<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1997
OR
[_] Transaction report pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934 COMMISSION FILE NUMBER: 1-11837
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
(Exact name of small business issuer as specified in its charter)
CALIFORNIA 95-2945353
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
3000 PACIFIC AVENUE
LONG BEACH, CA 90806
(Address of principal executive offices)
TELEPHONE NUMBER (562) 981-2600
(Issuer's telephone number)
Check whether the registrant (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
--- ---
As of October 14, 1997, there were 4,648,285 shares of the Registrant's Common
stock outstanding.
Transitional small business disclosure format (check one) Yes No X
--- ---
This report contains 15 pages. There is 1 exhibit to this report.
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
FORM 10-QSB
INDEX
<TABLE>
<CAPTION>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets - August 31, 1997 (unaudited) and
November 30, 1996 3
Condensed Consolidated Statements of Operations (unaudited) - Three months
and nine months ended August 31, 1997 and August 31, 1996 5
Condensed Consolidated Statements of Cash Flows (unaudited) - Nine months ended
August 31, 1997 and August 31, 1996 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis 9
PART II. OTHER INFORMATION
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
SIGNATURES 15
</TABLE>
2
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, 1996 August 31, 1997
----------------- ---------------
(unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $10,214 $ 47
Accounts receivable 456 1,394
Inventories and other current assets 245 773
Deferred major event expenses 194 -
Deferred income tax asset 860 860
------ ------
Total current assets 11,969 3,074
Property and equipment, net 22,279 43,588
Restricted cash 11,546 4,513
Other assets 1,092 1,023
------ ------
Total assets $46,886 $52,198
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
3
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GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
November 30, 1996 August 31, 1997
----------------- ---------------
(unaudited)
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable, current $ 73 $ 79
Accounts payable 680 2,246
Accrued interest 817 128
Other accrued liabilities 49 492
Deferred revenues 1,424 1,011
------ ------
Total current liabilities 3,043 3,956
Notes and bonds payable, long term 22,932 23,899
Deferred income tax liability 928 928
------ ------
Total liabilities 26,903 28,783
------ ------
Series B mandatorily redeemable
convertible Preferred stock
250,000 shares issued and outstanding 2,500 2,500
------ ------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Preferred stock, no par value
10,000,000 shares authorized - -
Common stock, no par value
20,000,000 shares authorized
3,768,000 and 3,641,000 shares issued and
outstanding as of August 31, 1997 and
November 30, 1996, respectively 15,544 15,683
Paid-in capital 129 727
Retained earnings 2,193 4,863
Shareholders' notes (383) (358)
------ ------
Total shareholders' equity 17,483 20,915
------ ------
Total liabilities and shareholders' equity $46,886 $52,198
====== ======
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
balance sheets.
4
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
August 31, 1996 August 31, 1997
--------------- ---------------
<S> <C> <C>
Revenues
Major event revenues
Admissions $ 866 $ 3,576
Sponsorships 193 412
Ancillary 396 843
--------- ---------
Total major event revenues 1,455 4,831
Other operating revenues 1,050 3,495
--------- ---------
Total revenues 2,505 8,326
--------- ---------
Expenses
Major event expenses 1,191 4,003
Other operating expenses 798 1,446
General and administrative 1,377 1,231
Depreciation 348 650
--------- ---------
Total expenses 3,714 7,330
--------- ---------
Income (loss) from operations (1,209) 996
--------- ---------
Interest income 279 157
Interest expense (387) (588)
Other, net (30) (1)
--------- ---------
Total other (138) (432)
--------- ---------
Income (loss) before provision for income taxes (1,347) 564
Provision (benefit) for income taxes (586) 237
--------- ---------
Net income (loss) $ (761) $ 327
========= =========
Net income (loss) per share $ (0.24) $ 0.08
========= =========
Weighted average number of common and common
equivalent shares outstanding 3,201,030 4,268,924
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
5
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
August 31, 1996 August 31, 1997
--------------- ---------------
<S> <C> <C>
Revenues:
Major event revenues
Admissions $ 5,552 $ 11,252
Sponsorships 3,033 3,937
Ancillary 3,892 6,484
---------- ----------
Total major event revenues 12,477 21,673
Other operating revenues 1,986 5,264
---------- ----------
Total revenues 14,463 26,937
---------- ----------
Expenses:
Major event expenses 7,208 14,791
Other operating expenses 1,609 2,295
General and administrative 3,047 3,602
Depreciation 587 1,293
---------- ----------
Total expenses 12,451 21,981
---------- ----------
Income from operations 2,012 4,956
---------- ----------
Interest income 398 532
Interest expense, net of capitalized interest of
$825,000 and $0 for 1997 and 1996, respectively (439) (912)
Other, net (14) 162
---------- ----------
Total other (55) (218)
---------- ----------
Income before provision for income taxes 1,957 4,738
Provision for income taxes 837 1,990
---------- ----------
Net income $ 1,120 $ 2,748
========== ==========
Net income per share $ 0.46 $ 0.68
========== ==========
Weighted average number of common and common
equivalent shares outstanding 2,424,507 4,040,506
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
6
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
August 31, 1996 August 31, 1997
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities $ 3,672 $ 2,224
-------- --------
Cash flows from investing activities (25,808) (14,049)
-------- --------
Cash flows from financing activities 31,824 1,658
-------- --------
Net increase (decrease) in cash 9,688 (10,167)
Cash and cash equivalents at beginning of period 5,748 10,214
-------- --------
Cash and cash equivalents at end of period $ 15,436 $ 47
======== ========
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements.
7
<PAGE>
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
August 31, 1997
1. The interim condensed data is unaudited; however, in the opinion of
management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The condensed financial statements included herein have been
prepared in accordance with the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures included herein
are adequate to make the information presented not misleading.
The organization and business of the Company, accounting policies followed by
the Company and other information are contained in the notes to the Company's
financial statements filed as part of the Company's November 30, 1996 Form 10-
KSB. This quarterly report should be read in conjunction with such annual
report.
2. The earnings per share calculations are based on the treasury stock method.
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin No. 83,
common stock issued for consideration below the offering price of $10.00 per
share and stock options and warrants issued with exercise prices below the
offering price during the twelve month period preceding the filing of the
Company's initial public offering, have been included in the calculation of
common shares, using the treasury stock method. The effect of the Series A
Convertible Preferred stock issued at consideration below the initial public
offering price was to increase the weighted average shares outstanding for the
three and nine month periods ended August 31, 1996 by 62,500 shares. The Series
A Convertible Preferred stock was converted to common stock on June 28, 1996.
3. On August 8, 1997 the Company reached an agreement to sell 630,000 shares of
common stock for $12.34 per share. There was a requirement to meet certain
conditions prior to the effective date of the sale. Those conditions were
subsequently met and the stock was issued with an effective date of September
23, 1997. Use of the proceeds of the sale are restricted to further develop the
facilities at Gateway and Memphis in order to obtain additional sanctions for
major events.
The Company's Series B convertible Preferred stock was converted to an equal
number of shares
8
<PAGE>
of the Company's common stock and registered with the Securities and Exchange
Commission with an effective date of October 3, 1997.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this report on Form 10-QSB that are not purely
historical are forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Such statements involve risks and uncertainties, including statements
regarding the Company's expectations, hopes, intentions or strategies regarding
the future. All forward looking statements included in this document are based
on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward looking statements. It is
important to note that the Company's actual results could differ materially from
those in such forward looking statements.
Risks and uncertainties exist which could affect the Company's actual results.
These include weather; construction delays; the Company's ability to obtain and
keep major event sanctioning agreements and sponsors; competition; dependence
upon key personnel; the Company's ability to meet loan obligations; the
Company's ability to manage its growth and make advantageous acquisitions;
government regulation; and seasonality; as well as other risks and uncertainties
discussed from time to time in the Company's filings with the SEC. You should
consult the risk factors listed from time to time in the Company's reports on
Forms 10-QSB, 10-KSB, and the annual reports to shareholders.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
DEFINITIONS: There are numerous acronyms used in the motorsports industry and
otherwise, several of which are used herein. For the facility of the reader,
acronyms used herein are defined below:
ARCA - Automobile Racing Club of America
CART - Championship Auto Racing Teams, Inc.
NASCAR - The National Association for Stock Car Auto Racing, Inc.
NHRA - The National Hot Rod Association
SWIDA - Southwestern Illinois Development Authority
USAC - United States Auto Club
9
<PAGE>
OVERVIEW
The Grand Prix Association of Long Beach, Inc. ("Company") operates the Grand
Prix of Long Beach ("Grand Prix"), a three day, temporary circuit motorsports
event run every spring on the streets of the City of Long Beach, California.
The Company also owns and operates Gateway International Raceway ("Gateway"), in
Madison, Illinois, and Memphis Motorsports Park ("Memphis"), in Millington,
Tennessee. Both facilities are permanent multi-purpose racing venues, with
major racing events sanctioned by CART, NHRA, NASCAR, ARCA and USAC held at one
or both facilities.
During the nine-month period covered by this report, the Company operated four
major events. The 23rd Grand Prix and the inaugural Motorola 300 at Gateway,
both sanctioned by CART were held in the second fiscal quarter. The inaugural
Gateway 300, a Busch Series, Grand National Division race sanctioned by NASCAR
and the inaugural Sears Craftsman Nationals drag race sanctioned by the NHRA
were held in the third fiscal quarter, both at Gateway.
Revenues are generated from ticket sales, corporate sponsorships and hospitality
services (including rental of corporate suites, tents and chalets), broadcast
production services, merchandise sales, concessions and other related event
revenues as well as weekly racing activities at Gateway and Memphis. Although
prior to 1996, over 80% of the Company's annual revenues were generated from the
operation of the Grand Prix, that percentage has been reduced as the result of
major events held within the past year at both Gateway and Memphis. It is
anticipated that the Company's reliance on the Grand Prix for the majority of
its revenue will continue to decrease.
In May 1997, the Company completed construction of the oval track at Gateway,
substantially completing the first phase of redevelopment. Expenditures for the
first phase of the redevelopment were accelerated when the Company obtained
major event sanctions for 1997 earlier than originally anticipated. Total
expenditures related to the first phase of the redevelopment of this facility
were approximately $28,607,000, not including interest capitalized during
construction of approximately $1,011,000.
It is anticipated that the Company will continue to incur costs over the next
several years related to the redevelopment of Gateway into a major regional
multipurpose racing facility. The Company anticipates making additional
expenditures of approximately $3,000,000 prior to the next racing season to
increase seating capacity, add customer amenities and to ease ingress and
egress, among other improvements.
The Company anticipated using certain of the proceeds from its initial public
offering (IPO) for a Gateway Law Enforcement Driving School (Driving School).
As a result of the increased costs related to the redevelopment project at
Gateway, the Company will be unable to complete the Driving School project using
the proceeds of the IPO. The Company still intends to proceed with the Driving
School using funds generated from operations.
10
<PAGE>
The Company recently completed a new 0.25-mile dirt oval at Memphis.
Construction of a new 0.75-mile paved oval at Memphis is currently in progress.
The Company anticipates total expenditures for this project will be
approximately $3,100,000.
The Company anticipates funding the additional costs of capital improvements
through cash generated from the sale of common stock, cash generated by
operations and by financing certain asset acquisitions. On August 8, 1997 the
Company reached an agreement to sell 630,000 shares of common stock for $12.34
per share. There was a requirement to meet certain conditions prior to the
effective date of the sale. Those conditions were met and the stock was issued
with an effective date of September 23, 1997. Use of the proceeds of the sale
are restricted to further develop the facilities at Gateway and Memphis in order
to obtain additional sanctions for major events at those facilities.
BASIS OF PRESENTATION
Revenues: Major event revenues are derived from nationally sanctioned events at
the Grand Prix, Gateway and Memphis; including admissions from ticket sales,
sponsorships and ancillary, comprising hospitality services, broadcast services,
merchandising, lifestyle/auto-expo and concessions. The Company generates other
operating revenues from promotion, marketing and public relations consulting
services and rentals of grandstands, structures and related equipment services.
Expenses: Major event expenses principally include sanction fees, temporary-
circuit construction costs, operational direct expenses, marketing, advertising
and public relations, costs of merchandise sales, ticket sales expenses and city
service fees. Sanction agreements require race promoters to pay fees, including
prize money, and provide services to the relevant sanctioning body during the
event. Other operating expenses include expenses directly related to public
relations consulting services, structures and equipment rental services,
broadcast services and the direct expenses of operating Gateway and Memphis.
THREE MONTHS ENDED AUGUST 31, 1997 COMPARED TO THREE MONTHS ENDED
AUGUST 31, 1996
Major Event Revenues and Expenses: The Company's major event revenues and
expenses increased $3,376,000 and $2,812,000, respectively, compared to the
three months ended August 31, 1996. This was primarily due to the addition of
two major events, the Gateway 300 and the Sears Craftsman Nationals at Gateway
offset by the rescheduling of the Pennzoil Nationals at Memphis from the third
fiscal quarter in 1996 to the fourth fiscal quarter in 1997.
Other Operating Revenues and Expenses: Other operating revenues and expenses
increased $2,445,000 and $648,000 respectively, compared to the three months
ended August 31, 1996. This was primarily due to increased weekly racing
activities at Gateway and Memphis.
11
<PAGE>
General and Administrative Expenses: General and administrative expenses
decreased $146,000 compared to the three months ended August 31, 1996. This
was primarily due to Gateway and Memphis becoming fully operational combined
with cost control efforts.
Depreciation: Depreciation expense increased $302,000 compared to the three
months ended August 31, 1996. This was primarily due to the completion of the
first phase of the redevelopment project at Gateway in time for the Motorola 300
race in May 1997. Accordingly, depreciation expense on these assets was
recognized for the first time.
Interest Expense: Interest expense increased $201,000 compared to the three
months ended August 31, 1996. This was primarily due to the interest on the
SWIDA Loan no longer being capitalized following substantial completion of the
redevelopment project at Gateway.
NINE MONTHS ENDED AUGUST 31, 1997 COMPARED TO NINE MONTHS ENDED AUGUST 31, 1996
Major Event Revenues and Expenses: The Company's major event revenues and
expenses increased $9,196,000 and $7,583,000, respectively, compared to the nine
months ended August 31, 1996, primarily due to the addition of three major
events at Gateway, the Motorola 300, the NHRA Sears Craftsman Nationals and the
Gateway 300. The rescheduling of the NHRA Pennzoil Nationals at Memphis from
the third fiscal quarter in 1996 to the fourth fiscal quarter in 1997 partially
offset these increases.
Other Operating Revenues and Expenses: Other operating revenues and expenses
increased $3,278,000 and $686,000 respectively, compared to the nine months
ended August 31, 1996, primarily due to increased weekly racing activities at
Gateway and Memphis. In addition, the Company earned approximately $240,000 from
the early termination of a public relations consulting contract.
General and Administrative Expenses: General and administrative expenses
increased $555,000 compared to the nine months ended August 31, 1996. The
increase was primarily due to increased payroll and facilities costs associated
with Memphis and Gateway and the addition of a national ticket office located at
Long Beach offset by third quarter reductions described above.
Depreciation: Depreciation expense increased $706,000 compared to the nine
months ended August 31, 1996. This was primarily due to the completion of the
first phase of the redevelopment project at Gateway in time for the Motorola 300
race in May 1997. Accordingly, depreciation expense on these assets was
recognized for the first time.
Interest Expense: Interest expense increased $473,000 compared to the nine
months ended August 31, 1996. This was primarily due to the interest on the
SWIDA Loan no longer being capitalized following substantial completion of the
redevelopment project at Gateway.
12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company relied on cash generated from operating revenues and on the proceeds
of its initial public offering for working capital during the nine months ended
August 31, 1997. In addition, the proceeds of its 21-year, $21,500,000
promissory note to SWIDA (the SWIDA Loan), the initial public offering and cash
generated from operations were used to fund the redevelopment at Gateway and
Memphis. Refer to the Company's Form 10-KSB for the fiscal year ended November
30, 1996, previously filed, for a discussion of the SWIDA Loan. The Company
anticipates funding the costs of additional capital improvements primarily
through cash generated from the sale of common stock. The Company anticipates
meeting its working capital needs through cash generated from operations.
On August 8, 1997 the Company reached an agreement to sell 630,000 shares of
common stock for $12.34 per share. There was a requirement to meet certain
conditions prior to the effective date of the sale. Those conditions were
subsequently met and the stock was issued with an effective date of September
23, 1997. The proceeds of the sale are restricted for use to further develop
the facilities at Gateway and Memphis in order to obtain additional sanctions
for major events.
The Company's cash and cash equivalents as of August 31, 1997 are $47,000, a net
decrease of $10,167,000 from November 30, 1996. The decrease in cash is
primarily the result of funding redevelopment activities at Gateway and Memphis.
Restricted cash pursuant to the terms of the SWIDA Loan as of August 31, 1997
was $4,513,000. Cash used by the Company from restricted and non-restricted cash
in capital improvements totaled $22,529,000 for the nine months ended August 31,
1997, primarily for the redevelopment at Gateway and Memphis.
The Company's bank borrowings consist of short and long term obligations
incurred in connection with specific capital improvements and expenditures. Long
term debt includes first and second trust deed notes, which together had an
outstanding principal balance of approximately $2,399,000 on August 31, 1997 and
the SWIDA Loan with a balance of $21,500,000.
13
<PAGE>
OUTLOOK FOR THE REMAINDER OF 1997
With the 1997 racing season almost complete the Company expects the fourth
quarter of the 1997 fiscal year to reflect a decrease in major event and other
operating revenues and corresponding expenses. Major events to be reported in
the results of operations for the fourth quarter include the ARCA/USAC Twin
100's event held at Gateway on September 12-14, 1997 and the NHRA Pennzoil
Nationals held at Memphis on October 2-5, 1997.
Construction at both Gateway and Memphis will continue and costs related to
construction will be significant as the Company expands the seating capacity at
Gateway and completes the 0.75 mile paved oval at Memphis. In addition, since
little or no racing activities take place between November and February, the
Company anticipates that revenue will significantly decrease during the fourth
quarter of fiscal year 1997 and the first quarter of fiscal year 1998. As a
result the Company expects to report an operating loss for both quarters.
The Company's capital requirements will depend on numerous factors, including
the rate at which the Company completes the redevelopment and improvements at
Gateway and Memphis, establishes such facilities as profitable operations and
acquires other motorsports facilities. In addition, the Company will have
various ongoing needs for capital, including: (i) working capital for
operations; (ii) routine capital expenditures to maintain and expand its Long
Beach temporary circuit and permanent facilities; and (iii) funds required to
service corporate obligations, including the $21,500,000 obligation under the
SWIDA Loan.
Due to the seasonality of racing events, the Company generates the majority of
its revenues in the months of April through October. Therefore, the results of
operations for the Company's third quarter cannot be expected to be indicative
of annual results.
14
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On September 16, 1997, the Company received a request from the holder of its
250,000 outstanding shares of Series B convertible Preferred stock to convert
those shares into common stock and exercise the holder's registration rights.
Accordingly, the Company filed a registration statement on Form S-3 with respect
to the 250,000 shares on September 30, 1997 and was informed that the
registration was effective on October 3, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 - Financial Data Schedule (filed with this Form 10-QSB)
(b) Form 8-K filed on September 11, 1997 reporting the sale of 630,000 shares
of unregistered common stock
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
/s/ Christopher R. Pook
-----------------------
Christopher R. Pook
Chairman of the Board, Chief Executive Officer and
President
/s/ Ronald C. Shirley
---------------------
Ronald C. Shirley
Chief Financial Officer
Dated: October 15, 1997
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1996
<PERIOD-START> JUN-01-1997
<PERIOD-END> AUG-31-1997
<CASH> 47
<SECURITIES> 0
<RECEIVABLES> 1,394
<ALLOWANCES> 0
<INVENTORY> 505
<CURRENT-ASSETS> 3,074
<PP&E> 49,260
<DEPRECIATION> 5,672
<TOTAL-ASSETS> 52,198
<CURRENT-LIABILITIES> 3,956
<BONDS> 21,500
2,500
0
<COMMON> 15,683
<OTHER-SE> 5,232
<TOTAL-LIABILITY-AND-EQUITY> 52,198
<SALES> 8,326
<TOTAL-REVENUES> 8,326
<CGS> 5,449
<TOTAL-COSTS> 7,330
<OTHER-EXPENSES> 1
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 588
<INCOME-PRETAX> 564
<INCOME-TAX> 237
<INCOME-CONTINUING> 327
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 327
<EPS-PRIMARY> .09
<EPS-DILUTED> .08
</TABLE>
