<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 26, 1999
OR
[ ] 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 000-18815
OUTLOOK GROUP CORP.
-------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-1278569
--------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1180 American Drive
Neenah, Wisconsin 54956
-----------------------
(Address of principal executive offices, including zip code)
(414) 722-2333
--------------
(Registrant's telephone number, including area code)
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 twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-- --
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
4,667,132 shares of common stock, $.01 par value, were outstanding at April
5, 1999.
<PAGE> 2
OUTLOOK GROUP CORP. AND SUBSIDIARIES
INDEX
Page
Number
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements 1
Condensed Consolidated Balance Sheets 2
As of February 26, 1999 and May 31, 1998 (Unaudited)
Condensed Consolidated Statements of Operations 3
For the three months and nine months ended
February 26, 1999 and February 27, 1998 (Unaudited)
Condensed Consolidated Statements of Cash Flows 4
For the nine months ended February 26, 1999 and
February 27, 1998 (Unaudited)
Notes to Condensed Consolidated Financial Statements 5
(Unaudited)
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 6
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Exhibits
Reports on Form 8-K
<PAGE> 3
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The condensed consolidated financial statements included herein have been
included by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared 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 are adequate to
make the information presented not misleading. This information is unaudited but
includes all adjustments (consisting only of normal recurring accruals) which in
the opinion of Company management are necessary for a fair presentation of the
Company's financial position and results of operations for such periods.
The results of operation for interim, periods are not necessarily indicative of
the results of operations for the entire year. It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's 1998 Form 10-K. The
May 31, 1998 Condensed Consolidated Balance Sheet data was derived from audited
financial statements, but does not include all disclosures required by the
Generally Accepted Accounting Principles.
- 1 -
<PAGE> 4
<TABLE>
<CAPTION>
OUTLOOK GROUP CORP. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands)
February 26, May 31,
ASSETS 1999 1998
--------------------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 502 $ 2,825
Accounts receivable , less allowance for 10,433 11,427
doubtful accounts of $1,418 and $1,575
respectively
Notes receivable-current portion 1,464 1,726
Inventories 5,762 5,707
Deferred income taxes 406 406
Income taxes refundable 857 901
Other 751 433
--------------------
Total current assets 20,175 23,425
Notes receivable, less allowance for 2,757 3,042
doubtful accounts of $477 in both years
Property, plant and equipment
Land 589 589
Building and improvements 11,290 11,132
Machinery and equipment 39,509 36,739
--------------------
51,388 48,460
Accumulated depreciation (25,886) (23,293)
--------------------
25,502 25,167
Other assets 1,499 1,823
--------------------
Total assets $ 49,933 $ 53,457
====================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long term debt $ 2,283 $ 1,658
Accounts payable 2,117 4,703
Accrued liabilities
Salaries and wages 1,553 1,472
Other 935 1,407
--------------------
Total current liabilities 6,888 9,240
Long term debt, less current maturities 5,136 7,061
Deferred income taxes 3,762 3,773
Shareholders' equity
Common stock 51 51
Additional paid in capital 18,494 18,494
Retained earnings 20,151 19,287
Treasury stock (4,449) (4,449)
Officer loans (100) --
--------------------
Total shareholders' equity 34,147 33,383
--------------------
Total liabilities and shareholders' equity $ 49,933 $ 53,457
====================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE> 5
OUTLOOK GROUP CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTH PERIOD ENDED NINE MONTH PERIOD ENDED
February 26, 1999 February 27, 1998 February 26, 1999 February 27, 1998
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
NET SALES $ 14,871 $ 15,700 $ 49,651 $ 49,101
COST OF GOODS SOLD 12,646 12,763 40,830 39,447
----------- ----------- ----------- -----------
GROSS PROFIT 2,225 2,937 8,821 9,654
SELLING, GENERAL, AND
ADMINISTRATIVE EXPENSES 2,200 2,671 7,472 7,871
----------- ----------- ----------- -----------
OPERATING PROFIT 25 266 1,349 1,783
OTHER INCOME/(EXPENSE):
INTEREST EXPENSE (143) (451) (466) (1,508)
OTHER INCOME 172 284 529 674
----------- ----------- ----------- -----------
EARNINGS FROM
CONTINUING OPERATIONS BEFORE
INCOME TAXES 54 99 1,412 949
INCOME TAX EXPENSE 21 38 548 367
----------- ----------- ----------- -----------
EARNINGS FROM CONTINUING OPERATIONS 33 61 864 582
DISCONTINUED OPERATIONS:
LOSS FROM
DISCONTINUED OPERATIONS BEFORE
INCOME TAXES -- (68) -- (51)
INCOME TAX BENEFITS -- (25) -- (18)
----------- ----------- ----------- -----------
LOSS FROM
DISCONTINUED OPERATIONS -- (43) -- (33)
----------- ----------- ----------- -----------
NET EARNINGS $ 33 $ 18 $ 864 $ 549
========================================================================
NET EARNINGS (LOSS) PER COMMON SHARE: - BASIC
CONTINUING $ 0.01 $ 0.01 $ 0.19 $ 0.13
DISCONTINUED -- (0.01) -- (0.01)
TOTAL $ 0.01 $ (0.00) $ 0.19 $ 0.12
========================================================================
NET EARNINGS (LOSS) PER COMMON SHARE: - DILUTED
CONTINUING $ 0.01 $ 0.01 $ 0.19 $ 0.12
DISCONTINUED -- (0.01) -- (0.01)
TOTAL $ 0.01 $ 0.00 $ 0.19 $ 0.11
========================================================================
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING-BASIC 4,667,132 4,656,338 4,667,132 4,654,487
========================================================================
WEIGHTED AVERAGE
NUMBER OF SHARES OUTSTANDING-DILUTED 4,668,773 4,689,980 4,667,679 4,687,165
========================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE> 6
OUTLOOK GROUP CORP. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
NINE MONTH PERIOD ENDED
February 26, 1999 February 27, 1998
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $ 864 $ 549
Adjustments to reconcile net earnings to
net cash provided by operating
activities:
Depreciation and amortization 2,942 3,777
(Gain) on sale of assets -- (636)
Change in assets and liabilities:
Accounts and notes receivable 1,541 305
Inventories (55) 410
Prepaid expenses and other assets (343) 1,438
Accounts payable (2,586) 36
Accrued liabilities (391) 351
Deferred gain on sale of Oshkosh facility 550
Income taxes 33 (461)
----------------------
Net cash provided by operating activities 2,005 6,319
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets -- 4,805
Purchase of property, plant, and equipment (2,928) (558)
Purchase of business -- (1,249)
Loan to officer (100) --
Net cash provided by (used in) investing activities (3,028) 2,998
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Increase (decrease) in revolving credit
arrangement borrowings -- (2,920)
(Decrease) in cash overdraft -- (353)
Net payments on long-term borrowings (1,300) (6,078)
Exercise of stock options -- 34
----------------------
Net cash used in financing activities (1,300) (9,317)
Net decrease in cash (2,323) --
Cash and cash equivalents at beginning of period 2,825 --
----------------------
Cash and cash equivalents at end of period $ 502 $ --
======================
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 7
OUTLOOK GROUP CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FEBRUARY 26, 1999
1. Net Earnings (Loss) Per Common Share:
Basic earnings per share is computed by dividing net earnings by the
weighted average shares outstanding during each period. Diluted
earnings per share is computed similar to basic earnings per share
except that the weighted average shares outstanding is increased to
include the number of additional shares that would have been
outstanding if stock options were exercised and the proceeds from such
exercise were used to acquire shares of common stock at the average
market price during the period.
<TABLE>
<CAPTION>
Three-Month Period Ended Nine-Month Period Ended
February 26, February 27, February 26, February 27,
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average
shares outstanding
Basic 4,667,132 4,656,338 4,667,132 4,654,487
Effect of dilutive
securities - stock
options 1,641 33,642 547 32,678
--------- --------- --------- ---------
Weighted average
shares outstanding -
Dilutive 4,668,773 4,689,980 4,667,679 4,687,165
========= ========= ========= =========
</TABLE>
2. Inventories:
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
February 26, 1999 May 31, 1998
----------------- ------------
<S> <C> <C>
Raw materials $2,365 $2,202
Work in process 873 1,160
Finished goods 2,524 2,345
------ ------
$5,762 $5,707
====== ======
</TABLE>
3. Income Taxes:
The effective income tax rate used to calculate the income tax expense
for the three-month periods ended February 26, 1999 and February 27,
1998, is based on the anticipated income tax rate for the entire fiscal
year.
4. Loan to Officer:
In July, 1998 the Company executed a $100,000 loan to the President and
Chief Operating Officer of the Company. The term of the loan is five
years at an interest rate of 8% per annum.
5. Debt:
As of February 26, 1999 the Company had not drawn any funds that were
available for working capital under terms of the revolving credit
agreement.
6. Accounting Periods:
The Company has elected to adopt 13 week quarters beginning in fiscal
1997; however, fiscal year-end remains May 31.
-5-
<PAGE> 8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following section presents a discussion and analysis of the Company's
results and operations during the third quarters, and first nine months, of
fiscal 1999 and 1998, and its financial condition at quarter end of February
26,1999. Statements that are not historical facts (such as statements in the
future tense or using terms such as "believe", "expect" or "anticipate") may be
forward-looking statements that involve risks and uncertainties. The Company's
actual future results could materially differ from those discussed. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in the following sections, particularly immediately below and
under "General Factors."
RESULTS OF OPERATIONS
In the third quarter of fiscal 1999, net sales were down approximately $0.8
million; $14.9 million for the third quarter of fiscal 1999 as compared to $15.7
million for the same period in the prior year. For the first nine months of
fiscal 1999, sales were up $0.6 million, at $49.7 million as compared to sales
of $49.1 million through the first nine months of fiscal 1998. During the first
nine months, the Company generated increases of approximately $5.4 million in
its packaging and direct mail activities, decreases of approximately $1.0
million in printing and fulfillment operations, and decreases of approximately
$0.6 million in specialized printing and paperboard cartons. The largest
decrease in sales for both the quarter and for the first nine months was in the
flexible packaging operations; decreases from the previous year were
approximately $1.5 million for the quarter and $3.1 million for the first nine
months. Management continues to evaluate the effects of the reduction in
business for the highly competitive flexible packaging markets, and is
implementing several strategies to address this situation. Management continues
to focus its sales efforts at market opportunities that utilize the Company's
"core" operational competencies and developing special niches for improved
overall profitability.
Gross profit decreased from 20.6% in the second quarter to 15.0% in the third
quarter of fiscal 1999 as compared to 21.0% and 18.7% in fiscal 1998.
Year-to-date gross profit margins are 17.8% of sales in fiscal 1999 as compared
to 19.7% of sales in fiscal 1998. The margin reductions reflect increased price
competition within the markets, in particular flexible packaging; changes in
product mix toward lower margins in the labeling operations; higher
manufacturing costs due to labor shortages; and additional set-up time for
shorter production runs. These reductions have been partially offset by
increased margins in the finishing, distribution and direct mail operations.
Selling, general and administrative expenses were approximately $0.5 million
less for the current quarter as compared to the same quarter last year. For the
first nine months of fiscal 1999, these expenses were approximately $.4 million
less than the first nine months of fiscal 1998. Selling, marketing, and product
development efforts resulted in approximately $250,000 greater expense for the
first nine months of fiscal 1999 than for fiscal 1998. The overall reductions
reflect the continued efforts to reduce overhead while improving operational
efficiencies.
As a result of the above, the Company's operating profit was 0.2% for the third
quarter of fiscal 1999 as compared to 1.7% for the third quarter of fiscal 1998.
On a year-to-date basis, operating profit is 2.7% as compared to 3.6% in fiscal
1998.
Interest expense was reduced for the quarter and year-to-date compared to the
prior year. The year-to-date interest savings of over $1.0 million compared to
fiscal 1998 resulted from a reduced interest rate on market sensitive loans and
an average reduction in debt of approximately $10.6 million between the periods.
Debt was reduced with cash available from various asset sales, the sale of a
subsidiary, and improved management of operations and working capital.
Other income includes earnings on invested cash balances, gains on the sale of
assets and income on notes receivable.
Income tax expense is being accrued for the year at the rate of 38.5% although
quarter to quarter fluctuations may occur.
-6-
<PAGE> 9
As a result of these factors, quarterly earnings from continuing operations were
$33,000 or $0.01 per share, compared to $61,000 or $0.01 per share for the same
period last year. Earnings from continuing operations were $864,000 or $0.19 per
share for the first nine months of fiscal 1999, compared to $582,000 or $0.13
per share for the comparable period last fiscal year.
In the second quarter of fiscal 1997, the Company began accounting for the
Company's former food processing business as a discontinued operation. On May 1,
1998, Outlook Foods was sold and therefore is not reported in fiscal 1999
results. Outlook Foods operations resulted in a net loss of $43,000 in the third
quarter of fiscal 1998, and a net loss of $33,000 in the first nine months of
fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
As shown in the Condensed Consolidated Statements of Cash Flows, the ending cash
balance decreased $2.3 million from the beginning of this nine-month period to
the end.
Operating activities provided $2.0 million of increased cash during the first
nine months. Cash from profitable operations before depreciation generated $3.8
million. Further cash of $1.6 million was generated from the collection of
accounts receivable and income tax refunds. These operating sources of cash were
offset by a $3.0 million reduction of accounts payable and accrued liabilities
and a $400,000 increase of inventories and prepaid assets.
Investing activities represent the acquisition of $2.9 million in plant and
equipment for the purpose of increasing productivity and increasing capacity of
the core business. Approximately $700,000 relates to expanded capabilities in
direct mail services, $500,000 relates to increased sheeting capabilities and
$900,000 relates to expanded labeling capabilities.
Cash was also used to reduce the Company's long-term debt by approximately $1.3
million. As of the quarter end, the company was in compliance with all of its
loan covenants.
The Company regularly reassesses how its various operations complement the
Company as a whole and considers strategic decisions to acquire new operations
or expand, terminate or sell certain existing operations. These reviews resulted
in various transactions during fiscal 1998, and may result in additional
transactions during fiscal 1999 and beyond.
YEAR 2000 COMPLIANCE
The Company has taken, and is continuing to take, actions intended to assure
that its computer systems and other equipment are capable of functioning in, and
processing for, periods for the Year 2000 and beyond. The Company has
implemented a program intended to address, on a timely basis, "Year 2000
Compliance" (the need for computer applications and other systems used by the
Company to function in and after the Year 2000 and to recognize and properly
perform date sensitive functions involving dates after December 31, 1999.)
During the third quarter, the Company continued to implement its scheduled plan
to upgrade its existing production and financial reporting systems. In addition,
the Company tested additional equipment for compliance, met with certain key
customers and suppliers to discuss potential issues, and continued to monitor
whether contingency plans are needed. Software upgrades were installed in
mid-March and the systems will be tested during the fourth quarter.
Based on the current status of the Company's compliance efforts, the costs
associated with identified Year 2000 compliance issues are not expected to have
a material effect on the results of operations or on the financial condition of
the Company. The Company has developed implementation plans with its software
vendors to upgrade to software versions that are Year 2000 compliant. In
addition, the Company has reviewed, or is in process of reviewing, equipment
that uses computerized controls or imbedded processors, to help assure that such
equipment will function properly in the Year 2000 and beyond. The Company has
not, to date, identified deficiencies which it believes cannot be corrected or
which will have a material effect, either financially or operationally, on the
Company. The Company
-7-
<PAGE> 10
believes that the upgrades will allow it to address Year 2000 related issues of
these systems on a timely basis; however, successful implementation is subject
to future events, including third party performance of these agreements. To the
extent it believes appropriate, the Company has had such discussions as believed
appropriate with suppliers of this equipment and has confirmed Year 2000
compliance with key suppliers and customers.
Given its present understanding of potential Year 2000 problems, the Company
believes that if compliance is not achieved, the largest problem the Company
might experience is a delay in obtaining production and financial reporting
information. Since computer software vendors have not indicated potential
problems with the software upgrades the Company has not yet developed specific
contingency plans, but will do so later in calendar 1999 if circumstances would
require. The Company will test the upgrades during the fourth quarter of its
fiscal year.
At this time, the Company does not expect that the reasonably foreseeable
consequences of Year 2000 compliance will have material effects on the Company's
business, operations or financial condition. However, Year 2000 compliance has
many elements and potential consequences, some of which may not be foreseeable.
Therefore, there can be no assurance that unforeseen circumstances will not
arise, or that the Company will not in the future identify equipment or systems
which are not Year 2000 compliant.
GENERAL FACTORS
Because of the project-oriented nature of the Company's business, the Company's
largest customers have historically tended to vary from year to year depending
on the number and size of the projects completed for these customers, and the
Company is dependent upon its ability to retain, and obtain new, customers.
Changes in the Company's project mix and timing of projects make predictability
of the Company's future results very difficult. Customers generally purchase the
Company's services under cancelable purchase orders rather than long-term
contracts, although exceptions sometimes occur when the Company is required to
purchase substantial inventories or special machinery to meet orders. The
Company believes that operating without long-term contracts is consistent with
industry practices, although it increases the Company's vulnerability to losses
of business and significant period-to-period changes.
The Company uses complex and specialized equipment and systems to provide and
support its services. Therefore, the Company is dependent upon the functioning
of such machinery, and its ability to acquire and maintain appropriate
equipment. As discussed above, the Company is also required to take future
action to address Year 2000 related issues, which could materially adversely
affect the Company if not implemented successfully on a timely basis.
As do other companies, the Company has significant accounts receivable or other
amounts due from its customers. From time to time, certain of these accounts
receivable or other amounts due have become unusually large and/or overdue, and
on occasion the Company has taken significant write-offs relating to accounts
receivable. The failure of the Company's customers to pay in full amounts due to
the Company would affect future profitability.
In addition, the Company's business requires it to maintain substantial
inventories. From time to time, changes in customer projects or Company services
can render certain inventories obsolete, and from time to time the Company has
taken substantial write-offs of obsolete inventories. The need to take such
write-offs in the future may affect future profitability and depends upon
changing customer requirements and other factors beyond the Company's control.
-8-
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Company's risk-management activities may
include forward-looking statements that involve risk and uncertainties. Actual
results could differ materially from those discussed.
The Company has financial instruments, including notes receivable and long-term
debt, which are sensitive to changes in interest rates. However, the Company
does not use any interest-rate swaps or other types of derivative financial
instruments to limit its sensitivity to changes in interest rates because of the
relatively short-term nature of its notes receivable and variability of interest
rates on certain of its long-term debt.
The Company does not believe there has been any material changes in the reported
market risks faced by the Company since the end of its most recent fiscal year,
May 31, 1998.
-9-
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits: See attached Exhibit Index, which is incorporated by
reference herein.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter for which this
report is filed.
-10-
<PAGE> 13
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.
OUTLOOK GROUP CORP.
-------------------
(Registrant)
/s/ Richard C. Fischer
Dated: April 12, 1999 -------------------------------------------
Richard C. Fischer, Chairman and Chief
Executive Officer
/s/ Paul M. Drewek
-------------------------------------------
Paul M. Drewek, Chief Financial Officer
<PAGE> 14
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.
OUTLOOK GROUP CORP.
-------------------
(Registrant)
Dated: April 12, 1999 -------------------------------------------
Richard C. Fischer, Chairman and Chief
Executive Officer
-------------------------------------------
Paul M. Drewek, Chief Financial Officer
<PAGE> 15
OUTLOOK GROUP CORP.
(the "Company")
EXHIBIT INDEX
to
Report on Form 10-Q for Quarter Ended February 26, 1999
--------------------------------
Exhibit Filed
No. Description Herewith
- ------- ----------- --------
27 Financial Data Schedule X
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 4-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> DEC-01-1998
<PERIOD-END> FEB-26-1999
<CASH> 502
<SECURITIES> 0
<RECEIVABLES> 10,433
<ALLOWANCES> 1,418
<INVENTORY> 5,762
<CURRENT-ASSETS> 20,175
<PP&E> 51,388
<DEPRECIATION> 25,886
<TOTAL-ASSETS> 49,933
<CURRENT-LIABILITIES> 6,888
<BONDS> 0
0
0
<COMMON> 51
<OTHER-SE> 34,096
<TOTAL-LIABILITY-AND-EQUITY> 49,933
<SALES> 14,871
<TOTAL-REVENUES> 14,871
<CGS> 12,646
<TOTAL-COSTS> 14,846
<OTHER-EXPENSES> 0
<LOSS-PROVISION> (252)
<INTEREST-EXPENSE> 143
<INCOME-PRETAX> 54
<INCOME-TAX> 21
<INCOME-CONTINUING> 33
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
