<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 May 31,1997
------------------------------------------------
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 0-10815
- --------------------------------------------------------------------------------
Certified Grocers of California, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 95-0615250
- --------------------------------------------------------------------------------
(State or other jurisdiction (I.R.S. employer Identification No.)
of incorporation or organization)
2601 S. Eastern Avenue, Los Angeles 90040
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(213) 726-2601
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code
- --------------------------------------------------------------------------------
(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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes 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.
Class A Shares 47,600 Shares as of May 31, 1997
Class B Shares 364,624 Shares as of May 31, 1997
Class C Shares 15 Shares as of May 31, 1997
1
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
May 31, August 31,
1997 1996
-------- ----------
<S> <C> <C>
ASSETS
Current:
Cash and cash equivalents $10,051 $6,451
Accounts and notes receivable 88,676 98,424
Inventories 136,708 136,303
Prepaid expenses 5,138 4,625
Deferred taxes 5,356 5,356
-------- --------
Total current assets 245,929 251,159
Properties, at cost 166,201 155,699
Less, accumulated depreciation (90,121) (82,128)
-------- --------
76,080 73,571
Investments 27,317 27,541
Notes receivable 17,022 8,309
Other assets 17,346 14,157
-------- --------
TOTAL ASSETS $383,694 $374,737
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current:
Accounts payable $79,002 $98,468
Accrued liabilities 53,886 59,235
Notes payable 11,515 11,440
Patrons' excess deposits and estimated patronage dividends 17,088 15,157
-------- --------
Total current liabilities 161,491 184,300
Notes payable, due after one year 108,636 75,617
Long-term liabilities 17,698 20,041
Patrons' deposits and certificates:
Patrons' required deposits 17,940 15,524
Subordinated patronage dividend certificates 6,525 6,549
Shareholders' equity:
Class A Shares 5,255 5,305
Class B Shares 53,605 56,504
Retained earnings 12,935 11,436
Net unrealized loss on depreciation of investments (136) (284)
Minimum pension liability adjustment (255) (255)
-------- --------
Total shareholders' equity 71,404 72,706
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $383,694 $374,737
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (UNAUDITED)
(dollars in thousands)
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
----------------------- -------------------------
May 31, June 1, May 31, June 1,
1997 1996 1997 1996
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $472,049 $486,725 $1,445,497 $1,458,706
-------- -------- ---------- ----------
Costs and expenses:
Cost of sales 430,239 446,003 1,319,840 1,332,120
Distribution, selling and administrative 34,761 34,023 102,543 102,289
-------- -------- ---------- ----------
Operating income 7,049 6,699 23,114 24,297
Interest expense
Other income (3,569) (3,446) (9,782) (11,226)
458 366 458 366
-------- -------- ---------- ----------
Earnings before estimated patronage dividends
and provision for income taxes 3,938 3,619 13,790 13,437
Estimated patronage dividends (2,621) (2,050) (10,670) (8,606)
-------- -------- ---------- ----------
Earnings before income tax provision 1,317 1,569 3,120 4,831
Provision for income taxes 478 635 1,095 1,795
-------- -------- ---------- ----------
Net earnings $ 839 $ 934 $2,025 $3,036
-------- -------- ---------- ----------
-------- -------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED MAY 31, 1997 AND JUNE 1, 1996
(dollars in thousands)
<TABLE>
<CAPTION>
May 31, June 1,
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $2,025 $3,036
-------- --------
Adjustments to reconcile net earnings to net
cash (utilized) provided by operating activities:
Gain on sales of investments in affiliates (458) (366)
Reduction in fair value of investment 1,500
Depreciation and amortization 9,013 7,477
Loss (gain) on disposal of properties 80 (127)
Accrued benefit costs 697 1,899
Accrued sublease liability (260) (31)
Decrease (increase) in assets:
Accounts and notes receivable 5,724 (3,067)
Inventories (405) 11,263
Prepaid expenses (513) (650)
Notes receivable (8,126) (4,577)
Increase (decrease) in liabilities:
Accounts payable (19,466) (461)
Accrued liabilities (5,338) 8,744
Patrons' excess deposits and estimated
patronage dividends 1,931 2,868
Long-term liabilities, other (2,791) 2,959
-------- --------
Net cash (utilized) provided by operating activities (16,387) 28,967
-------- --------
Cash flows from investing activities:
Purchase of properties (11,332) (7,472)
Proceeds from sales of properties 607 22
Increase in other assets (4,066) (1,171)
Investment in securities, net (1,128) (5,236)
Sales of investments in affiliates, net of cash disposed* 458 1,902
Proceeds from sale of notes receivable 3,413
-------- --------
Net cash utilized by investing activities (12,048) (11,955)
-------- --------
Cash flows from financing activities:
Additions to long-term notes payable 43,722
Reduction of long-term notes payable (8,750) (6,013)
Additions to short-term notes payable 2,000
Reduction of short-term notes payable (1,878) (10,524)
Increase in members' required deposits 2,416 1,250
Repurchase of shares from members (3,878) (3,839)
Issuance of shares to members 403 625
-------- --------
Net cash provided (utilized) by financing activities 32,035 (16,501)
-------- --------
Net increase in cash and cash equivalents 3,600 511
Cash and cash equivalents at beginning of year 6,451 7,329
-------- --------
Cash and cash equivalents at end of period $10,051 $7,840
-------- --------
-------- --------
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $10,952 $12,705
Income taxes 2,603 380
-------- --------
$13,555 $13,085
-------- --------
-------- --------
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THIRTY-NINE WEEKS ENDED MAY 31, 1997 AND JUNE 1, 1996
(dollars in thousands)
June 1,
1996
-------
* Sales of investments in affiliates, net of cash disposed:
Working capital, other than cash $6,431
Property, plant and equipment 435
Investment in preferred stock (1,000)
Other assets 70
Proceeds in excess of net assets of affiliates sold, net 366
Long-term debt (4,400)
-------
Net cash effect from sales of investments in affiliates $1,902
-------
-------
The accompanying notes are an integral part of these statements.
5
<PAGE>
CERTIFIED GROCERS OF CALIFORNIA, LTD., AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The consolidated condensed financial statements include the accounts of
Certified Grocers of California, Ltd. and all of its subsidiaries (the
"Company"). Intercompany transactions and accounts with subsidiaries have been
eliminated. The interim financial statements included herein have been prepared
by the Company without audit, pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission (the "Commission"). Certain
information and footnote disclosures, normally included in the financial
statements prepared in accordance with generally accepted accounting principles,
have been omitted pursuant to Commission rules and regulations; nevertheless,
the Company believes that the disclosures are adequate to make the information
presented not misleading. These condensed financial statements should be read
in conjunction with the audited financial statements and notes thereto included
in the Company's latest annual report filed on Form 10-K. The results of
operations for the interim periods are not necessarily indicative of the results
for the full year.
2. The accompanying consolidated condensed financial statements reflect all
adjustments which are, in the opinion of management, both of a normal recurring
nature and necessary to a fair statement of the results of the interim periods
presented. Certain reclassifications have been made to prior period's financial
statements to present them on a basis comparable with the current period's
presentation.
3. The Company reclassified $1,953,000 from long-term to short-term debt (a
noncash financing activity) for the thirty-nine weeks ended May 31, 1997, in its
Consolidated Condensed Statements of Cash Flows.
4. The Company has an investment in the Preferred Stock and Common Stock of
Sav Max Foods, Inc. ("Sav Max"), a customer whose principal offices are located
in Modesto, California. On May 15, 1997, the Company completed a restructuring
agreement with Sav Max. As a result of this agreement, Sav Max is no longer in
default under the terms of the Preferred Stock Agreement. In connection with
this restructuring, the Company has recorded a $1.5 million reduction in the
fair value of its investment in Sav Max.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company relies upon cash flow from operations, patron deposits,
Patronage Certificates, shareholdings, and borrowings under the Company's
credit lines, to finance operations. Net cash utilized by operating
activities totaled $16.4 million for the first thirty-nine weeks of fiscal
1997 (the "1997 period"), as compared to $29 million provided by operations
for the first thirty-nine weeks of fiscal 1996 (the "1996 period"). Net cash
utilized for the 1997 period is primarily due to decreased accounts payable
in the distribution operations. The Company's improvements in its
distribution and manufacturing operations, revised marketing programs, and
loan sale proceeds provide adequate operating cash flow to conduct the
Company's business operations. At May 31, 1997, working capital was $84.4
million, as compared to $66.9 million at August 31, 1996, and the Company's
current ratio was 1.5 to 1 at May 31, 1997 and 1.4 to 1 at fiscal 1996 year
end. Working capital varies primarily as a result of seasonal inventory
requirements.
Capital expenditures totaled $11.3 million in the first thirty-nine weeks
of fiscal 1997. The 1997 expenditures include purchases of computer equipment,
leasehold improvements, and warehouse equipment.
The Company and one of its subsidiaries, Grocers Capital Company ("GCC")
have agreements with certain banks that provide for committed lines of credit.
These credit lines are available for general working capital, acquisitions, and
maturing long-term debt. One credit agreement is collateralized by accounts
receivable, inventory, and certain other assets of Certified Grocers of
California, Ltd. and two of its principal subsidiaries, excluding equipment,
real property and the assets of GCC. GCC's credit agreement is collateralized by
its loan portfolio. The agreements provide for Eurodollar basis or prime basis
borrowings at the Company's option. At the end of the third quarter of fiscal
1997, the Company had $145 million in committed lines of credit, of which $73.6
million was not utilized. As of May 31, 1997, the Company's outstanding
borrowings, including obligations under capital leases of approximately $3.1
million, amounted to $120.2 million, of which $108.6 million was classified as
noncurrent.
Certified distributes at least 20% of the patronage dividends in cash and
distributes Class B Shares as a portion of the patronage dividends distributed
to its member-patrons.
Patrons are generally required to maintain subordinated deposits with the
Company and member-patrons purchase shares of stock of the Company. Upon
termination of patron status, the withdrawing patron will be entitled to recover
deposits in excess of its obligations to the Company if permitted by the
applicable subordination provisions, and a member-patron also will be entitled
to have its shares redeemed, subject to applicable legal requirements, Company
policies and credit agreement limitations. The Company's current redemption
policy limits the Class B Shares that the Company is obligated to redeem in any
year to 5% of the number of Class B Shares deemed outstanding at the end of the
preceding fiscal year. In fiscal 1996, this limitation restricted the
Company's redemption of shares to 19,238 shares for $3,190,815. In fiscal 1997,
the 5% limitation restricts the Company's redemption of shares to 19,191 shares
for $3,222,937, and as of May 31, 1997, that number of shares has been redeemed.
The number of shares tendered for redemption at May 31, 1997, totaled 64,738 (or
approximately $10.9 million using fiscal 1996 year end book values), which
exceeds the amount that can be redeemed in fiscal 1997. Consequently, the
Company will be required to make redemptions in fiscal 1998, 1999, 2000, and
2001, with such redemptions approximating $13.3 million based on 1996 year end
book values and estimated share issuances for those years. The redemption price
for shares is based upon their book value as of the end of the year preceding
redemption. Cash flow to fund redemption of shares is provided from operations,
patron deposits, current shareholdings and borrowings under the Company's credit
lines.
7
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth selected financial data of the Company
expressed as a percentage of sales for the periods indicated below:
For the Thirty-Nine Weeks Ended
-------------------------------
MAY 31, 1997 JUNE 1, 1996
------------ ------------
Net sales 100% 100%
Cost of sales 91.3 91.3
Distribution, selling and administrative 7.1 7.0
Operating income 1.6 1.7
Interest expense 0.7 0.8
Estimated patronage dividends 0.7 0.6
Earnings after dividend and before income taxes 0.2 0.3
Provision for income taxes 0.1 0.1
Net earnings 0.1 0.2
NET SALES
Net sales totaled $1.445 billion for the 1997 period as compared to $1.458
billion in the 1996 period. The sales decrease of $13 million represents a 0.9%
decrease over the 1996 period. The reduction in sales is the result of reduced
purchases by Food 4 Less GM, Inc. ("F4LGM"), reduced sales to Megafood Stores
("Megafood"), and the sale of the Company's Hawaiian subsidiary, Hawaiian
Grocery Stores, Ltd. ("HGS") in May 1996. Effective December 1996, the Arizona
stores previously owned by Megafood were sold to Basha's Inc. ("Basha's").
Basha's self-distributes most of the product previously supplied to Megafood by
the Company. Accordingly, the Company's sales to Megafood have been
significantly impacted by this transaction. During the first 39 weeks of fiscal
1997, sales relating to F4LGM, Megafood and HGS were approximately $98 million
below the same period in fiscal 1996. These sales decreases were partially
offset by additional sales in all divisions resulting from the benefits of the
Company's impact-based pricing strategy. Additionally, sales have increased in
the Company's dairy division as a result of the addition of a significant
customer in February 1996 and in the meat division as a result of the expansion
of these services to Northern California in September 1996.
COST OF SALES
Cost of sales remained constant between the 1996 and 1997 periods at 91.3%
of sales. The impact-based pricing program has resulted in a reduction of cost
of sales as a percent to sales due to the reduced fees charged to customers who
contribute to the efficiency of the warehouse. However, the fee reduction has
been entirely offset by the increased cost of sales associated with the retail
stores operated by the Company in Northern California.
DISTRIBUTION, SELLING AND ADMINISTRATIVE
Distribution, selling and administrative expenses were $102.5 million (or
7.1% of net sales) in the 1997 period, as compared to $102.2 million (or 7.0%
of net sales) in the 1996 period. The level of expense for the 1997 period
is consistent with the 1996 period.
OPERATING INCOME
Operating income totaled $23.1 million for the 1997 period, as compared to
$24.3 million for the 1996 period. The lower operating income is primarily due
to a reduction in finance income pursuant to the sale of $27.9 million and $3.4
million of finance receivables in August 1996 and January 1997, respectively.
INTEREST
Interest expense in the 1997 period decreased from $11.2 million (0.8% of
net sales) in the 1996 period to $9.8 million (0.7% of net sales) in the 1997
period. The decrease is due to lower borrowing requirements
8
<PAGE>
resulting from the sale of finance receivables in August 1996 and January 1997.
OTHER INCOME
Other income of $458,000 in the 1997 period resulted from the sale of the
Company's minority interest in Major Market Inc. Other income of $366,000 in
the 1996 period resulted from the disposition of Hawaiian Grocery Stores, a
wholly-owned subsidiary.
ESTIMATED PATRONAGE DIVIDENDS
Estimated patronage dividends totaled $10.7 million for the 1997 period as
compared to $8.6 million for the 1996 period. The $2.1 million (24%) increase
over the prior period is due to efficiency improvements made as a result of the
Company's new impact-based pricing in its cooperative divisions.
NET EARNINGS
Net earnings for the 1997 period were $2,025,000 compared to net earnings
of $3,036,000 for the 1996 period. The decrease is primarily due to the lower
volume in the Company's general merchandise subsidiary and costs associated with
the development of retail banner store programs.
9
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Reference is made to the Company's Annual Report on Form 10-K for the
fiscal year ended August 31, 1996, for a description of the Company's
involvement with respect to the cleanup of hazardous waste at
Operating Industries, Inc. Superfund Site in Monterey Park,
California.
Item 2. Changes in Securities
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
A. Election of Directors
The Company's Annual Meeting of Shareholders was held on April 15,
1997, at which time the fifteen members of the Company's Board of
Directors were elected. The following tables set forth the twelve
individuals elected by the holders of Class A Shares and the three
individuals elected by the holders of Class B Shares, as well as the
number of votes cast for or withheld respecting each individual.
CLASS A SHARES
--------------
VOTES
NAME VOTES FOR WITHHELD
---- --------- --------
Louis A. Amen 28,800 1,200
John Berberian 28,800 1,200
John T. Fujieki 28,800 1,200
Darioush Khaledi 28,300 1,700
Mark Kidd 28,800 1,200
Willard R. MacAloney 28,600 1,400
Jay McCormack 28,700 1,300
Morrie Notrica 28,600 1,400
Michael A. Provenzano 28,600 1,400
Gail Gerrard Rice 28,700 1,300
James R. Stump 28,800 1,200
Kenneth Young 28,800 1,200
CLASS B SHARES
--------------
VOTES
NAME VOTES FOR WITHHELD
---- --------- --------
Michael Bonfante 243,248 6,221
Harley DeLano 243,802 5,667
Roger Hughes 243,472 5,997
10
<PAGE>
B. Approval of the Amendment to Articles of Incorporation
An amendment to restate clause (b) of Article Eighth of the Company's
Articles of Incorporation was approved by the shareholders of the
Company's Class A Shares at the Annual Meeting. Pursuant to the
amendment, the Company is now authorized to indemnify directors,
officers and other corporate agents to the fullest extent permissible
under California law. Out of a total of 47,700 outstanding Class A
Shares, 25,700 Class A Shares were voted in favor of approval of the
amendment, 900 Class A Shares were voted against approval, and the
holders of 3,400 Class A Shares abstained from voting.
C. Approval of and Authorization to Enter Into Indemnification Agreements
In conjunction with the amendment of the Articles of Incorporation, at
the Annual Meeting the holders of the Company's Class A Shares
approved a form of indemnification agreement, and also authorized the
Company to enter into the approved indemnification agreement with its
present and future directors and such of its present and future
officers and other corporate agents as may be designated from time to
time by the Board of Directors. Of the 47,700 outstanding Class A
Shares entitled to vote, 25,200 Class A Shares, excluding shares held
by the directors of the Company, were voted in favor of approval,
1,200 Class A Shares were voted against approval, and the holders of
3,600 Class A Shares abstained from voting.
D. Approval of the Plan Respecting Loans and Guaranties
At the Company's Annual Meeting, the holders of the Company's Class A
Shares approved a plan (the "Plan") under which the members of the
Company's Credit Committee were authorized, in their discretion, to
approve loans of money or property by the Company or any of its
subsidiaries to, or guaranties by the Company or any of its
subsidiaries of the obligations of, (1) any patron of the Company upon
the security of the shares of stock of the Company held by such
patron, or (2) any director of the Company, provided that, in each
case, the loan or guaranty is of the type and satisfies certain
approved terms and conditions set forth in the Plan. The terms and
conditions may vary depending upon (a) the type and amount of the loan
or guaranty, and (b) whether the recipient is a director or other
patron. The Plan does not allow the members of the Credit Committee
to approve loans or guaranties in favor of officers of the Company.
Out of a total of 47,700 outstanding Class A Shares, 24,800 Class A
Shares excluding shares held by the directors of the Company were
voted in favor of approving the Plan, 1,300 Class A Shares were voted
against approving the Plan, and the shareholders of 3,900 Class A
Shares represented at the Annual Meeting abstained from voting.
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
.
(a) Exhibits
Exhibit 27. Financial Data Schedule.
(b) Reports on Form 8-K
None.
11
<PAGE>
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.
CERTIFIED GROCERS OF CALIFORNIA, LTD.
-------------------------------------
(Registrant)
Dated: July 21, 1997 By /s/ ALFRED A. PLAMANN
---------------------------------
Alfred A. Plamann
President and
Chief Executive Officer
By /s/ DANIEL T. BANE
---------------------------------
Daniel T. Bane
Senior Vice President,
Finance and Administration
and Chief Financial Officer
By /s/ RANDALL G. SCOVILLE
---------------------------------
Randall G. Scoville
Corporate Controller
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000320431
<NAME> CERTIFIED GROCERS OF CALIFORNIA
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> AUG-30-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> MAY-31-1997
<CASH> 10,051
<SECURITIES> 27,317
<RECEIVABLES> 99,733
<ALLOWANCES> (11,057)
<INVENTORY> 136,708
<CURRENT-ASSETS> 245,929
<PP&E> 166,201
<DEPRECIATION> (90,121)
<TOTAL-ASSETS> 383,694
<CURRENT-LIABILITIES> 161,491
<BONDS> 108,636
0
0
<COMMON> 58,860
<OTHER-SE> 12,544
<TOTAL-LIABILITY-AND-EQUITY> 383,694
<SALES> 1,445,497
<TOTAL-REVENUES> 1,445,497
<CGS> 1,319,840
<TOTAL-COSTS> 1,422,383
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,782
<INCOME-PRETAX> 3,120
<INCOME-TAX> 1,095
<INCOME-CONTINUING> 2,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,025
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
