SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
Quarterly Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Quarter Ended May 3, 1997
Commission file number 33-27126
PEEBLES INC.
Virginia 54-0332635
(State of Incorporation) (I.R.S. Employer
Identification No.)
One Peebles Street
South Hill, Virginia 23970-5001 (804) 447-5200
(Address of principal executive offices) (Telephone Number)
Indicate by check (x) 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_____.
As of May 3, 1997, 1,000 shares of Common Stock of Peebles Inc.
were outstanding.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEET
PEEBLES INC. & SUBSIDIARY
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
May 3, February May 4,
1997 1, 1997 1996
ASSETS (Unaudited) (Unaudited)
CURRENT ASSETS
<S> <C> <C> <C>
Cash $ 39 $ 228 $ 59
Accounts receivable, net 28,015 32,062 26,108
Merchandise inventories 56,737 54,431 45,155
Prepaid expenses 754 1,036 672
Other 139 69 99
--------- -------- --------
TOTAL CURRENT ASSETS 85,684 87,826 72,093
PROPERTY AND EQUIPMENT, net 35,582 33,460 34,596
OTHER ASSETS
Excess of cost over net assets 35,671 36,069 50,603
acquired, net
Deferred financing cost 2,596 2,808 3,430
Other 3,311 3,405 5,215
--------- -------- --------
41,578 42,282 59,248
--------- -------- --------
$ 162,844 $ 163,568 $165,963
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 9,969 $ 10,737 $ 7,632
Accrued compensation and other expenses 3,152 5,000 2,378
Income taxes payable 707 675 998
Deferred income taxes 2,934 2,934 2,788
Current maturities of long-term debt 12,257 9,665 9,748
Other 390 602 449
--------- -------- --------
TOTAL CURRENT LIABILITIES 29,409 29,613 23,993
LONG-TERM DEBT 79,450 79,950 69,475
LONG-TERM CAPITAL LEASE OBLIGATIONS 1,278 1,347 1,567
DEFERRED INCOME TAXES 3,235 3,235 6,350
STOCKHOLDERS' EQUITY
Preferred stock- no par value,
authorized
1,000,000 shares, none issued and
outstanding -- -- --
Common stock-- par value $.10 per
share,
authorized 5,000,000 shares, 1,000
issued
and outstanding. 1 1 1
Additional capital 59,307 59,307 59,307
Retained earnings (deficit):
accumulated
from May 27, 1995; (9,836) (9,885) 5,244
--------- -------- --------
49,472 49,423 64,552
--------- -------- --------
$ 162,844 $ 163,568 $ 165,937
========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF INCOME
PEEBLES INC. & SUBSIDIARY
(dollars in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three-Month Period Ended
May 3, May 4,
1997 1996
<S> <C> <C>
NET SALES $ 45,150 $ 38,055
COSTS AND EXPENSES
Cost of sales 28,262 22,607
Selling, general and administrative 13,137 11,541
expenses
Depreciation and amortization 1,559 1,724
-------- ---------
42,958 35,872
-------- ---------
OPERATING INCOME 2,192 2,183
OTHER INCOME 32 54
INTEREST EXPENSE 2,143 1,880
INCOME BEFORE INCOME TAXES 81 357
INCOME TAXES
Federal, state and deferred 32 143
-------- ---------
NET INCOME $ 49 $ 214
======== ========
EARNINGS PER SHARE $ 49 $ 214
======== ========
Average common stock and common stock
equivalents outstanding 1,000 1,000
======== ========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
PEEBLES INC. & SUBSIDIARY
(dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three-Month Period Ended
May 3, May 4,
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 49 $ 214
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation 1,089 1,097
Amortization 701 857
Changes in operating assets and liabilities:
Accounts receivable 4,047 2,426
Merchandise inventories (2,306) (2,471)
Accounts payable (768) (2,325)
Other assets and liabilities (1,816) (1,804)
------- -------
NET CASH PROVIDED (USED) IN OPERATING 996 (2,006)
ACTIVITIES
INVESTING ACTIVITIES
Purchase of property and equipment (3,252) (2,429)
Other (24) 229
------- -------
NET CASH USED IN INVESTING ACTIVITIES (3,276) (2,200)
FINANCING ACTIVITIES
Proceeds from revolving line of credit
and long-term debt 62,418 54,349
Reduction in revolving line of credit
and long-term debt (60,327) (50,277)
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 2,091 4,072
------- -------
DECREASE IN CASH AND CASH EQUIVALENTS (189) (134)
Cash and cash equivalents beginning of 228 193
period
------- -------
CASH AND CASH EQUIVALENTS END OF PERIOD $ 39 $ 59
======= =======
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS'
EQUITY
PEEBLES INC. & SUBSIDIARY
(dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Common Stock
Retained
Par Additional Earnings
Shares Value Capital (Deficit)
<S> <C> <C> <C> <C>
Balance January 28, 1995 2,942,690 $ 294 $64,390 $17,550
Net (loss) -- -- -- (1,528)
--------- ----- ------ --------
Balance May 27, 1995, prior to
1995 Acquisition 2,942,690 294 64,390 16,022
1995 Acquisition adjustments (2,941,690) (293) (5,083) (16,022)
--------- ----- ------ --------
Balance May 27, 1995, following
1995 Acquisition 1,000 1 59,307 --
--------- ----- ------ --------
Net income -- -- -- 5,030
--------- ----- ------ --------
Balance February 3, 1996 1,000 1 59,307 5,030
Net income -- -- -- 214
--------- ----- ------ --------
Balance May 4, 1996 1,000 1 59,307 5,244
Net (loss) -- -- -- (15,129)
--------- ----- ------ --------
Balance February 1, 1997 1,000 1 59,307 (9,885)
Net income -- -- -- 49
--------- ----- ------ --------
Balance May 3, 1997 1,000 $ 1 $59,307 $(9,836)
========= ===== ====== ========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEEBLES INC. & SUBSIDIARY
May 3, 1997
(dollars in thousands, except per share amounts)
NOTE A_ORGANIZATION AND BASIS OF PRESENTATION
THE 1995 ACQUISITION: Peebles Inc. was acquired by PHC Retail
Holding Company ("PHC Retail") for approximately $136 million,
which included acquisition related expenses of approximately $5.6
million and the refinancing of existing debt (the "1995
Acquisition"). PHC Retail, a closely held company, has no
significant assets other than the entire equity interest of
Peebles Inc. common stock, $.10 par value (the "Common Stock")
and had no operations prior to the 1995 Acquisition. The 1995
Acquisition was accounted for using the purchase method of
accounting with an effective date of May 27, 1995, and
accordingly, a new accounting basis was begun.
ACQUISITION OF CARLISLE RETAILERS, INC.: On May 20, 1996, a
merger (the "CRI Merger") was consummated whereby Carlisle
Retailers, Inc. ("Carlisle"), an Ohio corporation, became a
wholly owned subsidiary of Peebles Inc. (together the "Company").
The $11,549 cash purchase price included $6,311 to common
shareholders of Carlisle, $3,458 to a financial services company
for the majority of the outstanding Carlisle proprietary credit
card accounts receivable portfolio, and $1,780 in acquisition
expenses. The acquisition was funded primarily by proceeds from
the Senior Revolving Facility.
The CRI Merger has been accounted for using the purchase method
of accounting. The purchase price was allocated as follows:
Purchase price $11,549
Tangible net assets acquired:
Accounts receivable, net $3,330
Merchandise inventories, net 3,698
Fixed assets, net 244
Other assets 2,367
Operating liabilities (849)
------
Total tangible net assets 8,790
-------
Excess of cost over net assets acquired $2,759
=======
The excess of cost over net assets acquired is being amortized
over a twenty-five year period beginning May 20, 1996.
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management,
all adjustments (consisting of normal and recurring accruals)
considered necessary for a fair presentation have been included.
As a result of the 1995 Acquisition, the financial statements and
related footnote amounts for periods prior to the acquisition are
not comparable to the current period. In addition, the operating
results for the current fiscal periods are not necessarily
indicative of the results that may be expected for the fiscal
year ended January 31, 1998, due to the seasonal nature of the
business of Peebles. For further information, refer to the
financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended
February 1, 1997.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEEBLES INC. & SUBSIDIARY
May 3, 1997
NOTE B_ACCOUNTS RECEIVABLE
Accounts receivable are shown net of $1,224, $1,224 and $960
representing the allowance for uncollectible accounts at May 3,
1997, February 1, 1997 and May 4, 1996, respectively. As a
service to its customers, the Company offers credit through the
use of its own charge card, certain major credit cards and a
layaway plan. The Peebles' customer usually resides in the
local community immediately surrounding the store location.
Peebles stores serve these local customers in Virginia, Maryland,
North Carolina, South Carolina, Tennessee, Kentucky, Alabama,
Delaware, New Jersey, Ohio, Pennsylvania and New York. The
Company does not require collateral from its customers.
NOTE C_MERCHANDISE INVENTORIES
Consistent with the purchase method of accounting used in the
1995 Acquisition, the LIFO reserve was eliminated, the recorded
value of merchandise inventories was increased to fair value (the
"Fair Value Adjustment") and a new LIFO base year was established
at May 27, 1995. The market reserve adjusts inventory to lower of
LIFO cost and market.
Merchandise inventories consisted of the following:
May 3, February May 4,
1997 1, 1997 1996
Merchandise inventories at
FIFO cost $ 49,854 $ 47,448 $ 38,133
Fair Value Adjustment 7,436 7,436 7,436
LIFO reserve 126 366 315
-------- -------- --------
Merchandise inventories at
LIFO cost 57,416 55,250 45,884
Market reserve (679) (819) (729)
-------- -------- --------
Merchandise inventories at
lower of cost or market $ 56,737 $ 54,431 $ 45,155
======== ======== ========
NOTE D_ASSET REVALUATION
In 1996, the Company adopted Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of". In
the fourth quarter of fiscal 1997, the company calculated the
fair value of store assets, related intangibles and allocated
goodwill and as a result, reduced the carrying values of store
fixtures and equipment, related beneficial leaseholds and
allocated goodwill by $4,034, $1,528 and $15,220, respectively.
The total asset revaluation of $20,782 reduced retained earnings
in the fourth quarter of fiscal 1996 by a net $18,641.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
PEEBLES INC. & SUBSIDIARY
May 3, 1997
NOTE E _ LONG-TERM DEBT
Long -term debt consisted of the following:
May 3, 1997 February 1, May 4, 1996
1997
1995 Senior Revolving
Facility $ 43,000 $ 43,000 $ 29,000
Senior Term Note A 17,300 17,725 19,000
Senior Term Note B 27,400 27,475 27,700
Swingline Facility 4,007 1,415 3,523
--------- --------- ---------
91,707 89,615 79,223
Less current 12,257 9,665 9,748
maturities
--------- --------- ---------
$ 79,450 $ 79,950 $ 69,475
========= ========= =========
On June 9, 1995, the Company entered into a $120 million credit
facility (the "1995 Credit Agreement") to i) refinance the
existing debt under the pre-acquisition Credit Agreement, ii)
provide the additional funding necessary to complete the 1995
Acquisition, and iii) provide working capital and funds for
capital expenditures. The 1995 Credit Agreement is secured by a
first priority security interest in substantially all the
personal property and certain real property of Peebles. The 1995
Credit Agreement provides a Senior Term Facility, a Senior
Revolving Facility (the "1995 Revolving Facility"), and a
"Swingline Facility". Restrictive covenants prohibit the payment
of cash dividends in any fiscal year.
The Senior Term Facility includes two notes, Senior Term Note A
and Senior Term Note B, with original principal balances of $20
million and $30 million, respectively. Senior Term Note A and
Senior Term Note B each require quarterly payments, coinciding
with the Company's fiscal quarters, of principal (increasing
annually from the current $425 and $75 per quarter, respectively)
and interest in arrears through maturity. Senior Term Note A and
Senior Term Note B mature on June 9, 2000 and 2002, respectively.
Senior Term Note A and Senior Term Note B bear interest at LIBOR
plus 2.75% and LIBOR plus 3.25%, respectively.
The amount available under the 1995 Senior Revolving Facility is
determined by a defined asset based formula with maximum
borrowings limited to $65 million less outstanding amounts under
letters of credit. The Company pays a fee of 1/2 of 1% per annum
on any unused portion of the 1995 Senior Revolving Facility. The
1995 Senior Revolving Facility matures on June 9, 2000 and has no
specific paydown provisions. On May 20, 1996, the Company drew
approximately $10,200 to consummate the CRI Merger. Based on the
anticipated operations of the Company in the succeeding twelve-
month period, $37,500, $37,500 and $24,600 were considered long-
term obligations at May 3, 1997, February 1, 1997 and May 4,
1996, respectively. The Senior Revolving Facility bears interest
at LIBOR plus 2.75%.
Loans under the Swingline facility are drawn and repaid daily
based on the operating activity of the Company. Aggregate
amounts outstanding under the Swingline Facility cannot exceed $5
million. Excess borrowings or funding outside these amounts
revert to the 1995 Senior Revolving Facility. The Swingline
Facility currently bears interest at prime plus 1-1/2% and has no
LIBOR conversion option.
NOTE F_INCOME TAXES
Differences between the effective rate of income taxes and the
statutory rate arise principally from the state income taxes and
non-deductible amortization related to certain purchase
accounting adjustments.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(dollars in thousands, except per share amounts)
The following management's discussion and analysis provides
information with respect to the results of operations for the
three-month period (or "Fiscal Quarter") ended May 3, 1997 in
comparison with the Fiscal Quarter ended May 4, 1996.
Net sales for the three-month period ended May 3, 1997 totaled
$45,150, an 18.6% increase over net sales of $38,055 for the
comparable three-month period ended May 4, 1996. Net sales at
comparable stores were up 4.8% in comparison to the prior year,
contributing $1,813 to the total $7,095 net sales increase. The
majority of the increase in net sales was realized in February,
where milder weather and the clearance of a greater amount of
seasonal merchandise in the current year as compared to the prior
year, fueled sales. The remaining increase in net sales, $5,282,
was provided by a net 13 store locations operating the entire
Fiscal Quarter ended May 3, 1997 which were not in operation in
the comparable prior year Fiscal Quarter. The six remaining
stores acquired in the CRI Merger accounted for $2,882. In
total, the Company opened 17 new store locations and closed 2
marginally profitable store locations in the twelve-month period
subsequent to May 4, 1996. Included in those openings are three
new stores which did not materially increase sales in the First
Fiscal Quarter, as opening dates were within the last 10 days of
the end of the current Fiscal Quarter.
Cost of sales as a percentage of net sales for the three-month
periods ended May 3, 1997 and May 4, 1996 were 62.6% and 59.4%,
respectively. In general, the increase in the cost of sales
percentage results from a combination of lower margins in the new
store locations opened in the twelve-month period subsequent to
May 4, 1996 and the liquidation of seasonal merchandise,
primarily during the first six weeks of the current year Fiscal
Quarter. The increase of 3.2 percentage points was split evenly
between comparable store locations and new store locations.
While comparable store net sales benefited from the volume
resulting from this seasonal inventory clearance, gross margin
suffered. New store locations, especially those in markets new
to the Company, typically run a higher cost of sales percentage
relative to mature stores due to heavier promotions and the lack
of comparable sales history. The Company expects the cost of
sales percentage to improve relative to the prior year in
succeeding Fiscal Quarters as the new store locations anniversary
and inventory levels are maintained closer to plan. In addition,
the Company's pricing strategy of offering fair, consistent
pricing every day, reduces the non-clearance fluctuations caused
by promotional markdowns.
Selling, general and administrative expenses, exclusive of
depreciation and amortization, improved to 29.1% of net sales for
the Fiscal Quarter ended May 3, 1997, from the 30.3% for the
comparable prior year period. Reductions came from the Company's
ability to successfully leverage its selling, general and
administrative expenses as the economies of scale are realized
in the central office and distribution facilities. Offsetting
these reductions in selling, general and administrative expenses,
are the new stores higher occupancy, payroll, and advertising
expenses as a percentage of net sales as compared to mature
stores. The Company has been successful in controlling these
expenses during growth periods, and expects to realize further
efficiencies through economies of scale in succeeding Fiscal
Quarters.
Depreciation and amortization in the Fiscal Quarters ended May 3,
1997 and May 4, 1996 were 3.5% and 4.5% of net sales,
respectively. This decrease is attributable primarily to the
impact of higher sales and lower amortization of goodwill due to an asset
revaluation in accordance with Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to Be Disposed Of" in the
fourth quarter of 1996.
Interest expense for the three-month periods ended May 3, 1997
and May 4, 1996 was $2,143 and $1,880, respectively. The
increase results primarily from the increased debt assumed in
connection with the addition of the new stores, including the
$10.2 million used in the CRI Merger.
The income tax expense for the three-month period ended May 3,
1997 was $32 compared to $143 for the comparable period ended May
4, 1996. The effective income tax rate for the current Fiscal
Quarter is 39.5% versus 40.1%. in the comparable prior year
period. The effective tax rate differs from the statutory rate
primarily due to state income taxes and nondeductible
amortization relating to certain acquisition related assets.
As a result of the changes discussed above, net income for the
three-month period ended May 3, 1997 was $49 compared to net
income of $214 for the three-month period ended May 4, 1996.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements are for capital
expenditures in connection with both the Company's new store
expansion and remodeling program and for working capital needs.
The Company's primary sources of funds are cash flow from
continuing operations, borrowings under the Credit Agreement and
trade accounts payable. The Company's inventory levels typically
build throughout the fall, peaking during the Christmas selling
season, while accounts receivable peak during December and
decrease during the first quarter. Capital expenditures
typically occur evenly throughout the first three quarters of
each year.
For the Fiscal Quarters ended May 3, 1997 and May 4, 1996,
operating activities provided cash of $996 and used cash of
$2,006, respectively. The Company had working capital of $56.3
million and $48.1 million at May 3, 1997 and May 4, 1996,
respectively. Net cash was provided by reductions in accounts
receivable ratably greater than reductions in accounts payable.
In the prior year comparable Fiscal Quarter, accounts receivable
decreased slower and accounts payable were reduced faster than in
the current Fiscal Quarter. Merchandise inventory levels were
built slower as a percentage of total inventory in the current
Fiscal Quarter compared to the prior Fiscal Quarter.
Net cash used in investing activities, primarily for capital
expenditures, increased from $2,200 to $3,276 for the Fiscal
Quarters ended May 4, 1996 and May 3, 1997, respectively. As
discussed in more detail below, the Company opened three new
stores in the first Fiscal Quarter of 1997. In addition, the
Company is underway with the relocation of three existing stores.
The Company expects capital expenditures to total approximately
$10.7 million in fiscal 1997. Additional new stores, remodelings
and relocations will continue to require funding of additional
working capital for which the Company must depend on internally
generated funds and borrowings under the New Credit Agreement.
The Company currently plans on opening six new store locations,
totaling some 158,000 square feet. Three of these new store
locations were opened during the first Fiscal Quarter of 1997.
The cities, states and gross square footage are as follows: 1)
Milford, Delaware (32,000); 2) Altavista, Virginia (29,500) and
3) Kennett Square, Pennsylvania (25,000). The Company has signed
non-cancelable leases for the three remaining new store
locations, due to open in the Fall of 1997. These stores are: 1)
Paris, Tennessee (21,200); 2) New Castle, Pennsylvania (25,000)
and 3) Bedford, Virginia (25,000). Based on historical
experience, the Company estimates that the cost of opening a new
store will include capital expenditures of approximately $425 for
leasehold improvements and fixtures and approximately $425 for
initial inventory, approximately one-third of which is normally
financed through vendor credit. Accounts receivable for new
stores typically build to 15% of net sales or approximately $300
within 24 months of the store opening. The Company may also
incur capital expenditures to acquire existing stores.
The Company finances its operations, capital expenditures, and
debt service payments with funds available under the Senior
Revolving Facility. The maximum amount available under the
Senior Revolving Facility is $65 million less amounts outstanding
under letters of credit. The actual amount available is
determined by an asset based formula, adjusted for seasonal
working capital requirements. The Company believes the cash flow
generated from operating activities together with funds available
under the New Revolving Facility will be sufficient to fund the
investing activities and the required payments under the New
Credit Agreement.
<PAGE>
PART II
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
None
<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.
PEEBLES INC.
Date: June 9, 1997 By /s/ Michael F. Moorman
-----------------------
Michael F. Moorman
President and Chief Executive
Officer (Principal Executive
Officer)
By /s/ E. Randolph Lail
----------------------
E. Randolph Lail
Chief Financial Officer,
Senior Vice President-
Finance, Treasurer and
Secretary (Principal
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> MAY-03-1997
<CASH> 39
<SECURITIES> 0
<RECEIVABLES> 29,239
<ALLOWANCES> 1,224
<INVENTORY> 56,737
<CURRENT-ASSETS> 85,684
<PP&E> 57,807
<DEPRECIATION> 22,225
<TOTAL-ASSETS> 162,844
<CURRENT-LIABILITIES> 29,409
<BONDS> 79,450
<COMMON> 1
0
0
<OTHER-SE> 49,471
<TOTAL-LIABILITY-AND-EQUITY> 162,844
<SALES> 45,150
<TOTAL-REVENUES> 45,150
<CGS> 42,958
<TOTAL-COSTS> 42,958
<OTHER-EXPENSES> (32)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,143
<INCOME-PRETAX> 81
<INCOME-TAX> 32
<INCOME-CONTINUING> 49
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 49
<EPS-PRIMARY> 49
<EPS-DILUTED> 49
</TABLE>
