<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 quarterly period ended April 30, 1996
--------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
- ------
THE SECURITIES ACT OF 1934
For the transition period from to
------- -------
Commission File Number 033-17921
---------
Air & Water Technologies Corporation
__________________________________________________________
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3418759
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Corporation)
U.S. Highway 22 West and Station Road, Branchburg, NJ 08876
------------------------------------------------------------
(Address of Principal Executive Offices)
Telephone: (908) 685-4600
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 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
------ ------
Indicate the number of shares outstanding of each of the
issuer's classes of common stock as of April 30, 1996.
Class A
$.001 Par Value Common Stock 32,018,004 .
- ---------------------------- ----------
(Title of Class) (Number of Shares Outstanding)
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
AIR & WATER TECHNOLOGIES CORPORATION
------------------------------------
CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 1996 AND OCTOBER 31, 1995
---------------------------------------------------------------------
(in thousands, except share data)
--------------------------------
<TABLE>
<CAPTION>
ASSETS 1996 1995
------ ---- ----
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 10,919 $ 11,168
Accounts receivable, net 96,641 102,360
Costs and estimated earnings in excess of
billings on uncompleted contracts 42,048 44,730
Inventories 13,228 13,047
Prepaid expenses and other current assets 9,288 11,835
------- -------
Total current assets 172,124 183,140
PROPERTY, PLANT AND EQUIPMENT, net 37,578 37,498
INVESTMENTS IN ENVIRONMENTAL TREATMENT FACILITIES 22,318 22,545
GOODWILL 272,434 276,549
OTHER ASSETS 28,827 28,185
------- -------
Total assets $533,281 $547,917
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current installments of long-term debt $ 367 $ 366
Accounts payable 60,466 65,425
Accrued expenses 87,236 101,278
Billings in excess of costs and estimated
earnings on uncompleted contracts 27,801 25,862
Income taxes payable 2,625 2,777
------- -------
Total current liabilities 178,495 195,708
------- -------
LONG-TERM DEBT 297,987 289,120
------- -------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01, authorized
2,500,000 shares; issued 1,200,000 shares;
liquidation value $60,000 12 12
Common stock, par value $.001, authorized
100,000,000 shares; issued 32,107,906 shares 32 32
Additional paid-in capital 427,028 427,028
Accumulated deficit (369,765) (363,865)
Common stock in treasury, at cost (108) (108)
Cumulative currency translation adjustment (400) (10)
------- -------
Total stockholders' equity 56,799 63,089
------- -------
Total liabilities and stockholders' equity $533,281 $547,917
======= =======
The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>
AIR & WATER TECHNOLOGIES CORPORATION
------------------------------------
CONSOLIDATED STATEMENTS OF OPERATIONS
-------------------------------------
FOR THE THREE AND SIX MONTH PERIODS ENDED APRIL 30, 1996 AND 1995
-----------------------------------------------------------------
(in thousands, except share data)
-------------------------------
(unaudited)
---------
<TABLE>
<CAPTION>
Three Months Six Months
Ended April 30 Ended April 30
-------------- --------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $167,491 $155,832 $326,697 $304,283
COST OF SALES 128,220 115,015 250,571 227,254
------- ------- ------- -------
Gross margin 39,271 40,817 76,126 77,029
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 29,337 32,962 58,400 65,970
DEPRECIATION AND AMORTIZATION 5,147 4,449 10,076 8,778
------- ------- ------- -------
Operating income 4,787 3,406 7,650 2,281
INTEREST EXPENSE (5,618) (6,325) (11,232) (12,047)
INTEREST INCOME 334 211 594 332
OTHER EXPENSE, NET (482) (524) (613) (882)
------- ------- ------- -------
Loss before income taxes
and minority interest (979) (3,232) (3,601) (10,316)
INCOME TAXES 326 267 649 560
MINORITY INTEREST - 82 - 98
------- ------- ------- -------
NET LOSS $(1,305) $(3,581) $(4,250)$(10,974)
======= ======= ======= =======
LOSS PER COMMON SHARE
(AFTER PREFERRED STOCK DIVIDENDS) $ (.07) $ (.14) $ (.18) $ (.39)
======= ======= ======= =======
Weighted average number of shares
outstanding 32,018 32,018 32,018 32,018
======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
AIR & WATER TECHNOLOGIES CORPORATION
------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
FOR THE SIX MONTH PERIODS ENDED APRIL 30, 1996 AND 1995
-------------------------------------------------------
(in thousands)
------------
(unaudited)
---------
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(4,250) $(10,974)
Adjustments to reconcile net loss to net cash
provided by (used for) continuing operations -
Depreciation and amortization 10,076 8,778
Other, net 395 5
------- -------
6,221 (2,191)
Changes in assets and liabilities -
(Increase) decrease in assets -
Accounts receivable, net 4,651 (2,475)
Costs and estimated earnings in excess of
billings on uncompleted contracts 2,704 1,860
Inventories (181) 309
Prepaid expenses and other current assets (371) (308)
Other assets 184 (1,761)
Increase (decrease) in liabilities -
Accounts payable (4,949) 724
Accrued expenses (12,722) (11,565)
Billings in excess of costs and estimated
earnings on uncompleted contracts 3,077 (5,999)
Income taxes payable (160) 118
------- -------
Net cash used for continuing operations (1,546) (21,288)
Net cash provided by discontinued operations 485 1,208
------- -------
Net cash used for operating activities (1,061) (20,080)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of business 2,353 12,338
Capital expenditures (3,739) (3,255)
Investment in environmental treatment facilities 336 488
Other, net (4,290) (2,245)
------- -------
Net cash provided by (used for) investing
activities (5,340) 7,326
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of notes payable and long-term debt (132) (195)
Net borrowings under credit facilities 9,000 35,388
Accounts receivable repurchased - (20,000)
Cash dividends paid (1,650) (1,650)
Other, net (1,066) (1,190)
------- -------
Net cash provided by financing activities 6,152 12,353
------- -------
Net decrease in cash and cash equivalents (249) (401)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 11,168 11,021
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $10,919 $10,620
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $10,902 $11,900
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
AIR & WATER TECHNOLOGIES CORPORATION
------------------------------------
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 1996
-----------------------------------------------------------------
(unaudited)
---------
[CAPTION]
<TABLE>
<C> <S>
(1) Basis of Presentation:
The interim consolidated financial statements and
the following notes should be read in conjunction with the
notes to the consolidated financial statements of Air
& Water Technologies Corporation and its consolidated
subsidiaries (the "Company") as included in its Form 10-K
filed with the Securities and Exchange Commission for the
fiscal year ended October 31, 1995. The interim
information reflects all adjustments, including normal recurring
accruals, which are, in the opinion of management, necessary for a
fair presentation of the results for the interim period.
Results for the interim period are not necessarily
indicative of results to be expected for the full year.
(2) Commitments and Contingencies:
The Company and its subsidiaries are parties to
various legal actions arising in the normal course of their
businesses, some of which involve claims for
substantial sums. The Company believes that the disposition of such
actions, individually or in the aggregate, will not have
a material adverse effect on the consolidated
financial position or results of operations of the Company
taken as a whole.
(3) Reclassifications:
Certain reclassifications have been made to conform the
1995 consolidated financial statements to the 1996
presentation.
<PAGE>
ITEM II.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
The following information should be read in conjunction with the
unaudited interim consolidated financial statements and the notes
thereto included in this Quarterly Report and the audited
financial statements and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained in the
Company's Form 10-K filed with the Securities and Exchange
Commission for the fiscal year ended October 31, 1995.
Results of Operations
- ---------------------
Summarized below is certain financial information relating to the
core segments of the Company (in thousands):
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended April 30 Six Months Ended April 30
--------------------------- -------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales:
PSG (Contract Operations) $ 63,273 $ 39,814 $127,307 $ 81,599
Metcalf & Eddy 50,964 55,588 98,102 106,773
Research - Cottrell 54,326 59,307 102,975 113,379
Other and eliminations (1,072) 1,123 (1,687) 2,532
------- ------- ------- -------
$167,491 $155,832 $326,697 $304,283
======= ======= ======= =======
Cost of Sales:
PSG (Contract Operations) $ 55,336 $ 33,363 $112,012 $ 68,449
Metcalf & Eddy 30,162 34,383 57,962 66,262
Research - Cottrell 43,794 46,855 82,284 91,387
Other and eliminations (1,072) 414 (1,687) 1,156
------- ------- ------- -------
$128,220 $115,015 $250,571 $227,254
======= ======= ======= =======
Selling, General and Administrative Expenses:
PSG (Contract Operations) $ 3,740 $ 2,896 $ 7,218 $ 6,292
Metcalf & Eddy 16,017 17,674 31,629 35,575
Research - Cottrell 7,770 9,787 16,090 18,276
Other and eliminations - 646 - 1,188
Corporate (unallocated) 1,810 1,959 3,463 4,639
------- ------- ------- -------
$ 29,337 $ 32,962 $ 58,400 $ 65,970
======= ======= ======= =======
Depreciation and Amortization:
PSG (Contract Operations) $ 2,079 $ 1,337 $ 4,043 $ 2,622
Metcalf & Eddy 1,511 1,439 2,975 2,775
Research - Cottrell 1,443 1,451 2,832 2,917
Other and eliminations - 88 - 180
Corporate (unallocated) 114 134 226 284
------- ------- ------- -------
$ 5,147 $ 4,449 $ 10,076 $ 8,778
======= ======= ======= =======
Operating Income (Loss):
PSG (Contract Operations) $ 2,118 $ 2,218 $ 4,034 $ 4,236
Metcalf & Eddy 3,274 2,092 5,536 2,161
Research - Cottrell 1,319 1,214 1,769 799
Other and eliminations - (25) - 8
Corporate (unallocated) (1,924) (2,093) (3,689) (4,923)
------- ------- ------- -------
$ 4,787 $ 3,406 $ 7,650 $ 2,281
======= ======= ======= =======
</TABLE>
<PAGE>
Overview and Outlook
- --------------------
As discussed in more detail with the comparison of each
segment's results, the Company's net loss was reduced
from $11.0 million during the six month period ended
April 30, 1995 to $4.3 million during the six month
period ended April 30, 1996. This was accomplished
primarily through overhead reductions within Metcalf &
Eddy, Research-Cottrell and Corporate. Sales have
increased from $304.3 million to $326.7 million
primarily due to increased service revenues associated
with PSG's contract with PRASA. Although sales have
decreased by approximately 10% within Metcalf & Eddy
and Research-Cottrell, those segments have
reported increases in operating income.
At April 30, 1996, the Company's backlog was
approximately $1.1 billion and consisted of PSG ($800
million), Metcalf & Eddy ($230 million) and Research-
Cottrell ($105 million). Although no assurances can be
given, the Company expects a comparable continuing trend
of improved results throughout the remainder of this
year which should lead to slightly positive
consolidated net income for the fiscal year ending
October 31, 1996. These improvements are
expected to be achieved through an anticipated sales
growth of approximately 20% during the second half of the
current fiscal year from sales levels reported during the
six month period ended April 30, 1996. This anticipated
sales growth is primarily contingent upon the level
and timing of obtaining additional contracts in each
segment since the revenues expected to be generated
throughout the remainder of this fiscal year from the
existing April 30, 1996 backlog is approximately $270
million based on each operation's latest projections.
In addition to the expected sales level increases, the
continuing trend of improved results will be contingent
upon cost control, the execution of the expected new
projects and those projects in backlog within the most
recent cost estimates as well as the favorable resolution
of existing claims arising in the ordinary course of
business.
PSG (Contract Operations)
- -------------------------
Operating income was $2.1 million and $4.0 million
during the three and six month periods ended April 30,
1996 and reflects a $.1 million and $.2 million
decrease from the comparable prior periods due to
additional selling, general and administrative expenses
as well as depreciation and amortization related to
growth initiatives. The increase in PSG's sales is a
result of the PRASA contract which has not had a
proportional impact on operating income. PSG
continues to pursue new business opportunities
and currently has several proposals pending or under
negotiation which if obtained, would significantly
increase future sales.
Metcalf & Eddy
- --------------
Operating income increased by $1.2 million and $3.4
million during the three and six month periods ended April
30, 1996. The higher operating income was attributable
primarily to overhead personnel, facilities and insurance
cost reductions during the latter half of the prior
fiscal year which resulted
in a decrease in selling, general and
administrative expenses ($1.6 million and $3.9
million, respectively). Sales decreased by $4.6 million
and $8.7 million during the three and six month periods
ended April 30, 1996 as a result of delays in the
release of certain task orders. In addition,
estimated favorable pricing adjustments partially offset
the impact of the reduced sales volume.
Research-Cottrell
- -----------------
Operating income increased by $.1 million and $1.0
million during the three and six month periods ended April
30, 1996. The increase during the six month period
resulted from the incremental operating income of $.8
million earned in several business units, primarily,
R-C International, Custodis, Ecodyne and Flex-Kleen.
These business units had
higher sales volumes of $10.9 million. In addition,
REECO generated an additional $.3 million and $.9
million of operating income on slightly lower sales
volume due to improved project execution during the
three and six month periods ended April 30, 1996.
Partially offsetting these improved results were lower
operating income generated in APCD and KVB ($.5
million and $1.4 million during the aforementioned
periods) which, combined, had lower sales volume of
$8.7 million and $21.6 million during the
aforementioned periods. KVB's lower volume resulted
from significantly reduced shipments and services as
compared to the prior period due to reduced demand
requirements by utility customers under the 1990
Clean Air Act. KVB continues to make progress in
resolving software issues on systems previously shipped
to certain utilities which have created problems in
collecting receivables due to claims and back-charges; it
has also continued to incur additional software,
warranty and project close-out costs in resolving this
situation. APCD's reduced sales volume and
profitability reflect delays in new order bookings in
both the utility and industrial markets.
<PAGE>
Corporate and Other
- -------------------
The corporate (unallocated) selling, general and
administrative expenses decreased by $.1 million and
$1.2 million during the three and six month periods ended
April 30, 1996 due to cost reduction efforts, including
personnel related costs and professional fees.
Financial Condition
- -------------------
Cash used by operations for the six month period ended
April 30, 1996 amounted to $1.0 million primarily due
to cash outlays for the previously established
unusual charge reserves. The Company also utilized
$7.7 million of cash for capital expenditures,
investments in environmental treatment facilities and
other investment activities during the period. These
cash requirements were funded principally through
proceeds from the prior year sale of its hazardous waste
transfer station operations and borrowings under the
Company's credit facility discussed below. As a result
of the above, net financial debt increased by $9.1
million during the six month period ended April 30, 1996.
The Company has a three-year $130 million Senior
Secured Credit Facility ("Credit Facility") with First
Chicago and Societe Generale acting as co-agents for a
syndicate which includes seven additional banks. It is
primarily designed to finance working capital
requirements and allow for the issuance of letters
of credit, both subject to limitations and secured by a
first security interest in substantially all of the
assets of the Company.
Of the total commitment, borrowings are limited to the
sum of a percentage of certain eligible receivables,
inventories, net property, plant and equipment and costs
and estimated earnings in excess of billings and bear
interest at LIBOR (currently 5.5%), as defined, plus
.725% or at a defined bank rate approximating prime
(currently 8.25%). The Credit Facility also allows
for certain additional borrowings, including, among
other things, project financing and foreign borrowing
facilities, subject to limitations. The Credit Facility
contains certain financial and other restrictive
covenants with respect to the Company,
including, among other things, the maintenance of certain
financial ratios, and restrictions on the incurrence
of additional indebtedness, acquisitions, the sale of
assets, the payment of dividends and the repurchase of
subordinated debt. In addition, the agreement requires
CGE to maintain a minimum 40% ownership interest in the
Company.
Under the Credit Facility at April 30, 1996 the Company
had outstanding borrowings of $52.5 million (capacity of
$69.6 million) and issued and outstanding letters of
credit of $19.1 million (capacity of $60.4 million).
The Company expects its operations to generate
sufficient cash in the near term to fund its
estimated working capital
requirements, capital expenditures and cash outlays for
the reserves established in connection with fiscal year
1994 unusual charges. The Company believes that it
has the ability to manage its cash needs and is currently
continuing its efforts to control its expenses as well as
reducing its working capital requirements.
The businesses of the Company have not historically
required significant ongoing capital expenditures. For the
six months ended April 30, 1996 and the years ended
October 31, 1995 and 1994 total capital expenditures
were $3.7 million, $7.9 million and $5.5 million,
respectively. At April 30, 1996, the Company had no
material outstanding purchase commitments for capital
expenditures.
<PAGE>
Statement Regarding Forward Looking Disclosures
- -----------------------------------------------
Statements contained in this report, including
Management's Discussion and Analysis, are forward looking
statements that involve a number of risks and
uncertainties which may cause the Company's actual
operating results to differ materially from the
projected amounts. Among the factors that could cause
actual results to differ materially are risk factors
listed from time to time in the Company's SEC
reports including:
- the Company's highly competitive marketplace,
- changes in as well as enforcement levels
of federal, state and local environmental
legislation and regulations that change demand for
a significant portion of the Company's services,
- the ability to obtain new contracts from
existing and new clients (some of which
are significant),
- the execution of the expected new projects
and those projects in backlog within the most
recent cost estimates and;
- the favorable resolution of existing
claims arising in the ordinary course of business.
<PAGE>
PART II. OTHER INFORMATION
ITEM I. Legal Proceedings
The Company and its subsidiaries are parties to various legal
actions arising in the normal course of their businesses, some
of which involve claims for substantial sums. The Company
believes that the disposition of such actions, individually or in
the aggregate, will
not have a material adverse effect on the consolidated
financial position or results of operations of the Company taken as
a whole.
ITEM 2-5
There are no reportable items under Part II, items 2 through 5.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit 11. Computation of per share earnings.
Exhibit 27. Financial Data Supplement
(b) On March 11, 1996, the Company filed a report on Form 8-K
reporting Arthur Andersen LLP was replaced as the Company's
independent accountants effective March 13, 1996 and that McGladrey &
Pullen, LLP was appointed to audit the financial statements of the
Company for the fiscal year ending October 31, 1996. On April 4,
1996, the Company filed a report on Form 8-K reporting, with regret,
the unexpected death of Claudio Elia, its Chairman and Chief Executive
Officer and the interim appointments of two key executives of
Compagnie Generale des Eaux to serve as the Company's Chairman of the
Board and Chief Executive Officer.
<PAGE>
SIGNATURE
---------
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.
AIR & WATER TECHNOLOGIES CORPORATION
------------------------------------
(registrant)
Date June 5, 1996 /s/ Alain Brunais
------------ -----------------
Alain Brunais
Chief Financial Officer
EXHIBIT 11
AIR & WATER TECHNOLOGIES CORPORATION
COMPUTATION OF PER SHARE EARNINGS
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
1996 1995 1996 1995
---- ---- ---- ----
<C> <S> <C> <C> <C> <C>
Primary Earnings (Loss) Per Share:
1. Net loss $(1,305) $(3,581) $(4,250) $(10,974)
2. Less preferred dividends (825) (825) (1,650) (1,650)
------- ------- ------- -------
3. Net loss applicable to common
shareholders (2,130) (4,406) (5,900) (12,624)
------- ------- ------- -------
4. Weighted average shares
outstanding 32,018 32,018 32,018 32,018
------- ------- ------- ------
5. Net loss per share $ (.07) $ (.14) $ (.18) $ (.39)
======= ======= ====== ======
Fully Diluted Earnings (Loss) Per Share:
6. Line 3. above $ (2,130) $(4,406) $(5,900) $(12,624)
7. Add back preferred dividends 825 825 1,650 1,650
8. Add back interest, on assumed
conversion of the Company's
8% Convertible Debentures 2,300 2,300 4,600 4,600
------- ------ ------ ------
9. Net income (loss) $ 995 $(1,281) 350 (6,374)
-------- ------ ------ ------
10. Weighted average shares
outstanding (Line 4) 32,018 32,018 32,018 32,018
11. Add additional shares issuable
upon assumed conversion of
preferred shares 4,800 4,800 4,800 4,800
12. Add additional shares issuable
upon assumed conversion of the
Company's 8% Convertible
Debentures 3,833 3,833 3,833 3,833
------- ------- ------ ------
13. Adjusted weighted average shares
outstanding 40,651 40,651 40,651 40,651
------- ------- ------- -------
14. Net income (loss) per share
(9/13)* $ .02 $ (.03) $ .01 $ (.16)
======= ======= ====== =======
</TABLE>
* Fully diluted earnings (loss) per share are not presented as the
assumed conversion of the Company's 8% Convertible Debentures is
anti-dilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1996
<PERIOD-END> APR-30-1996
<CASH> 10,919
<SECURITIES> 0
<RECEIVABLES> 102,691
<ALLOWANCES> 6,050
<INVENTORY> 13,228
<CURRENT-ASSETS> 172,124
<PP&E> 74,903
<DEPRECIATION> 37,325
<TOTAL-ASSETS> 533,281
<CURRENT-LIABILITIES> 178,495
<BONDS> 297,987
0
12
<COMMON> 32
<OTHER-SE> 57,263
<TOTAL-LIABILITY-AND-EQUITY> 533,281
<SALES> 326,697
<TOTAL-REVENUES> 326,697
<CGS> 250,571
<TOTAL-COSTS> 250,571
<OTHER-EXPENSES> 10,076
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,638
<INCOME-PRETAX> (3,601)
<INCOME-TAX> 649
<INCOME-CONTINUING> (4,250)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,250)
<EPS-PRIMARY> (.18)
<EPS-DILUTED> .01
</TABLE>
