SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
--------------------------------------------------
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 number 0-11876
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Uniforce Services, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-1996648
- ------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
415 Crossways Park Drive, Woodbury, NY 11797
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 437-3300
-----------------------------
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 such
filing requirements for the past 90 days. Yes X No .
------- ------
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of
shares outstanding of each of the issuer's classes of common stock, as of the
latest practical date. 3,038,543 (as of October 30, 1997).
<PAGE>
UNIFORCE SERVICES, INC.
-----------------------
INDEX
-----
Page No.
--------
Part I Financial Information:
- ----------------------------
Item 1. Consolidated Condensed Financial Statements
Consolidated condensed statements of earnings -
three months and nine months ended
September 30, 1997 and 1996 (unaudited) 1
Consolidated condensed balance sheets -
September 30, 1997 (unaudited) and December
31, 1996 2
Consolidated condensed statements of cash flows -
nine months ended September 30, 1997 and 1996
(unaudited) 3
Notes to consolidated condensed financial
statements (unaudited) 4
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6
Part II Other Information:
- -------------------------
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales of supplemental
staffing services $ 44,731,403 $ 34,927,359 $127,265,243 $ 97,804,122
Service revenues and fees 2,058,796 1,940,215 5,687,806 5,589,180
------------ ------------ ------------ ------------
Total revenues 46,790,199 36,867,574 132,953,049 103,393,302
------------ ------------ ------------ ------------
Costs and expenses:
Cost of supplemental
staffing services 35,110,291 27,178,454 100,783,201 76,214,231
Licensees' share of gross
margin 2,337,335 2,121,426 6,665,450 5,832,735
General and administrative 6,031,106 4,866,535 17,100,195 14,556,306
Merger transaction costs 225,000 - 225,000 -
Depreciation & amortization 358,565 310,438 952,779 783,419
------------ ----------- ------------ ------------
Total costs and expenses 44,062,297 34,476,853 125,726,625 97,386,691
------------ ----------- ------------ ------------
Earnings from operations 2,727,902 2,390,721 7,226,424 6,006,611
Other income (expense):
Interest - net (672,528) (591,512) (1,829,458) (1,563,728)
Other - net 19,063 1,258 9,170 18,954
----------- ----------- ----------- -----------
Earnings before provision
for income taxes 2,074,437 1,800,467 5,406,136 4,461,837
Provision for income taxes 861,000 684,000 2,126,000 1,695,000
----------- ----------- ----------- -----------
NET EARNINGS $ 1,213,437 $ 1,116,467 $ 3,280,136 $ 2,766,837
=========== =========== =========== ===========
Weighted average number of shares outstanding:
Primary 3,295,555 3,223,909 3,231,505 3,273,265
Fully Diluted 3,430,408 3,251,094 3,286,096 3,293,492
NET EARNINGS PER SHARE:
Primary $ .37 $ .35 $ 1.02 $ .85
=========== =========== =========== ===========
Fully Diluted $ .35 $ .34 $ 1.00 $ .84
=========== =========== =========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
1
<PAGE>
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 6,555,275 $ 5,283,422
Accounts receivable - net 20,677,331 17,224,885
Funding and service fees
receivable - net 25,845,143 18,759,814
Prepaid expenses and other
current assets 802,412 1,798,020
Deferred income taxes 201,149 201,149
------------ ------------
Total current assets 54,081,310 43,267,290
------------ ------------
Fixed assets - net 4,336,002 3,775,661
Deferred costs and other assets - net 1,252,509 1,538,189
Cost in excess of fair value of net
assets acquired 6,122,188 6,388,240
------------ ------------
$ 65,792,009 $ 54,969,380
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Loan payable $ 2,000,000 $ 1,000,000
Payroll and related taxes payable 7,220,332 6,372,319
Payable to licensees and clients 1,273,888 1,484,238
Income taxes payable 485,147 -
Accrued expenses and
other liabilities 2,705,757 5,408,070
------------ -----------
Total current liabilities 13,685,124 14,264,627
------------ -----------
Loan payable - non-current 34,097,655 25,750,000
Capital lease obligation - non-current 577,175 732,658
Stockholders' equity:
Common stock $.01 par value 51,228 51,098
Additional paid-in capital 9,027,840 8,825,128
Retained earnings 30,303,581 27,296,463
------------ -----------
39,382,649 36,172,689
Treasury stock, at cost, 2,084,245
shares in 1997 and 1996 (21,950,594) (21,950,594)
------------ ------------
Total stockholders' equity 17,432,055 14,222,095
------------ ------------
$ 65,792,009 $ 54,969,380
============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
2
<PAGE>
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended September 30,
-------------------------------
1997 1996
-------------------------------
Cash flows from operating activities:
Net earnings $ 3,280,136 $ 2,766,837
Adjustments to reconcile net
earnings to net cash (used)
by operating activities:
Depreciation and amortization 952,779 783,419
(Increase) in receivables
and prepaid expenses (9,542,167) (4,480,953)
Stock option compensation expense 13,500 13,500
(Decrease) in liabilities (1,424,021) (89,907)
----------- -----------
Net cash (used) by operating
activities (6,719,773) (1,007,104)
----------- -----------
Cash flows from investing activities:
Purchases of fixed assets (1,084,964) (774,916)
(Increase) in deferred costs
and other assets (31,906) (410,786)
Net assets acquired from Montare - (4,628,142)
----------- -----------
Net cash (used) by investing activities (1,116,870) (5,813,844)
----------- -----------
Cash flows from financing activities:
Principal payments on capital lease
obligations (155,483) (195,934)
Increase in loan payable 9,347,655 17,450,609
Cash dividends paid (273,018) (272,605)
Purchase of treasury stock - (14,280,863)
Proceeds from issuance of
common stock 189,342 1,034,716
----------- -----------
Net cash provided by financing
activities 9,108,496 3,735,923
----------- -----------
Net increase (decrease) in cash and cash
equivalents 1,271,853 (3,085,025)
Cash and cash equivalents at
beginning of period 5,283,422 6,444,859
----------- -----------
Cash and cash equivalents at
end of period $ 6,555,275 $ 3,359,834
=========== ===========
Supplemental disclosures:
Cash paid for:
Interest $ 1,666,718 $ 1,310,366
----------- -----------
Income taxes $ 1,433,048 $ 1,601,379
----------- -----------
Non-cash financing activities:
During 1996, the Company entered into capital leases in the amount of $551,405.
See accompanying notes to consolidated condensed financial statements.
3
<PAGE>
UNIFORCE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Principles of consolidation
---------------------------
The consolidated financial statements include the
accounts of Uniforce Services, Inc. and its wholly-owned subsidiaries (the
"Company"). All significant intercompany accounts and transactions have been
eliminated in consolidation.
2. Consolidated condensed financial statements
-------------------------------------------
The consolidated condensed financial statements, as
shown in the accompanying index, have been prepared by the Company without
audit. In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1997, and for all periods
presented have been made.
Certain information and footnote disclosures, normally
included in financial statements prepared in accordance with generally accepted
accounting principles, have been condensed, reclassified or omitted. It is
suggested that these consolidated condensed financial statements be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's December 31, 1996 financial statements. The results of
operations for the periods ended September 30, 1997 are not necessarily
indicative of the operating results which may be achieved for the full year.
Tax accruals have been made based on estimated effective
annual tax rates for the periods presented.
3. Litigation Settlement
---------------------
In April 1994, various insurance carriers and their
not-for-profit trade association filed an action against the Company, its
officers and various other parties; in May 1996, the Plaintiffs filed their
Third Amended Complaint. The Plaintiffs alleged breach of contract and tort
causes of action for underpayment of premiums. The Company denied liability and
asserted substantial claims in opposition to the Plaintiffs' claims.
Additionally the Company and its subsidiaries filed suit against various prior
workers' compensation carriers alleging claims mismanagement. In July 1997, both
matters were settled. The terms of the settlement are confidential by agreement.
The settlement did not have a material effect on the Company's financial
condition or operating results.
4
<PAGE>
4. Agreement and Plan of Merger
----------------------------
On August 13, 1997, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") under which it will be
acquired by Comforce Corporation. Pursuant to the Merger Agreement a subsidiary
of Comforce is to make a tender offer (the "Tender Offer") to acquire all of the
issued and outstanding common stock of the Company for $28.00 in cash and .5217
shares of Comforce common stock for each share of Uniforce common stock. The
consummation of the Tender Offer is contingent upon a number of conditions,
including Comforce obtaining debt financing sufficient to complete the purchase
of the Company's shares. The Merger Agreement provides that after the
consummation of the Tender Offer the Comforce subsidiary will be merged with and
into the Company, with the Company being the surviving corporation and becoming
a wholly-owned subsidiary of Comforce. On October 27, 1997 a Joint Proxy
Statement/Prospectus relating to the Merger Agreement was declared effective by
the Securities and Exchange Commission and Comforce commenced the Tender Offer.
The Tender Offer is expected to remain open through November 24, 1997 unless
extended.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
Total revenues increased by $9,922,625, or 26.9%, from
$36,867,574 in the third quarter of 1996 to $46,790,199 in the third quarter of
1997. For the first nine months, total revenues increased by $29,559,747 or
28.6% from $103,393,302 in 1996 to $132,953,049 in 1997. The increases in
revenues described throughout this discussion of the results of the Company for
the 1997 periods as compared to the 1996 periods were primarily the result of
volume increases relating to new and existing clients.
Sales of supplemental staffing services increased by
$9,804,044 and $29,461,121, respectively, for the third quarter and first nine
months of 1997 as compared to 1996. PrO Unlimited(R) and Uniforce Information
Services/Brannon & Tully(R),two of the Company's subsidiaries, were the
principal contributors to the continued growth during the third quarter of 1997.
PrO Unlimited sales increased by $2,641,475 or 27.1% and $8,003,347 or 29.0%,
respectively, for the third quarter and first nine months of 1997 as compared to
the corresponding 1996 periods. Uniforce Information Services/Brannon & Tully
sales increased by $4,780,632 or 67.2% and $11,530,430 or 52.8%, respectively,
for the third quarter and first nine months of 1997 as compared to the
corresponding 1996 periods. Sales of Montare International, a provider of
information technology ("IT") contract professionals, acquired on May 17, 1996,
contributed $2,443,087 and $6,544,105, respectively, for the third quarter and
the first nine months of 1997 and $1,651,480 for the third quarter of 1996 and
$2,534,663 from the date of acquisition to September 30, 1996. The remaining
increases in sales resulted from general increases in the Company's other
operations.
Service revenues and fees increased by 6.1% from
$1,940,215 in the third quarter of 1996 to $2,058,796 in the third quarter of
1997 and increased 1.8% from $5,589,180 for the first nine months of 1996 to
$5,687,806 for the first nine months of 1997. Increased service revenues and
fees that were generated by Temporary Help Industry Servicing Company, Inc.
("THISCO(R)") and its subsidiaries were offset by the loss of service revenues
for the first nine months of 1997 due to the contract termination of one major
client and the re-evaluation and resulting termination of certain less
profitable customers of Brentwood Service Group(R) ("Brentwood").
6
<PAGE>
System-wide sales, which includes sales of associated
offices serviced by THISCO and Brentwood, increased by $21,358,693 or 23.9% from
$89,458,038 in the third quarter of 1996 to $110,816,731 in the third quarter of
1997. In the first nine months, system-wide sales increased by $49,539,522 or
19.6% from $252,639,208 in 1996 to $302,178,730 in 1997.
Cost of supplemental staffing services was 78.5% of
sales of supplemental staffing services in the third quarter of 1997 compared to
77.8% in the third quarter of 1996. For the first nine months, cost of
supplemental staffing services was 79.2% of sales of supplemental staffing
services in 1997 and 77.9% in 1996. The higher percentage in the third quarter
and first nine months of 1997 was a result of increased sales of PrO Unlimited,
which have a high percentage payroll expense in relation to sales.
Licensees' share of gross margin is principally based
upon a percentage of the gross margin generated from sales by licensed offices.
The gross margin from sales of supplemental staffing services amounted to
$9,621,112 and $7,748,905 for the third quarter of 1997 and 1996, respectively.
For the first nine months, gross margin from such sales amounted to $26,482,042
in 1997 and $21,589,891 in 1996. Licensees' share of gross margin was 24.3% in
the third quarter of 1997 as compared to 27.4% for the third quarter of 1996.
For the first nine months, licensees' share of gross margin was 25.2% in 1997
and 27.0% in 1996. The lower share as a percentage of total gross margin in 1997
was due to increased sales of Uniforce Information Services/Brannon & Tully and
Uniforce Information Services/Montare International for which there are no
related licensee distributions and to the increased sales of PrO Unlimited for
which there are limited distributions.
General and administrative expenses increased by
$1,164,571 or 23.9% during the third quarter of 1997 as compared to the third
quarter of 1996. For the first nine months of 1997 general and administrative
expenses increased by $2,543,889 or 17.5% as compared to the first nine months
of 1996. This increase resulted principally from higher payroll and recruiting
costs with respect to permanent staff, expenses relating to Uniforce Information
Services/Montare International operations (acquired in May 1996), and higher
facility costs. Further contributing to the increase during the third quarter of
1997 as
7
<PAGE>
compared to the third quarter of 1996, was an increase in professional fees, net
of related insurance recoveries, associated with the Company's litigation
(settled in July, 1997) described in Note 3 of the consolidated condensed
financial statements. As a percentage of revenues, general and administrative
expenses were 12.9% and 13.2% for the third quarter of 1997 and 1996,
respectively, and 12.9% and 14.1% in 1997 and 1996, respectively, for the first
nine months periods.
The merger transaction costs of $225,000 represent non
tax-deductible transaction costs incurred by the Company in connection with the
Merger Agreement described in Note 4 to the consolidated condensed financial
statements.
Net interest expense increased by $81,016 or 13.7%
during the third quarter of 1997 as compared to the third quarter of 1996. For
the first nine months of 1997, net interest expense increased by $265,730 or
17.0% as compared to 1996. The increase in interest expense for the 1997 periods
compared to 1996 is a result of increased borrowings throughout 1997 for the
acquisition of Montare International and increased working capital requirements
due to the continued growth in the Company's business.
As a result of the factors discussed above, net earnings
increased by 8.7% from $1,116,467 ($.35 per share on a primary basis) in the
third quarter of 1996 to $1,213,437 ($.37 per share on a primary basis) in the
third quarter of 1997. For the first nine months, net earnings increased by
18.6% from $2,766,837 ($.85 per share on a primary basis) in 1996 to $3,280,136
($1.02 per share on a primary basis) in 1997.
8
<PAGE>
Financial Condition
- -------------------
As of September 30, 1997, the Company's working capital
increased to $40,396,186, as compared to $29,002,663 at December 31, 1996. The
increase in system-wide sales, which include sales of associated offices, during
the third quarter of 1997 resulted in increases in accounts receivable and
funding and service fees receivable. The increase in accounts receivable and
funding and service fees receivable was largely financed through the Company's
long term credit facility. In addition, working capital increased due to the
continuing profitable operations of the Company.
During the first nine months of 1997, the Company paid
quarterly cash dividends on shares of its Common Stock at $.03 per share
($273,018).
On December 8, 1995, the Company entered into an
agreement with a financial institution creating a three-year $35,000,000 credit
facility (the "Credit Facility"). Effective June 30, 1997, the Credit Facility
was increased to $46,000,000 and extended until June 30, 2000. The Credit
Facility comprises a term loan in the amount of $6,000,000, amended from
$3,000,000, (the "Term Loan") to be paid in 36 consecutive monthly installments
of $166,667 with the balance outstanding due on June 30, 2000, and a
$40,000,000, amended from $32,000,000, revolving credit facility (the "Revolving
Facility"), which expires on June 30, 2000. The Company may borrow against the
Revolving Facility up to 85% of eligible accounts receivable and eligible
service and funding fees receivable. The Term Loan bears interest at the
Company's election at either the lender's floating base rate or LIBOR (London
Interbank Offered Rate) plus 2.00%. Borrowings under the Revolving Facility bear
interest at the Company's election at either the lender's floating base rate
minus .25%, or LIBOR plus 1.75%. Prior to June 30, 1997, the Term Loan bore
interest at the Company's election at either the lender's floating base rate
plus .25%, or LIBOR plus 2.25% and interest under the Revolving Facility bore
interest at the Company's election at either the lender's floating base rate, or
LIBOR plus 2.125%. Borrowings under the Credit Facility are secured by a first
priority security interest in all owned and after-acquired real and personal
property of the Company.
9
<PAGE>
At September 30, 1997, the Company had outstanding
borrowings of $5,666,666 under the Term Loan bearing interest at an average rate
of 7.85% and $30,430,989 of borrowings under the Revolving Facility bearing
interest at an average rate of 7.50%.
The Credit Facility contains a variety of affirmative
and negative covenants of types customary in an asset-based lending facility,
including those relating to reporting requirements, maintenance of records,
properties and corporate existence, compliance with laws, incurrence of other
indebtedness and liens, restrictions on certain payments and transactions and
extraordinary corporate events. The Credit Facility also contains financial
covenants relating to maintenance of levels of minimal tangible net worth,
EBITDA (earnings before interest, taxes, depreciation and amortization), net
income and fixed charge coverage and restricting the amount of capital
expenditures. In addition, the Credit Facility contains certain events of
default of types customary in an asset-based lending facility. The Company was
in compliance with all covenants at September 30, 1997.
In January 1996, the Company successfully completed its
offer to purchase 1,250,000 shares of its Common Stock at $11.25 per share. The
total amount required to purchase such shares was $14,062,500, exclusive of
related fees and other expenses. The purchase price and related expenses were
funded with borrowings available under the Credit Facility.
On August 13, 1997, the Company entered into an
Agreement and Plan of Merger (the "Merger Agreement") under which it will be
acquired by Comforce Corporation. Pursuant to the Merger Agreement a subsidiary
of Comforce is to make a tender offer (the "Tender Offer") to acquire all of the
issued and outstanding common stock of the Company for $28.00 in cash and .5217
shares of Comforce common stock for each share of Uniforce common stock. The
consummation of the Tender Offer is contingent upon a number of conditions,
including Comforce obtaining debt financing sufficient to complete the purchase
of the Company's shares. The Merger Agreement provides that after the
consummation of the Tender Offer the Comforce subsidiary will be merged with and
into the Company, with the Company being the surviving corporation and becoming
a wholly-owned subsidiary of Comforce. On October 27, 1997 a Joint Proxy
10
<PAGE>
Statement/Prospectus relating to the Merger Agreement was declared effective by
the Securities and Exchange Commission and Comforce commenced the Tender Offer.
The Tender Offer is expected to remain open through November 24, 1997 unless
extended.
Prior to the effective date of the Merger, the Company
intends to expand its business through the further development of higher margin
professional services as well as through PrO Unlimited, Uniforce Information
Services/Brannon & Tully, Uniforce Information Services/Montare International,
THISCO and Brentwood. The Company anticipates that internal expansion will be
financed from its cash flow and available borrowings under the Credit Facility.
Indebtedness under the Credit Facility will become due and payable upon
consummation of the Merger, unless the terms of the Credit Facility are
re-negotiated. It is anticipated that the Credit Facility will be repaid from
proceeds available under Comforce's credit facility and that the Comforce credit
facility will be used to fund the Company's operations.
Forward-looking Statements
- --------------------------
This report contains forward-looking statements and
information that is based on management's beliefs and assumptions, as well as
information currently available to management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be
correct. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should the underlying assumptions prove incorrect, actual results may vary
materially from those anticipated, estimated or expected.
11
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------------------
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
The Company filed a current report on Form 8-K dated
August 13, 1997 reporting under Item 5, thereof, that Uniforce Services, Inc.
had entered into an Agreement and Plan of Merger under which it will be become a
wholly-owned subsidiary of Comforce Corporation.
12
<PAGE>
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.
Dated: November 6, 1997 UNIFORCE SERVICES, INC.
By: /s/ John Fanning
-----------------------------------
John Fanning, Chairman of the Board
and President
By: /s/ Harry V. Maccarrone
-----------------------------------
Harry V. Maccarrone, V.P. of Finance,
Principal Financial and Accounting
Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM UNIFORCE'S
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TYO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 6,555,275
<SECURITIES> 0
<RECEIVABLES> 46,913,772
<ALLOWANCES> 287,917
<INVENTORY> 0
<CURRENT-ASSETS> 54,081,310
<PP&E> 6,944,703
<DEPRECIATION> 2,608,701
<TOTAL-ASSETS> 65,792,009
<CURRENT-LIABILITIES> 13,685,124
<BONDS> 0
51,228
0
<COMMON> 0
<OTHER-SE> 17,380,827
<TOTAL-LIABILITY-AND-EQUITY> 65,792,009
<SALES> 0
<TOTAL-REVENUES> 132,953,049
<CGS> 0
<TOTAL-COSTS> 125,726,625
<OTHER-EXPENSES> (9,170)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,829,458
<INCOME-PRETAX> 5,406,136
<INCOME-TAX> 2,126,000
<INCOME-CONTINUING> 3,280,136
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,280,136
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.00
</TABLE>
