SECURITY 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 AND EXCHANGE ACT OF 1934
For the quarterly period ended September 27, 1997.
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number 0 - 15942
INTEGRATED BRANDS INC.
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation or organization)
11-2778439
(I.R.S. Employer Identification No.)
4175 Veterans Highway, Ronkonkoma, NY 11779
(Address of principal executive offices - Zip code)
Registrant's telephone number, including area code: 516 - 737 - 9700
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changes since last
report.
Indicate by check 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 Section 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 October 29, 1997.
Common Stock Par Value $.01 Per Share. Shares Outstanding 10,003,288
<PAGE>
INTEGRATED BRANDS, INC.
Form 10-Q
September 27, 1997
TABLE OF CONTENTS
Page
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS 3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS 5
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY 7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 8
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
-2-
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTEGRATED BRANDS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 27, December 28,
1997 1996
- ----------------------------------------------------------------------------------------
(Unaudited)
(In thousands)
<S> <C> <C>
Assets
Current Assets:
Cash and cash equivalents $ 1,733 $ 1,054
Receivables 6,217 5,612
Receivables - affiliates 1,051 1,452
Income tax refunds receivable 370 512
Inventories 1,241 1,748
Prepaid product introductory expenses 1,519 981
Other prepaid expenses 189 166
- ----------------------------------------------------------------------------------------
Total Current Assets 12,320 11,525
Improvements and equipment, at cost, 1,856 1,668
net of accumulated depreciation and
amortization
Other Assets
License agreements, at cost, net of
accumulated amortization of
$1,626,000 and $1,278,000 6,722 6,070
Intangible assets, at cost, net of
accumulated amortization of
$3,359,000 and $3,105,000 5,486 5,740
Investment in Heidi's 1,413 1,464
Other 423 331
- ----------------------------------------------------------------------------------------
Total Assets $28,220 $26,798
========================================================================================
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
-3-
<PAGE>
INTEGRATED BRANDS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Continued)
<TABLE>
<CAPTION>
September 27, December 28,
1997 1996
- ----------------------------------------------------------------------------------------
(Unaudited)
(In thousands)
<S> <C> <C>
Liabilities and Stockholders' Equity
Liabilities:
Current maturities of long-term debt $ 652 $ 666
Trade accounts payable 5,696 5,240
Income taxes payable 164 30
Payable - affiliates 885 783
Accrued marketing expenses 635 280
Other accrued liabilities 1,341 1,477
Liability for lease terminations 50 110
- ----------------------------------------------------------------------------------------
Total Current Liabilities 9,423 8,586
Long-term debt, less current maturities 5,541 7,512
Liability for lease terminations, net of current portion 131 88
- ----------------------------------------------------------------------------------------
Total liabilities 15,095 16,186
- ----------------------------------------------------------------------------------------
Minority interest 334 213
- ----------------------------------------------------------------------------------------
Commitments and contingent liabilities
Stockholders' equity:
Class A common stock, $.01 par value 20,000,000
shares authorized; 12,357,903 shares issued 124 124
Paid-in capital 8,432 8,432
Retained earnings 6,113 3,615
Treasury stock, at cost, 2,354,615 and 2,254,615
shares, respectively (1,878) (1,772)
- ----------------------------------------------------------------------------------------
Total stockholders' equity 12,791 10,399
- ----------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 28,220 $ 26,798
========================================================================================
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
-4-
<PAGE>
INTEGRATED BRANDS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Thirteen Weeks Ended
- -------------------------------------------------------------------------------------------
September 27, September 28,
1997 1996
- -------------------------------------------------------------------------------------------
(Unaudited)
(In thousands, except
per share amount)
<S> <C> <C>
Revenues:
Sales $ 13,753 $ 11,884
Store operations 817 1,018
Franchise revenue 402 493
Other 67 105
- -------------------------------------------------------------------------------------------
15,039 13,500
- -------------------------------------------------------------------------------------------
Operating costs and expenses:
Cost of goods sold 6,931 7,077
Store operations 578 1,061
Selling, general and administrative expenses 5,961 6,580
Interest 161 208
- -------------------------------------------------------------------------------------------
13,631 14,926
- -------------------------------------------------------------------------------------------
Income (loss) before income tax expense (benefit) 1,408 (1,426)
Income tax expense (benefit) 133 (484)
- -------------------------------------------------------------------------------------------
Net income (loss) $ 1,275 $ (942)
===========================================================================================
Earnings (loss) per common share $ .12 $ (.09)
===========================================================================================
Weighted average number of common
and common equivalent shares
outstanding 10,240 10,103
===========================================================================================
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
-5-
<PAGE>
INTEGRATED BRANDS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
- -------------------------------------------------------------------------------------------
September 27, September 28,
1997 1996
- -------------------------------------------------------------------------------------------
(Unaudited)
(In thousands, except
per share amount)
<S> <C> <C>
Revenues:
Sales $ 35,194 $ 33,939
Store operations 3,235 2,975
Franchise revenue 1,246 1,476
Other 166 197
- -------------------------------------------------------------------------------------------
39,841 38,587
- -------------------------------------------------------------------------------------------
Operating costs and expenses:
Cost of goods sold 18,169 19,062
Store operations 2,768 3,032
Selling, general and administrative expenses 15,524 16,534
Interest 523 466
- -------------------------------------------------------------------------------------------
36,984 39,094
- -------------------------------------------------------------------------------------------
Income (loss) before income tax expense (benefit) 2,857 (507)
Income tax expense (benefit) 359 (36)
- -------------------------------------------------------------------------------------------
Net income (loss) $ 2,498 $ (471)
===========================================================================================
Earnings (loss) per common share $ .24 $ (.05)
===========================================================================================
Weighted average number of common
and common equivalent shares
outstanding 10,262 10,126
===========================================================================================
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements
-6-
<PAGE>
INTEGRATED BRANDS INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE THIRTY-NINE WEEKS ENDED SEPTEMBER 27, 1997
<TABLE>
<CAPTION>
Common Stock
Par Paid-in Retained Treasury
Shares Value Capital Earnings Stock Total
- ----------------------------------------------------------------------------------------------------------------------------------
(Unaudited)
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 28, 1996 12,358 $124 $8,432 $3,615 $(1,772) $10,399
Purchase of treasury stock (106) (106)
Net income for the thirty-nine
weeks ended September 27,
1997 2,498 2,498
- ----------------------------------------------------------------------------------------------------------------------------------
Balance, September 27, 1997 12,358 $124 $8,432 $6,113 $(1,878) $12,791
==================================================================================================================================
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
-7-
<PAGE>
INTEGRATED BRANDS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Thirty-Nine Weeks Ended
- --------------------------------------------------------------------------------------------------------------------
September 27, September 28,
1997 1996
====================================================================================================================
(Unaudited)
(In thousands)
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 2,498 $ (471)
Adjustments to reconcile net income to net cash provided by (used in) operating
activities:
Depreciation and amortization 888 1,027
Provision for doubtful accounts 305 338
Minority interest in net income (loss) of subsidiary/joint venture 121 (7)
Increase (decrease) in cash flows from changes in operating assets and
liabilities:
Receivables (910) (5,731)
Receivables - affiliates 401 (442)
Inventories 507 (49)
Prepaid expenses and other (419) (1,659)
Other assets (92) 167
Trade accounts payable and accrued liabilities 792 2,197
Payables - affiliates 102 3
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by (used in) operating activities 4,193 (4,627)
====================================================================================================================
Cash Flows from Investing Activities:
Acquisition of License Rights (1,000)
Capital expenditures (590) (965)
Disposal of fixed assets 167
- --------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities (1,423) (965)
- --------------------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities:
Proceeds from long-term debt 1,480 5,116
Principal payments on long-term debt (3,465) (373)
Purchase of treasury stock (106) (107)
- --------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities (2,091) 4,636
- --------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 679 (956)
Cash and cash equivalents, beginning of period 1,054 2,086
- --------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 1,733 $ 1,130
====================================================================================================================
</TABLE>
See accompanying notes to Condensed Consolidated Financial Statements.
-8-
<PAGE>
INTEGRATED BRANDS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION BUSINESS AND BASIS OF PRESENTATION
The Company was incorporated in September, 1985, and commenced
operations on December 23, 1985, as Steve's Homemade Ice Cream, Inc.
In August, 1988, the Company completed the acquisition of Swensen's
Inc. (Swensen's) and its wholly-owned subsidiaries. In August, 1990,
the Company acquired a sixty percent interest in American Glace, Inc.
In July, 1995, the Company changed its name to INTEGRATED BRANDS INC.
to more appropriately reflect the breadth of the Company's business.
INTEGRATED BRANDS INC. and its subsidiaries, are collectively referred
to herein as the "Company".
The Company markets, distributes and sells a variety of branded frozen
dessert products to supermarkets, grocery stores, club stores, gourmet
shops, delicatessens and convenience stores. The Company currently
franchises ice cream parlors, dip shoppes and family style restaurants
throughout the United States and certain foreign countries. Total
revenues from foreign sources are not material.
The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries except Heidi's Frogen
Yogurt Shoppes, Inc. ("Heidi's"). All material intercompany balances
and transactions have been eliminated in consolidation. The Company's
investment in Heidi's is stated at amortized cost. On April 9, 1993,
Heidi's and its subsidiary filed voluntary petitions under Chapter 11
of the Bankruptcy Code with the United States Bankruptcy Court to
reorganize Heidi's.
The Condensed Consolidated Financial Statements included herein are
unaudited and include all adjustments which are, in the opinion of
management, necessary for a fair presentation of the results of
operations of the interim period pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in accordance with generally
accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes that the
disclosures in such financial statements are adequate to make the
information presented not misleading. Certain 1996 balances were
reclassified to conform to 1997 presentation. These condensed
consolidated financial statements should be read in conjunction with
the Company's Consolidated Financial Statements filed with the
Securities and Exchange Commission on Form 10-K for the fiscal year
ended December 28, 1996.
The results of operations for the thirty-nine weeks and thirteen weeks
ended September 27, 1997, are not necessarily indicative of the
results to be expected for the full year.
-9-
<PAGE>
INTEGRATED BRANDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2: LONG-TERM DEBT
Under a revolving credit facility entered into December, 1994, the
Company can borrow up to $7,500,000 through June 30, 1998. Interest is
payable monthly on the unpaid principal balance of borrowings under
this facility at the bank's prime rate plus 1/2%. The Company has
agreed to pay a fee of 1/8% per annum on the unused portion of the
commitment. In October 1997, the Company obtained an unsecured
increase and extension of the existing revolving credit facility under
which the Company can borrow up to $10,000,000 through June 30, 2002.
As of October 24, 1997, the Company had available credit of $9,000,000
under the revolving credit facility.
On March 8, 1996, the loan agreement was amended and the Company
refinanced $4,500,000 of the then existing revolving credit facility
with a new five year term loan. The term loan is payable in 19
quarterly principal installments of $140,000 beginning April 1, 1996
and the remaining principal balance is due on January 1, 2001.
Interest is payable monthly on the unpaid principal balance of this
term loan at the bank's prime rate plus 1/2%.
NOTE 3: EARNINGS PER COMMON SHARE
Earnings per share of common stock for the thirteen and the twenty-six
weeks ended September 27, 1997 were computed by dividing net income by
the weighted average number of shares of Common Stock outstanding
during the period presented. 237,000 common equivalent shares were
included in the weighted average number of shares for the thirteen and
thirty-nine weeks ended September 27, 1997. The common stock
equivalent shares result from shares issuable upon the exercise of
options under the treasury stock method. Common stock equivalent
shares were anti-dilutive for the thirteen and thirty-nine weeks ended
September 28, 1996 and were excluded from the loss per common share
calculation.
-10-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Thirteen weeks ended September 27, 1997 vs. thirteen weeks ended September 28,
1996.
Total revenue for the thirteen weeks ended September 27, 1997 increased to
$15,039,000 from $13,500,000 for the thirteen weeks ended September 28, 1996.
Prepackaged frozen dessert sales increased to $12,091,000 for the thirteen weeks
ended September 27, 1997 from $9,999,000 for the thirteen weeks ended September
28, 1996. Pre-packaged frozen dessert sales for the thirteen weeks ended
September 27, 1997 improved as a result of significant increases in product
authorizations and sales in retail outlets of new Tropicana frozen dessert
novelties. The reduction in bulk frozen dessert sales resulted primarily from
discontinuance of the test program with Denny's, in part due to the low profit
attributable to this business. The decrease in revenue from store operations was
due to lost revenues attributable to three unprofitable stores previously
operated by the company, two of which were sold to franchisees and one of which
was leased to a third-party, offset by the opening of a Schrafft's New York ice
cream shop in January 1997 in Las Vegas, Nevada as a joint venture.
The following table sets forth the sales of prepackaged frozen desserts, bulk
frozen dessert sales to franchised and licensed stores, and other sales for the
thirteen weeks ended September 27, 1997 and September 28, 1996, respectively.
Thirteen Weeks Ended
- --------------------------------------------------------------------------------
September 27, September 28,
1997 1996
Prepackaged Frozen Dessert Sales $12,091,000 $9,999,000
Bulk Frozen Dessert Sales 1,413,000 1,520,000
Other Sales 249,000 365,000
- --------------------------------------------------------------------------------
Total Sales $13,753,000 $11,884,000
- --------------------------------------------------------------------------------
The Company's sales of bulk and prepackaged frozen desserts comprised 90% of the
total revenues for the thirteen weeks ended September 27, 1997 as compared to
85% of the total revenues for the thirteen weeks ended September 28, 1996.
The gross profit percentage increased to 49.6% for the thirteen weeks ended
September 27, 1997 as compared to 40.5% for the thirteen weeks ended September
28, 1996. The gross profit improvement is primarily due to sales of newly
introduced Tropicana frozen dessert novelties which have higher gross margins
than the Company's other products.
Selling, general and administrative expenses decreased to $5,961,000 for the
thirteen weeks ended September 27, 1997 as compared to $6,580,000 for the
thirteen weeks ended September 28, 1996. The decrease is primarily attributable
to the decrease in product introductory expenses incurred in the thirteen weeks
ended September 27, 1997 versus the thirteen weeks ended September 28, 1996,
partially offset by an increase in sales promotion allowances.
The net income for the thirteen weeks ended September 27, 1997 was $1,275,000 as
compared to net loss of $(942,000) for the thirteen weeks ended September 28,
1996. The improvement in results of operations for the thirteen weeks ended
September 28, 1997 is attributable to the increase in gross profit dollars as a
result of higher product sales and higher gross profit margins as compared to
the same period in 1996, improved store operating results, and a decrease in
product introductory expenses partially offset by an increase in sales promotion
allowances.
-11-
<PAGE>
Thirty-nine weeks ended September 27, 1997 vs. thirty-nine weeks ended September
28, 1996.
Total revenue for the thirty-nine weeks ended September 27, 1997 increased to
$39,841,000 from $38,587,000 for the thirty-nine weeks ended September 28, 1996.
Prepackaged frozen dessert sales increased to $30,499,000 for the thirty-nine
weeks ended September 27, 1997 from $28,269,000 for the thirty-nine weeks ended
September 28, 1996. Prepackaged frozen dessert sales for the thirty-nine weeks
ended September 27, 1997 were affected by significant increases in product
authorizations and sales in retail outlets of new Tropicana frozen dessert
novelties, offset by cooler than normal weather during the thirteen week period
ended June 29, 1997. The reduction in bulk frozen dessert sales resulted
primarily from cooler than normal weather during the thirteen week period ended
June 28, 1997 and discontinuance of the test program with Denny's, in part due
to the low profit attributable to this business. The increase in revenue from
store operations of $260,000 was due to the opening of a Schrafft's New York ice
cream shop in January 1997 in Las Vegas, Nevada, as a joint venture, partially
offset by lost revenues attributable to two unprofitable stores previously
operated by the Company which were sold during the quarter ended June 28, 1997,
and to Jerry Tucci's Brick Oven Pizzeria, an unprofitable Company-owned Italian
restaurant opened in March 1996 (and subsequently leased to a third party in
April 1997).
The following table sets forth the sales of prepackaged frozen desserts, bulk
frozen dessert sales to franchised and licensed stores, and other sales for the
thirty-nine weeks ended September 27, 1997 and September 28, 1996, respectively.
Thirty-nine Weeks Ended
- -------------------------------------------------------------------------------
September 27, 1997 September 28, 1996
Prepackaged Frozen Dessert Sales $30,499,000 $28,269,000
Bulk Frozen Dessert Sales 3,719,000 4,616,000
Other Sales 976,000 1,054,000
- -------------------------------------------------------------------------------
Total Sales $35,194,000 $33,939,000
- -------------------------------------------------------------------------------
The company's sales of bulk and prepackaged frozen desserts compromised 86% of
the total revenues for the thirty-nine weeks ended September 27, 1997 as
compared to 85% of the total revenues for the thirty-nine weeks ended September
28, 1996.
The gross profit percentage increased to 48.4% for the thirty-nine weeks ended
September 27, 1997 as compared to 43.8% for the thirty-nine weeks ended
September 28, 1996. The gross profit improvement is primarily due to new
Tropicana frozen dessert novelties introduced during the second quarter of 1997
with higher gross margins.
Selling, general and administrative expenses decreased to $15,524,000 for the
thirty-nine weeks ended September 27, 1997 as compared to $16,534,000 for the
thirty-nine weeks ended September 28, 1996. The decrease is primarily
attributable to lower product introductory expenses incurred in the thirty-nine
weeks ended September 27, 1997 versus such expenses for the thirty-nine weeks
ended September 28, 1996, partially offset by higher sales promotion allowances.
The net income for the thirty-nine weeks ended September 27, 1997 was $2,498,000
as compared to net loss of ($471,000) for the thirty-nine weeks ended September
28, 1996. The improvement in results of operations for the thirty-nine weeks
ended September 27, 1997 is primarily attributable to the increase in gross
profit dollars as a result of higher product sales and higher gross profit
margins as compared to the same period in 1996, improved store operating
results, and a decrease in product introductory expenses partially offset by
increased sales promotion allowances.
-12-
<PAGE>
Liquidity and Capital Resources
Net cash provided by operations was $4,193,000 for the thirty-nine weeks ended
September 27, 1997 as compared to net cash used in operations of $(4,627,000)
for the thirty-nine weeks ended September 28, 1996. The increase in cash
provided by operations resulted mainly from the results of operations and the
changes in operating assets and liabilities.
Working capital on September 27, 1997 was $2,897,000. The Company believes this
working capital and the funds available from its credit line will be sufficient
to meet its cash and working capital requirements for its established operations
for the current year. At October 24, 1997 the Company had $9,000,000 available
from its credit line as discussed in Note 2 to the condensed consolidated
financial statements.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
The statements which are not historical facts contained in this Form 10-Q are
forward-looking statements that involve risks and uncertainties, including, but
not limited to, risks associated with the Company's future growth and
profitability and the effects of general economic conditions.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
No reports on Form 8-K were filed by the registrant during the thirteen weeks
ended September 27, 1997.
-13-
<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: Novewmber 10, 1997 INTEGRATED BRANDS INC.
By: /s/
-------------------------------
Gary P. Stevens, President
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> SEP-27-1997
<CASH> 1,733
<SECURITIES> 0
<RECEIVABLES> 6,905
<ALLOWANCES> 688
<INVENTORY> 1,241
<CURRENT-ASSETS> 12,320
<PP&E> 3,361
<DEPRECIATION> 1,505
<TOTAL-ASSETS> 28,220
<CURRENT-LIABILITIES> 9,423
<BONDS> 0
0
0
<COMMON> 124
<OTHER-SE> 12,667
<TOTAL-LIABILITY-AND-EQUITY> 28,220
<SALES> 35,194
<TOTAL-REVENUES> 39,841
<CGS> 18,169
<TOTAL-COSTS> 20,937
<OTHER-EXPENSES> 15,219
<LOSS-PROVISION> 305
<INTEREST-EXPENSE> 523
<INCOME-PRETAX> 2,857
<INCOME-TAX> 359
<INCOME-CONTINUING> 2,498
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,498
<EPS-PRIMARY> .25
<EPS-DILUTED> .24
</TABLE>
