<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d ) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 33-87404
PRIMECO INC.
TEXAS 74-1951774
------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
16225 PARK TEN PLACE, SUITE 200
HOUSTON, TEXAS 77084
----------------------------------------
(Address of principal executive offices)
(713) 578-5600
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether Registrant (1) has filed all reports 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
----- -----
<PAGE> 2
PRIMECO INC.
<TABLE>
<CAPTION>
Part I. Financial Information Page
<S> <C>
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
June 30, 1995 and December 31, 1994 2
Condensed Consolidated Income Statements
For the three month and six month periods
ended June 30, 1995 and 1994 3
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 1995 and 1994 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. Other Information
Item 5. Other Information:
Issuance of Senior Subordinated Debt 12
Signatures 13
</TABLE>
-1-
<PAGE> 3
PRIMECO INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in Thousands Except for Share Amounts)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
A S S E T S
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 1,530 $ 12,090
Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . 31,912 30,175
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,156 13,187
Rental equipment, net . . . . . . . . . . . . . . . . . . . . . . . 173,392 153,818
Property, plant and equipment, net . . . . . . . . . . . . . . . . 20,955 20,768
Cost in excess of fair value of net assets acquired, net. . . . . . 116,562 117,713
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,481 21,009
-------- --------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . $386,988 $368,760
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . $11,583 $12,122
Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 26,143 23,465
Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 245,500 225,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 26,490 27,594
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 2,545 1,974
Redeemable convertible preferred stock $.01 par value,
$2,000 per share liquidation value, 5,000 shares
authorized and outstanding. . . . . . . . . . . . . . . . . . 9,096 8,975
Common shareholder's equity:
Common stock, $.01 par value, 10,000 shares
authorized and 5,000 shares outstanding . . . . . . . . . . . 1 1
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . 69,116 69,874
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . (3,486) (245)
-------- --------
Common shareholder's equity . . . . . . . . . . . . . . . . . 65,631 69,630
-------- --------
Total liabilities and shareholder's equity . . . . . . . . . $386,988 $368,760
======== ========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-2-
<PAGE> 4
PRIMECO INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Successor Predecessor Successor Predecessor
For The Three For The Three For The Six For The Six
Months Ended Months Ended Months Ended Months Ended
------------- ------------- ------------ ------------
June 30 June 30 June 30 June 30
1995 1994 1995 1994
------------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Rental revenue ............................................. $ 33,634 $ 29,402 $ 64,198 $ 55,542
New equipment sales ........................................ 8,374 7,825 16,316 15,134
Rental equipment sales ..................................... 5,668 7,022 12,303 11,629
Parts and merchandise sales ................................ 8,349 7,146 15,957 13,688
Service and other income ................................... 3,446 2,904 6,586 5,503
--------- --------- --------- ---------
59,471 54,299 115,360 101,496
--------- --------- --------- ---------
Cost of Sales:
Depreciation - rental equipment ............................ 8,006 4,645 15,808 8,757
Cost of new equipment sales ................................ 6,992 6,659 13,684 12,950
Cost of rental equipment sales, net of
accumulated depreciation ................................ 5,661 4,755 12,219 7,626
Cost of parts and merchandise sales ........................ 6,370 5,363 12,176 10,318
Direct operating expenses .................................. 14,881 12,831 29,068 25,265
--------- --------- --------- ---------
41,910 34,253 82,955 64,916
--------- --------- --------- ---------
Gross profit ............................................... 17,561 20,046 32,405 36,580
--------- --------- --------- ---------
Selling, general and administrative expenses .................... 8,657 7,158 17,259 14,428
Depreciation and amortization:
Non-compete agreements ..................................... 375 1,824 750 3,649
Cost in excess of fair value of assets acquired ............ 739 814 1,476 1,627
Property, plant and equipment .............................. 580 503 1,154 1,007
Interest expense, net of interest income ........................ 7,344 3,169 14,049 6,265
--------- --------- --------- ---------
17,695 13,468 34,688 26,976
--------- --------- --------- ---------
Income/(loss) before income taxes and
extraordinary item ...................................... (134) 6,578 (2,283) 9,604
Income tax expense / (benefit) ................................. 195 2,634 (310) 4,020
--------- --------- --------- ---------
Net income/(loss) before extraordinary item ................ ($ 329) $ 3,944 (1,973) $ 5,584
========= =========
Extraordinary loss / net of tax benefit ......................... 0 (1,268)
--------- ---------
Net loss ........................................................ (329) (3,241)
--------- ---------
Dividend requirement and accretion on redeemable
preferred stock ............................................ 381 758
--------- ---------
Net loss applicable to common shareholder ....................... ($ 710) ($ 3,999)
========= =========
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-3-
<PAGE> 5
PRIMECO INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Successor Predecessor
For The For The
Six Months Ended Six Months Ended
---------------- ----------------
June 30 June 30
1995 1994
---------------- ----------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income / (loss).............................................. ($3,241) $5,584
Adjustments to reconcile net (loss) / income to net cash
provided by operating activities:
Depreciation and amortization ....................... 19,188 15,040
Deferred income tax provision ....................... (310) 1,000
Net (gain) / loss on sale of rental equipment and
property, plant and equipment ..................... 212 (3,622)
Extraordinary loss .................................. 1,268 0
Effect of changes in operating assets and liabilities:
Increase in accounts receivable ..................... (1,737) (3,439)
Increase in inventories ............................. (4,969) (301)
(Increase) / decrease in other assets ............... (2,378) 765
Increase in accounts payable, accrued expense,
and other liabilities ............................. 2,710 663
------- -------
Net cash provided by operating activities ........... 10,743 15,690
------- -------
INVESTING ACTIVITIES:
Additions to rental equipment ............................ (47,978) (29,662)
Additions to property, plant and equipment ............... (1,230) (1,124)
Payments of acquisition costs ............................ (325) 0
Proceeds from sales of rental equipment .................. 12,210 11,561
Proceeds from disposal of property, plant and equipment... 63 113
Other .................................................... 0 (729)
------- -------
Net cash used in investing activities ........................... (37,260) (19,841)
------- -------
FINANCING ACTIVITIES:
Net (Payments) / Proceeds from revolving line of credit .. (4,000) 10,000
Payment of Subordinated / Term Loan Facility ............. (75,500) (5,000)
Proceeds from issuance of Senior Subordinated Debt ....... 100,000 0
Payment of financing costs ............................... (3,906) 0
Dividends on Preferred stock paid ........................ (637)
------- -------
Net cash provided by financing activities ....................... 15,957 5,000
------- -------
Net increase/(decrease) in cash and cash equivalents ............ (10,560) 849
Cash and cash equivalents at beginning of period ................ 12,090 2,128
------- -------
Cash and cash equivalents at end of period ...................... $ 1,530 $ 2,977
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
-4-
<PAGE> 6
PRIMECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The accompanying consolidated financial statements of Primeco Inc.
("Primeco") have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
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 only normal recurring adjustments) considered
necessary for a fair presentation of Primeco's financial condition, operating
results and cash flows for the interim periods presented have been included.
Operating results and cash flows for the periods presented are not necessarily
indicative of the results that may be expected for the year ended December 31,
1995. These interim financial statements should be read in conjunction with the
Form S-1 dated February 27, 1995, including the financial statements and notes
contained therein, filed with the Securities and Exchange Commission.
2. The Company
The financial statements include the accounts of Primeco, a
wholly-owned subsidiary of Prime Holding, Inc. ("Holdings"). On December 2,
1994, Holdings acquired Primeco (the "Acquisition") from a subsidiary of Artemis
S.A. through Holdings' subsidiary Prime Acquisition Corp. ("PAC"). Immediately
following the completion of the Acquisition, PAC merged into Primeco, as a
result of which Primeco became a wholly-owned subsidiary of Holdings. For
purposes of identification and description, Primeco is referred to as the
"Predecessor" for the period prior to the Acquisition, the "Successor" for the
period subsequent to the Acquisition and the "Company" for both periods.
-5-
<PAGE> 7
PRIMECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
The following unaudited pro forma statement of operations presents the
results of operations for the six month period ended June 30, 1994 as though the
controlling ownership of the Predecessor had been acquired on January 1, 1994,
and assumes that there were no other changes in the operations of the
Predecessor. The proforma results are not necessarily indicative of the
financial results that might have occurred had the transaction included in the
pro forma statement actually taken place on January 1, 1994, or of future
results of operations (dollars in thousands).
<TABLE>
<CAPTION>
Predecessor
For The Pro Forma For
Six Months The Six
Ended Months Ended
June 30, Pro Forma June 30,
1994 Adjustments 1994
----------- ----------- -------------
<S> <C> <C> <C>
Revenues.................................... $101,496 $ $101,496
-------- -------- --------
Net income / (loss)......................... $ 5,584 (7,628) (2,044)
========
Dividend and accretion on Preferred stock... (758) (758)
-------- --------
Net loss applicable to common shareholder... $ (8,386) $ (2,802)
======== ========
</TABLE>
Proforma adjustments follow the same methodology as is presented in the S-1.
3. Depreciation of Rental Equipment
The Company's cost of rental equipment acquired during the Successor
period, less estimated salvage value, is depreciated over five years using the
straight-line method.
In March 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121 ("SFAS 121"), Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of.
SFAS 121, which is effective for fiscal years beginning after December 15, 1995,
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity, be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company will adopt SFAS 121 at the beginning of 1996. It is
anticipated that the impact of adopting this statement will not have a material
effect on the financial statements.
-6-
<PAGE> 8
PRIMECO INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
4. Issuance of Senior Subordinated Notes
On March 6, 1995 the Successor issued $100,000,000 of 12.75% Senior
Subordinated Notes due March 1, 2005. The Successor received net proceeds of
approximately $96,000,000, which were used to repay $75,000,000 of indebtedness
under the Successor's Subordinated Loan Facility plus accrued interest and
$20,000,000 of indebtedness under the revolving credit portion of the Senior
Credit Facility. The early repayment of the Subordinated Loan Facility including
the write-off of debt issuance costs of $2,062,000 and net of income tax
benefits of $794,000, has been reflected as an extraordinary loss on the six
month Statement of Operations.
Maturities of debt under the bank credit agreement and the Senior
Subordinated Notes are as follows as of June 30, 1995 (dollars in thousands):
<TABLE>
<CAPTION>
Senior Subordinated
June 30, Bank Borrowing Notes
------- -------------- -------------------
<S> <C> <C>
1995 ..................... $ 500
1996 ..................... 1,000
1997 ..................... 1,000
1998 ..................... 12,000
1999 and thereafter....... 131,000 $100,000
-------- --------
$145,500 $100,000
======== ========
</TABLE>
-7-
<PAGE> 9
PRIMECO INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS
Results of Operations
This discussion and analysis compares the results of operations of the
company during the current three month and six month periods with the operating
results of operations during the corresponding period in the prior year.
Three Month Period Ended June 30, 1995 Compared With The Three Month Period
Ended June 30, 1994
Total Revenues for the three months ended June 30, 1995 increased 9.5% to
$59.5 million, when compared with the corresponding prior period revenues of
$54.3 million. This increase is primarily a result of higher rental revenues and
an increase in the sale of parts, merchandise and new equipment.
Rental Revenue for the three months ended June 30, 1995 increased 14.4% to
$33.6 million, when compared with the corresponding prior period rental revenues
of $29.4 million. This increase is the result of an overall improvement in
economic conditions, an increase in the average amount of equipment available
for rental and higher utilization of rental equipment.
New Equipment Sales for the three months ended June 30, 1995 increased
7.0% to $8.4 million, when compared with the corresponding prior period sales of
$7.8 million. This increase is due primarily to improved general economic
conditions.
Rental Equipment Sales for the three months ended June 30, 1995 decreased
19.3% to $5.7 million, when compared with the corresponding prior period sales
of $7.0 million, due to management's efforts to maintain rental fleet levels to
meet the strong demand for rental equipment.
Parts and Merchandise Sales for the three months ended June 30, 1995
increased 16.8% to $8.3 million, when compared with the corresponding prior
period sales of $7.1 million. This increase correlates to the higher rental
revenues and sales of new equipment.
Service and Other Income for the three months ended June 30, 1995
increased 18.7% to $3.4 million when compared with the corresponding prior
period sales of $2.9 million. This increase relates to the increased rental
revenue.
Gross Profit for the three months ended June 30, 1995 decreased 12.4% to
$17.6 million, when compared with the corresponding prior period gross profit of
$20.0 million. The decrease in gross profit is the result of the Acquisition on
December 2, 1994, which increased the cost of sales due to higher depreciation
expense for rental equipment and the cost of rental equipment sales resulting
from the step-up of rental equipment fleet to its fair market value. Gross
profit was also impacted by direct operating expenses which increased primarily
due to higher compensation costs (reflecting an increased number of employees)
and increased maintenance costs necessary
-8-
<PAGE> 10
PRIMECO INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS - (Continued)
to support the increased size of the rental fleet and to staff new rental
equipment yards. The increase in direct operating expenses also reflects
start-up costs of opening five new rental equipment yards.
Selling, General and Administrative Expenses for the three months ended
June 30, 1995 increased 20.9% to $8.7 million, when compared with the
corresponding prior period expenses of $7.2 million. The increase reflects
higher sales commissions due to increased rental and sales revenue and the
reduction in the prior year period relating to an insurance settlement and a
franchise tax refund.
Depreciation and Amortization - Amortization of non-compete agreements for
the three months ended June 30, 1995 decreased 79.4% to $0.4 million, when
compared with the corresponding prior period amortization of $1.8 million. This
is primarily from lower amortization expense associated with the Successor's
noncompete agreement compared to the noncompete agreement the Predecessor had
with its former owner.
Interest expense (net of interest income) for the three months ended
June 30, 1995 increased 131.7% to $7.3 million, when compared with the
corresponding prior period interest expense of $3.2 million. The increase
primarily reflects higher borrowings outstanding following the Acquisition which
closed on December 2, 1994. The Successor's indebtedness, as of June 30, 1995,
totalled $245.5 million, compared to $138 million as of June 30, 1994.
Six Month Period Ended June 30, 1995 Compared With The Six Month Period Ended
June 30, 1994
Total Revenues for the six months ended June 30, 1995 increased 13.7% to
$115.4 million when compared with the corresponding prior period revenues of
$101.5 million. This increase reflects an increase in all of Prime's revenue
components with Rental Revenues producing the largest dollar increase.
Rental Revenues for the six months ended June 30, 1995 increased 15.6% to
$64.2 million when compared with the corresponding prior period rental revenues
of $55.5 million. The increase reflects higher utilization of rental equipment
resulting from improved economic condition in Prime's market areas as well as an
increase in the fleet available for rental.
New Equipment Sales for the six months ended June 30, 1995 increased 7.8%
to $16.3 million when compared with the corresponding prior period sales. This
increase reflects strong economic conditions. The overall economic strength
resulted in a gross margin percentage in the sales of new equipment of 16.1 %
versus a 14.4% margin from the prior year period.
Rental Equipment Sales for the six months ended June 30, 1995 increased
5.8% to $12.3 million when compared with the corresponding prior period sales of
$11.6 million. The small increase reflects management efforts to maintain the
rental fleet at a level high enough to meet
-9-
<PAGE> 11
PRIMECO INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS - (Continued)
a strong overall demand for rental equipment.
Parts and Merchandise Sales for the six months ended June 30, 1995
increased 16.6% to $16.0 million when compared with the corresponding prior
period sales of $13.7 million. This corresponds with the increased Rental
Revenues and Sales of New Equipment.
Service and Other Income for the six months ended June 30, 1995 increased
19.7% to $6.6 million when compared with the corresponding prior period sales of
$5.5 million. The revenue classification is supplemental to, and related to, the
increase in Rental Revenues.
Gross Profit for the six months ended June 10, 1995 decreased 11.4% to
$32.4 million when compared with the corresponding prior period Gross Profit of
$36.6 million. As previously discussed, the decrease in Gross Profit is the
result of the Acquisition on December 2, 1994, which increased the cost of sales
due to higher depreciation expense for rental equipment and the cost of rental
equipment sales resulting from the step-up of rental equipment fleet to its fair
market value. Gross Profit was also impacted by Direct Operating Expense
increases associated with the opening of five new rental equipment yards during
1995, versus two during the comparable period in 1994.
Selling, General and Administrative Expense for the six month period ended
June 30, 1995 increased 19.6% to $17.3 million when compared to the prior period
expense of $14.4 million. The increase reflects high sales commissions due to
increased revenue and the fact that prior period results were favorably impacted
by a large insurance settlement and a franchise tax refund.
Depreciation and Amortization - Amortization of non-compete agreement for
the six months ended June 30, 1995 decreased 79.4% to $0.8 million when compared
with corresponding prior period amortization of $3.6 million. This is due to
lower current period expense associated with a smaller non-compete agreement
when compared with the Predecessor's non-compete agreement with its former
owner.
Interest Expense (net of interest income) for the six months ended June
30, 1995 increased 124.2% to $14.0 million when compared with the corresponding
prior period Interest Expense of $6.3 million. This reflects higher borrowing
outstanding following the Acquisition, which closed on December 2, 1994. The
successors' indebtedness, as of June 30, 1995, totalled $245.5 million, compared
to $138 million as of June 30, 1994.
Liquidity and Capital Resources
The Successor provided $10.7 million of cash from operating activities
during the six month period ending June 30, 1995, compared to net cash of $15.7
million for the period ending June 30, 1994. During the current period, cash was
used to fund the operating loss and acquire certain assets.
-10-
<PAGE> 12
PRIMECO INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF
OPERATIONS - (Continued)
The Company's primary capital requirements were for the purchases of
rental equipment to expand its business and to replace rental equipment sold.
Total purchases of rental equipment were $48.0 million and proceeds from the
sale of used rental equipment totalled $12.2 million for the period ended
June 30, 1995.
On March 6, 1995, the Successor issued $100,000,000 of 12.75% Senior
Subordinated Notes due March 1, 2005. The Successor received net proceeds of
approximately $96,000,000, which were used to repay $75,000,000, of indebtedness
under the Successor's Subordinated Loan Facility plus accrued interest and;
$20,000,000 of indebtedness under the revolving credit portion of the Senior
Credit Facility.
The Successor believes that its cash flows from operating activities,
proceeds from the sale of used rental equipment and its borrowing capacity under
the Successor's revolving credit facility, (as of June 30, 1995 the Successor
has $148,000,000 availability under its $175,000,000 Revolving Credit Facility)
will be sufficient to finance the Successor's operations and anticipated capital
expenditures through 1995.
Other Matters
In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121 ("SFAS 121"), Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.
SFAS 121, which is effective for fiscal years beginning after December 15, 1995,
requires that long-lived assets and certain identifiable intangibles to be held
and used by an entity to be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. The Successor will adopt SFAS 121at the beginning of 1996. It is
anticipated that the impact of adopting this statement will not have a material
effect on the financial statements.
-11-
<PAGE> 13
PRIMECO INC.
PART II. OTHER INFORMATION
Item 5. Other Information
Issuance of Senior Subordinated Debt
On March 6, 1995 the Successor issued $100,000,000 of 12.75% Senior
Subordinated Notes due March 1, 2005. The Successor received net
proceeds of approximately $96,000,000, which were used to repay
$75,000,000, of indebtedness under the Successor's Subordinated Loan
Facility plus accrued interest and; $20,000,000 of indebtedness under
the revolving credit portion of the Senior Credit Facility.
-12-
<PAGE> 14
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.
PRIMECO INC.
August 2, 1995
--------------------------------
Kevin L. Loughlin
(Executive Vice President, Chief
Financial Officer)
--------------------------------
John D. Latimer
(Controller)
-13-
<PAGE> 15
INDEX TO EXHIBITS
Exhibit 27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Second
Quarter 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U. S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-1-1995
<PERIOD-END> JUN-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,530
<SECURITIES> 0
<RECEIVABLES> 31,912<F1>
<ALLOWANCES> 0
<INVENTORY> 18,156
<CURRENT-ASSETS> 51,598
<PP&E> 194,347<F2>
<DEPRECIATION> 0
<TOTAL-ASSETS> 386,988
<CURRENT-LIABILITIES> 37,726
<BONDS> 245,500
<COMMON> 1
9,096
0
<OTHER-SE> 65,630
<TOTAL-LIABILITY-AND-EQUITY> 386,988
<SALES> 44,576
<TOTAL-REVENUES> 115,360
<CGS> 38,079
<TOTAL-COSTS> 82,955
<OTHER-EXPENSES> 34,688
<LOSS-PROVISION> 248
<INTEREST-EXPENSE> 14,049
<INCOME-PRETAX> (2,283)
<INCOME-TAX> (310)
<INCOME-CONTINUING> (1,973)
<DISCONTINUED> 0
<EXTRAORDINARY> (1,268)
<CHANGES> 0
<NET-INCOME> (3,241)<F3>
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Net of Allowance for doubtfull accounts
<F2>Includes Equipment for rent and is net of Accumulated Depreciation
<F3>Before Dividends and Accretion on redeemable preferred stock
</FN>
</TABLE>
