<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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, 2000
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 NO. 0-28178
CARBO CERAMICS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 72-1100013
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
600 E. LAS COLINAS BOULEVARD
SUITE 1520
IRVING, TEXAS 75039
(Address of principal executive offices)
(972) 401-0090
(Registrant's telephone number)
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 May 1, 2000, 14,633,750 shares of the registrant's Common Stock,
par value $.01 per share, were outstanding.
<PAGE> 2
CARBO CERAMICS INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets - 3
March 31, 2000 (Unaudited) and December 31, 1999
Consolidated Statements of Income 4
(Unaudited) - Three months ended March 31, 2000 and 1999
Consolidated Statements of Cash Flows 5
(Unaudited) - Three months ended March 31, 2000 and 1999
Notes to Consolidated Financial Statements (Unaudited) 6-7
Item 2. Management's Discussion and Analysis of Financial 8-9
Condition and Results of Operations
PART II. OTHER INFORMATION
Item 1. Legal proceedings 10
Item 2. Changes in securities 10
Item 3. Defaults upon senior securities 10
Item 4. Submission of matters to a vote of security-holders 10
Item 5. Other information 10
Item 6. Exhibits and reports on Form 8-K 10
Signatures 11
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CARBO CERAMICS INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
MARCH 31, DECEMBER 31,
2000 1999
---------- ------------
(UNAUDITED)
($ IN THOUSANDS)
<S> <C> <C>
Current assets:
Cash and cash equivalents ...................................... $ 268 $ 193
Trade accounts receivable ...................................... 14,512 10,883
Refundable income taxes ........................................ -- 288
Inventories:
Finished goods ............................................... 6,253 7,123
Raw materials and supplies .................................. 4,831 4,154
-------- --------
Total inventories .......................................... 11,084 11,277
Prepaid expenses and other current assets ...................... 558 481
Deferred income taxes .......................................... 812 687
-------- --------
Total current assets ......................................... 27,234 23,809
Property, plant and equipment:
Land and land improvements ..................................... 944 944
Buildings ...................................................... 7,378 7,378
Machinery and equipment ........................................ 91,265 90,092
Construction in progress ....................................... 667 1,298
-------- --------
Total ........................................................ 100,254 99,712
Less accumulated depreciation .................................. 18,216 16,541
-------- --------
Net property, plant and equipment ............................ 82,038 83,171
-------- --------
Total assets ................................................... $109,272 $106,980
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank borrowings ................................................ $ 1,400 $ 1,809
Accounts payable ............................................... 1,689 1,477
Accrued payroll and benefits ................................... 1,077 1,954
Accrued freight ................................................ 2,139 1,545
Accrued utilities .............................................. 637 451
Accrued income taxes ........................................... 315 --
Other accrued expenses ......................................... 384 221
-------- --------
Total current liabilities .................................... 7,641 7,457
Deferred income taxes ............................................. 6,864 6,123
Shareholders' equity:
Preferred Stock, par value $0.01 per share, 5,000 shares
authorized: none outstanding ................................. -- --
Common Stock, par value $0.01 per share, 40,000,000 shares
authorized: 14,602,000 shares issued and outstanding ......... 146 146
Additional paid-in capital ..................................... 42,919 42,919
Retained earnings .............................................. 51,702 50,335
-------- --------
Total shareholders' equity ................................... 94,767 93,400
-------- --------
Total liabilities and shareholders' equity ..................... $109,272 $106,980
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
CARBO CERAMICS INC.
CONSOLIDATED STATEMENTS OF INCOME
($ in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
Revenues ......................................... $ 22,101 $ 20,078
Cost of goods sold ............................... 15,354 10,076
-------- --------
Gross profit ..................................... 6,747 10,002
Selling, general and administrative expenses...... 2,824 3,205
Plant start-up costs ............................. 27 360
-------- --------
Operating profit ................................. 3,896 6,437
Other income (expense):
Interest, net ................................. (28) (32)
Other, net .................................... (19) 1
-------- --------
.................................................. (47) (31)
-------- --------
Income before income taxes ....................... 3,849 6,406
Income taxes ..................................... 1,387 2,307
-------- --------
Net income ....................................... $ 2,462 $ 4,099
======== ========
Earnings per share:
Basic ......................................... $ 0.17 $ 0.28
======== ========
Diluted ....................................... $ 0.17 $ 0.28
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
CARBO CERAMICS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
($ in thousands)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
2000 1999
-------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net income ................................................ $ 2,462 $ 4,099
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation ......................................... 1,675 570
Deferred income taxes ................................ 616 (84)
Changes in operating assets and liabilities:
Trade accounts receivable .......................... (3,629) (3,387)
Inventories ........................................ 193 1,241
Prepaid expenses and other current assets .......... (77) (9)
Accounts payable ................................... 212 470
Accrued payroll and benefits ....................... (877) (1,232)
Accrued freight .................................... 594 135
Accrued utilities .................................. 186 18
Accrued income taxes ............................... 603 2,386
Other accrued expenses ............................. 163 (123)
------- -------
Net cash provided by operating activities ................. 2,121 4,084
INVESTING ACTIVITIES
Purchases of property, plant and equipment ................ (542) (8,046)
------- -------
Net cash used in investing activities ..................... (542) (8,046)
FINANCING ACTIVITIES
Proceeds from bank borrowings ............................. 5,273 6,454
Repayments on bank borrowings ............................. (5,682) (1,800)
Dividends paid ............................................ (1,095) (1,095)
------- -------
Net cash provided by (used in) financing activities........ (1,504) 3,559
------- -------
Net increase (decrease) in cash and cash equivalents....... 75 (403)
Cash and cash equivalents at beginning of period .......... 193 622
------- -------
Cash and cash equivalents at end of period ................ $ 268 $ 219
======= =======
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid ............................................. $ 29 $ 32
======= =======
Income taxes paid ......................................... $ 168 $ 5
======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
CARBO CERAMICS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of CARBO
Ceramics Inc. have been prepared in accordance with accounting principles
generally accepted in the United States 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 accounting principles generally accepted in the United States for complete
financial statements. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments, considered necessary for a fair
presentation have been included. The results of the interim periods presented
herein are not necessarily indicative of the results to be expected for any
other interim period or the full year. These financial statements should be read
in conjunction with the consolidated financial statements and notes thereto for
the year ended December 31, 1999 included in the Company's Form 10-K Annual
Report for the year ended December 31, 1999.
The consolidated financial statements include the accounts of CARBO
Ceramics Inc. and its wholly owned subsidiaries, CARBO Ceramics Sales
Corporation and CARBO Ceramics (UK) Limited. CARBO Ceramics Sales Corporation
was formed on July 31, 1996 under the laws of Barbados. CARBO Ceramics (UK)
Limited was formed on December 19, 1997 under the laws of Scotland. All
significant intercompany transactions have been eliminated.
2. DIVIDENDS PAID
On January 11, 2000, the Board of Directors declared a cash dividend of
$0.075 per common share payable to shareholders of record on January 31, 2000.
The dividend was paid on February 15, 2000.
3. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share for the three months ended March 31, 2000 and 1999 ($ in
thousands, except per share data):
<TABLE>
<CAPTION>
2000 1999
----------- -----------
<S> <C> <C>
Numerator for basic and diluted earnings per share:
Net income ...................................... $ 2,462 $ 4,099
Denominator:
Denominator for basic earnings per share--
weighted-average shares ....................... 14,602,000 14,602,000
Effect of dilutive securities:
Employee stock options ........................ 117,535 1,107
----------- -----------
Dilutive potential common shares ................ 117,535 1,107
----------- -----------
Denominator for diluted earnings per share--
adjusted weighted-average shares .............. 14,719,535 14,603,107
=========== ===========
Basic earnings per share .......................... $ 0.17 $ 0.28
=========== ===========
Diluted earnings per share ........................ $ 0.17 $ 0.28
=========== ===========
</TABLE>
6
<PAGE> 7
4. INCOME TAXES
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
-------- ------------
Deferred tax assets: ($ in thousands)
<S> <C> <C>
Employee benefits .................. $ 220 $ 200
Inventories ........................ 523 457
Other .............................. 69 30
------ ------
Total deferred tax assets .......... 812 687
Deferred tax liabilities:
Depreciation ....................... 6,748 6,007
Other .............................. 116 116
------ ------
Total deferred tax liabilities...... 6,864 6,123
------ ------
Net deferred liabilities ........... $6,052 $5,436
====== ======
</TABLE>
5. BANK BORROWINGS
The Company borrowed against its Secured Revolving Credit Agreement during
the first quarter of 2000 at a weighted-average interest rate of 8.80%. The
balance outstanding at March 31, 2000 was $1,400,000.
6. SUBSEQUENT EVENT
On April 28, 2000, the Company filed a Form S-3 Registration Statement with
the Securities and Exchange Commission offering the sale of up to 2,875,000
shares of common stock. All of the shares of common stock are being sold by
existing shareholders and the Company will not receive any of the proceeds from
the sale of the shares.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended March 31, 2000
Operating results for the first quarter of 2000 reflect a strong recovery in
drilling activity and in the demand for ceramics proppants and depressed
operating margins due to the high cost of production experienced during the
start-up of a new production facility. Management believes that the strong
demand for the Company's products in the first quarter resulted from an
improvement in the domestic natural gas market and that long-term worldwide
demand for natural gas will continue to increase due to the abundance,
relatively low cost and environmental benefits of natural gas as a source of
energy.
Revenues. Revenues for the first quarter 2000 were $22.1 million, a 10% increase
from the first quarter 1999. The increase was due to an 18 percent increase in
sales volume, partially offset by a decrease in the average selling price of our
high-strength products (CARBOHSP(TM) and CARBOPROP(R)).
The number of rigs drilling for natural gas in the U.S. during the first quarter
of 2000 was 43 percent higher than the same period a year earlier and this
increased activity resulted in a 48 percent increase in our domestic sales
volume versus the first quarter 1999. Our sales in the U.S. were the highest
ever recorded for a single quarter since the formation of the Company. Sales
volume in Canada increased 36 percent versus the previous year, also due to
strong natural gas drilling activity. Other international markets, which have
not recovered as quickly from the depressed levels seen in the latter part of
1999, decreased 41 percent versus the first quarter of 1999.
The gains attributable to the increase in volume were partially offset by a
decrease in the average selling price of our high-strength products
(CARBOHSP(TM) and CARBOPROP(R)) as compared to the same period a year ago. This
price erosion occurred during the last half of 1999 and was primarily due to a
weak industry environment and competitive pressures in the South Texas market.
Gross Profit. Gross profit for the quarter was $6.7 million or 31% of sales as
compared to $10.0 million or 50% of sales for the first quarter 1999. The
decrease in gross profit was due to increased manufacturing costs associated
with the start-up of a new production facility in McIntyre, Georgia. This new
facility contains two distinct production lines. The first production line began
operation in June 1999 and demonstrated the ability to run at its full design
capacity by November 1999. At that time, the first production line was shut down
and production was initiated on the second production line. The second line
reached full capacity in March 2000. During this start-up period, each of the
Company's three production facilities operated at less than full capacity
causing production costs to increase. While this operating strategy adversely
affected the Company's operating margins, management believes it will allow the
Company to operate more efficiently in the future.
Gross profit margins were also negatively impacted by the price reduction on
high-strength products versus the first quarter 1999 and the high cost of
trucking lightweight products from the Eufaula and McIntyre facilities to remote
storage facilities in response to product shortages.
Management believes that gross profit margins will increase in the second
quarter of 2000 as the Company operates each of its production facilities at
more efficient levels.
Selling, General and Administrative Expenses and Plant Start-Up Expenses.
Selling, general and administrative expenses were $2.8 million for the first
quarter of 2000 and $3.2 million for the corresponding period of 1999. Expenses
as a percentage of sales decreased from 16.0% in the first quarter of 1999 to
12.8% for the same period in 2000.
Included in 1999 expenses was the write-off of $475,000, representing a portion
of the accounts receivable due from Fracmaster, LTD., a customer that
experienced financial difficulties and obtained a court order under the
Companies Creditors Arrangement Act. 1999 expenses also included $184,000 in
research and development costs related to the development of products for the
foundry industry. Areas of increased SG&A spending during the first quarter 2000
include marketing and distribution costs related to a higher level of sales
activity and legal fees.
8
<PAGE> 9
With the completion of the McIntyre manufacturing facility, plant startup costs
declined by $333,000 versus the first quarter 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents totaled $0.3 million as of March 31, 2000, an increase
of $0.1 million from December 31, 1999. The increase in cash and cash
equivalents was due to cash generated from operations of $2.1 million, net
repayments against the Company's line of credit of $0.4 million, capital
spending of $0.5 million, and cash dividends of $1.1 million. Total borrowings
under the Company's line of credit as of March 31, 2000 were $1.4 million. The
Company is currently engaged in discussions to extend or renew its line of
credit beyond 2000.
The Company believes that existing cash balances and cash generated from
operations will be sufficient to fund its operations, dividend and capital
spending requirements through 2000.
Forward-Looking Information
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. This Form 10-Q, the Company's Form 10-K and
Annual Report to Shareholders, any other Form 10-Q or any Form 8-K of the
Company or any other written or oral statements made by or on behalf of the
Company may include forward-looking statements which reflect the Company's
current views with respect to future events and financial performance. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from such statements. This
document contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 concerning, among other things, the
Company's prospects, developments and business strategies for its operations,
all of which are subject to certain risks, uncertainties and assumptions. These
risks and uncertainties include, but are not limited to, changes in the demand
for oil and natural gas, the development of alternative stimulation techniques
and the development of alternative proppants for use in hydraulic fracturing.
The words "believe", "expect", "anticipate", "project" and similar expressions
identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, each of which speaks only as of
the date the statement was made. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
9
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable
ITEM 2. CHANGES IN SECURITIES
Not applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
Not applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. There were no reports filed on Form 8-K during the three
months ended March 31, 2000.
b. Exhibits
10.1 Amendment to First Amended and Restated Credit Agreement dated
as of February 12, 1998, between Brown Brothers Harriman & Co.
and CARBO Ceramics Inc.
27.1 Financial Data Schedule for the interim year to date period
ended March 31, 2000
10
<PAGE> 11
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.
CARBO CERAMICS INC.
/s/ JESSE P. ORSINI
-------------------------------
Jesse P. Orsini
President
& Chief Executive Officer
/s/ PAUL G. VITEK
-------------------------------
Paul G. Vitek
Vice President, Finance
Date: May 3, 2000
11
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Method of Filing
- ------- ----------------
<S> <C>
10.1 Amendment to First Amended and Restated Credit Agreement
dated as of February 12, 1998 between Brown Brothers
Harriman & Co. and CARBO Ceramics Inc. ........................... Filed herewith electronically
27.1 Financial Data Schedule .......................................... Filed herewith electronically
</TABLE>
<PAGE> 1
EXHIBIT 10.1
THIRD AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT
This Third Amendment to First Amended and Restated Credit Agreement is
made and effective as of March 31, 2000, by and between CARBO CERAMICS INC., a
Delaware corporation (the "Borrower"), and BROWN BROTHERS HARRIMAN & CO., a New
York limited partnership (the "Lender").
WITNESSETH:
WHEREAS, the Lender and the Borrower entered into a First Amended and
Restated Credit Agreement dated as of February 12, 1998 by and between the
Lender and the Borrower (as heretofore amended by that certain First Amendment
dated as of March 31, 1999 and that certain Second Amendment dated as of
December 31, 1999, the "Credit Agreement"), pursuant to which the Lender
committed, among other things, to make loans, advances, and other credit
facilities available to the Borrower;
WHEREAS, the parties desire to amend the Credit Agreement in certain
respects, as hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing, for other valuable
consideration hereby acknowledged, and subject to the other terms and conditions
hereof, the Lender and the Borrower agree that Subsection (c) of Section 5.01 of
the Credit Agreement is hereby amended and restated, effective the date hereof,
as follows:
"(c) Earnings Ratio. Maintain a ratio of its EBITDA to its Fixed
Charges of not less than 1.75 to 1.0 at March 31, 2000,
calculated quarterly on a rolling four (4) quarter basis for
the four (4) quarters immediately preceding the date of such
calculation.
1. By its execution hereof, the Borrower hereby certifies to the Lender
that as of the date hereof (i) all representations and warranties heretofore
made by it under the Credit Agreement and the other Loan Documents are true in
all material respects, (ii) the Borrower does not have or claim to have any
offset, counterclaim, or defense to any of its obligations under the Credit
Agreement or any of the Loan Documents, and (iii) in consideration of and to
induce the Lender's agreement to the terms of this Third Amendment, the Borrower
for itself and its successors and assigns, does hereby RELEASE, ACQUIT, and
FOREVER DISCHARGE the Lender, its partners, officers, employees, agents,
attorneys, other representatives, and all other persons (collectively, the
"Indemnitees") who might be liable, from any and all claims, demands,
<PAGE> 2
liabilities, and causes of action of whatsoever nature, whether in contract or
in tort, or arising under or by virtue of any statute, rule, regulation, or
other laws, for all losses and damages, including but not limited to exemplary
and punitive damages, that have accrued or may ever accrue to the Borrower and
its successors and assigns, and which arise out of, result from, or are caused
by any act or omission of any one or more of the Indemnitees on or prior to the
date hereof in connection with the Loan, the Loan Documents, this Third
Amendment, or any matter or thing in connection therewith or related thereto.
2. Except as expressly set forth herein, all terms and provisions of
the Credit Agreement are hereby confirmed as in full force and effect. The
Borrower expressly agrees by its execution hereof that all benefits created and
conferred by the Credit Agreement cover and extend to all obligations evidenced
and created by the Note, the Credit Agreement as amended hereby, and all
renewals, extensions, and modifications thereof, in whole or in part. All terms
with their initial letters capitalized herein and not otherwise defined herein
have the same meanings set forth in the Credit Agreement.
3. Subject to satisfaction of the requirements for the effectiveness of
this Third Amendment, as set forth in paragraph 4 hereof, and the agreement of
the Borrower to the terms and provisions in this Third Amendment, the Lender
hereby agrees to the foregoing amendment to the Credit Agreement.
4. This Third Amendment shall not be effective until the Lender shall
have received the following, each dated such day and in form and substance
satisfactory to the Lender:
a. This Third Amendment, duly executed by all parties hereto; and
b. Payment by the Borrower of all costs, expenses, and fees, including
but not limited to reasonable attorneys' fees and costs, incurred by
the Lender in connection with this Third Amendment.
5. This Third Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument. In
making proof hereof, it shall not be necessary to produce or account for any
counterpart other than one signed by the party against which enforcement is
sought.
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
-2-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be executed by their respective officers thereunto duly authorized as of the
date first above written.
CARBO CERAMICS INC.
By:
--------------------------------
Print Name:
------------------------
Title:
----------------------------
per pro BROWN BROTHERS HARRIMAN & CO.
By:
--------------------------------
Print Name:
------------------------
Title:
----------------------------
-3-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONSOLIDATED
FINANCIAL STATEMENTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 268
<SECURITIES> 0
<RECEIVABLES> 14,512
<ALLOWANCES> 0
<INVENTORY> 11,084
<CURRENT-ASSETS> 27,234
<PP&E> 100,254
<DEPRECIATION> 18,216
<TOTAL-ASSETS> 109,272
<CURRENT-LIABILITIES> 7,641
<BONDS> 0
0
0
<COMMON> 146
<OTHER-SE> 94,621
<TOTAL-LIABILITY-AND-EQUITY> 109,272
<SALES> 22,101
<TOTAL-REVENUES> 22,101
<CGS> 15,354
<TOTAL-COSTS> 15,354
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 29
<INCOME-PRETAX> 3,849
<INCOME-TAX> 1,387
<INCOME-CONTINUING> 2,462
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,462
<EPS-BASIC> .17
<EPS-DILUTED> .17
</TABLE>
