<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 MARCH 31, 1996
--------------
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 0-25090
-------
STILLWATER MINING COMPANY
_________________________
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 81-0480654
_______________________________ __________________
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
HC 54 BOX 365
NYE, MONTANA 59061
________________________________________ ________________
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(303) 978-2525
____________________________________________________
(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
--- ---
AT MAY 10, 1996, 20,076,224 SHARES OF COMMON STOCK, $.01 PAR VALUE PER
SHARE, WERE OUTSTANDING.
THIS FORM 10-Q CONSISTS OF 16 PAGES. THE EXHIBIT INDEX APPEARS ON PAGE
12.
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STILLWATER MINING COMPANY
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
INDEX
PART I - FINANCIAL INFORMATION
PAGE
----
ITEM 1. FINANCIAL STATEMENTS ...................................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............. 8
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
EXHIBIT 18 LETTER FROM PRICE WATERHOUSE LLP, DATED MAY 14, 1996,
REGARDING CHANGE IN ACCOUNTING PRINCIPLES .................14
2
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- - ----------------------------
STILLWATER MINING COMPANY
CONDENSED BALANCE SHEET
(in thousands except share amounts)
(Unaudited)
MARCH 31, DECEMBER 31,
ASSETS 1996 1995
------------------------------
CURRENT ASSETS
Cash and cash equivalents $ 1,202 $ 714
Short-term investments 15,962 23,933
Inventories 17,153 18,450
Other current assets 1,291 1,237
Deferred income taxes 640 640
------------------------------
Total current assets 36,248 44,974
PROPERTY, EQUIPMENT AND MINE DEVELOPMENT, NET 146,598 115,813
OTHER ASSETS 1,469 1,388
------------------------------
Total assets $ 184,315 $ 162,175
==============================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 705 $ 460
Accounts payable 4,048 4,751
Accrued payroll and benefits 1,282 1,909
Taxes payable other than income taxes 1,652 2,272
Other current liabilities 1,005 862
Amounts payable to affiliates 219 116
------------------------------
Total current liabilities 8,911 10,370
------------------------------
LONG-TERM DEBT AND CAPITAL LEASE
OBLIGATION 9,257 8,713
DEFERRED INCOME TAXES 17,118 8,441
OTHER NONCURRENT LIABILITIES 2,862 2,346
------------------------------
Total long-term liabilities 29,237 19,500
------------------------------
Total liabilities 38,148 29,870
------------------------------
STOCKHOLDERS' EQUITY
Preferred stock, $0.01 par value, 1,000,000
shares authorized, none issued --- ---
Common stock, $0.01 par value, 50,000,000
shares authorized, 20,074,224 issued
and outstanding 201 201
Paid-in capital 137,825 137,814
Accumulated earnings (deficit) 8,141 (5,710)
------------------------------
Total stockholders' equity 146,167 132,305
------------------------------
Total liabilities and stockholders'
equity $ 184,315 $ 162,175
==============================
See notes to condensed financial statements.
3
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STILLWATER MINING COMPANY
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(in thousands, except per share amounts)
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
------------- -------------
REVENUES $ 14,398 $ 13,260
COSTS AND EXPENSES
Cost of metals sold 11,938 10,959
Depreciation and amortization 2,002 1,414
Administrative expenses 415 368
Exploration expense 25 24
------------- -------------
Total costs and expenses 14,380 12,765
------------- -------------
OPERATING INCOME 18 495
OTHER INCOME (EXPENSE)
Interest income 192 843
Interest expense (226) (74)
------------- -------------
INCOME (LOSS) BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF ACCOUNTING CHANGE (16) 1,264
------------- -------------
INCOME TAX (PROVISION) BENEFIT 6 (487)
------------- -------------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE (10) 777
CUMULATIVE EFFECT OF ACCOUNTING CHANGE,
NET OF INCOME TAX PROVISION OF $8,677 13,861 ---
------------- -------------
NET INCOME $ 13,851 $ 777
============= =============
WEIGHTED AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 20,559 20,453
EARNINGS PER COMMON SHARE:
INCOME PER COMMON SHARE BEFORE
CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ --- $ 0.04
CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 0.67 $ ---
INCOME PER COMMON SHARE $ 0.67 $ 0.04
See notes to condensed financial statements.
4
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STILLWATER MINING COMPANY
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1995
------------ ------------
NET CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net income $ 13,851 $ 777
Items of expense not affecting cash 2,002 1,989
Cumulative effect of accounting change (13,861) ---
Changes in working capital and other items (984) (4,739)
------------ ------------
1,008 (1,973)
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES
Capital expenditures (9,389) (6,880)
Net (increase) decrease in
marketable securities 7,971 (44,794)
Other 97 103
------------ ------------
(1,321) (51,571)
NET CASH PROVIDED BY FINANCING ACTIVITIES
Proceeds from capital lease and debt issue 790 ---
Other 11 42
------------ ------------
801 42
------------ ------------
CASH AND CASH EQUIVALENTS
Net increase (decrease) during period 488 (53,502)
Balance at beginning of period 714 56,994
------------ ------------
Balance at end of period $ 1,202 $ 3,492
============ ============
See notes to condensed financial statements.
5
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STILLWATER MINING COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1 - GENERAL
The accompanying interim condensed financial statements have been prepared in
accordance with the instructions for Form 10-Q. In the opinion of management,
all adjustments (consisting of normal recurring adjustments) considered
necessary for a fair presentation of the financial condition and results of
operations have been included. Operating results for the three month period
ended March 31, 1996 are not necessarily indicative of the results which may be
expected for the year ending December 31, 1996. These condensed interim
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's Form 10-K for the year ended
December 31, 1995.
NOTE 2 - MARKETABLE SECURITIES
Marketable securities consisted of U.S. Government obligations and other fixed
rate instruments. As required by Statement of Financial Accounting Standards
No. 115, Accounting for Certain Investments in Debt and Equity Securities, these
securities are carried at amortized cost, which approximates fair value, as the
Company has the ability and intent to hold to maturity.
NOTE 3 - INVENTORIES
Inventories consisted of the following (in thousands):
(Unaudited)
MARCH 31, DECEMBER 31,
1996 1995
----------- ------------
Matte $ 11,231 $ 12,310
Concentrate and in-process 1,345 1,976
Finished goods 429 408
Raw ore 692 551
----------- -----------
13,697 15,245
Materials and supplies 3,456 3,205
----------- -----------
$ 17,153 $ 18,450
=========== ===========
6
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STILLWATER MINING COMPANY
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 4 - PROPERTY, EQUIPMENT AND MINE DEVELOPMENT
Property, equipment and mine development consisted of the following (in
thousands):
(Unaudited)
MARCH 31, DECEMBER 31,
1996 1995
------------ ------------
Equipment $ 29,604 $ 29,253
Facilities 27,396 28,656
Mine development 81,411 54,827
Land 2,159 2,159
Construction-in-process 43,683 37,571
------------ ------------
184,253 152,466
Less: accumulated depreciation
and amortization (37,655) (36,653)
------------ ------------
$ 146,598 $ 115,813
============ ============
Mine development expenditures that benefit future periods are capitalized and
amortized using the units-of-production method based on estimated proven and
probable reserves. In the first quarter of 1996, the Company changed its method
of accounting for mine development expenditures whereby certain indirect costs
related to development activities, which were previously expensed as incurred,
are now capitalized. This change is believed to better present current income
from mining activities because it results in a better matching of expenses with
the revenue generated as a result of those expenses. The effect of the
accounting change on the first quarter of 1996 was to reduce the loss before the
cumulative effect of the accounting change by approximately $861,000 ($.04 per
share) and to increase net income by approximately $14.7 million ($.71 per
share). Assuming the accounting change had been applied retroactively, the
unaudited pro forma effect would be an increase in net income of $741,000 ($.03
per share) in the first quarter of 1995.
NOTE 5 - PRECIOUS METALS HEDGING CONTRACTS
Precious metals hedging contracts included forward sales contracts and put and
call options. On March 29, 1996, the London P.M. Fix was $408.65 per ounce of
platinum and $139.00 per ounce of palladium. At March 31, 1996, the Company's
outstanding hedge contracts were as follows:
1996
Hedged Average Price per
Ounces Ounce
PLATINUM
Forward sales contracts 10,500 $434
Put options purchased 12,000 $420
Call options sold 6,000 $459
PALLADIUM
Forward sales contracts 40,000 $163
Put options purchased 27,000 $145
Call options sold 27,000 $183
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three months ended March 31, 1996 compared to three months ended March 31, 1995
- - -------------------------------------------------------------------------------
Production
----------
Tons milled in the first quarter of 1996 decreased 10% from the first
quarter of 1995 to 95,000 tons, primarily as a result of lower mine production.
Mine production in the first quarter of 1995 was particularly high due to
extensive sub-level development activities. Returnable ounces of platinum and
palladium produced in the first quarter of 1996 declined to 13,000 ounces and
43,000 ounces, respectively, from 14,000 ounces and 45,000 ounces in the
comparable 1995 period. The five percent decrease in ounces produced was less
than the proportionate decrease in tons milled due to higher yield of ounces per
ton milled in the 1996 period. This higher yield was the result of improved
concentrator recoveries which more than offset the lower head grade experienced
in 1996. The lower head grade resulted primarily from the processing of
subgrade stockpiles in addition to mined subgrade material in 1996, whereas
subgrade material was stockpiled in 1995. The extra processing capacity and
operating efficiency of the Company's expanded concentrator make it advantageous
to continue processing all available subgrade material as long as excess
processing capacity exists.
Revenue
-------
Revenue for the first quarter of 1996 was $14.4 million compared to
$13.3 million in the comparable period of the prior year due to higher sales
volume. Sales of platinum and palladium totaled 63,000 ounces in the first
quarter of 1996 compared to 58,000 ounces in the comparable 1995 period. The
increase in sales volume resulted from higher production in the fourth quarter
of 1995 than in the fourth quarter of 1994. Metal sales currently lag
production by approximately three months due to processing time at the Company's
contract refiner.
The average combined realized price of $229 per ounce for the first
quarter of 1996 was unchanged from the first quarter of 1995. First quarter
1996 combined realized prices were eight percent above average spot prices due
to a favorable impact from the Company's metals hedging programs.
First quarter average realized prices were $425 and $155 per ounce for
platinum and palladium, respectively, representing an increase of 1.4 percent
for platinum and a decrease of 0.6 percent for palladium from the first quarter
of 1995.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Costs
-----
Cash costs per ton milled in the first quarter of 1996 were $121, up
$1 from the first quarter of 1995. The unfavorable impact of a 10% decrease in
tons milled was offset by the change in accounting for mine development
expenditures. Total costs per ton milled increased to $139 in the first quarter
of 1996 from $134 in the comparable 1995 period due primarily to additional
depreciation charges resulting from 1995 capital spending.
Cash costs per ounce produced in the first quarter of 1996 were $208,
down $7 from the first quarter of 1995, and total costs per ounce produced were
$238, down $2. Both comparisons reflect the changes in costs per ton milled
discussed above, combined with higher yield of ounces per ton milled in the 1996
period.
Costs per ounce produced differ from costs per ounce sold due to the
three month lag between matte production and release of metal for sale by the
Company's contract refiner. Substantially all second quarter revenue and
related costs of metals sold will be derived from the sale of inventory on hand
at March 31, 1996.
Earnings
--------
The Company reported operating income of $18,000 for the first quarter
of 1996 compared with operating income of $495,000 for the same period of 1995.
The decrease was primarily attributable to an increase in depreciation and
amortization in 1996.
The Company's net loss before the cumulative effect of the accounting
change for the first quarter of 1996 was $10,000, compared to net income of
$777,000, or $0.04 per share, for the corresponding period of 1995. Lower
operating income and reduced interest earnings combined to produce the decrease.
Interest earnings during the first quarter of 1996 were impacted by a 64%
decline in cash and short-term investments from the comparable 1995 period,
resulting from spending on the Company's expansion program in 1995.
In the first quarter of 1996, the Company implemented a change in
accounting policy whereby certain indirect mining costs, which support
capitalized development activities and were expensed as incurred, are now
capitalized. This change in accounting results in a better matching of revenues
and expenses as these development costs, which primarily relate to mine
infrastructure and benefit future periods, are capitalized and amortized over
proven and probable reserves. In addition to the cumulative effect upon
adoption, the effect of this change in the first quarter of 1996 was to reduce
production costs and increase operating income by approximately $1.4 million.
The cumulative effect after income taxes of the accounting change as of January
1, 1996 was $13.9 million. Net income after the cumulative effect of the
accounting change was $13.9 million or $0.67 per share.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
-------------------------------
At March 31, 1996, the Company had cash and short-term investments of
$17.2 million and net availability of $9.6 million under a line of credit
facility. Cash and short-term investments decreased during the first three
months of 1996, primarily as a result of $9.4 million of capital expenditures,
partially offset by cash flows from operations of $1.0 million and cash proceeds
from equipment leasing of $0.8 million.
The Company recently received a commitment from N. M. Rothschild and
Sons Limited ("Rothschild"), to replace its existing $15 million line of credit
with a new revolving credit facility of up to $30 million, which will be divided
between Tranches A and B. Rothschild has agreed to underwrite one-half of the
new revolving credit facility subject to syndication of the remaining half.
Tranche A availability will be determined in accordance with a metals inventory
borrowing base calculation. Tranche B drawing is not subject to a borrowing
base and includes additional covenants when compared to Tranche A drawing.
On April 29, 1996, the Company sold $50 million of its 7% Convertible
Subordinated Notes Due 2003, resulting in net proceeds of approximately $48
million.
The Company expects to invest, over the next twelve months,
approximately $39 million principally toward the expansion of mining and
processing capacity to 2,000 tons per day.
Based on the cash and short-term investments on hand, expected cash
flows from operations, the availability of funds under the Company's line of
credit and expected proceeds from additional equipment leasing and other
financings, management believes that there is sufficient liquidity to implement
its current expansion plans and to meet operating needs for the foreseeable
future.
Convertible Note Offering
-------------------------
On April 29, 1996, the Company sold $50 million of its 7% Convertible
Subordinated Notes Due 2003 (the "Convertible Notes"), maturing on May 1, 2003.
On May 9, 1996, the initial purchaser notified the Company that the initial
purchaser would exercise its over-allotment option to purchase an additional
$1,450,000 principal amount of the Convertible Notes. The closing for the
purchase of these additional Convertible Notes occurred on May 14, 1996. The
Convertible Notes are unsecured, subordinated obligations.
The Convertible Notes will be redeemable, in whole or in part, at the
option of the Company beginning on May 1, 1999. The Convertible Notes will be
convertible, subject to prior redemption, at the option of holders at any time
after 90 days following the date of original issuance and prior to maturity,
into shares of the Company's common stock at a conversion price of $26.80 per
share, subject to adjustment in certain events.
In connection with the offering of the Convertible Notes, the Company
agreed to file a shelf registration statement under the Securities Act of
1933, as
10
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amended, relating to the resale of the Convertible Notes and the common stock
issuable upon conversion no later than December 15, 1996, with such registration
statement to be declared effective by the Securities and Exchange Commission no
later than February 15, 1997. If the Company is unable to comply with these
obligations, the interest rate on the Convertible Notes will be increased until
such time as the registration statement is filed or declared effective, as the
case may be.
The Company intends to use the net proceeds from the offering of the
Convertible Notes for general corporate purposes, including gaining access to
the ore body at, and the continued evaluation of, the East Boulder site, the
commissioning of a detailed feasibility study for the proposed development at
East Boulder, the further development of the Stillwater Mine, and for working
capital. Pending the use of the net proceeds from the offering of Convertible
Notes, the Company intends to invest such proceeds in short-term, interest-
bearing bank deposits and investment grade securities.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
-----------------
During the period covered by this report, there were no legal
proceedings instituted that are reportable, and there were no material
developments in connection with any legal proceedings previously reported on the
Company's Form 10-K for the year ended December 31, 1995.
Item 2. Changes in Securities.
---------------------
None
Item 3. Defaults Upon Senior Securities.
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
None
Item 5. Other Information.
-----------------
None
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits:
4.1 Indenture, dated as of April 29, 1996, between Stillwater
Mining Company and Colorado National Bank, as Trustee
(incorporated by reference to Exhibit 4.1 to Form 8-K filed
on April 30, 1996).
4.2 Registration Agreement, dated April 29, 1996, by and between
Stillwater Mining Company and Salomon Brothers Inc
(incorporated by reference to Exhibit 4.2 to Form 8-K filed
on April 30, 1996).
18 Letter from Price Waterhouse LLP, dated May 14, 1996,
regarding change in accounting principles.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended March
31, 1996.
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf of the undersigned
thereunto duly authorized.
STILLWATER MINING COMPANY
(Registrant)
Date: May 14, 1996 By: /s/ Charles R. Engles
---------------------
Charles R. Engles
Chairman and Chief Executive Officer
Date: May 14, 1996 By: /s/ R. Daniel Williams
----------------------
R. Daniel Williams
Vice President and Chief Financial
Officer
(Principal Financial Officer)
Date: May 14, 1996 By: /s/ Carl W. McSpadden
---------------------
Carl W. McSpadden
Controller (Principal Accounting
Officer)
13
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[LETTERHEAD OF PRICE WATERHOUSE LLP APPEARS HERE]
May 14, 1996
To the Board of Directors of
Stillwater Mining Company
We have been furnished with a copy of the Company's Form 10-Q for the quarter
ended March 31, 1996. Note 4 therein describes a change in the method of
accounting for mine development expenditures, from expensing as incurred certain
indirect costs relating to development activities to capitalizing such costs.
It should be understood that the preferability of one acceptable method of
capitalizing mine development expenditures over another has not been addressed
in any authoritative accounting literature and in arriving at our opinion
expressed below, we have relied on management's business planning and judgment.
Based upon our discussions with management and the stated reasons for the
change, we believe that such change represents, in your circumstances, the
adoption of a preferable alternative accounting principle for mine development
expenditures in conformity with Accounting Principles Board Opinion No. 20.
We have not made an audit in accordance with generally accepted auditing
standards of the financial statements of Stillwater Mining Company for the
three-month periods ended March 31, 1996 or 1995, respectively, and,
accordingly, we express no opinion thereon or on the financial information filed
as part of the Form 10-Q of which this letter is to be an exhibit.
/s/ PRICE WATERHOUSE LLP
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> MAR-31-1996 MAR-31-1995
<CASH> 1,202,000 714,000
<SECURITIES> 15,962,000 23,933,000
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 17,153,000 18,450,000
<CURRENT-ASSETS> 36,248,000 44,974,000
<PP&E> 184,253,000 152,466,000
<DEPRECIATION> 37,655,000 36,653,000
<TOTAL-ASSETS> 184,315,000 162,175,000
<CURRENT-LIABILITIES> 8,911,000 10,370,000
<BONDS> 1,637,000 1,637,000
0 0
0 0
<COMMON> 201,000 201,000
<OTHER-SE> 145,966,000 132,104,000
<TOTAL-LIABILITY-AND-EQUITY> 184,315,000 162,175,000
<SALES> 14,398,000 13,260,000
<TOTAL-REVENUES> 14,590,000 14,103,000
<CGS> 13,940,000 12,373,000
<TOTAL-COSTS> 14,380,000 12,765,000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 226,000 74,000
<INCOME-PRETAX> (16,000) 1,264,000
<INCOME-TAX> 6,000 (487,000)
<INCOME-CONTINUING> (10,000) 777,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 13,861,000 0
<NET-INCOME> 13,851,000 777,000
<EPS-PRIMARY> 0.67 0.04
<EPS-DILUTED> 0.67 0.04
</TABLE>