<PAGE>
UNITED STATES 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 May 3, 1997
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission file number 0-14970
COST PLUS, INC.
(Exact name of registrant as specified in its charter)
California 94-1067973
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
201 Clay Street, Oakland, California 94607
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 893-7300
Former name, former address and former fiscal year, N/A
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No___
---
The number of shares of Common Stock, with $0.01 par value, outstanding on June
6, 1997 was 8,145,493.
<PAGE>
COST PLUS, INC.
FORM 10-Q
FOR THE QUARTER ENDED MAY 3, 1997
INDEX
PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
Balance Sheets as of May 3, 1997 (unaudited),
February 1, 1997 and May 4, 1996 (unaudited) 3
Statements of Operations (unaudited)
for the three months ended May 3, 1997
and May 4, 1996 4
Statements of Cash Flows (unaudited)
for the three months ended May 3, 1997
and May 4, 1996 5
Notes to Condensed Consolidated Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 10
SIGNATURE PAGE 11
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COST PLUS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
MAY 3, February 1, May 4,
1997 1997 1996
(UNAUDITED) (See Note 1) (Unaudited)
--------------- --------------- ----------------
ASSETS
Current assets:
<S> <C> <C> <C>
Cash and cash equivalents $ 5,291 $ 14,398 $ 4,032
Merchandise inventories 40,611 42,605 34,436
Other current assets 2,406 2,413 2,179
--------------- ---------------- ----------------
Total current assets 48,308 59,416 40,647
Property and equipment, net 59,594 60,205 58,084
Other assets 8,542 8,577 8,240
--------------- ---------------- ----------------
Total assets $ 116,444 $ 128,198 $ 106,971
=============== ================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 9,373 $ 14,706 $ 8,182
Income taxes payable -- 6,095 763
Accrued compensation 5,847 6,607 5,315
Other current liabilities 7,397 7,201 6,490
--------------- ---------------- ----------------
Total current liabilities 22,617 34,609 20,750
Capital lease obligations 14,097 14,215 14,528
Deferred income taxes 3,548 3,548 4,455
Other long-term obligations 2,756 2,617 2,194
Shareholders' equity:
Preferred stock, $.01 par value: 5,000,000 shares
authorized;
none issued and outstanding -- -- --
Common stock, $.01 par value: 30,000,000 shares
authorized;issued and outstanding 8,111,307,
8,099,840 and 8,062.574 81 81 81
Additional paid-in capital 91,276 91,166 90,823
Deficit (17,931) (18,038) (25,860)
--------------- ---------------- ---------------
Total shareholders' equity 73,426 73,209 65,044
--------------- ---------------- ----------------
Total liabilities and shareholders' equity $ 116,444 $ 128,198 $ 106,971
=============== ================ ================
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
COST PLUS, INC.
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------
MAY 3, MAY 4,
1997 1996
------------- ---------------
<S> <C> <C>
Net sales $ 48,532 $ 39,127
Cost of sales and occupancy 31,806 25,552
-------------- ---------------
Gross profit 16,726 13,575
Selling, general and administrative expenses 15,786 13,055
Preopening store expenses 440 284
-------------- ---------------
Income from operations 500 236
Interest expense 321 905
-------------- ---------------
Income (loss) before income taxes 179 (669)
Provision for (benefit from) income taxes 72 (274)
-------------- ---------------
Net income (loss) $ 107 $ (395)
============== ===============
Net income (loss) per common and common
equivalent share $ .01 $ (.06)
Weighted average common and common
equivalent shares outstanding 8,419 6,978
============== ===============
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
COST PLUS, INC.
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------------
May 3, May 4,
1997 1996
--------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ 107 $ (395)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,896 1,604
Loss on disposal of property and equipment 10 --
Change in assets and liabilities:
Merchandise inventories 1,994 777
Other assets (103) (259)
Accounts payable (4,717) (906)
Income taxes payable (6,095) (2,596)
Other liabilities (439) (720)
---------------- ----------------
Net cash used in operating activities (7,347) (2,495)
---------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,766) (1,590)
---------------- ----------------
Net cash used in investing activities (1,766) (1,590)
---------------- ----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments under revolving line of credit -- (3,165)
Payment of note payable to related parties -- (19,895)
Principal payments on capital lease obligations (104) (84)
Proceeds from issuance of stock, net of related costs 110 29,080
Net cash provided by financing activities 6 5,936
---------------- ----------------
Net increase (decrease) in cash and cash equivalents (9,107) 1,851
Cash and cash equivalents:
Beginning of period 14,398 2,181
---------------- ----------------
End of period $ 5,291 $ 4,032
================ ================
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
COST PLUS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MAY 3, 1997 AND MAY 4, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared from the records of the Company without audit and, in the opinion of
management, include all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position at May 3, 1997 and
May 4, 1996; the interim results of operations for the three months ended May 3,
1997 and May 4, 1996; and changes in cash flows for the three months then ended.
The balance sheet at February 1, 1997, presented herein, has been derived from
the audited financial statements of the Company for the fiscal year then ended.
Accounting policies followed by the Company are described in Note 1 to the
audited consolidated financial statements for the fiscal year ended February 1,
1997. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted for purposes of the condensed
consolidated interim financial statements. The condensed consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements, including notes thereto, for the fiscal year ended February 1, 1997.
The results of operations for the three month period herein presented are not
necessarily indicative of the results to be expected for the full year.
Impact of New Accounting Standards --In February 1997, the Financial Accounting
- ----------------------------------
Standards Board issued Statement of Financial Accounting Standards No. 128
("SFAS 128"), Earnings per Share ("EPS"). SFAS 128 requires dual presentation of
------------------
basic EPS and diluted EPS on the face of all income statements issued after
December 15, 1997 for all entities with complex capital structures. Basic EPS is
computed as net income divided by the weighted average number of common shares
outstanding for the period. Diluted EPS reflects the potential dilution that
could occur from common shares issuable through stock options, warrants and
other convertible securities. The Company is required to adopt SFAS 128 in the
fourth quarter of fiscal 1997 and will restate, at that time, EPS data for prior
periods to conform with SFAS 128. Earlier application is not permitted. The pro
forma effect assuming adoption of SFAS 128 at the beginning of each period is
presented below:
Three Months Ended
-----------------------------------------
May 3, May 4,
1997 1996
------------------ -----------------
Pro forma EPS:
Basic and Diluted.............$0.01 $(0.06)
2. STATEMENTS OF CASH FLOWS SUPPLEMENTAL DISCLOSURES
Total cash paid for interest and income taxes was as follows:
Three Months Ended
-----------------------------------------
May 3, May 4,
1997 1996
------------------ -----------------
($000, unaudited)
Interest $ 329 $ 1,283
Income Taxes $ 6,238 $ 2,325
3. REVOLVING LINE OF CREDIT AGREEMENT
On May 7, 1996, the Company entered into a revolving line of credit agreement
with Bank of America which was amended on May 15, 1997 and expires June 1, 1999.
The amended agreement allows for cash borrowings and letters of credit up to
$20.0 million from January 1 through June 30 and up to $35.0 million from July 1
through December 31 of each year. The Company is required to have no
6
<PAGE>
borrowings, excluding letters of credit, for a period of at least 30 consecutive
days between December 1 and March 31 of the next year. Interest is paid monthly
at the bank's reference rate (8.50% at May 3, 1997) or LIBOR+1.75%, depending on
the nature of the borrowings. A facility fee on the unused portion is payable
quarterly, in arrears, at .125% per year. The agreement is secured by the
Company's inventory and receivables. The Company is required to maintain certain
financial loan covenants including minimum tangible net worth and earnings
coverage ratio. At May 3, 1997, the Company had no outstanding borrowings under
the line of credit. Letters of credit totaling $2.2 million were outstanding
leaving current availability of $17.8 million.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THE THREE MONTHS (FIRST QUARTER) ENDED MAY 3, 1997 AS COMPARED TO THE THREE
MONTHS (FIRST QUARTER) ENDED MAY 4, 1996.
NET SALES. Net sales increased $9.4 million, or 24.0%, to $48.5 million in the
first quarter of 1997 from $39.1 million in the first quarter of 1996. This
increase in net sales was attributable to new stores and increases in comparable
and non-comparable store sales. As of May 3, 1997, the Company operated 60
stores compared to 50 stores a year ago. These 10 new stores contributed $6.5
million of the $9.4 million increase in net sales. Comparable store sales
increased 7.9% for the period.
GROSS PROFIT. As a percentage of net sales, first quarter gross profit was 34.5%
in 1997 compared to 34.7% in 1996. This slight decrease resulted from higher
occupancy costs in new stores, partially offset by a sales mix more heavily
weighted to higher margin goods and lower inventory shrink. New stores generally
have higher occupancy costs as a percentage of net sales until they reach
maturity.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES. As a percentage of net
sales, SG&A expenses decreased to 32.5% in the first quarter from 33.4% in the
first quarter of the prior year. Advertising expenses, as a percentage of net
sales, were increased to support an earlier Easter and a new spring
merchandising event. Higher advertising costs were offset by lower store and
corporate payroll as a percentage of net sales.
PREOPENING STORE EXPENSES. Preopening expenses, which include grand opening
advertising and preopening merchandising expenses, were higher in 1997 as a
result of opening two stores in the first quarter compared to one store in the
prior year.
INTEREST EXPENSE. Interest expense for the first quarter of 1997 consisted of
$456,000 in capital lease interest partially offset by $135,000 of interest
income. The previous year included interest expense on outstanding debt which
was repaid in April 1996 with the proceeds from the Company's initial public
offering of its common stock.
PROVISION FOR INCOME TAXES. The Company's effective tax rate was 40% in 1997
compared to 41% in 1996.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The Company's business is highly seasonal, reflecting the general pattern
associated with the retail industry of peak sales and earnings during the
Christmas season. Due to the importance of the Christmas selling season, the
fourth quarter of each fiscal year has historically contributed, and the Company
expects it will continue to contribute, a disproportionate percentage of the
Company's net sales and most of its net income for the entire fiscal year/1/.
Any factors negatively affecting the Company during the Christmas selling season
in any year, including unfavorable economic conditions, could have a material
adverse effect on the Company's financial condition and results of operations.
The Company generally experiences lower sales and earnings during the first
three quarters of its fiscal year and, as is typical in the retail industry, has
incurred and may continue to incur lower income or losses in these quarters. The
results of operations for these interim periods are not necessarily indicative
of the results for the full fiscal year. In addition, the Company makes
decisions regarding merchandise well in advance of the season in which it will
be sold, particularly for the Christmas selling season. Significant deviations
from projected demand for products could have a material adverse effect on the
Company's financial condition and results of operations, either by lost sales
due to insufficient inventory or lost margin due to the need to mark down excess
inventory.
The Company's quarterly results of operations may fluctuate based upon
such factors as the number and timing of store openings and related preopening
store expenses, the amount of net sales contributed by new and existing stores,
the mix of products sold, the timing and level of markdowns, store closings,
refurbishments or relocations, competitive factors and general economic
conditions.
The Company has identified certain forward-looking statements in the
Management's Discussion and Analysis of Financial Condition and Results of
Operations by a footnote #1. The Company may also make oral forward-looking
statements from time to time. Actual results may differ materially from those
projected in any such forward-looking statements due to a number of factors
including those set forth above.
- --------
/1/forward looking statement
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary uses for cash, other than to fund operating expenses, are
to support inventory requirements and for store expansion. Historically, the
Company has financed its operations primarily with borrowing under the Company's
credit facilities and internally generated funds. The Company believes that the
available borrowings under its revolving line of credit and internally generated
funds will be sufficient to finance its working capital and capital expenditure
requirements for the next 12 months/1/.
Net cash used in operating activities in the first quarter ended May 3, 1997,
totaled $7.3 million, an increase of $4.8 million over the prior year. This
increase resulted from income tax payments on the previous year's higher taxable
income and the timing of payments for merchandise inventory.
Net cash used in investing activities, primarily for new stores, totaled $1.8
million in the first quarter of 1997 compared to $1.6 million in the prior year.
The Company estimates that capital expenditures will approximate $11.0 million
in the 1997 fiscal year.
Net cash provided by financing activities were minimal in the first quarter
ending May 3, 1997 compared with $5.9 million in the first quarter of the prior
year. Approximately $29.1 million was received in April 1996 as a result of the
Company's initial public offering. These proceeds were used to retire a $19.9
million long-term note payable and pay down the $3.2 million balance then
outstanding on the revolving credit line. Remaining unused proceeds were
invested in short-term interest bearing instruments or used for working capital
or general corporate purposes.
On May 7, 1996, the Company entered into a revolving line of credit agreement
with Bank of America which was amended on May 15, 1997 and expires June 1, 1999.
The amended agreement allows for cash borrowings and letters of credit up to
$20.0 million from January 1 through June 30 and up to $35.0 million from July 1
through December 31 of each year. The Company is required to have no borrowings,
excluding letters of credit, for a period of at least 30 consecutive days
between December 1 and March 31 of the next year. Interest is paid monthly at
the bank's reference rate (8.50% at May 3, 1997) or LIBOR+1.75%, depending on
the nature of the borrowings. A facility fee on the unused portion is payable
quarterly, in arrears, at .125% per year. The agreement is secured by the
Company's inventory and receivables. The Company is required to maintain certain
financial loan covenants including minimum tangible net worth and earnings
coverage ratio. At May 3, 1997, the Company had no outstanding borrowings under
the line of credit. Letters of credit totaling $2.2 million were outstanding
leaving current availability of $17.8 million.
IMPACT OF NEW ACCOUNTING STANDARD
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), Earnings per Share ("EPS").
------------------
SFAS 128 requires dual presentation of basic EPS and diluted EPS on the face of
all income statements issued after December 15, 1997 for all entities with
complex capital structures. Basic EPS is computed as net income divided by the
weighted average number of common shares outstanding for the period. Diluted EPS
reflects the potential dilution that could occur from common shares issuable
through stock options, warrants and other convertible securities. The Company is
required to adopt SFAS 128 in the fourth quarter of fiscal 1997 and will
restate, at that time, EPS data for prior periods to conform with SFAS 128.
Earlier application is not permitted.
- ----------
/1/ forward looking statement
9
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8K
(a) Exhibits
10.1 Amendment No. 2 to Business Loan Agreement dated
May 15, 1997, between the Company and Bank
of America National Trust and Savings Association.
11 Statement re: Computation of Per Share Earnings.
27 Financial Data Schedule (submitted for SEC use only).
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
three month period ended May 3, 1997.
10
<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.
COST PLUS, INC.
----------------------------
Registrant
/s/ Alan E. Zimtbaum
--------------------------------------------
Date: June 16, 1997 By: Alan E. Zimtbaum
President, Chief Operating Officer
and Chief Financial Officer
11
<PAGE>
Exhibit 10.1
[Bank of America Logo] Amendment to Documents
AMENDMENT NO.2 TO BUSINESS LOAN AGREEMENT
This Amendment No. 2 (the "Amendment") dated as of May 15, 1997, is between
Bank of America National Trust and Savings Association (the "Bank") and Cost
Plus, Inc. (the "Borrower").
RECITALS
--------
A. The Bank and the Borrower entered into a certain Business Loan
Agreement dated as of May 7, 1996, as previously amended (the "Agreement").
B. The Bank and the Borrower desire to further amend the Agreement.
AGREEMENT
---------
1. Definitions. Capitalized terms used but not defined in this Amendment
-----------
shall have the meaning given to them in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
----------
2.1 In Paragraph 1.2, the date "June 1, 1999" is substituted for the
date "May 31, 1998."
2.2 In Paragraph 1.6, the number "1.75" is substituted for the number
"2.0."
2.3 Paragraph 7.3 is amended to read in its entirety as follows:
7.3 TANGIBLE NET WORTH. To maintain tangible net worth equal to
at least the amounts indicated for each period specified below:
Period Amount
------ ------
From the date of this $65,000,000
Amendment through
January 31, 1998
On February 1, 1998 and $65,000,000 plus the sum of 90%
thereafter of net income after income taxes
(without subtracting losses)
earned in the fiscal year ending
January 31, 1998
"Tangible net worth" means the gross book value of the Borrower's
assets (excluding goodwill, patents, trademarks, trade names,
organization expense, treasury stock, unamortized debt discount
and expense, deferred research and development costs, deferred
marketing expenses, and other like intangibles, and the amount (if
any) of monies due from officers, directors or shareholders of the
Borrower that exceeds Five Hundred Thousand Dollars ($500,000)
provided that such monies were used for the purchase of capital
stock of the Borrower) plus debt subordinated to the Bank in a
manner acceptable to the Bank (using the Bank's standard form)
less total liabilities, including but not limited to accrued and
deferred income taxes, and any reserves against assets.
2.4 Paragraph 7.6 is deleted in its entirety.
<PAGE>
2.5 A new Subparagraph 7.8(j) is added and shall read in its entirety
as follows:
(j) Additional debts arising from the financing of insurance
premiums.
2.6 Subparagraph 7.9(i) is amended to read in its entirety as follows:
(i) Liens on insurance policies and the proceeds thereof solely
securing debts permitted by subparagraph (j) of the preceding
paragraph.
2.7 The first sentence of Paragraph 7.10 is amended to read in its
entirety as follows:
Not to spend or incur obligations (including the total amount of
capital leases of equipment but excluding capital leases of the
Borrower's stores and warehouses) for more than Thirteen Million
Dollars ($13,000,000) in the fiscal year ending January 31, 1998,
and Sixteen Million Dollars ($16,000,000) for the fiscal year
ending January 30, 1999, to acquire fixed or capital assets .
2.8 Paragraph 7.11 is amended to read in its entirety as follows:
7.11 OUT OF DEBT. To repay any advances in full, and not to draw
any additional advances on its revolving line of credit, for a
period of at least 30 consecutive days between December 1 of each
year and March 31 of the next year. For the purposes of this
paragraph, "advances" does not include undrawn amounts of
outstanding letters of credit.
3. Effect of Amendment. Except as provided in this Amendment, all of the
-------------------
terms and conditions of the Agreement shall remain in full force and effect.
This Amendment is executed as of the date stated at the beginning of
this Amendment.
BANK OF AMERICA
National Trust and Savings Association COST PLUS, INC.
/s/ Alan Zimtbaum
- --------------------- -----------------
By: Florence Gong, Vice President By: Alan E. Zimtbaum
President and
Chief Financial Officer
<PAGE>
(Exhibit 11)
COST PLUS, INC.
COMPUTATION OF NET INCOME (LOSS) PER SHARE
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS, UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
MAY 3, MAY 4,
1997 1996
------------ ------------
<S> <C> <C>
NET INCOME (LOSS) $ 107 $ (395)
============ ============
Weighted average shares outstanding
during the period:
Common Stock 8,106 6,640
Add incremental shares from assumed
exercise of stock options 313 338
------------ ------------
Weighted average common and common
equivalent shares outstanding 8,419 6,978
============ ============
PRIMARY NET INCOME (LOSS) PER SHARE $ .01 $ (.06)
============ ============
Weighted average shares outstanding
during the period:
Common Stock 8,106 6,640
Add incremental shares from assumed
exercise of stock options 313 426
------------ ------------
Weighted average common and common
equivalent shares outstanding 8,419 7,066
============ ============
FULLY DILUTED NET INCOME (LOSS) PER SHARE $ .01 $ (.06)
============ ============
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COST PLUS, INC. FOR THE THREE MONTHS ENDED MAY 3, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-02-1997
<PERIOD-END> MAY-03-1997
<CASH> 5,291
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 40,611
<CURRENT-ASSETS> 48,308
<PP&E> 91,948
<DEPRECIATION> 32,354
<TOTAL-ASSETS> 116,444
<CURRENT-LIABILITIES> 22,617
<BONDS> 0
81
0
<COMMON> 0
<OTHER-SE> 73,345
<TOTAL-LIABILITY-AND-EQUITY> 116,444
<SALES> 48,532
<TOTAL-REVENUES> 48,532
<CGS> 31,806
<TOTAL-COSTS> 48,032
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 321
<INCOME-PRETAX> 179
<INCOME-TAX> 72
<INCOME-CONTINUING> 107
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
