SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1997
Commission File Number 0-23222
FINISHMASTER, INC.
(Exact Name of Registrant as Specified in its Charter)
Indiana 38-2252096
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
4259 40th Street, SE
Kentwood, Michigan 49512
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (616) 949-7604
Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 13 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.
Yes No
Indicate the number of shares outstanding for each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 1, 1997
Common Stock 5,992,640 shares
================================================================================
<PAGE>
PART I. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
FINISHMASTER, INC.
(in thousands, except share data)
(unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1997 1996
------- -------
CURRENT ASSETS
<S> <C> <C>
Cash $ 301 $ 300
Accounts receivable, net of allowance for doubtful
accounts of $742 and $700, respectively 14,158 12,752
Inventory 20,343 24,828
Prepaid expenses and other current assets 956 1,259
------- -------
TOTAL CURRENT ASSETS 35,758 39,139
PROPERTY AND EQUIPMENT, NET 6,291 6,571
OTHER ASSETS:
Intangible assets, net 18,532 20,357
Other 424 410
------- -------
18,956 20,767
------- -------
$61,005 $66,477
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable, bank $ 156 $ 1,841
Accounts payable 4,360 7,786
Accrued expenses and other current liabilities 3,022 2,554
Current maturities of long-term obligations 3,999 4,139
------- -------
TOTAL CURRENT LIABILITIES 11,537 16,320
LONG-TERM OBLIGATIONS, net of current maturities 15,070 17,831
SHAREHOLDERS' EQUITY:
Preferred Stock, no par value, 1,000,000 shares authorized;
no shares issued or outstanding
Common stock, $1 stated value, 10,000,000 shares authorized,
5,992,640 and 6,000,140 shares issued and
outstanding, respectively 5,993 6,000
Additional paid-in capital 14,465 14,509
Retained earnings 13,940 11,817
------- -------
34,398 32,326
------- -------
$61,005 $66,477
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FINISHMASTER, INC.
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended September 30,
1997 1996
<S> <C> <C>
NET SALES $30,696 $33,399
COST OF SALES 19,539 21,584
------- -------
GROSS PROFIT 11,157 11,815
EXPENSES
Operating 4,739 5,182
Selling, general and administrative 3,903 4,062
Depreciation 311 254
Amortization of intangible assets 746 515
------- -------
TOTAL 9,699 10,013
INCOME FROM OPERATIONS 1,458 1,802
------- -------
Interest expense, net 310 497
------- -------
INCOME BEFORE INCOME TAXES 1,148 1,305
Income tax expense 436 478
------- -------
NET INCOME $ 712 $ 827
======= =======
NET INCOME PER COMMON SHARE $ .12 $ .14
======= =======
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 5,993 6,000
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FINISHMASTER, INC.
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1997 1996
<S> <C> <C>
NET SALES $90,968 $96,521
COST OF SALES 57,610 62,466
------- -------
GROSS PROFIT 33,358 34,055
EXPENSES
Operating 13,998 15,226
Selling, general and administrative 11,647 12,722
Depreciation 873 727
Amortization of intangible assets 2,227 1,388
------- -------
TOTAL 28,745 30,063
------- -------
INCOME FROM OPERATIONS 4,613 3,992
Interest expense, net 1,209 1,264
------- -------
INCOME BEFORE INCOME TAXES 3,404 2,728
Income tax expense 1,281 1,200
------- -------
NET INCOME $ 2,123 $ 1,528
======= =======
NET INCOME PER COMMON SHARE $. 35 $ .25
======= =======
WEIGHTED AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 5,993 6,000
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
FinishMaster, Inc
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
1997 1996
------- -------
OPERATING ACTIVITIES
<S> <C> <C>
Net Income $ 2,123 $ 1,528
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 3,100 2,115
Changes in operating assets and liabilities:
Accounts receivable (1,081) (128)
Inventories 5,021 4,339
Prepaid expenses and other 291 (359)
Accounts payable and other current liabilities (3,733) (4,323)
------- -------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 5,721 3,172
INVESTING ACTIVITIES
Business acquisitions (467) (3,832)
Purchases of property and equipment (616) (1,144)
------- -------
NET CASH USED IN
INVESTING ACTIVITIES (1,083) (4,976)
FINANCING ACTIVITIES
Net borrowings (repayments) under note payable, bank (1,685) (3,396)
Proceeds from long term obligations -- 7,809
Repayment of long term obligations (2,901) (2,359)
Purchase of common stock (51) --
------- -------
NET CASH PROVIDED BY
(USED IN) FINANCING ACTIVITIES (4,637) 2,054
------- -------
INCREASE IN CASH 1 250
CASH AT BEGINNING OF PERIOD 300 538
------- -------
CASH AT END OF PERIOD $ 301 $ 788
======= =======
</TABLE>
The accompanying notes are an integral part of the condensed consolidated
financial statements.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FinishMaster, Inc.
September 30, 1997
NOTE 1 - Basis of Presentation
The condensed consolidated financial statements include the accounts of
FinishMaster, Inc. (the "Company") and its wholly owned subsidiary
Refinishers Warehouse, Inc. All significant intercompany balances and
transactions have been eliminated in consolidation. These condensed
consolidated financial statements are unaudited and have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10
of Regulation S-X. Accordingly, they do not include all of the information
and notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a
fair presentation of the results of the interim periods covered have been
included. For further information, refer to the consolidated financial
statements and notes thereto included in FinishMaster's annual report on
Form 10-K for the nine months ended December 31, 1996. The results of
operations for the interim periods presented are not necessarily indicative
of the results for the full year. Certain reclassifications have been made
to the condensed consolidated financial statements for the nine months
ended September 30, 1996 to conform to the classifications used in the
current year.
NOTE 2 - Subsequent Event
Thompson PBE, Inc., a Delaware corporation ("Thompson"), the Company, and
FMST Acquisition Corporation, a Delaware corporation and wholly owned
subsidiary of the Company ("Acquisition Corporation"), have entered into an
Agreement and Plan of Merger, dated as of October 14, 1997 (the "Merger
Agreement"), providing for the merger of the Acquisition Corporation with
and into Thompson. The Merger Agreement provides for the acquisition of
Thompson through (i) a cash tender offer by the Acquisition Corporation to
acquire all the issued and outstanding shares of Common Stock of Thompson,
par value $.001 per share, and the stock purchase rights associated
therewith (collectively, the "Shares"), for $8.00 per Share and (ii) a
merger pursuant to which the Acquisition Corporation will merge with and
into Thompson. The Boards of Directors of Thompson, the Company and the
Acquisition Corporation have each approved the merger of the Acquisition
Corporation with and into Thompson following consummation of the tender
offer upon the terms and subject to the conditions set forth in the Merger
Agreement. The tender offer expires at midnight on November 18, 1997
followed by the consummation of the transaction on November 19, 1997. The
Company currently intends to account for the transaction under the purchase
method of accounting.
NOTE 3 - Income Taxes
The effective tax rate for the nine months ended September 30, 1996 is
higher than that of the nine months ended September 30, 1997 due to the
impact on income tax expense of tax bases of certain states.
NOTE 4 - Change in Fiscal Year
As previously reported, during the year ended December 31, 1996, the
Company changed its fiscal year-end from March 31 to a calendar year-end.
Consequently, unaudited financial statements for the nine months ended
September 30, 1996 have not been previously reported.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FinishMaster, Inc.
September 30, 1997
RESULTS OF OPERATIONS
Net sales. Net sales decreased $2.7 million, or 8.1%, from $33.4 million for the
three months ended September 30, 1996 to $30.7 million for the three months
ended September 30, 1997. Net sales decreased $5.6 million, or 5.7%, from $96.5
million for the nine months ended September 30, 1996 to $91.0 million for the
nine months ended September 30, 1997. The sales decrease is a result of the loss
of certain low-margin business and relatively flat industry market conditions.
Gross profit. Gross profit decreased from $11.8 million to $11.2 million but
increased as a percentage of net sales from 35.4% to 36.3% for the three month
period ended September 30, 1997 compared to the three month period ended
September 30, 1996. Gross profit decreased from $34.1 million to $33.4 million
but increased as a percentage of net sales from 35.3% to 36.7% for the nine
month period ended September 30, 1997, compared to the nine month period ended
September 30, 1996. The gross profit percentage increased due to maximizing
volume purchasing incentives, cash payment discounts and other purchasing
programs.
Operating expenses. Operating expenses decreased from $5.2 million to $4.7
million, and as a percentage of net sales from 15.5% to 15.4%, for the three
month period ended September 30, 1997 compared to the three month period ended
September 30, 1996. For the nine month period ended September 30, 1997,
operating expenses decreased from $15.2 million to $14.0 million, and as a
percentage of net sales from 15.8% to 15.4%, compared to the nine month period
ended September 30, 1996. This decrease in operating expenses and as a
percentage of net sales is the result of the Company's cost improvement
activities, including, but not limited to, a decrease in delivery vehicles,
staffing reductions, and streamlining of operating activities. The Company's
closure of a distribution center in Texas in the first quarter of 1997 also
contributed to the decrease in operating expenses. Operating expenses consist of
wages, benefits, building, and vehicle costs for the sales outlets and the
distribution center.
Selling, general and administrative. Selling, general and administrative
expenses decreased from $4.1 million to $3.9 million, but increased as a
percentage of net sales from 12.2% to 12.7%, for the three month period ended
September 30, 1997 compared to the three month period ended September 30, 1996.
This increase in selling, general and administrative expenses, as a percentage
of net sales is due to the effect of fixed costs on the reduced sales volume.
For the nine month period ended September 30, 1997, selling, general and
administrative expenses decreased from $12.7 million to $11.6 million, and as a
percentage of net sales from 13.2% to 12.8%, compared to the nine month period
ended September 30, 1996. This decrease in selling, general and administrative
expenses and as a percentage of net sales is the result of the Company's cost
improvement activities, including, but not limited to, a reduction in
professional programs, personnel reductions, and productivity improvements.
General and administrative expenses consist of corporate support staff and
expenses for marketing, data processing, accounting, credit, purchasing and
human resources. Selling expenses include sales commissions, wages, and expenses
supporting customer sales activity.
Depreciation and amortization of intangible assets. Depreciation expense
remained constant at $0.3 million and increased as a percentage of net sales
from at 0.8% to 1.0%, for the three month period ended September 30, 1997
compared to the three month period ended September 30, 1996. For the nine month
period ended September 30, 1997, depreciation expense increased from $0.7
million to $0.9 million, and as a percentage of net sales from 0.8% to 1.0%,
compared to the nine month period ended September 30, 1996. The increase is
attributable to the acquisition of additional depreciable assets to increase
efficiencies in operations as well as depreciable assets acquired in connection
with sales outlet acquisitions. Amortization expense increased from $0.5 million
to $0.7 million, and as a percentage of net sales from 1.5% to 2.4%, for the
three month period ended September 30, 1997, compared to the three month period
ended September 30, 1996. For the nine month period ended September 30, 1997,
amortization expense increased from $1.4 million to $2.2 million, and as a
percentage of net sales from 1.4% to 2.4%, compared to the nine month period
ended September 30, 1996. The increase is attributable to the acquisition of
certain additional intangibles and revisions to the estimated lives of certain
intangibles.
<PAGE>
Interest expense. Interest expense decreased from $0.5 million to $0.3 million
for the three month period ended September 30, 1997 compared to the three month
period ended September 30, 1996. For the nine month period ended September 30,
1997, interest expense decreased from $1.3 million to $1.2 million compared to
the nine month period ended September 30, 1996. The decrease is a result of a
lower line of credit balance which was paid down due to increased cash flow from
operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity and capital resources can be significantly affected by
its acquisition activity. Acquisitions typically are financed by a combination
of internally generated cash flow, seller financing, and borrowings under the
Company's loan facilities. The Company had working capital of $24.2 million at
September 30, 1997 compared to $23.7 million at September 30, 1996. In addition,
the Company has a credit agreement which provides for borrowings in the
aggregate of $25.0 million. The Company had available $12.5 million and $8.8
million for working capital and acquisitions under this credit facility at
September 30, 1997 and September 30, 1996, respectively.
The Company's operating activities generated $5.7 million of cash during the
nine months ended September 30, 1997; and generated $3.2 million in the same
period of the prior year. The increase in cash generated from operating
activities is primarily attributable to an increase in earnings before
depreciation and amortization of approximately $1.6 million and a decrease in
inventory of approximately $5.0 million, offset in part by a decrease in
accounts payable of approximately $3.4 million. The decrease in inventory is the
result of the subsequent sell down of major inventory purchases made prior to
March 1, 1997 in anticipation of vendor price increases, as well as Company-wide
efforts to reduce inventory. Accounts payable declined as the Company continued
to use operating cash flows to take advantage of favorable cash discount terms
and vendor price protection programs which support the Company's margin
enhancement efforts.
The Company continues to seek selective acquisitions in strategic locations that
will complement its focus on earnings growth and continuous improvement. In the
nine months ended September 30, 1997 the Company used $0.5 million for business
acquisitions compared to $3.8 million used in the same period of the prior year.
The Company's financing activities used cash totaling $4.6 million during the
nine months ended September 30, 1997 to repay working capital loans, previously
borrowed to fund major inventory purchases, and to repay long term loans. In the
nine months ended September 30, 1996 financing activities generated $2.1
million. These financing activities were comprised of approximately $7.8 million
of term debt proceeds from the Company's loan facilities, payments of
approximately $2.4 on long term obligations, and payments of $3.4 million on
working capital loans previously borrowed to fund major inventory purchases.
The Company believes its cash and other liquid resources, cash flow generated
from operating activities, and the available lines of credit will be sufficient
to support operations and general capital requirements for the next twelve
months.
<PAGE>
RECENT DEVELOPMENTS
Thompson PBE, Inc., a Delaware corporation ("Thompson"), the Company, and FMST
Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of
the Company ("Acquisition Corporation"), have entered into an Agreement and Plan
of Merger, dated as of October 14, 1997 (the "Merger Agreement"), providing for
the merger of the Acquisition Corporation with and into Thompson. The Merger
Agreement provides for the acquisition of Thompson through (i) a cash tender
offer by the Acquisition Corporation to acquire all the issued and outstanding
shares of Common Stock of Thompson, par value $.001 per share, and the stock
purchase rights associated therewith (collectively, the "Shares"), for $8.00 per
Share and (ii) a merger pursuant to which the Acquisition Corporation will merge
with and into Thompson. The Boards of Directors of Thompson, the Company and the
Acquisition Corporation have each approved the merger of the Acquisition
Corporation with and into Thompson following consummation of the tender offer
upon the terms and subject to the conditions set forth in the Merger Agreement.
FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS
This Report contains certain forward-looking statements pertaining to, among
other things, the Company's future results of operations, cash flow needs and
liquidity, acquisitions and other aspects of its business. Similar
forward-looking statements may be made by the Company from time to time. These
statements are based largely on the Company's current expectations and are
subject to a number of risks and uncertainties. Actual results could differ
materially from these forward-looking statements. Important factors to consider
in evaluating such forward-looking statements include changes in external market
factors, changes in the Company's business strategy or an inability to execute
its strategy due to changes in its industry or the economy generally,
difficulties associated with assimilating acquisitions, the emergence of new or
growing competitors, seasonal and quarterly fluctuations, governmental
regulation, the potential loss of key suppliers, and various other competitive
factors. In light of these risks and uncertainties, there can be no assurance
that the forward-looking statements contained in this Report will in fact occur.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information and Events
None
Item 6. Exhibits and Reports on Form 8-K
The following exhibits, unless otherwise indicated, have been filed as exhibits
to Form S-1 Registration Statement, No. 33-73804, effective date of February 22,
1994, or as exhibits filed by the Registrant, and are hereby incorporated by
reference.
Exhibit
No. Description of Document
2.1 Agreement and Plan of Merger by and between
FinishMaster, Inc., a Michigan corporation, and
FinishMaster, Inc., an Indiana corporation, dated
November 12, 1996
3.1 Articles of Incorporation of FinishMaster, Inc., an
Indiana corporation
3.2 Bylaws of FinishMaster, Inc., an Indiana corporation
10.1 Deferred Compensation Agreement dated April 1, 1977
by and between the Company and James F. White
10.11 Amendment to Deferred Compensation Agreement dated
December 15, 1995 by and between the Company and
James F. White(incorporated by reference to Form 10-Q
dated December 31, 1995)
10.12 Loan Agreement dated June 7, 1990 between the Company
and FB Annuity Company relating to the purchase of
the Company's Kentwood, Michigan central distribution
facility
10.13 FinishMaster Inc. Stock Option Plan
10.14 Stock Transfer Agreement dated November 30, 1993
between the Company and Maxco, Inc.
10.15 Intercompany Agreement dated December 31, 1993
between the Company and Maxco, Inc.
10.16 Credit Agreement dated August 24, 1995 between the
Company and National Bank of Detroit to fund
acquisitions and working capital
requirements(incorporated by reference to Form 10-Q
dated September 30, 1995)
10.17 Amendment to Credit Agreement dated July 1, 1996
10.18 Amendment to Credit Agreement dated February 18, 1997
11.1* Statement regarding computation of per share earnings
21.1 Subsidiary of the Registrant
27.1* Financial Data Schedule
* Filed herewith
No reports on Form 8-K were filed during the quarter.
<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.
FINISHMASTER, INC.
Date November 13, 1997 \S\ THOMAS U. YOUNG
----------------------------------- -----------------------------------
Thomas U. Young, President
(Chief Operating Officer)
\S\ROGER A. SOROKIN
----------------------------------
Roger A. Sorokin,
Vice President-Finance
(Chief Financial and
Accounting Officer)
FINISHMASTER INC.
EXHIBIT 11.1-STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended
September 30,
(unaudited)
- ----------------------------------------------------------------- -----------------------------------
NET INCOME FOR COMPUTATION
OF PER SHARE AMOUNTS 1997 1996
- ----------------------------------------------------------------- ----------------- -----------------
Net Income attributable to common stock--primary
<S> <C> <C>
and fully diluted $ 712,000 $ 827,000
=========== ===========
PRIMARY
- -----------------------------------------------------------------
Average shares outstanding 5,992,640 6,000,140
Net effect of dilutive stock options--based on the
Treasury Stock Method using
average market price
0 0
------------- -----------
TOTAL 5,992,640 6,000,140
PER SHARE AMOUNT(1) $ 0.12 $ 0.14
============= ============
FULLY DILUTED
- -----------------------------------------------------------------
Average shares outstanding 5,992,640 6,000,140
Net effect of dilutive stock options--based on the Treasury
Stock Method using Net-effect the quarter-end market price
if higher than average market price
0 0
----------- ----------
TOTAL 5,992,640 6,000,140
PER SHARE AMOUNT(1) $ 0.12 $ 0.14
=========== ==========
</TABLE>
(1) Aggregate dilution from stock options is less than three percent of earnings
per common share outstanding and therefore need not be reported for either
primary or fully diluted earnings per share.
<PAGE>
FINISHMASTER INC.
EXHIBIT 11.1-STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
(unaudited)
- ----------------------------------------------------------------- -----------------------------------
NET INCOME FOR COMPUTATION
OF PER SHARE AMOUNTS 1997 1996
- ----------------------------------------------------------------- ----------------- -----------------
Net Income attributable to common stock--primary
<S> <C> <C>
and fully diluted $ 2,123,000 $1,528,000
=========== ==========
PRIMARY
- -----------------------------------------------------------------
Average shares outstanding 5,993,656 6,000,140
Neteffect of dilutive stock options--based on the
Treasury Stock Method using
average market price
0 0
------------ ----------
TOTAL 5,993,656 6,000,140
PER SHARE AMOUNT(1) $ 0.35 $ 0.25
============= ============
FULLY DILUTED
- -----------------------------------------------------------------
Average shares outstanding 5,993,656 6,000,140
Net effect of dilutive stock options--based on the
Treasury Stock Method using
the quarter-end market price if higher than
average market price
0 0
----------- ----------
TOTAL 5,993,656 6,000,140
PER SHARE AMOUNT(1) $ 0.35 $ 0.25
=========== ==========
</TABLE>
(1) Aggregate dilution from stock options is less than three percent of earnings
per common share outstanding and therefore need not be reported for either
primary or fully diluted earnings per share.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0000917321
<NAME> FinishMaster, Inc.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<EXCHANGE-RATE> 1.000
<CASH> 301
<SECURITIES> 0
<RECEIVABLES> 14,900
<ALLOWANCES> 742
<INVENTORY> 20,343
<CURRENT-ASSETS> 35,758
<PP&E> 9,906
<DEPRECIATION> 3,615
<TOTAL-ASSETS> 61,005
<CURRENT-LIABILITIES> 11,537
<BONDS> 0
<COMMON> 5,993
0
0
<OTHER-SE> 28,405
<TOTAL-LIABILITY-AND-EQUITY> 61,005
<SALES> 90,968
<TOTAL-REVENUES> 90,968
<CGS> 57,610
<TOTAL-COSTS> 57,610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 377
<INTEREST-EXPENSE> 1,209
<INCOME-PRETAX> 3,404
<INCOME-TAX> 1,281
<INCOME-CONTINUING> 2,123
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,123
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.35
</TABLE>
