<PAGE>
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 October 26, 1996
----------------------------------------
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 1-258
----------------------------------------------------------
JG INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
ILLINOIS 36-1141010
- --------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5630 WEST BELMONT AVENUE CHICAGO, IL 60634
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(773) 481-5410
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
1615 WEST CHICAGO AVENUE CHICAGO, IL 60622
- --------------------------------------------------------------------------------
(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 requirement for the past 90 days.
Yes X No
--- ---
Common Stock outstanding as of October 26, 1996 - 7,061,890
- --------------------------------------------------------------------------------
1
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
Company or group of companies for which report is filed:
JG INDUSTRIES, INC. AND SUBSIDIARIES (Company)
----------------------------------------------
In the opinion of management, all adjustments necessary to fairly present the
condensed consolidated financial position of the Company as of October 26, 1996,
January 27, 1996, and October 28, 1995 and the results of its operations and its
cash flows for the thirteen and thirty-nine week periods ended October 26, 1996
(fiscal 1997) and October 28, 1995 (fiscal 1996) have been included. These
adjustments consist solely of normal recurring accruals. The results of
operations for such interim periods are not necessarily indicative of results
for the full year.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures are adequate to make the information presented not misleading. It is
suggested that these condensed consolidated financial statements be read in
conjunction with the consolidated financial statements and notes thereto in the
Company's latest Annual Report on Form 10-K.
2
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
October 26, January 27, October 28,
1996 1996 1995
------------ ----------- -----------
ASSETS
------
<S> <C> <C> <C>
Current Assets:
Cash and cash equivalents $ 3,515 $ 3,792 $11,728
Receivables, net 815 350 817
Merchandise inventories 9,090 8,734 14,153
Due from Jupiter 1,265
Other current assets 661 335 362
------- ------- -------
Total current assets 14,081 13,211 28,325
------- ------- -------
Land, buildings and
equipment, at cost 14,538 23,650 24,287
Less accumulated depreciation
and amortization 9,074 14,347 14,064
------- ------- -------
5,464 9,303 10,223
------- ------- -------
Leasehold rights, net 33 69 (29)
Due from Jupiter 1,265 1,265
Other assets 1,478 1,467 1,469
------- ------- -------
$22,321 $25,315 $39,988
======= ======= =======
LIABILITIES, COMMON STOCK AND
- -----------------------------
OTHER SHAREHOLDERS' EQUITY
--------------------------
Current Liabilities:
Notes payable $ 750 $ 200 $ 3,469
Current portion of long-term debt 627 1,227
Accounts payable 4,957 3,875 7,433
Accrued liabilities 2,693 3,195 3,940
------- ------- -------
Total current liabilities 8,400 7,897 16,069
------- ------- -------
Long-term debt, less current portion 1,848 8,469
Other long-term liabilities 931 928
Minority interest 1,242 1,173 1,618
Redeemable preferred stock, including accrued
dividends of $1,100, $754 and $673, respectively 4,283 3,937 3,856
Common stock and other shareholders' equity:
Common shares; no par value;
authorized 10,000,000 shares;
issued 7,217,311 shares 11,246 11,246 11,246
Paid-in capital 4,775 4,775 5,017
Accumulated deficit (7,271) (5,204) (5,002)
Treasury shares - 155,421, 155,322 and
155,322 shares at cost, respectively (1,285) (1,285) (1,285)
------- ------- -------
7,465 9,532 9,976
------- ------- -------
$22,321 $25,315 $39,988
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
FOR THE 13 AND 39 WEEK PERIODS ENDED OCTOBER 26, 1996 AND OCTOBER 28, 1995
--------------------------------------------------------------------------
(UNAUDITED)
<TABLE>
<CAPTION>
13 WEEKS 39 WEEKS
ENDED ENDED
-------------------------- --------------------------
October 26, October 28, October 26, October 28,
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
(in thousands, except share data)
Net sales from
continuing operations $ 13,996 $ 18,367 $ 45,072 $ 52,653
Cost of sales 9,072 12,067 30,161 35,664
---------- ---------- ---------- ----------
Gross profit 4,924 6,300 14,911 16,989
Selling, general and
administrative expenses 5,135 6,592 17,036 19,541
---------- ---------- ---------- ----------
Loss from continuing
operations (211) (292) (2,125) (2,552)
Interest income (expense), net 44 (270) 13 (793)
Provision for store closing (28) (435)
Gain (loss) on sale of asset (79) 933 (3)
Loss on subsidiary stock
transactions, net (23)
Minority interest in net income
of subsidiaries (23) (359) (69) (402)
---------- ---------- ---------- ----------
Loss before income tax
provision and discontinued
operations (297) (921) (1,683) (3,773)
Income tax provision (12) (13) (38) (35)
---------- ---------- ---------- ----------
Loss before discontinued
operations (309) (934) (1,721) (3,808)
Discontinued operations:
Income from operations, net
of applicable income taxes 82 561
Gain on sale of discontinued
operations, including income
during phase-out period, less
applicable income taxes 6,121 6,121
---------- ---------- ---------- ----------
Income from discontinued operations 6,203 6,682
---------- ---------- ---------- ----------
Net income (loss) $ (309) $ 5,269 $ (1,721) $ 2,874
========== ========== ========== ==========
Net income (loss) applicable
to common and common
equivalent shares $ (429) $ 5,203 $ (2,067) $ 2,674
========== ========== ========== ==========
Loss per common share from
continuing operations $(.06) $(.14) $(.29) $(.54)
========== ========== ========== ==========
Earnings (loss) per common share $(.06) $.74 $(.29) $.38
========== ========== ========== ==========
Average number of common and common
equivalent shares outstanding 7,061,890 7,062,141 7,061,900 7,059,785
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMMON STOCK AND OTHER SHAREHOLDERS' EQUITY
FOR THE FISCAL YEAR ENDED JANUARY 27, 1996,
AND THE QUARTER ENDED OCTOBER 26, 1996
(IN THOUSANDS, EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Common Paid-In Accumulated Treasury
Shares Capital Deficit Stock Total
------- ------- ----------- -------- -------
<S> <C> <C> <C> <C> <C>
Balances, January 28, 1995 $11,242 $ 6,129 $(7,676) $(1,279) $ 8,416
Net income, fiscal 1996 2,753 2,753
Gains on sale of H-K stock
to Jupiter 176 176
Loss on repurchase of H-K stock
from Jupiter (1,530) (1,530)
Exercise of stock options for
8,000 common shares 4 4
Purchase of 884 common shares (6) (6)
Dividends accrued on
redeemable preferred stock (281) (281)
------- ------- ------- ------- -------
Balances, January 27, 1996 11,246 4,775 (5,204) (1,285) 9,532
Net loss, thirty-nine week
period ended October 26, 1996 (1,721) (1,721)
Dividends accrued on
redeemable preferred stock (346) (346)
------- ------- ------- ------- -------
Balances, October 26, 1996 $11,246 $ 4,775 $(7,271) $(1,285 $ 7,465
======= ======= ======= ======= =======
</TABLE>
The accompanying notes are an integral part
of these condensed consolidated financial statements.
5
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
FOR THE QUARTERS ENDED OCTOBER 26, 1996 AND OCTOBER 28, 1995
------------------------------------------------------------
(UNAUDITED)
-----------
<TABLE>
<CAPTION>
39 Weeks Ended
-------------------------------
October 26, October 28,
1996 1995
-------------- ---------------
(in thousands)
<S> <C> <C>
Cash flows from operating activities:
Loss from continuing operations $(1,721) $(3,808)
Income from discontinued operations 6,682
------- -------
Net (loss) income (1,721) 2,874
Adjustments to reconcile net income (loss)
to net cash (used in) provided by
operating activities:
Depreciation and amortization 894 2,051
Deferred income taxes 766
Minority interest 69 1,197
Provision for store closing 435
Gain on sale of assets and
discontinued operations (933) (6,078)
Loss on issuance of stock
by subsidiary 23
Changes in assets and liabilities;
net of effects of discontinued
operations
Receivables (530) 3,627
Merchandise inventories (2,648) (5,451)
Other assets (current) (40) 120
Other assets (noncurrent) (11) (69)
Accounts payable and accrued liabilities 279 (1,095)
------- -------
Net cash used in operating activities (4,206) (2,035)
------- -------
Cash flows from investing activities:
Net proceeds from sale of assets and
discontinued operations 6,544 11,827
Capital expenditures (690) (1,361)
------- -------
Net cash provided by investing activities 5,854 10,466
------- -------
Cash flows from financing activities:
Net short-term borrowings 550 3,469
Principal payments of long-term debt (2,475) (2,231)
Proceeds from exercise of stock options 4
Proceeds from exercise of stock options
at subsidiary 13
Purchase of treasury shares (6)
------- -------
Net cash (used in ) provided by
financing activities (1,925) 1,249
------- -------
Net (decrease) increase in cash and cash equivalents (277) 9,680
Cash and cash equivalents at beginning of year 3,792 2,048
------- -------
Cash and cash equivalents at end of
thirty-nine week period $ 3,515 $11,728
======= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
6
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1) Merchandise inventories are stated at the lower of cost or market. Cost is
determined on the last-in, first-out (LIFO) basis for approximately 87% of
the inventory as of October 26, 1996, January 27, 1996 and October 28, 1995,
using the retail method. The remaining inventory is valued on the first-in,
first-out (FIFO) basis using the retail method. If the FIFO method had been
used to value all inventories, cost would have been $469,000, $406,000, and
$390,000 higher at October 26, 1996, January 27, 1996, and October 28, 1995,
respectively.
2) Receivables are presented net of allowances for cancellation reserves and
doubtful accounts of approximately $42 at October 26, 1996 and January 27,
1996, and $0 at October 28, 1995.
3) Leasehold rights are shown net of accumulated amortization of $36,000 at
October 26, 1996, $31,000 at January 27, 1996 and $2,517,000 at October 28,
1995.
4) Certain reclassification have been made to the October 28, 1995 amounts in
order to conform to classifications at October 26, 1996 and January 27,
1996.
5) Effective July 11, 1996 Goldblatt's Department Stores, Inc. ("Goldblatt's",
a wholly-owned subsidiary of the Company), sold three of its properties and
its inventory for approximately $6,544,000, net of expenses. A pre-tax gain
of approximately $933,000 resulted from this transaction. Goldblatt's used
the proceeds from the transaction to repay all debt outstanding under its
mortgage loan of approximately $1,980,000 plus interest and to repay
borrowings on the line of credit of $2,750,000.
6) During fiscal 1995, Sussex Group, Ltd. ("Sussex", an indirect majority owned
subsidiary of the Company), transferred or sold a total of 800,000 shares of
Huffman Koos Inc. ("H-K") common stock to Jupiter Industries, Inc.
("Jupiter").
Effective May 23, 1995, the Company through Sussex sold an additional
150,000 shares of H-K common stock to Jupiter for $1,125,000. As a result of
the sale of these shares, the Company recognized a gain of $176,000. This
gain was recorded as an increase to paid-in capital and represents the
difference between cash received and the amount of H-K net equity
represented by these shares. The Company used $625,000 of the proceeds from
the May 23, 1995 stock sale to make payments on JG's $7,125,000 term loan.
Pursuant to the terms of the various stock purchase agreements (the
"Agreements"), Sussex has been granted an option to repurchase any or all of
the 950,000 H-K shares for a purchase price ranging from $7.25 to $8.00 per
share plus interest on such amount. The Agreements also contained a
provision which required Jupiter to vote the 950,000 H-K shares for the
election of a majority of the Board of Directors of H-K as Sussex shall
direct. As a result of this voting provision, the Company through Sussex,
retained effective control of H-K. Jupiter and Sussex collectively owned
approximately 55.9% of the total issued and outstanding H-K shares at
October 27, 1995.
Pursuant to an Agreement and Plan of Merger dated September 18, 1995,
stockholders of H-K stock received a tender offer from an unrelated third
party on September 25, 1995 to acquire all of the issued and outstanding H-K
shares at a per share purchase price of $9.375 in cash. Upon consumption of
the tender offer on October 27, 1995, Sussex sold the 1,250,000 H-K shares
held directly by it for an aggregate cash consideration of approximately
$11,719,000. On October 27, 1995, pursuant to an agreement dated September
18, 1995 between Jupiter and Sussex, Sussex also exercised its option to
repurchase the 950,000 H-K shares for the total purchase price of $7,000,000
plus interest of approximately $641,000, and instructed Jupiter to tender
the 950,000 H-K shares. As a result of the repurchase, the Company recorded
a $1,530,000 loss as a decrease to paid-in capital. This loss represents the
difference between the total cash due to Jupiter and the amount of H-K
equity represented by these shares. The Company also recorded a receivable
from Jupiter of approximately $1,265,000. This receivable represents the
difference between proceeds from the sale of $8,906,000 and $7,641,000 owed
to Jupiter by Sussex.
On October 30, 1995, the Company used proceeds received by Sussex from the
transaction to repay all debt outstanding under the Company's term loan of
approximately $6,250,000 plus interest, and to deposit $3,500,000 as
collateral on the Goldblatt's line of credit.
7
<PAGE>
JG INDUSTRIES, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
As a result of the transactions described above, previously issued consolidated
statements of operations have been restated to reflect H-K as a discontinued
operation.
Summarized results of H-K business for the period ended October 28, 1995 are as
follows:
<TABLE>
<CAPTION>
13 WEEKS 39 WEEKS
-------- --------
<S> <C> <C>
Net sales $30,978 $84,808
Cost and expenses 29,527 82,894
------- -------
Income before income taxes 1,451 1,914
Income taxes 581 766
------- -------
Net income $ 870 $ 1,148
======= =======
</TABLE>
5) During the first and second quarters of fiscal 1996 and 1995, options to
purchase 13,480 and 3,800 shares, respectively, of common stock of H-K were
exercised. Losses of $23,000 and $6,000, respectively, on the issuance of
these shares were recorded by the Company with an increase to minority
interest as H-K's net book value per share exceeded the option prices.
6) Loss per share applicable to common and common equivalent shares is computed
after recognition of the dividend requirements on redeemable preferred stock
of $346,000 in fiscal 1997 and $200,000 in fiscal 1996.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
-----------------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Cash and cash equivalents decreased by $277,000 during the nine months ended
October 26, 1996 which included approximately $4,206,000 of net cash used in
operating activities. Accounts receivable increased by $530,000 due to an
increase in layaway receivables. Inventories increased by approximately
$2,648,000 due to normal, seasonal increases.
Goldblatt's Department Stores, Inc. ("Goldblatt's") spent approximately $383,000
on capital expenditures during the first nine months of fiscal 1996 related to
normal capital maintenance and $307,000 on the remodeling of the new corporate
location. Goldblatt's capital expenditures for the balance of fiscal 1996 will
be minimal as no new store openings or major store renovations are planned.
Goldblatt's had remaining availability of $2,750,000 under its line of credit as
of October 26, 1996. The Company believes that Goldblatt's working capital and
line of credit will be adequate to fund current operations and service the
Company's indebtedness through fiscal 1997.
Goldblatt's used the proceeds received from the sale of its properties and
inventory to repay all debt outstanding under Goldblatt's mortgage loan of
approximately $1,980,000 plus interest, and to repay borrowings on the line of
credit of $2,750,000.
The Company used the proceeds received by Sussex from sale of the Huffman
Koos, Inc. ("H-K") common stock to repay all debt outstanding under the
Company's term loan of approximately $6,250,000 plus interest and to deposit
$3,500,000 as collateral on the Goldblatt's line of credit.
The sale of H-K gave rise to an obligation of the Company under the Series A 9%
Cummulative Preferred Stock Designations to redeem all of the issued and
outstanding shares of that class of stock. The redemption price for all of the
Series A Preferred Stock is $3,183,000 plus unpaid accrued and additional
dividends of $1,100,000 as of October 26, 1996. A mandatory obligation to redeem
shares of Series A Preferred Stock having a liquidation value of at least
$1,500,000 was scheduled on May 1, 1996. The Directors not affiliated with
Jupiter, on recommendation of management of the Company, have determined to
defer any redemption of the Series A Preferred Stock until such time as it may
do so without materially adversely affecting the financial condition of the
Company, as contemplated by applicable state law. Pending satisfaction of any
such redemption obligation, in accordance with the Preferred Stock Designations,
the dividend rate on the Series A Preferred Stock increased from 9% to 12% per
annum, compounded quarterly. Jupiter is seeking redemption of the Series A
Preferred Stock.
Effective February 22, 1996, Goldblatt's line of credit was amended. The line
is guaranteed by the Company, and is collateralized by a Certificate of Deposit
("CD")in the amount of $3,500,000 held by the financial institution. Interest
is payable monthly at the CD rate plus 1%.
9
<PAGE>
RESULTS OF OPERATIONS
---------------------
THIRTEEN WEEKS ENDED OCTOBER 26, 1996 (FISCAL 1997) VS.
- -------------------------------------------------------
THIRTEEN WEEKS ENDED OCTOBER 28, 1995 (FISCAL 1996)
- ---------------------------------------------------
Net sales decreased 23.8% over the prior year, while comparable store sales
decreased 4.8% over the prior year. This decrease is largely due to a sluggish
retail environment. Both apparel and hardlines suffered during the quarter.
Gross profit percentage increased to 35.2% of sales from 34.3% of sales. This
improvement is due to a merchandise control program implemented during the
fourth quarter of fiscal 1996, which resulted in more opportunistic purchases,
lower inventory levels and less markdowns. Management intends to maintain
inventory levels at approximately $1,000,000 below fiscal 1496 inventory levels.
Selling, general and administrative expenses ("SG&A") increased to 36.7% of
sales from 35.9% of sales in the prior year. The fixed nature of costs
associated with operating stores, coupled with the store sales decline, was the
main reason for the increase in Goldblatt's SG&A percentage.
Interest expense decreased due to the repayment of the Company's term loan after
the sale of H-K in fiscal 1996 and the repayment of Goldblatt's mortgage loan.
Effective July 11, 1996, Goldblatt's sold three properties and the inventory for
approximately $6,544,000 net of expenses. A pre-tax gain of approximately
$933,000 resulted from this transaction.
The Company is currently negotiating a release from one of Goldblatt's store
leases. A provision of $407,000 for store closing for the loss on the sale of
the inventory and loss on the book value of capitalized assets has been
recorded. An additional provision of $28,000 for a loss on the book value of
capitalized assets has been recorded in the third quarter of fiscal 1997.
THIRTY-NINE WEEKS ENDED OCTOBER 26, 1996 (FISCAL 1997) VS.
- ----------------------------------------------------------
THIRTY-NINE WEEKS ENDED OCTOBER 28, 1995 (FISCAL 1996)
- ------------------------------------------------------
Net sales 14.4% over the prior year while comparable store sales decreased by
6.7%. This decrease is due to unseasonable weather conditions and a sluggish
retail environment.
Gross profit percentage increased by to 33.1% of sales from 32.3% in the prior
year. This improvement is due to a merchandise control program implemented
during the e fourth quarter of fiscal 1996, which resulted in more opportunistic
purchases, lower inventory levels and less markdowns.
SG&A increased to 37.8% of sales from 37.1% of sales in the prior year. The
increase in SG&A expense as a percentage of sales was due to the sales decline.
Actual SG&A expenses were down due to the sale of the three Goldblatt's
properties as well as an expense reduction program implemented in February 1996.
Interest expense decreased due to the repayment of the Company's term loan after
the sale of H-K in fiscal 1996 and the Goldblatt's mortgage loan after the sale
of the three Goldblatt's properties.
Effective July 11, 1996, Goldblatt's sold three properties and the inventory for
approximately $6,544,000 net of expenses. A pre-tax gain of approximately
$933,000 resulted from this transaction.
The Company is currently negotiating a release from one of the Goldblatt's store
leases. A provision of $435,000 for store closing for the loss on the sale of
the inventory and a loss on the book value of capitalized assets has been
recorded.
10
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 5 - Other Information
None
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits - None
(b) Reports on Form 8-K -- None
11
<PAGE>
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 under-
signed thereunto fully authorized.
JG INDUSTRIES, INC.
-------------------
(Registrant)
Date: December 9, 1996
-------------------
/s/ Clarence Farrar
--------------------------
Clarence Farrar
President and
acting Chief Financial Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from
The JG Industries, Inc. Third Quarter 10-Q for Fiscal 1997 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-25-1997
<PERIOD-START> JAN-28-1996
<PERIOD-END> OCT-26-1996
<CASH> 3,515
<SECURITIES> 0
<RECEIVABLES> 815
<ALLOWANCES> 0
<INVENTORY> 9,090
<CURRENT-ASSETS> 14,081
<PP&E> 14,538
<DEPRECIATION> 9,074
<TOTAL-ASSETS> 22,321
<CURRENT-LIABILITIES> 8,400
<BONDS> 0
<COMMON> 11,246
4,283
0
<OTHER-SE> (3,781)
<TOTAL-LIABILITY-AND-EQUITY> 22,321
<SALES> 45,072
<TOTAL-REVENUES> 45,072
<CGS> 30,161
<TOTAL-COSTS> 17,036
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (13)
<INCOME-PRETAX> (1,683)
<INCOME-TAX> (38)
<INCOME-CONTINUING> (1,721)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,721)
<EPS-PRIMARY> (.29)
<EPS-DILUTED> (.29)
</TABLE>
