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 Period Ended September 30, 1995
Commission File Number 0-10745
DATA SWITCH CORPORATION
______________________________________________________
(Exact name of Registrant as specified in its Charter)
DELAWARE 06-0962862
_______________________________ ____________________________
(State or other jurisdiction of (IRS Employer Identification
incorporation) Number)
One Enterprise Drive, Shelton, Connecticut 06484
_________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (203) 926-1801
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 filing requirements for
the past 90 days, [X] YES [ ] NO.
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock at September 30, 1995.
Securities registered pursuant to Section 12(b) of the Act.
Title of Each Class Number of Shares Outstanding
Common Stock, $.01 par value, 12,609,645
with Purchase Rights attached
Common Stock Purchase Warrants 10,112
(expiring December 31, 1995)<PAGE>
DATA SWITCH CORPORATION
INDEX
PAGE NO.
PART I. UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL INFORMATION
Consolidated Balance Sheets as of September 30, 1995 and
December 31, 1994 2
Consolidated Statements of Operations for the three and
nine months ended September 30, 1995 and
September 30, 1994 3
Consolidated Statements of Cash Flows for the nine months
ended September 30, 1995 and September 30, 1994 4
Notes to Unaudited Consolidated Condensed Financial
Statements 5-6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 4. Submission of Matters to a Vote of
Security Holders 9
Item 6. Exhibits and Reports on Form 8-K 9
(11) Computation of Earnings Per Share
for the three and nine months ended
September 30, 1995 and September 30, 1994 11
<TABLE>
DATA SWITCH CORPORATION
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1995, (unaudited), AND DECEMBER 31, 1994
(000's except share data)
<CAPTION>
September 30, December 31,
1995 1994
______________ _____________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 11,879 $ 7,757
Accounts receivable
(net of allowance for doubtful
accounts of $412 in 1995
and $553 in 1994) 21,092 18,713
Income taxes receivable - 161
Lease receivables, net 1,116 1,475
Inventories 14,408 14,672
Prepaid expenses and other 1,251 646
______________ ____________
Total current assets 49,746 43,424
Long-term lease receivables, net 2,111 3,288
Property and equipment, net 9,314 7,988
Other 2,584 2,988
______________ ____________
Total assets $ 63,755 $ 57,688
============== ============
Current liabilities:
Accounts payable, trade $ 5,613 $ 4,525
Short-term debt 676 1,578
Current portion of
long-term debt 215 18
Accrued compensation 2,028 2,081
Other accrued liabilities 4,688 5,098
Income taxes payable 1,407 801
Other taxes payable 666 508
Current portion of capital
lease obligations 195 237
______________ ____________
Total current liabilities 15,488 14,846
Long-term debt 20,837 19,591
Capital lease obligations,
less current portion 440 506
Deferred income taxes 141 130
Contingencies - -
Shareholders'equity:
Common stock, $.01 par value;
authorized 20,000,000 shares;
issued 12,646,017 and 12,425,320
shares at September 30, 1995 and
December 31, 1994, respectively 126 124
Additional paid-in capital 51,202 50,669
Accumulated deficit (24,178) (27,724)
Cumulative translation adjustment (91) (165)
Less:
Treasury stock, at cost
(36,372 shares at September 30,
1995 and 48,429 shares at and
December 31, 1994) (210) (289)
______________ ____________
Total shareholders' equity 26,849 22,615
______________ ____________
Total liabilities and
shareholders' equity $ 63,755 $ 57,688
============== ============
<FN>
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<TABLE>
DATA SWITCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(000's except per share data)
(unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
Revenues: 1995 1994 1995 1994
_________ _________ _________ _________
<S> <C> <C> <C> <C>
Product revenues $ 20,223 $ 18,318 $ 57,908 $ 52,277
Service revenues 5,416 5,109 15,786 14,578
_________ _________ _________ _________
Revenues, net 25,639 23,427 73,694 66,855
Cost of revenues:
Cost of product
revenues 11,072 9,570 32,154 27,967
Cost of service
revenues 2,944 3,010 8,901 8,637
_________ _________ _________ _________
Cost of revenues 14,016 12,580 41,055 36,604
Gross profit 11,623 10,847 32,639 30,251
Operating expenses:
Selling, general
and administrative 6,181 6,256 18,347 18,364
Engineering and
development 2,332 2,539 7,264 8,130
Relocation expense 267 - 700 -
_________ _________ _________ _________
Total operating
expenses 8,780 8,795 26,311 26,494
Income from operations 2,843 2,052 6,328 3,757
Other income (expense):
Interest expense (514) (487) (1,465) (1,497)
Foreign exchange gain
(loss) 14 11 18 137
Other, net 171 22 408 41
_________ _________ _________ _________
Total other
income (expense) (329) (454) (1,039) (1,319)
Income before
income taxes 2,514 1,598 5,289 2,438
Provision for income
taxes 877 585 1,851 853
_________ _________ _________ _________
Income before extra-
ordinary gain 1,637 1,013 3,438 1,585
Extraordinary gain
on repurchase of debt - - 108 -
_________ ________ _________ _________
Net income $ 1,637 $ 1,013 $ 3,546 $ 1,585
========= ======== ========= =========
Primary earnings per
share before extra-
ordinary gain $ 0.13 $ 0.08 $ 0.27 $ 0.13
========= ========= ========= =========
Primary earnings
per share $ 0.13 $ 0.08 $ 0.28 $ 0.13
========= ========= ========= =========
Fully diluted earnings
per share before extra-
ordinary gain $ 0.12 (a) $ 0.27 (a)
========= ========= ========= =========
Fully diluted earnings
per share $ 0.13 (a) $ 0.27 (a)
========= ========= ========= =========
Weighted average number
of common shares
outstanding 12,977 12,374 12,860 12,341
========= ========= ========= =========
<FN>
(a) Not presented as a result of being anti-dilutive.
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<TABLE>
DATA SWITCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's)
(unaudited)
<CAPTION>
Nine Months Ended September 30,
1995 1994
_______________________________
<S> <C> <C>
Cash flows from operating
activities:
Net income $ 3,546 $ 1,585
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation 2,317 2,568
Goodwill amortization 128 128
Extraordinary gain (108) -
Deferred income taxes - (23)
Changes in operating assets
and liabilities:
(Increase) decrease in:
Receivables (725) 5,766
Inventories 299 4,917
Prepaid expenses and other (427) 250
Increase (decrease) in:
Accounts payable, trade 1,079 (1,813)
Accruals (504) (1,196)
Income taxes payable 532 591
Other taxes payable 131 (63)
Other, net 244 (136)
___________ ___________
Net cash provided by
operating activities 6,512 12,574
Cash flows from investing
activities:
Property and equipment additions (3,621) (1,499)
Loan to shareholder (500) -
Repayment of loan to shareholder 500 -
___________ ___________
Net cash used in investing
activities (3,621) (1,499)
___________ ___________
Net cash provided before
financing activities 2,891 11,075
Cash flows from financing
activities:
Net payments of short-term debt (746) 1,628
Proceeds under long-term
borrowings 4,790 15,307
Principal payments and
repurchases under
long-term borrowings (3,449) (21,350)
Proceeds from issuance of
common stock 614 255
___________ ___________
Net cash provided (used)
by financing activities 1,209 (4,160)
Effect of exchange rate
changes on cash 22 39
___________ ___________
Net increase in cash and
cash equivalents 4,122 6,954
Cash and cash equivalents at
beginning of the period 7,757 491
___________ ___________
Cash and cash equivalents at
end of the period $ 11,879 $ 7,445
=========== ===========
Supplemental disclosures of
cash flow information:
Cash paid during the period for:
Interest $ 1,148 $ 1,153
Income taxes $ 1,088 $ 224
<FN>
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
DATA SWITCH CORPORATION
NOTES TO UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
necessary, consisting of normal recurring items, to fairly present
the financial position of the Company as of September 30, 1995 and
the results of operations for the three and nine months ended
September 30, 1995 and 1994 and cash flows for such nine month
periods. The December 31, 1994 condensed balance sheet data was
derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
The financial statements contained herein should be read in
conjunction with the financial statements and related notes
included in Form 10-K for the year ended December 31, 1994 as filed
with the Securities and Exchange Commission.
2. Inventories consist of (000's):
September 30, 1995 December 31, 1994
Raw materials $ 8,428 $ 8,266
Systems in process 1,134 1,541
Finished goods 3,286 3,392
Demo equipment 1,560 1,473
__________ _________
$ 14,408 $ 14,672
========== =========
3. In March of 1993, the Company entered into a long-term
revolving line of credit agreement with People's Bank providing for
domestic borrowings of up to $8,000,000, of which $5,750,000 was
available as of September 30, 1995 based on a formula of eligible
receivables (as defined). The credit facility is collateralized by
a first lien on substantially all of the Company's assets, and the
agreement contains, among other provisions and covenants, the
following: (1) subordination of all existing and future
indebtedness (as defined) of the Company to the indebtedness under
the credit facility; (2) limitations on dividend payments, stock
purchases and subordinated debt repurchases; (3) maintenance of
levels of Consolidated Adjusted Tangible Net Worth (as defined) and
(4) achievement of various financial ratios. The Company is
required to pay a commitment fee equal to 1% of the unused
borrowings under the line of credit. The loans mature on March 1,
1996, and bear interest at the People's prime rate plus 1-1/4%.
In March 1995, the Company entered into a new international
overdraft line of credit with National Westminster Bank Plc,
enabling its foreign subsidiaries to borrow up to an aggregate of
$2,250,000 of which $1,324,000 was available as of September 30,
1995. Borrowings under this line of credit are payable upon
demand, are available until December 31, 1995, and are secured by
a standby letter of credit and the cross guarantees of the Company
and its subsidiaries. The loans bear interest at the rate of
National Westminster's prime rate plus 1%. As the letter of credit
securing this loan was funded under the Company's domestic credit
line, the Company's borrowing ability under its domestic line of
credit has been reduced for the aggregate amount of $2,250,000 so
long as this facility remains available.
In August 1994 the Company received a grant of $100,000 and a
loan of $100,000 from the state of Connecticut in connection with
the relocation of its manufacturing facility to Orange, Connecticut
in 1992. The loan is payable monthly over five years at a rate of
5% per annum.
In March 1995 the Company received a mortgage loan of
$2,500,000 from the State of Connecticut related to the purchase of
its new facility in Shelton, Connecticut. The loan is payable
monthly over 10 years. The rate is adjusted annually at 1% below
LIBOR. The rate for 1995 is 5.75%.
In January 1995 the Company repurchased $750,000 face amount
of its 8 1/4% convertible subordinated debentures. This repurchase
resulted in an extraordinary gain of $95,000, net of income taxes
and related deferred issuance costs.
In April 1995 the Company repurchased $199,000 face amount of
its 9% convertible subordinated debentures. This repurchase
resulted in an extraordinary gain of $13,000, net of income taxes
and related deferred issuance costs.
4. In January 1995, the Company made a loan to Mr. Greene,
founder of the Company and former Chairman of the Board of
Directors, in the amount of $500,000, collateralized by a pledge of
400,000 shares of the Company's common stock, to be repaid in
thirty six (36) equal monthly installments commencing on January 1,
1997, plus interest at the rate charged to the Company by its
principal lender, plus 1%, which interest payments began upon the
effective date of the agreement. In consideration for this loan,
Mr. Greene granted to the Company an option to purchase 200,000
shares of the pledged stock at a price of $3.00 per share, and a
right of first refusal to purchase any other shares of common stock
which Mr. Greene may desire to sell in a private sale transaction.
Mr. Greene repaid this loan in full in August 1995 at which time
the option to purchase 200,000 shares of the pledged stock and the
right of first refusal were terminated.
5. On May 8, 1995 the Company entered into an Agreement and Plan
of Merger ("Merger Agreement") with General Signal Corporation
("General Signal") and a direct wholly-owned subsidiary of General
Signal, pursuant to which the Company has agreed, subject to the
approval of the Shareholders of the Company, to an exchange of
shares of the Company into shares of General Signal. The exchange
has been established at .14357 shares of General Signal for each
share of the Company.
The Merger Agreement contains provisions with respect to
representations and warranties and covenants of both parties. In
the event of termination due to certain circumstances, the Company
may be obligated to pay General Signal's expenses in connection
with the Agreement of up to $1.5 million plus an additional fee of
up to $2.4 million. In connection with the merger, Richard E.
Greene, the largest single shareholder of the Company, has entered
into a Letter Agreement with General Signal, approved by the
Company, which provides for his support of the Agreement, and his
proxy to vote for the Merger Agreement and against approval or
ratification of any other acquisition proposal. Mr. Greene also
agreed to repay to the Company the principal amount of all
outstanding loans at least 30 days prior to the consummation of the
merger. These loans were repaid in full in August 1995.
DATA SWITCH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company reported net income for the third quarter of 1995 of
$1,637,000 compared with net income of $1,013,000 in the third
quarter of 1994. The Company reported net income for the nine
months ended September 30, 1995 of $3,546,000, including a $108,000
extraordinary gain on the repurchase of debentures, compared with
$1,585,000 for the same time period in 1994.
Revenues for the three and nine months ended September 30, 1995
increased 9.4% to $25,639,000 and 10.2% to $73,694,000,
respectively, from the comparable 1994 period. The increase is
attributable to gains in the Company's newer product lines,
partially offset by decreases in traditional product lines. For
the year, domestic revenues are up 9.5% and international revenues
are up 23.2% over last year. Service revenues for the three and
nine months ended September 30, 1995 were 6.0% and 8.3% higher than
the comparable 1994 periods.
The gross profit margin for the three months ended September 30,
1995 was 45.3%, compared with 46.3% in 1994. For the year, gross
profit margin was 44.3% compared with 45.2% in 1994. Margins are
down due to an unfavorable product mix. Service margins for the
third quarter and nine months of 1995 were 45.6% and 43.6%,
respectively, up from 41.1% and 40.8% for the same time period in
1994 primarily as a result of increased revenues.
Selling, general and administrative expense-to-revenue ratio
decreased to 24.1% in the third quarter of 1995 from 26.7% for the
third quarter of 1994, primarily due to the increased revenue base.
Actual expenses decreased by $75,000 compared with the third
quarter 1994, due to lower personnel costs partially offset by
higher commission expense and increased promotional activities.
The expense-to-revenue ratio decreased to 24.9% for the nine months
of 1995, compared with 27.5% for the nine months of 1994, as a
result of the higher revenue base.
Engineering and development expenditures for the three and nine
months ended September 30, 1995 decreased to 9.1% and 9.9% of
revenues, respectively, from 10.8% and 12.2% of revenues for
comparable periods in 1994. Actual expenditures for the third
quarter and nine months of 1995 decreased $207,000 and $866,000,
respectively, compared with the same periods of 1994, due to lower
parts costs and savings from consolidating facilities offset
partially by higher personnel costs.
Costs related to the consolidation of the Company's Connecticut
facilities into one building were $267,000 for the third quarter
and $700,000 for the first nine months of 1995. No other
significant costs are expected to be incurred.
Interest expense in the third quarter of 1995 increased by 5.5% due
primarily to mortgage interest on the new facility partially offset
by lower debt levels. Interest expense for the nine months of 1995
decreased by 2.1%. During the first quarter of 1995 the Company
repurchased $750,000 face amount of 8 1/4% convertible subordinated
debentures which resulted in an extraordinary gain of $95,000, net
of taxes and related deferred issuance costs. In the second
quarter the Company repurchase $199,000 face amount of 9%
convertible subordinated debentures, which resulted in an
extraordinary gain of approximately $13,000, net of taxes and
related issuance costs.
Other income increased for the third quarter and nine months of
1995 by $149,000 and $367,000 respectively, over the comparable
1994 periods due primarily to short-term investments of cash
reserves.
Provisions for income taxes was $877,000 and $1,851,000 for the
three and nine months ended September 30, 1995, respectively, based
on the estimated annual effective tax rate of 35%, versus a
provision of $585,000 and $853,000 for the comparable 1994 periods.
The estimated tax rate for 1995 is higher than the federal
statutory rate of 34.0% because of state taxes and higher
international taxes, partially offset by anticipated utilization of
loss carryforwards and tax credits.
On May 8, 1995 the Company entered into an Agreement and Plan of
Merger with General Signal Corporation and a direct wholly-owned
subsidiary of General Signal pursuant to which the Company agreed
to an exchange of shares of the Company into shares of General
Signal (See Note 5).
In March, 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of". This statement establishes accounting
standards for the impairment of long-lived assets and certain
identifiable intangibles to be disposed of. Implementation of the
statement is required for fiscal years beginning after December 15,
1995. The Company is in the process of reviewing the statement and
as of this date has not determined its impact. The Company has not
determined whether it will adopt the statement prior to the
required date.
Liquidity and Capital Resources
_______________________________
The Company generated $2,891,000 of cash before financing
activities in the first nine months of 1995, compared with
generating $11,075,000 in the first nine months of 1994. Working
capital at September 30, 1995 increased by $5,680,000 from December
31, 1994 as a result of an increase in cash and accounts receivable
partially offset by increased accounts payable and income taxes
payable. The ratio of current assets to current liabilities is
3.2:1 at September 30, 1995. In addition to selling its products,
the Company also leases its products under sales-type lease
agreements. These receivables are available for sale as a source
of financing.
In November 1994, the Company purchased an 83,000 square foot
facility in Shelton, Connecticut for the purchase price of $3.1
million. This facility serves as the Company's corporate
headquarters and manufacturing plant as the leases for the
Company's facilities in Shelton and Orange, Connecticut expired in
mid-1995. The Company has spent approximately $1.6 million in
additional capital improvements on the facility, including the
addition of 11,000 square feet of warehouse space.
The Company financed its new Shelton facility with a $2,500,000 low
interest State of Connecticut mortgage loan. Short-term debt
consisted of $676,000 of international borrowings. The current
portion of long-term debt consisted of $19,000 of the State of
Connecticut loan and $196,000 of the State of Connecticut mortgage
loan. Long-term debt consisted of $18,566,000 of convertible
subordinated debentures, $61,000 of the State of Connecticut loan,
and $2,210,000 for the State of Connecticut mortgage loan. The
Company had $7,324,000 of its $8,000,000 domestic and international
revolving line of credit available at September 30, 1995.
In the opinion of management, existing financial resources,
including cash anticipated to be generated by operations and
available under existing credit facilities, will be adequate to
meet current and expected operating and capital requirements.
Impact of Inflation
___________________
Inflation did not have a significant impact on the Company during
1994 and is not expected to do so in 1995.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
(Ng vs. Data Switch)
Item 4. Submission of Matters to a Vote of Security Holders
None.
Item 6. Exhibits and Reports on Form 8-K
Exhibits
(11) Computation of Earnings Per Share
Reports on Form 8-K
The issuer has not filed any reports on Form 8-K during
the quarter for which this report is filed.
DATA SWITCH CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) 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.
DATA SWITCH CORPORATION
_______________________
(Registrant)
Date: November 8, 1995 /s/ William J. Lifka
_______________________
William J. Lifka
Chairman and
Chief Executive Officer
Date: November 8, 1995 /s/ William J. Lifka
_______________________
W. James Whittle
President and
Chief Financial Officer
DATA SWITCH CORPORATION Exhibit 11
COMPUTATION OF EARNINGS PER SHARE
(000's except per share data)
[CAPTION]
For the Three For the Nine
Months Ended Months Ended
September 30, September 30,
1995 1994 1995 1994
_______________ _____________
[S] [C] [C] [C] [C]
Primary
_______
Shares outstanding at
the beginning of the
period 12,576 12,318 12,377 12,176
Weighted average
number of shares
issued and
issuable share
equivalents 401 56 483 165
________ ________ ________ ________
Weighted average
number of common
shares outstanding 12,977 12,374 12,860 12,341
======== ======== ======== ========
Income before extra-
ordinary gain $ 1,637 $ 1,013 $ 3,438 $ 1,585
======== ======== ======== ========
Net income $ 1,637 $ 1,013 $ 3,546 $ 1,585
======== ======== ======== ========
Primary earnings
per share before
extraordinary gain $ 0.13 $ 0.08 $ 0.27 $ 0.13
======== ======== ======== ========
Primary earnings
per share $ 0.13 $ 0.08 $ 0.28 $ 0.13
======== ======== ======== ========
Fully Diluted
Shares outstanding at
the beginning of
the period
12,576 12,318 12,377 12,176
Weighted average
number of shares
issued and issuable
share equivalents 401 56 510 171
Assumed conversion
of debentures 2,683 2,820 2,683 2,820
________ ________ ________ ________
Weighted average
number of shares
issued as adjusted
for full dilution 15,660 15,194 15,570 15,167
======== ======== ======== ========
Income before extra-
ordinary gain $ 1,637 $ 1,013 $ 3,438 $ 1,585
======== ======== ======== ========
Net income $ 1,637 $ 1,013 $ 3,546 $ 1,585
======== ======== ======== ========
Adjustment for
interest, net of tax,
on convertible
debentures 231 243 696 729
________ ________ ________ ________
Adjusted net income
before extraordinary
gain $ 1,868 $ 1,256 $ 4,134 $ 2,314
======== ======== ======== ========
Adjusted net income $ 1,868 $ 1,256 $ 4,242 $ 2,314
======== ======== ======== ========
Fully diluted earnings
per share before (a) (a)
extraordinary gain $ 0.12 $ 0.08 $ 0.27 $ 0.15
======== ======== ======== =========
Fully diluted earnings
per share (a) (a)
$ 0.12 $ 0.08 $ 0.27 $ 0.15
======== ======== ======== =========
[FN]
(a) These calculations are submitted in accordance with SEC
Release No. 9083, although they are not in accordance with APB
opinion No. 15 because the additional incremental shares are
anti-dilutive and increase the reported net income per share.
</TABLE?
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 11,879
<SECURITIES> 0
<RECEIVABLES> 21,504
<ALLOWANCES> 412
<INVENTORY> 14,408
<CURRENT-ASSETS> 49,746
<PP&E> 26,601
<DEPRECIATION> 20,287
<TOTAL-ASSETS> 63,755
<CURRENT-LIABILITIES> 15,488
<BONDS> 18,566
<COMMON> 126
0
0
<OTHER-SE> 26,723
<TOTAL-LIABILITY-AND-EQUITY> 63,755
<SALES> 73,694
<TOTAL-REVENUES> 73,694
<CGS> 41,055
<TOTAL-COSTS> 14,055
<OTHER-EXPENSES> (426)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,465
<INCOME-PRETAX> 5,289
<INCOME-TAX> 1,851
<INCOME-CONTINUING> 3,438
<DISCONTINUED> 0
<EXTRAORDINARY> 108
<CHANGES> 0
<NET-INCOME> 3,546
<EPS-PRIMARY> .28
<EPS-DILUTED> .27
</TABLE>
