<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998 Commission file number 0-784
DETREX CORPORATION
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 38-0480840
- ------------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
24901 Northwestern Hwy., Ste. 500, Southfield, MI 48075
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (248) 358-5800
-------------------
Securities registered pursuant to section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------------- ------------------------
None None
Securities registered pursuant to Section (g) of the Act:
Common Capital Stock, $2 Par Value
----------------------------------
(Title of Class)
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 and (2) has been subject to such filing requirements for
the past 90 days.
YES X NO
--- ----
As of April 24, 1998 1,583,414 shares of the registrant's stock were
outstanding.
<PAGE> 2
DETREX CORPORATION
INDEX
PART I FINANCIAL INFORMATION PAGE
Item 1 Condensed Consolidated Balance Sheets-
March 31, 1998 and December 31, 1997 3
Condensed Consolidated Unaudited Statements
of Operations For the Three Months
Ended March 31, 1998 and 1997 4
Consolidated Unaudited Statements of Cash
Flows- Three Months Ended March 31, 1998
and 1997 5
Notes to Condensed Consolidated Unaudited
Financial Statements 6
Item 2 Management's Discussion and Analysis of
Interim Financial Information 7-8
PART II OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K 9
SIGNATURES 10
2
<PAGE> 3
DETREX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED AUDITED
March 31, 1998 December 31, 1997
-------------- -----------------
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 440,899 $ 398,093
Accounts receivable (less allowance for uncollectible accounts
of $325,000 in 1998 and $372,000 in 1997) 15,047,140 16,296,172
Buildings & equipment held for sale - current -- 1,425,000
Inventories:
Raw materials 3,431,922 3,390,407
Work in process 201,008 355,459
Finished goods 6,345,550 5,996,243
----------- -----------
Total Inventories 9,978,480 9,742,109
Prepaid expenses and other 406,716 692,543
Deferred income taxes 1,349,842 1,349,842
----------- -----------
Total Current Assets 27,223,077 29,903,759
Land, buildings, and equipment-net 21,875,111 21,348,429
Land, buildings, and equipment held for sale or lease 1,350,239 1,350,239
Bond proceeds held for investment-restricted 3,880,000 --
Prepaid pensions 1,338,951 1,338,951
Deferred income taxes 686,540 693,406
Other assets 1,261,332 935,978
----------- -----------
$57,615,250 $55,570,762
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Loans payable 5,488,432 5,699,836
Current maturities of capital leases 280,544 303,464
Accounts payable 9,347,959 9,843,411
Environmental reserve 1,485,000 1,485,000
Accrued compensation 315,705 1,184,740
Other accruals 2,228,134 2,113,776
----------- -----------
Total Current Liabilities 19,145,774 20,630,227
Long term portion of capital lease obligations 504,587 569,396
Industrial development bonds 4,000,000 --
Accrued postretirement benefits 4,563,982 4,488,982
Environmental reserve 7,528,431 8,090,952
Accrued pensions and other 895,240 1,028,285
Minority interest 2,009,589 1,941,147
Stockholders' Equity:
Common capital stock, $2 par value, authorized 4,000,000 shares,
outstanding 1,583,414 shares 3,166,828 3,166,828
Additional paid-in capital 22,020 22,020
Retained earnings 15,778,799 15,632,925
----------- -----------
Total Stockholders' Equity 18,967,647 18,821,773
----------- -----------
$57,615,250 $55,570,762
=========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
3
<PAGE> 4
DETREX CORPORATION
CONDENSED CONSOLIDATED UNAUDITED STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
----------- ------------
<S> <C> <C>
Net sales $ 21,435,691 $ 23,161,212
Cost of sales 16,014,179 17,574,800
Selling, general and administrative expenses 4,207,315 4,240,546
Provision for depreciation and amortization 797,468 786,717
Other income and deductions (68,236) (39,885)
Minority interest 68,441 68,332
Interest expense 181,244 193,472
------------ ------------
Income before income taxes 235,280 337,230
Provision for income taxes 89,406 201,242
------------ ------------
Net income $ 145,874 $ 135,988
============ ============
Net income per common share:
Basic $ .09 $ .09
Diluted $ .09 $ .09
Weighted average shares outstanding:
Basic 1,583,414 1,583,414
Effects of dilutive stock options 67,001 13,289
------------ ------------
Diluted 1,650,415 1,596,703
============ ============
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
4
<PAGE> 5
DETREX CORPORATION
CONSOLIDATED UNAUDITED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 145,874 $ 135,988
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 797,468 786,717
Gain on disposal of property -- (2,161)
Deferred income taxes 6,866 124,068
Minority interest 68,442 68,332
Changes to operating assets and liabilities that provided (used) cash:
Accounts receivable 1,249,032 (351,441)
Refundable U.S. income taxes -- 1,003,827
Note receivable -- 1,562,665
Inventories (236,371) (917,027)
Prepaid expenses and other 285,827 251,617
Other assets (84,658) 25,821
Accounts payable (495,452) (1,633,077)
Environmental reserve (562,521) (42,106)
Accrued compensation (869,035) (190,735)
Other accruals (18,687) 456,090
Postretirement benefits 75,000 90,000
----------- -----------
Total adjustments 215,911 1,232,590
----------- -----------
Net cash provided by operating activities 361,785 1,368,578
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,348,959) (831,823)
Proceeds from disposal of property 1,369,672 --
Investment of bond proceeds - restricted (3,880,000) --
----------- -----------
Net cash used in investing activities (3,859,287) (831,823)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of short-term bank debt - net (211,404) (93,388)
Principal payments under capital lease obligations (65,870) (124,280)
Proceeds from debt issued 4,000,000 --
Debt issuance costs (182,418) --
----------- -----------
Net cash provided by (used in) financing activities 3,540,308 (217,668)
----------- -----------
Net increase in cash and cash equivalents 42,806 319,087
Cash and cash equivalents at beginning of period 398,093 1,311,045
----------- -----------
Cash and cash equivalents at end of period $ 440,899 $ 1,630,132
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 186,517 $ 194,128
Income taxes $ 66,197 $ 61,000
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations incurred with the acquisition of equipment $ 17,715 $ 481,851
Capital lease terminations $ 39,575 $ 53,947
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
5
<PAGE> 6
DETREX CORPORATION
NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying condensed consolidated
unaudited financial statements reflect all adjustments (consisting of normal
recurring accruals) necessary to present fairly the results of operations for
the periods presented. Certain amounts for 1997 have been reclassified to
conform with 1998 classifications. The information furnished for the three
months may not be indicative of results to be expected for the full year.
2. The Company and at least seventeen other companies are potentially
responsible for sharing the costs in a proceeding to clean up contaminated
sediments in the Fields Brook watershed in Ashtabula, Ohio. The Environmental
Protection Agency (`EPA') issued a Record of Decision in 1986 concerning the
methods it recommends using to accomplish this task. The Company and the other
potentially responsible parties have negotiated with the EPA as to how best to
effect the clean up operation. After negotiation, an agreement was reached with
the EPA on clean-up methodology. The Company's share of clean-up costs is
anticipated to be in the range of approximately $3.0 to $3.5 million.
The Company maintains a reserve for anticipated expenditures over the
next several years in connection with remedial investigations, feasibility
studies, remedial design, and remediation relating to the clean up of
environmental contamination at several sites, including properties owned by the
Company. The amount of the reserve at March 31, 1998 was $9.0 million. The
reserve includes a provision for the Company's anticipated share of remediation
in the Fields Brook watershed referred to above, as well as a provision for
costs that are expected to be incurred in connection with remediation of other
sites. Some of these studies have been completed; others are ongoing. In some
cases, the methods of remediation remain to be agreed upon.
The Company expects to continue to incur professional fees, expenses
and capital expenditures in connection with its environmental compliance
efforts. In addition there are several other claims and lawsuits pending
against the Company and its subsidiaries.
The amount of liability to the Company with respect to costs of
remediation of contamination of the Fields Brook watershed and of other sites,
and the amount of liability with respect to several other claims and lawsuits
against the Company, was based on available data. The Company has established
its reserves in accordance with its interpretation of the principles outlined
in Statement of Financial Accounting Standards No. 5 and Securities and
Exchange Commission Staff Accounting Bulletin No. 92. In the event that any
additional accruals should be required in the future with respect to such
matters, the amounts of such additional accruals could have a material impact
on the results of operations to be reported for a specific accounting period
but should not have a material impact on the Company's consolidated financial
position.
6
<PAGE> 7
DETREX CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF INTERIM FINANCIAL INFORMATION
Results of Operations
Summarized below is selected operating data for the current fiscal period and
the comparable data for the same period last year (in thousands):
<TABLE>
<CAPTION>
Three Months Ended
March 31
1998 1997
---- ----
$ % $ %
<S> <C> <C> <C> <C>
Sales 21,436 100.0 23,161 100.0
Gross margin 5,422 25.3 5,586 24.1
Selling, general and administrative expenses 4,207 19.6 4,241 18.3
Depreciation and amortization 797 3.7 787 3.4
Net income 146 .7 136 .6
</TABLE>
Detrex Corporation and its consolidated subsidiaries (the Company) reported net
income of $145,874 for the first quarter of 1998 compared to $135,988 net income
for the first quarter of 1997. This is the ninth consecutive profitable quarter
for the Company.
Sales for the three months were $1.7 million less than the same period last
year, primarily a result of lower sales in the Company's Equipment Division. Two
subsidiaries, Harvel Plastics Inc. and The Elco Corporation, had increases in
sales.
The gross margin for the Company improved to 25.3% from the 24.1% level last
year. The major reason for the increase was improved margins at the Company's
Solvents and Environmental Services Division.
The decrease in selling, general and administrative expenses is primarily
attributable to a credit in pension expense, partially offset by small economic
increases at all of the Company's operating units.
The provision for depreciation and amortization is slightly higher than a year
ago since depreciation of the Company's new plant in Ashtabula, Ohio began in
the first quarter of 1998.
Interest expense is lower in 1998 than in 1997 due to the lower level of
borrowings in the first quarter of 1998.
Income tax expense in 1998 reflects an effective tax rate of 38% for federal,
state and local income taxes.
7
<PAGE> 8
DETREX CORPORATION
Liquidity, Financial Condition, and Capital Resources
The Company utilized a combination of internally generated funds and the
proceeds from the sale of a closed plant to finance its activities during the
first three months of 1998.
In March 1998, $4.0 million of industrial development bonds were issued to
finance the expansion of Harvel Plastics in California. As of March 31, 1998,
$3.9 million of the proceeds were held for investment in a restricted trust.
On April 22, 1998, the Company and Comerica Bank amended the Company's credit
agreement and extended the facility to May 1, 2000. The major change in the new
agreement is a reduction in the interest rate from prime plus one percent to
prime.
Working capital was $8.1 million at March 31, 1998 compared to $9.3 million at
December 31, 1997. The Company has paid no dividends since the second quarter of
1991 and cannot forecast when the dividend will be restored.
Other
The Company will be implementing Statement of Financial Accounting Standards No.
131, Disclosures about Segments of an Enterprise and Related Information in the
fourth quarter of 1998. At the current time the Company cannot determine how
many segments it will be reporting.
8
<PAGE> 9
DETREX CORPORATION
PART II - OTHER INFORMATION
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 4 - Statement regarding Harvel Plastics, Inc.
financing instruments.
Exhibit 10(o) - Third Amendment to Comerica Credit
Agreement, dated as of April 22, 1998.
(b) No reports on Form 8-K have been filed for the
quarter ended March 31, 1998.
9
<PAGE> 10
DETREX CORPORATION
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.
DETREX CORPORATION
Date 5/5/98 S.J. Quinlan
------------- ---------------------------
S.J. Quinlan
Controller and Chief
Accounting Officer
Date 5/5/98 G.J. Israel
------------- ---------------------------
G.J. Israel
Vice President - Finance
and Chief Financial Officer
10
<PAGE> 11
Exhibit Index
Exhibit No. Description
- ----------- -----------
4 Statement regarding Harvel Plastics, Inc.
financing instruments.
10(o) Third amendment to Comerica Credit
Agreement dated as of April 22, 1998.
27 Financial Data Schedule
<PAGE> 1
EXHIBIT 4
To finance the acquisition and installation of certain manufacturing
equipment for the production of plastic pipe in California, Harvel Plastics,
Inc., an indirect subsidiary of Detrex Corporation ("Harvel"), executed certain
instruments and agreements in connection with the issuance by the California
Economic Development Financing Authority of variable rate demand industrial
development revenue bonds in a principal amount not to exceed $4,000,000. These
agreements and instruments were delivered at a closing held on March 24, 1998
and may, in certain circumstances, define the rights of holders of long-term
debt of Harvel. The long-term debt offering was not registered and the total
amount of securities authorized thereunder did not exceed 10% of the total
assets of Detrex Corporation and its subsidiaries on a consolidated basis. In
accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, Detrex Corporation
hereby agrees to furnish a copy of such instruments and agreements to the
Commission upon request.
<PAGE> 1
EXHIBIT 10(o)
THIRD AMENDMENT TO
CREDIT AGREEMENT
THIS THIRD AMENDMENT ("Amendment") dated as of April 22, 1998, by and
among the borrowers listed on Schedule 1 (collectively "Companies") and Comerica
Bank, a Michigan banking corporation ("Bank").
RECITALS:
A. Companies and Bank entered into a Credit Agreement dated as of June
13, 1996, which was amended by a First Amendment dated December 5, 1996 and a
Second Amendment dated March 31, 1997 (as amended, "Agreement").
B. Companies and Bank desire to amend the Agreement and the Revolving
Credit Note (as defined in the Agreement) as hereinafter set forth.
NOW, THEREFORE, the parties agree as follows:
1. The definition of Equipment Line Maturity Date set forth in Section
1 of the Agreement is amended to read in its entirety as follows:
"'Equipment Line Maturity Date' shall mean May 1, 2000.
2. The definition of Revolving Credit Maturity Date set forth in
Section 1 of the Agreement is amended to read in its entirety as follows:
"'Revolving Credit Maturity Date' shall mean May 1, 2000."
3. The definition of Consolidated Leverage Ratio set forth in Section 1
of the Agreement is amended to read in its entirety as follows:
"'Consolidated Leverage Ratio' shall mean, as at the time any
determination thereof is to be made, a ratio, the numerator of which is
Consolidated Total Liabilities less an amount equal to the undisbursed proceeds
of the $4,000,000 California Economic Development Financing Authority Variable
Rate Demand Industrial Development Revenue Bonds, Series 1998 (Harvel Plastics,
Inc. Project) held in the Project Fund under the Indenture of Trust executed in
connection with the issuance of such bonds as of the applicable determination
date and the denominator of which is Consolidated Tangible Net Worth."
4. The definition of Lending Availability set forth in Section 1 of the
Agreement is amended to read in its entirety as follows:
<PAGE> 2
"'Lending Availability' shall mean as of any date of determination
thereof, the sum of (a) eighty percent (80%) of Eligible Accounts plus (b)
thirty percent (30%) of Eligible Inventory; provided, however, in no event shall
the amount of Lending Availability determined under this clause (b) exceed Three
Million Dollars ($3,000,000), plus (c) the amount of the Equipment Reliance as
of such date."
5. Section 1 is amended to add the following definition of Equipment
Reliance in alphabetical order:
"'Equipment Reliance' shall initially mean $1,200,000. On May 1 of each
year, beginning May 1, 1999, Equipment Reliance shall decrease by $400,000 until
such time as the Equipment Reliance is zero."
6. The second sentence of Section 2.A.2 is amended to read in its
entirety as follows:
"In addition to the above required payments on principal, Companies
agree to pay interest on the unpaid principal balance of each Equipment Note
from time to time outstanding at a per annum rate equal to one half percent
(1/2%) above the Prime Rate, provided, however, upon the occurrence of any Event
of Default hereunder, interest shall be payable at a per annum rate of three and
one half percent (3 1/2%) above the Prime Rate."
7. The last sentence of Section 2.A.3 is deleted in its entirety.
8. The first sentence of Section 3.3 of the Agreement is amended to
read in its entirety as follows:
"Companies agree to pay to Bank Letter of Credit Fees with respect to
the undrawn face amount of such Letter of Credit issued pursuant hereto at a per
annum rate equal to two percent (2%)."
9. The first three sentences of Section 4.1 of the Agreement are
amended to read in their entirety as follows:
"The Revolving Credit Notes and the Advances under Section 2 hereof
shall bear interest from the date thereof on the unpaid principal balance
thereof from time to time outstanding, at a rate per annum equal to the Prime
Rate. Interest shall be payable monthly on the first Business Day of each
calendar month, commencing on the first Business Day of the calendar month
during which such Advance is made, and at maturity. Notwithstanding the
foregoing, from and after the occurrence of any Event of Default and during the
continuation thereof, the Advances shall bear interest, payable on demand, at a
rate per annum equal to three percent (3%) above the Prime Rate."
10. Sections 9.1, 9.2 and 9.3 are amended to read in their entireties
as follows:
2
<PAGE> 3
"9.1 Leverage Ratio. Permit the Consolidated Leverage Ratio at any time
to be more than the following amounts during the periods specified below:
December 31, 1997 through December 30, 1998 2.75 to 1.0
December 31, 1998 through December 30, 1999 2.25 to 1.0
December 31, 1999 through December 30, 2000 1.8 to 1.0
December 31, 2000 and thereafter 1.5 to 1.0
9.2 Cash Flow Coverage Ratio. Permit the Consolidated Cash Flow
Coverage Ratio at any time to be less than the amounts specified below for the
determination date specified below:
December 31, 1997 .60 to 1.0
March 31, 1998 .40 to 1.0
June 30, 1998 .40 to 1.0
September 30, 1998 .40 to 1.0
December 31, 1998 .40 to 1.0
March 31, 1999 .40 to 1.0
June 30, 1999 .40 to 1.0
September 30, 1999 .40 to 1.0
December 31, 1999 1.0 to 1.0
March 31, 2000 1.0 to 1.0
June 30, 2000 1.0 to 1.0
September 30, 2000 1.0 to 1.0
December 31, 2000 and as of the last day of each fiscal
quarter thereafter 1.25 to 1.0
9.3 Current Ratio. Permit the ratio of Consolidated Current Assets to
Consolidated Current Liabilities at any time to be less than the following
amounts during the periods specified below:
December 31, 1997 through December 30, 1999 1.20 to 1.0
December 31, 1999 through December 30, 2000 1.25 to 1.0
December 31, 2000 and thereafter 1.40 to 1.0"
11. Companies hereby represent and warrant that, after giving effect to
the amendments contained herein, (a) execution, delivery and performance of this
Amendment and any other documents and instruments required under this Amendment
or the Agreement are within each Company's corporate powers, have been duly
authorized, are not in contravention of law or the terms of any Company's
Articles of Incorporation or Bylaws, and do not require the consent or approval
of any governmental body, agency, or authority; and this Amendment and any other
documents and instruments required under this Amendment or the Agreement, will
be valid and binding in accordance with their terms; (b) the continuing
representations and warranties of each Company set forth in Sections 7.1 through
7.15 of the Agreement are true and
3
<PAGE> 4
correct on and as of the date hereof with the same force and effect as made on
and as of the date hereof; (c) the continuing representations and warranties of
each Company set forth in Section 7.16 of the Agreement are true and correct as
of the date hereof with respect to the most recent financial statements
furnished to the Bank by Companies in accordance with Section 10.1 of the
Agreement; and (d) no Event of Default (as defined in the Agreement) or
condition or event which, with the giving of notice or the running of time, or
both, would constitute an Event of Default under the Agreement, has occurred and
is continuing as of the date hereof.
12. Except as expressly provided herein, all of the terms and
conditions of the Agreement remain unchanged and in full force and effect.
13. This Amendment shall be effective as of the date first above
written and the payment by Companies to Bank of a non-refundable amendment fee
in the amount of $35,000; provided, however, the provisions of paragraph 3 and
paragraph 10 shall be effective as of March 31, 1998.
[REST OF PAGE INTENTIONALLY LEFT BLANK]
4
<PAGE> 5
IN WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK DETREX CORPORATION
By: /s/ Daniel T. Ruzylo By: /s/ Gerald J. Israel
------------------------- ------------------------------
Gerald J. Israel
Its: Vice President Its: Vice President-Finance and
Chief Financial Officer
THE ELCO CORPORATION
By: /s/ Gerald J. Israel
------------------------------
Gerald J. Israel
Its: Treasurer
HARVEL PLASTICS, INC.
By: /s/ Gerald J. Israel
------------------------------
Gerald J. Israel
Its: Director
SEIBERT-OXIDERMO, INC.
By: /s/ Gerald J. Israel
------------------------------
Gerald J. Israel
Its: Treasurer
5
<PAGE> 6
SCHEDULE 1
Detrex Corporation
The Elco Corporation
Harvel Plastics, Inc.
Seibert-Oxidermo, Inc.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENTS OF INCOME AND CONSOLIDATED BALANCE SHEETS 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-31-1997
<PERIOD-START> JAN-1-1998
<PERIOD-END> MAR-31-1998
<CASH> 441
<SECURITIES> 0
<RECEIVABLES> 15,372
<ALLOWANCES> 325
<INVENTORY> 9,978
<CURRENT-ASSETS> 27,223
<PP&E> 50,636
<DEPRECIATION> 30,761
<TOTAL-ASSETS> 57,615
<CURRENT-LIABILITIES> 19,146
<BONDS> 4,000
3,167
0
<COMMON> 0
<OTHER-SE> 15,801
<TOTAL-LIABILITY-AND-EQUITY> 57,615
<SALES> 21,436
<TOTAL-REVENUES> 21,436
<CGS> 16,014
<TOTAL-COSTS> 16,014
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 181
<INCOME-PRETAX> 235
<INCOME-TAX> 89
<INCOME-CONTINUING> 146
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 146
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
