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 period ended January 7, 1995
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 1-5486
THE DIANA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-2448698
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8200 W. Brown Deer Road, Suite 200, Milwaukee, Wisconsin 53223
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (414) 355-0037
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.
X Yes ___ No
At January 31, 1995, the registrant had issued and outstanding an
aggregate of 3,914,837 shares of its common stock.
<PAGE>
THE DIANA CORPORATION AND SUBSIDIARIES
FORM 10-Q INDEX
Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of
Operations 2
Condensed Consolidated Statements of
Cash Flows 4
Notes to Condensed Consolidated Financial
Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
(i)
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The Diana Corporation and Subsidiaries
Condensed Consolidated Balance Sheets
(Dollars in Thousands)
<TABLE>
<CAPTION>
January 7, April 2,
1995 1994
----------- ----------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets
Cash and cash equivalents $ 2,459 $ 1,661
Restricted short-term investments 300 630
Marketable securities 6,554 11,254
Receivables 16,135 15,310
Inventories 12,698 15,441
Other current assets 622 336
------ ------
Total current assets 38,768 44,632
Other assets 965 1,157
Property and equipment 3,702 3,881
Intangible assets 4,249 4,373
------ ------
$ 47,684 $ 54,043
====== ======
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Short-term borrowings $ --- $ 2,144
Accounts payable 14,159 11,637
Accrued liabilities 1,509 1,072
Current portion of long-term debt 1,372 3,572
------ ------
Total current liabilities 17,040 18,425
Long-term debt 8,036 10,539
Net liabilities of unconsolidated subsidiary 720 3,615
Other liabilities 1,010 977
Minority interest --- 1,635
Commitments and contingencies
Shareholders' equity:
Preferred stock - $.01 par value --- ---
Common stock - $1 par value 4,810 4,638
Additional paid-in capital 48,548 46,241
Accumulated deficit (27,429) (25,449)
Unrealized loss on marketable securities (313) (412)
Treasury stock (4,738) (6,166)
------ ------
Total shareholders' equity 20,878 18,852
------ ------
$ 47,684 $ 54,043
====== ======
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE>
The Diana Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
12 Weeks Ended
January 7, January 8,
1995 1994
---------- ----------
<S> <C> <C>
Net sales $ 55,159 $ 56,695
Other income 136 1,287
------ ------
55,295 57,982
Cost of sales 52,274 54,034
Selling and administrative expenses 2,338 2,286
------ ------
Operating income 683 1,662
Interest expense (193) (287)
Income tax credit (expense) (26) 400
Minority interest --- (70)
Equity in earnings (loss) of
unconsolidated subsidiaries (72) 41
------ ------
Net earnings $ 392 $ 1,746
====== ======
Earnings per common share $ .10 $ .48
====== ======
Weighted average number of common shares
outstanding 4,075 3,629
====== ======
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
The Diana Corporation and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
40 Weeks Ended
January 7, January 8,
1995 1994
---------- ----------
<S> <C> <C>
Net sales $186,163 $184,832
Other income (loss) (584) 2,260
------- -------
185,579 187,092
Cost of sales 176,980 176,760
Selling and administrative expenses 7,749 6,636
------- -------
Operating income 850 3,696
Interest expense (777) (916)
Non-operating income (expense) 68 (1,500)
Income tax credit (expense) (26) 400
Minority interest (44) (207)
Equity in earnings (loss) of
unconsolidated subsidiaries (42) 108
------- -------
Earnings before accounting change 29 1,581
Cumulative effect of accounting change --- 262
------- -------
Net earnings $ 29 $ 1,843
======= =======
Earnings per common share:
Earnings before accounting change $ .01 $ .44
Cumulative effect of accounting change .00 .07
------- -------
Net earnings $ .01 $ .51
======= =======
Weighted average number of common
shares outstanding 3,999 3,629
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
The Diana Corporation and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
40 Weeks Ended
January 7, January 8,
1995 1994
---------- ----------
<S> <C> <C>
Operating Activities:
Earnings before accounting change $ 29 $ 1,581
Reconciliation of earnings before
accounting change to net cash provided
by operating activities:
Loss (gain) on sales of marketable
securities 1,227 (324)
Depreciation and amortization 865 806
Provision for deferred compensation 292 216
Non-operating expense --- 1,500
Minority interest 44 207
Equity in (earnings) loss of
unconsolidated subsidiaries 42 (108)
Payments of deferred compensation (111) (310)
Changes in operating assets and liabilities 4,614 372
------ ------
Net cash provided by operating activities 7,002 3,940
Investing activities:
Additions to property and equipment (320) (320)
Proceeds from notes receivable --- 169
Purchases of marketable securities (5,647) (16,430)
Sales of marketable securities 9,276 15,552
Acquisition of Hollis, net of cash acquired --- (1,983)
Other 142 15
------- ------
Net cash provided (used) by investing activities 3,451 (2,997)
Financing activities:
Changes in short-term borrowings (2,144) 1,364
Payments on long-term debt (4,689) (3,380)
Payment toward bond settlement (2,822) ---
Other --- (57)
------ ------
Net cash used by financing activities (9,655) (2,073)
------ ------
Increase (decrease) in cash and cash equivalents 798 (1,130)
Cash and cash equivalents at the
beginning of the period 1,661 2,820
------ ------
Cash and cash equivalents at the end
of the period $ 2,459 $ 1,690
====== ======
Non-cash transactions:
Purchase of minority interest
with common stock $ 1,895 $ ---
Purchase of property and equipment financed
by seller --- 320
Reduction of net liabilities of
unconsolidated subsidiary --- 655
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
The Diana Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
January 7, 1995
(Unaudited)
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 forty weeks ended January 7, 1995 are not necessarily
indicative of the results that may be expected for the fiscal year ended
April 1, 1995. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on
Form 10-K for the fiscal year ended April 2, 1994.
Earnings per common share have been computed based upon the weighted
average common shares outstanding and dilutive common stock equivalents
(stock options).
NOTE 2 - Commitments and Contingencies
In connection with the sale in fiscal 1985 of substantially all of the
assets of Diana's wholesale food business, the buyer assumed certain
indebtedness of Diana, which terminates in fiscal 1998, for which Diana
remains primarily liable. Such indebtedness aggregated approximately
$469,000 at January 7, 1995. The buyer has pledged letters of credit for the
benefit of the trustee of the indebtedness as collateral for this
indebtedness.
C&L participates in an equipment leasing arrangement. C&L is subject to
a future subscription obligation relating to the equipment lease for
approximately $525,000 at January 7, 1995, if income from the underlying
lease is insufficient to fund future operations of the arrangement. The
lease for equipment expires in January 1999. The sellers have indemnified
the Company with respect to any future subscription obligations.
5
<PAGE>
The Diana Corporation and Subsidiaries
Notes to Condensed Consolidated Financial Statements
(Continued)
NOTE 3 - Related Party Transactions
At January 7, 1995 and April 2, 1994, other assets includes a receivable
of $358,000 and $387,000, respectively, from the sellers of C&L. Pursuant to
the Stock Purchase Agreement executed in connection with the acquisition of
C&L, the sellers are to reimburse the Company for any of the Company's net
operating losses used to offset taxable income generated by certain
investments owned by C&L. The receivable represents 34% of the initial
excess of the financial reporting basis over the income tax basis of such
investments less amounts collected for use of net operating losses in fiscal
1993 and 1994. The sellers are currently employed as officers by C&L.
Effective June 1994, the Company acquired the remaining 20% of C&L's
common stock from its minority shareholders in exchange for 265,262 shares
(adjusted for the 5% stock dividend paid in July 1994) of the Company's
common stock. The pro forma results of operations for the forty weeks ended
January 7, 1995 and January 8, 1994 assuming that this transaction had
occurred at the beginning of these periods are as follows (in thousands,
except per share amounts):
January 7, January 8,
1995 1994
---------- ----------
Earnings before accounting change $ 73 $1,788
====== ======
Earnings per share before accounting
change $ .02 $ .46
====== ======
This pro forma information does not purport to be indicative of the
results that actually would have been obtained if the combined operations had
been conducted during the periods presented and is not intended to be a
projection of future results.
NOTE 4 - Other
On December 31, 1994, the option granted on August 26, 1994 by the
Company and Entree Corporation to G. Michael Coggins, President of Atlanta
Provision Company, Inc. ("APC"), to purchase all of the Common and Preferred
Stock of APC expired unexercised.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The following is a summary of sales for the third quarter and year-to-
date of fiscal 1995 and 1994, including sales by significant product line for
APC (in thousands):
Third Quarter Year-To-Date
------------- ------------
1995 1994 1995 1994
---- ---- ---- ----
C&L $ 7,927 $ 7,646 $ 27,705 $ 19,928
Beef 22,512 24,869 79,410 89,882
Pork 8,790 9,110 31,450 30,932
Other 15,930 15,070 47,598 44,090
------ ------ ------- -------
APC Total 47,232 49,049 158,458 164,904
------ ------ ------- -------
$ 55,159 $ 56,695 $ 186,163 $ 184,832
====== ====== ======= =======
For the twelve weeks ended January 7, 1995, net sales decreased
$1,536,000 or 2.7% from fiscal 1994 third quarter net sales. C&L's net sales
increased $281,000 or 3.7% over fiscal 1994 third quarter net sales primarily
due to sales of products used in digital networks for integrated voice and
data communication systems. APC's overall volume (based on tonnage) during
this period increased by .2%, however, net sales decreased $1,817,000 or 3.7%
from fiscal 1994 third quarter net sales. The average sales price per pound
decreased from $1.17 per pound in fiscal 1994 to $1.12 per pound in fiscal
1995. This decrease in average sales price per pound is primarily due to
sales price decreases in beef and pork because of excess product availability
in these markets. The decreases in beef and pork sales in the third quarter
are primarily attributable to reduced average sales price per pound.
For the forty weeks ended January 7, 1995, net sales increased
$1,331,000 or .7% over fiscal 1994 sales for the same period of time. C&L's
fiscal 1995 year-to-date sales increased $7,777,000 or 39% from fiscal 1994.
The increase in C&L's year-to-date sales is attributable to increased sales
of call controllers (see discussion in the following paragraph) and products
used in digital networks for integrated voice and data communications
systems. APC's overall volume (based on tonnage) during this period
increased by .6%, however, net sales decreased by $6,446,000 or 3.9% from
fiscal 1994 sales for the same period of time. The average sales price per
pound during the forty weeks ended January 7, 1995 decreased from $1.22 in
fiscal 1994 to $1.16 in fiscal 1995. The reason for the decrease in the
average sales price per pound is the same as the third quarter decrease
above. The year-to-date decrease in beef sales is primarily attributable to
reduced average sales price per pound and to a lesser extent decreased
volume.
During the second quarter of fiscal 1995 C&L completed the sale of call
controllers pursuant to a purchase commitment made by a customer in fiscal
1994. This order resulted in call controller sales of $3,648,000 for the
forty weeks ended January 7, 1995. Sales attributable to this order
significantly impacted the increase in C&L's year-to-date call controller
7
<PAGE>
sales and total year-to-date sales over the prior year results. The Company
does not anticipate that the percentage increase in C&L's sales for the forty
weeks ended January 7, 1995 will be maintained for the balance of fiscal
1995.
Other income decreased $1,151,000 or 89.4% and $2,844,000 or 125.8%,
respectively, for the twelve and forty weeks ended January 7, 1995. The
decreases are attributable to lower interest income from marketable
securities and losses incurred on the disposition of marketable securities.
The increase in interest rates adversely impacted Diana's marketable
securities which prior to the end of the second quarter of fiscal 1995
consisted primarily of investments in corporate debt obligations.
Consequently, Diana's corporate office has reduced its investment in these
securities resulting in reduced interest income and losses on investments
that were sold. In addition, during the third quarter of fiscal year 1994,
Diana recorded $733,000 of interest income resulting from the refund of
federal income taxes of $400,000 (shown separately as an income tax credit)
paid in a prior year.
For the twelve weeks ended January 7, 1995, gross profit increased
$224,000 or 8.4% from the same period in fiscal 1994. On a consolidated
basis, gross profit as a percentage of net sales was 5.2% in the third
quarter of fiscal 1995 as compared to 4.7% in the third quarter of fiscal
1994. The increase in the gross profit percentage is primarily attributable
to an increase in C&L's higher gross profit sales as a percentage of total
sales (14.4% of fiscal 1995 net sales compared to 13.5% of net sales in
fiscal 1994). C&L's gross profit as a percentage of its net sales was 20.8%
in the third quarter of fiscal 1995 as compared to 19.3% in fiscal 1994. The
increase in C&L's gross profit percentage is due to an increase in the gross
profit percentage from the sales of call controllers. APC's gross profit as
a percentage of its net sales was 2.6% in the third quarter of fiscal 1995,
as compared to 2.4% in fiscal 1994. For the twelve weeks ended January 7,
1995, gross profit and the gross profit percentage as compared to the
corresponding period in fiscal 1994 increased primarily due to lower product
costs. The decrease in product costs was offset somewhat by increased
transportation and warehouse costs and inventory losses due to inefficiencies
in APC's warehouse and transportation operations (see discussion below).
For the forty weeks ended January 7, 1995, gross profit increased
$1,111,000 or 13.8% from the same period in fiscal 1994. On a consolidated
basis, year-to-date gross profit as a percentage of net sales was 4.9% in
fiscal 1995 as compared to 4.4% in fiscal 1994. The increase in the gross
profit percentage is primarily attributable to an increase of C&L's higher
gross profit sales as a percentage of total sales (14.9% of fiscal 1995 net
sales compared to 10.8% of net sales in fiscal 1994). C&L's gross profit as
a percentage of its net sales was 19.7% for the forty weeks ended January 7,
1995 as compared to 20.7% for the same period of time in fiscal 1994. The
decrease in C&L's gross profit percentage is due to a lower gross profit
percentage achieved on the large call controller sale discussed above and to
an increasingly competitive market for products used in digital networks for
integrated voice and data communications systems. APC's gross profit as a
percentage of its net sales for the forty weeks ended January 7, 1995 was
2.4%, unchanged from the same period of time in fiscal 1994.
8
<PAGE>
For the twelve weeks ended January 7, 1995, selling and administrative
expenses increased $52,000 or 2.3% over the same period in fiscal 1994.
Selling and administrative expenses as a percentage of net sales were 4.2%
for the twelve weeks ended January 7, 1995 as compared to 4% for the same
period in fiscal 1994. Selling and administrative expenses have increased
because of increased selling and advertising expenses incurred by C&L to
penetrate new and existing markets. C&L is incurring additional expenses to
add non-domestic customers with an initial emphasis in Mexico.
For the forty weeks ended January 7, 1995, selling and administrative
expenses increased $1,113,000 or 16.8% over the same period in fiscal 1994.
Selling and administrative expenses as a percentage of net sales were 4.2%
for the forty weeks ended January 7, 1995 as compared to 3.6% for the same
period in fiscal 1994. The increase in selling and administrative expenses
is attributable to the same factors discussed above.
For the twelve and forty weeks ended January 7, 1995, interest expense
decreased $94,000 or 32.8% and $139,000 or 15.2%, respectively, over the same
periods in fiscal 1994. The decreases are primarily attributable to a
reduction in short term borrowings by Diana's corporate office. Short term
borrowings were eliminated during the second quarter of fiscal 1995 because
of the reduction of marketable securities discussed above.
For the forty weeks ended January 7, 1995 non-operating income consisted
of a settlement payment of $233,000 received pursuant to a court order
partially offset by a non-operating expense of $165,000 representing a charge
related to the settlement of a discrimination suit brought by a former
employee of one of the Company's subsidiaries. For the forty weeks ended
January 8, 1994 the non-operating expense of $1,500,000 was an increase in
the reserve for the bond litigation which was settled in March 1994. This
charge was subsequently reversed in the fourth quarter of fiscal 1994 because
of the settlement of the litigation.
As further discussed in Note 3 to the Condensed Consolidated Financial
Statements, the decrease in minority interest is attributable to the
Company's acquisition of the remaining 20% of C&L's common stock from its
minority shareholders.
For the twelve and forty weeks ended January 7, 1995, equity in earnings
(loss) of unconsolidated subsidiaries decreased $113,000 and $150,000,
respectively, from the same periods in fiscal 1994. The primary reason for
the decrease is due to lower earnings from APC's subsidiary.
APC began to incur inefficiencies in its warehouse and transportation
operations in the third quarter of fiscal 1994. These inefficiencies
resulted primarily in increased warehouse and transportation payroll expenses
which exceeded prior years and budgeted amounts in both fiscal 1994 and 1995.
These increased expenses adversely impacted APC's fiscal 1995 results as
compared to fiscal 1994. In the first quarter of fiscal 1995, APC engaged a
management consulting firm to examine, evaluate and assist in restructuring
its operations. In addition, APC has made management changes and has
implemented new procedures in an attempt to improve its warehouse and
transportation operations. APC is incurring additional expenses in fiscal
1995 resulting from the consulting services, in addition to increased
warehouse and transportation payroll expenses and inventory losses resulting
9
<PAGE>
from a continuation of the operating inefficiencies. Management has not
determined how long the Company's results of operations will be adversely
impacted by this situation.
During the latter part of fiscal 1995's third quarter, APC obtained a
significant, new customer. APC will service the Southeastern region of this
national warehouse club. This new customer will generate a significant
amount of volume at margins that are lower than APC's average historical
margins. Initially, the addition of this new business has increased the
operational inefficiencies discussed above. After the resolution of these
operational inefficiencies, APC should be able to service this customer at a
lower average cost than its other customers because of efficiencies that
should result from shipping large volumes of product. Due to the addition of
this new customer and the limits on APC's ability to efficiently service
certain customers, APC is reviewing and evaluating the service requirements
and profitability of these customers to identify less profitable business
that can be discontinued.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital was $21,728,000 at January 7, 1995 as
compared to $26,207,000 at April 2, 1994. The decrease in working capital of
$4,479,000 is primarily attributable to payments of $2,822,000 made by the
Company pursuant to the settlement of the Ossmann suit, losses incurred on
the Company's marketable securities and a reduction in C&L's borrowings under
its Loan and Security Agreement. The Company reported cash flow from
operating activities of $7,002,000 during the forty weeks ended January 7,
1995, as compared to a cash flow of $3,940,000 during the comparable period
in fiscal 1994. The primary reason for the improved cash flow is due to the
collection in fiscal 1995 by Diana's corporate office of a receivable from
the Internal Revenue Service recorded during the third quarter of fiscal 1994
for a tax refund and interest thereon (discussed above) and better management
of inventory through a reduction in inventory levels and increased inventory
turnover by both C&L and APC.
Receivables have increased primarily because of an increase in APC's
receivables resulting from business obtained from the new customer discussed
above. Accounts payable have increased primarily because of an increase in
APC's accounts payable resulting from better terms obtained by APC from
certain of its suppliers. APC's inventory has not reflected the same level
of increase as accounts receivable or accounts payable because product sold
to this new customer turns over faster than the remainder of APC's inventory.
In addition to the losses realized on the Company's marketable
securities during the twelve and forty weeks ended January 7, 1995 that was
previously discussed, the Company had unrealized losses on its remaining
marketable securities at January 7, 1995 of $313,000. These unrealized
losses are not reported in the Statement of Operations, however, they are
reported as a separate component of Shareholders' Equity at January 7,
1995.
For the forty weeks ended January 7, 1995, the Company had $320,000 of
capital expenditures. C&L's and APC's Loan and Security Agreements include
covenants that restrict capital expenditures. In fiscal 1995, C&L's and
APC's capital expenditures will be limited to $700,000 because of covenants
in their Loan and Security Agreements that restrict capital expenditures.
10
<PAGE>
C&L's credit facility provides for a revolving line of credit of up to
$6,000,000 with interest at the prime rate plus .25% through December 1995.
At January 7, 1995, C&L borrowed $847,000 and had available unused borrowing
capacity of $5,153,000.
APC's credit facility provides a revolving line of credit of up to
$9,500,000 with interest at the prime rate plus 2% through November 1996. A
$2 million letter of credit facility is included within the total credit
facility. At January 7, 1995, APC borrowed $5,196,000 and had letters of
credit of $1,500,000 issued on its behalf. At January 7, 1995, APC had
available unused borrowing capacity of $2,054,000.
11
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
27 - Financial Data Schedule
b) Reports on Form 8-K:
None
12
<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.
THE DIANA CORPORATION
By:/s/ Richard Y. Fisher
Richard Y. Fisher
Chairman of the Board,
President and Chief
Executive Officer
By:/s/ R. Scott Miswald
R. Scott Miswald
Principal Financial Officer
DATE: February 17, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF THE DIANA CORPORATION AS OF AND
FOR THE 40 WEEKS ENDING JANUARY 7, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> APR-01-1995
<PERIOD-START> APR-03-1994
<PERIOD-END> JAN-07-1995
<CASH> 2759
<SECURITIES> 6554
<RECEIVABLES> 16850
<ALLOWANCES> (715)
<INVENTORY> 12698
<CURRENT-ASSETS> 38768
<PP&E> 8115
<DEPRECIATION> (4413)
<TOTAL-ASSETS> 47684
<CURRENT-LIABILITIES> 17040
<BONDS> 8036
<COMMON> 4810
0
0
<OTHER-SE> 21119
<TOTAL-LIABILITY-AND-EQUITY> 47684
<SALES> 186163
<TOTAL-REVENUES> 185579
<CGS> 176980
<TOTAL-COSTS> 176980
<OTHER-EXPENSES> 7749
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 777
<INCOME-PRETAX> 55
<INCOME-TAX> 26
<INCOME-CONTINUING> 29
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
