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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


 

FORM 10-K

 

(mark one)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended January 1, 2005

 

¨ 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 1-11406

 

KADANT INC.

(Exact name of Registrant as specified in its charter)

 

Delaware   52-1762325
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)

One Acton Place, Suite 202

Acton, Massachusetts

  01720
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (978) 776-2000

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class


 

Name of Each Exchange on Which Registered


Common Stock, $.01 par value

  New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

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 the filing requirements for the past 90 days.    Yes x    No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference into Part III of this Form 10-K or any amendment to this Form 10-K.    x

 

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x    No ¨

 

The aggregate market value of the voting and non-voting common equity held by nonaffiliates of the Registrant as of July 2, 2004, was approximately $314,689,000.

 

As of March 1, 2005, the Registrant had 13,932,100 shares of Common Stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the Registrant’s definitive proxy statement pursuant to Regulation 14A promulgated under the Securities Exchange Act, as amended, to be used in connection with the Registrant’s 2005 Annual Meeting of Shareholders are incorporated by reference into Part III of this Form 10-K. A copy of this document can be obtained at no cost by calling the Company at (978) 776-2000.


Table of Contents

Kadant Inc.

Annual Report on Form 10-K

for the Fiscal Year Ended January 1, 2005

 

Table of Contents

 

          Page

PART I

Item 1.

  

Business

   1

Item 2.

  

Properties

   7

Item 3.

  

Legal Proceedings

   7

Item 4.

  

Submission of Matters to a Vote of Security Holders

   7
PART II

Item 5.

   Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities    8

Item 6.

  

Selected Financial Data

   9

Item 7.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    10
    

Risk Factors

   22

Item 7A.

  

Quantitative and Qualitative Disclosures About Market Risk

   27

Item 8.

  

Financial Statements and Supplementary Data

   28

Item 9.

   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure    28

Item 9A.

  

Controls and Procedures

   28
PART III

Item 10.

  

Directors and Executive Officers of the Registrant

   29

Item 11.

  

Executive Compensation

   29

Item 12.

   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters    29

Item 13.

  

Certain Relationships and Related Transactions

   30

Item 14.

  

Principal Accountant Fees and Services

   30
PART IV

Item 15.

  

Exhibits and Financial Statement Schedules

   31

 

 


Table of Contents
Kadant Inc.   2004 Annual Report

 

PART I

 

Forward-Looking Statements

 

This Annual Report on Form 10-K and the documents that we incorporate by reference in this Report include forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Exchange Act of 1933, as amended. These forward-looking statements are not statements of historical fact, and may include statements regarding possible or assumed future results of operations. Forward-looking statements are subject to risks and uncertainties and are based on the beliefs and assumptions of our management, using information currently available to our management. When we use words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “should,” “likely,” “will,” “would,” or similar expressions, we are making forward-looking statements.

 

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties, and assumptions. Our future results of operations may differ materially from those expressed in the forward-looking statements. Many of the important factors that will determine these results and values are beyond our ability to control or predict. You should not put undue reliance on any forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise. For a discussion of important factors that may cause our actual results to differ materially from those suggested by the forward-looking statements, you should read carefully the section captioned “Risk Factors” in Part II, Item 7, of this Report.

 

Item 1.    Business

 

Introduction

 

The Company was incorporated in Delaware in November 1991 to be the successor-in-interest to several papermaking equipment businesses of Thermo Electron Corporation (Thermo Electron). In November 1992, we completed an initial public offering of a portion of our outstanding common stock. On July 12, 2001, the Company changed its name to Kadant Inc. from Thermo Fibertek Inc. In August 2001, Thermo Electron disposed of its remaining equity interest in Kadant by means of a stock dividend to its shareholders. In May 2003, we moved the listing of our common stock to the New York Stock Exchange, where it continues to trade under the symbol “KAI.”

 

The terms “we,” “us,” “our,” “Registrant,” or “Company” in this Report refer to Kadant Inc. and its consolidated subsidiaries.

 

Description of Our Business

 

We are a leading supplier of equipment used in the global papermaking and paper recycling industry and also a manufacturer of granules made from papermaking byproducts. Our continuing operations are comprised of one operating segment, Pulp and Papermaking Systems, and a separate product line, Fiber-based Products. We aggregate into segments our businesses with similar economic characteristics, products and services, production processes, customers, and methods of distribution. We also manage a composite building products business, which is presented as a discontinued operation due to management’s intent to sell the business.

 

Pulp and Papermaking Systems

 

Our Pulp and Papermaking Systems segment has a long and well-established history of developing, manufacturing, and marketing equipment for the global papermaking and paper recycling industries. Some of our businesses or their predecessor companies have been in operation for approximately 100 years. Our customer base includes most of the world’s major paper manufacturers and, with our equipment found in most of the world’s pulp and paper mills, we have one of the largest installed bases of equipment in the pulp and paper industry. We manufacture our products in six countries in Europe and North America and license certain products for manufacture in South America and Asia.

 

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Kadant Inc.   2004 Annual Report

 

Our Pulp and Papermaking Systems segment consists of the following product lines: stock-preparation systems and equipment, paper machine accessory equipment, and water-management systems.

 

Stock-preparation systems and equipment

 

We develop, manufacture, and market complete custom-engineered systems and equipment, as well as standard individual components, for pulping, de-inking, screening, cleaning, and refining recycled and virgin fibers in preparation for entry into the paper machine during the production of recycled paper. Our principal stock-preparation products include:

 

  Recycling and approach flow systems: Our equipment includes pulping, screening, cleaning, and de-inking systems that blend pulp mixtures and remove contaminants, such as ink, glue, metals, and other impurities, to prepare them for entry into the paper machine during the production of recycled paper.

 

  Virgin pulping process equipment: Our equipment includes pulp washing, evaporator, recausticizing, and condensate treatment systems used to remove lignin, concentrate and recycle process chemicals, and remove condensate gases.

 

Paper machine accessory equipment

 

We develop, manufacture, and market a wide range of doctoring systems and related consumables that continuously clean papermaking rolls to keep paper machines running efficiently; doctor blades made of a variety of materials to perform functions including cleaning, creping, web removal, and application of coatings; and profiling systems that control moisture, web curl, and gloss during paper production. Our principal paper machine accessory products include:

 

  Doctor systems and holders: Our doctor systems clean papermaking rolls to maintain the efficient operation of paper machines by placing a blade against the roll at a constant and uniform pressure. A doctor system consists of the structure supporting the blade and the blade holder. A large paper machine may have as many as 100 doctor systems.

 

  Profiling systems: We offer profiling systems that control moisture, web curl, and gloss during paper production.

 

  Doctor blades: We manufacture doctor blades made of a variety of materials including metal, bi-metal, or synthetic materials that perform a variety of functions including cleaning, creping, web removal, or the application of coatings. A typical doctor blade has a life ranging from eight hours to two months, depending on the application.

 

Water-management systems

 

We develop, manufacture, and market water-management systems used to continuously clean paper machine fabrics, drain water from pulp mixtures, form the sheet or web, and filter the process water for reuse. Our principal water-management systems include:

 

  Shower and fabric-conditioning systems: Paper machine fabrics convey the paper web through the forming, pressing, and drying sections of the paper machine. The average paper machine has between 3 and 12 fabrics. These fabrics can easily become contaminated with fiber, fillers, pitch, and dirt that can have a detrimental effect on paper machine performance and paper quality. Our shower and fabric-conditioning systems assist in the removal of these contaminants.

 

  Formation systems: We supply structures that drain, purify, and recycle process water from the pulp mixture during paper sheet and web formation.

 

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Kadant Inc.   2004 Annual Report

 

  Water-filtration systems: We offer a variety of filtration systems and strainers that remove contaminants from process water before reuse and recover reusable fiber for recycling back into the pulp mixture.

 

Fiber-Based Products

 

We produce biodegradable, absorbant granules from papermaking byproducts for use primarily as carriers for agricultural, home lawn and garden, and professional lawn, turf and ornamental applications, as well as for oil and grease absorption.

 

Discontinued Operation

 

We produce composite decking products, which include decking and railing systems and roof tiles, produced from recycled fiber, plastic, and other material which are marketed through distributors primarily to the building industry.

 

On October 27, 2004, our board of directors approved a plan and management committed to sell our composites business after making a determination that the business no longer aligns with our long-term strategy. We intend to sell the composites business as a going concern and are working with an investment banking group to sell this business. We plan to sell the composites business by the end of 2005 at a price that is reasonable compared to its carrying value. The composites business had total assets and liabilities of $15.7 million and $7.6 million, respectively, at year-end 2004. In addition, revenues and operating loss for 2004 were $17.0 million and $8.1 million, respectively. The composites business has been presented as a discontinued operation in the accompanying consolidated financial statements for all periods presented.

 

Research and Development

 

We seek to develop a broad range of products for all facets of the markets we serve. We are focusing our research and development efforts on the technological advancement of our stock-preparation, paper machine accessory, and water-management products.

 

Our research and development expenses from continuing operations were $3.1 million, $4.3 million, and $4.4 million in 2004*, 2003, and 2002, respectively.

 

Raw Materials

 

Raw materials, components, and supplies for our significant products are available either from a number of different suppliers or from alternative sources that could be developed without a material adverse effect on our business.

 

The raw material used in the manufacture of our fiber-based granules is obtained from a single paper recycling mill. The mill has the exclusive right to supply papermaking byproducts to our existing granulation plant in Green Bay, Wisconsin, under a contract that expires in December 2005, and is renewable every two years by mutual agreement. Although we believe that our relationship with the mill is good, the mill may not agree to renew the contract upon its expiration. To date, we have experienced no difficulties in obtaining this material.


* Unless otherwise noted, references to 2004, 2003, and 2002 in this Annual Report on Form 10-K are for the fiscal years ended January 1, 2005, January 3, 2004, and December 28, 2002, respectively.

 

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Kadant Inc.   2004 Annual Report

 

Patents, Licenses, and Trademarks

 

We protect our intellectual property rights by applying for and obtaining patents when appropriate. We also rely on technical know-how, trade secrets, and trademarks to maintain our competitive position.

 

Pulp and Papermaking Systems

 

We have numerous U.S. and foreign patents, including foreign counterparts to our U.S. patents, expiring on various dates ranging from 2005 to 2024. We maintain a worldwide network of licensees and cross-licensees of products with other companies serving the pulp, papermaking, converting, and paper recycling industries.

 

Fiber-Based Products

 

We currently hold several U.S. patents, expiring on various dates ranging from 2005 to 2021, related to various aspects of the processing of fiber-based granular materials and the use of these materials in the agricultural, professional turf, home lawn and garden, general absorption, oil and grease absorption, and catbox filler markets. We also have foreign counterparts to these U.S. patents in Canada. Our patent related to the use of fiber-based granules in the agricultural, professional turf, and home lawn and garden markets expired in 2004.

 

Seasonal Influences

 

Pulp and Papermaking Systems

 

There are no material seasonal influences on this segment’s sales of products and services.

 

Fiber-Based Products

 

Our fiber-based granular products business experiences fluctuations in sales, usually in the third quarter, when sales decline due to the seasonality of the agricultural and home lawn and garden markets.

 

Working Capital Requirements

 

There are no special inventory requirements or credit terms extended to customers that would have a material adverse effect on our working capital.

 

Dependency on a Single Customer

 

No single customer accounted for more than 10% of the Company’s consolidated revenues or more than 10% of the Pulp and Papermaking Systems segment’s revenues in any of the past three years. Revenues from China were $29.4 million, $31.1 million, and $15.6 million in 2004, 2003, and 2002, respectively.

 

Backlog

 

Our backlog of firm orders for the Pulp and Papermaking Systems segment was $34.2 million and $35.3 million at year-end 2004 and 2003, respectively. We anticipate that substantially all of the backlog at January 1, 2005 will be shipped or completed during the next 12 months. Certain of these orders may be canceled by the customer upon payment of a cancellation fee.

 

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Kadant Inc.   2004 Annual Report

 

Competition

 

We face significant competition in each of our principal markets. We compete primarily on the basis of quality, price, service, technical expertise, and product performance and innovation. We believe the reputation that we have established for quality products and in-depth process knowledge provides us with a competitive advantage. In addition, a significant portion of our business is generated from our existing worldwide customer base. To maintain this base, we have emphasized technology, service, and a problem-solving relationship with our customers.

 

We are a leading supplier of stock-preparation equipment used for the preparation of recycled and virgin fibers in the production of recycled paper. Several major competitors supply various pieces of equipment for this process. Our principal competitors in this market are Voith Paper GmbH, Groupe Laperriere & Verrault Inc., Metso Corporation, and Maschinenfabrik Andritz AG. We compete in this market primarily on the basis of technical expertise, product innovation, and price. Other competitors specialize in segments within the white- and brown-paper markets.

 

We are a leading supplier of specialty accessory equipment for paper machines. Our principal competitors in this market on a worldwide basis are ESSCO, Inc. and Metso Corporation. Because of the high capital costs of paper machines and the role of our accessories in maintaining the efficiency of these machines, we generally compete in this market on the basis of service, technical expertise, performance, and price.

 

Various competitors exist in the formation, shower and fabric-conditioning systems, and filtration systems markets. Asten/Johnson Foils is a major supplier of formation tables, while a variety of smaller companies compete within the shower and fabric-conditioning systems and filtration systems markets. In each of these markets, we generally compete on the basis of process knowledge, application experience, product quality, service, and price.

 

Environmental Protection Regulations

 

We believe that our compliance with federal, state, and local environmental protection regulations will not have a material adverse effect on our capital expenditures, earnings, or competitive position.

 

Employees

 

As of January 1, 2005, we had approximately 1,000 employees worldwide, including 950 employees at our continuing operations. As of January 1, 2005, 21 employees at our facility in Guadalajara, Mexico, were represented by a labor union under an annual collective bargaining agreement, and 20 employees in England and the majority of our 283 employees in France were represented by trade unions.

 

Additional Financial Information

 

Financial information concerning our segments and product lines is summarized in Part IV, Item 15, Financial Statement Schedules, Note 10, which begins on page F-1 of this Report.

 

Financial information about exports by domestic operations and about foreign operations is summarized in Part IV, Item 15, Financial Statement Schedules, Note 10, which begins on page F-1 of this Report.

 

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Kadant Inc.   2004 Annual Report

 

Available Information

 

We file annual, quarterly, and current reports, proxy statements, and other documents with the Securities and Exchange Commission (SEC) under the Exchange Act. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file with the SEC at www.sec.gov. We also make available free of charge through our website at www.kadant.com our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these Reports filed with or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file these materials with, or furnish them to, the Securities and Exchange Commission. We are not including the information contained in our website as part of this Report nor are we incorporating the information on our website into this Report by reference.

 

Executive Officers of the Registrant

 

The following table summarizes certain information concerning individuals who are our executive officers as of March 1, 2005:

 

Name    Age    Present Title (Fiscal Year First Became Executive Officer)

William A. Rainville

   63   

Chairman of the Board, President, and Chief Executive Officer (1991)

Thomas M. O’Brien

   53   

Executive Vice President and Chief Financial Officer (1994)

Jonathan W. Painter

   46   

Executive Vice President (1997)

Edward J. Sindoni

   60   

Senior Vice President (1994)

Edwin D. Healy

   67   

Vice President (2002)

Sandra L. Lambert

   49   

Vice President, General Counsel, and Secretary (2001)

Michael J. McKenney

   43   

Vice President, Finance (Chief Accounting Officer) (2002)

 

Mr. Rainville has been president and chief executive officer since our incorporation in 1991, a member of our board of directors since 1992, and chairman of our board since 2001. Prior to our spinoff in 2001, Mr. Rainville also held various managerial positions with Thermo Electron, including chief operating officer, recycling and resource recovery, a position he held since 1998, and for more than five years prior to that, as a senior vice president. Prior to joining Thermo Electron, Mr. Rainville held positions at Drott Manufacturing, Paper Industry Engineering, and Sterling Pulp and Paper.

 

Mr. O’Brien has been an executive vice president since 1998 and our chief financial officer since 2001. He served as our treasurer from 2001 to February 2005 and also as vice president, finance, from 1991 to 1998. Prior to joining us, Mr. O’Brien held various finance positions at Racal Interlan, Inc.; Prime Computer; Compugraphic Corporation; and the General Electric Company.

 

Mr. Painter has been an executive vice president since 1997 and president of our composite building products business since 2001. He served as our treasurer and treasurer of Thermo Electron from 1994 until 1997. Prior to 1994, Mr. Painter held various managerial positions with us and at Thermo Electron.

 

Mr. Sindoni has been a senior vice president since 2001 and is responsible for our paper machine accessory equipment and water-management systems businesses. From 1992 to 2001, he served as a vice president. Prior to joining us in 1987, he had a 21-year career with the General Electric Company.

 

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Kadant Inc.   2004 Annual Report

 

Mr. Healy has been a vice president since October 2002 and is responsible for our stock-preparation equipment business. He also served as the president of our Kadant Black Clawson Inc. subsidiary from 2000 to mid-2003. He held various managerial positions at Kadant Black Clawson following its acquisition in 1997 and before that, served as the president of our Fiberprep Inc. subsidiary from 1988 to 1997. Prior to joining us, Mr. Healy had a 29-year career with Bird, Escher, Wyss and its predecessor, Bird Machinery.

 

Ms. Lambert has been a vice president and our general counsel since 2001, and our secretary since our incorporation in 1991. Prior to joining us, she was a vice president and secretary of Thermo Electron since 1999 and 1990, respectively, and before that was a member of Thermo Electron’s legal department.

 

Mr. McKenney has been our vice president, finance, and chief accounting officer since January 2002, and served as our corporate controller since 1997. Mr. McKenney was controller of Kadant AES, our division acquired from Albany International Inc., from 1993 to 1997. Prior to 1993, Mr. McKenney held various financial positions at Albany International.

 

Item 2.    Properties

 

We believe that our facilities are in good condition and are suitable and adequate for our present operations. We do not anticipate significant difficulty in obtaining lease renewals or alternate space as needed. The location and general character of our principal properties as of January 1, 2005, are as follows:

 

Pulp and Papermaking Systems

 

We own approximately 1,009,000 square feet and lease approximately 95,000 square feet, under leases expiring on various dates ranging from 2005 to 2010, of manufacturing, engineering, and office space. Our principal engineering and manufacturing facilities are located in Vitry-le-Francois, France; Auburn, Massachusetts; Rayville, Louisiana; Queensbury, New York; Mason, Ohio; Guadalajara, Mexico; Summerstown, Ontario, Canada; Bury, England; and Hindas, Sweden. In 2005, we plan to build a manufacturing and assembly facility in China to support our stock-preparation equipment business.

 

Fiber-Based Products

 

We own approximately 26,000 square feet and lease approximately 10,000 square feet, under a lease which expires in January 2006, of manufacturing and office space located in Green Bay, Wisconsin.

 

Discontinued Operation

 

We leased approximately 135,000 square feet of manufacturing, engineering, and office space located in Green Bay, Wisconsin under a lease which expired in January 2005. We currently lease this space on a tenant-at-will basis and have the option to extend the operating lease through 2014. We also lease approximately 6,000 square feet of office space in Bedford, Massachusetts under a lease expiring in 2006.

 

Item 3.    Legal Proceedings

 

Not applicable.

 

Item 4.    Submission of Matters to a Vote of Security Holders

 

Not applicable.

 

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Kadant Inc.   2004 Annual Report

 

 

PART II

 

Item 5.    Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

Market Price of Common Stock

 

On May 14, 2003, our common stock began trading on the New York Stock Exchange under the symbol KAI. Prior to that date, our common stock was traded on the American Stock Exchange.

 

The following table sets forth the high and low sales prices of our common stock for 2004 and 2003, as reported in the consolidated transaction reporting system.

 

     2004

   2003

Quarter    High    Low    High    Low

First

   $ 23.49    $ 19.17    $ 17.25    $ 13.40

Second

     23.30      18.08      19.70      15.55

Third

     23.15      17.72      20.88      17.81

Fourth

     20.90      17.81      22.04      17.20

 

Holders of Common Stock

 

As of March 1, 2005, we had approximately 6,300 holders of record of our common stock. This does not include holdings in street or nominee name. The closing market price on the New York Stock Exchange for our common stock on March 1, 2005, was $19.60 per share.

 

Dividend Policy

 

We have never declared or paid cash dividends and we do not at this time expect to pay cash dividends in the foreseeable future because our policy has been to use earnings to finance expansion and growth. Payment of dividends will rest within the discretion of the board of directors and will depend upon, among other factors, our earnings, capital requirements, and financial condition.

 

Issuer Purchases of Equity Securities

 

The following table provides information about purchases by us of our common stock during the three months ended January 1, 2005:

 

Issuer Purchases of Equity Securities

 

Period    Total Number
of Shares
Purchased (1)
  

Average Price Paid

per Share

   Total Number of
Shares Purchased as
Part of Publicly
Announced Plans (2)
  

Approximate Dollar Value
of Shares that May Yet
Be Purchased

Under the Plans

10/3/04 – 10/31/04

            $ 20,650,526

11/1/04 – 11/30/04

            $ 20,650,526

12/1/04 – 1/1/05

            $ 20,650,526

Total:

               

(1) During the fourth quarter of 2004, we did not repurchase any of our common stock.
(2) On May 18, 2004, our board of directors approved the repurchase by us of up to $30 million of our equity securities through May 18, 2005. The repurchases may be made in the open market or in negotiated transactions, from time to time, depending on market conditions. As of January 1, 2005, we had repurchased 460,400 shares of our common stock for $9.4 million under this authorization and 48,600 shares of our common stock for $0.9 million under a previous authorization, which expired on May 15, 2004.

 

 

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Kadant Inc.   2004 Annual Report

 

Item 6. Selected Financial Data (a)

 

(In thousands, except per share amounts)    2004 (b)     2003     2002 (c,d)     2001(d,e)     2000 (f,g)  

Statement of Operations Data

                                        

Revenues

   $ 194,966     $ 191,507     $ 177,113     $ 219,226     $ 234,682  
    


 


 


 


 


Income from Continuing Operations Before Cumulative Effect of Change in Accounting Principle

     5,753       13,123       8,280       12,522       17,665  

Loss from Discontinued Operation, Net of Tax

     (5,099 )     (1,306 )     (2,326 )     (2,540 )     (1,653 )
    


 


 


 


 


Income Before Cumulative Effect of Change in Accounting Principle

     654       11,817       5,954       9,982       16,012  

Cumulative Effect of Change in Accounting Principle, Net of Tax

                 (32,756 )           (870 )
    


 


 


 


 


Net Income (Loss)

   $ 654     $ 11,817     $ (26,802 )   $ 9,982     $ 15,142  
    


 


 


 


 


Basic Earnings (Loss) per Share:

                                        

Continuing Operations Before Cumulative Effect of Change in Accounting Principle

   $ .41     $ .96     $ .64     $ 1.02     $ 1.44  

Discontinued Operation

     (.36 )     (.09 )     (.18 )     (.21 )     (.13 )

Cumulative Effect of Change in Accounting Principle

                 (2.53 )           (.07 )
    


 


 


 


 


Net Income (Loss)

   $ .05     $ .87     $ (2.07 )   $ .81     $ 1.24  
    


 


 


 


 


Diluted Earnings (Loss) per Share:

                                        

Continuing Operations Before Cumulative Effect of Change in Accounting Principle

   $ .40     $ .94     $ .63     $ 1.02     $ 1.44  

Discontinued Operation

     (.35 )     (.09 )     (.18 )     (.21 )     (.14 )

Cumulative Effect of Change in Accounting Principle