<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1999
------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission File Number 1-9511
THE COAST DISTRIBUTION SYSTEM, INC.
---------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2490990
-------- ----------
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
350 Woodview Avenue, Morgan Hill, California 95037
-------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(408) 782-6686
------------------------------------------------------
(Registrant's telephone number, including area code)
N/A
--------------------------------------------------
(Former name, former address and former fiscal
year, if changed, since last report)
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.
4,709,341 shares of Common Stock as of May 11, 1999
<PAGE> 2
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, 1999 and December 31, 1998
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
(UNAUDITED) (AUDITED)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 258 $ 435
Accounts receivable - net 34,096 12,412
Inventories 39,400 37,246
Other current assets 2,497 2,258
-------- --------
Total current assets 76,251 52,351
PROPERTY, PLANT, AND EQUIPMENT - NET 3,991 3,904
OTHER ASSETS 9,460 10,558
-------- --------
$ 89,702 $ 66,813
======== ========
LIABILITIES
CURRENT LIABILITIES
Current maturities of long-term
obligations $ 2,676 $ 2,696
Accounts payable - trade 15,999 4,647
Other current liabilities 2,383 2,071
-------- --------
Total current liabilities 21,058 9,414
LONG-TERM OBLIGATIONS
Secured note payable to bank 33,504 21,245
Other long-term liabilities 2,081 2,086
-------- --------
35,585 23,331
REDEEMABLE PREFERRED STOCK
OF SUBSIDIARY 190 237
SHAREHOLDERS' EQUITY
Preferred stock, $.001 par value;
authorized: 5,000,000 shares;
none issued or outstanding -- --
Common stock, $.001 par value;
authorized: 20,000,000 shares;
issued and outstanding:
4,864,936 at March 31, 1999
and 5,279,854 at December 31, 1998 5 5
Additional paid-in capital 18,280 19,635
Cumulative translation adjustment (611) (665)
Retained earnings 15,195 14,856
-------- --------
32,869 33,831
-------- --------
$ 89,702 $ 66,813
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands)
Three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Net sales $ 41,129 $ 38,364
Cost of sales, including
distribution costs 33,999 31,874
-------- --------
Gross Profit 7,130 6,490
Selling, general and administrative
expenses 5,717 4,696
-------- --------
Operating income 1,413 1,794
Other income (expense)
Interest expense (623) (724)
Other (13) --
-------- --------
(636) (724)
-------- --------
Earnings before income taxes 777 1,070
Income tax expense 437 462
-------- --------
NET EARNINGS $ 340 $ 608
======== ========
Earnings per common share:
Basic $ .07 $ .12
======== ========
Diluted $ .07 $ .12
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Dollars in thousands)
Three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 340 $ 608
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 359 376
Changes in assets and liabilities:
Increase in accounts receivable (21,684) (19,830)
Increase in inventories (2,154) (1,371)
Increase in prepaids and other
current assets (239) (488)
Increase in accounts payable 11,352 11,520
(Decrease) Increase in note, accrueds, and other
current liabilities 312 (914)
-------- --------
Total adjustments (12,054) (10,707)
-------- --------
Net cash used in operating activities (11,714) (10,099)
Cash flows from investing activities:
Capital expenditures (300) (47)
Decrease in other assets 953 39
Proceeds from sale of investment -- 5,338
-------- --------
Net cash provided by investing activities 653 5,330
Cash flows from financing activities:
Net borrowings under line-of-credit agreement 12,259 5,368
Net borrowings (repayments) of other long-term debt (25) (68)
Issuance of Common Stock pursuant to Employee
Stock Option Plans 86 81
Redemption of redeemable preferred stock of subsidiary (47) (51)
Dividends on preferred stock of subsidiary (2) (3)
Repurchase of Common Stock (1,441) --
-------- --------
Net cash provided by financing activities 10,830 5,327
Effect of exchange rate changes on cash 54 29
-------- --------
NET INCREASE (DECREASE) IN CASH (177) 587
Cash beginning of period 435 308
-------- --------
Cash end of period $ 258 $ 895
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present the Company's financial position as of March 31, 1999 and the
results of its operations and cash flows for the three months ended
March 31, 1999 and 1998. The accounting policies followed by the Company
are set forth in Note A to the Company's financial statements in its
Annual Report on Form 10-K for its fiscal year ended December 31, 1998.
2. The results of operations for the three-month periods ended March 31,
1999 and 1998 are not necessarily indicative of the results to be
expected for the full year. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included elsewhere in
this report.
3. Earnings per share. Basic earnings per share is computed using the
weighted average number of common shares outstanding during the period.
Diluted earnings per share is computed using the weighted average number
of common and common equivalent shares outstanding during the period.
Common equivalent shares consist of the incremental common shares
issuable upon the exercise of stock options (using the treasury stock
method). Common equivalent shares are excluded from the computation if
their effect is anti-dilutive.
4. The Company leases its corporate offices, warehouse facilities and data
processing equipment. Those leases are classified as operating leases as
they do not meet the capitalization criteria of FASB Statement No. 13.
The office and warehouse leases expire over the next eight years and the
equipment leases expire over the next five years.
The minimum future rental commitments under noncancellable operating
leases having an initial or remaining term in excess of one year as of
December 31, 1998 are as follows:
<TABLE>
<CAPTION>
YEAR ENDING
DECEMBER 31, EQUIPMENT FACILITIES TOTAL
------------ --------- ---------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
1999 $ 57 $ 2,521 $ 2,578
2000 15 1,734 1,749
2001 8 1,632 1,640
2002 1 1,368 1,369
2003 -- 1,313 1,313
Thereafter -- 4,250 4,250
----- ------- -------
$ 81 $12,818 $12,899
===== ======= =======
</TABLE>
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
Factors Generally Affecting Sales of RV and Boating Products
The Company is the largest wholesale distributor of replacement parts,
accessories and supplies for recreational vehicles, and one of the largest
distributors of replacement parts, accessories and supplies for boats, in North
America. Sales are made by the Company to retail parts and supplies stores,
service and repair establishments, and new and used recreational vehicle and
boat dealers ("After-Market Customers"). The Company's sales are affected
primarily by (i) usage of recreational vehicles and boats which affects the
consumers' needs for and purchases of replacement parts, repair services and
supplies, and (ii) sales of new recreational vehicles and boats, because
consumers often "accessorize" their recreational vehicles and boats at the time
of purchase.
The usage and the purchase, by consumers, of recreational vehicles and
boats depend, in large measure, upon the extent of discretionary income
available to consumers and their confidence about economic conditions. Weather
conditions also affect the usage of recreational vehicles and boats. As a
result, the Company's sales and operating results can be, and in the past have
been, adversely affected by recessionary economic conditions, increases in
interest rates, which affect the availability and affordability of financing for
purchases of recreational vehicles and boats, increases in gasoline prices which
adversely affect the costs of using recreational vehicles and boats, and
unusually adverse weather conditions.
Over the past three years, the recreational products After Market in
North America has become increasingly competitive, as participants in the After
Market have sought to reduce their costs of goods and their prices and to
increase market share. The Company, itself, was one of the first After-Market
participants to change its business by designing and arranging for the
manufacture, by third party contract manufacturers, in North America, Europe and
Asia, of a growing line of proprietary products that it is able to obtain at
lower costs than functionally equivalent products from traditional sources. Over
this same period, some product manufacturers have chosen to integrate their
operations vertically to include distribution as well as manufacturing, thereby
becoming competitors of the Company and other distributors. Additionally,
recreational vehicle and boat manufacturers are increasingly installing, as
original equipment on the recreational vehicles and boats which they
manufacture, products, such as air conditioners and awnings and other
accessories, that had previously been sold almost exclusively in the After
Market. These developments resulted in significant changes in supply
relationships within the recreational products After Market and adversely
affected the Company's operating results in 1997 and 1996. During 1997 the
Company began to implement strategies to respond to the changed conditions in
the After Market. Those strategies enabled the Company to improve its operating
results in 1998. However, there is no assurance that other changes in supply
relationships, adverse to the Company, will not occur in the future.
Results of Operations
Net Sales. Net sales increased by approximately $2,765,000 or 7% in the
quarter ended March 31, 1999, as compared to the corresponding quarter of 1998.
This sales increase was due to the
6
<PAGE> 7
continued strength in the RV industry both at the OEM and the after-market
level, and, to the acquisition, in May 1998, of the aftermarket wholesale
distribution business of Marine Distributors, Inc.
Gross Margin. The Company's gross margin increased to 17.3% of net sales
in the three months ended March 31, 1999 from 16.9% for the same period of 1998.
This increase was due primarily to: (i) price increases on selected products
that the Company sells, and (ii) a slight change in the mix of products sold to
include more lower-ticket, higher-margin items.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $1,021,000 in the first quarter of 1999 as
compared to the same quarter of 1998. As a percentage of sales, selling, general
and administrative expenses increased to 13.9% for the first three months of
1999 from 12.2% in the comparable period of 1998. These increases were due to
costs associated with the transfer of the Company's corporate headquarters from
San Jose, California to Morgan Hill, California and the implementation of the
Company's new computer system, which will become effective in the third quarter
of 1999.
Operating Income. The increase in the Company's selling, general and
administrative expenses more than offset the benefits resulting from the
increased sales and gross margin. As a result, operating income declined in the
first three months of 1999 to $1,413,000 from $1,794,000 in the same period of
1998.
Interest Expense. In the quarter ended March 31, 1999, interest expense
declined by $101,000 or 14%, as compared to the same quarter of 1998. This
decrease was the result of reductions in average long-term borrowings
outstanding during the first three months of 1999, as compared to the same
quarter of 1998, and a reduction in the rate of interest the Company pays on its
long-term borrowings. The Company will continue to rely on borrowings to fund a
substantial portion of its working capital requirements and future growth and,
as a result, it anticipates that interest will continue to be a significant
expense for the Company.
Liquidity and Capital Resources
The Company finances its working capital requirements for its operations
primarily with borrowings under a long-term revolving bank credit facility and
internally generated funds. Under that credit facility, the Company is entitled
to borrow up to the lesser of (i) $35,000,000 with a seasonal reduction to
$30,000,000 between October 1 and January 1 of each year, or (ii) an amount
equal to 80% of its eligible accounts receivable and 50% of its eligible
inventory (the "borrowing base"). Borrowings under this credit facility bear
interest at a per annum rate of interest equal to the bank's prime rate or, at
the Company's option but subject to certain limitations, at the bank's available
LIBOR rate, plus 2.50% per annum. At May 5, 1999, outstanding borrowings under
the revolving credit facility were approximately $33,000,000. The Company also
increased its borrowings in its revolving line of credit by $12,259,000 in the
first quarter of 1999 as compared to $5,368,000 in the first quarter of 1998.
Borrowings under the credit facility are secured by substantially all of the
Company's assets and rank senior in priority to other indebtedness of the
Company.
The Company believes that available credit under its revolving credit
facility, together with internally generated funds, will be sufficient to enable
the Company to meet its working capital requirements over the next 12 months.
7
<PAGE> 8
The Company generally uses cash for, rather than generating cash from,
operations during the first half of the year, because the Company builds
inventories, and accounts receivables increase, as its customers begin
increasing their product purchases for the spring and summer selling months (see
"Seasonality and Inflation").
Net cash provided by investing activities was $653,000 in the first
quarter of 1999, as compared to $5,330,000 in the same quarter of 1998. During
the first quarter of 1998, the Company received cash proceeds of $5,338,000 from
the sale of an investment. Capital expenditures were $300,000 in the first
quarter of 1999 as compared to $47,000 in the same quarter of 1998.
The Company implemented a stock repurchase program in the first quarter
of 1999 and used $1,441,000 in cash to repurchase and redeem shares of its
common stock.
The Company leases the majority of its facilities and certain of its
equipment under non-cancelable operating leases. The Company's future lease
commitments are described in Note 4 of Notes to the Company's Interim Condensed
Consolidated Financial Statements included elsewhere in this report.
Seasonality and Inflation
Sales of recreational vehicle and boating parts, supplies and
accessories are seasonal. The Company has significantly higher sales during the
six-month period from April through September than it does during the remainder
of the year. Because a substantial portion of the Company's expenses are fixed,
operating income declines and the Company sometimes incurs losses and must rely
more heavily on borrowings to fund operating requirements in the months when
sales are lower.
Generally, the Company has been able to pass inflationary price
increases on to its customers. However, inflation also may cause or may be
accompanied by increases in gasoline prices and interest rates. Such increases,
or event the prospect of increases in the price or shortages in the supply of
gasoline, can adversely affect the purchase and usage of recreational vehicles,
which can result in a decline in the demand for the Company's products.
Year 2000
The Year 2000 ("Y2K") issue is the result of computer programs using a
two-digit format, as opposed to four digits, to indicate the year. Such computer
systems will be unable to interpret dates beyond the year 1999, which could
cause a system failure or other computer errors, leading to disruptions in
operations. In 1998, the Company developed a three-phase program for Y2K
information systems compliance. Phase I, which has been completed, involved the
identification of those areas in which the Company has exposure to Y2K issues.
Phase II, which has also been completed, involved the development and
implementation of action plans designed to achieve Y2K compliance. Phase III, to
be completed during the third quarter of 1999, involves the final testing of
each major area of exposure to ensure compliance.
The Company recently replaced its existing computer systems with new or
upgraded systems, as part of a capital equipment improvement program, to take
advantage of improvements in computer technology and functionality that have
occurred since the last major upgrading of its computer systems.
8
<PAGE> 9
Although the primary purpose of this program was not to address the Y2K issue,
the Company has been assured by its computer vendors and consultants that the
new and upgraded systems are Y2K compliant. Most of the costs of the new and
upgraded systems, which total approximately $2,000,000 and are being financed
with bank borrowings or equipment lease financing, would have been incurred
without regard to the Y2K issue. As a result, the Company believes that the
costs of achieving Y2K compliance will represent only a fraction of the costs of
obtaining the new and upgraded systems and such costs will not have a material
effect on the Company's financial condition or operating results.
Based on currently available information, the Company believes that the
impact of the Year 2000 issue, as it relates to its internal computer systems,
will not be material to the Company. However, notwithstanding the Company's Y2K
compliance and testing programs, it will not be possible, until the beginning of
2000, to determine, with certainty, whether or not some processing problems or
disruptions will occur that could cause delays in the processing, shipping and
invoicing of customer orders, the processing and transmission of product
purchase orders to and the receipt of products from vendors, and the gathering
and analysis of financial data used by the Company in its operations. The impact
of any such delays on the Company's operating results and financial condition
cannot be accurately predicted,; however, as this would depend on which computer
systems are affected by, and the time it takes and the expense that must be
incurred to correct those problems.
The Company currently expects that most of its vendors and customers
that rely heavily on computer systems in transacting business with the Company,
including public utilities that provide telephone and other utility services to
the Company and the financial institutions with which the Company has banking
and borrowing relationships, will be Y2K compliant prior to the beginning of
2000. However, that expectation is based on information furnished to the Company
by those vendors and customers, and the Company has no costs-effective means of
independently confirming that these third parties will, in fact, achieve Y2K
compliance in sufficient time to avoid disruptions in their businesses that
could affect the Company. As a result, the Company's business operations and its
results of operations could be adversely affected, if any of its major vendors
or customers fail to remedy their Y2K issues on a timely basis.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's exposure to market risk with respect to financial
instruments is primarily related to changes in interest rates with respect to
borrowings activities, which may adversely affect its financial position,
results of operations and cash flows. To a lesser degree, the Company is exposed
to market risk from foreign currency fluctuations associated with the Company's
Canadian operations and, to a lesser degree, Canadian currency denominated debt.
The Company does not use financial instruments for trading or other speculative
purposes and is not party to any derivative financial instruments.
In seeking to minimize the risks from interest rate fluctuations, the
Company manages exposures through its regular operating and financing
activities. As of March 31, 1999, the Company had outstanding $33.0 million
under its revolving credit facility. At March 31, 1999, a hypothetical 100 basis
point increase in interest rates would result in a reduction of approximately
$200,000 in annual pretax earnings. The fair value of borrowings under the
Company's revolving credit facility approximate the carrying value of such
obligations.
The Company sometimes enters into forward exchange agreements to reduce
the effect of foreign currency fluctuations on a portion of its inventory
purchases in Canada for its Canadian
9
<PAGE> 10
operations. The gains and losses on these contracts are reflected in earnings in
the period during which the transactions being hedged are recognized. The
Company believes that these agreements do not subject the Company to significant
market risk from exchange rate movements because the agreements offset gains and
losses on the balances and transactions being hedged. As of March 31, 1999,
there were no such agreements outstanding.
Approximately 20% of our debt is denominated in Canadian currency, which
also exposes us to market risk associated with exchange rate movements.
Historically, the Company has not used derivative financial instruments to
manage its exposure to foreign currency rate fluctuations since the market risk
associated with our foreign currency denominated debt has not been considered
significant.
--------------
This Report contains forward-looking information which reflects
Management's current view of future financial performance. The forward-looking
information is subject to certain risks and uncertainties, including, but not
limited to, the effect on future performance of the changing product supply
relationships in the industry and the uncertainties created by those changes;
the potential for increased price competition; and possible changes in economic
conditions, prevailing interest rates or gasoline prices, or the occurrence of
unusually severe weather conditions, that can affect both the purchase and usage
of recreational vehicles and boats and which, in turn, affects purchases by
consumers of the products that the Company sells. For information concerning
such factors and risks, see the foregoing discussion in this section of this
report titled "Management's Discussion and Analysis of Financial Condition and
Results of Operation." Due to such uncertainties and risks, readers are
cautioned not to place undue reliance on such forward-looking statements, which
speak only as of the date of this Report.
10
<PAGE> 11
PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS
(a) Exhibits.
Exhibit 11.1 Computation of Earnings (Loss) Per Share for the
Quarter Ended March 31, 1999.
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the quarter ended March
31, 1999.
11
<PAGE> 12
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.
Dated: May 13, 1999 THE COAST DISTRIBUTION SYSTEM, INC.
By: /s/ SANDRA A. KNELL
------------------------------------
Sandra A. Knell
Executive Vice President
and Chief Financial Officer
S-1
<PAGE> 13
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED PAGE
- ------------ -------------
<S> <C> <C>
Exhibit 11.1 Computation of Earnings (Loss) Per Share for the
Quarter Ended March 31, 1999.
Exhibit 27. Financial Data Schedule
</TABLE>
E-1
<PAGE> 1
EXHIBIT 11.1
THE COAST DISTRIBUTION SYSTEM, INC.
Computation of Earnings (Loss) Per Share
Quarter Ended March 31,
<TABLE>
<CAPTION>
INCOME (LOSS) SHARES PER-SHARE
1999 (NUMERATOR) (DENOMINATOR) AMOUNT
---- ------------- ------------- ---------
<S> <C> <C> <C>
Net earnings $ 340,000
Dividends paid on preferred
stock of subsidiary 2,000
---------
Net earnings available to common
shareholders $ 338,000
=========
Basic and diluted earnings per share $ 338,000 5,143,526 $ 0.07
========= ========= ======
</TABLE>
<TABLE>
<CAPTION>
INCOME (LOSS) SHARES PER-SHARE
1998 (NUMERATOR) (DENOMINATOR) AMOUNT
---- ------------- ------------- ---------
<S> <C> <C> <C>
Net earnings $ 608,000
Dividends paid on preferred
stock of subsidiary (3,000)
---------
Net earnings available to common
shareholders $ 605,000
=========
Basic and diluted earnings
per share $ 605,000 5,246,879 $ 0.12
========= ========= ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF, AND THE STATEMENT OF EARNINGS FOR THE PERIOD ENDED, MARCH 31, 1999
INCLUDED IN REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE
SHEET AND STATEMENT OF EARNINGS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 258
<SECURITIES> 0
<RECEIVABLES> 34,096
<ALLOWANCES> 0
<INVENTORY> 39,400
<CURRENT-ASSETS> 76,251
<PP&E> 3,991
<DEPRECIATION> 0
<TOTAL-ASSETS> 89,702
<CURRENT-LIABILITIES> 21,058
<BONDS> 33,504
190
0
<COMMON> 18,285
<OTHER-SE> 14,584
<TOTAL-LIABILITY-AND-EQUITY> 89,702
<SALES> 41,129
<TOTAL-REVENUES> 41,129
<CGS> 33,999
<TOTAL-COSTS> 5,717
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 623
<INCOME-PRETAX> 777
<INCOME-TAX> 437
<INCOME-CONTINUING> 340
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 340
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
