<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended: June 30, 1998 Commission File No. 1-6963
ORIOLE HOMES CORP.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1228702
- -------------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1690 S. Congress Ave., Suite 200 Delray Beach, Fl. 33445
- ---------------------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 274-2000
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed
since last report.
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, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at July 30, 1998
- ------------------------------------- --------------------------------
Common Stock, Class A, par value $.10 1,864,149
Common Stock, Class B, par value $.10 2,761,375
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
Cash and cash equivalents $ 21,186,286 $ 19,830,523
Receivables
Mortgage notes 266,104 267,323
Income taxes -- 765,437
------------ ------------
266,104 1,032,760
Inventories
Land 53,732,799 58,120,681
Houses and condominiums completed or
under construction 37,513,673 42,007,641
Model houses and condominiums 5,161,343 4,871,304
------------ ------------
96,407,815 104,999,626
Less estimated costs of completion
included in inventories 8,876,691 11,597,567
------------ ------------
87,531,124 93,402,059
------------ ------------
Property and equipment, at cost
Land 620,454 654,936
Buildings 3,992,927 4,338,159
Furniture, fixtures and equipment 3,635,314 3,339,242
------------ ------------
8,248,695 8,332,337
Less accumulated depreciation 4,090,977 4,055,564
------------ ------------
4,157,718 4,276,773
------------ ------------
Property and equipment held for sale, at cost 11,945,651 12,264,126
Investments in and advances to joint ventures 3,880,313 4,495,000
Other
Prepaid expenses 2,434,402 2,275,569
Unamortized debt issuance costs 1,320,784 1,552,227
Land held for investment, at cost 2,127,009 2,354,398
Other assets 3,629,449 3,576,695
------------ ------------
9,511,644 9,758,889
------------ ------------
Total assets $138,478,840 $145,060,130
============ ============
</TABLE>
See notes to consolidated financial statements
-1-
<PAGE> 3
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
Liabilities
Line of credit $ 10,000 $ 10,000
Mortgage notes payable 12,331,358 12,438,445
Accounts payable and accrued liabilities 11,122,740 13,141,491
Customer deposits 7,293,546 6,389,145
Senior notes 61,306,558 66,184,074
------------ ------------
Total liabilities 92,064,202 98,163,155
Shareholders' equity
Class A common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding -
1,864,149 in 1998 and in 1997 186,415 186,415
Class B common stock, $.10 par value
Authorized - 10,000,000 shares
Issued and outstanding -
2,761,375 in 1998 and in 1997 276,138 276,138
Additional paid-in capital 19,267,327 19,267,327
Retained earnings 26,684,758 27,167,095
------------ ------------
Total shareholders' equity 46,414,638 46,896,975
------------ ------------
Total liabilities and shareholders' equity $138,478,840 $145,060,130
============ ============
</TABLE>
See notes to consolidated financial statements
-2-
<PAGE> 4
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
June 30, June 30,
------------------------------- -------------------------------
1998 1997 1998 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues
Sales of houses and condominiums $ 38,497,335 $ 45,224,074 $ 13,165,057 $ 25,445,526
Sales of land -- 5,500 -- --
Other operating revenues 1,995,904 1,653,009 1,024,981 826,472
Interest, rentals and other income 1,654,351 1,826,177 722,832 1,013,831
Gain on sale of property and
land held for investment, net 790,581 501,533 599,668 501,420
------------ ------------ ------------ ------------
42,938,171 49,210,293 15,512,538 27,787,249
------------ ------------ ------------ ------------
Costs and Expenses
Cost of houses and
condominiums sold 33,246,929 40,217,979 11,232,729 22,419,822
Inventory valuation adjustment -- 17,050,000 -- 8,350,000
Fixed asset valuation adjustment -- 4,525,000 -- 4,525,000
Cost of land sold -- 3,246 -- --
Costs relating to other
operating revenues 1,622,507 1,691,347 767,545 889,397
Selling, general and
administrative expenses 7,817,984 9,183,521 3,601,873 4,906,947
Interest costs incurred 4,562,278 5,061,222 2,244,133 2,473,807
Interest capitalized (deduct) (3,829,190) (4,713,245) (1,825,078) (2,313,443)
------------ ------------ ------------ ------------
43,420,508 73,019,070 16,021,202 41,251,530
------------ ------------ ------------ ------------
(Loss) before provision for (benefit from)
income taxes (482,337) (23,808,777) (508,664) (13,464,281)
Provision for (benefit from) income taxes -- (307,261) -- 342,319
------------ ------------ ------------ ------------
Net (loss) $ (482,337) $(23,501,516) $ (508,664) $(13,806,600)
============ ============ ============ ============
Net loss per Class A and B common
share available for common
stockholders - Basic $ (.10) $ (5.08) $ (.11) $ (2.98)
============ ============ ============ ============
Weighted average number of common
stock outstanding - Basic 4,625,524 4,625,524 4,625,524 4,625,524
============ ============ ============ ============
Net loss per Class A and B common
share available for common
stockholders - Diluted $ (.10) $ (5.08) $ (.11) $ (2.98)
============ ============ ============ ============
Weighted average number of common
stock outstanding - Diluted 4,625,524 4,625,524 4,625,524 4,625,524
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements
-3-
<PAGE> 5
ORIOLE HOMES CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net (loss) $ (482,337) $(23,501,516)
Adjustments to reconcile net (loss) to net
cash provided by operating activities
Depreciation 615,461 689,322
Amortization 403,927 274,555
Deferred income taxes -- 458,176
Gain on sale of property and land held for investment, net (790,581) (501,533)
(Increase) decrease in operating assets
Receivables 766,656 2,400,922
Inventories 5,904,875 487,040
Inventory valuation adjustment -- 17,050,000
Fixed asset valuation adjustment -- 4,525,000
Other assets (211,587) (663,246)
Increase (decrease) in operating liabilities
Accounts payable and accrued liabilities (2,018,751) (658,155)
Customer deposits 904,401 3,852,161
------------ ------------
Total adjustments 5,574,401 27,914,242
------------ ------------
Net cash provided by operating activities 5,092,064 4,412,726
------------ ------------
Cash flows from investing activities
Return on investment in joint ventures 614,687 1,868,000
Capital expenditures (404,680) (338,186)
Proceeds from the sale of property and equipment 1,210,779 1,060,182
------------ ------------
Net cash provided by investing activities 1,420,786 2,589,996
------------ ------------
Cash flows from financing activities
Payment of mortgage note (107,087) (99,719)
Borrowings under line of credit agreement -- 9,100,000
Repayments under line of credit agreement -- (11,700,000)
Repurchase of senior notes (5,050,000) --
------------ ------------
Net cash (used in) financing activities (5,157,087) (2,699,719)
------------ ------------
Net increase in cash and cash equivalents 1,355,763 4,303,003
Cash and cash equivalents at beginning of period 19,830,523 2,409,376
------------ ------------
Cash and cash equivalents at end of period $ 21,186,286 $ 6,712,379
============ ============
Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest (net of amount capitalized) $ 869,240 $ 262,916
Income taxes $ 2,627 $ --
</TABLE>
See notes to consolidated financial statements
-4-
<PAGE> 6
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. The consolidated balance sheet as of June 30, 1998 and the related
statements of operations and cash flows for the three months and six
months ended June 30, 1998 and 1997 of Oriole Homes Corp. and its
subsidiaries have been prepared by the Company without audit. In the
opinion of management of the Company, all adjustments (consisting of
normal recurring accruals) necessary for a fair presentation of the
unaudited interim periods have been reflected herein.
Certain footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have
been omitted. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements and notes
thereto included in the Company's December 31, 1997 annual report on Form
10K.
Certain reclassifications have been made to conform to the current year
presentation.
2. The results of operations for the three months and the six months ended
June 30, 1998 are not necessarily indicative of the results for the
entire year.
3. Inventory valuation adjustment
Statement of Financial Accounting Standards ("SFAS") No. 121 requires
that long-lived assets held and used by the Company be reviewed for
impairment whenever events or changes indicate that the net book value of
the asset may not be recoverable. An impairment loss is recognized if the
sum of the undiscounted expected future cash flows from the use of the
assets is less than the net book value of the assets. The Company
periodically reviews the carrying value of its assets and, if such
reviews indicate the potential for lack of recovery of the net book
value, adjusts the assets accordingly.
In this regard, the Company recorded in the first quarter of 1997 a
non-cash inventory valuation adjustment totaling $8,700,000 or $1.88 per
common share, reducing certain land inventory to its estimated fair value
less cost to sell. The inventory adjustment pertained to land for
approximately 1,000 unsold housing units located in five developments. In
addition, the Company recorded, in the second quarter of 1997, an
inventory valuation adjustment of $8,350,000 or $1.81 per common share
related to certain land inventory in the amount of $8,150,000 for
approximately 1,200 unsold housing units and the contingent sale portion
of a land sale in the amount of $200,000.
Deteriorating market conditions during the first half of 1997 caused the
Company to lower selling prices in order to maintain acceptable sales
levels and absorb then current inventory, resulting in the inventory
valuation adjustment.
4. Fixed asset adjustment
The Company recorded in the second quarter of 1997 a fixed asset
valuation adjustment of $4,525,000, or $.98 per common share, related to
a rental apartment project. During the second quarter, management decided
to dispose of this rental project and, therefore, reduced its carrying
amount to its fair value less cost to sell.
5. These adjustments were based in part on management estimates and
assumptions that affected the reported valuation of the assets and the
amount of revenues and expenses. Actual future results could differ from
these estimates.
-5-
<PAGE> 7
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Backlog of contracts for sales of houses and condominiums
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
---------------------------- ----------------------------
Units Amounts Units Amounts
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Single-family homes 171 $29,865,404 152 $27,683,438
Multi-family 147 20,165,998 91 12,730,745
----------- ----------- ----------- -----------
Total 318 $50,031,402 243 $40,414,183
=========== =========== =========== ===========
</TABLE>
7. Senior notes
On January 13, 1993, the Company issued its 12 1/2% Senior Notes
("Notes"), due January 15, 2003. The Notes have a face value of
$70,000,000 and were issued at a discount of $1,930,600. The Notes are
senior unsecured obligations of the Company subject to redemption at the
Company's option on or after January 15, 1998 at 105% of the principal
amount and thereafter at prices declining annually to 100% of the
principal amount on or after January 15, 2001.
The indenture under which the Notes were issued requires sinking fund
payments of $17,500,000 on January 15, 2001 and January 15, 2002. The
indenture contains provisions restricting the amount and type of
indebtedness the Company may incur, the purchase by the Company of its
stock and the payment of cash dividends. At June 30, 1998, dividend
payments are restricted and will be restricted until the Company posts
cumulative net income in excess of $62,200,000.
During the six months ended June 30, 1998, the Company repurchased
$5,050,000 of Senior Notes to be used as part of the sinking fund and has
accumulated approximately $7,700,000 toward the $17,500,000 payment due
January 15, 2001.
8. Line of credit
A revolving loan agreement (line of credit) with a bank, collateralized
by land, provides up to $10,000,000 of borrowings, at an interest rate of
prime plus 1.5%, of which $9,990,000 is available at June 30, 1998. The
agreement expires June 30, 1999.
The line of credit can be used to finance ongoing development and
construction of residential real estate and short-term capital needs and
only requires monthly interest payments. The agreement has no
compensating balance arrangements and contains typical restrictions and
covenants, the most restrictive of which include that:
a. the Company shall maintain, at all times through the life of the
loan, its consolidated tangible net worth at not less than
$42,000,000, and;
b. the Company's ability to incur additional debt is restricted.
9. Income taxes
At June 30, 1998, the Company has no deferred tax benefit related to its
net operating loss as the Company's ability to realized these benefits is
not "more likely than not" as defined by FASB Statement No. 109
"Accounting for Income Taxes".
-6-
<PAGE> 8
ORIOLE HOMES CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
10. New accounting pronouncements
The Financial Accounting Standards Board has issued Statement of
Financial Standards Nos. 130 ("SFAS 130"), "Reporting Comprehensive
Income", and 131 ("SFAS 131"), "Disclosures about Segments of an
Enterprise and Related Information". SFAS 130 prescribes standards for
reporting comprehensive income and its components. SFAS 131 establishes
guidance as to the required disclosure for reporting segment information.
The Company has adopted these standards, which have no impact on the
Company.
11. Commitments and contingencies
The Company is involved, from time to time, in litigation arising in the
ordinary course of business, none of which is expected to have a material
adverse effect on the Company's consolidated financial position or
results of operations.
The Company is also subject to the normal obligations associated with
entering into contracts for the purchase, development and sale of real
estate in the routine conduct of its business.
-7-
<PAGE> 9
Grant Thornton LLP
Certified Public Accountants
200 East Broward Boulvevard, Suite 2000
Fort Lauderdale, Florida 33301
Board of Directors
Oriole Homes Corp.
We have reviewed the accompanying consolidated balance sheet of Oriole Homes
Corp. and Subsidiaries as of June 30, 1998, and the related consolidated
statements of operations and cash flows for the three-month and six-month
periods then ended. These financial statements are the responsibility of the
company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical review procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
Miami, Florida
August 6, 1998
-8-
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997
The Company's revenues from home sales decreased $12.3 million (48.3%)
to $13.2 million during the second quarter of 1998 as compared to 1997 primarily
as a result of a reduction in the number of homes delivered. Oriole delivered 82
homes in the 1998 second quarter compared to 162 in the same period in 1997. The
average selling price of homes delivered increased about 2.2%, from $157.1 to
$160.5. The number of contracts signed at 144 and the aggregate dollar value of
those contracts at $22.3 million decreased in the 1998 second quarter from 193
and $31.5 million, respectively, in the same period in 1997.
Other operating revenues and Interest, rentals and other income
remained at approximately the same level in the second quarter of 1998 when
compared to the same period in 1997.
Cost of home sales decreased to $11.2 million (50.0%) in 1998 from
$22.4 million in 1997 as a result of a decrease in the number of homes
delivered. As a percentage of home sales, cost of sales decreased to 85.3% from
88.1% in the second quarter of 1997, as the result of the increase in average
selling price previously mentioned and a reduction in direct construction costs
and the inventory valuation adjustment in 1997.
Selling, general and administrative expenses decreased by $1.3 million
but as a percentage of revenues increased to 23.2% from 17.7% of revenues for
the same period in 1997 due to the corresponding reduction of home deliveries,
as previously discussed.
In the prior year quarter ended June 30, 1997 there was a net loss of
$13.8 million ($2.98 per share) primarily due to a non-cash pre-tax charge of
$8.4 million to write-down the value of certain land inventory and $4.5 million
to write-down the cost of a rental apartment project to estimated fair market
value, less cost to sell. This compares to a net loss of $0.5 million ($0.11 per
share) for the current period ended June 30, 1998.
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997
The Company's revenues from home sales decreased $6.7 million (14.9%)
to $38.5 million in the six month period of 1998 as compared to 1997 as a result
of the number of homes delivered. Oriole delivered 233 homes in the 1998 first
quarter compared to 282 in the same period in 1997. The average selling price of
homes delivered in 1998 increased about 3.0%, from $160.4 to $165.2. The number
of contracts signed at 308 and the aggregate dollar value of those contracts at
$48.1 million decreased in the 1998 first six months from 455 and $71.7 million,
respectively, for the same period in 1997.
Other operating revenues and Interest, rentals and other income
increased to $4.4 million in the six month period of 1998 from $4.0 million in
1997 primarily due to an increase in interest earned on available cash.
Cost of home sales decreased to $33.2 million (17.3%) in 1998 from
$40.2 million in 1997 as a result of a decrease in the number of homes
delivered. As a percentage of home sales, cost of sales decreased to 86.4% from
88.9% in the first six months of 1997, as the result of the increase in average
selling price previously mentioned and the reduction in direct construction
costs and the inventory valuation adjustment in 1997.
Selling, general and administrative expenses decreased by $1.4 million
and also decreased to 18.2% of revenues in the first six months of 1998 as
compared to 18.7% in the same period in 1997. This improvement was the result of
the implementation of certain strategic initiatives designed to enhance
operating efficiencies, including a workforce reduction program and
consolidation of facilities.
In the prior year first six months ended June 30, 1997 there was a net
loss of $23.5 million ($5.08 per share) primarily due to a non-cash pre-tax
charge of $17.1 million to write-down the value of
-9-
<PAGE> 11
certain land inventory and of $4.5 million to write-down the cost of a rental
apartment project to estimated fair market value, less cost to sell. This
compares to a net loss of $0.5 million ($0.10 per share) for the comparable
period ended June 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financing needs depend primarily upon sales volume, asset
turnover, land acquisition, construction volume and the market value of
non-residential parcels of land. In the past, the Company has financed its
working capital needs through funds generated by operations, the sale of
investment property held for resale, the periodic issuance of common stock and
long-term borrowings.
During the first six months of 1998, the Company used a portion of
available cash provided by operations to purchase $5.05 million of senior notes
and decrease other liabilities in part by accelerating payment of payables to
its vendors in consideration for discounts ranging from 2.0% to 6.0%. At June
30, 1998, the Company had approximately $21.2 million in cash and cash
equivalents and the availability of substantially all of it's $10.0 million
revolving line of credit.
Oriole also has an outstanding balance of about $12.0 million of a
purchase money mortgage at an interest rate of 7.15%, collateralized by land and
buildings. Of this balance, $0.2 million is due in 1998 and the balance is
payable by 2003.
The Company had no firm commitments for capital expenditures as of the
balance sheet date. The Company believes that current cash resources, cash from
operations and borrowings under its line of credit will be sufficient to meet
anticipated working capital requirements through June 30, 1999.
-10-
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION
On May 21, 1998, the Securities and Exchange Commission (the "SEC") adopted
changes to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the
shareholder proposal rule), and related rules. Pursuant to these rule changes,
the SEC returned to its pre-1992 practice of reviewing on a case-by-case basis
whether shareholder proposals raise significant social policy issues, and
therefore are includable in an issuer's proxy statement, or whether the proposal
may be excluded as "ordinary business."
In addition, the SEC amended Rule 14a-4, which governs a company's use of its
discretionary proxy voting authority with respect to a shareholder proposal that
the shareholder has not sought to include in the proxy statement pursuant to
Rule 14a-8. New Rule 14(c)(1) sets a 45 day advance notice requirement. If a
shareholder fails to notify the company at least 45 days prior to the month and
day of mailing the prior year's proxy statement, then management will be
permitted to use their discretionary voting authority when the proposal is
raised at the company's annual meeting, without any discussion of the matter in
the proxy statement.
In the case of Oriole, the deadline for notice to Oriole for shareholder
proposals that are not sought to be included in the proxy statement with respect
to the 1999 Annual Meeting is March 15, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The June 30, 1998 unaudited Financial Statements included in this form 10-Q have
been reviewed by Grant Thornton LLP in accordance with established professional
standards and procedures for such a review.
Reports on Form 8K
(a) Exhibits
27 Financial Data Schedule
(b) There were no reports on Form 8-K for the three months ended June 30, 1998.
-11-
<PAGE> 13
SIGNATURES
Pursuant to the requirements of Section 13, 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.
ORIOLE HOMES CORP.
------------------
(Registrant)
DATE: 8/6/98 /s/ R.D. Levy
- -------------------------- --------------------------------------
R.D. Levy,
Chairman of the Board,
Chief Executive Officer,
Director
DATE: 8/6/98 /s/ J. Pivinski
- -------------------------- --------------------------------------
J. Pivinski, Vice President - Finance,
Treasurer, Chief Financial Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 21,186,286
<SECURITIES> 0
<RECEIVABLES> 266,104
<ALLOWANCES> 0
<INVENTORY> 87,531,124
<CURRENT-ASSETS> 0
<PP&E> 26,649,923
<DEPRECIATION> 10,546,554
<TOTAL-ASSETS> 138,478,840
<CURRENT-LIABILITIES> 0
<BONDS> 73,647,916
462,553
0
<COMMON> 0
<OTHER-SE> 45,952,085
<TOTAL-LIABILITY-AND-EQUITY> 138,478,840
<SALES> 38,497,335
<TOTAL-REVENUES> 42,938,171
<CGS> 33,246,929
<TOTAL-COSTS> 34,869,436
<OTHER-EXPENSES> 7,817,984
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 733,088
<INCOME-PRETAX> (482,337)
<INCOME-TAX> 0
<INCOME-CONTINUING> (482,337)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (482,337)
<EPS-PRIMARY> (.10)
<EPS-DILUTED> (.10)
</TABLE>
