<PAGE>
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 Quarterly period Ended September 30, 1997
or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 0-22963
BIG DOG HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0395316
(State or jurisdiction of (IRS employer
incorporation or organization) identification no.)
121 GRAY AVENUE
SANTA BARBARA, CALIFORNIA 93101
(Address of principal executive offices) (zip code)
(805) 963-8727
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
The number of shares outstanding of the registrant's common stock, par value
$.01 per share, at November 10, 1997 was 13,135,550 shares.
1
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BIG DOG HOLDINGS, INC
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PAGE NO.
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PART 1 FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS (Unaudited)
Consolidated Balance Sheets -
September 30, 1997 and December 31, 1996 .......................... 3
Consolidated Statements of Operations -
Three months and nine months ended September 30, 1997 and 1996..... 4
Consolidated Statements of Cash Flow -
Nine months ended September 30, 1997 and 1996 ..................... 5
Notes to Consolidated Financial Statements ........................ 6
ITEM 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations .......................... 8
ITEM 3: Quantitive and Qualitative Disclosures about
Market Risk ..................................................12
PART II OTHER INFORMATION
ITEM 1: Legal Proceedings .................................................12
ITEM 2: Changes in Securities .............................................12
ITEM 3: Defaults upon Senior Securities ...................................12
ITEM 4: Submission of Matters to a Vote of Security Holders ...............12
ITEM 5: Other Information .................................................12
ITEM 6: Exhibits and Reports on Form 8-K ..................................12
SIGNATURE PAGE ..............................................................13
</TABLE>
2
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PART 1 FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 846,000 $ 723,000
Accounts receivable, net 828,000 970,000
Other receivable, stock offering proceeds 36,456,000
Inventories 21,521,000 15,403,000
Prepaid expenses and other current assets 1,088,000 478,000
Deferred income taxes 301,000 144,000
------------- ------------
Total current assets 61,040,000 17,718,000
PROPERTY AND EQUIPMENT, Net 9,169,000 7,455,000
INTANGIBLE ASSETS, Net 158,000 266,000
OTHER ASSETS 351,000 344,000
------------- ------------
TOTAL $70,718,000 $25,773,000
------------- ------------
------------- ------------
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Short-term borrowings $ 6,190,000 $ -
Current portion of obligations under capital leases 523,000 530,000
Accounts Payable 4,270,000 1,235,000
Income taxes payable - 400,000
Accrued expenses and other current liabilities 2,104,000 1,811,000
------------- ------------
Total current liabilities 13,087,000 3,976,000
DEFERRED RENT 652,000 488,000
OBLIGATIONS UNDER CAPITAL LEASES, Net of current
portion 407,000 767,000
SUBORDINATED DEBT 14,400,000 14,400,000
------------- ------------
Total liabilities 28,546,000 19,631,000
------------- ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY:
Preferred stock, $.01 par value, 3,000,000 shares
authorized, 0 issued and outstanding
Common stock $.01 par value, 30,000,000 shares
authorized, 13,135,550 and 10,160,550 issued
and outstanding at September 30, 1997 and
December 31, 1996, respectively 131,000 102,000
Additional paid-in capital 41,902,000 5,705,000
Retained earnings 871,000 1,067,000
Notes receivable from common stockholders (732,000) (732,000)
------------- ------------
Total stockholder's equity 42,172,000 6,142,000
------------- ------------
TOTAL $70,718,000 $25,773,000
------------- ------------
------------- ------------
</TABLE>
See accompanying notes.
3
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BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -----------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
NET SALES $ 24,129,000 $ 19,652,000 $ 55,272,000 $ 44,003,000
COST OF GOODS SOLD 10,022,000 8,341,000 23,230,000 18,958,000
------------ ------------ ------------ ------------
GROSS PROFIT 14,107,000 11,311,000 32,042,000 25,045,000
------------ ------------ ------------ ------------
OPERATING EXPENSES:
Selling, marketing and distribution 9,879,000 8,631,000 27,643,000 22,316,000
General and administrative 1,118,000 976,000 3,229,000 2,952,000
------------ ------------ ------------ ------------
Total operating expenses 10,997,000 9,607,000 30,872,000 25,268,000
------------ ------------ ------------ ------------
INCOME (LOSS) FROM OPERATIONS 3,110,000 1,704,000 1,170,000 (223,000)
INTEREST EXPENSE 518,000 432,000 1,485,000 1,099,000
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE PROVISION
(BENEFIT) FOR INCOME TAXES 2,592,000 1,272,000 (315,000) (1,322,000)
PROVISION (BENEFIT) FOR INCOME TAXES 985,000 517,000 (119,000) (537,000)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ 1,607,000 $ 755,000 $ (196,000) $ (785,000)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
NET INCOME (LOSS) PER COMMON SHARE $ 0.15 $ 0.07 $ (0.02) $ (0.08)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
WEIGHTED AVERAGE COMMON SHARES AND
COMMON SHARE EQUIVALENTS OUTSTANDING 10,652,000 10,252,000 10,227,000 10,147,000
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
See accompanying notes.
4
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BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
-----------------
1997 1996
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (196,000) $ (785,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 1,841,000 1,299,000
Provision for losses on receivables 18,000 28,000
Loss on disposition of property and
equipment 36,000 11,000
Deferred income taxes (157,000) (536,000)
Changes in operating assets and liabilities:
Receivables 123,000 (241,000)
Inventories (6,118,000) (8,122,000)
Prepaid expenses and other assets (1,060,000) (709,000)
Accounts payable 2,605,000 2,200,000
Income taxes payable (400,000) (364,000)
Accrued expenses and other current liabilities 293,000 251,000
Deferred rent 164,000 194,000
------------ ------------
Net cash used in operating activities (2,851,000) (6,774,000)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,476,000) (2,091,000)
Other (7,000) (58,000)
------------ ------------
Net cash used in investing activities (3,483,000) (2,149,000)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 545,000
Proceeds from exercise of stock options 651,000 -
Proceeds from subordinated debt - 4,000,000
Principle repayments under capital lease obligations (384,000) (344,000)
Short-term borrowings, net 6,190,000 5,794,000
------------ ------------
Net cash provided by financing activities 6,457,000 9,995,000
------------ ------------
NET INCREASE IN CASH 123,000 1,072,000
CASH, BEGINNING OF PERIOD 723,000 769,000
------------ ------------
CASH, END OF PERIOD $ 846,000 $ 1,841,000
------------ ------------
------------ ------------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid for:
Interest $ 1,416,000 $ 614,000
Income taxes $ 437,000 $ 476,000
</TABLE>
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
The Company entered into capital lease obligations of $18,000 and $256,000 for
new equipment for the nine months ended September 30, 1997 and 1996,
respectively.
In July 1996, certain key employees and other individuals issued $855,000 of
long-term notes receivable to the Company as payment for common stock.
On September 25, 1997 the Company's initial public offering of 2,800,000
shares of common stock for $14.00 per share became effective. At September
30, 1997, net proceeds of $36,456,000 were included in a receivable account.
See accompanying notes.
5
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BIG DOG HOLDINGS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Basis of Presentation:
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information with the instructions to Form 10-Q and Rule 10-01 of
Regulations 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 only of normal
recurring entries necessary for a fair presentation have been included.
Operating results for the three month and nine month periods ended September
30, 1997 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1997. For further information, refer to the
financial statements and footnotes thereto for Big Dog Holdings, Inc. and its
wholly owned subsidiary, Big Dog USA, Inc. (the "Company") as of and for the
years ended December 31, 1996, 1995 and 1994.
NOTE 2. Initial Public Offering of Common Stock
On September 25, 1997, the Company's $56.0 million initial public
offering of 4,000,000 shares of common stock at $14.00 per share was declared
effective. Of the 4,000,000 shares, the Company sold 2,800,000 shares and
certain stockholders sold 1,200,000 shares. The Company's net proceeds,
after underwriting discounts and expenses associated with the offering were
approximately $35.6 million. The Company used the net proceeds to repay
$14.4 million of certain promissory notes due through November 4, 2003 that
bore interest at 10% per annum, repay $6.2 million of outstanding advances
under the Company's revolving credit facility that matured May 2, 1998 and
that bore interest at the prime rate of its bank lender (8.5% per annum as of
September 30, 1997), and approximately $.9 million to repay capital lease
obligations. The Company intends to use the remaining $14.1 million of net
proceeds for working capital and other general corporate purposes. Pending
such uses, the net proceeds will be invested in short-term, investment grade,
interest-bearing securities.
NOTE 3. Net Income (Loss) Per Share:
Net income (loss) per share is based on the weighted average number of
common and common stock equivalent, if dilutive, shares outstanding during
the period.
NOTE 4. Short-term Borrowings
The Company has commitments under letters of credit totaling $1,136,000
at September 30, 1997. The letters of credit expire through December 31,
1997.
6
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NOTE 5. Stockholders' Equity
On August 1, 1997, the Company adopted the 1997 Performance Award Plan
to attract, reward and retain officers and employees. The maximum number of
shares reserved for issuance under this plan is 1,000,000. Awards under this
plan may be in the form of non-qualified stock options, incentive stock
options, stock appreciation rights, restricted stock, performance shares,
stock bonuses, or cash bonuses based upon performance. On August 1, 1997 and
September 25, 1997, the Company granted options under this plan relating to
the purchase of 282,500 and 87,000 shares of Common Stock, respectively, at
an exercise price of $12.00 and $14.00 per share, respectively.
On August 1, 1997 the Board of Directors of the Company approved the
authorization of 3,000,000 shares of $.01 par value Preferred Stock. To
date, no shares of Preferred Stock have been issued.
7
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ITEM 2:
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the
Company's financial statements and notes related thereto. Certain minor
differences in the amounts below result from rounding of the amounts shown in
the consolidated financial statements.
RESULTS OF OPERATIONS
Three Months Ended September 30, 1997 and 1996
NET SALES. Net sales consist of sales from the Company's stores,
catalog, and wholesale accounts, all net of returns and allowances. Net
sales increased to $24.1 million in the three months ended September 30, 1997
from $19.7 million for the same period in 1996, an increase of $4.5 million,
or 22.8%. Of the $4.5 million increase, $3.3 million was attributable to
stores not yet qualifying as comparable stores, $0.9 million came from the
5.2% comparable store sales increase for the period and $0.3 million came
from an increase in non-retail sales. Management believes comparable store
sales increased because of continued improvements in Company operations.
These improvements include (i) the addition and maturation of key executives
in store operations, merchandising and distribution and (ii) the better
merchandising associated with the Company's utilization of its management
information system as a result of the availability of detailed data on which
to base planning and allocation decisions. In particular, continued strong
growth in the Company's recently introduced categories of children's, Big and
Tall and non-apparel products contributed to the increase.
GROSS PROFIT. Gross profit increased to $14.1 million for the three
months ended September 30, 1997 from $11.3 million for the same period of
1996, an increase of $2.8 million, or 24.7%. As a percentage of net sales,
gross profit increased to 58.5% in the three months ended September 30, 1997
from 57.6% in the same period in 1996. This increase as a percentage of net
sales was primarily attributable to better purchasing of certain key
products. Also contributing to the percentage increase were continued
improvements in merchandising, planning and allocation which led to better
sell-throughs and fewer markdowns.
SELLING, MARKETING AND DISTRIBUTION EXPENSES. Selling, marketing and
distribution expenses consist of expenses associated with creating,
distributing, and selling products through all channels of distribution,
including occupancy, payroll and catalog costs. Selling, marketing and
distribution expenses increased to $9.9 million in the three months ended
September 30, 1997 from $8.6 million in the same period for 1996, an increase
of $1.2 million, or 14.5%. As a percentage of net sales, these expenses
decreased to 40.9% in the three months ended September 30, 1997 from 43.9% in
the same period in 1996. This decrease in operating expenses as a percentage
of net sales was attributable to improved store operations and reductions in
non-retail operating expenses as well as leveraging these expenses over a
larger revenue base.
8
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GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses consist of administrative salaries, corporate occupancy costs and
other corporate expenses. General and administrative expenses increased to
$1.1 million in the three months ended September 30, 1997 from $1.0 million
in the same period of 1996. As a percentage of net sales, these expenses
decreased to 4.6% in the three months ended September 30, 1997 from 5.0% in
the comparable 1996 period, reflecting the leverage of spreading them over a
larger revenue base.
INTEREST EXPENSE. Interest expense increased to $0.5 million in the
three months ended September 30, 1997 from $0.4 million in the comparable
1996 period, an increase of $0.1 million, primarily as a result of increased
amounts due under outstanding subordinated notes. The Company's initial
public offering closed on October 1, 1997 and all debt was paid off with a
portion of the net proceeds.
Nine Months Ended September 30, 1997 and 1996
NET SALES. Net sales increased to $55.3 million in nine months ended
September 30, 1997 from $44.0 million for the same period in 1996, an
increase of $11.3 million, or 25.6%. Of the $11.3 million increase, $8.9
million was attributable to stores not yet qualifying as comparable store and
$2.8 million came from the 7.5% comparable store sales increase for the
period. These increases were partially offset by a $0.4 million decline in
non-retail sales. Management believes comparable store sales increased
because of continued improvements in Company operations. These improvements
include (i) the addition and maturation of key executives in store
operations, merchandising and distribution and (ii) the better merchandising
associated with the Company's utilization of its management information
system as a result of the availability of detailed data on which to base
planning and allocation decisions. In particular, continued strong growth in
the Company's recently introduced categories of children's, Big and Tall and
non-apparel products contributed to the increase. The Company also benefited
from easier comparisons to sales in the first nine months of 1996.
GROSS PROFIT. Gross profit increased to $32.0 million for the nine
months ended September 30, 1997 from $25.0 million for the same period of
1996, an increase of $7.0 million, or 27.9%. As a percentage of net sales,
gross profit increased to 58.0% in the nine months ended September 30, 1997
from 56.9% in the same period in 1996. This increase as a percentage of net
sales was primarily attributable to better purchasing of certain key
products. Also contributing to the percentage increase were continued
improvements in merchandising, planning and allocation which led to better
sell-throughs and fewer markdowns.
SELLING, MARKETING AND DISTRIBUTION EXPENSES. Selling, marketing and
distribution expenses increased to $27.6 million in the nine months ended
September 30, 1997 from $22.3 million in the same period for 1996, an
increase of $5.3 million, or 23.9%. As a percentage of net sales, these
expenses decreased to 50.0% in the nine months ended September 30, 1997 from
50.7% in the same period in 1996. This decrease in operating expenses as a
percentage of net sales was primarily attributable to improved store
9
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operations.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased to $3.2 million in the nine months ended September 30, 1997 from
$3.0 million in the same period of 1996. As a percentage of net sales,
these expenses decreased to 5.8% in the nine months ended September 30, 1997
from 6.7% in the comparable 1996 period, reflecting the leverage of spreading
them over a larger revenue base.
INTEREST EXPENSE. Interest expense increased to $1.5 million in the
nine months ended September 30, 1997 from $1.1 million in the comparable 1996
period, an increase of $0.4 million, primarily as a result of increased
amounts due under outstanding subordinated notes and increased borrowings
under the Company's revolving credit facility. The Company's initial public
offering closed on October 1, 1997 and all debt was paid off with a portion
of the net proceeds.
LIQUIDITY AND CAPITAL RESOURCES
During the third quarter and the nine months ended September 30, 1997, the
Company's primary uses of cash was to finance store openings and purchase
merchandise inventories. The Company satisfied its cash requirements with a
revolving line of credit with its bank.
The Company closed an initial public offering of 4,000,000 shares of its
common stock for $56.0 million on October 1, 1997. Of the 4,000,000 shares
sold, the Company sold 2,800,000 shares and certain stockholders sold
1,200,000 shares. Of the proceeds, the Company netted $35.6 million, after
underwriting discounts and expenses, with the remainder of the net proceeds
going to selling stockholders. Proceeds to the Company were used to retire
all outstanding debt and for working capital and other general corporate
purposes.
Cash used in operating activities was $6.8 million and $2.9 million for the
first nine months of 1996 and 1997, respectively. The reduced use of cash in
operating activities for the nine months ended September 30, 1997 compared to
the similar 1996 period are attributable to decreased net loss, increased
depreciation, and slower growth in inventories.
Working capital was $48.0 million at September 30, 1997 compared to $13.7
million at December 31, 1996, an increase of $34.2 million. Included in the
increase is $36.5 million of stock offering proceeds receivable related to
the initial public offering. Inventories at September 30, 1997 were $21.5
million compared to $15.4 million at December 31, 1996, an increase of $6.1
million.
Cash used in investment activities in the nine months ended September 30,
1996 and 1997 was $2.1 million and $3.5 million, respectively. Cash flows
used in investment activities relate primarily to new store openings, and in
1997, to retrofitting 35 existing stores with new fixtures. The Company
opened 22 and 18 net new stores in the nine months ended September 30, 1996
and 1997, respectively.
10
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Cash provided by financing activities in the nine months ended September 30,
1996 and 1997 was $10.0 million and $6.5 million, respectively. In the 1996
period, the Company received $4.0 million proceeds from the issuance of
subordinated debt. Net short term borrowings under the Company's revolving
line of credit totaled $5.8 million and $6.2 million, respectively, for the
nine months ended September 30, 1996 and 1997.
The Company has a revolving credit facility with a bank that expires in May
1998. The revolving credit facility provides for $3.0 million (reduced from
$10.5 million at September 30, 1997) that can be used for cash advances and
letters of credit. Interest on advances is payable at the bank's prime rate.
SEASONALITY
The Company's business is seasonal by nature. However, the Company believes
its seasonality is somewhat different than many apparel retailers since a
significant number of the Company's stores are located in tourist areas and
outdoor malls that have different visitation patterns than urban and suburban
retail centers. The third and fourth quarters (consisting of the summer
vacation, back-to-school and Christmas seasons) have historically accounted
for the largest percentage of the Company's annual sales and profits. The
Company has historically incurred operating losses in its first quarter and
may be expected to do so in the foreseeable future.
STATEMENT REGARDING FORWARD LOOKING DISCLOSURE
Certain sections of this Quarterly Report on Form 10-Q, including the
preceding "Management's Discussion and Analysis of Financial Condition and
Results of Operations," contain various forward looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended, which represents the
Company's expectations or beliefs concerning future events. These forward
looking statements involve risks and uncertainties, and the Company cautions
that these statements are further qualified by important factors that could
cause actual results to differ materially from those in the forward looking
statements. Primary factors that could cause actual results to differ are
indicated in the Company's prospectus dated September 25, 1997 that is part
of the Company's registration statement of Form S-1 (File No. 333-33027)
filed with the Securities and Exchange Commission.
11
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ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable
PART II. OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Not applicable
ITEM 2: CHANGES IN SECURITIES
Not applicable
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable
ITEM 5. OTHER INFORMATION
On October 1, 1997, the Company closed its initial public offering of
4,000,000 shares of its common stock to the public at a price of $14.00 per
share. 2,800,000 shares were issued by the Company in such offering and the
balance were sold by selling stockholders. The Company received
approximately $35.6 million in cash, net of the underwriting discount and
offering expenses.
ITEM 6: EXHIBITS AND REPORTS ON 8-K
(a) Exhibits
EXHIBIT NO. DOCUMENT DESCRIPTION
27.1 Financial Data Schedule
(b) Reports on Form 8-K - Not applicable
12
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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.
BIG DOG HOLDINGS, INC.
November 14, 1997 /S/ ANDREW D. FESHBACH
-------------------------------------
Andrew D. Feshbach
President and Chief Executive Officer
(Principal Executive Officer)
November 14, 1997 /S/ JONATHAN S. HOWE
-------------------------------------
Jonathan S. Howe
Chief Financial Officer and Treasurer
(Principal Financial Officer)
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 846
<SECURITIES> 0
<RECEIVABLES> 37,387
<ALLOWANCES> (103)
<INVENTORY> 21,521
<CURRENT-ASSETS> 61,040
<PP&E> 13,850
<DEPRECIATION> (4,681)
<TOTAL-ASSETS> 70,718
<CURRENT-LIABILITIES> 13,087
<BONDS> 0
0
0
<COMMON> 131
<OTHER-SE> 42,041
<TOTAL-LIABILITY-AND-EQUITY> 70,718
<SALES> 24,129
<TOTAL-REVENUES> 24,129
<CGS> 10,022
<TOTAL-COSTS> 10,997
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 518
<INCOME-PRETAX> 2,592
<INCOME-TAX> 985
<INCOME-CONTINUING> 1,607
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,607
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
