<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
For quarter ended July 31, 1997
-------------
Commission file number 0-17517
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Sea Pines Associates, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0845789
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
32 Greenwood Drive
Hilton Head Island, South Carolina 29928
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(Address of principal executive offices) (Zip Code)
(803) 785-3333
--------------
(Registrant's telephone number, including area code)
No Change
---------
(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 (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
----- -----
The number of shares outstanding of the registrant's common stock as of July 31,
1997 was 1,842,525.
<PAGE> 2
INDEX TO FORM 10-Q
FOR SEA PINES ASSOCIATES, INC.
Page
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PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as
of July 31, 1997 and October 31, 1996 3 - 4
Condensed Consolidated Statements of Operations for
the Nine Months Ended July 31, 1997 and 1996 5
Condensed Consolidated Statements of Cash Flows
for the Nine Months ended July 31, 1997 and 1996 6
Notes to Condensed Consolidated Financial Statements 7 - 8
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 12
Item 2 - Changes in Securities 12
Item 3 - Defaults Upon Senior Securities 12
Item 4 - Submission of Matters To A Vote of
Security Holders 12
Item 5 - Other Information 12
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
<PAGE> 3
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1997 1996
ASSETS (UNAUDITED) (NOTE)
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
CASH AND CASH EQUIVALENTS:
UNRESTRICTED $ 260 $ 232
RESTRICTED 2,146 1,196
------- -------
2,406 1,428
ACCOUNTS AND NOTES RECEIVABLE, NET OF ALLOWANCE FOR
DOUBTFUL ACCOUNTS OF $94 AND $27 AT JULY 31, 1997
AND OCTOBER 31, 1996, RESPECTIVELY 392 1,029
CURRENT PORTION OF NOTES RECEIVABLE 589 344
INVENTORIES (NOTE 2) 652 733
PREPAID EXPENSES 364 293
------- -------
TOTAL CURRENT ASSETS 4,403 3,827
------- -------
NOTES RECEIVABLE OTHER 1,673 1,617
NOTES RECEIVABLE AND ACCRUED INTEREST FROM
TIDEPOINTE PARTNERS 1,816 1,694
INVESTMENT IN TIDEPOINTE PARTNERS 570 809
DEFERRED LOAN FEES, NET 24 49
OTHER ASSETS, NET 90 91
REAL ESTATE BROKERAGE INTANGIBLES, NET OF ACCUMULATED
AMORTIZATION OF $1,277 AND $1,179 AT JULY 31, 1997
AND OCTOBER 31, 1996, RESPECTIVELY 33 131
REAL ESTATE ASSETS
CONSTRUCTION IN PROGRESS 824 8,113
OPERATING PROPERTIES, NET 22,987 22,879
PROPERTIES HELD FOR FUTURE DEVELOPMENT 7,047 7,047
------- -------
30,858 38,039
------- -------
TOTAL ASSETS $39,467 $46,257
======= =======
</TABLE>
NOTE: THE CONDENSED CONSOLIDATED BALANCE SHEET AT OCTOBER 31, 1996 HAS BEEN
DERIVED FROM THE AUDITED FINANCIAL STATEMENTS AT THAT DATE BUT DOES NOT
INCLUDE ALL OF THE INFORMATION AND FOOTNOTES REQUIRED BY GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES FOR COMPLETE FINANCIAL STATEMENTS.
SEE ACCOMPANYING NOTES.
-3-
<PAGE> 4
SEA PINES ASSOCIATES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JULY 31, OCTOBER 31,
1997 1996
LIABILITIES AND SHAREHOLDERS' EQUITY (UNAUDITED) (NOTE)
----------- -----------
CURRENT LIABILITIES:
<S> <C> <C>
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 2,593 $ 2,037
ADVANCE DEPOSITS 1,627 1,223
LINE OF CREDIT WITH BANK -- 775
INCOME TAXES PAYABLE -- 142
CURRENT PORTION OF DEFERRED REVENUE 564 371
CURRENT MATURITIES OF LONG-TERM DEBT 830 783
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TOTAL CURRENT LIABILITIES 5,614 5,331
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LONG-TERM DEBT 18,102 18,719
DUE TO TIDEPOINTE PARTNERS -- 7,073
OTHER DEFERRED REVENUE 527 214
DEFERRED INCOME TAXES 817 412
------- -------
TOTAL LIABILITIES 25,060 31,749
------- -------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
SERIES A CUMULATIVE PREFERRED STOCK, NO PAR VALUE,
2,000,000 SHARES AUTHORIZED; 1,228,350 SHARES
ISSUED AND OUTSTANDING (LIQUIDATION PREFERENCE $9,335,460) 7,218 7,218
SERIES B JUNIOR CUMULATIVE PREFERRED STOCK, NO PAR
VALUE, 3,000 SHARES AUTHORIZED; NONE ISSUED
OR OUTSTANDING -- --
COMMON STOCK, 23,000,000 SHARES AUTHORIZED;
1,842,525 SHARES ISSUED AND OUTSTANDING 2,166 2,166
RETAINED EARNINGS 5,023 5,124
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TOTAL SHAREHOLDERS' EQUITY 14,407 14,508
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $39,467 $46,257
======= =======
</TABLE>
NOTE: THE CONDENSED CONSOLIDATED BALANCE SHEET AT OCTOBER 31, 1996 HAS BEEN
DERIVED FROM THE AUDITED FINANCIAL STATEMENTS AT THAT DATE BUT DOES NOT
INCLUDE ALL OF THE INFORMATION AND FOOTNOTES REQUIRED BY GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES FOR COMPLETE FINANCIAL STATEMENTS.
SEE ACCOMPANYING NOTES.
-4-
<PAGE> 5
SEA PINES ASSOCIATES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
QUARTER ENDED NINE MONTHS ENDED
JULY 31, JULY 31,
1997 1996 1997 1996
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES, OTHER THAN HEALTH CARE $ 10,816 $ 10,491 $ 26,165 $ 26,675
COSTS AND EXPENSES: OTHER THAN HEALTH CARE
COST OF REVENUES 7,535 7,074 18,284 19,031
SALES AND MARKETING EXPENSES 464 399 1,586 1,372
GENERAL AND ADMINISTRATIVE EXPENSES 885 974 2,649 2,888
DEPRECIATION AND AMORTIZATION 388 382 1,131 1,350
-------- -------- -------- --------
TOTAL COSTS AND EXPENSES 9,272 8,829 23,650 24,641
-------- -------- -------- --------
INCOME FROM OPERATIONS 1,544 1,662 2,515 2,034
HEALTH CARE INCOME (EXPENSE)
REVENUE 193 -- 345 --
COST OF REVENUES (460) -- (989) --
INTEREST EXPENSE (218) -- (381) --
GAIN ON SALE OF HEALTH CARE BUSINESS AND ASSETS 846 -- 846 --
-------- -------- -------- --------
TOTAL HEALTH CARE INCOME (EXPENSE) 361 0 (179) 0
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
EQUITY IN LOSS OF TIDEPOINTE PARTNERS (180) (18) (239) (70)
INTEREST INCOME 75 46 231 137
INTEREST EXPENSE, OTHER THAN HEALTH CARE (379) (351) (1,137) (1,090)
GAIN ON COUNTRY CLUB TURNOVER -- 7,747 -- 7,747
IMPAIRMENT LOSS ON REAL ESTATE ASSET HELD FOR SALE -- (810) -- (810)
-------- -------- -------- --------
TOTAL OTHER INCOME (EXPENSE) (484) 6,614 (1,145) 5,914
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 1,421 8,276 1,191 7,948
INCOME TAX PROVISION (483) (2,814) (405) (2,702)
-------- -------- -------- --------
NET INCOME 938 5,462 786 5,246
PREFERRED STOCK DIVIDEND REQUIREMENT (222) (222) (667) (667)
-------- -------- -------- --------
NET INCOME ATTRIBUTABLE TO COMMON STOCK $ 716 $ 5,240 $ 119 $ 4,579
======== ======== ======== ========
PER SHARE OF COMMON STOCK
NET INCOME $ 0.39 $ 2.84 $ 0.06 $ 2.48
======== ======== ======== ========
</TABLE>
SEE ACCOMPANYING NOTES.
-5-
<PAGE> 6
SEA PINES ASSOCIATES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
JULY 31,
1997 1996
(UNAUDITED) (UNAUDITED)
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 786 $ 5,246
ADJUSTMENTS TO RECONCILE NET INCOME TO
NET CASH USED IN OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 1,131 1,350
INCREASE (DECREASE) IN DEFERRED REVENUE 506 (567)
INCREASE IN ALLOWANCE FOR DOUBTFUL ACCOUNTS 67 4
IMPAIRMENT LOSS ON REAL ESTATE ASSET HELD FOR SALE -- 810
GAIN ON COUNTRY CLUB TURNOVER -- (7,747)
DECREASE IN DEFERRED INCOME TAXES 405 2,662
EQUITY IN LOSS OF TIDEPOINTE PARTNERS 239 70
CHANGES IN CURRENT ASSETS AND LIABILITIES:
DECREASE IN ACCOUNTS AND NOTES RECEIVABLE 269 517
DECREASE IN INVENTORIES 81 35
INCREASE IN PREPAID EXPENSES (71) (191)
DECREASE IN OTHER ASSETS 124 70
INCREASE IN ACCOUNTS PAYABLE AND ACCRUED EXPENSES 556 246
DECREASE IN OTHER LIABILITIES -- (645)
INCREASE IN ADVANCE DEPOSITS 404 588
INCREASE (DECREASE) IN INCOME TAXES PAYABLE (142) 27
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,355 2,475
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
DECREASE IN SHORT TERM INVESTMENTS -- 475
CAPITAL EXPENDITURES AND PROPERTY ACQUISITIONS (1,243) (1,493)
ADDITIONS TO NOTE RECEIVABLE FROM TIDEPOINTE PARTNERS (122) (121)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (1,365) (1,139)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
PRINCIPAL REPAYMENTS OF DEBT (570) (523)
ADDITIONS TO LONG-TERM DEBT -- 100
REPAYMENT OF LONG-TERM DEBT (775) --
DIVIDENDS PAID (667) (667)
------- -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES (2,012) (1,090)
------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS 978 246
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,428 1,968
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,406 $ 2,214
======= =======
</TABLE>
SEE ACCOMPANYING NOTES.
-6-
<PAGE> 7
SEA PINES ASSOCIATES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JULY 31, 1997 AND OCTOBER 31, 1996
NOTE 1 - BASIS OF PRESENTATION
---------------------
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine month period
ended July 31, 1997 are not necessarily indicative of the results that may be
expected for the year ended October 31, 1997. For further information, refer to
the consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended October 31, 1996.
NOTE 2 - INVENTORIES
-----------
Inventories consist of the following (amounts in thousands):
<TABLE>
<CAPTION>
July 31, October 31,
1997 1996
---- ----
<S> <C> <C>
Merchandise $570 $654
Supplies, parts and accessories 35 35
Food and beverages 11 11
Other 36 33
---- ----
$652 $733
==== ====
</TABLE>
7
<PAGE> 8
NOTE 3 - OPERATING PROPERTIES
--------------------
Operating properties consist of the following (amounts in thousands):
<TABLE>
<CAPTION>
July 31, October 31,
1997 1996
-------- --------
<S> <C> <C>
Land and land improvements $ 19,549 $ 19,712
Buildings 7,038 6,432
Machinery and equipment 5,663 5,034
Property held under capital leases 251 251
-------- --------
32,501 31,429
Less - Accumulated depreciation (9,514) (8,550)
-------- --------
$ 22,987 $ 22,879
======== ========
</TABLE>
8
<PAGE> 9
The discussion in this Report includes forward-looking statements that involve
risks and uncertainties. The Company's actual results could differ materially
from those discussed herein. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in Management's
Discussion and Analysis of Financial Condition and Results of Operations in item
II below, as well as those discussed elsewhere in this Report and the Company's
Annual Report on Form 10-K for the year ended October 31, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The Company's operations are conducted primarily through two wholly owned
subsidiaries. Sea Pines Company, Inc. operates all of the resort assets,
including three resort golf courses, a 28 court racquet club, a home and villa
rental management business, retail sales outlets, food service operations and
other resort recreational facilities. Sea Pines Real Estate Company, Inc. is an
independent real estate brokerage firm with ten offices serving Hilton Head
Island and its neighboring communities.
The Company, through its wholly owned subsidiary, Sea Pines/TidePointe, Inc.,
owns a 17.5% general partnership interest in TidePointe Partners. TidePointe
Partners is a general partnership which is developing and constructing a
continuing care retirement community on Hilton Head Island, South Carolina.
Phase I construction including the clubhouse, spa and two villa buildings has
been completed. As of July 31, 1997, sales contracts on 96 units of the total
206 units in Phase I had closed with an additional 29 units under contract.
Phase II development is under consideration as of July 31, 1997, however
construction has not commenced.
Sea Pines Senior Living Center, Inc., a wholly owned subsidiary of the Company,
recently completed construction of the health care facility located within the
TidePointe continuing care retirement community at an approximate cost of
$8,100,000. The facility received its operating licenses and began operations in
February 1997. Operating losses totaling $644,000, net of revenues of $345,000
relating to start-up operations of the health care facility through July 31,
1997 and interest expense of $381,000 have been included in the Company's
consolidated financial statements. TidePointe Partners advanced the Company the
funds necessary to construct and operate the facility through July 31, 1997.
On July 31, 1997 Sea Pines Senior Living Center, Inc. sold all of the assets,
liabilities and operations relating to the health care facility to The Rogers
Center, LLC. The Rogers Center, LLC is a wholly owned subsidiary of TidePointe
Partners of which the Company is a 17.5% minority general partner. The sale
price of approximately $9,125,000, equaled the funds advanced to the Company by
TidePointe Partners to construct and operate the facility. The sale has
therefore generated a gain of $1,025,000 which is equal to the net operating
losses including interest expense incurred in operating the health care facility
through the closing date. As a result of this transaction the Company has
recognized a
9
<PAGE> 10
gain on the sale of $845,625 (82.5% of the total gain), and has deferred 17.5%
of the gain ($179,375) because of its minority general partner interest in
TidePointe Partners. At this point, the Company's involvement in the TidePointe
development and related health care operations is limited to its 17.5% general
partner interest.
On May 1, 1996 the Company turned over the operations and assets of the Sea
Pines Country Club to the equity members as contemplated by the May 1990 Equity
Offering Agreement. Effective with this transfer, the Club obtained control of
all of its physical assets and assumed complete and total responsibility for its
operations and all the other risks and rewards of ownership. Results of Club
operations through the turnover date are included in the Company's Consolidated
Financial Statements in fiscal year 1996.
Results of Operations for 1997 as Compared with 1996
The Company reported consolidated income before tax of $1,421,000 and $8,276,000
for the third quarter ended July 31, 1997 and 1996, respectively. These amounts
include several unusual items. The 1997 income includes a net gain from the sale
and third quarter operation of the health care facility of $361,000 and a loss
from the Company's equity interest in TidePointe Partners of $180,000. The 1996
income includes the gain on the Country Club turnover of $7,747,000 and the loss
on the disposition of the Carolina Center of $810,000. Excluding these items,
income from core business activities was $1,240,000 for the third quarter ended
July 31, 1997 as compared to $1,339,000 for the same period last year.
Consolidated revenues excluding health care during the third quarter totaled
$10,816,000, a 3.1% increase over consolidated revenues reported for the third
quarter of 1996.
Resort revenues increased by 4.7% during the third quarter from $8,032,000 in
1996 to $8,410,000 in 1997. This increase is attributable to improved revenues
in the Company's lodging operations.
Real estate revenues decreased by $63,000, or 2.6%, to $2,404,000 during the
third quarter ended July 31, 1997 from the same period last year. Year to date,
real estate revenues continue to run 1.3% ahead of the prior year and are
indicative of the continued strong brokerage sales the Company has experienced.
Cost of revenues increased by $461,000, or 6.5%, during the third quarter of
1997 compared to the same period last year. This increase includes a $438,000
increase in payments to lodging owners based on increases in resort rentals.
Sales and marketing expenses increased by $65,000, or 16.3%, during the third
quarter of 1997 compared to the same period last year. This increase was
anticipated and is consistent with the current year financial plan.
General and administration expenses decreased by $89,000, or 9%, from the same
period
10
<PAGE> 11
last year. This decrease is the result of decreased legal costs from the prior
year due to the absence of litigation related to the Carolina Center.
During the third quarter of 1997, the Company recorded operating losses of
$267,000 net of revenues of $193,000, from the operations of the health care
facility located at TidePointe. These losses were anticipated and reflect
start-up expenditures and patient level stabilization. See further discussion at
Management's Discussion and Analysis of Financial Conditions and Results of
Operations.
Interest expense on the Company's debt increased by $28,000 or 8% from the same
period last year. This increase results from a slight increase in the variable
interest rate on the Company's long term debt.
Liquidity and Capital Resources
Cash and short term investments decreased by $279,000 during the third quarter
of 1997 and totaled $2,406,000 at July 31, 1997, of which $2,146,000 was
restricted. The Company's working capital deficit decreased by $750,000 in the
third quarter resulting in a working capital deficit of $1,211,000 at July 31,
1997.
The Company maintains a $2.5 million seasonal line of credit used to meet cash
requirements during the Company's off-season. As of July 31, 1997, the line of
credit had no outstanding balance. In addition to the seasonal line of credit,
the Company maintains a $12 million revolving credit facility used for capital
investments in business lines consistent with the Company's operations. As of
July 31, 1997, the outstanding balance on the revolving credit facility totaled
$7.6 million.
At its December 1996 Board of Directors meeting, the Company declared a cash
dividend to holders of Series A Cumulative Preferred Stock of $0.722 per share.
This dividend is payable in equal quarterly installments of approximately $0.181
per share, the first three were paid on January 15, 1997, April 15, 1997 and
July 15, 1997. An additional quarterly installment will be paid on October 15,
1997 to shareholders of record on the first day of the month.
Business Outlook and Recent Developments
The Company is in the final planning stages for construction of a new conference
center in Harbour Town, adjacent to the Harbour Town Clubhouse. The planned
facility will include approximately 15,000 square feet and contain a ballroom,
meeting space and catering kitchen facilities. Management believes such a
facility will enhance the Company's existing facilities and enable the Company
to be more competitive in attracting small group meetings and other functions to
Sea Pines. Construction will begin upon completion of planning and is
anticipated to cost approximately $4,700,000 and take approximately one year to
construct.
11
<PAGE> 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is a defendant in a lawsuit filed in November 1995 in
Beaufort County, South Carolina by Grey Point Associates, Inc. and its
principals relating to a contractual relationship. The suit alleges
breach of contract and seeks unspecified damages. The Company has
answered the suit and filed a counter-claim for unspecified damages.
The Company intends to defend its position vigorously and pursue its
counter-claim against the plaintiff, however, neither the Company or
its legal counsel can form an opinion as to the outcome of this matter
at this time.
The Company is not currently involved in any other litigation which it
believes will have a material and adverse affect on its financial
condition or results of operations.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Other Information
None
Item 5. Exhibits and Reports on Form 8-K
(a) Exhibits:
27 -Financial Data Schedule (For SEC use only)
(b) Reports on Form 8-K:
None
12
<PAGE> 13
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.
SEA PINES ASSOCIATES, INC.
Date: September 15, 1997 Charles W. Flynn
------------------ ----------------
Charles W. Flynn
Chairman
Date: September 15, 1997 Thomas C. Morton
------------------ ----------------
Thomas C. Morton
Treasurer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE JULY 31, 1997 FORM
10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH JULY 31, 1997 FORM
10-Q.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JUL-31-1997
<CASH> 2,406
<SECURITIES> 0
<RECEIVABLES> 4,470
<ALLOWANCES> 94
<INVENTORY> 652
<CURRENT-ASSETS> 4,403
<PP&E> 30,858
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,467
<CURRENT-LIABILITIES> 5,614
<BONDS> 0
0
7,218
<COMMON> 2,166
<OTHER-SE> 5,023
<TOTAL-LIABILITY-AND-EQUITY> 39,467
<SALES> 26,165
<TOTAL-REVENUES> 26,165
<CGS> 18,284
<TOTAL-COSTS> 18,284
<OTHER-EXPENSES> 5,366
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,137
<INCOME-PRETAX> 1,191
<INCOME-TAX> 405
<INCOME-CONTINUING> 786
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 786
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
