UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
____________________
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 2, 1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _________ to __________
_________________
Commission file number: 0-23574
PETCO ANIMAL SUPPLIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0479906
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9125 Rehco Road, San Diego, California 92121
(Address of principal executive office) (Zip Code)
(619) 453-7845
(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 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 ___
(Indicate the number of shares of each of the registrant's classes of common
stock, as of the latest practicable date.)
Title Date Outstanding
Common Stock, $.0001 Par Value September 8, 1997 19,018,175
PETCO Animal Supplies, Inc.
Form 10-Q
For the Quarter Ended August 2, 1997
Index
Part I Financial Information Page
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at February 1, 1997
and August 2, 1997 3
Consolidated Statements of Operations for the thirteen
and twenty-six weeks ended August 3, 1996 and
August 2, 1997 4
Consolidated Statements of Cash Flows for the twenty-six
weeks ended August 3, 1996 and August 2, 1997 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
Part II Other Information
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PETCO ANIMAL SUPPLIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except shares)
<TABLE>
<S> <C> <C>
February 1, August 2,
1997 1997
ASSETS (unaudited)
Current assets:
Cash and cash equivalents $ 42,932 $ 6,992
Receivables 7,212 10,855
Inventories 68,498 86,005
Other current assets 1,976 2,939
Total current assets 120,618 106,791
Fixed assets, net 96,374 113,562
Goodwill 42,408 40,878
Deferred tax assets 19,071 19,071
Other assets 1,877 1,701
$280,348 $282,003
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 36,090 $ 35,057
Accrued expenses 17,067 19,935
Accrued salaries and employee benefits 9,096 9,211
Revolving credit facility -- --
Current portion of capital lease and
other obligations 4,575 4,460
Total current liabilities 66,828 68,663
Capital lease and other obligations,
excluding current portion 14,102 13,219
Accrued store closing costs 8,691 6,747
Deferred rent 6,103 6,995
Stockholders' equity:
Common stock, $.0001 par value, 100,000,000
shares authorized, 18,609,978 and
18,995,302 shares issued and outstanding,
respectively 2 2
Additional paid-in capital 236,766 240,513
Accumulated deficit (52,144) (54,136)
Total stockholders' equity 184,624 186,379
_______ _______
$280,348 $282,003
</TABLE>
See accompanying notes to consolidated financial statements
PETCO ANIMAL SUPPLIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands, except share data)
<TABLE>
<S> <C> <C> <C> <C>
Thirteen weeks ended Twenty-six weeks ended
August 3, August 2, August 3, August 2,
1996 1997 1996 1997
Net sales $ 120,585 $ 148,871 $ 231,687 $ 292,292
Cost of sales and
occupancy costs 89,358 109,746 173,296 217,341
Gross profit 31,227 39,125 58,391 74,951
Selling, general, and
administrative expenses 26,602 31,352 51,040 63,212
Merger and business integration
costs 14,945 9,441 14,945 9,441
Operating income (loss) (10,320) (1,668) (7,594) 2,298
Interest income (expense) 277 (272) (7) (310)
Earnings (loss) before
income taxes (10,043) (1,940) (7,601) 1,988
Income taxes (benefit) (3,304) (78) (2,395) 1,513
Net earnings (loss) $ (6,739) $ (1,862) $ (5,206) $ 475
Net earnings (loss) per common
and common equivalent share $ (0.36) $ (0.10) $ (0.30) $ 0.03
Weighted average number of
common and common equivalent
shares outstanding 18,509,248 18,901,532 17,159,198 18,757,640
</TABLE>
See accompanying notes to consolidated financial statements
PETCO ANIMAL SUPPLIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<S> <C> <C>
Twenty-six weeks ended
August 3, August 2,
1996 1997
Cash flows from operating activities:
Net earnings (loss) $ (5,206) $ 475
Depreciation and amortization 7,070 9,691
Deferred taxes (2,256) --
Changes in assets and liabilities:
Receivables (105) (3,643)
Inventories (10,200) (16,269)
Other current assets (574) (963)
Other assets (353) 208
Accounts payable (3,176) (2,920)
Accrued expenses 1,961 1,621
Accrued salaries and employee benefits 327 115
Accrued store closing costs 2,322 (1,443)
Deferred rent (1,373) 762
Other 270 493
Net cash used in operating activities (11,293) (11,873)
Cash flows from investing activities:
Additions to fixed assets (16,369) (23,891)
Net cash invested in acquisitions of businesses (7,788) --
Net cash used in investing activities (24,157) (23,891)
Cash flows from financing activities:
Repayment of capital lease and other obligations (866) (2,288)
Proceeds from the issuance of common stock 79,188 1,704
Distributions to shareholders (516) --
Net cash provided by (used in) financing
activities 77,806 (584)
Net increase(decrease) in cash and cash equivalents 42,356 (36,348)
Cash and cash equivalents at beginning of year 15,740 42,932
Cash and cash equivalents at beginning of year
of immaterial pooling of interests -- 408
Cash and cash equivalents at end of period $ 58,096 $ 6,992
</TABLE>
See accompanying notes to consolidated financial statements
PETCO ANIMAL SUPPLIES, INC.
Notes to Consolidated Financial Statements
Note 1 - General
In the opinion of management of Petco Animal Supplies, Inc. (the "Company" or
"PETCO"), the unaudited consolidated financial statements contain all
adjustments, consisting of normal recurring adjustments, necessary to
present the
financial position, results of operations and cash flows as of August 2, 1997,
and for the periods ended August 3, 1996 and August 2, 1997. Because of the
seasonal nature of the Company's business, the results of operations for the
thirteen and twenty-six weeks ended August 3, 1996 and August 2, 1997, are not
necessarily indicative of the results to be expected for the full year. The
Company's fiscal year ends on the Saturday closest to January 31, resulting in
years of either 52 or 53 weeks. All references to a fiscal year refer to the
fiscal year ending on the Saturday closest to January 31 of the following
year.
For example, references to fiscal 1996 refer to the fiscal year beginning on
February 4, 1996 and ending on February 1, 1997. For further information, refer
to the consolidated financial statements and footnotes thereto for fiscal 1996
included in the Company's Form 10-K Annual Report (File No. 0-23574) filed with
the Securities and Exchange Commission on April 30, 1997.
Note 2 - Acquisitions
During fiscal 1996, the Company completed two acquisitions of retailers of pet
food and supplies in transactions accounted for as purchases. The aggregate
fair
market value of assets acquired was $14,433 and assumed liabilities were $1,384
with $13,049 of net cash invested in the acquisition of these businesses. The
excess of the aggregate cost over the fair market value of net assets acquired
was $11,293 which was recorded as goodwill and is being amortized over fifteen
years. The consolidated financial statements include the operating results
from
the closing date for each respective purchase acquisition.
The Company acquired eight pet food and supply stores operated under the
tradename Pet Nosh in July 1996 in a transaction accounted for as a pooling of
interests. All prior period financial statements have previously been restated
for this acquisition.
The company acquired four pet food and supply stores operated under the
tradename
PETS USA in October 1996 and thirty-two pet food and supply stores operated
under
the tradename Pet Food Warehouse in December 1996 (collectively, the "Pooled
Companies"), with these acquisitions accounted for as poolings of interests.
Consolidated financial statements for the periods presented have been
restated to
include the financial position and results of operations and cash flows of the
Pooled Companies.
Net sales and net earnings (loss) for PETCO and the Pooled Companies for the
periods preceding the acquisitions were as follows:
Pooled
PETCO Companies Combined
Thirteen weeks ended August 3, 1996
Net sales $103,571 $ 17,014 $120,585
Net earnings (loss) (7,050) 311 (6,739)
Twenty-six weeks ended August 3, 1996
Net sales 197,272 34,415 231,687
Net earnings (loss) (5,917) 711 (5,206)
In July 1997, the Company acquired four pet food and supply stores operated
under
the tradename Super Pets. This acquisition was accounted for as a pooling of
interests with its financial position and results of operations and cash flows
for the thirteen weeks ended August 2, 1997 included in the accompanying
consolidated financial statements. Previously reported financial
statements have
not been restated to include results of the acquired company's operations as
revenues and results of operations prior to the acquisition were not
material to
the consolidated financial results of the Company.
Distributions to shareholders reflected in the accompanying Consolidated
Statements of Cash Flows are related to activities of acquired companies.
Following the acquisition of Pet Nosh in July 1996, the Company recorded merger
and business integration costs of $14.9 million during the thirteen weeks ended
August 3, 1996. These costs include transaction costs, costs attributable to
lease cancellation and closure of duplicate or inadequate facilities and
activities, facility conversion costs, cancellation of certain contractual
obligations and other integration costs.
Following the acquisitions in the latter part of the prior year and Super Pets
during July 1997, the Company recorded merger and business integration costs of
$9.4 million during the thirteen weeks ended August 2, 1997. These costs
include
transaction costs, costs attributable to lease cancellation and closure of
duplicate or inadequate facilities and activities, facility conversion costs,
cancellation of certain contractual obligations and other integration costs.
Note 3 - Net Earnings (Loss) Per Share
Net earnings (loss) per common and common equivalent share are computed by
dividing net earnings (loss) by the weighted average number of common and
common
equivalent shares outstanding during the period.
For the thirteen and twenty-six weeks ended August 3, 1996 and August 2, 1997,
common equivalent shares were not included as their effect would not be
materially dilutive.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results
of Operations
General
The Company currently utilizes both superstore and traditional store
formats and
follows a strategy of converting and expanding its store base from a
traditional
store format to a superstore format. As a result of this strategy, the Company
has opened and acquired superstores, has expanded, remodeled, and relocated
traditional stores into superstores, collectively referred to as
conversions, and
has closed underperforming stores. At August 2, 1997, the Company operated 346
stores, including 294 superstores, in 22 states and the District of Columbia.
At
August 3, 1996, the Company operated 301 stores, of which 233 were superstores.
As a result of the Company's plan to open approximately 40 superstores this
year,
including conversions of existing traditional stores into superstore formats
and
excluding acquisitions, the Company anticipates certain costs to increase as a
percentage of sales in the near term. In addition, the timing of new
superstore
openings and related preopening expenses and the amount of revenue
contributed by
new and existing superstores may cause the Company's quarterly results of
operations to fluctuate. The Company expects continued downward pressure on
its
gross profit as a percentage of sales from higher occupancy costs in new stores
and increased competitive pressures in certain markets. This trend should be
offset, however, by increased sales from maturing stores and the benefit of
expanded merchandise assortments in existing stores. Increased payroll,
advertising and other store level expenses as a percentage of sales in new
stores
should also contribute to lower store operating margins. In addition, the
Company
charges preopening costs associated with each new superstore to earnings as
incurred. Therefore, the Company expects that the opening of a large number of
new superstores in a given quarter may adversely impact its quarterly
results of
operations for that quarter.
The Company assumed lease obligations and purchased all tangible personal
property and inventory used in connection with eight pet food and supply stores
operated under the tradename P.T. Moran in March 1996 and ten pet food and
supply
stores operated under the tradename Pet Supply Warehouse in January 1997. The
Company also acquired eight pet food and supply stores operated under the
tradename Pet Nosh in July 1996, four pet food and supply stores operated under
the tradename PETS USA stores in October 1996, thirty-two pet food and supply
stores operated under the tradename Pet Food Warehouse in December 1996, and
four pet food and supply stores operated under the tradename Super Pets in July
1997, all of which were accounted for as poolings of interests. Although the
Company does not expect the results of these stores to be dilutive to fiscal
1997
operating results, there can be no assurances these stores can achieve their
anticipated profitability.
The Company's business is also subject to some seasonal fluctuations.
Historically, the Company has realized a higher portion of its net sales during
the fourth quarter and a lower portion of its net sales in the third quarter.
Results of Operations
Second Quarter 1997 Compared to Second Quarter 1996
Net sales increased 23.5% to $148.9 million for the thirteen weeks ended August
2, 1997 ("second quarter 1997") from $120.6 million for the thirteen weeks
ended
August 3, 1996 ("second quarter 1996"). The increase in net sales in second
quarter 1997 resulted primarily from the addition of 71 superstores, including
the conversion of 20 traditional stores into superstores, and was partially
offset by the closing of 26 stores in the past year, and a comparable store net
sales increase of 12.4%. The comparable store net sales increase was
attributable to maturing superstores, increased advertising and expanded
merchandise assortments in existing stores. The net increase in the Company's
store base accounted for approximately $17 million, or 60.1% of the net sales
increase, and $11.3 million, or 39.9% of the net sales increase, was
attributable
to the increase in comparable store net sales.
Gross profit, defined as net sales less cost of sales including occupancy
costs,
increased $7.9 million to $39.1 million in second quarter 1997 from $31.2
million
in second quarter 1996. As a percentage of sales, gross profit increased
to 26.3%
in second quarter 1997 from 25.9% in second quarter 1996. This increase
reflects
greater purchasing leverage during the current period.
Selling, general and administrative expenses increased $4.8 million to $31.4
million in second quarter 1997 from $26.6 million in the same period last year.
Selling, general and administrative expenses increased primarily as a result of
higher personnel and related costs associated with new store openings and
acquisitions. As a percentage of net sales, these expenses decreased to
21.1% in
second quarter 1997 from 22.1% in second quarter 1996 primarily due to better
cost controls at the store level during the current period.
Merger and business integration costs of $9.4 million were recorded in second
quarter 1997 following the acquisitions of Pet Food Warehouse, Pet Supply
Warehouse and Pets USA in the latter part of the prior year and Super Pets
during
the second quarter 1997. Merger and business integration costs of $14.9 million
were recorded in second quarter 1996 following the acquisition of P.T. Moran,
Pet
Nosh and leases of four former Herman's Sporting Goods locations.
Operating loss in second quarter 1997 was $1.7 million compared to an operating
loss of $10.3 million in second quarter 1996. Operating income, excluding
merger
and business integration costs, on a comparable basis, increased to $7.8
million
in second quarter 1997 from $4.6 million in second quarter 1996 and
increased as
a percentage of net sales to 5.2% in second quarter 1997 from 3.8% in second
quarter 1996.
Net interest expense was $0.3 million for the second quarter 1997 compared
to net
interest income of $0.3 million for the second quarter 1996.
Income tax benefit was $0.1 million in second quarter 1997, compared to $3.3
million in second quarter 1996. Income tax benefit reflects the benefit of the
loss before income taxes for the second quarter 1997 and 1996.
Net loss was $1.9 million for the second quarter 1997 compared with a net
loss of
$6.7 million for the same period last year. Net earnings, excluding merger and
business integration costs and related tax benefits, on a comparable basis,
increased 55% to $4.5 million, or $0.24 per share, for the second quarter 1997
compared to $2.9 million, or $0.16 per share, for the second quarter 1996.
Twenty-six Weeks Ended August 2, 1997 Compared to Twenty-six Weeks Ended August
3, 1996
Net sales increased 26.2% to $292.3 million for the twenty-six weeks
ended August
2, 1997 from $231.7 million for the twenty-six weeks ended August 3, 1996. The
increase in net sales resulted primarily from the addition of 71 superstores,
including the conversion of 20 traditional stores into superstores, and was
partially offset by the closing of 26 stores in the past year, and a comparable
store net sales increase of 13.2%. The comparable store net sales increase was
attributable to maturing superstores, increased advertising and expanded
merchandise assortments in existing stores. The net increase in the Company's
store base accounted for approximately $37.4 million, or 61.7% of the net sales
increase, and $23.2 million, or 38.3% of the net sales increase, was
attributable
to the increase in comparable store net sales.
Gross profit increased $16.6 million, or 28.4%, to $75.0 million for the twenty-
six weeks ended August 2, 1997 from $58.4 million for the same period
last year.
As a percentage of net sales, gross profit increased to 25.6% for the
twenty-six
weeks ended August 2, 1997 from 25.2% for the same period last year. This
increase reflects greater purchasing leverage during the current period.
Selling, general and administrative expenses increased $12.2 million, or 23.9%,
to $63.2 million for the twenty-six weeks ended August 2, 1997 compared
to $51.0
million for the same period last year. Selling, general and administrative
expenses increased primarily as a result of higher personnel and related costs
associated with new store openings and acquisitions. As a percentage of net
sales, these expenses decreased to 21.6% for the twenty-six weeks ended
August 2,
1997 from 22.0% for the same period last year primarily due to increased
leverage
of general and administrative expenses.
Merger and business integration costs of $9.4 million were recorded in the
twenty-six weeks ended August 2, 1997 following the acquisition of Pet Food
Warehouse, Pet Supply Warehouse and Pets USA in the latter part of the prior
year
and Super Pets in the second quarter 1997. Merger and business integration
costs
of $14.9 million were recorded in the twenty-six weeks ended August 3, 1996
following the acquisition of P.T. Moran, Pet Nosh, and leases of four former
Herman's Sporting Goods locations.
Operating income was $2.3 million for the twenty-six weeks ended
August 2, 1997,
compared to an operating loss of $7.6 million in the prior year. Operating
income, excluding merger and business integration costs, on a comparable basis,
increased to $11.7 million for the twenty-six weeks ended August 2, 1997 from
$7.4 million for the same period last year. Operating income, excluding merger
and business integration costs, on a comparable basis, increased to 4.0% of net
sales for the twenty-six weeks ended August 2, 1997 from 3.2% for the same
period
last year.
Net interest expense was $0.3 million for the twenty-six weeks ended August 2,
1997. Interest income wholly offset interest expense for the same period
in the
prior year.
Income taxes were $1.5 million in the twenty-six weeks ended August 2, 1997
compared to income tax benefit of $2.4 million in the prior year. Income tax
benefit in the prior year primarily reflects the benefit of the loss before
incomes taxes for the second quarter 1996.
Net earnings were $0.5 million for the twenty-six weeks ended August 2, 1997
compared to a net loss of $5.2 million for the same period of the prior year.
Net earnings, excluding merger and business integration costs and related tax
benefits, on a comparable basis, increased 55% to $6.8 million, or $0.36 per
share, for the twenty-six weeks ended August 2, 1997 compared to net earnings
of
$4.4 million, or $0.26 per share, for the twenty-six weeks ended August 3, 1996.
Liquidity and Capital Resources
The Company has financed its operations and expansion program through internal
cash flow, external borrowings and the sale of equity securities. At August 2,
1997, total assets were $282.0 million, of which $106.8 million were current
assets. Net cash used in operating activities was $11.9 million for the twenty-
six weeks ended August 2, 1997 and $11.3 million for the same period of the
prior
year. The Company's sales are substantially on a cash basis, therefore cash
flow
generated from operating stores provides a source of liquidity to the Company.
The principal use of operating cash is for the purchase of merchandise
inventories. A portion of the Company's inventory purchases is financed
through
vendor credit terms.
The Company uses cash in investing activities to acquire stores, purchase fixed
assets for new and converted stores and, to a lesser extent, to purchase
warehouse and office fixtures, equipment and computer hardware and software in
support of its distribution and administrative functions. During the
twenty-six
weeks ended August 3, 1996 the Company acquired a retailer of pet food and
supplies with net cash of $7.8 invested in the acquisition of this business.
Cash used in investing activities was $23.9 million for the twenty-six weeks
ended August 2, 1997 and $24.2 million for the same period of the prior year.
The Company finances some of its purchases of equipment and fixtures through
capital leases and other obligations. Purchases of $0.7 million and $3.1
million
of fixed assets were financed in this manner during the twenty-six weeks ended
August 2, 1997 and August 3, 1996, respectively. The Company believes that
additional sources of capital lease and other financing are available on a cost-
effective basis and plans to use them, as necessary, in connection with its
expansion program.
The Company's primary long-term capital requirement is
funding for the opening or
acquisition of superstores and the conversion of traditional stores into
superstores. During the twenty-six weeks ended August 3, 1996, net proceeds of
$79.2 million were obtained from the issuance of common stock to provide funds
for the Company's expansion program, the acquisition of related businesses and
for working capital requirements.
The Company has a revolving credit facility with a commitment of up to $40.0
million which expires December 6, 1998. Borrowings under this facility are
unsecured and bear interest, at the Company's option, at either the bank's
reference rate or LIBOR plus 0.375% based on the Company's leverage ratio at
August 2, 1997. At August 2, 1997 the Company had no outstanding borrowings
under this facility. The revolving credit facility contains certain
affirmative
and negative covenants related to debt, interest and fixed charges coverage and
consolidated net worth.
As of February 1, 1997, the Company had available net operating loss
carryforwards of $14.9 million for federal income tax purposes, which begin
expiring in 2004, and $8.9 million for state income tax purposes, which begin
expiring in 1997.
The Company anticipates that funds generated by operations, funds available
under
the revolving credit facility, currently available vendor financing and capital
lease and other financing will be sufficient to
finance its continued operations
and planned store openings for at the least the next twelve months.
Certain Cautionary Statements
Certain statements in this Quarterly Report on Form 10-Q that are not
historical
fact constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve
known and unknown risks, uncertainties and other factors which may cause the
actual results of the Company to be materially different from historical
results
or from any results expressed or implied by such forward-looking statements.
These factors are discussed under the caption "Certain Cautionary
Statements" in
the Company's Annual Report on Form 10-K for the year ended February 2, 1997.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not Applicable
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Company held its Annual Meeting of Stockholders
on June 25,
1997.
(C) The matters voted upon at the meeting and the votes cast with
respect thereto were as follows:
1. Election of directors.
<TABLE>
<S> <C> <C> <C> <C>
Votes Cast Votes Broker
Nominee for Director For Withheld Abstentions Non-Votes
Richard J. Lynch, Jr. 13,742,188 9,584 -- --
James F. McCann 13,742,451 9,321 -- --
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
1. Exhibits
(a) 27.1 Financial Data Schedule (filed electronically only)
2. Reports on Form 8-K
(a) The Company filed no reports on Form 8-K during the thirteen weeks
ended August 2, 1997.
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.
PETCO ANIMAL SUPPLIES, INC.
By: /s/ James M. Myers
James M. Myers
Senior Vice President Finance
and Chief Accounting Officer
Date: September 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-END> AUG-02-1997
<CASH> 6,992
<SECURITIES> 0
<RECEIVABLES> 10,855
<ALLOWANCES> 0
<INVENTORY> 86,005
<CURRENT-ASSETS> 106,791
<PP&E> 113,562
<DEPRECIATION> 0
<TOTAL-ASSETS> 282,003
<CURRENT-LIABILITIES> 68,663
<BONDS> 0
0
0
<COMMON> 2
<OTHER-SE> 186,379
<TOTAL-LIABILITY-AND-EQUITY> 282,003
<SALES> 292,292
<TOTAL-REVENUES> 292,292
<CGS> 217,341
<TOTAL-COSTS> 217,341
<OTHER-EXPENSES> 72,653
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 310
<INCOME-PRETAX> 1,988
<INCOME-TAX> 1,513
<INCOME-CONTINUING> 475
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 475
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
