<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 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 June 29, 1996
/ / 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 0-14030
ARK RESTAURANTS CORP.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New York 13-3156768
- ---------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
85 Fifth Avenue, New York, New York 10003
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (212) 206-8800
--------------------
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 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.
Class Outstanding shares at July 29, 1996
- ----------------------------- -----------------------------------
(Common stock, $.01 par value) 3,263,545
<PAGE>
<PAGE>
ARK RESTAURANTS CORP. AND SUBSIDIARIES
- --------------------------------------------------------------------------------
INDEX
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION: PAGE
----
<S> <C>
Item 1. Consolidated Financial Statements:
Consolidated Condensed Balance Sheets - June 29, 1996
(Unaudited) and September 30, 1995 (Unaudited) 1
Consolidated Condensed Statements of Operations and Retained Earnings --
13-Week Periods Ended June 29, 1996 (Unaudited) and July 1, 1995 (Unaudited)
and 39-Week Periods ended June 29, 1996 (Unaudited) and July 1, 1995
(Unaudited) 2
Consolidated Condensed Statements of Cash Flows - 39-Week Periods
Ended June 29, 1996 (Unaudited) and July 1, 1995(Unaudited) 3
Notes to Consolidated Condensed Financial
Statements (Unaudited) 4-5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
PART II - OTHER INFORMATION:
Item 6. Exhibits and Reports on Form 8-K 9
</TABLE>
<PAGE>
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
- ----------------------------
ARK RESTAURANTS CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(Dollars in Thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 29, September 30,
1996 1995
-------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,163 $ 1,271
Accounts receivable 1,675 1,274
Current portion of long-term receivables 114 163
Inventories 887 888
Prepaid expenses 624 957
Prepaid income taxes 135 -
Other current assets 385 535
Deferred income taxes 396 396
------- -------
Total current assets 5,379 5,484
LONG-TERM RECEIVABLES 361 1,415
FIXED ASSETS - At Cost:
Leasehold improvements 14,816 14,421
Furniture, fixtures and equipment 12,723 12,369
Leasehold improvements in progress 1,615 134
------- -------
29,154 26,924
Less accumulated depreciation and
amortization 11,944 10,549
------- -------
17,210 16,375
INTANGIBLE ASSETS - Less accumulated
amortization of $2,435 and $2,488 4,480 4,336
OTHER ASSETS 461 455
DEFERRED INCOME TAXES 677 477
------- -------
TOTAL ASSETS $28,568 $28,542
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable - trade $ 2,605 $ 2,036
Accrued expenses and other current
liabilities 2,594 2,850
Current maturities of long-term debt 162 89
Current maturities of capital lease obligations 219 204
Accrued income taxes - 265
------- -------
Total current liabilities 5,580 5,444
LONG-TERM DEBT - net of current maturities 3,683 3,925
OBLIGATIONS UNDER CAPITAL LEASES - net of current
maturities 744 930
OPERATING LEASE DEFERRED CREDIT 1,537 1,537
SHAREHOLDERS' EQUITY:
Common stock, par value $.01 per share -
authorized, 10,000,000 shares;
issued, 4,608,882 shares 46 45
Additional paid-in capital 7,665 7,482
Retained earnings 10,561 10,427
------- -------
18,272 17,954
Less treasury stock, 1,345,337 shares 1,248 1,248
------- -------
Total shareholders' equity 17,024 16,706
------- -------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $28,568 $28,542
======= =======
</TABLE>
See notes to consolidated condensed
financial statements
1
<PAGE>
<PAGE>
ARK RESTAURANTS CORP. AND SUBSIDIARIES
- ---------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(Unaudited)
(In Thousands, Except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
13 Weeks Ended 39 Weeks Ended
------------------ ---------------
June 29, July 1, June 29, July 1,
1996 1995 1996 1995
-------- ------- -------- -------
<S> <C> <C> <C> <C>
NET SALES $22,601 $21,047 $56,774 $52,164
COST OF SALES 5,916 5,688 15,396 14,383
------- ------- ------- -------
GROSS RESTAURANT PROFIT 16,685 15,359 41,378 37,781
MANAGEMENT FEE INCOME 316 199 946 776
------- ------- ------- -------
17,001 15,558 42,324 38,557
------- ------- ------- -------
OPERATING EXPENSES
Payroll and payroll benefits 7,254 7,511 20,559 19,138
Occupancy 2,561 2,382 7,352 6,464
Depreciation and amortization 669 568 2,007 1,582
Other 3,201 3,053 9,232 8,078
------- ------- ------- -------
13,685 13,514 39,150 35,262
GENERAL AND ADMINISTRATIVE
EXPENSES 1,138 987 3,368 3,177
------- ------- ------- -------
14,823 14,501 42,518 38,439
------- ------- ------- -------
OPERATING INCOME 2,178 1,057 (194) 118
----- ------- ------- -------
OTHER EXPENSE (INCOME):
Interest expense, net 121 85 331 158
Other income (219) (185) (793) (846)
------- ------- ------- ------
(98) (100) (462) (688)
------- ------- ------- ------
INCOME BEFORE PROVISION FOR
INCOME TAXES 2,276 1,157 268 806
PROVISION FOR INCOME TAXES 1,138 521 134 361
------- ------- ------- ------
NET INCOME 1,138 636 134 445
RETAINED EARNINGS, Beginning
of period 9,423 9,115 10,427 9,306
------- ------ ------- -------
RETAINED EARNINGS, End of period $10,561 $9,751 $10,561 $9,751
======= ======= ======= =======
NET INCOME PER SHARE $ .35 $ .20 $ .04 $ .14
===== ===== ===== =====
WEIGHTED AVERAGE NUMBER OF SHARES
USED IN COMPUTATIONS 3,262 3,258 3,234 3,248
======= ======= ======= =======
</TABLE>
See notes to consolidated condensed
financial statements
2
<PAGE>
<PAGE>
ARK RESTAURANTS CORP. AND SUBSIDIARIES
- --------------------------------------
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
39 Weeks Ended
----------------------
June 29, July 1,
1996 1995
----------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 134 $ 445
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of fixed assets 1,761 1,408
Amortization of intangibles 354 352
Write-off and provision for uncollectible
long-term receivables 81 50
Loss on sale of restaurant 97 -
Deferred income taxes (200) 30
Changes in assets and liabilities:
Decrease (Increase) in accounts receivable (391) (129)
Decrease (Increase) in inventories (37) (113)
Decrease (Increase) in prepaid expenses 333 (372)
Decrease (Increase) in prepaid income taxes (135) (88)
Decrease (Increase) in other assets 139 146
Increase (Decrease) in accounts payable - trade 569 664
Increase (Decrease) in accrued expenses and other
current liabilities (402) 841
Increase (Decrease) in accrued income taxes (265) (27)
Increase in operating lease deferred credit - 78
------- -------
Net cash provided by operating activities 2,038 3,285
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to fixed assets (2,158) (5,757)
Additions to intangible assets (15) (146)
Issuance of long-term receivables (63) (168)
Payments received on long-term receivables 143 92
Restaurant sale 250 -
Restaurant acquisitions - (2,335)
------- -------
Net cash used in investing activities (1,843) (8,314)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt 1,500 4,250
Principal payment on long-term debt (1,816) (1,814)
Proceeds from sales leaseback - 825
Principal payment on capital lease obligations (171) (50)
Exercise of stock options 184 96
------- -------
Net cash provided by financing activities (303) 3,307
------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS (108) (1,722)
CASH AND CASH EQUIVALENTS, beginning of period 1,271 2,913
------- -------
CASH AND CASH EQUIVALENTS, end of period $ 1,163 $ 1,191
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during year for:
Interest $ 400 $ 287
======= =======
Income taxes $ 741 434
======= =======
</TABLE>
See notes to consolidated condensed financial statements.
3
<PAGE>
<PAGE>
ARK RESTAURANTS CORP. AND SUBSIDIARIES
- --------------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
- ---------------------------------------------------------------------
1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The consolidated condensed financial statements have been prepared by Ark
Restaurants Corp. (the "Company"), without audit. In the opinion of management,
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position at June 29, 1996 and results of operations
and changes in cash flows for the periods ended June 29, 1996 and July 1, 1995
have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's annual report on Form 10-K for the year
ended September 30, 1995. The results of operations for the periods ended June
29, 1996 is not necessarily indicative of the operating results for the full
year.
2. ACQUISITIONS
In May 1996 the Company acquired a restaurant for $550,000 which was financed by
issuing a note payable in monthly installments of $13,461, inclusive of interest
until April 1, 2000. The Company had previously leased the furniture, fixtures
and leasehold improvements of such restaurant for $900,000 under a three year
term which ended in March 1996. The purchase price was allocated to fixed assets
($350,000) and intangible assets (covenant not to compete:$50,000 and
goodwill:$100,000).
In June 1996 the Company acquired a restaurant which had been operated by the
Company under a management agreement since 1991 for $1,026,000 plus the
assumption of net liabilities of $88,000. The Company paid $108,000 in cash and
canceled advances of $880,000 previously classified as long-term receivables.
The purchase price was allocated to fixed assets ($550,000) and intangible
assets (goodwill:$418,000 and covenant not to compete:$108,000).
3. LONG-TERM DEBT
In March 1996, the Company and its main bank agreed to an extension and increase
of the existing Revolving Credit and Term Loan Facility. The agreement includes
a $5,000,000 facility for working capital purposes at the Company's existing
restaurants and a $7,000,000 facility for use in construction of and as working
capital for restaurant facilities to be operated by the Company in a new
resort/casino under construction in Las Vegas, Nevada. The facilities each have
two year revolving terms at the end of which they will convert into term loans
payable over 24 months. The $5,000,000 facility will convert into a two year
self-amortizing term loan, and the $7,000,000 facility will convert into a two
year loan amortizing $6,000,000 over the two year period with the $1,000,000
balance due at maturity. Outstanding revolving loans bear interest at 1% above
the bank's prime rate until converted into term loans, at which time the
interest rate is 1 1/2% above the bank's prime rate. The Company paid a
commitment fee of $150,000 at closing and a facility of 1/2% is due on any
unused portion of the revolving credit facility.
4
<PAGE>
<PAGE>
The agreement includes a four-year $2,000,000 Letter of Credit Facility for use
for the Company's existing restaurants, and a one-year (with a six month
extension available at the Company's option), $2,000,000 Letter of Credit
Facility for the Las Vegas Project. The Company is generally required to pay
commissions of 1 1/2% per annum on outstanding letters of credit.
The Company's subsidiaries each guaranteed the obligations of the Company under
the foregoing facilities and granted security interests in their respective
assets as collateral for such guarantees. In addition, the Company pledged stock
of such subsidiaries as security for obligations of the Company under such
facilities.
The agreement includes restrictions relating to, among other things,
indebtedness for borrowed money, capital expenditures, advances to managed
businesses, mergers, sale of assets, dividends, and liens on the property of the
Company. The agreement also contains financial covenants, requiring the Company
to maintain a minimum ratio of debt to net worth, minimum shareholders' equity,
and a minimum ratio of cash flow prior to debt service. The Company is in
compliance with all covenants.
4. INCOME PER SHARE OF COMMON STOCK
Per share data is based upon the weighted average number of shares of common
stock and common stock equivalents outstanding during each period; common stock
equivalents consist of dilutive stock options. For the periods ended June 29,
1996 no effect has been given to outstanding options since the effect was not
material. For the periods ended July 1, 1995 fully diluted net income per common
share and common share equivalent is not shown since the effect is not material.
5
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NET SALES
Net sales at restaurants and bars owned by the Company increased 7.4% in
the 13-week period ended June 29, 1996 from the comparable period ended July 1,
1995 and increased 8.8% in the 39-week period ended June 29, 1996 from the
comparable period last year. The increase in net sales for the 13-week and
39-week periods was due primarily to sales from a restaurant which the Company
did not operate in some of the comparable periods last year (BRYANT PARK GRILL &
CAFE), offset in part by the decrease resulting from the sale of a restaurant
(WHALE'S TAIL). Same store sales in the 13-week period ended June 29, 1996
increased by 3.2% as compared to the same period last year and same store sales
in the 39-week period decreased by 4.2% as compared to the same period last
year, in each case principally due to customer counts.
COSTS AND EXPENSES
The Company's cost of sales consists only of food and beverage costs at
restaurants and bars owned by the Company. For the 13-week period ended June 29,
1996 cost of sales as a percentage of net sales decreased to 26.2% from 27.0%
for the comparable period last year and for the 39-week period ended June 29,
1996 cost of sales as a percentage of net sales decreased to 27.1% as compared
to 27.6% last year.
Operating expenses of the Company, consisting of restaurant payroll,
occupancy and other expenses at restaurants and bars owned by the Company, as a
percentage of net sales, decreased to 60.6% for the 13-week period ended June
29, 1996 from 64.2% for the comparable period last year. For the 39-week period
ended June 29, 1996 such percentage increased to 69.0% from 67.6% last year. The
decrease in operating expenses as a percentage of net sales in the 13-week
period ended June 29, 1996 was principally due to payroll expenses which
decreased to 32.1% of net sales as compared to 35.7% last year. This decrease in
payroll for the 13-week period ended June 29, 1996 was principally due to the
Company's ability to efficiently manage its 3.2% same store sales increase and
the 13-week period also benefited from a large volume restaurant which the
Company opened in the 13-week period last year (BRYANT PARK GRILL & CAFE). For
the 39-week period ended June 29 1996 payroll expenses decreased to 36.2% as
compared to 36.7% last year.
General and administrative expenses, as a percentage of net sales, were
5.0% for the 13-week period ended June 29, 1996 as compared to 4.7% in the
comparable period last year and was 5.9% for the 39-week period ended June 29,
1996 as compared to 6.1% last year. If net sales at managed restaurants and bars
were included in consolidated net sales, general and administrative expenses as
a percentage of net sales would been 4.3% for the 13-week period ended June 29,
1996 as compared to 4.1% last year and would have been 5.1% for the 39-week
period ended June 29, 1996 as compared to 5.3% last year.
The Company had net income of $1,138,000 for the 13-week period ended June
29, 1996 as compared to net income of $636,000 last year. Net income for the
39-week period ended June 29, 1996 was $134,000 as compared to $445,000 last
year. Net income for the 13-week period ended June 29, 1996 includes a charge of
approximately $96,000 from the partial write-off of a long term receivable at a
restaurant site subleased to a third party.
6
<PAGE>
<PAGE>
During the 13-week periods ended June 29, 1996 the Company managed six
restaurants and two corporate dining facilities owned by third parties. Net
sales of the managed locations were $3,973,000 during the 13-week period ended
June 29, 1996 as compared to $3,020,000 last year and net sales were $8,916,000
during the 39-week period ended June 29, 1996 as compared to $7,584,000 last
year. These increases were principally due to the addition of two management
agreements. Net sales of these operations are not included in consolidated net
sales.
INCOME TAXES
The provision for income taxes reflects Federal income taxes calculated on
a consolidated basis and state and local income taxes calculated by each
subsidiary on a non consolidated basis. Most of the restaurants owned or managed
by the Company are owned or managed by a separate subsidiary. For state and
local income tax purposes, the losses incurred by a subsidiary may only be used
to offset that subsidiary's income, with the exception of the restaurants which
operate in the District of Columbia. Accordingly, the Company's overall
effective income tax rate has varied depending on the level of the losses
incurred at individual subsidiaries.
As a result of the enactment of the Revenue Reconciliation Act of 1993, the
Company is entitled, commencing January 1, 1994, to a tax credit based on the
amount of tip income of restaurant service personnel. The Company estimates that
this credit will be in excess of $300,000 for the current year.
LIQUIDITY AND SOURCES OF CAPITAL
The Company's primary source of capital is cash provided by operations and
funds available from the $12,000,000 revolving credit agreement with its main
bank. The Company utilizes capital primarily to fund the cost of developing and
opening new restaurants and acquiring existing restaurants.
At June 29, 1996, the Company had a working capital deficit of $201,000 as
compared to working capital of $40,000 at September 30, 1995. The Company is
able to operate with a working capital deficit because the restaurant business
does not require the maintenance of significant receivables or inventories.
In March 1996, the Company and its main bank agreed to an extension and
increase of the existing Revolving Credit and Term Loan Facility. The agreement
includes a $5,000,000 facility for working capital purposes at the Company's
existing restaurants and a $7,000,000 facility for use in construction of and as
working capital for restaurant facilities to be operated by the Company in a new
resort/casino under construction in Las Vegas, Nevada (See Restaurant Expansion
below). The two facilities each have two year terms at the end of which they
will convert into two year term loans. The $5,000,000 facility will convert into
a two year self-amortizing term loan. The $7,000,000 facility will convert into
a two year loan amortizing $6,000,000 over the two year period with the balance
of $1,000,000 paid at maturity. At June 29, 1996 the Company had borrowings of
$2,800,000 under this agreement.
The Company also has a four year $2,000,000 letter of credit facility for
use in lieu of lease security deposits and a on year (extendible for an
additional six months) $2,000,000 letter of credit of facility to be used to
assure construction of the Las Vegas restaurants.
7
<PAGE>
<PAGE>
The amount of indebtedness that may be incurred by the Company is limited
by the revolving credit agreement with its main bank. Certain provisions of the
agreement may impair the Company's ability to borrow funds.
The Company believes that its cash flow from operations and available
borrowings under its credit facility will be adequate to meet its currently
anticipated obligations (including the anticipated costs associated with the
construction of the Las Vegas facilities). If either the costs associated with
the construction of the Las Vegas facilities should substantially exceed the
current estimates or if cash provided by operations is substantially lower than
anticipated, the Company may have to obtain additional external financing.
RESTAURANT EXPANSION
The Company has an agreement with New York, New York Hotel & Casino, a
joint venture between Primadonna Resorts, Inc. and MGM Grand, Inc. to design,
build and operate a group of restaurants in the 2,100 room Las Vegas resort
casino which is scheduled to open in December 1996. The Company will build a
450-seat restaurant (AMERICA), a 150-seat steakhouse (GALLAGHER'S) and a group
of small fast food restaurants in a food court with a New York theme. The
steakhouse will be operated under a license agreement from the owner of the New
York restaurant of that name. In addition, the Company will operate the hotel's
room service, its banquet facilities and its employee cafeteria. The Company
expects that its commitments for these facilities will be between $14,000,000
and $15,000,000 which the Company intends to finance principally through the
credit agreement and, to a lesser extent, through cash from operations.
In the third quarter of fiscal 1996, the Company purchased two restaurants
(JIM MCMULLEN and MACKINAC BAR & GRILL). The Company agreed to pay $550,000
payable over four years through April 2000 with interest at 8.5% per annum for
one restaurant (JIM MCMULLEN) The Company had previously leased the furniture,
fixtures and leasehold improvements of such restaurant for $900,000 under a
three year term which ended in March 1996. The Company purchased the other
restaurant, which it had previously managed (MACKINAC BAR & GRILL), by paying
cash of $108,000, by assuming net liabilities of $88,000 and by canceling
advances of $880,000 previously classified as long-term receivables.
Although the Company is not currently committed to any other projects, the
Company is exploring additional opportunities for expansion of its business. The
Company expects to fund its existing projects through cash from operations and
existing credit facilities. Additional expansion may require additional external
financing.
OTHER INFORMATION
Both Houses of Congress recently passed legislation increasing the Federal
hourly minimum wage, which legislation is expected to soon become law. Based on
the versions of such law passed by the Congress, the Company does not expect
such increase to have a material impact on the Company.
8
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - none
(b) Reports on Form 8-K - none
9
<PAGE>
<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
undersigned, thereunto duly authorized.
Date: July 29, 1996
ARK RESTAURANTS CORP.
By /S/ Michael Weinstein
----------------------
Michael Weinstein, President
By /S/ Andrew B. Kuruc
-------------------
Andrew B. Kuruc
Vice President, Controller and
Principal Accounting Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT FOR 39 WEEKS OF ARK RESTAURANTS CORP. AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-START> OCT-1-1995
<PERIOD-END> JUN-29-1996
<CASH> 1,163
<SECURITIES> 0
<RECEIVABLES> 1,675
<ALLOWANCES> 0
<INVENTORY> 887
<CURRENT-ASSETS> 5,379
<PP&E> 29,154
<DEPRECIATION> 11,944
<TOTAL-ASSETS> 28,568
<CURRENT-LIABILITIES> 5,580
<BONDS> 4,988
<COMMON> 46
0
0
<OTHER-SE> 16,978
<TOTAL-LIABILITY-AND-EQUITY> 28,568
<SALES> 56,774
<TOTAL-REVENUES> 56,774
<CGS> 15,396
<TOTAL-COSTS> 15,396
<OTHER-EXPENSES> 42,518
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 331
<INCOME-PRETAX> 268
<INCOME-TAX> 134
<INCOME-CONTINUING> 134
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 134
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
