
critical software, hardware and information technology equipment was
in compliance with Year 2000 requirements. However, at March 31,
1999, the Company was approximately 95% complete in the modification
or replacement of the non-information technology equipment requiring
remediation. The Company expects such remediation to be completed by
August 1999. The Company does not believe the effect of the Year 2000
is likely to have a material adverse impact. The total estimated cost
of the Year 2000 project was not material and is being funded by
operating cash flows.
The Company has also communicated with key suppliers and customers to
determine their Year 2000 compliance and the extent to which the
Company is vulnerable to any third-party Year 2000 issues. This
program will be ongoing, and the Company's efforts with respect to
specific problems identified will depend on its assessment of the
risk. Most key suppliers and customers who have replied to the
Company's inquiries indicated they expect to be Year 2000 compliant on
a timely basis. There can be no assurance that there will not be an
adverse effect on the Company if third parties do not make the
necessary modifications to their systems in a timely manner. However,
management believes that ongoing communication with and assessment of
these third parties will minimize these risks.
Where needed, the Company will establish contingency plans based on
actual testing results and assessment of outside risks.
The costs of the Year 2000 issue and completion dates are based on
management's best estimates which are derived utilizing numerous
assumptions of future events, including the continued availability of
certain resources, third-party modification plans and other factors.
However, there can be no guarantee that these estimates will be
achieved, and actual results could differ materially from those plans.
The above statement in its entirety is designated a Year 2000
readiness disclosure under the Year 2000 Information and Readiness
Disclosure Act.
Accounting Pronouncements
In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 establishes accounting
and reporting standards for derivatives and hedging. It requires that
all derivatives are recognized as either assets or liabilities at fair
value and establishes specific criteria for the use of hedge
accounting. The Company's required adoption date is January 1, 2000.
SFAS 133 is not to be applied retroactively to financial statements of
prior periods. The Company expects no material adverse effect on
consolidated results of operations, financial position, cash flows or
stockholders' equity upon adoption of SFAS 133.
11
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
The following exhibit is filed as part of this report.
Designation Nature of Exhibit
11 Computation of Basic and Diluted earnings (loss) per share
27 Financial Data Schedule
B. Reports on Form 8-K
During the quarter covered by this report there were no
reports on Form 8-K filed.
Items 2, 3, and 5 of Part II were not applicable and have
been omitted.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TRISM, INC.
By:/s/Edward L. McCormick
Edward L. McCormick
Director, President and
Chief Executive Officer
By:/s/James G. Overley
James G. Overley
Senior Vice President of Finance,
Chief Financial Officer and Treasurer
Date: May 14, 1999
13
<PAGE>
TRISM, INC.
Exhibit Index
Exhibit Number Description Page Number
11 Computation of basic and diluted earnings 15
per common share
27 Financial Data Schedule 16
<TABLE>
EXHIBIT 11
TRISM, INC.
Computation of Basic and Diluted Earnings Per Common Share
(In thousands, except per share amounts, unaudited)
<CAPTION>
Three Months Ended
March 31,
1999 1998
<S> <C> <C>
Net loss $ (3,845) $ (1,947)
========== ===========
Weighted average number of shares
Basic:
Average common shares outstanding 5,702 5,737
---------- ----------
Diluted:
Average common shares outstanding 5,702 5,737
Common share equivalents resulting from assumed exercise
of stock options - -
---------- ----------
5,702 5,737
Loss per common share:
Basic $ (.67) $ (.34)
========== ===========
Diluted $ (.67) $ (.34)
========== ===========
</TABLE>
Earnings (Loss) Per Share
Basic earnings (loss) per share excludes dilution and is computed by
dividing net earnings (loss) by the weighted average number of common
shares outstanding. Common shares outstanding include issued shares
less shares held in treasury. Diluted earnings per share reflect the
potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted into common stock
(common stock equivalents). Diluted earnings per share is calculated
by dividing net income by the sum of the weighted average number of
common shares outstanding and dilutive common stock equivalents at the
end of each reporting period. Common stock equivalents are excluded
from the diluted calculation if a net loss was incurred for the period
as these transactions are anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5209
<SECURITIES> 0
<RECEIVABLES> 38508
<ALLOWANCES> 1322
<INVENTORY> 1269
<CURRENT-ASSETS> 64373
<PP&E> 193486
<DEPRECIATION> 68303
<TOTAL-ASSETS> 209475
<CURRENT-LIABILITIES> 45595
<BONDS> 86230
0
0
<COMMON> 59
<OTHER-SE> 11895
<TOTAL-LIABILITY-AND-EQUITY> 209475
<SALES> 0
<TOTAL-REVENUES> 68630
<CGS> 0
<TOTAL-COSTS> 68682
<OTHER-EXPENSES> 198
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3595
<INCOME-PRETAX> (3845)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3845)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3845)
<EPS-PRIMARY> (.67)
<EPS-DILUTED> (.67)
</TABLE>
