==========================================================================
UNITED STATES
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 April 3, 1999
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 0-22799
B E I T E C H N O L O G I E S, I N C.
(Exact name of Registrant as specified in its charter)
Delaware 94-3274498
- ------------------------------- ----------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
One Post Street, Suite 2500
San Francisco, California 94104
----------------------------------------
(Address of principal executive offices)
(415) 956-4477
----------------------------------------
(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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock: $.001 Par Value, 7,407,092 shares as of May 7, 1999
<PAGE>
BEI TECHNOLOGIES, INC. AND SUBSIDIARIES
INDEX
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets--April 3, 1999
and October 3, 1998
Condensed Consolidated Statements of Operations--Quarter
and Six Months ended April 3, 1999 and April 4, 1998
Condensed Consolidated Statements of Cash Flows--Six
Months ended April 3, 1999 and April 4, 1998
Notes to Condensed Consolidated Financial Statements--
April 3, 1999
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
PART II. OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
SIGNATURES
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BEI TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
April 3, October 3,
1999 1998
----------- ------------
(Unaudited) (See note below)
(dollars in thousands)
- ------------------------------------------------------- ----------- ------------
<S> <C> <C>
ASSETS
Cash and cash equivalents............................. $3,749 $3,557
Investments........................................... 5,685 5,419
Trade receivables, net................................ 23,465 23,475
Inventories, net -- Note 2............................ 31,528 29,623
Other current assets.................................. 7,473 5,835
----------- ------------
Total current assets.............................. 71,900 67,909
Property, plant and equipment, net...................... 31,041 30,619
Acquired technology..................................... 4,535 5,015
Goodwill................................................ 1,807 1,876
Other assets, net....................................... 3,358 4,096
----------- ------------
$112,641 $109,515
=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable................................ $10,212 $13,014
Accrued expenses and other liabilities................ 13,257 13,125
Deferred compensation liability....................... 5,685 5,419
Current portion of long-term debt..................... 65 227
----------- ------------
Total current liabilities......................... 29,219 31,785
Long-term debt, less current portion.................... 39,806 37,157
Other liabilities....................................... 1,659 379
Stockholders' equity.................................... 41,957 40,194
----------- ------------
$112,641 $109,515
=========== ============
<FN>
See notes to condensed consolidated financial statements.
Note: The balance sheet at October 3, 1998 has been derived from the
audited consolidated balance sheet at that date.
</FN>
</TABLE>
<PAGE>
BEI TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
---------------------- ----------------------
April 3, April 4, April 3, April 4,
1999 1998 1999 1998
---------------------- ----------------------
(dollars in thousands except per share amounts)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales.......................... $39,047 $30,848 $75,790 $59,104
Cost of sales...................... 26,731 20,930 52,011 39,564
---------- ---------- ---------- ----------
12,316 9,918 23,779 19,540
---------- ---------- ---------- ----------
Selling, general and
administrative expenses......... 7,789 6,262 15,252 12,380
Research, development and
related expenses................ 1,837 1,796 3,333 3,192
---------- ---------- ---------- ----------
Income from operations............. 2,690 1,860 5,194 3,968
Interest expense................... 758 706 1,536 1,347
Other income....................... 34 167 93 249
---------- ---------- ---------- ----------
Income from continuing
operations before income taxes.. 1,966 1,321 3,751 2,870
Provision for
income taxes.................... 807 543 1,538 1,214
---------- ---------- ---------- ----------
Income from continuing
operations...................... 1,159 778 2,213 1,656
Income from discontinued
operations, net of income taxes. -- 10 -- 92
---------- ---------- ---------- ----------
Income before extraordinary item 1,159 788 2,213 1,748
Loss from extraordinary item,
net of income taxes............. -- -- (326) --
---------- ---------- ---------- ----------
Net income $1,159 $788 $1,887 $1,748
========== ========== ========== ==========
Earnings per Common Share -- Note 4
Basic Earnings per Common Share
Income from continuing operations,
net of income taxes............. $0.16 $0.11 $0.31 $0.24
Income from discontinued
operations, net of income taxes. -- -- -- 0.01
---------- ---------- ---------- ----------
Income before extraordinary item $0.16 $0.11 $0.31 $0.25
Loss from extraordinary item,
net of income taxes............. -- -- ($0.05) --
---------- ---------- ---------- ----------
Net income per common share........ $0.16 $0.11 $0.26 $0.25
========== ========== ========== ==========
Diluted Earnings per Common and Common Equivalent Share
Income from continuing operations,
net of income taxes............. $0.16 $0.11 $0.30 $0.23
Income from discontinued
operations, net of income taxes. -- -- -- 0.01
---------- ---------- ---------- ----------
Income before extraordinary item 0.16 0.11 0.30 0.24
Loss from extraordinary item,
net of income taxes............. -- -- (0.04) --
---------- ---------- ---------- ----------
Net income per common and common
equivalent share................ $0.16 $0.11 $0.26 $0.24
========== ========== ========== ==========
Dividends per common share......... $0.02 $0.02 $0.04 $0.04
========== ========== ========== ==========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
BEI TECHNOLOGIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
----------------------
April 3, April 4,
1999 1998
---------- ----------
(dollars in thousands)
- ------------------------------------------------------------------------
<S> <C> <C>
Net cash provided (used) by operating activities. $1,067 ($1,050)
---------- ----------
Cash flows from investing activities:
Purchases of property, plant and equipment... (3,276) (4,432)
Increase in other assets..................... (12) --
---------- ----------
Net cash used in investing activities............ (3,288) (4,432)
Cash flows from financing activities:
Proceeds from issuance of long-term debt..... 39,032 10,000
Payments on long-term debt................... (36,516) (5,611)
Proceeds from issuance of common stock....... -- 462
Payment of cash dividends.................... (297) (288)
Other........................................ 192 --
---------- ----------
Net cash provided by financing activities........ 2,411 4,563
---------- ----------
Net increase (decrease) in cash and cash
equivalents.................................. 192 (919)
Cash and cash equivalents at beginning of period 3,557 5,034
---------- ----------
Cash and cash equivalents at end of period....... $3,749 $4,115
========== ==========
<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
BEI TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
April 3, 1999
NOTE 1 -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles 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 generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the interim periods presented are
not necessarily indicative of the results that may be expected for the
year ending October 2, 1999. For further information, refer to the
consolidated financial statements and footnotes thereto in the Company's
annual report on Form 10-K for the year ended October 3, 1998.
BEI Technologies, Inc. ("Technologies") was incorporated on June 30,
1997 in the State of Delaware as a wholly owned subsidiary of BEI
Electronics, Inc., subsequently renamed BEI Medical Systems Company,
Inc. ("Electronics"). On September 27, 1997, Electronics distributed
to holders of Electronics common stock one share of common stock of the
Company for each share of Electronics common stock held on September 24,
1997 (the "Distribution"). In connection with the Distribution,
Electronics transferred to Technologies all of the assets, liabilities
and operations of its BEI Sensors & Systems Company, Inc. ("Sensors &
Systems") and Defense Systems Company, Inc. ("Defense Systems") business
segments. The operations of Defense Systems were discontinued during
the third quarter of fiscal year 1998. The financial position and
results of operations of Sensors & Systems are presented as continuing
operations and those of Defense Systems are presented as discontinued
operations in the applicable periods of the condensed consolidated
financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the
date of the financial statements and the reported results of operations
during the reporting period. Actual results could differ from those
estimates.
NOTE 2 -- INVENTORIES
April 3, October 3,
1999 1998
(dollars in thousands)
--------------------------
Finished products......................... $1,965 $1,460
Work in process........................... 11,051 10,183
Materials................................. 18,510 16,051
Costs incurred under long-term contracts,
including U.S. Government contracts.... 2 1,929
------------ ------------
Net inventories........................... $31,528 $29,623
============ ============
NOTE 3 -- DISCONTINUED OPERATIONS
On June 30, 1997, the Board of Directors of Electronics announced a formal
plan to discontinue the operations of the Defense Systems segment. Accordingly,
the results of operations of the segment have been presented as discontinued
operations for all periods prior to the final disposition of the segment in the
third quarter of fiscal 1998.
NOTE 4 -- EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
common share from continuing operations:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
---------------------- ----------------------
April 3, April 4, April 3, April 4,
1999 1998 1999 1998
---------- ---------- ---------- ----------
(in thousands except per share amounts)
<S> <C> <C> <C> <C>
Numerator
Income from continuing
operations, net of income taxes. $1,159 $778 $2,213 $1,656
========== ========== ========== ==========
Denominator
Denominator for basic earnings
per share --
Weighted average shares, net
of unvested contingently
issuable shares
(FY 1999 -- 242 shares;
FY 1998 -- 256 shares)........ 7,154 6,984 7,116 6,967
Weighted average continently
issuable shares granted -- 3 30 56
Effect of dilutive securities:
Contingently issuable shares.... 87 115 78 11
Employee stock options.......... 108 182 95 175
---------- ---------- ---------- ----------
Denominator for diluted
earnings per share.............. 7,349 7,284 7,319 7,209
========== ========== ========== ==========
Basic earnings per share from
continuing operations before
extraordinary item............. $0.16 $0.11 $0.31 $0.24
========== ========== ========== ==========
Diluted earnings per share from
continuing operations before
extraordinary item............. $0.16 $0.11 $0.30 $0.23
========== ========== ========== ==========
</TABLE>
NOTE 5--CONTINGENCIES AND LITIGATION
The Company has pending various legal actions arising in the normal course of
business. None of these legal actions is expected to have a material effect on
the Company's operating results or financial condition.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially
from those discussed here. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed in
this section, and those discussed in the Company's Form 10-K for the
year ended October 3, 1998.
The following table sets forth, for the fiscal periods indicated, the percentage
of net sales represented by certain items in the Company's Condensed
Consolidated Statements of Operations.
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
---------------------- ----------------------
April 3, April 4, April 3, April 4,
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales.......................... 100.0% 100.0% 100.0% 100.0%
Cost of sales...................... 68.5% 67.8% 68.6% 66.9%
---------- ---------- ---------- ----------
Gross margin....................... 31.5% 32.2% 31.4% 33.1%
Operating expenses
Selling, general and
administrative expenses......... 19.9 20.3 20.1 20.9
Research, development and
related expenses................ 4.7 5.8 4.4 5.4
---------- ---------- ---------- ----------
Income from operations...... 6.9 6.1 6.9 6.8
Interest expense................... 1.9 2.3 2.0 2.3
Other income....................... 0.1 0.5 -- 0.4
---------- ---------- ---------- ----------
Income from continuing
operations before income taxes.. 5.1 4.3 4.9 4.9
Provision for
income taxes.................... 2.1 1.8 2.0 2.1
---------- ---------- ---------- ----------
Income from continuing
operations...................... 3.0 2.5 2.9 2.8
Income from discontinued
operations, net of income taxes. -- 0.1 -- 0.2
---------- ---------- ---------- ----------
Income before extraordinary item 3.0 2.6 2.9 3.0
Loss from extraordinary item,
net of income taxes............. -- -- (0.4) --
---------- ---------- ---------- ----------
Net income 3.0% 2.6% 2.5% 3.0%
========== ========== ========== ==========
</TABLE>
Quarters ended April 3, 1999 and April 4, 1998
Net sales for the second quarter of fiscal 1999, ended April 3, 1999,
increased $8.2 million to $39.0 million or 26.6% from $30.8 million
during the same period in fiscal 1998.
Sales volume increased primarily in commercial products to domestic and
foreign automotive customers. In addition, sales volume benefited from
<PAGE>
increased international sales of traditional motion control sensors
produced by a French company acquired by the Company during the fourth
quarter of fiscal 1998. Sales related to government contracts recovered
from a lower level in the same period of the prior fiscal year. This
sales increase was offset, in part, by declines in domestic commercial
sales of traditional motion control products, some of which had achieved
historically high levels of sales in the second quarter of fiscal 1998.
Cost of sales as a percentage of net sales in the second quarter of
fiscal 1999 increased 0.7 percentage points to 68.5% from 67.8% in the
comparable period of fiscal 1998, due mainly to the impact of increased
automotive GyroChip sensor sales. Cost of sales as a percentage of net
sales for automotive sensors decreased from the same quarter of the
prior year, but the automotive sensor cost of sales percentage remains
higher than the average cost of sales percentage for the Company. Sales
of automotive sensor products increased to 33% of net sales in the
second quarter of fiscal 1999 from 14% of net sales in the comparable
period of fiscal 1998. Accordingly, the total cost of sales percentage
was negatively impacted. The Company expects continued downward pressure
on gross profit as a percentage of net sales as automotive sensors
become a larger portion of the Company's product mix.
Selling, general and administrative expenses as a percentage of net
sales decreased in the second quarter of fiscal 1999 versus the
comparable period of fiscal 1998 due to higher sales volume. Actual
selling, general and administrative expenses increased primarily due to
the integration of the recently acquired international operation and to
a lesser degree due to legal costs associated with trial proceedings in
the Company's claim against the U.S. Government.
Research, development and related expenses as a percentage of net sales
for the second quarter of fiscal 1999 decreased slightly from the
comparable period of fiscal 1998 due to higher sales volume combined
with only a slight increase in actual research, development and related
expenses.
Six Months ended April 3, 1999 and April 4, 1998
Net sales for the first six months of fiscal 1999 increased $16.7
million or 28.2% to $75.8 million from $59.1 million during the same
period in fiscal 1998.
The increase was mainly attributable to expanded sales of sensors for
foreign and domestic automotive customers. The increase in commercial
sales to the automotive markets was primarily due to increased sales of
GyroChip sensors for stability control and, to a lesser degree, an
increase in sales of memory seat modules and steering sensors.
International sales also increased for traditional motion control
products by a French company acquired by the Company during the fourth
quarter of fiscal 1998. This sales increase was offset, in part, by
declines in domestic commercial sales of traditional motion control
products.
Cost of sales as a percentage of net sales in the first six months of
fiscal 1999 increased 1.7 percentage points to 68.6% from 66.9% in the
comparable period of fiscal 1998 due to several factors. Cost of sales
as a percentage of net sales for automotive sensors decreased slightly
from the same period of the prior fiscal year, but is higher than the
average percentage cost of sales for the Company. Sales of automotive
products increased to 33% of total sales in the first six months of
fiscal 1999 from 13% of total sales in the first six months of fiscal
1998. Accordingly, the average cost of sales percentage was negatively
impacted, even though cost of sales as a percentage of sales improved
slightly in most product areas. The Company expects continued
downward pressure on gross profit as a percentage of net sales as
automotive sensors become a larger portion of the Company's product mix.
<PAGE>
Actual selling, general and administrative expenses increased 23.2% from
the first six months of 1998 which compares favorably to the 28.2%
increase in sales. This resulted in a decrease of 0.8 percentage
points in selling, general and administrative expenses as a percentage
of net sales in the first six months of fiscal 1999 versus the
comparable period of fiscal 1998. Increases in selling, general and
administrative expenses were incurred to support the French operation
acquired by the Company and to support those Company units with sales
volumes higher than the prior year.
Research, development and related expenses as a percentage of net sales
for the first six months of fiscal 1999 decreased 1.0 percentage points
from the comparable period of fiscal 1998 due to higher sales volume
combined with only a slight increase in actual research, development and
related expenses.
Liquidity and Capital Resources
During the first six months of fiscal 1999, total cash provided by
operations was $1.1 million. Cash provided by operations included net
income of $1.9 million, adjusted for the positive impact of non-cash
charges to income from depreciation and amortization of $3.0 million and
$0.9 million, respectively, and increases to other liabilities and
accrued expenses of $1.6 million. Offsetting these items were an
increase in inventory of $1.9 million and in other current assets of
$1.1 million, and a decrease in customer advances of $0.2 million. Cash
used by operations also included a reduction of trade payables of $2.8
million.
Cash used in investing activities of $3.3 million consisted primarily
of equipment purchases.
Cash provided by financing activities consisted primarily of proceeds
from a new senior note issuance of $35.0 million and proceeds from long-
term borrowing of $4.0 million. The proceeds from the new senior note
issuance plus an additional $0.5 million were used to retire existing
long-term debt of $35.5 million in the first quarter of fiscal 1999.
During the second quarter of fiscal 1999, another $1.0 million of long-
term debt was retired. Dividend payments absorbed $0.3 million in cash
while other financing activities provided $0.2 million.
While the Company believes that its existing cash balances, together
with cash derived from operating revenues, will be sufficient to meet
the Company's capital requirements for the next twelve months, the
Company may need to raise additional funds through public or private
financing or other arrangements. There can be no assurance that the
Company will not require additional funding, or that such additional
funding, if needed, will be available on terms attractive to the
Company, or at all. Any additional equity financing may be dilutive to
the stockholders, and debt financing, if available, may involve
restrictive covenants.
The Company had no material capital commitments at April 3, 1999.
Year 2000 Compliance: Modification of Management Information Systems
The Company is evaluating the potential impact of what is commonly
referred to as the "Year 2000" issue, concerning the possible inability
of certain information systems to properly recognize and process dates
containing Year 2000 and beyond. If not corrected, these systems could
fail or create erroneous results. The Company has completed an
assessment of its products and, at this time, does not believe its
products present any Year 2000 issues.
The Company's management information systems primarily use software
products purchased from commercial sources without significant
modification or customization. Updates to these products are routinely
installed by the Company to upgrade its systems and correct known faults
<PAGE>
in the software. All major systems were reviewed during the fourth quarter
of fiscal 1998 for Year 2000 issues by an outside consultant and a report
was issued to the Board. Where necessary, the requirements for upgraded
hardware and software are in the process of implementation by all operating
units and completion is expected by June 1999. One operating unit is in the
process of converting its existing manufacturing and financial systems,
including hardware, and expects to be finished in September 1999.
Approximately $100,000 was incurred for the study and no other
significant incremental costs were identified with non-routine updates
that specifically addressed only Year 2000 compliance. Based on
currently available information, management does not believe the Year
2000 matters discussed above related to internal systems or products
sold to customers will have a material adverse impact on the Company's
financial condition or operations; however, it is uncertain to what
extent the Company may be affected by such matters. In addition, there
can be no assurance that the failure to ensure Year 2000 capability by
a supplier or another third party would not have a material adverse
effect on the Company.
Effects of Inflation
Management believes that, for the periods presented, inflation has not
had a material effect on the Company's operations.
<PAGE>
BEI TECHNOLOGIES, INC. AND SUBSIDIARIES
PART II.
OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
(a) The Annual Meeting of Stockholders of the
Company (the "Meeting") was held on March 6,
1998. At the Meeting, C. Joseph Giroir, Asad
Madni and Gary D. Wrench were re-elected to
the Company's Board of Directors for a three-
year term expiring at the Company's 2002
Annual Meeting.
Shares voted:
For Withheld
---------------------------------------
Giroir 6,735,449 165,222
Madni 6,739,533 161,138
Wrench 6,738,449 162,222
(b) In addition, the following directors continued
in office as directors of the Company
following the Meeting: Richard M. Brooks,
William G. Howard, Jr. and Robert Mehrabian
(until the Company's 2000 Annual Meeting);
Charles Crocker and George S. Brown (until the
Company's 2001 Annual Meeting).
The other matters presented at the Meeting and
the voting of stockholders with respect
thereto are as follows:
The stockholders ratified the Board of
Directors' selection of Ernst & Young LLP as
the Company's independent public accountants
for the fiscal year ending October 2, 1999.
Shares voted:
For Against Abstain
--------------------------------------
6,867,348 2,398 30,925
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended April 3, 1999.
<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 on April 13, 1999.
BEI Technologies, Inc.
By: /s/ Robert R. Corr
Robert R. Corr
Secretary, Treasurer and
Controller
(Chief Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS FOR THE PERIOD APRIL 3, 1999 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> OCT-02-1999
<PERIOD-START> JAN-03-1998
<PERIOD-END> APR-03-1998
<CASH> 3,749
<SECURITIES> 5,685
<RECEIVABLES> 23,465
<ALLOWANCES> 0
<INVENTORY> 31,528
<CURRENT-ASSETS> 71,900
<PP&E> 31,041
<DEPRECIATION> 0
<TOTAL-ASSETS> 112,641
<CURRENT-LIABILITIES> 29,219
<BONDS> 39,806
0
0
<COMMON> 0
<OTHER-SE> 41,957
<TOTAL-LIABILITY-AND-EQUITY> 112,641
<SALES> 39,047
<TOTAL-REVENUES> 39,081
<CGS> 26,731
<TOTAL-COSTS> 26,731
<OTHER-EXPENSES> 9,626
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 758
<INCOME-PRETAX> 1,966
<INCOME-TAX> 807
<INCOME-CONTINUING> 1,159
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,159
<EPS-PRIMARY> $0.16
<EPS-DILUTED> $0.16
</TABLE>
