<PAGE> 1
United States Securities & 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 December 31, 1998
[ ] 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 000-22161
Zindart Limited
(A Hong Kong Corporation)
I.R.S. Employer Identification #: Not Applicable
Flat C&D, 25/F Block 1
Tai Ping Industrial Centre
57 Ting Kok Road, Tai Po
N.T., Hong Kong
011-852-2665-6992
Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
The number of shares of common stock outstanding as of December 31, 1998
was 8,813,625 (including the assumed issuance of 666,667 shares of common stock
reserved for future issuance pursuant to the acquisition of Hua Yang Holdings
Co., Ltd.).
Page 1 of ___
Exhibit Index Page ___
1.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C> <C>
PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS 3
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 9
CONDITION AND RESULTS OF OPERATIONS
PART II OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K 12
SIGNATURE PAGE 13
</TABLE>
2.
<PAGE> 3
REPORTS TO SHAREHOLDERS
Zindart Limited (the "Company") is publishing this report on Form
10-Q in order to provide additional information to the Company's shareholders.
However, the Company, as a foreign private issuer, is not required to publish
these reports on these forms and may discontinue doing so at any time without
prior notice. Moreover, as a foreign private issuer, the Company is and will
remain exempt from Section 14(a), 14(b), 14(c) and 14(f) of the Securities
Exchange Act of 1934 (the "Exchange Act"), and the Company's officers, directors
and principal shareholders are and will remain exempt from the reporting and
"short-swing" profit recovery provisions contained in Section 16 of the Exchange
Act until such time as the Company ceases to be a foreign private issuer.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited consolidated statements of operations for the periods
ended December 31, 1997 were prepared on both a restated basis and pro forma
basis as described in Notes (1) and (2) below. The Company believes that the pro
forma data may better present the Company's historical performance because it
gives retroactive effect to, among other things, the interest expense and
amortization of goodwill resulting from the acquisition referred to in Notes (1)
and (2) below. However, neither the pro forma data nor the restated data are
necessarily indicative of the results that would have been achieved had the
acquisition been effected on the dates indicated. The unaudited consolidated
statements of operations for the three months and nine months ended December 31,
1998, the audited consolidated balance sheet as of March 31, 1998 and the
unaudited consolidated balance sheet as of December 31, 1998 were actual.
Consolidated Statements of Operations
(Unaudited)
(in thousands of United States dollars, except per share amounts)
<TABLE>
<CAPTION>
Actual Pro Forma Basis (1) Restated Basis (2)
----------------------- ----------------------- -----------------------
Three Nine Three Nine Three Nine
Months Months Months Months Months Months
Ended Ended Ended Ended Ended Ended
December 31, December 31, December 31,
1998 1998 1997 1997 1997 1997
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Net sales $ 25,776 $ 90,585 $ 29,982 $ 88,773 $ 29,982 $ 88,773
Cost of sales (18,144) (62,991) (20,759) (61,393) (20,759) (61,393)
----------------------- ----------------------- -----------------------
Gross profit 7,632 27,594 9,223 27,380 9,223 27,380
Selling, general and
administrative expenses (4,917) (15,325) (5,439) (14,919) (5,363) (14,691)
Other income (expenses), net 114 (35) (421) (1,904) 303 673
Amortization of goodwill (168) (529) (156) (464) (3) (7)
----------------------- ----------------------- -----------------------
Income before income taxes 2,661 11,705 3,207 10,093 4,160 13,355
Provision for income taxes (217) (1,042) (394) (1,221) (394) (1,221)
----------------------- ----------------------- -----------------------
Income before minority interests 2,444 10,663 2,813 8,872 3,766 12,134
Minority interests (119) (711) (334) (606) (858) (3,303)
----------------------- ----------------------- -----------------------
Net income $ 2,325 $ 9,952 $ 2,479 $ 8,266 $ 2,908 $ 8,831
======================= ======================= =======================
Basic earnings per share $ 0.26 $ 1.13 $ 0.34 $ 1.12 $ 0.41 $ 1.26
Weighted avg. no. of shares
outstanding - Basic 8,814 8,800 7,397 7,386 7,010 6,999
Diluted earnings per share $ 0.26 $1.13 $ 0.33 $ 1.11 $ 0.41 $ 1.25
Weighted avg. no. of shares
outstanding - Diluted 8,814 8,829 7,471 7,426 7,083 7,039
</TABLE>
3.
<PAGE> 4
(1) Pro Forma Basis.
The pro forma data give effect to the acquisition of Hua Yang Holdings Co.,
Ltd. ("Hua Yang") as if it had occurred on April 1, 1997 for the three
months and nine months ended December 31, 1997. The pro forma financial data
set forth above reflect pro forma adjustments that are based upon available
information and certain assumptions that the Company believes are
reasonable. Further details regarding the pro forma basis are contained in
the Company's Form 10-K for the fiscal year ended March 31, 1998.
Pro forma adjustments are comprised primarily of (i) an increase in interest
expense arising from borrowings to finance the acquisition and the reduction
of interest income due to utilization of cash for the payment of part of the
consideration of the acquisition of Hua Yang and the redemption by Hua Yang
of certain of its outstanding preferred stock prior to the acquisition; (ii)
an increase in goodwill amortization resulting from the acquisition; (iii) a
reversal of the minority interests in the results of Hua Yang relating to
shareholdings in Hua Yang not held under common control; and (iv)
amortization of underwriting and management fees with respect to the
borrowings to finance the acquisition.
(2) Restated Basis.
The restated financial information is presented after inclusion of the
operating results of Hua Yang to give retroactive effect to the acquisition
of Hua Yang as a reorganization of companies under common control, similar
to a pooling of interests, for all periods presented. Under such
presentation, net income is reduced through the minority interests for the
portion of shareholdings in Hua Yang not held under common control. Further
details regarding the restated basis are contained in the Company's Form
10-K for the fiscal year ended March 31, 1998.
4.
<PAGE> 5
Consolidated Balance Sheets
(in thousands of United States dollars)
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, MARCH 31,
1998 1998
------------ ---------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and bank deposits $ 16,134 $ 22,373
Accounts receivable, net 22,142 24,700
Deposits and prepayments 1,692 1,897
Inventories, net 10,854 13,950
--------- ---------
Total current assets 50,822 62,920
Property, machinery and equipment, net 30,295 29,177
Construction-in-progress -- 403
Long-term investment -- 179
Goodwill, net 12,125 11,963
Deferred expenditures 928 1,185
--------- ---------
Total assets $ 94,170 $ 105,827
========= =========
LIABILITIES, MINORITY INTERESTS AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 6,320 $ 6,362
Receipts in advance 2,369 3,278
Accrued liabilities 14,838 12,670
Taxation payable 1,057 364
--------- ---------
Total current liabilities 24,584 22,674
Revolving credit facility 2,000 30,000
Deferred taxation 971 910
--------- ---------
Total liabilities 27,555 53,584
--------- ---------
Minority interests 1,052 1,416
--------- ---------
Shareholders' equity:
Common stock 527 500
Common stock reserved and to be issued 43 43
Additional paid-in capital 38,497 33,593
Reorganization adjustment (8,180) (8,180)
Retained earnings 34,809 24,857
Cumulative translation adjustments (133) 14
--------- ---------
Total shareholders' equity 65,563 50,827
--------- ---------
Total liabilities, minority interests and shareholders' equity $ 94,170 $ 105,827
========= =========
</TABLE>
5.
<PAGE> 6
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands of United States dollars)
<TABLE>
<CAPTION>
Nine Months
Ended December 31,
1998 1997
------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income 9,952 8,831
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:-
Amortization of goodwill 529 7
Amortization of deferred expenditures 275 --
Depreciation of property, machinery and equipment 3,171 2,502
Net (gain) loss on disposals of property,
machinery and equipment (23) 49
Minority interests 711 3,303
(Increase) Decrease in operating assets:
Accounts receivable, net 2,973 (10,214)
Bills receivable -- (1,257)
Deposits and prepayments 208 (1,985)
Inventories, net 3,096 (263)
Increase (Decrease) in operating liabilities:
Accounts payable (1,277) 1,382
Receipts in advance (1,030) 1,312
Accrued liabilities 1,926 4,337
Taxation payable 693 1,094
Deferred taxation 61 --
---------------------
Net cash provided by operating activities 21,265 9,098
---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash outflow from increase in shareholdings
of subsidiaries (575) --
Acquisition of property, machinery and equipment (3,755) (8,503)
Proceeds from disposals of property, machinery
and equipment 28 155
Additions of deferred expenditures (18) --
Effect of reorganization adjustment -- 23
---------------------
Net cash used in investing activities (4,320) (8,325)
---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock 4,931 2,016
Decrease in bank overdrafts -- (2,163)
New import trust receipt bank loans -- 1,722
Repayment of import trust receipt bank loans -- (2,081)
Repayment of long-term bank loans -- (305)
Repayment of revolving credit facility (28,000) --
Repayment of capital element of capital lease
obligations -- (925)
Decrease in due from related companies -- 155
Finance from minority interests -- 32
---------------------
Net cash used in financing activities (23,069) (1,549)
---------------------
Effect of cumulative translation adjustments (115) --
---------------------
Net decrease in cash and bank deposits (6,239) (776)
Cash and bank deposits, as of the beginning of the
period 22,373 21,286
=====================
Cash and bank deposits, as of the end of the period 16,134 20,510
=====================
</TABLE>
6.
<PAGE> 7
Notes to Consolidated Financial Statements
(Unaudited)
December 31, 1998
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial reporting and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Certain information and footnote disclosures required by
generally accepted accounting principles for complete financial statements have
been condensed or omitted.
In the opinion of management, the accompanying financial statements include all
adjustments considered necessary to present fairly the financial position,
results of operations, and cash flows of the Company. The results of operations
for the three months and nine months ended December 31, 1998 are not necessarily
indicative of the results that may be expected for fiscal year 1999. These
consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Company's Form 10-K for
the fiscal year ended March 31, 1998.
2. Inventories
Inventories comprised:
<TABLE>
<CAPTION>
December 31, 1998 March 31, 1998
----------------- --------------
<S> <C> <C>
$'000 $'000
Raw materials 7,114 8,549
Work-in-process 3,548 3,977
Finished goods 1,184 2,550
----------------- --------------
11,846 15,076
(992) (1,126)
----------------- --------------
10,854 13,950
================= ==============
</TABLE>
7.
<PAGE> 8
3. Comprehensive Income
The Company has adopted SFAS No. 130 "Reporting Comprehensive Income" which
establishes guidance for the reporting and display of comprehensive income and
its components. The purpose of reporting comprehensive income is to report a
measure of all changes in equity that resulted from recognized transactions and
other economic events of the period other than transactions with stockholders.
Adoption of SFAS No. 130 had no economic impact on the Company's consolidated
financial position, net income, stockholders' equity or cash flows, although the
presentation of certain items has changed. The components of accumulated other
comprehensive income included in the accompanying consolidated balance sheets
consist of cumulative translation adjustments as of the end of each period.
Comprehensive income and its components, net of tax, comprised:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
December 31, December 31,
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
$'000 $'000 $'000 $'000
Net income 2,325 2,908 9,952 8,831
------- ------ ------- ------
Other comprehensive income :
Translation adjustments -- -- (115) --
------- ------ ------- ------
Comprehensive income 2,325 2,908 9,837 8,831
======= ====== ======= ======
</TABLE>
4. Computation of earnings per share (in thousands):
The numerator in calculating both basic and diluted earnings per share for each
period is the reported net income. The denominator is based on the following
weighted-average number of common shares:
<TABLE>
<CAPTION>
Three Months Ended December 31, Nine Months Ended December 31,
------------------------------- ------------------------------
1998 1997 1997 1998 1997 1997
------- ------ ------ ------ ------ ------
(Pro Forma) (Restated) (Pro Forma) (Restated)
<S> <C> <C> <C> <C> <C> <C>
Basic 8,814 7,397 7,010 8,800 7,386 6,999
Diluted 8,814 7,471 7,083 8,829 7,426 7,039
</TABLE>
The difference between basic and diluted weighted average common shares results
from the assumption that dilutive stock options outstanding were exercised.
Options to purchase 875,000 shares of common stock as at December 31, 1998 were
not included in the computation of diluted earnings per share because the
exercise price of these options was greater than the average market price of
common stock.
8.
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion relates to the statement of operations data of
the Company for the quarter and nine months ended December 31, 1998 and for the
same periods during the prior year. The consolidated statement of operations for
the quarter and nine months ended December 31, 1998 discussed below were actual
and the consolidated statement of operations for the quarter and nine months
ended December 31, 1997 discussed below were prepared on a pro forma basis. The
pro forma data give effect to the acquisition of Hua Yang for the period ended
December 31, 1997 as if it had occurred on April 1, 1997. The pro forma
financial data reflect pro forma adjustments that are based upon available
information and certain assumptions that the Company believes are reasonable.
Further details regarding the pro forma basis are contained in the Company's
Form 10-K for the year ended March 31, 1998. The Company believes that the pro
forma data may better present the Company's historical performance than the
restated data set forth in "Item 1 - Financial Statements" above because they
give retroactive effect to, among other things, the interest expense and
amortization of goodwill resulting from the acquisition of Hua Yang.
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains forward-looking statements. These statements are
subject to risks and uncertainties that could cause actual results to differ
materially from those anticipated. These risks and uncertainties include, but
are not limited to, the Company's dependence on major customers and on parties
located in the People's Republic of China, changes in market demand for the
Company's products, economic factors that include the international financial
situation in Asia, the Company's reliance on key personnel and those other
factors discussed in the section titled "Risk Factors" and elsewhere in the
Company's Form 10-K, as amended, for the fiscal year ended March 31, 1998, as
well as those discussed elsewhere in this Form 10-Q. The Company undertakes no
obligation to revise these forward-looking statements to reflect subsequent
events or circumstances.
Results of Operations
The table below sets forth certain statement of operations data as a
percentage of net sales for the quarter and nine months ended December 31, 1998
and 1997.
<TABLE>
<CAPTION>
For the Three Months For the Nine Months
Ended December 31, Ended December 31,
1998 1997 1998 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Gross profit 29.6% 30.8% 30.5% 30.8%
Selling, general and administrative 19.1% 18.1% 16.9% 16.8%
expenses
Operating income 10.5% 12.6% 13.5% 14.0%
Other income (expense), net 0.4% (1.4)% -- (2.1)%
Amortization of goodwill 0.7% 0.5% 0.6% 0.5%
Income before income taxes 10.3% 10.7% 12.9% 11.4%
Provision for income taxes 0.8% 1.3% 1.2% 1.4%
Minority interests 0.5% 1.1% 0.8% 0.7%
Net income 9.0% 8.3% 11.0% 9.3%
</TABLE>
Net sales. Net sales for the quarter ended December 31, 1998 were $25.8
million, a decrease of $4.2 million, or 14.0%, from the same period in 1997. The
decrease was mainly due to revenue shifting from the third quarter of fiscal
1999 to the fourth quarter of fiscal 1999 as a result of changes in business
with Mattel (from small to large-scale die-cast products). Net sales for the
nine months ended December 31, 1998 were $90.6 million, an increase of $1.8
million, or 2.0%, from the same period in 1997. The increase was mainly due to
an increase in die-cast business.
9.
<PAGE> 10
Gross Profit. Gross profit was $7.6 million for the quarter ended
December 31, 1998, a decrease of $1.6 million, or 17.4%, from the same period in
1997. Gross profit was $27.6 million for the nine months ended December 31,
1998, an increase of $0.2 million, or 0.7%, from the same period in 1997. Gross
margin was 29.6% for the quarter ended December 31, 1998 as compared to 30.8%
for the same period in 1997. Gross margin was 30.5% for the nine months ended
December 31, 1998 as compared to 30.8% for the same period in 1997. The
decreases in gross margin were primarily due to a decrease in margins on paper
products.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were $4.9 million for the quarter ended December 31,
1998, a decrease of $0.5 million, or 9.3%, from the same period in 1997. The
decrease was primarily due to decreased sales in the later period. Selling,
general and administrative expenses were $15.3 million for the nine months ended
December 31, 1998, an increase of $0.4 million, or 2.7%, from the same period in
1997. The increase was mainly in line with growth of business.
Other income (expenses), net. Other income was $0.1 million for the
quarter ended December 31, 1998, compared with other expenses of $0.4 million
for the same period in 1997. Other expenses were $0.0 million for the nine
months ended December 31, 1998, a decrease of $1.9 million, or 98.2%, from the
same period in 1997. This decrease in other expenses was resulted from (1) lower
interest expense due to loan repayments during the nine months ended December
31, 1998, offset by an increased commitment fee for an undrawn loan facility and
(2) $504,000 of transaction costs associated with the acquisition of Hua Yang,
which was expensed in fiscal 1998.
Net income. As a result of the factors discussed above, net income was
$2.3 million for the quarter ended December 31, 1998, a decrease of $0.2
million, or 8.0%, from the same period in 1997. Net income was $10.0 million for
the nine months ended December 31, 1998, an increase of $1.7 million, or 20.5%,
from the same period in 1997.
Liquidity and Capital Resources
December 31, 1998 compared with March 31, 1998
During the nine months ended December 31, 1998, the Company financed its
operations through cash from operations. Cash and cash equivalents and total
indebtedness were $16.1 million and $2.0 million, respectively, at December 31,
1998. Cash generated from operating activities was $21.3 million for the nine
months ended December 31, 1998. Cash used by investing activities was $4.3
million, primarily as a result of (1) acquisition of property, machinery and
equipment and (2) increased investment in subsidiaries.
During the nine months ended December 31, 1998, the Company repaid $28.0
million of its revolving credit facility from Credit Suisse First Boston. As of
December 31, 1998, the outstanding amount for such indebtedness was $2.0
million. The Company anticipates full repayment of the remaining $2.0 million of
such indebtedness in February 1999.
The Company has revolving lines of credit with two banks: Standard
Chartered Bank and The Hong Kong and Shanghai Corporation Limited. As of
December 31, 1998, the Company had banking facilities with these banks of up to
$16.9 million. In May 1998, the Company renegotiated these banking facilities.
As a result, these banks have released all loan covenants, mortgages over
properties and pledges of inventory and accounts receivable.
10.
<PAGE> 11
Consistent with industry practices, the Company offers accounts
receivable terms to its customers. This practice has created working capital
requirements that the Company generally has financed with net cash balances and
internally generated cash flow. The Company's accounts receivable balance at
December 31, 1998 was $22.1 million. The Company has experienced an improvement
in accounts receivable, as a result of tightened control in debt collection.
The Company's capital expenditures for the nine months ended December
31, 1998 were $3.8 million. Phase III of the Dongguan facility was completed on
schedule in December 1998.
The Company's sales are denominated either in U.S. Dollars or Hong Kong
Dollars. The largest portion of the Company's expenses are denominated in Hong
Kong Dollars, followed by Renminbi (the PRC's currency) and U.S. Dollars. The
Company is subject to a variety of risks associated with changes among the
relative values of the U.S. Dollar, The Hong Kong Dollar and Renminbi. The
Company does not currently hedge its foreign exchange positions. Any material
increase in the value of the Hong Kong dollar or Renminbi relative to the U.S.
Dollar would increase the Company's expenses and therefore would have a material
adverse effect on the Company's business, financial condition and results of
operations.
Year 2000 Compliance
Many older computer software programs refer to years in terms of their
final two digits only. Such programs may interpret the year 2000 to mean the
year 1900 instead. If not corrected, those programs could cause date-related
transaction failures.
Such Year 2000 problem may affect the Company's production,
distribution, financial, administrative and communication operations. The
Company has established an internal committee to evaluate any Year 2000 problems
that may affect the Company's business. In addition, the Company's internal
information systems experts are examining Year 2000 readiness from pertinent
aspects of the Company's business, including customer order-taking,
manufacturing, raw materials supply and plant process equipment. To this point,
the evaluation process is running on schedule and no material problems have
arisen. Outside providers and banks are being asked to verify their Year 2000
readiness and testing such systems where appropriate.
External and internal costs specifically associated with modifying
internal-use software for Year 2000 compliance are expensed as incurred. The
Company expects to spend less than $500,000 to modify its computer information
systems to enable proper processing of transactions relating to the Year 2000
and beyond. The Company does not expect such modification to have a material
effect on its financial position or results of operations. Such costs would not
include normal system updates and replacements. Based on the Company's current
plans and efforts to date, management expects that there will not be any
material adverse effect on the Company's operations as a result of the Year 2000
issues. To date, the Company's system is approximately 80% Year 2000 compliant,
with all the systems expect to be compliant by the end of June 1999. The Company
is developing a contingency plan and expects it will be completed by the end of
September 1999. The Company cannot guarantee, however, that all such problems
will be foreseen and corrected, or that material disruption of the Company's
business will not occur.
11.
<PAGE> 12
PART II OTHER INFORMATION
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
5. EXHIBITS:
27.1 Financial Data Schedule
12.
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ZINDART LIMITED
/s/ Feather Fok
-----------------------
Dated: February 11, 1999 By: Feather Fok
Chief Financial Officer
Chief Operating Officer
13.
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 16,134,000
<SECURITIES> 0
<RECEIVABLES> 22,142,000
<ALLOWANCES> 1,849,000
<INVENTORY> 10,854,000
<CURRENT-ASSETS> 50,822,000
<PP&E> 30,295,000
<DEPRECIATION> 14,712,000
<TOTAL-ASSETS> 94,170,000
<CURRENT-LIABILITIES> 24,584,000
<BONDS> 0
0
0
<COMMON> 570,000
<OTHER-SE> 64,993,000
<TOTAL-LIABILITY-AND-EQUITY> 94,170,000
<SALES> 25,776,000
<TOTAL-REVENUES> 25,776,000
<CGS> 18,144,000
<TOTAL-COSTS> 18,144,000
<OTHER-EXPENSES> 4,917,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 88,000
<INCOME-PRETAX> 2,661,000
<INCOME-TAX> 217,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,325,000
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
