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UNITED STATES 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 [FEE REQUIRED]
For the Quarterly Period ended March 31, 2000
Commission File Number: 0-27968
METEOR INDUSTRIES, INC.
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(Exact Name of Issuer as Specified in its Charter)
COLORADO 84-1236619
- ------------------------------- ---------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1401 BLAKE STREET, SUITE 200, DENVER, COLORADO 80202
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(Address of Principal Executive Offices)
(303)572-1135
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(Registrant's Telephone Number, Including Area Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 [ ]
There were 3,524,169 shares of the Registrant's $.001 par value common stock
outstanding as of May 12, 2000.
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Item 1: FINANCIAL STATEMENTS
METEOR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(Dollars in Thousands)
March 31, December 31,
2000 1999
(Unaudited)
CURRENT ASSETS
Cash $ 438 $ 288
Restricted cash 1,395 600
Accounts receivable-trade, net of allowance
of $301 and $233, respectively 15,375 14,835
Accounts receivable, related party 277 678
Notes receivable, net of allowance of $114
And $114, respectively 235 290
Notes receivable, related party 1,459 1,153
Inventory 3,655 3,596
Deferred tax asset 335 335
Other current assets 370 535
Total current assets 23,539 22,310
Property, plant and equipment, net 17,710 17,905
Other assets
Notes receivable 177 123
Notes receivable, related party 1,311 1,277
Investments in closely held businesses 1,495 1,581
Intangibles, net 1,383 1,409
Other assets 416 390
Total other assets 4,782 4,780
TOTAL ASSETS $46,031 $44,995
Continued on next page
2
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METEOR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
(Dollars in Thousands)
March 31, December 31,
2000 1999
(Unaudited)
CURRENT LIABILITIES
Accounts payable, trade $ 9,147 $ 8,323
Accounts payable, related party 14 14
Book overdraft 2,125 1,924
Current portion, long-term debt 1,428 1,438
Accrued expenses 670 755
Fuel taxes payable 906 909
Revolving credit facility 9,295 9,292
Total current liabilities 23,585 22,655
Long-term debt 5,839 5,865
Deferred tax liability 2,606 2,606
Minority interest in subsidiaries 5,535 5,412
Total liabilities 37,565 36,538
Commitments and contingencies (Note 4)
SHAREHOLDERS' EQUITY
Common stock, $.001 par value; authorized
10,000,000 shares, 3,656,267 and
3,656,267 shares issued, respectively 4 4
Paid-in capital 4,458 4,458
Treasury stock, at cost, 132,098 shares
held (489) (489)
Retained earnings 4,493 4,484
Total shareholders' equity 8,466 8,457
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $46,031 $44,995
The accompanying notes are an integral part of the financial statements.
3
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METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Dollars in Thousands except per share information)
March 31, March 31,
2000 1999
Net sales $42,017 $27,150
Cost of sales 36,379 21,707
Gross profit 5,638 5,443
Selling, general and administrative
expenses 4,547 4,194
Depreciation and amortization 599 480
Total expenses 5,146 4,674
Income from operations 492 769
Other income and (expenses)
Interest income 100 38
Interest expense (362) (311)
Other 5 140
(Loss)gain on sale of assets (3) 3
Total other expenses (260) (130)
Income before income taxes and
minority interest 232 639
Income tax expense 100 235
Minority interest 123 123
Net income $ 9 $ 281
Earnings per share:
Basic $ .00 $ .08
Diluted $ .00 $ .08
Weighted average common share
and common share equivalents:
Basic 3,524,169 3,423,694
Diluted 3,528,734 3,428,361
The accompanying notes are an integral part of the financial statements.
4
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METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2000
(UNAUDITED)
(Dollars in Thousands)
Additional
Common Stock Paid-In Retained Treasury
Shares Amount Capital Earnings Stock Total
Balance - December
31, 1999 3,656,267 $ 4 $4,458 $4,484 $ (489) $8,457
Net income 9 9
Balance - March
31, 2000 3,656,267 $ 4 $4,458 $4,493 $ (489) $8,466
The accompanying notes are an integral part of the financial statements.
5
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METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Dollars in Thousands)
March 31, March 31,
2000 1999
Cash flows from operating activities:
Net income $ 9 $ 281
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 599 480
Loss (gain) on disposal of assets 3 (3)
Minority interest 123 123
Change in assets and liabilities:
Decrease (increase) in:
Accounts receivable, net (479) (839)
Inventories (59) 28
Other current assets 165 171
Other assets (26) 54
Increase (decrease) in:
Accounts payable 824 1,958
Accrued liabilities (85) (196)
Taxes payable (3) (45)
Net cash provided by operating
activities 1,071 2,012
Cash flows from investing activities:
Cash proceeds from sale of property,
plant and equipment 111 27
Purchases of property, plant and equipment (454) (582)
Investment in closely held business 48 (6)
Note receivable payments (loans), net 1 29
Net cash used in investing activities (294) (532)
Continued on next page
6
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METEOR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
(Dollars in Thousands)
(Continued)
March 31, March 31,
2000 1999
Cash flows from financing activities:
Borrowings (payments) on revolving
credit facilities, net $ 3 $ ( 256)
Book overdraft 201 (83)
Payments on long-term debt, net (36) (442)
Restricted cash (795) (446)
Net cash used in financing activities (627) (1,227)
Net increase in cash and equivalents 150 253
Cash and equivalents, beginning of
period 288 380
Cash and equivalents, end of period $ 438 $ 633
Non Cash Investing and Financing Activities:
Transfer of related party accounts receivable
to related party notes receivable $ 340 $ -0-
The accompanying notes are an integral part of the financial statements.
7
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METEOR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - ORGANIZATION
ORGANIZATION - Meteor Industries, Inc. ("Meteor" or "Company") was
incorporated on December 22, 1992, as a Colorado based holding company. In
January 2000, Meteor Marketing, Inc.("Meteor Marketing"), a Colorado
corporation and a wholly owned subsidiary of the Company, merged downstream
with and into Fleischli Oil Company, Inc. ("Fleischli"), a Wyoming corporation
and a wholly owned subsidiary of Meteor Marketing. Fleischli became the
surviving corporation and immediately changed its name to "Meteor Marketing,
Inc." In addition, the significant wholly owned subsidiaries included in
Meteor Marketing which are: Graves Oil & Butane Co., Inc. ("Graves"), and
Tri-Valley Gas Co. ("Tri-Valley") merged their marketing and distribution
operations with and into Meteor Marketing. The Company also owns Meteor
Holdings LLC ("MHL") and Innovative Solutions and Technologies, Inc. ("IST").
NOTE 2 - BASIS OF PRESENTATION
These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information.
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, such interim statements reflect all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial position and the results of operations and cash flows for the
interim periods presented. The results of operations for these interim
periods are not necessarily indicative of the results to be expected for the
full year. These financial statements should be read in conjunction with the
audited consolidated financial statements and footnotes for the year ended
December 31, 1999, filed with the Company's Form 10-K.
NEW ACCOUNTING PRONOUNCEMENT - In June 1998, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards
("FAS") NO. 133, "Accounting for Derivative Instruments and Hedging
Activities." This statement establishes accounting and reporting standards
requiring that every derivative instrument be recorded on the balance sheet as
either an asset or liability measured at its fair value. FAS No. 133 also
requires that changes in the derivative's fair value be recognized currently
in earnings unless specific hedge accounting criteria are met. In June 1999,
the FASB issued FAS No. 137 which defers the effective date of FAS No. 133 to
fiscal years beginning after June 15, 2000. The Company will adopt FAS No.
133 in the first quarter of fiscal 2001, but does not expect such adoption to
materially affect its financial statement presentation.
NOTE 3 -EARNINGS PER SHARE
Basic earnings per common share are computed by dividing net income by the
weighted average number of common shares outstanding. Diluted earnings per
share are calculated taking into account all potentially dilutive securities.
A reconciliation of the denominator used in the calculation of basic and
diluted earnings per share is presented below. Antidilutive stock options and
8
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warrants of 1,337,473 and 1,947,933 for the three months ended March 31, 2000
and 1999 respectively, are omitted from the denominator. The numerator is
unchanged. The shares available upon exchange of a subsidiary's preferred
stock of 1,043,305 and 1,014,635 for the three months ended March 31, 2000 and
1999, respectively, are omitted as they are antidilutive.
Three Months Ended
March 31,
-------------------
2000 1999
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Denominator:
Average common shares outstanding 3,524,169 3,423,694
Average dilutive stock options and warrants 4,565 4,667
Diluted shares 3,528,734 3,428,361
NOTE 4 - CONTINGENCIES
The Company is subject to various federal, state and local environmental laws
and regulations. Although Company environmental policies and practices are
designed to ensure compliance with these laws and regulations, future
developments and increasingly stringent regulations could require the Company
to make additional unforeseen environmental expenditures.
Environmental accruals are routinely reviewed on an interim basis as events
and developments warrant.
The Company is a co-signer on a note for its 50% owned equity investment in
Coors Pyramid LLC. The amount payable on the note at March 31, 2000, is
$370,112.
The Company has guaranteed a $1,350,000 note payable on the office building in
which the Company's corporate offices are located. The amount payable on the
note at March 31, 2000 is $1,350,000.
In August 1999, the Company signed a definitive agreement to acquire Jardine
Petroleum Company ("Jardine"). Jardine is a petroleum distribution company
with operations primarily in Utah. The closing date is estimated to occur
before the end of the third quarter of the year 2000.
The Company is a party to certain litigation that has arisen in the normal
course of its business and that of its subsidiaries. In the opinion of
management, none of this litigation is likely to have a material effect on the
Company's financial position or results of operation.
NOTE 5 - RELATED PARTY TRANSACTIONS
The Company has both short-term and long-term notes receivable from Capco
Energy, Inc. ("Capco"), an affiliate of the Company. The notes bear interest
and are secured by all of the outstanding shares of a wholly owned subsidiary
of Capco and by shares of the Company's stock held by Capco. The total notes
receivable balance at March 31, 2000 and at December 31, 1999, is $2,770,000
and $2,430,000.
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NOTE 6 - BUSINESS SEGMENTS
The Company operates in six business segments: gasoline, diesel, propane,
grease and lubes, convenience store items and other products (anti-freeze,
chemicals, services, hardware, rental income and miscellaneous items). Senior
management evaluates and makes operating decisions about each of these
operating segments based on a number of factors. Two of the most significant
factors used in evaluating the operating performance are: net sales and gross
profit before depreciation and amortization as presented below:
Three months ended March 31,
2000 1999
Net sales
Gasoline $ 11,109 $ 5,550
Diesel 22,945 12,733
Propane 2,197 1,585
Greases and lubes 4,034 4,005
Convenience store items -0- 1,303
Other items 1,732 1,974
Total net sales $ 42,017 $ 27,150
Gross profit, before depreciation
Gasoline $ 859 $ 778
Diesel 1,899 1,803
Propane 774 710
Greases and lubes 901 799
Convenience store items -0- 313
Other items 1,205 1,040
Total gross profit $ 5,638 $ 5,443
Reconciliation to net income:
Selling, general and administrative $ 4,547 $ 4,194
Depreciation and amortization 599 480
Income from operations 492 769
Other expense 260 130
Income tax expense 100 235
Minority interest 123 123
Net income $ 9 $ 281
In December 1999, Meteor sold its retail store operating subsidiary to allow
the Company to focus on its core business of commercial, wholesale and
cardlock petroleum distribution.
The Company does not account for assets by business segment and, therefore,
depreciation and amortization are not factors used in evaluating operating
performance.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
10
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FORWARD-LOOKING STATEMENTS
This Report contains forward-looking statements within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Act of 1995.
Such statements are based on management's current expectations and are subject
to a number of factors and uncertainties which could cause actual results to
differ materially from those described in the forward-looking statements.
The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the historical financial
statements and notes thereto of Meteor, included elsewhere in this document.
INTRODUCTION
The Company is engaged in the distribution and marketing of refined petroleum
products including gasoline, diesel fuel, propane and lubricants. The
Company's growth, since its inception in 1992, has been primarily through the
acquisition of businesses in the petroleum marketing industry.
RESULTS OF OPERATIONS
The Company had sales of $42.0 million for the three months ended March 31,
2000, compared to $27.2 million for the three months ended March 31, 1999, a
$14.8 million(54%) increase. The increase is primarily due to an increase in
product sales volumes as a result of the Carroll Oil Company acquisition in
April 1999, and higher product prices during the current period.
Gross profit for the three months ended March 31, 2000 and 1999, was $5.6
million and $5.4 million, respectively. The increase is due to the
acquisition of Carroll Oil Company generating greater volume, partially offset
by lower gross margins from the wholesale accounts obtained from the
acquisition.
Net income decreased for the three months ended March 31, 2000, to $9,000 from
$281,000 in 1999. The decrease is due to expenses incurred in building the
infrastructure necessary for future growth of the Company. In addition,
interest, depreciation and amortization expense increased primarily due to the
acquisition of Carroll Oil Company. These expenses were partially offset by
an increase in gross profit resulting from greater volume and lower income tax
expense.
Gasoline Segment
Gasoline volumes increased to 12.0 million gallons for the three months ended
March 31, 2000, compared to 10.6 million gallons in 1999, an increase of 1.4
million (13%). The volume increase is primarily due to the Carroll Oil Company
acquisition. Gasoline sales increased to $11.1 million for the three months
ended March 31, 2000, compared to $5.6 million in 1999, an increase of $5.5
million (98%) due to the increase in sales volumes and higher product prices
during the current period. Gross profit increased to $.9 million for the
three months ended March 31, 2000, from $.8 million in 1999, due to increased
sales volumes from accounts acquired in the Carroll Oil Company acquisition.
Gross profit per gallon of gasoline sold remained constant at $.07 for the
three months ended March 31, 2000 and 1999.
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Diesel Segment
Diesel volumes increased to 24.6 million gallons for the three months ended
March 31, 2000, from 24.3 million in 1999, an increase of .3 million gallons
(1%) due to the Carroll Oil Company acquisition. Diesel sales increased to
$22.9 million for the three months ended March 31, 2000, from $12.7 million
in 1999,an increase of $10.2 million (80%) due to increased sales volumes and
higher product prices during the current period. Gross profit increased to
$1.9 million for the three months ended March 31, 2000, from $1.8 million in
1999, an increase of $.1 million (6%). Gross profit per gallon of diesel sold
increased to $.08 for the three months ended March 31, 2000, from $.07 in
1999.
Propane Segment
Propane volumes decreased to 2.7 million gallons for the three months ended
March 31, 2000, from 3.0 million gallons in 1999, a .3 million decrease (10%)
due to a decrease in wholesale volume caused by unseasonably warm weather in
our marketing area. Propane sales increased to $2.2 million for the three
months ended March 31, 2000, from $1.6 million in 1999, an increase of $.6
million (38%) due to higher product prices during the current period,
partially offset by a decrease in sales volume. Gross profit increased to $.8
million for the three months ended March 31, 2000, from $.7 million in 1999,
due to an increase in the gross profit per gallon of propane sold to $.29 for
the three months ended March 31, 2000, compared to $.23 in 1999, and a larger
decrease in wholesale propane sales volume versus the lower decrease of
higher-margin residential sales volumes.
Greases and Lubes Segment
Grease and lube sales remained constant at $4.0 million for the three months
ended March 31, 2000, compared to 1999. Gross profit increased to $.9 million
for the three months ended March 31, 2000, compared to $.8 million, an
increase of $.1 million (13%).
Convenience Store Items Segment
Sales of convenience store items decreased to -0- for the three months ended
March 31, 2000, from $1.3 million in 1999, due to the sale of Meteor Stores,
Inc. in December 1999.
Other Items Segment
Sales of other items, which consist of anti-freeze, chemicals, services,
hardware, rental income and miscellaneous items, decreased to $1.7 million
for the three months ended March 31, 2000, compared to $2.0 million in 1999, a
decrease of $.3 million (15%). Gross profit increased to $1.2 million for the
three months ended March 31, 2000, compared to $1.0 million in 1999, an
increase of $.2 million (20%) due to rental income.
Expenses
Selling, general, and administrative expenses were $4.5 million for the three
months ended March 31, 2000, compared to $4.2 million for the three months
ended March 31, 1999, an increase of $.3 million (7%). The increase is
primarily related to the acquisition of Carroll Oil Company and corresponding
increase in the level of activity and costs incurred to build the
infrastructure necessary for future growth of the Company.
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Depreciation and amortization for the three months ended March 31, 2000, was
$.6 million compared to $.5 million for the three months ended March 31, 1999.
The increase is attributable to the Carroll Oil Company acquisition and
property, plant and equipment additions.
Other expense, net increased to $260,000 for the three months ended March 31,
2000, compared to $130,000 in 1999, primarily due to increased interest
expense and the recognition of a $140,000 gain recorded in 1999, related to
the sale of an investment.
Income Taxes
The provision for income taxes for the three months ended March 31, 2000, was
$100,000 compared to $235,000 for the same period ended March 31, 1999. The
decrease is due to lower taxable income for the three months ended March 31,
2000, as compared to 1999.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had a working capital deficit of $46,000
compared to a working capital deficit of $345,000 at December 31, 1999.
Net cash provided by operating activities totaled $1.1 million for the three
months ended March 31, 2000, compared to $2.0 million for the three months
ended March 31, 1999. This decrease in cash provided by operating activities
is principally related to changes in working capital items due to higher
product prices.
Net cash used in investing activities totaled $.3 million for the three months
ended March 31, 2000, compared to cash used of $.5 million for the three
months ended March 31, 1999. The decrease in cash used in investing
activities is principally related to a reduction in expenditures for property,
plant and equipment and the sale of a parcel of land in Colorado.
Net cash used in financing activities totaled $.6 million for the three months
ended March 31, 2000, compared to cash used of $1.2 million for the three
months ended March 31, 1999. This decrease in cash used in financing
activities primarily related to less payments made on the revolving credit
facility and additional long-term debt.
The Company has a revolving bank credit facility with Wells Fargo Business
Credit, Inc. for $11 million which expires May 31, 2000. The credit line is
subject to the borrowing base, as defined. At March 31, 2000, the borrowing
base was approximately $9.3 million. $9.3 million was borrowed against the
facility and is recorded as a current liability. During the quarter the
Company was in default on timely filing of financial information to the
lender. A waiver for this default was obtained from the lender.
The Company is currently working with the lender to renegotiate and extend
this facility. If the facility is not renewed by the lender, long-term debt
in the amount of $2.4 million at March 31, 2000, is due upon demand from the
lender.
The Company has various loans with banks, suppliers and individuals which
require principal payments of $1.4 million in 2000.
The Company is obligated to pay lease costs of approximately $.9 million in
2000 for land, building, facilities and equipment.
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A subsidiary of the Company has preferred stock outstanding which requires no
periodic payments but accrues an 8% dividend and must be redeemed for $5.5
million including accrued dividends at the holder's request any time after
September 15, 2000, unless earlier converted into common stock pursuant to
its terms. This preferred stock is treated as a minority interest on the
balance sheet and recorded at its discounted value plus accrued dividends. The
Company is currently discussing the extension of the redemption date with the
holder(s) of the preferred stock.
The Company is responsible for any contamination of land it owns or leases.
However, the Company may have limitations on any potential contamination
liabilities as well as claims for reimbursement from third parties. For the
three months ended March 31, 2000 and 1999, the Company expended $46,000 and
$42,000, respectively, for site assessment and related cleanup costs. The
Company has accrued $57,000 at March 31, 2000, for environmental remediation
which management believes is adequate to cover known remediation requirements.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 27 Financial Data Schedule Filed herewith
electronically
(b) Reports on From 8-K. None.
14
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Issuer caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
METEOR INDUSTRIES, INC.
By:/s/ Richard E. Kisser
Richard E. Kisser, Chief Financial
and Accounting Officer
Dated: May 12, 2000
15
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EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found on
pages 3, 4 and 5 of the Company's Form 10-Q for the year to date, and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,833
<SECURITIES> 0
<RECEIVABLES> 15,676
<ALLOWANCES> 301
<INVENTORY> 3,655
<CURRENT-ASSETS> 23,539
<PP&E> 22,352
<DEPRECIATION> (4,642)
<TOTAL-ASSETS> 46,031
<CURRENT-LIABILITIES> 23,585
<BONDS> 0
<COMMON> 4
0
0
<OTHER-SE> 8,462
<TOTAL-LIABILITY-AND-EQUITY> 46,031
<SALES> 42,017
<TOTAL-REVENUES> 42,017
<CGS> 36,379
<TOTAL-COSTS> 5,146
<OTHER-EXPENSES> 260
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 362
<INCOME-PRETAX> 232
<INCOME-TAX> 100
<INCOME-CONTINUING> 9
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>