<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM TO .
---------- ---------
Commission File No. l-6830
FPA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 59-0874323
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
One Greenwood Square
3333 Street Road, Suite 101
Bensalem, Pennsylvania l9020
(Address of principal executive offices)
Telephone: (2l5) 947-8900
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (l) has filed all reports
required to be filed by Section l3 or l5(d) of the Securities Exchange Act of
l934 during the preceding l2 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
--- ---
Number of shares outstanding as of February 12, 1996: 11,578,795
(excluding 1,119,336 shares held in Treasury).
<PAGE>
Item 1. FINANCIAL STATEMENT INDEX
FPA Corporation and Subsidiaries
Index to Financial Statements
PAGE
Interim Financial Statements for the quarter
ended December 31, 1995
Consolidated Balance Sheets at December 31, 1995
and June 30, 1995 2
Consolidated Statements of Operations and Changes
in Retained Earnings for the three months and six months
ended December 31, 1995 and 1994 3
Condensed Consolidated Statements of Cash Flows
for the six months ended December 31, 1995 and 1994 4
Notes to Consolidated Financial Statements 5-6
i
<PAGE>
PART I. FINANCIAL INFORMATION
Item l. FINANCIAL STATEMENTS
FPA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31, June 30,
Assets 1995 l995
------ ------------ --------
(Unaudited)
Cash $ 1,658 $ 2,324
Receivables
Trade accounts 4,172 3,636
Mortgage and other notes 1,621 1,674
Real estate held for development and sale
Residential properties completed
or under construction 39,627 35,757
Land held for development or sale
and improvements 54,976 52,921
Property and equipment, at cost, less
accumulated depreciation 521 523
Deferred charges and other assets 4,797 5,439
-------- --------
$107,372 $102,274
======== ========
Liabilities and Shareholders' Equity
------------------------------------
Liabilities
Accounts payable $ 19,001 $ 21,445
Accrued expenses 5,999 6,292
Amounts due to related parties 3,491 3,657
Customer deposits 2,505 2,739
Mortgage and other note obligations
primarily secured by:
Mortgage notes receivable 1,356 1,419
Residential properties 29,616 27,998
Land held for development or sale
and improvements 17,734 11,304
Senior notes 188 371
Subordinated debentures 2,186 2,231
Other notes payable 9,436 9,455
Deferred income taxes 2,583 2,583
Minority interests 694 634
-------- --------
Total liabilities 94,789 90,128
-------- --------
Shareholders' equity
Common stock, $.10 par, 20,000,000 shares
authorized, 12,698,131 shares issued at
December 31, 1995 and June 30, 1995 1,270 1,270
Capital in excess of par value - common stock 17,726 17,726
Retained earnings (deficit) (5,612) (6,104)
Treasury stock, at cost (1,119,336 shares at
December 31, 1995, 1,002,513 shares at
June 30, 1995) (801) (746)
-------- --------
Total shareholders' equity 12,583 12,146
-------- --------
Commitments and contingencies
-------- --------
$107,372 $102,274
======== ========
See notes to consolidated financial statements.
2
<PAGE>
FPA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND CHANGES IN RETAINED EARNINGS
(in thousands except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
December 31, December 31,
------------------ ----------------
1995 1994 1995 1994
------------------ ----------------
Earned revenues
Residential properties $ 17,941 $ 29,943 $ 40,380 $ 55,109
Land sales 296 3,336 363 3,712
Other income 292 402 664 641
-------- -------- -------- --------
18,529 33,681 41,407 59,462
-------- -------- -------- --------
Costs and expenses
Residential properties 14,987 25,721 34,349 47,308
Land sales 244 2,789 293 3,087
Other 102 118 214 214
Selling, general
and administrative 2,821 3,271 5,500 6,214
Interest:
Incurred 1,681 1,503 3,258 2,884
Less capitalized (1,363) (1,213) (2,705) (2,360)
Depreciation and
amortization 32 22 64 45
Minority interest in income
of consolidated
subsidiaries 1 120 60 89
-------- -------- -------- --------
18,505 32,331 41,033 57,481
-------- -------- -------- --------
Income from operations before
income taxes 24 1,350 374 1,981
Income tax expense 325 52 450
-------- -------- -------- --------
Income from operations before
extraordinary item 24 1,025 322 1,531
Extraordinary gain on early
extinguishment of note payable,
less applicable income tax
expense (Note A) 170 170
-------- -------- -------- --------
Net income 194 1,025 492 1,531
Retained earnings (deficit),
at beginning of period (5,806) (6,799) (6,104) (7,305)
-------- -------- -------- --------
Retained earnings (deficit),
at end of period $ (5,612) $ (5,774) $ (5,612) $ (5,774)
======== ======== ======== ========
Primary earnings
per share:
Income before
extraordinary item $ .01 $ .09 $ .03 $ .13
Extraordinary gain .01 .01
-------- -------- -------- --------
Total $ .02 $ .09 $ .04 $ .13
======== ======== ======== ========
See notes to consolidated financial statements
3
<PAGE>
FPA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
(Unaudited)
Six Months Ended
December 31,
-------------------
1995 1994
-------------------
Cash flows from operating activities:
Net income $ 492 $ 1,531
Adjustment to reconcile net income
to net cash used in
operating activities:
Extraordinary gain on early
extinguishment of debt (170)
Depreciation and amortization 64 45
(Increase) decrease in assets:
Receivables (483) 1,824
Real estate held for development and sale (5,925) 1,392
Deferred charges and other assets 580 800
Increase (decrease) in liabilities
Accounts payable and accrued expenses (2,767) 992
Other liabilities (340) (3,997)
------- -------
Net cash provided by (used in) operating
activities (8,549) 2,587
------- -------
Cash flows from financing activities:
Proceeds from mortgages and loans payable 51,744 42,180
Repayments of mortgages and loans payable (43,806) (44,558)
Purchase of treasury stock (55)
------- -------
Net cash provided by (used in) financing
activities 7,883 (2,378)
------- -------
Net increase(decrease)in cash (666) 209
Cash at beginning of year 2,324 2,506
------- -------
Cash at end of quarter $ 1,658 $ 2,715
======= =======
Supplemental disclosure of cash flow activities:
Interest paid, net of amounts capitalized $ - $ -
Income taxes paid $ 165 $ 14
See notes to consolidated financial statements
4
<PAGE>
FPA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A) During the second quarter of fiscal 1996, the Company completed a
transaction to fully satisfy a note payable with an outstanding balance of
approximately $380,000 and reacquired 116,823 shares of Common Stock in
exchange for a cash payment of $235,000. These shares have been retained by
the Company as treasury stock. This transaction resulted in an
extraordinary gain of $170,000, net of income tax expense of $30,000, and
has been reflected in the second quarter financial statements.
(B) Primary earnings per common share is computed by dividing net income by the
weighted average number of common shares outstanding and common stock
equivalents. The weighted average number of shares used to compute primary
earnings per common share were 11,812,575 and 11,955,046 shares for the
three months ended December 31, 1995 and 1994, respectively, and 11,798,324
and 11,955,045 shares for the six months ended December 31, 1995 and 1994,
respectively.
(C) Supplemental disclosure of noncash financing activities:
As discussed in Note A, the Company satisfied a note payable with an
outstanding balance of $380,000 and reacquired 116,823 shares of Common
Stock in exchange for a cash payment of $235,000. The purchase price was
allocated between the note and stock resulting in a gain of $170,000, net
of income tax.
During the first quarter of fiscal 1995, the 50,000 shares of Series C
Preferred Stock owned by Mr. Orleans were converted into 6,000,000 shares
of Common Stock. The Series C Preferred Stock was issued in connection with
the acquisition by the Company of Orleans Construction Corporation. See
Note 2 to 1995 Annual Report.
(D) Mortgage and other notes receivables are shown net of allowances for
doubtful accounts of $30,000 at December 31, 1995 and June 30, 1995,
respectively.
(E) Residential properties completed or under construction consist of the
following:
5
<PAGE>
December 31, June 30,
1995 1995
------------ --------
Under contract for sale $24,965 $23,242
Unsold 14,662 12,515
------- -------
$39,627 $35,757
======= =======
(F) The above statements are unaudited but include all adjustments which the
Company considers necessary for a fair presentation of the financial
statements. All adjustments made for the periods presented were of a normal
recurring nature. The results of operations for the three month and six
month periods ended December 31, 1995 and 1994 are not necessarily
indicative of the full year.
(G) The Company, through a wholly-owned subsidiary, is the General Partner in
Versailles Associates, L.P., a limited partnership to purchase and develop
a 102 multi-family unit community in Cherry Hill, New Jersey. The terms of
the Partnership Agreement provide that the General Partner be allocated 55%
of the net profits and losses of the Partnership and have exclusive
management and control over the development of the property. The financial
statements of the Partnership are included in the consolidated financial
statements of the Company. The minority interests shown on the balance
sheet are the capital interests of the limited partners of the Partnership.
Orleans Construction Corporation (OCC) has entered into a joint venture
agreement with Bridlewood Associates, L.P., a limited partnership formed to
develop an 85 acre parcel of land in Mount Laurel, New Jersey. OCC is the
managing general partner. OCC and the limited partner share equally in the
profits or losses of the entity. The financial statements of the
Partnership are included in the consolidated financial statements of the
Company. The limited partner's share of the income and capital from this
entity has been presented as minority interests in the accompanying
consolidated financial statements.
6
<PAGE>
Item 2. FPA Corporation and Subsidiaries
Management's Discussion and Analysis of Financial
Condition and Results of Operations.
Liquidity and Capital Resources
- -------------------------------
The Company requires capital to purchase and develop land, to
construct units, fund related carrying costs and overhead and to fund various
advertising and marketing costs to facilitate sales. The Company's sources of
capital include funds derived from operations, sales of assets and various
borrowings, most of which are secured. At December 31, 1995, the Company had
$53,311,000 available to be drawn under existing secured revolving and
construction loans for planned development expenditures. These expenditures
include site preparation, roads, water and sewer lines, impact fees and
earthwork, as well as the construction costs of the units and amenities. The
Company believes that the funds generated from operations and financing
commitments from commercial lenders will provide the Company with sufficient
capital to meet its operating needs through calendar 1996.
Joint Ventures
- --------------
The Company is a general partner in two separate joint ventures
with private investors which are developing communities in Cherry Hill and Mount
Laurel, New Jersey. These activities provide additional operating funds to the
Company without the need for land acquisition funding.
7
<PAGE>
Economic Conditions
- -------------------
The sluggish growth of the general economy in the Northeastern
United States and lack of consumer confidence caused primarily by uncertainty of
future employment have continued into the second quarter of Fiscal 1996. As a
result of these factors, the demand for new housing has remained constant in the
Company's marketing areas, despite rather favorable mortgage interest rates. The
Company has continued to offer various incentives at certain communities to
increase sales velocity. These actions have reduced gross profits and cash
proceeds from residential property sales. Any significant further downturn in
economic factors affecting the real estate industry may require additional
incentives or reductions in net sales prices.
The following table sets forth certain detail as to residential
sales activity for the six months ended December 31, 1995 and 1994, in the case
of revenues earned and new orders, and at the end of the periods indicated, in
the case of backlog.
8
<PAGE>
Six Months Ended
December 31,
1995 1994
-----------------------
(Dollars in thousands)
Revenues earned $40,380 $55,109
Units 249 326
Average price per unit $ 162 $ 169
New orders $38,134 $35,618
Units 229 235
Average price per unit $ 167 $ 152
Backlog $43,583 $50,470
Units 244 296
Average price per unit $ 179 $ 171
There were 229 new orders during the six months ended December 31, 1995
which was comparable to the same period in the prior year. However, the sales
value on new orders increased 7% to $38,134,000. The increased sales value was
attributable to a shift in the product mix to more single family homes.
The decline in both the number of units and dollar value of the
Company's revenues earned and backlog for the six months ended December 31, 1995
as compared to the 1994 amounts is due to the factors discussed previously under
economic conditions.
Inflation
Inflation can have a significant impact on the Company's liquidity.
Rising costs of land, materials, labor, interest and administrative costs have
generally been recoverable in prior years through increased selling prices. The
Company has been able to increase prices to cover a portion of these costs.
However, due to the current sluggish growth in the general economy in the
Northeastern United States, there is no assurance the Company will be able to
continue to increase prices to cover the effects of inflation in the future.
9
<PAGE>
Operating Revenues
- ------------------
Revenues for the second quarter of fiscal 1996 decreased $15,152,000
compared to the second quarter of fiscal 1995. Revenues from the sale of
residential units included 112 units totaling $17,941,000 during the quarter
ended December 31, 1995 as compared to 173 units totaling $29,943,000 during the
quarter ended December 31, 1994. The overall decrease is due primarily to
factors previously discussed under economic conditions. The decrease in land
sale revenue is primarily due to the timing of a land sale located in East
Brunswick, New Jersey which occurred during the second quarter of fiscal 1995.
Revenues for the six months ended December 31, 1995 decreased
$18,055,000 as compared to the six months ended December 31, 1994. Revenues and
units delivered from the sale of residential properties decreased by $14,729,000
and 77 units, respectively. Land sale revenues for the six months ended December
31, 1995 decreased $3,349,000 as compared to the six months ended December 31,
1994 due to the timing of a land sale located in East Brunswick, New Jersey
which occurred during the second quarter of fiscal 1995.
10
<PAGE>
Costs and Expenses
- ------------------
Costs and expenses for the second quarter of fiscal 1996 decreased
$13,826,000 as compared to the same period in the prior year. Cost of land sales
decreased $2,545,000 due to the aforementioned timing of a land sale during the
quarter ended December 31, 1995. The remaining difference is due primarily to a
decrease in costs of residential properties sold and selling, general and
administrative expenses of $10,734,000 and $450,000, respectively. These
decreases are consistent with the decrease in earned revenues from residential
properties previously discussed.
Costs and expenses for the first six months of fiscal 1996 decreased
$16,448,000 as compared to the first six months of fiscal 1995. The decrease in
costs and expenses is due primarily to decreases in the cost of real estate
properties sold (including land) and selling, general and administrative
expenses of $15,753,000 and $714,000, respectively. These decreases are
consistent with the decrease in earned revenues from residential properties
discussed under operating revenue.
11
<PAGE>
Extraordinary Items
- -------------------
As more fully discussed in Note A of the accompanying Notes to
Consolidated Financial Statements under Item 1, the Company had an extraordinary
item during the second quarter of fiscal 1996. The early extinguishment of a
note payable resulted in an extraordinary gain of $170,000, net of income tax
expense of approximately $30,000.
Net Income
- ----------
Net income for the second quarter of fiscal 1996 was $194,000 ($.02 per
primary share) compared to net income of $1,025,000 ($.09 per primary share) for
the prior year quarter. This decrease is due primarily to the decrease in the
units delivered and the reduction in land sale activity.
Net income for the first six months of fiscal 1996 was $492,000 ($.04
per primary share) as compared to $1,531,000 ($.13 per primary share) for the
first six months of fiscal 1995. The decrease is due to a decrease in profits
from the sale of residential units and land sales.
12
<PAGE>
Environmental Regulation and Litigation
- ---------------------------------------
Development and sale of real property creates a potential for
environmental liability on the part of the developer, owner or any mortgage
lender for its own acts or omissions as well as those of current or prior owners
of the subject property or adjacent parcels. If hazardous substances are
discovered on or emanating from any of the Company's properties, the owner or
operator of the property (including the prior owners) may be held strictly
liable for all costs and liabilities relating to such hazardous substances.
Environmental studies are undertaken in connection with property acquisitions by
the Company.
All testing required by Phase 1A of the phased remedial investigation
("RI") to be performed at Colts Neck Estates, a single family residential
development built by the Company in Washington Township, Gloucester County, New
Jersey ("Colts Neck"), has been completed. The results of such testing have been
submitted to the New Jersey Department of Environmental Protection ("NJDEP") for
its review and comment. At NJDEP's request, James C. Anderson Associates, Inc.
("JCA"), Washington Township's consultant, submitted a proposal to NJDEP to
delineate three alleged pig manure areas on other portions of Colts Neck. The
cost of the delineation is estimated at approximately $34,000; no agreement has
been reached with NJDEP over the Company's obligation, if any, to fund this
work. The Company continues to fund the cost of the phased RI testing, which is
not expected to exceed materially the original estimate of $136,000.
Approximately 145 homeowners at Colts Neck have commenced three lawsuits against
the Company, which were separately filed in state and Federal courts between
April and November, 1993, and now have been consolidated in the United States
District Court for the District of New Jersey. The plaintiffs in the
consolidated action allege that the Company and other defendants built and sold
them homes which had been constructed on and adjacent to land which has been
used as a municipal waste landfill and a pig farm. The complaints assert claims
under the federal Comprehensive Environmental Response, Compensation and
Liability Act, the Federal Solid Waste Disposal Act, the New Jersey Sanitary
Landfill Facility Closure and Contingency Act, the New Jersey Spill Compensation
and Control Act, as well as under theories of private nuisance, public nuisance,
common law fraud, latent defects, negligent misrepresentation, consumer fraud,
negligence, strict liability, vendor liability, and breach of warranty, among
others.
13
<PAGE>
In September, 1993 the Company brought a state court action against
more than 30 of its insurance companies seeking indemnification and
reimbursement of costs of defense in connection with the three Colts Neck
actions referred to above. That action has since been stayed and the Company's
claims against its insurers have also been brought as third-party claims in the
consolidated Colts Neck litigation in Federal court along with third-party
claims against the former owners and operators of the Colts Neck property as
well as claims against the generator of the waste allegedly disposed on the
property.
Although the Company has vigorously defended the claims brought by the
plaintiff homeowners, the Company and other parties in the Colts Neck litigation
agreed to mediation which resulted in a settlement agreement. The implementation
of the agreement is subject to a number of conditions, including a determination
by the court to accord class action status to the litigation. Under the
settlement agreement, if implemented, a judgment of $6,000,000 would be entered
against the Company, of which $650,000 would be paid in cash promptly. Except as
noted, the balance of the judgment would be payable solely out of the proceeds,
if any, of recoveries under the litigation against the insurance companies, and
the Company would have no liability itself for the balance of the judgment not
satisfied from such recoveries. The Company would fund the litigation against
the insurance companies, subject to reimbursement of amounts in excess of
$100,000 (subject to a limitation on reimbursement of $300,000) from recoveries,
if any, from the insurance companies, including pretrial settlements. In the
event that the insurance recoveries (whether through settlements or judgments)
are less than $500,000, the Company would pay the difference to the homeowners.
14
<PAGE>
The Company has accrued estimated costs of environmental testing as
well as all other reasonably estimable future investigatory, engineering, legal
and litigation costs and expenses. On February 12, 1996, the Company received an
order from the NJDEP based upon testing results of Phase 1A of the RI. The order
requires the Company to perform an additional environmental survey and site
monitoring and to submit to the NJDEP for its approval within 60 days either:
(i) a plan of action for removal of certain material from portions of the
premises or (ii) a closure/post closure plan which will include site monitoring.
The Company has not had an opportunity to consider the order with its advisors
and has made no determinations concerning the order or any plans which it may
submit. The Company reserves the right to opt out of the settlement agreement
with the homeowners if there is no satisfactory resolution with NJDEP over its
claims. The Company increased its recorded reserves to give effect to its
estimate of the net amount payable under the settlement agreement, if
implemented, and the unreimbursed costs to the Company of the insurance
litigation. The Company believes that neither the implementation of the
settlement agreement nor the resolution of this contingency through further
litigation will have a material effect on its results of operations or its
financial position, although there can be no assurance as to the ultimate
outcome of any litigation. Since there are conditions to the implementation of
the settlement agreement, there is no assurance that the litigation will not
recommence.
The Company is not aware of any other environmental liabilities
associated with any of its other projects.
15
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The registrant incorporates herein by reference the information
contained in Part 1 Item 2 "Management's Discussion and Analysis of Financial
Condition and Results of Operations-Environmental Regulation and Litigation."
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On December 8, 1995, the Company held its Annual Meeting of
Stockholders pursuant to a notice dated November 1, 1995. Definitive proxy
materials were filed with the Securities and Exchange Commission prior to the
meeting. A total of 10,048,306 shares were voted at the meeting constituting
85.9% of the 11,695,618 shares entitled to vote.
At the Annual Meeting, the eight nominees (Sylvan M. Cohen, Benjamin D.
Goldman, Robert N. Goodman, Andrew N. Heine, David Kaplan, Lewis Katz, Jeffrey
P. Orleans and John W. Rollins, Sr.) who were nominated for re-election and were
previously elected by the stockholders were all elected.
16
<PAGE>
The results of the vote were as follows:
<TABLE>
<CAPTION>
Shares Shares For Which
Voted For Vote Was Withheld
--------- -----------------
<S> <C> <C>
Sylvan M. Cohen 10,044,319 3987
Benjamin D. Goldman 10,045,587 2719
Robert N. Goodman 10,045,819 2487
Andrew N. Heine 10,045,819 2487
David Kaplan 10,045,819 2487
Lewis Katz 10,045,819 2487
Jeffrey P. Orleans 10,045,769 2537
John W. Rollins, Sr. 10,045,319 2987
</TABLE>
The stockholders also approved the 1995 Stock Option Plan for
Non-Employee Directors. A total of 10,021,810 shares were voted in favor of this
proposal; 14,240 shares were voted against; and 12,256 shares abstained from the
vote.
The stockholders also approved the appointment of Price Waterhouse as
independent accountants to examine the books, accounts and records of the
Company for fiscal 1996. A total of 10,039,184 shares were voted in favor of
this proposal; 8,950 shares were voted against; and 172 shares abstained from
the vote.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a. Exhibits:
Exhibit 10 - 1995 Stock Option Plan for Non-Employee Directors
(which is incorporated by reference to Appendix - A
of the Company's definitive proxy statement for its
December 8, 1995 Annual Meeting of Stockholders).
Exhibit 27 - Financial Data Schedule (included in electronic filing
format only).
b. Reports on Form 8-K:
None.
17
<PAGE>
FPA CORPORATION AND SUBSIDIARIES
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.
FPA CORPORATION
(Registrant)
FEBRUARY 13, 1996 /s/ BENJAMIN D. GOLDMAN
- -------------------------------- ----------------------------------
(Date) Benjamin D. Goldman
President and
Chief Operating Officer
FEBRUARY 13, 1996 /s/ JOSEPH A. SANTANGELO
- -------------------------------- ----------------------------------
(Date) Joseph A. Santangelo
Treasurer, Secretary and
Chief Financial Officer
18
<TABLE> <S> <C>
<ARTICLE> 5
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> DEC-31-1995
<CASH> 1658
<SECURITIES> 0
<RECEIVABLES> 5793
<ALLOWANCES> 0
<INVENTORY> 94,603
<CURRENT-ASSETS> 0
<PP&E> 521
<DEPRECIATION> 0
<TOTAL-ASSETS> 107,372
<CURRENT-LIABILITIES> 0
<BONDS> 60,516
0
0
<COMMON> 1,270
<OTHER-SE> 11,313
<TOTAL-LIABILITY-AND-EQUITY> 107,372
<SALES> 40,743
<TOTAL-REVENUES> 41,407
<CGS> 34,642
<TOTAL-COSTS> 41,033
<OTHER-EXPENSES> 338
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 553
<INCOME-PRETAX> 374
<INCOME-TAX> 52
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 170
<CHANGES> 0
<NET-INCOME> 492
<EPS-PRIMARY> .04
<EPS-DILUTED> .00
</TABLE>
