<PAGE> 1
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 May 31, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----
SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-15925
CAPITAL PACIFIC HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-2956559
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
4100 MacArthur Blvd., Suite 200, Newport Beach, CA 92660
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(714) 622-8400
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) 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 XX No
---- ----
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class and Title of Shares Outstanding as of
Capital Stock July 15, 1997
Common Stock, $.10 Par Value 14,995,000
<PAGE> 2
CAPITAL PACIFIC HOLDINGS, INC.
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Part I - Financial Information:
Item 1 - Financial Statements
Consolidated Balance Sheets -
May 31, 1996 and May 31, 1997 1
Consolidated Statements of Operations for the
Three Months Ended May 31, 1997 and 1996 2
Consolidated Statements of Cash Flows for the
Three Months Ended May 31, 1997 and 1996 3
Notes to Consolidated Financial Statements 4-8
Item 2 - Management's Discussion and Analysis of
Results of Operations and Financial
Condition 9-12
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8K 13
</TABLE>
<TABLE>
<CAPTION>
(a) Exhibit Number Description Method of Filing
-------------- ------------------------------------- ----------------
<C> <S> <C>
27 Financial Data Schedule Filed with this
document
</TABLE>
(b) Reports on Form 8-K
None Filed
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
<TABLE>
<CAPTION>
ASSETS
May 31 February 28,
1997 1997
(Unaudited)
------------ ----------
<S> <C> <C>
Cash and cash equivalents $7,521 $11,434
Restricted cash 1,359 1,417
Accounts and notes receivable 5,876 4,801
Residential inventories 229,089 233,562
Plant, property and equipment 8,520 7,746
Prepaid expenses and other assets 11,727 12,958
------------ ----------
$264,092 $271,918
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities $22,496 $31,216
Notes payable 73,305 73,474
Bonds payable 100,000 100,000
------------ ----------
Total liabilities 195,801 204,690
------------ ----------
Minority Interest 360 360
Stockholders' equity (deficit):
Common stock, par value $.10 per share, 30,000,000 shares
authorized; 14,995,000 issued and outstanding 1,500 1,500
Additional paid-in capital 211,888 211,888
Accumulated deficit (145,457) (146,520)
------------ ----------
Total stockholders' equity 67,931 66,868
------------ ----------
$264,092 $271,918
============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
1
<PAGE> 4
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months
ended May 31,
----------------------
1997 1996
---------- ---------
<S> <C> <C>
Revenue:
Sales of homes $34,065 $44,732
Sales of land and lots 0 700
Interest and other income 1,745 468
---------- ---------
35,810 45,900
---------- ---------
Costs and expenses:
Cost of homes 26,589 36,846
Cost of land and lots 0 561
Selling, general and administrative 7,978 7,872
Minority Interest 0 114
---------- ---------
34,567 45,393
---------- ---------
Income (loss) before income taxes 1,243 507
Provision (benefit) for income taxes 180 180
---------- ---------
NET INCOME/(LOSS) $1,063 $327
========== =========
Net income/(loss) per common share: $0.07 $0.02
========== =========
Weighted average number of common shares 14,995 14,995
========== =========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 5
CAPITAL PACIFIC HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended
May 31,
--------------------------
1997 1996
-------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $1,063 $327
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Change in restricted cash 58 (70)
Depreciation and amortization 409 413
(Increase) decrease in residential inventories 4,473 (6,761)
(Increase) decrease in receivables, prepaid
expenses and other assets 105 (1,086)
Decrease in accounts payable and
accrued liabilities (8,720) (8,870)
-------- ---------
NET CASH FROM (USED IN) OPERATING ACTIVITIES (2,612) (16,047)
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of plant, property and equipment, net (994) (636)
Decrease (increase) in investment in partnerships (138) 1,459
-------- ---------
NET CASH FROM (USED IN) INVESTING ACTIVITIES (1,132) 823
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
(Decrease) in minority interest in joint ventures 0 (1,599)
Borrowings from (payments to) notes payable, net (169) 18,196
-------- ---------
NET CASH FROM (USED IN) FINANCING ACTIVITIES (169) 16,597
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,913) 1,373
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,434 13,850
-------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $7,521 $15,223
======== =========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 6
CAPITAL PACIFIC HOLDINGS, INC., AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. The unaudited financial statements presented herein have been prepared in
accordance with the instructions to Form 10-Q and do not include all of the
information and note disclosures required by generally accepted accounting
principles. These statements should be read in conjunction with the financial
statements, and notes thereto, included in the Form 10-K/A for the fiscal year
ended February 28, 1997 of Capital Pacific Holdings, Inc. (the "Company"). In
the opinion of management, the financial statements presented herein include all
adjustments (which are solely of a normal recurring nature) necessary to present
fairly the Company's financial position and results of operations. The results
of operations for the three month period ended May 31, 1997, are not necessarily
indicative of the results that may be expected for the year ending February 28,
1998.
2. Notes payable:
Notes payable at May 31, 1997 and February 28, 1997, are summarized as
follows (in thousands):
<TABLE>
<CAPTION>
May 31, February 28,
1997 1997
------------------------
<S> <C> <C>
Promissory notes collateralized by
deeds of trust, including
interest varying from 9.5 percent to
prime plus 1.0 percent $ 3,649 $ 3,680
Notes payable to banks, including interest varying from prime plus one percent
to prime plus two percent, maturing between May 31, 1997 & March 31, 1999
secured by certain real estate
inventories on a non-recourse basis 42,985 35,656
Notes payable to banks, including interest at prime plus one percent with terms
of the commitment reducing commencing March 31, 1998, secured by certain real
estate inventories on a recourse basis 25,521 32,233
Contingent promissory note payable to previous owner of Clark Wilson secured by
Stock Pledge Agreement on a non-recourse basis, under which the amounts due,
including interest at 8 percent, are fully dependent on the performance of the
entity acquired
1,150 1,905
------- -------
$73,305 $73,474
======= =======
</TABLE>
4
<PAGE> 7
3. Supplemental Guarantor Information
In connection with the offering in fiscal 1995 of the Senior Unsecured
Notes (the "Offering"), the Company and certain of its wholly-owned subsidiaries
(Guarantors) jointly, severally, fully and unconditionally guaranteed such
notes. Supplemental condensed combined financial information of the Company,
Guarantors and non-guarantors is presented as follows. As discussed in Note 3 in
Notes To Supplemental Guarantor Information, these financial statements are
prepared using the equity method of accounting for the Company's and the
Guarantors' investments in subsidiaries and partnerships. This supplemental
financial information should be read in conjunction with the Consolidated
Financial Statements.
As Of And For The Three Months Ended May 31, 1997
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Capital Pacific Non- Total
Holdings, Inc. Guarantors (1) Guarantors (2) Eliminations (4) Consolidated
<S> <C> <C> <C> <C> <C>
BALANCE SHEET
Cash $4,956 $1,404 $1,161 $0 $7,521
Inventories 142,072 45,890 45,026 (3,898) 229,090
Investment in Partnerships
and subsidiaries (3) 34,884 1,048 0 (34,680) 1,252
Intercompany advances 24,313 (10,828) (13,103) 0 382
Other 15,486 4,102 6,259 0 25,847
-------- ------- ------- -------- --------
Total Assets $221,711 $41,616 $39,343 ($38,578) $264,092
======== ======= ======= ======== ========
Accounts payable and
accrued liabilities $13,003 $4,127 $5,208 $159 $22,497
Intercompany advances 0 0 0 0 0
Notes payable 141,031 19,387 12,887 173,305
Minority interest 0 0 0 360 360
Shareholders' equity 67,677 18,102 21,248 (39,097) 67,930
-------- ------- ------- -------- --------
Total Liabilities & Equity $221,711 $41,616 $39,343 ($38,578) $264,092
======== ======= ======= ======== ========
STATEMENT OF OPERATIONS
Revenues:
Sales of homes and land $18,055 $5,791 $10,219 $0 $34,065
Interest and other income, net 317 264 1,174 1,755
Equity in income of
partnerships and
subsidiaries (3) (10) 0 0 0 (10)
-------- ------- ------- -------- --------
Total Revenues 18,362 6,055 11,393 0 35,810
-------- ------- ------- -------- --------
Cost of homes and land 12,963 5,083 8,543 26,589
Selling, general and
administrative 3,547 1,168 3,104 159 7,978
Minority interest 0 0 0 0 0
-------- ------- ------- -------- --------
Income (loss) before
provision (benefit) for
income taxes 1,852 (196) (254) (159) 1,243
Provision (benefit) for
income taxes 180 0 0 180
-------- ------- ------- -------- --------
NET INCOME (LOSS) $ 1,672 $ (196) $ (254) $(159) $ 1,063
======== ======= ======= ======== ========
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
Capital Pacific Non- Total
Holdings, Inc. Guarantors (1) Guarantors (2) Eliminations (4) Consolidated
<S> <C> <C> <C> <C> <C>
STATEMENT OF CASH FLOWS
Net cash from (used in)
operating activities $ 23,449 $(12,105) $(6,956) $(7,000) $(2,612)
Net cash from (used in)
investment activities (8,088) (24) (20) 7,000 (1,132)
Net cash from (used in)
financing activities (18,164) 12,378 5,617 0 (169)
-------- -------- ------- ------- -------
Net increase (decrease)
in cash (2,803) 249 (1,359) 0 (3,913)
Cash - beginning of
period 7,759 1,155 2,520 0 11,434
-------- -------- ------- ------- -------
Cash - end of period $ 4,956 $ 1,404 $ 1,161 $ 0 $ 7,521
======== ======== ======= ======= =======
</TABLE>
6
<PAGE> 9
NOTES TO SUPPLEMENTAL GUARANTOR INFORMATION
(1) Guarantors are Durable Homes, Inc., J.M. Peters Nevada, Inc.,
and Peters Ranchland Company, Inc., all wholly-owned
subsidiaries of Capital Pacific Holdings, Inc.
(2) The non-guarantors are:
(a) The limited partnerships in which Peters Ranchland
Company, Inc., is general partner:
- Ranchland Alicante Development, L.P.
- Ranchland Montilla Development, L.P.
- Ranchland Fairway Estates Development, L.P.
- Ranchland Portola Development, L.P.
- Grand Coto Estates, L.P.
- M.P.E. Partners, L.P.
(b) The limited partnerships in which Capital Pacific
Holdings, Inc. is a general partner:
- J.M.P. Harbor View, L.P.
- J.M.P. Canyon Estates, L.P.
(c) The limited partnership in which J.M. Peters Nevada,Inc.
and Durable Homes, Inc. are general partners:
- Taos Estates, L.P.
(d) The limited liability company in which Capital Pacific
Holdings, Inc. is a member:
- R.P.V. Associates L.L.C.
(e) The wholly-owned subsidiaries of Capital Pacific
Holdings, Inc.:
- Newport Design Center, Inc.
- Capital Pacific Communities, Inc.
- Capital Pacific Homes, Inc.
- J.M. Peters Arizona, Inc. (expected to become a
guarantor in fiscal year 1998)
- J.M. Peters Homes of Arizona, Inc.(expected to become
a guarantor in fiscal year 1998)
- Capital Pacific Mortgage, Inc. (expected to become a
guarantor in fiscal year 1998)
- Clark Wilson Homes, Inc. (expected to become a
guarantor in fiscal year 1998)
- Fairway Financial Corporation
- Parkland Estates, Inc. (expected to become
a guarantor in fiscal year 1998)
- J.M. Peters California, Inc. (expected to become a
guarantor in fiscal year 1998)
7
<PAGE> 10
NOTES TO SUPPLEMENTAL GUARANTOR INFORMATION
(Continued)
(f) The fifty percent owned entity of Capital Pacific
Holdings, Inc.:
- Bay Hill Escrow, Inc.
(3) Investments in partnerships and subsidiaries are accounted for by
the Company and the Guarantors on the equity method for purposes of
the supplemental combining presentation.
(4) The elimination entries eliminate investments in subsidiaries,
partnerships and intercompany balances.
8
<PAGE> 11
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.
OVERVIEW
The Company experienced a successful first quarter of operations. Pre-tax net
income for the quarter exceeded $1.2 million, an increase of 145% over the
corresponding period last year. Housing sales revenues decreased 23.8% and
closings decreased 38.1% compared to the corresponding quarter of the previous
year, reflecting in part the Company's efforts to increase average sales prices
and to improve profit margins. The decrease in closings and the resultant
decrease in sales revenue was primarily due to constraints in both the existing
bank lines and the bond indenture, limiting borrowing capacity thus,
construction starts and therefore sales releases in the third and fourth quarter
of fiscal 1997. Despite the lower volume, the Company's gross profit margin on
home and lot closings increased to 22.0% during the first quarter of fiscal 1998
as compared to 17.6% during the first quarter of fiscal 1997. The increase in
pre-tax income is the consequence of improvements in existing operations and is
not the results of newly acquired operations. While the prior result should not
be used to predict future performance, this quarter represents a continuation of
a trend of improved performance from ongoing operations. The Company changed the
names under which it operates in both Nevada & Arizona to Capital Pacific Homes.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements in the financial discussion and analysis by management
contain "forward-looking" information (as defined in the Private Securities
Litigation Reform Act of 1995) that involves risk and uncertainty, including
projections and assumption regarding the business environment in which the
Company operates. Actual future results and trends may differ materially
depending on a variety of factors, including the Company's successful execution
of internal performance strategies; changes in general national and regional
economic conditions, such as levels of employment, consumer confidence and
income, availability to homebuilders of financing for acquisitions, development
and construction, availability of financing to homebuyers for permanent
mortgages, interest rate levels and the demand for housing; supply levels of
labor and materials; difficulties in obtaining permits or approvals from
governmental authorities; difficulties in marketing homes; regulatory and
weather and other environmental uncertainties; competitive influences; and the
outcome of pending and future legal claims and proceedings.
9
<PAGE> 12
RESULTS OF OPERATIONS
FIRST QUARTER OF FISCAL 1998 COMPARED WITH THE FIRST QUARTER OF FISCAL 1997:
The Company increased net income by $736 thousand to $1.06 million for the first
quarter of fiscal 1998 compared to net income of $327 thousand for the first
quarter of fiscal 1997, an increase of over 225%. The increase is a result of
improved profit margins and an increase in the average selling price of homes
closed.
Revenues from housing sales for the first quarter of fiscal 1998 decreased 23.8%
from the corresponding period of fiscal 1997 to $34.1 million from $44.7
million. The decrease in closings and the resultant decrease in sales revenue
was primarily due to constraints in both the existing bank lines and the bond
indenture, limiting borrowing capacity thus, construction starts and therefore
sales releases in the third and fourth quarter of fiscal 1997. Home closings for
the first quarter of fiscal 1998 decreased 38.5% to 155 from 252 homes during
the first quarter of fiscal 1997. These amounts include closings of 1 home in
unconsolidated joint venture operations during the first quarter of fiscal 1998
compared to 11 homes during the first quarter of fiscal 1997. However, the
Company's average sales price per unit increased to $222 thousand for the first
quarter of fiscal 1998 from $177 thousand for the first quarter of fiscal 1997,
a 25.4% increase.
The Company's decreased cost of home sales for the three months ended May 31,
1997 to $26.6 million from $36.8 million for the three months ended May 31,
1996. This resulted from the decrease in closings.
The selling, general and administrative expense of $8.0 million for the first
quarter of fiscal 1998 increased slightly, as compared to the first quarter of
fiscal 1997. As a percentage of housing revenue, selling, general and
administrative expenses increased to 23.6% in the first quarter of fiscal 1998
compared to 17.6% for the corresponding quarter of fiscal 1997. This change is
due to the lower unit volume.
Minority interest expense was close to zero for the first quarter of fiscal 1998
compared to an expense of $114 thousand for the first quarter of fiscal 1997.
The change is due primarily to progress in completing consolidated joint venture
projects.
The Company's net orders (homes contracted for sale, less cancellations)
decreased by 36.7% to 238 in the first quarter of fiscal 1998 compared to 376
for the corresponding quarter of fiscal 1997. The total value of the Company's
backlog (homes under contract but not closed) decreased by 5.4% to $113.5
million at May 31, 1997 from $120 million at May 31, 1996. The number of homes
in backlog decreased to 449 homes at May 31, 1997 from 564 homes at May 31,
1996. Although the unit count in the Company's net orders decreased by 36.7%,
the actual backlog value in terms of dollars only decreased slightly by 5.4%.
The decreases in net orders and backlog result from the Company's efforts to
stabilize the number of homes under construction. These efforts have had the
effect of reducing the number of homes released for sale during the first
quarter of fiscal 1998.
10
<PAGE> 13
The Company's unit/lot closings and revenues for the first fiscal quarter of
1998 are segregated by region as follows:
<TABLE>
<CAPTION>
Unit/lot Closings Revenues
<S> <C> <C>
California 48 $ 18.4 million
Texas 50 8.4 million
Nevada 39 5.8 million
Arizona 18 1.8 million
--- -------------
155 $ 34.4 million
</TABLE>
The unit/lot and revenue figures for California include 1 home and $298 thousand
in revenues on projects in unconsolidated joint ventures.
FINANCIAL CONDITION
As of May 31, 1997, the Company has in place three separate facilities totalling
$90 million (the "Facilities") with its principal bank lender (the "Bank").
A commitment fee is payable annually on the Facilities. Availability of funds
under the Facilities is subject to, among other things, the Indenture governing
the Company's bond obligations, specific loan-to-value factors, appraisal
reports and satisfactory underwriting by the bank on a project basis. At May 31,
1997, the Company had aggregate borrowings outstanding of $39.8 million under
the Facilities.
The Facilities are secured by liens on various completed or under construction
homes and lots held by the Company. Pursuant to the Facilities, the Company is
subject to certain covenants, which require, among other things, the maintenance
of a consolidated liabilities to net worth ratio, minimum liquidity, minimum net
worth and loss limitations, all as defined in the documents that evidence the
Facilities. At May 31, 1997, the Company was in compliance with these covenants.
The Facilities also define certain events that constitute events of default. As
of May 31, 1997, no such event had occurred.
Clark Wilson, Durable and the Company's Arizona division (the latter two, now
doing business as Capital Pacific Homes) also have secured non-recourse lines of
credit to facilitate construction activity. Clark Wilson has several
non-recourse lines of credit for a total of $37.5 million with maturity dates
from May 31, 1997 to July 19, 1998. During the first quarter of fiscal year
1998, Durable secured a $30.0 million non-recourse line of credit to replace its
existing $15.0 million non-recourse line and the Company's Arizona operations
secured a $10.0 million non-recourse line of credit.
11
<PAGE> 14
Construction activity is being financed out of Company cash, bank financing and
the existing joint ventures, including joint ventures with investment advisors
to the State of California Public Employees Retirement System ("CalPERS"). The
Company anticipates that it will continue to utilize both bank financing and
joint ventures to cover liquidity needs in excess of Company cash.
The Company expects that cash flow generated from operations and from additional
financing permitted by the terms of the Indenture will be sufficient to cover
the debt service on the Offering, the Facilities and the Company's other bank
lines and to fund the Company's current development and construction activities
for the reasonably foreseeable future.
BALANCE SHEET ITEMS
Cash and cash equivalents decreased to $7.5 million at May 31, 1997 from $11.4
million at February 28, 1997 primarily due to a reduction in total liabilities.
The Company anticipates that the level of cash and financing available is
sufficient to meet its needs in the near term.
Residential inventories slightly decreased from $233.6 million at February 28,
1997 to $229.1 million at May 31, 1997. The slight decrease is due to a lesser
number of residential homes under construction.
12
<PAGE> 15
Part II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8K
(a) Exhibits
Exhibit Number
27 Financial Data Schedule
(b) Reports on Form 8-K
None Filed
13
<PAGE> 16
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.
CAPITAL PACIFIC HOLDINGS, INC.
Date: July 15, 1997 BY: /s/ DALE DOWERS
---------------------------
Dale Dowers, President and
Chief Executive Officer
Date: July 15, 1997 BY: /s/ MARQUIS L. CUMMINGS
----------------------
Marquis L. Cummings, Vice
President, Finance and Chief
Financial Officer
(Principal Financial Officer)
14
<PAGE> 17
<TABLE>
<CAPTION>
(a) Exhibit
Number Description Method of Filing
------ ---------------------- ----------------
<S> <C> <C>
27 Financial Data Schedule Filed with this
document
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> MAY-31-1997
<CASH> 7,521
<SECURITIES> 0
<RECEIVABLES> 5,876
<ALLOWANCES> 0
<INVENTORY> 229,089
<CURRENT-ASSETS> 14,756
<PP&E> 12,539
<DEPRECIATION> 4,019
<TOTAL-ASSETS> 264,092
<CURRENT-LIABILITIES> 22,496
<BONDS> 100,000
0
0
<COMMON> 1,500
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 264,092
<SALES> 34,065
<TOTAL-REVENUES> 35,810
<CGS> 26,589
<TOTAL-COSTS> 34,567
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,243
<INCOME-TAX> 180
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,063
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
