UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 1997
-----------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ______________
Commission File Number: 001-10621
---------
AMERICAN ECO CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
ONTARIO, CANADA 52-1742490
------------------------------ -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
11011 JONES ROAD, HOUSTON, TEXAS 77070
-------------------------------------------------------------
(Address or principal executive offices) (Zip Code)
(281) 774-7000
----------------------------------------------------
(Registrant's telephone number, including area code)
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
----- -----
As of June 20, 1997, there were 15,974,928 shares of Common Shares,
no par value, outstanding.
<PAGE>
AMERICAN ECO CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
PART I. FINANCIAL INFORMATION Page No.
--------
Item 1. Financial Statements
Consolidated Balance Sheets:
February 28, 1997 and November 30, 1996 . . . 3
Consolidated Statement of Retained Earnings . . 5
Consolidated Statements of Operations:
Quarters Ended February 28, 1997
and February 29, 1996 . . . . . . . . . . . . 6
Consolidated Statements of Cash Flows:
Quarters Ended February 28, 1997
and February 29, 1996 . . . . . . . . . . . . 7
Notes to Consolidated Financial Statements . . . 8
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 2. Changes in Securities . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 13
Signatures . . . . . . . . . . . . . . . . . . . . . . . . 14
2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
PART I
FINANCIAL INFORMATION
AMERICAN ECO CORPORATION
CONSOLIDATED BALANCE SHEET
(United States Dollars in thousands)
At February 28, At November 30,
1997 1996
--------------- ---------------
(Unaudited) (Audited)
ASSETS
------
CURRENT ASSETS
Cash . . . . . . . . . . . $ 9,829 $ 317
Certificate of Deposit,
restricted . . . . . . . -- 180
Accounts receivable . . . 28,956 20,918
Current portion of notes
receivable . . . . . . . 6,651 6,695
Costs and estimated
earnings in excess of
billings on
jobs in progress . . . . 3,259 3,446
Inventory . . . . . . . . 7,220 6,807
Deferred income tax. . . . 1,393 1,393
Prepaid expenses and other
expenses . . . . . . . . 3,543 4,499
-------- --------
TOTAL CURRENT ASSETS 60,851 44,255
-------- --------
PROPERTY, PLANT AND EQUIPMENT, 27,586 33,238
net -------- --------
OTHER ASSETS
Goodwill, net . . . . . . 19,240 18,969
Debenture issue costs, net 2,394 97
Notes receivable . . . . . 203 280
Investments . . . . . . . 8,640 7,645
-------- --------
TOTAL OTHER ASSETS . 30,477 26,991
-------- --------
TOTAL ASSETS . . . . $118,914 $104,484
======== ========
The accompanying notes to the financial statements
are an integral part thereof.
3
<PAGE>
AMERICAN ECO CORPORATION
CONSOLIDATED BALANCE SHEET
(United States dollars in thousands)
At At
February 28, November 30,
1997 1996
----------- -----------
(Unaudited) (Audited)
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable and accrued
liabilities . . . . . . . . . . $ 9,769 $ 18,449
Notes payable . . . . . . . . . 16,565 20,399
Current portion of long-term debt 1,985 1,595
Current portion of obligations
under capital leases . . . . . 113 113
Billings in excess of costs and
estimated earnings on jobs in
progress . . . . . . . . . . . 1,334 419
-------- --------
TOTAL CURRENT
LIABILITIES . . . . 29,766 40,975
-------- --------
LONG-TERM LIABILITIES
Long-term debt (Note A) . . . . 25,324 6,618
Obligations under capital leases 76 102
Deferred income tax liability. . 1,260 1,373
-------- --------
26,660 8,093
-------- --------
TOTAL LIABILITIES . . . . . 56,426 49,068
-------- --------
MINORITY INTEREST . . . . . . . . . . 369 373
-------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common Shares . . . . . . . . . 42,942 39,411
Common Shares subscribed . . . . 34 34
Contributed surplus . . . . . . 2,845 2,845
Retained earnings . . . . . . . 16,298 12,753
-------- --------
62,119 55,043
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY . . . . . $118,914 $104,484
======== ========
The accompanying notes to the financial statements
are an integral part thereof.
4
<PAGE>
AMERICAN ECO CORPORATION
CONSOLIDATED STATEMENT OF RETAINED EARNINGS
(United States Dollars in thousands)
Balance, November 30, 1996 . . . . . . . . . $12,753
Net income, for the three months ended
February 28, 1997 . . . . . . . . . . . . . 3,545
Balance, February 28, 1997 . . . . . . . . . $16,298
=======
The accompanying notes to the financial statements
are an integral part thereof.
5
<PAGE>
AMERICAN ECO CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(United States dollars in thousands)
Three Months Ended
----------------------------
February 28, February 29,
1997 1996
----------- -----------
(unaudited) (unaudited)
REVENUE . . . . . . . . . . . . . $ 45,236 $ 40,014
---------- ---------
COSTS AND EXPENSES
Cost of contracts, sales and
other operating expenses . . 40,370 37,959
Interest expense on long-term
debt, net exchange . . . . . 415 128
Depreciation and amortization . 906 122
---------- ---------
1,321 250
INCOME FROM CONTINUING OPERATIONS
BEFORE RECOVERY OF (PROVISION
FOR) INCOME TAX . . . . . . . . 3,545 1,805
RECOVERY OF (PROVISION FOR)
INCOME TAX . . . . . . . . . . 0 0
---------- ---------
NET INCOME . . . . . . . . . . . $ 3,545 $ 1,805
========== =========
Earnings per common share:
Income from continuing
operations . . . . . . . . . . $ 0.25 $ 0.20
========== =========
Weighted average number of shares
used in computing income per
common share . . . . . . . . . 14,432,926 9,023,843
========== =========
The accompanying notes to the financial statements
are an integral part thereof.
6
<PAGE>
AMERICAN ECO CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
(United States dollars in thousands)
Three Months Ended
------------------------
February 28, February 29,
1997 1996
----------- -----------
(unaudited) (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations . . $ 3,545 $ 1,805
Depreciation and amortization . . . . 906 122
Changes in Working Capital:
Accounts receivable . . . . . . . . (8,038) (1,486)
Costs and estimated earnings in
excess of billings on jobs in
progress . . . . . . . . . . . . . 187 (901)
Other Assets . . . . . . . . . . . . (151) (517)
Accounts payable . . . . . . . . . . (8,680) 6,659
Billings in excess of costs and
estimated earnings on jobs in
progress . . . . . . . . . . . . . 915 430
Other Liabilities . . . . . . . . . (117) (285)
------- -------
Net cash provided by (used in)
operating activities . . . . . . . . (11,433) 5,827
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . 4,746 (27)
Increase in goodwill . . . . . . . . (271) (178)
------- -------
Net cash used in investing activities . 4,475 (205)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from notes receivable . (1) (1,270)
Net proceeds from long-term debt . . 12,939 217
Net proceeds from issuance of
common stock . . . . . . . . . . . 3,531 312
------- -------
Net cash provided by (used in)
financing activities . . . . . . . . 16,470 (741)
------- -------
NET INCREASE (DECREASE) IN CASH . . . . 9,512 4,881
CASH AT BEGINNING OF PERIOD . . . . . . 317 898
------- -------
CASH AT END OF PERIOD . . . . . . . . . $ 9,829 $ 5,779
======= =======
The accompanying notes to financial statements
are an integral part hereof.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
The accompanying financial statements have been prepared in
accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q
and Article 10 of Regulation S-X promulgated by the Securities
and Exchange Commission. Such financial statements do not
include all disclosures required by generally accepted accounting
principles for annual financial statement reporting purposes.
However, there has been no material change in the information
disclosed in the Company's annual consolidated financial
statements dated November 30, 1996, except as disclosed herein.
Accordingly, the information contained herein should be read in
conjunction with such annual consolidated financial statements
and related disclosures. The accompanying financial statements
reflect, in the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair
presentation of the results for the interim periods presented.
Results of operations for the quarter ended February 28, 1997 are
not necessarily indicative of results expected for an entire
year.
NOTE A
The long term debt of the Company increased to $25.3 million for
the three month period ending February 28, 1997 compared to $6.6
million for the year ending November 30, 1996. The increase is
primarily due to the Company raising funds from the sale of $15
million aggregate principal amount of 9.5% convertible debentures
due January 24, 2007, to a group of institutional investors. The
Company used the net proceeds from the offering of such
securities to fund in part the acquisition of Chempower, which
closed on March 7, 1997.
The Company also raised funds from the sale of $1 million
aggregate principal amount of 10% convertible debenture due
February 14, 1998. The proceeds of the offering were used for
general corporate purposes.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The results of operations for the three months ended
February 28, 1997 are not necessarily indicative of the results
for future periods. The following discussion should be read in
conjunction with the unaudited financial statements included
herein and the notes thereto, and with the audited financial
statements and notes thereto for the year ended November 30,
1996.
OVERVIEW
The Company provides industrial support services to the
petroleum and petrochemical refining, power generation and forest
products industries in the United States and Canada. Within this
general line of business, the Company provides industrial
maintenance, environmental remediation and specialty fabrication
services. The Company's industrial maintenance services include
the repair, maintenance and modification of boilers, pressure
vessels and tubing used in industrial facilities as well as the
provision of project management and engineering services. The
Company's environmental services include hazardous material
remediation and abatement, emergency hazardous spill containment
and cleanup and hazardous material packaging and transportation.
The Company's specialty fabrication services typically involve
the construction of custom steel and metal alloy products used in
refineries, pulp mills and offshore oil drilling platforms.
The Company entered its current lines of business in
November 1992 when it acquired Eco Environmental, Inc., and it
has continued to expand its service capabilities, geographic
presence and customer base primarily by acquiring other
companies. The Company acquired eight businesses between fiscal
1993 and fiscal 1996, and its revenues grew from $7.6 million in
fiscal 1993 to $119.5 million in fiscal 1996 primarily as a
result of such acquisitions. The Company accelerated its
acquisition program in fiscal 1996 by adding the following
operating subsidiaries: Industra Service Corporation, a British
Columbia, Canada corporation ("Industra Service"), Separation and
Recovery Systems, Inc., a Nevada corporation ("SRS"),
Environmental Evolutions, Inc., a Texas corporation
("Environmental Evolutions"), United Eco Systems, Inc., a
Delaware corporation ("United Eco"), and MM Industra, Ltd., a
Nova Scotia, Canada corporation ("MM Industra"). In March 1997,
the Company completed its $50.0 million acquisition of
Chempower, Inc. ("Chempower").
The Company intends to continue to expand its business
through the acquisition of companies in the industrial
maintenance, environmental remediation and specialty fabrication
businesses. The Company's acquisition strategy entails the
potential risks inherent in assessing the value, strengths,
weaknesses, contingent liabilities and potential profitability of
acquisition candidates and in integrating the operations of
acquired companies. There can be no assurance that acquisition
opportunities will continue to be available, that the Company
will have access to the capital required to finance potential
acquisitions or that any business acquired will be integrated
successfully or prove profitable.
The Company's acquisition strategy has led to rapid growth
in the Company's operations over the past four fiscal years. The
Company's operations generally are managed at each of its
subsidiaries, but core administrative, financing and strategic
planning functions are performed at the holding company level.
This rapid growth has increased, and may continue to increase,
the operating complexity of the Company as well as the level and
responsibility for both existing and new management personnel at
the holding company level. The Company's ability to manage its
expansion effectively will require it to hire and retain new
management personnel at the holding company level and to continue
to implement and improve its operational and financial systems.
The Company's inability to effectively manage its expansion could
have a materially adverse effect on its results of operations and
financial results.
9
<PAGE>
SEASONALITY AND QUARTERLY FLUCTUATIONS
The Company's revenues from its industrial and environmental
segments may be affected by the timing of scheduled outages at
its industrial customers' facilities and by weather conditions
with respect to projects conducted outdoors. The effects of
seasonality may be offset by the timing of large individual
contracts, particularly if all or a substantial portion of the
contracts fall within a one- to two-quarter period. Accordingly,
the Company's quarterly results may fluctuate and the results of
one fiscal quarter should not be deemed to be representative of
the results of any other quarter or for the full fiscal year.
RECOGNITION OF REVENUES
The Company recognizes revenues and profits on contracts
using the percentage-of-completion method of accounting. Under
the percentage-of-completion method, contract revenues are
accrued based upon the percentage that accrued costs to date bear
to total estimated costs. As contacts can extend over more than
one accounting period, revisions in estimated total costs and
profits during the course of work are reflected during the period
in which the facts requiring the revisions become know. Losses
on contracts are charged to income in the period in which such
losses are first determined. The percentage-of-completion method
of accounting can result in the recognition of either costs and
estimated profits in excess of billings or billings in excess of
costs and estimated profits on uncompleted contracts, which are
classified as current assets and liabilities, respectively, in
the Company's balance sheet.
RESULTS OF OPERATIONS
Revenues
--------
The Company's revenues increased 13% to $45.2 million for
the three months ended February 28, 1997 (the "First Quarter
1997") compared to $40.0 million for the three months ended
February 29, 1996 (the "First Quarter 1996"). During the First
Quarter 1996, the Company recognized a significant portion of the
revenues generated from a single project which concluded in
fiscal 1996. Management believes that the timing of this revenue
recognition has masked the full impact of acquiring four
additional operating subsidiaries after the First Quarter 1996.
Management anticipates that the addition of Chempower's
operations to the Company's results of operations for the six
months ended May 31, 1997 will further increase revenues during
such period compared to the corresponding period in fiscal 1996.
Operating Expenses
------------------
The Company's operating costs increased approximately 6.4%
to $40.4 million in the First Quarter 1997 compared to $38.0
million for the First Quarter 1996 primarily as a result of
adding five new subsidiaries during fiscal 1996. Expressed as a
percentage of total revenues, operating costs decreased to 89.2%
in the First Quarter 1997 compared to 94.9% in the First Quarter
1996. Management attributes this decrease to the Company's
continued efforts to control operating expenses. The Company
instituted a program in fiscal 1994 which required managers to
track such cost control indicators as labor productivity and
potential project cost overruns. Management believes that the
Company will continue to control operating costs, but there can
be no assurance that the Company's cost control policies will be
as effective in the future. The Company's interest expense
increased to $415,000 in the First Quarter 1997 compared to
$128,000 in the First Quarter 1996 due primarily to the
acquisition of operating subsidiaries with existing debt. The
Company's depreciation and amortization increased to $906,000 in
the First Quarter 1997 from $122,000 in the First Quarter 1996
primarily due to the Company's expanded operations as a result of
its acquisition program.
10
<PAGE>
Net Income
----------
Net income from continuing operations increased to $3.5
million, or $0.25 per share, in the First Quarter 1997 from $1.8
million, or $0.20 per share, in the First Quarter 1996.
LIQUIDITY AND CAPITAL RESOURCES
The Company's existing capital resources consist of cash,
cash provided by its operating subsidiaries and funds available
under its lines of credit. Typically the Company maintains cash
levels of between $1.0 million and $2.0 million for general
corporate needs, but the Company's available cash increased to
$9.8 million at February 28, 1997 from $317,000 at November 30,
1996 primarily due to the Company raising funds from the sale of
$15.0 million aggregate principal amount of 9.5% convertible
debentures due January 24, 2007 (the "Debentures") and 1,125
warrants to purchase Common Shares to a group of institutional
investors. The Company used the net proceeds from the offering
of such securities to fund, in part, the acquisition of
Chempower, which closed on March 7, 1997. At February 28, 1997,
the Company and its operating subsidiaries had an aggregate of
$17.2 million in lines of credit, $2.5 million of which remained
available to the Company and $3.0 million remained available to
certain of its subsidiaries.
The Company incurred additional debt in fiscal 1997 in
connection with the acquisition of Chempower. The Company issued
the Debentures and guaranteed two Chempower promissory notes in
the aggregate principal amount of $15.9 million, which notes
mature in 1998. The Company pledged all of its shares of
Chempower capital stock to secure its guaranty of each promissory
note. Chempower issued the promissory notes to two principal
shareholders of Chempower as partial payment for such
shareholders' equity interest in Chempower. In addition,
Chempower borrowed $6.0 million under an unsecured Chempower line
of credit. Chempower borrowed $6 million under an unsecured line
of credit in the amount of $15 million and has an additional $9
million remaining available.
The Company's cash requirements consist of working capital
needs, obligations under its leases and promissory notes and the
funding of potential acquisitions. The Company provides services
and its capital expenditure requirements are low relative to the
revenues that it generates. The Company used $4.7 million for
capital expenditures, or 10.5% of total revenues, during the
First Quarter 1997 compared to a negative $300,000 during the
First Quarter 1996. Management believes that the Company's cash
and funds available under its credit facilities, together with
cash generated from its operations, are sufficient to meet its
anticipated cash requirements, with the exception of the
Company's obligations under the notes guaranteed by the Company
in connection with the Chempower acquisition. The Company may
fund its capital requirements by increasing its current lines of
credit or restructuring such lines of credit to enable all
operating subsidiaries to draw upon them. The Company also may
seek to raise additional capital by issuing debt or equity
securities in private or public offerings. There can be no
assurance that the Company will be able to increase or
restructure its lines of credit or that the Company will be able
to issue its securities to coincide with the funding of certain
capital requirements.
Accounts receivable at February 28, 1997 increased to $29.0
million from $21.0 million at November 30, 1996. Management
attributes this increase to the addition of five new operating
subsidiaries during fiscal 1996. Property, plant and equipment
decreased to $27.6 million at February 28, 1997 from $33.2
million at November 30, 1996 as a result of $5.6 million of
equipment being held for resale. Accounts payable and other
accrued liabilities decreased to $9.8 million at February 28,
1997 from $18.4 million at November 30, 1996 as a result of
management's decision to use the Company's cash to improve the
aging of the Company's accounts payable.
11
<PAGE>
INFORMATION REGARDING FORWARD LOOKING STATEMENTS.
The Company is including the following cautionary statement
in its Report on Form 10-Q to make applicable and take advantage
of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 for any forward-looking statements
made by, or on behalf of the Company. Forward-looking statements
include statements concerning plans, objectives, goals,
strategies, future events or performance and underlying
assumptions and other statements which are other than statements
of historical facts. Certain statements contained herein are
forward looking statements and accordingly involve risks and
uncertainties which could cause actual results or outcomes to
differ materially from those expressed in the forward-looking
statements. The Company's expectations, beliefs and projects are
expressed in good faith and are believed by the Company to have a
reasonable basis, including without limitations, management's
examination of historical operating trends, data contained in the
Company's records and other data available from third parties,
but there can be no assurance that management's expectations,
beliefs or projections will result or be achieved or
accomplished. In addition to other factors and matters discussed
elsewhere herein, the following are important factors that, in
the view of the Company, could cause actual results to differ
materially from those discussed in the forward-looking
statements: the ability of the Company to continue to expand
through acquisitions, the availability of capital to fund the
Company's expansion program, the ability of the Company to manage
its expansion effectively, economic conditions that could affect
demand for the Company's services, the ability of the Company to
complete projects profitably and severe weather conditions that
could delay projects. The Company disclaims any obligation to
update any forward-looking statements to reflect events or
circumstances after the date hereof.
12
<PAGE>
PART II
OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES
Effective January 24, 1997, the Company closed the sale of
$15 million aggregate principal amount of 9.5% convertible
debentures due January 24, 2007 (the "Debentures") and 1,125,000
share purchase warrants (the "Warrants") to a group of
institutional investors. The Debentures are convertible into
shares of Common Shares at the conversion rate of 85% of the
average closing price of the Common Shares on the Nasdaq National
Market for the five trading days immediately preceding the
respective conversion dates, subject to a floor conversion price
of $6.30 per share. The floor conversion price would be
eliminated if shareholders ratify the placement at the May 7,
1997 shareholders meeting. Each Warrant is exercisable for one
Common Share, subject to customary anti-dilution provisions, at
an exercise price of $9.56 per share (110% of the closing market
price for the Common Shares on January 23, 1997) for a period of
five years. The purchasers have certain rights for the
registration under the Securities Act of the Common Shares
underlying the Debentures and the Warrants. An aggregate of
300,000 Warrants also were issued to the placement agents for the
transaction, which Warrants are exercisable for five years at
$8.00 per share. The sale of the Debentures and the Warrants was
exempt from registration under the Securities Act by virtue of
Section 4(2) therein and Regulation D promulgated thereunder.
Effective March 3, 1997, the Company closed the sale of $3
million aggregate principal amount of Debentures and 225,000
Warrants to a group of institutional investors, which included
entities which had participated in the January 1997 placement.
Each Warrant is exercisable for one Common Share, subject to
customary anti-dilution provisions, at an exercise price of $9.21
per share (110% of the closing market price for the Common Shares
on February 28, 1997) for a period of five years. The purchasers
have certain rights for the registration under the Securities Act
of the Common Shares underlying the Debentures and the Warrants.
The sale of the Debentures and the Warrants was exempt from
registration under the Securities Act by virtue of Section 4(2)
therein and Regulation D promulgated thereunder.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Form 8-K
None
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
AMERICAN ECO CORPORATION
(Registrant)
Dated: June 20, 1997 /s/ Michael E. McGinnis
-----------------------
Michael E. McGinnis
Chief Executive Officer
Dated: June 20, 1997 /s/ David L. Norris
-----------------------
Davis L. Norris
Chief Financial Officer
14
<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1997
<PERIOD-END> FEB-28-1997
<CASH> 9,829
<SECURITIES> 0
<RECEIVABLES> 28,956
<ALLOWANCES> 3,259
<INVENTORY> 7,220
<CURRENT-ASSETS> 60,851
<PP&E> 27,586
<DEPRECIATION> 8,191
<TOTAL-ASSETS> 118,914
<CURRENT-LIABILITIES> 29,766
<BONDS> 25,400
0
0
<COMMON> 42,942
<OTHER-SE> 19,177
<TOTAL-LIABILITY-AND-EQUITY> 118,914
<SALES> 0
<TOTAL-REVENUES> 45,236
<CGS> 0
<TOTAL-COSTS> 40,370
<OTHER-EXPENSES> 906
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 415
<INCOME-PRETAX> 3,545
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,545
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,545
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
