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 September 30, 1997
OR
o 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 0-25372
COTELLIGENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3173918
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 California Street, Suite 2050
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 439-6400
(Registrant's telephone number, including area code)
N/A
(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
At November 12, 1997 there were 10,815,621 shares of common stock
outstanding.
<PAGE>
COTELLIGENT GROUP, INC.
INDEX
Part I - Financial Information
<TABLE>
<CAPTION>
Item 1. Financial Statements PAGE
<S> <C>
Cotelligent Group, Inc.
Balance Sheet at March 31, 1997 and September 30, 1997
(Unaudited) 3
Statement of Operations for the Three and Six
Months Ended September 30, 1996 and 1997 (Unaudited) 4
Statement of Cash Flows for the Six Months Ended September 30,
1996 and 1997 (Unaudited) 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
Part II - Other Information
Signatures 13
</TABLE>
<PAGE>
COTELLIGENT GROUP, INC.
CONSOLIDATED BALANCE SHEET
(In Thousands, Except Share Amounts)
<TABLE>
<CAPTION>
March 31, September 30,
ASSETS 1997 1997
--------------- ----------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents.................................. $ 2,244 $ 1,764
Accounts receivable including unbilled accounts of
$$5,535 and $9,834 net.................................. 29,153 39,788
Notes receivable.......................................... 75 79
Prepaid expenses and other current assets.................. 1,280 1,916
--------------- ----------------
Total current assets..................................... 32,752 43,547
Property and equipment, net................................... 4,899 5,626
Deferred income taxes......................................... 61 61
Goodwill, net of accumulated amortization of $38 and $99 2,649 6,997
Other assets.................................................. 336 151
=============== ================
Total assets............................................. $ 40,697 $ 56,382
=============== ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt............................................ $ 4,087 $ 8,477
Accounts payable........................................... 2,149 2,455
Accrued compensation and related payroll liabilities....... 8,667 14,224
Income taxes payable....................................... 260 563
Deferred income taxes...................................... 768 984
Other accrued liabilities.................................. 2,050 3,095
--------------- ----------------
Total current liabilities................................ 17,981 29,798
Long-term debt................................................ 163 100
Other long-term liabilities................................... 289 250
--------------- ----------------
Total liabilities........................................ 18,433 30,148
--------------- ----------------
Commitments and contingencies.....................................
Stockholders' equity:
Common Stock, $0.01 par value; 100,000,000 shares
authorized 9,730,786 and 9,789,740 shares
outstanding, respectively................................ 97 98
Additional paid-in capital................................. 18,765 19,001
Retained earnings.......................................... 3,402 7,135
--------------- ----------------
Total stockholders' equity............................... 22,264 26,234
--------------- ----------------
Total liabilities and stockholders' equity............... $ 40,697 $ 56,382
=============== ================
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
COTELLIGENT GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In Thousands Except Share and Per Share Data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1996 1997 1996 1997
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues......................................... $ 35,127 $ 49,775 $ 67,091 $ 96,108
Cost of services................................. 24,481 35,128 47,426 67,840
------------ ------------ ------------ ------------
Gross profit ............................... 10,646 14,647 19,665 28,268
Non-recurring transaction costs.................. 543 - 788 -
Selling, general and administrative expenses 8,216 11,374 15,480 21,979
------------ ------------ ------------ ------------
Operating income........................... 1,887 3,273 3,397 6,289
Other (income) expense:
Interest expense............................. 73 68 185 176
Interest income.............................. (79) (3) (208) (7)
Other ....................................... (34) (3) (56) 1
------------ ------------ ------------ ------------
Total other ............................. (40) 62 (79) 170
------------ ------------ ------------ ------------
Income before provision for income taxes ........ 1,927 3,211 3,476 6,119
Provision for income taxes....................... 615 1,252 1,855 2,386
------------ ------------ ------------ ------------
Net income...................................... $ 1,312 $ 1,959 $ 1,621 $ 3,733
============ ============ ============ ============
Earnings per share.............................. $ 0.13 $ 0.20 $ 0.16 $ 0.38
============ ============ ============ ============
Weighted average shares outstanding....... 9,936,288 9,895,015 9,917,275 9,860,437
============ ============ ============ ============
Pro forma net income (adjusted
for income taxes - Note 4)................. $ 1,137 $ 2,051
============ ============
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements
<PAGE>
COTELLIGENT GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
---------------------------------------
September 30, September 30,
1996 1997
------------------ -----------------
<S> <C> <C>
Cash flows from operating activities:
Net income...................................................... $ 1,621 $ 3,733
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization............................ 437 532
Provision for doubtful accounts.............................. - 346
Deferred income taxes, net ................................... 27 216
Changes in current assets and liabilities:
Accounts receivable .................................... (1,760) (10,981)
Prepaid expenses and other current assets.............. (394) (640)
Accounts payable and accrued expenses................ 1,691 6,908
Income taxes payable ................................... (866) 303
Increase (decrease) in other liabilities ............... (272) (39)
Changes in other assets....................................... (20) 185
------------------ -----------------
Net cash provided by operating activities............... 464 563
------------------ -----------------
Cash flows from investing activities:
Purchases of property and equipment .............................. (1,495) (1,139)
Purchase of Company net of cash................................... - (4,468)
Proceeds on sales of assets....................................... 280 -
Net repayments from related parties.............................. 100 -
------------------ -----------------
Net cash used in investing activities........................ (1,115) (5,607)
------------------ -----------------
Cash flows from financing activities:
Payments to related parties..................................... (244) -
Payments on long-term debt........................................ (195) (63)
Net borrowings (repayments) on short-term debt ................... (2,553) 4,390
Net proceeds from issuance of Common Stock ....................... 46 237
Distribution to former Stockholders............................... (1,044) -
----------------- ------------------
Net cash provided by (used in) financing activities........... (3,990) 4,564
------------------ -----------------
Net increase decrease) in cash and cash equivalents............... (4,641) (480)
Cash and cash equivalents at beginning of period .................. 14,674 2,244
------------------ -----------------
Cash and cash equivalents at end of period........................ $ 10,033 $ 1,764
================== =================
Supplemental disclosures of cash flow information:
Interest paid..................................................... $ 180 $ 176
Income taxes paid................................................ $ 2,117 $ 2,652
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
<PAGE>
COTELLIGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(In Thousands, Except Share and Per share Data)
(Unaudited)
Note 1 - Business Organization and Basis of Presentation
Cotelligent Group, Inc. ("Cotelligent" or the "Company") was formed in
February 1993 to acquire, own and operate software professional services
businesses specializing in providing information technology ("IT") consultants
on a contract basis and consulting and outsourcing services to businesses with
complex IT operations.
On February 20, 1996, Cotelligent acquired four companies (the
"Founding Companies") simultaneously with the initial public offering of its
Common Stock (the "Offering"). These acquisitions were accounted for on a
historical cost basis. During fiscal 1997, the Company acquired six businesses
accounted for under the-pooling-of-interests method (the "Pooled Companies"). In
addition, during fiscal 1997, the Company acquired two businesses and during the
first six months of fiscal 1998 acquired one business, accounted for under the
purchase method (the "Purchased Companies"). The operating results of the
Founding and Purchased Companies are included subsequent to their respective
acquisition dates.
Note 2 - Summary of Significant Accounting Policies
The accompanying interim financial statements do not include all
disclosures included in the financial statements for the fiscal years ended
March 31, 1995, 1996 and 1997 as included on Cotelligent's Annual Report on Form
10-K for the year ended March 31, 1997 ("Form 10-K"), and therefore should be
read in conjunction with the financial statements included on Form 10-K.
In the opinion of management, the interim financial statements filed as
part of this Quarterly Report on Form 10-Q reflect all adjustments, consisting
only of normal recurring accruals, necessary for a fair presentation of the
financial position and the results of operations and of cash flows for the
interim periods presented.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
share". This statement establishes standards for comparing and presenting
earnings per share ("EPS"). SFAS 128 simplifies the standards for computing EPS
and makes the presentation comparable to international EPS standards by
replacing the presentation of primary EPS with a presentation of basic EPS. It
also requires dual presentation of basic and dilutive EPS on the face of the
income statement. Basic EPS excludes dilution and is computed by dividing income
available to common shareholders by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur if securities or other contracts to issue common stock were
exercised or converted into common stock. This Statement is required to be
adopted by the Company during fiscal 1998.
<PAGE>
COTELLIGENT GROUP, INC.
NOTES TO FINANCIAL STATEMENTS
(In Thousands, Except Share and Per share Data)
(Unaudited)
Note 3 - Changes in Stockholder's Equity
<TABLE>
<CAPTION>
Additional Total
Common Stock Paid-In Retained Stockholders'
--------------------------
Shares Amount Capital Earnings Equity
----------- ---------- ------------ ------------- ----------------
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1997...... 9,730,786 $ 97 $ 18,765 $ 3,402 $ 22,264
Issuance of Common Stock...... 27,642 1 194 - 195
Net income .................... - - - 1,774 1,774
----------- ---------- ------------ ------------- ----------------
Balance at June 30, 1997......... 9,758,428 98 18,959 5,176 24,233
Issuance of Common Stock...... 31,312 - 42 - 42
Net Income........................ - - - 1,959 1,959
----------- ---------- ------------ ------------- ----------------
Balance at September 30, 1997 9,789,740 $ 98 $ 19,001 $ 7,135 $ 26,234
=========== ========== ============ ============= ================
</TABLE>
Note 4 - Unaudited Pro Forma Income Tax Information
Prior to their acquisitions in fiscal 1997, certain companies were S
corporations and, accordingly, the financial statements did not reflect a
provision for income taxes, as income taxes were the responsibility of the
individual stockholders. Effective with these acquisitions, the companies
terminated their respective S corporation status. The following unaudited pro
forma income tax information is presented in accordance with Statement of
Financial Accounting Standards No. 109 as if the companies had been C
corporations subject to federal and state income taxes throughout the periods
presented.
<TABLE>
<CAPTION>
(In Thousands)
Three Months Ended Six Months Ended
September 30, 1996 September 30, 1996
------------------------ ----------------------
<S> <C> <C>
Income before provision for income taxes.................. $ 1,927 $ 3,476
Provision for income taxes................................ 790 1,425
------------------------ ----------------------
Pro forma net income...................................... $ 1,137 $ 2,051
======================== ======================
</TABLE>
Note 5 - Subsequent Events
The Company acquired three IT consulting companies on October 31, 1997.
These acquisitions will be accounted for as poolings-of-interests. Additionally,
the Company acquired one IT consulting company on November 6, 1997, which
will be accounted for as a purchase.
<PAGE>
ITEM 2
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Overview
Cotelligent was formed in February 1993 to acquire, own and operate
software professional services businesses specializing in providing IT
consultants on a contract basis and consulting and outsourcing services to
businesses with complex IT operations. On February 20, 1996, Cotelligent
acquired four companies (the "Founding Companies") simultaneously with the
initial public offering of its Common Stock ( the "Offering"). Prior to this
date Cotelligent was a non-operating entity.
During fiscal 1997, the Company acquired six businesses accounted for
under the-pooling-of-interests method (the "Pooled Companies"). In addition,
during fiscal 1997, the Company acquired three businesses and during the first
six months of fiscal 1998 acquired one business, accounted for under the
purchase method (the "Purchased Companies"). The operating results of the
Founding and Purchased Companies are included subsequent to their respective
acquisition dates.
The Company derives substantially all of its revenues from professional
service activities. The majority of these activities are provided under "time
and expense" billing arrangements, and revenues are recorded as work is
performed. Revenues are directly related to the total number of hours billed to
clients and the associated hourly billing rates. Hourly billing rates are
established for each service professional and such rates are a function of the
professional's skills, experience and the type of work performed. The Company's
principal costs are professional compensation directly related to the
performance of services and related expenses. Gross profits (revenues after
professional compensation and related expenses) are primarily a function of
hours billed to clients per professional employee or consultant, hourly billing
rates of those employees or consultants and employee or consultant compensation
relative to those billing rates. Gross profits can be adversely impacted if
service activities cannot be billed, if the Company is not effective in managing
its service activities, if fixed-fee engagements (which historically have not
constituted a significant portion of total revenues) are not properly priced or
if there are high levels of unutilized time (work activities not chargeable to
clients or unrelated to client services) of full-time service professional
employees. Operating income (gross profit less selling, general and
administrative expenses) can be adversely impacted by increased administrative
staff compensation, expenses related to growing and expanding the Company's
business, which may be incurred before revenues or economics of scale are
generated from such investment.
As part of its strategic plan, the Company intends to acquire other
software professional services businesses. Should the Company be successful in
acquiring such businesses, the period in which such acquisition is consummated
could be adversely impacted by costs associated with such acquisitions. In
addition, financial periods subsequent to the completion of an acquisition could
be adversely impacted by costs and activities associated with the assimilation
and integration of the acquired company.
As a professional services organization, the Company responds to service
demands from its clients. Accordingly, the Company has limited control over the
timing and circumstances under which its services are provided. Therefore, the
Company can experience volatility in its operating results from quarter to
quarter. The operating results for any quarter are not necessarily indicative of
the results for any future period. The Company generally experiences a reduction
in gross profit in the first calendar quarter due to employment related taxes.
<PAGE>
HISTORICAL COMBINED RESULTS OF OPERATIONS
Three Months Ended September 30, 1997 Compared to
Three Months Ended September 30, 1996
Revenues
Revenues increased $14.6 million, or 42%, to $49.8 million in the
second quarter of fiscal 1998 from $35.1 million in the second quarter of fiscal
1997. The increase was primarily attributable to a 32% increase in total client
service hours provided to 801,000 hours in the second quarter of 1998 from
609,000 hours in the second quarter of 1997, and a 7.9% increase in the average
hourly billing rate to $61.10 in the second quarter of 1998 from $56.61 in the
second quarter of 1997. The increase in hourly billing rate reflects increased
demand for professional staff and consultants with higher skill levels and a
more favorable economic climate. The increases discussed above were in addition
to an increase in placement fee revenues generated to $544,000 in the second
quarter of 1998 from $403,000 in the second quarter of 1997.
Gross Profit
Gross profit increased $4.0 million, or 38%, to $14.6 million in the
second quarter of 1998 from $10.6 million in the second quarter of 1997,
primarily due an increase in hours of service provided to clients. Gross margin
as a percentage of revenues decreased to 29.4% in the second quarter of 1998
from 30.3% in the second quarter of 1997, principally due to a lower gross
margin inherent in the Purchased Companies.
Non - Recurring Transaction Costs
Non-recurring transaction costs include expenditures associated with
the acquisition of the Pooled Companies.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $3.2 million, or
38%, to $11.4 million in the second quarter of 1998 from $8.2 million in the
second quarter of 1997. The increase in absolute dollars was primarily due to
increased compensation to existing staff, staff added to support anticipated
growth, additional occupancy costs and an increased level of corporate
activities. Selling, general and administrative expenses decreased as a
percentage of revenues from 23.4% in the second quarter of 1997 to 22.9% in the
second quarter of 1998.
Interest Expense, Net
Interest expense, net of interest income was $65,000 in the second
quarter of 1998. Interest income net of interest expense was $5,000 in the
second quarter of 1997, due to the cash provided from the Offering.
Provision for Income Taxes
The Company's provision for income taxes was $1.3 million in the second
quarter of 1998, which reflects a provision on pre-tax income of 39%. The
Company's provision for income taxes was $0.6 million for the second quarter
1997 at a rate of 32% due to recognition of the benefit associated with a net
operating loss carryforward.
<PAGE>
HISTORICAL COMBINED RESULTS OF OPERATIONS
Six Months Ended September 30, 1997 Compared to
Six Months Ended September 30, 1996
Revenues
Revenues increased $29.0 million, or 43%, to $96.1 million in the first
half of 1998 from $67.1 million in the first half of 1997. The increase was
primarily attributable to a 34% increase in total client service hours provided
to 1,565,000 hours in the first half of 1998 from 1,170,000 hours in the first
half of 1997, and a 7.4% increase in the average hourly billing rate to $60.38
in the first half of 1998 from $56.21 in the first half of 1997. The increase in
hourly billing rate reflects increased demand for professional staff and
consultants with higher skill levels and a more favorable economic climate. The
increases discussed above were in addition to an increase in placement fee
revenues generated to $990,000 in the first half of 1998 from $810,000 in the
first half 1997.
Gross Profit
Gross profit increased $8.6 million, or 44%, to $28.3 million in the
first half of 1998 from $19.7 million in the first half of 1997, primarily due
an increase in hours of service provided to clients. Gross margin as a
percentage of revenues increased to 29.4% in the first half of 1998 from 29.3%
in the first half of 1997, principally due to a greater increase in billing
rates compared to the increase in the cost of services rate.
Non - Recurring Transaction Costs
Non-recurring transaction costs include expenditures associated with
the acquisition of the Pooled Companies.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $6.5 million, or
42.0%, to $22.0 million in the first half of 1998 from $15.5 million in the
first half of 1997. The increase in absolute dollars was primarily due to
increased compensation to existing staff, staff added to support anticipated
growth, additional occupancy costs and an increased level of corporate
activities. Selling, general and administrative expenses decreased as a
percentage of revenues from 23.0% in the first half of 1997 to 22.9% in the
first half of 1998.
Interest Expense, Net
Interest expense, net of interest income was $169,000 in the first half
of 1998. Interest income net of interest expense was $23,000 in the first half
of 1997, due to the cash provided from the Offering.
Provision for Income Taxes
The Company's provision for income taxes was $2.4 million in the first
half of 1998, which reflects a provision on pre-tax income of 39%. The Company's
provision for income taxes was $1.9 million for the first half 1997 at a rate of
53% due to the recognition of deferred income taxes on the conversion from the
cash to accrual method by certain of the Pooled Companies.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company has financed its growth principally through cash flows from
operations, periodic borrowings under its credit facilities and cash generated
from the Offering.
The Company's primary source of liquidity is the collection of its
accounts receivable. Accounts receivable have grown as the Company's operations
have grown. Receivables increased to 62 days of revenue at September 30, 1997
from 59 days of revenue at March 31, 1997. Should the Company not be able to
bill and collect for its services on a timely basis, the Company could use
utilize existing cash on hand or draw upon available credit facilities to
finance its operations.
Cash flow provided by operating activities was $563,000 for the six
months ended September 30, 1997. During this period the Company utilized this
cash plus a portion of existing cash balances to acquire $1.1 million of fixed
assets and purchase a company for $4.5 million. The average balance of such
borrowings outstanding was approximately $3.5 million and approximately $2.8
million during the six months of 1998 and 1997, respectively.
At September 30, 1997, the Company had $1.8 million in cash and cash
equivalents as compared to $2.2 million at March 31, 1997. At September 30,
1997, the Company had $8.5 million outstanding borrowings under its bank
revolving credit facilities. The Company's entered into a new credit facility
(the "Facility"), which provides $40.0 million for the Company, secured by
accounts receivable and other assets of the Company. Indebtedness under the
Facility bears interest at a base rate or LIBOR plus an applicable margin. The
Facility includes financial covenants with respect to maximum leverage, minimum
profitability and debt service ratio. Long-term obligations, consisting of
capital lease obligations and equipment loans, totaled $100,000 at September 30,
1997 compared to $163,000 at March 31, 1997.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is, from time to time, a party to litigation arising in
the normal course of its business. The Company is not presently
subject to any material litigation.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
(A.) The Company held its annual meeting of stockholders on
September 9, 1997
The following is a brief description of each matter voted upon at
the annual meeting:
1. Elections of three directors to serve for a three-year term expiring at
the annual meeting in 2000.
For Against Abstain
Anthony M. Frank 7,070,622 210,003 0
James R. Lavelle 6,850,150 430,475 0
Susan E. Trice 7,220,734 59,891 0
2. Elections of one director to serve for a two-year term expiring at the
annual meeting in 1999.
For Against Abstain
Christy L. Cooper 7,116,554 164,071 0
3. Approve the appointment of Price Waterhouse LLP as the Company's
independent certified public accountants.
For 7,145,689
Against 10,966
Abstain 123,970
(D.) N/A
Item 5. Other Information.
None.
Item 6 Exhibits and Reports on Form 8-K.
(A.) Exhibits.
(B.) Reports on Form 8K
The following report on Form 8-K was filed during the
quarter ended September 30, 1997:
Cotelligent Group, Inc. files the Company's Shareholder
Rights Program - September 24, 1997
<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.
COTELLIGENT GROUP, INC
November 14, 1997 By : /s/ Curtis J. Parker
----------------------
Curtis J. Parker
Vice President and Chief
Accounting Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COTELLIGENT GROUP, INC. CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED
SEPTEMBER 30, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> US Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> JUL-1-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1
<CASH> 1764
<SECURITIES> 0
<RECEIVABLES> 40471
<ALLOWANCES> 683
<INVENTORY> 0
<CURRENT-ASSETS> 43547
<PP&E> 9516
<DEPRECIATION> 3890
<TOTAL-ASSETS> 56382
<CURRENT-LIABILITIES> 29798
<BONDS> 0
0
0
<COMMON> 98
<OTHER-SE> 26136
<TOTAL-LIABILITY-AND-EQUITY> 56382
<SALES> 49775
<TOTAL-REVENUES> 49775
<CGS> 35128
<TOTAL-COSTS> 11374
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 68
<INCOME-PRETAX> 3211
<INCOME-TAX> 1252
<INCOME-CONTINUING> 1959
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1959
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0
</TABLE>
