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 29, 1998
-----------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 0 -19703
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Farrel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 22-2689245
---------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
25 Main Street, Ansonia, Connecticut, 06401
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
(203) 736-5500
--------------------
(Registrant's telephone number, including area code)
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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
-------------------------------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT May 8, 1998
- --------------------------------------------------------------------------------
Common Stock (Voting), $.01 par value 5,942,582
-------------------
<PAGE>
Farrel Corporation
------------------
Index
-----
Page
----
Part I. Financial Information
---------------------
Consolidated Balance Sheets -
March 29, 1998 and December 31, 1997 3
Consolidated Statements of Operations -
Three Months Ended March 29, 1998
and March 30, 1997 4
Consolidated Statements of Cash Flows -
Three Months ended March 29, 1998
and March 30, 1997 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Exhibit 11 - Computation of Earnings Per Share 10
Part II. Other Information 11
-----------------
Page 2 of 16
<PAGE>
Part I - Financial Information
FARREL CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
March 29, December 31,
1998 1997
ASSETS (Unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $3,533 $1,447
Accounts receivable, net of allowance for
doubtful accounts of $224 and $179,
respectively 13,613 14,423
Inventory (Note 2) 23,397 18,277
Other current assets 2,485 2,957
--------------- ------------------
Total current assets 43,028 37,104
Property, plant and equipment - net
of accumulated depreciation of $10,319 and
$9,786, respectively 12,602 12,416
Goodwill (Note 3) 4,351 5,295
Asset purchase agreement receivable (Note 3) 742
Other Assets 1,489 1,566
--------------- ------------------
Total Assets $62,212 $56,381
=============== ==================
LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities:
Accounts payable $10,328 $8,317
Accrued expenses & taxes 4,354 4,753
Advances from customers 8,627 6,412
Accrued installation & warranty costs 1,141 1,326
Dividends payable - 951
Short - term debt 4,275 1,527
--------------- ------------------
Total current liabilities 28,725 23,286
Long - term debt 5,386 5,283
Postretirement benefit obligation 1,202 1,213
Long term pension obligation 592 592
Deferred income taxes 193 225
Commitments and contingencies - -
--------------- ------------------
Total Liabilities 36,098 30,599
--------------- ------------------
Stockholders' Equity:
Preferred stock, par value $100, 1,000,000
shares authorized, no shares issued - -
Common stock, par value $.01,
10,000,000 shares authorized,
6,142,106 shares issued 61 61
Paid in capital 19,295 19,295
Treasury stock, 199,524 shares at March 29, 1998
and December 31, 1997 (984) (984)
Retained earnings 7,886 7,776
Accumulated other comprehensive expense (144) (366)
--------------- ------------------
Total Stockholders' Equity 26,114 25,782
--------------- ------------------
Total Liabilities and Stockholders' Equity $62,212 $56,381
=============== ==================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 3 of 16
<PAGE>
FARREL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share and share data)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 29, March 30,
1998 1997
(unaudited) (unaudited)
<S> <C> <C>
Net Sales $15,976 $16,123
Cost of sales 11,740 12,785
--------------- -----------------
Gross margin 4,236 3,338
Operating expenses:
Selling 1,732 1,657
General & administrative 1,769 1,763
Research & development 318 390
--------------- -----------------
Total operating expenses 3,819 3,810
--------------- -----------------
Operating income/(loss) 417 (472)
Interest income 157 54
Interest expense (315) (10)
Other (expense) income, net (76) 256
--------------- -----------------
Income(loss) before income taxes 183 (172)
(Provision) benefit for income taxes (73) 66
--------------- -----------------
Net income (loss) $110 ($106)
=============== =================
Per share data:
Basic and Diluted net income (loss)
per common share $0.02 ($0.02)
=============== =================
Average shares outstanding:
Basic 5,942,582 5,942,382
=============== =================
Diluted 5,982,985 5,942,382
=============== =================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 4 of 16
<PAGE>
FARREL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 29, March 30,
1998 1997
(Unaudited) (Unaudited)
Cash flows from operating activities:
<S> <C> <C>
Net Income/(loss) $110 ($106)
Adjustments to reconcile net (loss)/income to net
cash provided/(used in) by operating activities:
Gain on disposal of fixed assets - (299)
Depreciation and amortization 484 413
Decrease in accounts receivable 956 4,751
(Increase) in inventory (4,539) (6,725)
Increase in accounts payable 1,884 663
Increase in customer advances 3,143 1,736
(Decrease) in accrued expenses & taxes (712) (303)
(Decrease) in accrued installation and warranty costs (195) (219)
(Decrease)/increase in deferred income taxes (38) 133
Other (318) 191
-------------------- -----------------
Total adjustments 665 341
-------------------- -----------------
Net cash provided by operating activities 775 235
-------------------- -----------------
Cash flows from investing activities:
Proceeds from disposal of fixed assets - 444
Purchases of property, plant and equipment (460) (67)
-------------------- -----------------
Net cash provided by/(used in) investing activities (460) 377
Cash flows from financing activities:
Proceeds from short-term borrowing, net 2,682 -
Used for dividends paid (951) -
-------------------- -----------------
Net cash provided by financing activities 1,731 0
Effect of foreign currency exchange rate changes on cash 40 (81)
-------------------- -----------------
Net increase in cash and cash equivalents 2,086 531
Cash and cash equivalents - Beginning of period 1,447 3,832
-------------------- -----------------
Cash and cash equivalents - End of period $3,533 $4,363
==================== =================
Income taxes paid $106 $45
==================== =================
Interest paid $179 $1
==================== =================
</TABLE>
See Accompanying Notes to Consolidated Financial Statements
Page 5 of 16
<PAGE>
Farrel Corporation
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Basis Of Presentation
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly, in accordance with generally
accepted accounting principles, the consolidated financial position of Farrel
Corporation ("Farrel" or "the Company") as of March 29, 1998, and the
consolidated results of its operations and cash flows for the three months ended
March 29, 1998 and March 30, 1997. These results are not necessarily indicative
of results to be expected for the full fiscal year. These statements should be
read in conjunction with the financial statements and notes thereto included in
the Company's Annual Report and Form 10-K for the year ended December 31, 1997.
Note 2 - Inventory
<TABLE>
<CAPTION>
Inventory is comprised of the following: March 29, December 31,
1998 1997
(In thousands)
<S> <C> <C>
Stock and raw materials....................... $10,673 $9,459
Work-in process............................... 12,724 8,818
------- -------
Total......................................... $23,397 $18,277
======= =======
</TABLE>
See also Note 3 regarding the valuation of the inventory acquired from EIS.
Note 3 - Asset Purchase
On December 19, 1997, the Company acquired certain assets of the Francis
Shaw Rubber Machinery operations ("Shaw") from EIS Group PLC for approximately
$10.9 million. The Asset Purchase Agreement ("Agreement") provides for a
reduction in the purchase price to the extent that the value of the closing date
inventory was less than the contract amount. The Company has objected to the
inventory valuation. In addition, if the acquired assets do not generate at
least an approximately $1.67 million pre-tax profit, as defined, the Agreement
provides for a reduction in the purchase price. Included in total assets, with a
corresponding reduction in goodwill, is an amount due from the seller calculated
under the terms of the Agreement.
The results of operations of Shaw are included in the consolidated results
of operations of the Company. The seller did not maintain and the Company was
not provided historical financial information for the Shaw operations. Based on
the limited information available, the Company estimates that the pro forma
revenues and net loss for the three months ended March 30, 1997 would not vary
materially from the historical amounts recorded in the consolidated statements
of operations.
Note 4 - Comprehensive Income
As of January 1, 1998, the Company adopted Financial Accounting
Standard No. 130, "Reporting Comprehensive Income". Standard No. 130 establishes
new rules for the reporting and display of comprehensive income and its
components; however, the adoption of the statement had no impact on the
Company's net income or stockholders equity.
The components of comprehensive income (loss), for the three-month
periods ended are as follows:
March 29, March 30,
1998 1997
---- ----
(In thousands)
Net income (loss) $110 $(106)
Foreign currency translation adjustments 222 (491)
----- ------
Comprehensive income (loss) $332 $(597)
===== ======
Page 6 of 16
<PAGE>
The components of accumulated other comprehensive expense, net of
related tax, are as follows:
March 29, December 31,
1998 1997
---- ----
(In thousands)
Minimum pension liability $(303) $(303)
Foreign currency translation adjustments 159 (63)
------ ------
Accumulated comprehensive expense $(144) $(366)
====== ======
Page 7 of 16
<PAGE>
PART I - ITEM 2 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION & RESULTS OF OPERATIONS
Safe Harbor Statements under Private Securities Litigation Reform Act of 1995
Certain statements contained in the Company's public documents,
including in this report and in particular, in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" may be forward
looking and may be subject to a variety of risks and uncertainties. Various
factors could cause actual results to differ materially from these statements.
These factors include, but are not limited to pricing pressures from competitors
and/or customers; continued economic and political uncertainty in certain of the
Company's markets; the Company's ability to maintain and increase gross margin
levels; the Company's ability to generate positive cash; changes in business
conditions, in general, and, in particular, in the businesses of the Company's
customers and competitors and; other factors which might be described from time
to time in the Company's filings with the Securities and Exchange Commission.
Results of Operations
Three Months Ended March 29, 1998 Compared To The Three Months Ended March 30,
1997
Net sales for the first quarter of 1998 were $16.0 million compared to
$16.1 million during the first quarter of 1997. The 1998 amount includes net
sales of approximately $2.4 million from Farrel Shaw Limited ("Shaw") which was
acquired on December 19, 1997. Excluding the net sales of Shaw, net sales would
have declined approximately $2.5 million during the first quarter of 1998. The
decrease is largely attributed to one large shipment of approximately $3.6
million included in the first quarter of 1997. Purchases by any single customer
typically will vary significantly from period to period according to the
customers' capital needs. Management believes the Company operates in markets
which are extremely competitive. Many of our customers and markets operate at
less than full capacity and certain markets, in particular, the Far East, remain
particularly competitive and difficult to penetrate.
During the first quarter of 1998 the Company received $30.2 million in
orders including approximately $6.0 million from the Shaw operations compared to
$15.4 million during the first quarter of fiscal 1997. In the case of major
equipment orders, up to 12 months are required to complete the manufacturing
process. Accordingly, revenues reported in the statement of operations may be
recognized in a later accounting period than the one in which the order was
received. In addition, the cyclical nature of industry demand and, therefore,
order intake, may effect the Company's quarterly results of operations. The
Company's ability to maintain and increase net sales depends upon a
strengthening and stability in the Company's traditional markets. There can be
no assurance that any such improvement will lead to increased orders for the
Company's products. Firm backlog at the end of the first quarter of 1998 was
$60.8 million compared to $46.5 million at December 31, 1997 and $50.2 million
at the end of the first quarter of 1997. Firm backlog as of May 8, 1998 and 1997
was $59.0 million and $43.0 million, respectively.
Gross margin in the first quarter of 1998 was $4.2 million compared to
$3.3 million reported for the first quarter of 1997. The margin percentage
increased to 26.5% from 20.7%. The increase in comparative gross margin is
largely attributed to a higher proportion of spare parts, rebuild and repair
business which generates a higher margin than new machine sales. In addition,
the first quarter of 1997 included a large new machine shipment with relatively
lower margin.
Operating expenses in the first quarter of 1998 and 1997 were $3.8
million. The first quarter of 1998 includes selling expenses of $132,000 and
general and administrative expenses of $239,000 at the newly acquired Shaw
operations. Excluding the impact of the Shaw operations, operating expenses
decreased by approximately $.3 million to $3.5 million for the first quarter of
1998. The decrease is largely attributed to reductions in marketing programs,
professional fees, insurance and continuing efforts to steadily control
expenses. The Company intends to consolidate the operation of Shaw into
manufacturing and administrative facilities in Rochdale, England. The Company
expects the consolidation to be accomplished in the first half of 1999. Research
and Development decreased as a result of lower headcount and decrease in
consumable operating supplies.
Page 8 of 16
<PAGE>
Interest expense, net of interest income, for the first quarter of
1998, was $158,000 an increase of $114,000 from the first quarter of 1997. The
increase is due to borrowings associated with the acquisition of the Shaw
operations.
Other income, net of other expense, in the first quarter of 1997,
includes approximately $.3 million of gains on the disposal of the excess
machinery and equipment. No significant items occurred during the first quarter
of 1998.
The income tax rate in the first quarter of 1998 and 1997, as a
percentage of pre-tax results of operations, was 40.1% and 38.4%, respectively.
The Company provides for income taxes in the jurisdictions in which it pays for
income taxes at the statutory rates in effect in each jurisdiction adjusted for
differences in providing for income taxes between financial reporting and income
tax purposes.
Page 9 of 16
<PAGE>
Material Contingencies
The Company and The Black & Decker Corporation entered into a
Settlement Agreement pursuant to which Black & Decker agreed to assume full
responsibility for the investigation and remediation of any pre-May, 1986
environmental contamination at the Company's Ansonia and Derby facilities as
required by the Connecticut Department of Environmental Protection (DEP). A
preliminary environmental assessment of the Company's properties in Ansonia and
Derby, Connecticut has been conducted by Black & Decker. On the basis of the
preliminary data now available there is no reason to believe that any
remediation activities which might be required as a result of the findings of
the assessment will have a material effect upon the capital expenditures,
earnings or the competitive position of the Company. This forward looking
statement could, however, be influenced by the results of any further
investigation which the DEP might require, by DEP's conclusions and requirements
based upon its review of complete information when such is available,
unanticipated discoveries, the possibility that new or different environmental
laws might be adopted and the possibility that further regulatory review or
litigation might become necessary or appropriate.
Liquidity and Capital Resources; Capital Expenditures
Working capital and the working capital ratio at March 29, 1998 were
$14.3 million and 1.5 to 1, respectively, compared to $13.8 million and 1.6 to 1
at December 31, 1997, respectively. Subsequent to the end of the first quarter
of 1998, the Company paid a dividend of $.04 per share. The Company's ability to
pay dividends in the future is generally limited under its credit facility
described below to the aggregate of (a) 25% of net income during the most
recently completed four fiscal quarters after deducting distributions previously
made and (b) purchases by the Company of its common stock during the same
period, without the consent of and/or waiver by the Company's bank. The Company
received a waiver from its bank with respect to dividends paid in 1998.
Due to the nature of the Company's business, many sales are of a large
dollar amount. Consequently, the timing of recording such sales may cause the
balances in accounts receivable and/or inventory to fluctuate dramatically
between quarters and may result in significant fluctuations in cash provided by
operations. Historically, the Company has not experienced significant problems
regarding the collection of accounts receivable. The Company has also generally
financed its operations with cash generated by operations, with progress
payments from customers and with borrowings under its bank credit facilities.
Management anticipates that its cash balances, operating cash flows and
available credit line will be adequate to fund anticipated capital commitments
and working capital requirements for at least the next twelve months including
the integration of the Shaw asset acquisition. The Company made capital
expenditures of $.5 million and $.1 million during the first quarter of fiscal
1998 and 1997, respectively.
The Company has a worldwide multi-currency credit facility with a major
U.S. bank in an amount of $25.0 million consisting of an $18.5 million revolving
credit facility and a five year term loan for direct borrowings and letters of
credit and up to (pound)3.0 million for foreign exchange contracts. The facility
contains limitations on direct borrowings and letters of credit combined based
upon stipulated levels of accounts receivable, inventory and backlog. The
facility also contains covenants specifying minimum and maximum thresholds for
operating results and selected financial ratios. There were $9.6 million and
$7.1 million in direct borrowings under this facility at March 29, 1998, and
December 31, 1997, respectively. There were $ 5.9 million and $6.0 million of
letters of credit outstanding at March 29, 1998 and December 31, 1997,
respectively. The facility expires on January 28, 2003.
RECENT ACCOUNTING PRONOUNCEMENTS
As of January 1, 1998, the Company adopted Financial Accounting
Standard No. 130, "Reporting Comprehensive Income". Standard No. 130 establishes
new rules for the reporting and display of comprehensive income and its
components; however, the adoption of this Statement had no impact on the
Company's net income or stockholder's equity. Statement 130 requires the
Company's foreign currency translation and minimum pension liability which,
prior to adoption, were reported separately in stockholders' equity to be
included in other comprehensive income. Prior year financial statements have
been reclassified to conform to the requirements of Standard No. 130.
Page 10 of 16
<PAGE>
During the first quarter of 1998 and 1997, total comprehensive income
(loss) amounted to $.3 million and ($.6) million, respectively.
Item 2 - Quantitative and Qualitative Disclosures About Market Risk - Not
applicable.
Page 11 of 16
<PAGE>
Exhibit 11
FARREL CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share and share data)
<TABLE>
<CAPTION>
Three Months Ended
-------------------------------------------
March 29, March 30,
1998 1997
<S> <C> <C>
Net income (loss) applicable to common stock $110 ($106)
================= ================
Weighted average number of common
shares outstanding - Basic earnings per share 5,942,582 5,942,382
Effect of dilutive stock and purchase options 40,403 -
----------------- ----------------
Weighted average number of common
shares outstanding - Diluted earnings per share 5,982,985 5,942,382
================= ================
Net income/(loss) per common
share - Basic $0.02 ($0.02)
================= ================
share - Diluted $0.02 ($0.02)
================= ================
</TABLE>
Page 12 of 16
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit 10(b) Amendment to Employment Agreement between Rolf K.
Liebergesell and Farrel Corporation effective as of December
1, 1997.
Exhibit 11 (Regulation S-K) Computation of Earnings Per Share.
Exhibit 27 Financial Data Schedule
Reports on Form 8-K
No Reports on Form 8-K were filed by the registrant during the periods
covered by this report.
Page 13 of 16
<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.
FARREL CORPORATION
REGISTRANT
DATE: May 13, 1998 /s/ ROLF K. LIEBERGESELL
------------------------------------
ROLF K. LIEBERGESELL
CHIEF EXECUTIVE OFFICER, PRESIDENT
AND CHAIRMAN OF THE BOARD
DATE: May 13, 1998 /s/ CATHERINE M. BOISVERT
------------------------------------
CATHERINE M. BOISVERT
VICE PRESIDENT AND CONTROLLER
(CHIEF ACCOUNTING OFFICER)
Page 14 of 16
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("First Amendment") is
entered into effective as of December 1, 1997, by and between FARREL
CORPORATION, a Delaware corporation (the "Company"), and ROLF K.
LIEBERGESELL (the "Executive").
WHEREAS, the Company and the Executive are parties to an Employment
Agreement (the "Agreement") dated as of November 1, 1991; and
WHEREAS, the Agreement would, by its express terms, expire as of
November 30, 1997, unless extended by mutual agreement of the Company and the
Executive;
WHEREAS, the Company and the Executive, by entering into this First
Amendment, desire to extend the Agreement beyond November 30, 1997, and to amend
certain provisions thereof regarding payment to the Executive in consideration
of the non-compete provisions contained in the Agreement;
NOW, THEREFORE, in consideration of the promises and of the mutual
promises and covenants set forth herein and in the Agreement, the Company and
the Executive hereby agree as follows.
1. Notwithstanding anything to the contrary in the Agreement, including
but not limited to the provisions of "2. Term" and "8. Extension of Agreement",
the Agreement is hereby extended for an indefinite term commencing December 1,
1997.
2. The following is added to "5. Termination".
"(c) If this Agreement is extended beyond November 30, 1997,
pursuant to the second sentence of `8. Extension of Agreement', then this
Agreement shall be subject to termination by either the Company or the
Executive, upon twelve (12) months prior written notice, provided, however,
that: (a) such notice shall be given by the Company only upon the vote of a
majority of the Directors then serving; and (b) nothing in this Section 5 (c) is
intended to, nor shall it, in any way alter or limit the right of the Company,
under proper circumstances, to proceed in accordance with the provisions of
Section 5(a) of the Agreement."
Page 15 of 16
<PAGE>
3. In "7. Non-competition", the following is added to "(b)
Consideration" as the last two -- i.e., the fifth and sixth -- sentences
thereof.
"Notwithstanding anything to the contrary in the first sentence of
this Section 7(b), if the Agreement is extended beyond November 30, 1997,
pursuant to the second sentence of "8. Extension of Agreement", then the total
fee payable to the Executive over the course of the Covered Period shall be
reduced by 12.5% for each full year the Executive's employment extends beyond
December 1, 1997. By way of example, if the Executive's employment were to
continue through and expire on December 2, 1999, then the total fee payable to
the Executive over the course of the Covered Period would be reduced by 2 times
12.5% or 25%.
4. Except as and to the extent expressly amended by this First
Amendment, all provisions of the Agreement remain in full force and effect as
originally written.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date and year first written above.
FARREL CORPORATION
By: /s/ Peter L. Hess
------------------------------
Name: Peter L. Hess
Title: Secretary
EXECUTIVE
/s/ Rolf K. Liebergesell
------------------------------
Rolf K. Liebergesell
Page 16 of 16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Farrel Corporation as of March 29, 1998 and for the
three months then ended and is qualified in its entirety by reference to
such statements
</LEGEND>
<CIK> 0000034645
<NAME> FARREL
<MULTIPLIER> 1,000
<CURRENCY> US$
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-29-1998
<EXCHANGE-RATE> 1
<CASH> 3,533
<SECURITIES> 0
<RECEIVABLES> 13,837
<ALLOWANCES> 224
<INVENTORY> 23,397
<CURRENT-ASSETS> 43,028
<PP&E> 22,921
<DEPRECIATION> 10,319
<TOTAL-ASSETS> 62,212
<CURRENT-LIABILITIES> 28,725
<BONDS> 0
0
0
<COMMON> 61
<OTHER-SE> 26,053
<TOTAL-LIABILITY-AND-EQUITY> 62,212
<SALES> 15,976
<TOTAL-REVENUES> 15,976
<CGS> 11,740
<TOTAL-COSTS> 11,740
<OTHER-EXPENSES> 3,738
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 315
<INCOME-PRETAX> 183
<INCOME-TAX> 73
<INCOME-CONTINUING> 110
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 110
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
