<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
[X] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the quarter period ended April 2, 2000.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission file number 0-7907
Ablest Inc.
-----------
(Exact name of registrant as specified in its charter)
Delaware 65-0978462
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1901 Ulmerton Road, Suite 300
Clearwater, Florida 33762
------------------- -----
(Address of principal executive offices) (Zip Code)
727-461-5656
------------
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Former address:
810 North Belcher Road
Clearwater, Florida 33765
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 [ ]
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date - April 14, 2000.
Common stock, $.05 par value 2,892,563
---------------------------- ---------
(Class) (Outstanding shares)
<PAGE> 2
ABLEST INC. AND SUBSIDIARIES
Index
Part I
Financial Information
Condensed Consolidated Balance Sheets -
April 2, 2000 - (Unaudited) and December 26, 1999 3
Condensed Consolidated Statements of Operations -
(Unaudited) Fourteen week period ended April 2, 2000
and thirteen week period ended March 28, 1999 4
Condensed Consolidated Statements of Cash Flows -
(Unaudited) Fourteen week period ended April 2, 2000
and thirteen week period ended March 28, 1999. 5
Notes to Condensed Consolidated Financial Statements 6 - 9
Independent Auditors' Review Report 10
Management's Discussion and Analysis of Results of
Operations and Financial Condition 11 - 13
Part II
Other Information 14
Signatures 15
* * * * *
2
<PAGE> 3
Part I-Financial Information
ABLEST INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(In thousands, except share data)
<TABLE>
<CAPTION>
April 2, December 26,
2000 1999
----------- ------------
(Unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 1,255 562
Receivables 11,492 13,492
Prepaid expenses and other 792 419
Deferred income taxes 1,957 1,100
-------- -------
Total current assets 15,496 15,573
Net property, plant and equipment 1,880 2,213
Deferred income taxes 1,047 909
Intangible assets, net 4,789 4,880
Net assets of discontinued operations (note 5) 1,713 20,434
-------- -------
$ 24,925 44,009
======== =======
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 725 1,468
Accrued expenses 4,782 7,223
-------- -------
Total current liabilities 5,507 8,691
Long-term debt, excluding current installments -- 15,950
Other liabilities 453 756
-------- -------
Total liabilities 5,960 25,397
-------- -------
Stockholders' equity (note 3):
Common stock of $.05 par value. Authorized
8,000,000 shares; issued 3,178,092 and 3,167,092
shares for 2000 and 1999, respectively 159 158
Additional paid-in capital 4,362 4,285
Retained earnings 15,666 15,391
-------- -------
20,187 29,377
Less cost of common stock in treasury: 285,529
shares (1,222) (1,222)
-------- -------
Total stockholders' equity 18,965 18,612
-------- -------
$ 24,925 44,009
======== =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE> 4
ABLEST INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
Fourteen Thirteen
Week period Week period
Ended Ended
April 2, March 28,
2000 1999
----------- ----------
<S> <C> <C>
Net service revenues $ 25,893 21,682
Cost of services 20,021 16,769
----------- ----------
Gross profit 5,872 4,913
Selling, general and administrative expenses 5,663 4,602
Amortization of intangible assets 92 181
----------- ----------
Operating income 117 130
----------- ----------
Other income (expense):
Interest expense, net (106) (143)
Miscellaneous, net 128 (3)
----------- ----------
Total other income (expense), net 22 (146)
----------- ----------
Income (loss) before income taxes from continuing operations 139 (16)
Income tax expense (benefit) 64 (7)
----------- ----------
Net earnings (loss) from continuing operations 75 (9)
----------- ----------
Discontinued operations (note 5):
Loss from discontinued operations, net of income taxes -- (85)
Adjustment of loss on sale of discontinued operations,
net of income taxes 200 --
----------- ----------
200 (85)
----------- ----------
Net earnings (loss) 275 (94)
=========== ==========
Basic and diluted net earnings (loss) per share:
Continuing operations .03 --
Loss from discontinued operations -- (.03)
Adjustment to loss on sale of discontinued operations .07 --
----------- ----------
$ .10 (.03)
=========== ==========
Weighted average number of common shares outstanding 2,882,685 2,880,271
=========== ==========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE> 5
ABLEST INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Fourteen week Thirteen week
period ended period ended
April 2, March 28,
2000 1999
------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) from continuing operations $ 75 (9)
Adjustments to reconcile net earnings (loss) to net cash
provided (used) by operating activities:
Depreciation 302 145
Amortization of intangible assets 92 181
Gain on disposal of property, plant
and equipment, net (114) --
Deferred income taxes (118) --
Changes in assets and liabilities (see below) 1,048 (712)
-------- ------
Net cash provided (used) by operating activities
of continuing operations 1,285 (395)
-------- ------
Cash flows from investing activities:
Additions to property, plant and equipment (192) (321)
Proceeds from disposal of property, plant and equipment 364 --
Acquisitions and earnout payments, net of cash acquired (225) (1,319)
Cash transfer from discontinued operations (Note 5) 8,683 --
-------- ------
Net cash (used)/provided by investing activities of
Continuing operations 8,630 (1,640)
-------- ------
Cash flows from financing activities:
Proceeds from bank line of credit borrowings 4,800 5,150
Repayment of bank line of credit borrowings (14,100) (3,250)
Proceeds from exercise of stock options 78 --
-------- ------
Net cash provided (used) by financing activities
of continuing operations (9,222) 1,900
-------- ------
Net increase (decrease) in cash from continuing operations 693 (135)
Net increase in cash from discontinued operations (note 5) 8,683 19
Less amount transferred to continuing operations (8,683) --
-------- ------
Net increase (decrease) in cash 693 (116)
Cash and cash equivalents at beginning of period 562 1,322
-------- ------
Cash and cash equivalents at end of period $ 1,255 1,206
======== ======
Changes in assets and liabilities providing (using) cash (1):
Receivables $ 2,000 (956)
Prepaid expenses and other (1,466) (520)
Accounts payable 691 56
Accrued expenses (8) 744
Other liabilities (169) (36)
-------- ------
Total $ 1,048 (712)
======== ======
</TABLE>
(1) Excludes changes resulting from discontinued operations.
See accompanying notes to condensed consolidated financial statements
5
<PAGE> 6
ABLEST INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. In the opinion of management of Ablest Inc. and Subsidiaries (the
Company), the accompanying condensed consolidated financial statements
contain all normal recurring adjustments necessary to fairly present
the Company's consolidated financial position as of April 2, 2000 and
the results of its operations and cash flows for the fourteen week
period ended April 2, 2000 and the thirteen week period ended March
28, 1999.
2. The results of operations for the fourteen-week period ended April 2,
2000 are not necessarily indicative of the results to be expected for
the full year.
3. The changes in stockholders' equity for the fourteen week period ended
April 2, 2000 are summarized as follows (in thousands, except shares):
<TABLE>
<CAPTION>
Additional Total
Common paid-in Retained Treasury Stock stockholders'
stock capital earnings Shares Amount equity
----- ---------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance at December 26, 1999 $158 $4,285 $15,391 285,529 $(1,222) $18,612
Net earnings -- -- 275 -- -- 275
Exercised stock options 1 77 -- -- -- 78
---- ------ ------- ------- ------- -------
Balance at April 2, 2000 $159 $4,362 $15,666 285,529 $(1,222) $18,965
==== ====== ======= ======= ======= =======
</TABLE>
4. For the 14 week period ended April 2, 2000, 65,429 additional stock
options were granted and 47,606 stock options expired. As of April 2,
2000 and December 26, 1999, the Company had exercisable options
outstanding to employees to purchase 164,665 and 166,088 common
shares, respectively at prices ranging from $6.94 to $10.13 per share.
5. On March 13, 2000 the Company sold substantially all of its industrial
maintenance segment to Onyx Industrial Services, Inc. (Onyx). The base
selling price was $19,700,000 in cash plus the assumption by Onyx of
certain trade liabilities of approximately $2,600,000.
The terms of the sale include certain other provisions, which could
result in additional disposition costs for the Company. Such costs
include environmental remediation at certain specific industrial
maintenance branches, reimbursement of any uncollectible accounts
receivable acquired by Onyx and the payment of certain severance
costs. The Company estimated and recorded in the fourth quarter of
1999, an estimated net loss from the sale of its industrial
maintenance operations of $7,086,000. Such loss included management's
best estimate of the sale proceeds, the direct costs of the
transaction, estimated costs associated with the contingencies
contained in the agreement and the basis of disposed net assets as of
the measurement date.
During the first quarter of 2000, the Company recorded an adjustment
to the previously recorded loss on the sale by $200,000 (net of taxes
of $241,000) as actual amounts related to the transaction were
compared to the fourth quarter estimates. At April 2, 2000, the
remaining accrued loss on disposal is approximately $2,100,000 and
represents management's current best estimate of remaining costs
associated with the transaction.
6
<PAGE> 7
ABLEST INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, continued
(Unaudited)
A summary of the operating results of discontinued operations are as
follows:
Thirteen
Week period
Ended
March 28,
1999
-----
Loss from discontinued operations before
income tax expense benefit $(156)
Income tax benefit (71)
-----
Loss from discontinued operations $ (85)
=====
The Company specifically allocates debt and interest expense that it attributes
to each operating business segment. The amount of net interest expense included
in the loss from discontinued operations was $95,000 for the thirteen weeks
ended March 28, 1999.
The net assets of discontinued operations at April 2, 2000, represent residual
assets (such as certain remaining property held for sale, remaining amounts due
from Onyx for certain trade payables paid by Ablest on their behalf, and
deferred tax assets expected to reverse upon filing the 2000 tax return) and
liabilities (primarily consisting of the remaining accrual for the loss on
disposal).
The proceeds received from the sale were used to discharge bank debt allocated
to industrial maintenance and pay various transaction costs. The remaining cash
of $8,683,000 was transferred to continuing operations and primarily used to
repay debt allocated to staffing services.
7
<PAGE> 8
ABLEST INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, continued
(Unaudited)
6. Prior to March 13, 2000, the Company had two professional service
segments: staffing and industrial maintenance services. Staffing
services are provided on a temporary and contract basis to businesses
in clerical, light industrial and technology professional sectors
throughout the eastern United States and select southwestern U.S.
markets. Industrial maintenance serviced a wide range of industries by
providing hydroblasting, painting, sandblasting, and vacuuming of
industrial wastes throughout the eastern United States and Canada.
Operating segment data is as follows (in thousands):
<TABLE>
<CAPTION>
Fourteen Thirteen
Week period Week period
Ended Ended
April 2, March 28,
2000 1999
----------- ----------
<S> <C> <C>
Staffing services:
Net revenues $ 25,893 21,682
Intersegment revenues 43 31
-------- -------
Total revenues 25,936 21,713
Cost of services 20,021 16,769
Selling, general & administrative:
Operations 5,179 3,592
Allocated overhead 484 842
-------- -------
Total selling general & administrative 5,663 4,434
Amortization 92 181
Operating income 117 298
Depreciation 302 145
Assets 20,226 25,470
Capital expenditures and acquisitions $ 417 1,641
======== =======
Industrial maintenance services:
Net revenues $ 12,565 14,419
Cost of services 8,637 9,514
Selling, general & administrative:
Operations 3,050 3,582
Overhead 882 1,535
-------- -------
Total selling general & administrative 3,932 5,117
Amortization 1 2
Operating loss (5) (214)
Depreciation 629 1,084
Assets 4,540 30,222
Capital expenditures $ 256 1,082
======== =======
Corporate assets $ -- 987
======== =======
</TABLE>
8
<PAGE> 9
ABLEST INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements, continued
(Unaudited)
The difference between segment assets and total assets as presented on the
consolidated balance sheet are generally a result of the netting of certain
liabilities against assets for discontinued operations and deferred tax assets
against liabilities for consolidation.
Segment operating income (loss) for the thirteen week period ended March 23,
1999, differs from the corresponding amounts of continuing and discontinued
operations on the consolidated statement of operations as a result of certain
corporate overhead allocations. These costs, which are expected to continue
subsequent to the industrial maintenance sale, are allocated for segment
purposes but have been fully charged to continuing operations in the
consolidated statements of operations.
9
<PAGE> 10
Independent Auditors' Review Report
The Board of Directors and Stockholders
Ablest Inc.:
We have reviewed the condensed consolidated balance sheet of Ablest Inc. and
subsidiaries as of April 2, 2000 and the related condensed consolidated
statements of operations for the fourteen-week period ended April 2, 2000 and
the thirteen-week period ended March 28, 1999 and the statement of cash flows
for the twenty-seven week period ended April 2, 2000 and the twenty-six week
period ended March 28, 1999. These condensed consolidated financial statements
are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Ablest Inc. and subsidiaries as of
December 26, 1999 and the related consolidated statements of operations,
stockholders' equity and cash flows for the year then ended (not presented
herein); and in our report dated February 18, 2000, except as to notes 2 and 14
which are as of March 13, 2000, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying condensed consolidated balance sheet as of December 26, 1999,
is fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
Buffalo, New York KPMG LLP
April 20, 2000
10
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Statements made in this discussion, other than those concerning historical
information, should be considered forward-looking and subject to certain risks
and uncertainties which could cause actual results to differ materially from
those anticipated.
On March 13, 2000, the Company sold substantially all of the assets of its
United States industrial maintenance operations and the stock of its wholly
owned Canadian subsidiary, C. H. Heist, Ltd., to Onyx Industrial Services, Inc.
Taken together, these operations comprised substantially all of the assets of
the Company's industrial maintenance segment.
The base selling price was $19.7 million in cash plus the assumption by Onyx of
certain trade liabilities of approximately $2.6 million.
For financial reporting purposes, the Company's industrial maintenance business
has been classified as a discontinued operation through the sale closing date
of March 13, 2000. The estimated loss on disposal, which included estimated
operating results of this quarter through the sale date, was recorded in the
fourth quarter of 1999. The following discussion and analysis of operations and
financial condition pertains to the Company's staffing services segment, which
constitutes the continuing operations. A separate section labeled discontinued
operations is included at the end of this discussion and pertains to the
industrial maintenance segment.
Results of Operations:
The fiscal quarter and year to date period ended April 2, 2000, was comprised of
14 weeks compared to 13 weeks for the fiscal quarter and year to date period
ended March 28, 1999.
Service revenues in the Company's staffing services segment increased by $4.2
million or 19.4% to $25.9 million from $21.7 million for the fiscal quarter and
year to date period ending April 2, 2000, compared to the same fiscal period
ended March 28, 1999. Service revenues in the commercial staffing division
increased by $6.1 million or 39.1% to $21.7 million from $15.6 million, one
year earlier. In addition to the extra week in the current fiscal quarter and
year to date period, revenues generated from seven offices opened in the prior
fiscal year, and greater market penetration in established offices contributed
to this increase. During the current fiscal quarter and year to date period the
Company opened four new service locations. Management believes that these new
locations will generate sufficient revenues to be accretive to earnings, on an
ongoing basis, by the end of the current fiscal year.
Service revenues in the information technology division decreased by $1.9
million or 31.1% to $4.2 million from $6.1 million for current fiscal month and
year to date period, compared to one year earlier. This decline in service
revenues is primarily due to the loss of a contract to provide technology
staffing services to a national financial services provider in one of its
service locations. In addition, the Company closed its information technology
staffing services office in Denver, Colorado, during March 2000. This facility
was not generating the revenues and earnings anticipated by the Company when it
acquired certain assets of SoftWorks International Consulting, Inc. in November
1998. The intangible asset assigned to this acquisition was written-off, in
full, in fiscal 1999 as part of the asset impairment charge taken by the
Company last December.
Gross margin dollars for the current fiscal quarter and year to date period
increased by approximately $1.0 million or 20.4% to $5.9 million from $4.9
million, over the same period one year earlier. As a percentage of service
revenues, gross margin remained constant at 22.7%, year to year. Gross margin
dollars in the commercial staffing division increased by approximately $1.2
million or 33.6% but declined as a percentage of service revenues to 21.6% from
22.4%, one year earlier. The increase in gross margin dollars is due to the
increase in service revenues noted earlier. The decline in gross margin
percentage is due to increased competitive pressure in the marketplace.
11
<PAGE> 12
Results of Operations(cont.):
Gross margin dollars for the current fiscal quarter and year to date period in
the information technology staffing division decreased by approximately
$300,000 or 21.4% to $1.1 million from $1.4 million, over the same period one
year ago. As a percentage of service revenues, gross margin increased to 25.9%
from 23.0%, over the same period one year ago. The decline in gross margin
dollars is due to the decline in service revenue while the increase in gross
margin as a percentage of service revenue is due to the loss of the contract
with the national financial services provider noted previously. The gross
margin on this contract was substantially lower than normal margins and, as a
result, gross margin as a percentage of service revenues increased without this
contract.
Selling, general and administrative expense, inclusive of amortization expense,
increased for the current fiscal quarter and year to date period by $1.0
million or 20.8% to $5.8 million from $4.8 million, one year earlier. The
increase in selling, general and administrative expense is predominately the
result of the opening of new offices in the current and prior fiscal year,
additional staffing necessary to service the growth in revenues in existing
offices and an increase in corporate expense associated with the establishment
of a dedicated support team to the staffing services segment. In prior periods,
executive, administrative, information technology and human resource support
teams were allocated to both the staffing services and industrial maintenance
segments. Partially offsetting this increase is a decrease in amortization
expense of approximately $90,000 due to the reduction in intangible assets,
which resulted from the impairment of intangible assets charge taken in the
fourth quarter of the prior fiscal year.
Other income, net for the current fiscal quarter and year to date period
increased by approximately $168,000 to $22,000 from an expense of $146,000 for
the same period one year earlier. Interest expense, net, decreased by
approximately $37,000 due to the paying off of debt with part of the proceeds
received from the sale of the industrial maintenance business. Additionally,
the Company sold its executive office building in Clearwater, Florida during
the current fiscal quarter at a gain of approximately $124,000. The Company is
in the process of relocating and combining its executive, administrative and
human resource offices into a new, leased corporate facility in Clearwater,
Florida.
The effective tax rate for the current fiscal quarter and year to date period
is 46.0% as compared to a tax benefit of 43.8% for the same period one year
earlier. The effective rates are affected by the multiple taxing jurisdictions
in which the Company operates.
Financial Condition:
The following financial information is provided for the continuing staffing
services operation as of a balance sheet date of April 2, 2000.
The quick ratio was 2.3 to 1 compared to 1.6 to 1 at December 27, 1999 and the
current ratio was 2.8 to 1 compared to 1.8 to 1, for the same respective
periods. Net working capital increased by $3.1 million during the current
fiscal quarter and year to date period. Most of the increase in working capital
resulted from the receipt of proceeds on the sale of the industrial maintenance
operation. Reference should be made to the Consolidated Statement of Cash
Flows, which details the sources and uses of cash.
Open credit commitments at April 2, 2000, were $20.0 million. Part of the
proceeds from the sale of the industrial maintenance operation were used to pay
off the Company's debt burden in its entirety. The Company has begun
preliminary conversations with its financial lenders to restructure its current
revolving line of credit to be more in line with the needs of a pure play
staffing company. It is anticipated that the Company will be able to secure a
new revolving line of credit with terms and conditions at least as favorable as
its current facility.
12
<PAGE> 13
Financial Condition (cont.):
Capital expenditures for the current fiscal quarter and year to date period
were approximately $192,000. These were comprised mostly of expenditures on
computer hardware, software, office automation and communication systems and on
furniture and fixtures. It is anticipated that existing funds, cash flows from
operations and available borrowings will be sufficient to cover working capital
and capital expenditures for fiscal 2000.
Discontinued Operations:
The adjustment to the previously recorded loss on sale of discontinued
operations of approximately $200,000, recorded during the current fiscal
quarter, consists primarily of a reduction in anticipated operating losses from
the measurement date of September 26, 1999, to the disposal date of March 13,
2000. The reduction in anticipated losses is primarily due to the better than
expected performance of the Gulf Coast region during the fiscal first quarter
of 2000.
13
<PAGE> 14
Part II-Other Information
Item 6 Exhibits and Reports on Form 8-K
(A) Exhibit 27.1 Financial Data Schedules
(B) Reports on Form 8-K:
On March 24, 2000, the Company filed a report on Form 8-K
regarding the sale of its industrial maintenance businesses to
Onyx Industrial Services, Inc. for approximately $19.7 million in
cash and approximately $2.6 million in assumed liabilities.
14
<PAGE> 15
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.
Ablest Inc.
(Registrant)
Date May 10, 2000 /s/ Mark P. Kashmanian
--------------------- -------------------------------------
Mark P. Kashmanian
Chief Accounting Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> DEC-27-1999
<PERIOD-END> APR-02-2000
<EXCHANGE-RATE> 1
<CASH> 1,255
<SECURITIES> 0
<RECEIVABLES> 11,492
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,496
<PP&E> 6,156
<DEPRECIATION> 4,276
<TOTAL-ASSETS> 24,925
<CURRENT-LIABILITIES> 5,507
<BONDS> 0
0
0
<COMMON> 159
<OTHER-SE> 18,806
<TOTAL-LIABILITY-AND-EQUITY> 24,965
<SALES> 25,893
<TOTAL-REVENUES> 25,893
<CGS> 20,021
<TOTAL-COSTS> 20,021
<OTHER-EXPENSES> 5,663
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 106
<INCOME-PRETAX> 139
<INCOME-TAX> 64
<INCOME-CONTINUING> 75
<DISCONTINUED> 200
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 275
<EPS-BASIC> .10
<EPS-DILUTED> .10
</TABLE>
