SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended September 30, 1999 or
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from _______________ to ____________________
Commission File Number: 0-29182
FIDELITY HOLDINGS, INC.
-----------------------
(Exact name of small business issuer as specified in its charter)
Nevada 11-3292094
------ ----------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
80-02 Kew Gardens Road, Suite 5000
Kew Gardens, New York 11415
---------------------------
(Address of principal executive offices)
(718) 520-6500
--------------
Issuer's telephone number
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes |X| No |_|
<PAGE>
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: The number of shares of the
registrant's common stock outstanding as of November 12, 1999 was 15,738,936.
<PAGE>
Part 1. FINANCIAL INFORMATION
Item 1. Financial Statements
FIDELITY HOLDINGS, INC AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTS, September 30, 1999 (UNAUDITED)
<PAGE>
FIDELITY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
ASSETS: Unaudited Audited
--------- -------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 5,665,445 $ 820,832
Net investment in direct financing leases, current 394,857 498,418
Accounts receivable 9,823,037 4,836,699
Inventories 22,724,207 18,999,822
Net assets held for sale 6,282,375 7,074,164
Other current assets 2,812,318 444,797
------------ ------------
Total current assets 47,702,239 32,674,732
Net investment in direct financing leases,
net of current portion 620,955 785,023
Property and equipment, net 4,948,837 4,782,794
Excess of costs over net assets acquired 13,183,971 10,306,950
Notes receivable - officer 639,400 799,819
Other assets 606,835 77,417
------------ ------------
Total assets $ 67,702,237 $ 49,426,735
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Notes payable - floor plan $ 21,758,507 $ 17,791,253
Notes payable - bank -- 450,000
Convertible debentures payable -- 600,000
Accounts payable 7,028,131 2,299,306
Accrued expenses 2,219,768 2,007,836
Current maturities of long-term debt 765,225 869,813
Customer deposits 1,077,296 697,087
------------ ------------
Total current liabilities 32,848,927 24,715,295
Long-term debt, less current maturities 7,604,522 8,008,073
Due to employees -- 249,851
Due to officer 1,018,581 --
------------ ------------
Total liabilities 41,472,030 32,973,219
------------ ------------
Commitments
Stockholders' equity
Preferred stock, $.01 par value;
2,000,000 shares authorized, 900,000 and
1,150,000 shares issued and outstanding 9,000 11,500
in 1999 and 1998
Common stock, $.01 par value
50,000,000 shares authorized, 14,533,936
and 12,054,771 shares issued and
outstanding in 1999 and 1998 145,339 120,548
Additional paid in capital 24,523,912 14,759,617
Cumulative translation adjustment (4,324) (4,977)
Retained earnings 1,753,067 1,566,828
Treasury stock, at cost; 70,281 shares
and 0 shares in 1999 and 1998, respectively (196,787) --
------------ ------------
Total stockholders' equity 26,230,207 16,453,516
------------ ------------
Total liabilities and stockholders' equity $ 67,702,237 $ 49,426,735
============ ============
</TABLE>
<PAGE>
FIDELITY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPT 30, THREE MONTHS ENDED SEPT 30,
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues:
Sales $ 151,287,991 $ 63,427,183 $ 51,014,918 $ 36,939,944
Cost of sales 127,860,092 54,323,663 42,693,826 31,296,696
------------- ------------- ------------- -------------
Gross profit 23,427,899 9,103,520 8,321,092 5,643,248
Operating expenses 19,410,329 6,914,769 7,047,100 4,424,251
Interest expense 1,284,591 653,444 406,703 317,292
------------- ------------- ------------- -------------
Operating income before income
tax expense 2,732,979 1,535,307 867,289 901,705
Income tax expense 507,000 428,000 145,000 238,000
------------- ------------- ------------- -------------
Income from continuing operations 2,225,979 1,107,307 722,289 663,705
Income (loss) from discontinued operations (2,039,740) (196,934) (696,151) (215,644)
------------- ------------- ------------- -------------
Net income $ 186,239 $ 910,373 $ 26,138 $ 448,061
============= ============= ============= =============
Per common share:
Net income from continuing operations:
Basic $ 0.17 $ 0.10 $ 0.05 $ 0.06
Diluted 0.13 0.07 0.04 0.05
Net income (loss) from discontinued operations:
Basic $ (0.16) $ (0.01) $ (0.05) $ (0.02)
Diluted (0.12) (0.01) (0.04) (0.02)
Net income:
Basic $ 0.01 $ 0.09 $ -- $ 0.04
Diluted 0.01 0.06 -- 0.03
Average number of shares used in computation:
Basic 13,441,487 10,722,123 14,439,375 11,030,417
Diluted 16,889,638 14,173,623 17,887,526 14,480,417
</TABLE>
<PAGE>
FIDELITY HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPT 30,
--------------------------
1999 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 186,239 $ 910,373
Adjustments to reconcile net income
to net cash (used in) provided by operating activities:
Amortization of intangible assets 291,881 484,914
Depreciation 310,784 376,120
Deferred income taxes -- 428,000
Noncash item-stock-based compensation 475,534 126,007
(Increase) decrease in assets:
Net investment in direct financing leases 267,629 (548,763)
Notes receivable 160,419 (2,100)
Accounts receivable (4,986,338) 1,535,270
Inventories (3,724,385) 5,815,999
Other assets (1,722,919) (690,155)
Increase (decrease) in liabilities:
Accounts payable 4,728,825 (2,001,303)
Accrued expenses 211,933 43
Floor plan notes payable 3,967,254 (6,750,202)
Deferred revenue -- (48,174)
Customer deposits 380,209 (530,318)
----------- -----------
Net cash provided by (used in)
operating activities 547,065 (894,289)
----------- -----------
Cash flows used in investing activities:
Additions to property and equipment, (476,827) 228,102
Acquisition of Major Auto Group net of cash
acquired -- (6,838,901)
----------- -----------
Net cash used in investing activities (476,827) (6,610,799)
----------- -----------
Cash flows from financing activities:
Repurchase of common stock (196,787) --
Line of credit (450,000) --
Net proceeds from stock issuance 5,765,999 --
Payments of long-term debt (757,990) --
Proceeds from convertible debentures 2,750,000 --
Proceeds from long term debt -- 8,374,716
Payment of convertible debentures (2,337,500) --
Net cash provided by (used in)
----------- -----------
financing activities 4,773,722 8,374,716
----------- -----------
Effect of exchange rates on cash 653 --
----------- -----------
Net increase (decrease) in cash and cash equivalents 4,844,613 869,628
Cash and cash equivalents, beginning of period 820,832 217,191
----------- -----------
Cash and cash equivalents, end of period $ 5,665,445 $ 1,086,819
=========== ===========
Supplemental Disclosures Of Cash Flow Information:
Cash paid during the period for:
Interest $ 1,284,591 $ 653,444
Income taxes $ 851,037 $ --
</TABLE>
<PAGE>
FIDELITY HOLDINGS INC, AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
SEPTEMBER 30, 1999
1. Basis of Presentation
In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting only of normal recurring
adjustments) necessary to fairly present the Company's financial position and
its results of operations and cash flows as of the dates and for the periods
indicated.
Certain information and footnote disclosures normally contained in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted. These condensed consolidated financial statements should be
read in conjunction with the audited December 31, 1998 consolidated financial
statements and related notes included in the Company's 10-KSB. The results of
operations for the nine months and three months are not necessarily indicative
of the operating results for the full year.
Amounts for the nine months and three months ended September 30, 1998 have been
reclassified to conform with the September 30, 1999 presentation.
2. Common Stock Dividend
On June 1, 1999, the Company paid a 3-for-2 common stock dividend. Common shares
and earnings per share computations for prior periods have been restated to
reflect the stock dividend.
<PAGE>
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion of the operations, financial condition, liquidity
and capital resources of Fidelity Holdings, Inc. and its subsidiaries (the
"Company") should be read in conjunction with the Company's unaudited
Consolidated Financial Statements and related notes thereto included elsewhere
herein.
This discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. The Company's
actual results could differ significantly from the results discussed in the
forward-looking statements.
The Company
On May 14, 1998, the Company acquired, from a related party, the Major
Automotive Group of dealerships ("Major Auto") and related real estate. In
conformity with generally accepted accounting principles, the consolidated
results of operations of the Company include the results from Major Auto only
since the date of acquisition on May 14, 1998. Accordingly, while the results of
operations for the three and nine-month periods ended September 30, 1999 include
the results for Major Auto, only the results for the 1999 and 1998 three-month
periods are comparable.
Previously, as a holding company, Fidelity Holdings, Inc. was involved in
the acquisition and development of synergistic technological and
telecommunications businesses. The Company's Board of Directors has determined
to explore the divestiture of the Company's non-automotive operations in order
to maximize shareholders' value from those operations and to maintain the
Company's focus on the regional consolidation of retail automotive dealerships.
Accordingly, all non-automotive operations have been classified collectively as
"Discontinued Operations." Continuing operations are represented by the
Company's Major Auto subsidiary and the Company's automotive leasing subsidiary,
Major Fleet and Leasing, Inc. ("Major Fleet").
Results of Continuing Operations - Nine-Month Periods Ended September 30, 1999
and September 30, 1998
Revenues. Revenues for the nine-month period ended September 30, 1999
increased approximately $ 87.9 million over the prior comparable period to
$151.3 million. Such increase was almost solely attributable to the revenues of
Major Auto, which were $ 150.7 million for the 1999 period as compared with
Major Auto's revenues of $ 62.7 million in the period May 14, 1998 to September
30, 1998. A comparison of the average monthly revenue for Major Auto for the
seven and one-half month period it was owned by the Company in 1998 with the
average monthly revenue generated by Major Auto during the first nine months of
1999 shows an approximate 29% increase in 1999. Management believes that this
increase in average monthly sales is primarily attributable to Major Auto's
successful efforts in selling used vehicles at its expansive facility in Long
Island City, New York. Average monthly used car sales revenues increased more
than 45% in the 1999 period as Major Auto continues to set new volume records
for itself almost every month. Major Auto's initiatives included extensive
Internet promotions, local advertising in all media, intensive
<PAGE>
focus on customer service and the branding of its used car operation as "Major
World." The results of this period are not necessarily indicative of the results
for any future period or the full year of 1999.
Cost of Sales. The cost of sales of $127.9 million is solely attributable
to Major Auto's operations for the nine months ended September 30, 1999. In the
1998 period, Major Auto's cost of sales aggregated $54.3 million from its
acquisition on May 14, 1998 to September 30, 1998.
Gross profit. Of the total gross profit of $23.4 million for the nine
months ended September 30, 1999, Major Auto generated approximately $22.8
million. Gross profit as a percentage of sales for Major Auto during the 1999
period was 15.1%. Although there was no comparable amount for the first nine
months of 1998, the gross profit percentage for Major Auto was 13.8% in the
period May 14, 1998 to September 30, 1998 and, also, 13.8% for the seven and
one-half month period May 14, 1998 to December 31, 1998. For the retail
automotive dealership industry, as a whole in 1999 to date, the average gross
profit percentage is approximately 13%. Management believes that the increase in
gross profit percentage for Major Auto and its favorable comparison to the
industry is primarily attributable to the increased volume of used vehicle sales
as a percentage of total sales during the first nine months of 1999, as compared
with the 1998 period and the industry as a whole.
Operating expense. In the nine months ended September 30, 1999, operating
expenses increased approximately $12.5 million to $19.4 million from $6.9
million in the 1998 period. This increase is primarily attributable to Major
Auto. Operating expenses of Major Auto increased approximately $11.9 million to
an aggregate of $17.5 million in the first three quarters of 1999 from $5.6
million for the period May 14, 1998 to September 30, 1998.
Interest expense. Interest expense had a net increase of $632,000 to
approximately $1.3 million in the first nine months of 1999 from interest
expense of $653,000 incurred in the 1998 period. This is primarily related to
the floor plan interest of $520,000 and interest incurred in financing the
acquisition of Major Auto amounting to $583,000 and, to a lesser extent,
$118,000 of net interest primarily accrued on redeemed and converted debentures
in the 1999 period.
Discontinued operations. The Company experienced a loss from discontinued
operations in the first three quarters of 1999 of approximately $(2,040,000)
compared with a loss of $(197,000) in discontinued operations in the 1998
period. The Company has been seeking the appropriate economically viable means
to divest itself of its non-automotive operations, including its telephony
technology, IG2 project and plastics operations. In order to do so at the
maximum potential valuation, the Company has continued to incur the costs
necessary to maintain and enhance those facets of its business, including the
regulatory and legal costs inherent in its obtaining approvals as a competitive
local exchange carrier ("CLEC") in many jurisdictions, as well as the research
and development costs in order to make the relevant products, services and
operations marketable. All such costs are included in discontinued operations.
Results of Continuing Operations - Three-Month Periods Ended September 30, 1999
and September 30, 1998
Revenues. Revenues for the three-month period ended September 30, 1999
increased approximately $14.1 million over the prior comparable period to $51.0
million. Such increase was
<PAGE>
almost solely attributable to the revenues of Major Auto, which were $51.0
million for the 1999 quarter as compared with the Major Auto's revenues of $36.6
million in the 1998 third quarter, an increase of 39.3%. This increase is
primarily attributable to Major Auto's sales initiatives, which resulted in a
change in product mix from new and used car sales to 40.7% and 54.5%,
respectively, of total sales in the third quarter of 1999 from new and used car
sales of 43.1% and 46.8%, respectively, of total sales in the 1998 comparable
quarter. This shift in mix, helped produce a 28.5% increase in new car sales and
a 58.5% increase in used cars sales in the 1999 period compared with the 1998
third quarter.
Cost of Sales. The cost of sales of $42.7 million was solely attributable
to Major Auto's operations for the three months ended September 30, 1999. In the
comparable prior period, Major Auto's cost of sales aggregated $31.3 million.
Gross profit. Major Auto generated approximately $7.9 million of the total
gross profit of $8.3 million for the three months ended September 30, 1999,
Gross profit as a percentage of sales for Major Auto during the 1999 period was
15.5%. In the third quarter of 1998, the gross profit percentage for Major Auto
was 14.4%. Management believes that the increase in gross profit percentage is
attributable to (1) the increased volume of used vehicle sales as a percentage
of total sales during the 1999 period as compared with the 1998 period. and (2)
an increase of 2.72% in gross profit percentage on used car sales from 15.13% in
the 1998 third quarter to 17.85% in the 1999 period.
Operating expense. In the three months ended September 30, 1999, operating
expenses increased approximately $2.6 million to $7.0 million, from $4.4
million. Operating expenses attributable to Major Auto aggregated $5.0 million
in the third quarter of 1999 as compared with $3.8 million for the comparable
prior period.
Interest expense. Interest expense had a net increase of $90,000 to
$407,000 in the third quarter of 1999 from interest expense of $317,000 incurred
in the comparable prior period. This is primarily related to the $57,000
increase incurred by Major Auto in its floor planning and acquisition financing.
Discontinued operations. The Company experienced a loss from discontinued
operations in the third quarter of 1999 of $(696,000) compared with a loss of
$(215,000) in discontinued operations in the comparable prior period. This
increase is primarily the result of the Company's continuing to expend the
monies it considers necessary to maintain and enhance those facets of such
operations, which include the Company's IG2 subsidiary, other telephony and
technology operations, in order to make them marketable.
Assets, Liquidity and Capital Resources - September 30, 1999
At September 30, 1999, total assets of the Company were $67.7 million, an
increase of approximately $18.3 million from December 31, 1998. This increase is
primarily related to the increase in Major Auto's accounts receivable of
approximately $4.6 million, the increase in Major Auto's inventories of almost
$3.7 million, increases in other assets and goodwill aggregating approximately
$4.4 million and a net increase in the Company's cash of approximately $4.8
million. The increase in accounts receivable and inventories is directly related
to Major Auto's increased
<PAGE>
sales levels during the first half of 1999. The increase in cash is primarily
attributable to the net proceeds from the private placement of the Company's
common stock and warrants in June 1999. The net proceeds, after cash
expenditures for fees, expenses and redemption of debentures, amounted to
approximately $3.5 million. Included in the Company's current assets is $6.3
million of net assets held for sale. This amount represents the total of assets
less related liabilities from the Company's former Technology and Plastics
Divisions, the operations of which the Company is seeking to divest in an
economically productive manner.
The net increase in the Company's cash of $4,844,613 for the nine months
ended September 30, 1999 was primarily attributable to $4,773,722 generated
through its financing activities. This was the net effect of the net proceeds of
$5,765,999 from a private placement of the Company's common stock and warrants
in June 1999 and proceeds from the sale of $2,750,000 in 12% convertible
debentures as offset by repayment of $2,337,500 of the debentures, payments of
an aggregate of $1,207,990 of long-term and short-term debt and the purchase of
treasury stock for $196,787.
The Company believes that the cash generated from existing operations,
together with existing cash, available credit from its current lenders,
including banks and floor planning, will be sufficient to finance its current
operations, planned expansion and internal growth for at least the next
twenty-four months.
Year 2000 Issue
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates are processed. In addition, similar problems may arise in
some systems that use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failures, which
could affect an entity's ability to conduct normal business operations.
The Company recognizes the need to ensure its operations will not be
adversely impacted by the inability of the Company's systems to process data
having dates that could be affected by the Year 2000 issue. The Company is
currently addressing the risk with respect to the availability and integrity of
its financial systems and operating systems. While the Company believes its
planning efforts are adequate to address the Year 2000 concerns, there can be no
assurance that the systems of other companies, including suppliers, customers
and others on which the Company's operations rely are, or will be made,
compliant on a timely basis and will not have a material effect on the Company.
However, all such significant systems are being evaluated for compliance. The
cost of the Company's Year 2000 compliance effort is not expected to be material
to the Company's results of operations or financial position.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not engaged in any litigation other than as previously
reported.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
On August 20, 1999, at the Company's Annual Meeting of Shareholders, the
Company's shareholders approved the following proposals. Proxies were solicited
by the Company pursuant to Regulation 14A under the Securities and Exchange Act
of 1934, as amended. As of July 23, 1999, the record date for the Annual
Meeting, there were approximately 13,661,174 shares of common stock outstanding
and entitled to vote, of which 13,251,478 shares of common stock were present in
person or by proxy and voted at the meeting and 900,000 shares of 1997 Major
Series of Convertible Preferred Stock outstanding and entitled to three votes
per share, all of which were present in person or by proxy and voted at the
meeting.
1. Proposal to elect five directors of the Company, each to survive until
the next Annual Meeting of Shareholders and until his successor is duly elected
and qualified or until his earlier resignation or removal.
For Abstain Not Voted
--- ------- ---------
Bruce Bendell 15,949,885 1,593 409,696
Doron Cohen 15,949,885 1,593 409,696
David Edelstein 15,949,885 1,593 409,696
James Wallick 15,949,885 1,593 409,696
Jeffrey Weiner 15,949,885 1,593 409,696
2. Proposal to ratify the selection of BDO Seidman, LLP as independent
auditors for the Company for the fiscal year ending December 31, 1999.
<PAGE>
For ................... 15,948,387
Against ............... 1,254
Abstain ............... 1,270
Not Voted ............. 410,263
3. Proposal to approve the Director's Proposal to Authorize the Fidelity
Holdings, Inc. 1999 Employees Option Plan.
For ................... 14,203,292
Against ............... 49,619
Abstain ............... 3,075
Not Voted ............. 2,105,188
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27. Financial Data Schedule
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIDELITY HOLDINGS, INC.
Date: November 12, 1999 /s/ Doron Cohen
---------------------------
Doron Cohen, President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS AND
RELATED FOOTNOTES OF FIDELITY HOLDINGS, INC. AND SUBSIDIARIES AS OF AND FOR THE
NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<CASH> 5,665,445 5,665,445
<SECURITIES> 0 0
<RECEIVABLES> 9,823,037 9,823,037
<ALLOWANCES> 0 0
<INVENTORY> 22,724,207 22,724,207
<CURRENT-ASSETS> 47,702,239 47,702,239
<PP&E> 6,617,543 6,617,543
<DEPRECIATION> (1,668,706) (1,668,706)
<TOTAL-ASSETS> 67,702,237 67,702,237
<CURRENT-LIABILITIES> 32,848,927 32,848,927
<BONDS> 0 0
0 0
9,000 9,000
<COMMON> 145,339 145,339
<OTHER-SE> 26,075,868 26,075,868
<TOTAL-LIABILITY-AND-EQUITY> 67,702,237 67,702,237
<SALES> 151,287,991 51,014,918
<TOTAL-REVENUES> 151,287,991 51,014,918
<CGS> 127,860,092 42,693,826
<TOTAL-COSTS> 19,410,329 7,047,100
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,284,591 406,703
<INCOME-PRETAX> 2,732,979 867,289
<INCOME-TAX> 507,000 145,000
<INCOME-CONTINUING> 2,225,979 722,289
<DISCONTINUED> (2,039,740) (696,151)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 186,239 26,138
<EPS-BASIC> .01 .00
<EPS-DILUTED> .01 .00
</TABLE>
