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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For Quarterly Period Ended: October 31, 1999
Commission File Number: 0-24442
GARDEN RIDGE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3671679
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
19411 Atrium Place, Suite 170, Houston, Texas 77084
(Address of principal executive offices) (Zip Code)
(281) 579-7901
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT DECEMBER 10, 1999
Common Stock, $.01 Par Value 15,917,300 shares
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<PAGE>
GARDEN RIDGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
JANUARY OCTOBER
ASSETS 31, 1999 31, 1999
--------- ---------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS: .................................................
Cash and cash equivalents .................................. $ 35,882 $ 1,242
Accounts receivable ........................................ 2,783 4,189
Inventories ................................................ 68,009 110,426
Prepaid expenses and other ................................. 5,157 6,497
--------- ---------
Total current assets .................................. 111,831 122,354
PROPERTY AND EQUIPMENT, at cost:
Leasehold improvements ..................................... 23,770 25,981
Furniture and fixtures ..................................... 18,760 22,823
Equipment .................................................. 34,731 32,251
--------- ---------
Total property and equipment ......................... 77,261 81,055
Less - Accumulated depreciation and amortization ........... (27,423) (33,610)
--------- ---------
Net property and equipment ........................... 49,838 47,445
OTHER ASSETS:
Intangible assets, net ..................................... 8,855 8,488
--------- ---------
Total assets ......................................... $ 170,524 $ 178,287
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ........................................... $ 18,731 $ 46,263
Accrued liabilities ........................................ 7,149 15,346
Federal income taxes payable ............................... 6,470 --
--------- ---------
Total current liabilities ............................ 32,350 61,609
DEFERRED INCOME TAXES ........................................... 977 977
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock 18,341,950 and 18,370,333 shares issued ....... 183 184
Paid-in capital ............................................ 94,026 94,172
Retained earnings .......................................... 43,008 36,134
Less - Treasury stock, 182,442 and 2,453,033 shares, at cost (20) (14,789)
--------- ---------
Total stockholders' equity .......................... 137,197 115,701
--------- ---------
Total liabilities and stockholders' equity .......... $ 170,524 $ 178,287
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
GARDEN RIDGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
---------------------------- ----------------------------
OCTOBER 25, OCTOBER 31, OCTOBER 25, OCTOBER 31,
1998 1999 1998 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES .............................................. $ 86,107 $ 105,218 $ 224,375 $ 281,271
COST OF SALES ...................................... 54,717 66,012 144,960 181,998
------------ ------------ ------------ ------------
Gross profit ................................. 31,390 39,206 79,415 99,273
OPERATING EXPENSES:
Store operating ................................ 26,908 32,714 67,825 86,235
General and administrative ..................... 4,177 5,500 9,836 15,216
Amortization of intangibles and deferred charges 149 158 439 456
Preopening costs ............................... 1,850 571 2,219 1,992
Asset impairment ............................... -- -- -- 6,569
------------ ------------ ------------ ------------
Total operating expenses .................... 33,084 38,943 80,319 110,468
------------ ------------ ------------ ------------
Income (loss) from operations ............... (1,694) 263 (904) (11,195)
INTEREST INCOME (EXPENSE) .......................... 125 (27) 1,231 453
------------ ------------ ------------ ------------
Income (loss) before income taxes ........... (1,569) 236 327 (10,742)
INCOME TAXES (BENEFIT) ............................. (565) 85 118 (3,868)
------------ ------------ ------------ ------------
Net income (loss) .......................... $ (1,004) $ 151 $ 209 $ (6,874)
============ ============ ============ ============
INCOME (LOSS) PER COMMON AND COMMON
EQUIVALENT SHARE:
Net income (loss), basic .................... $ (.06) $ .01 $ .01 $ (.40)
Net income (loss), diluted .................. $ (.06) $ .01 $ .01 $ (.40)
WEIGHTED AVERAGE SHARES OUTSTANDING,
BASIC ........................................... 18,071,640 16,658,273 18,034,151 17,155,864
------------ ------------ ------------ ------------
WEIGHTED AVERAGE SHARES OUTSTANDING,
DILUTED ......................................... 18,071,640 17,037,116 18,584,476 17,155,864
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
GARDEN RIDGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTY-NINE WEEKS ENDED
---------- ----------
OCTOBER 25, OCTOBER 31,
1998 1999
---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ...................................................... $ 209 $ (6,874)
---------- ----------
Adjustments to reconcile net income (loss) to net cash used in operating
activities --
Depreciation and amortization of property and equipment ............. 6,566 9,208
Asset impairment .................................................... -- 6,569
Amortization of intangible assets ................................... 439 456
(Increase) decrease in assets -
Accounts receivable .............................................. (2,389) (1,406)
Inventories ...................................................... (48,511) (42,417)
Prepaid expenses and other ....................................... (553) 619
Increase (decrease) in liabilities -
Accounts payable ................................................. 18,650 27,532
Accrued liabilities .............................................. 2,571 8,197
Federal income taxes payable/receivable .......................... (6,025) (8,518)
---------- ----------
Total adjustments ........................................... (29,252) 240
---------- ----------
Net cash used in operating activities ....................... (29,043) (6,634)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Marketable securities .................................................. 3,150 --
Capital expenditures ................................................... (15,882) (13,384)
---------- ----------
Net cash used in investing activities ............................ (12,732) (13,384)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from sale of common stock ................................. 234 146
Net payments for repurchase of common stock ............................ -- (14,769)
Proceeds from exercise of stock options and warrants ................... 359 1
Common stock re-issued from treasury ................................... 12 --
---------- ----------
Net cash provided by (used in) financing activities .............. 605 (14,622)
---------- ----------
NET DECREASE IN CASH AND CASH EQUIVALENTS ................................... (41,170) (34,640)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ............................ 44,586 35,882
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................................. $ 3,416 $ 1,242
========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for --
Interest .......................................................... $ 35 $ 27
Income taxes ...................................................... 6,400 4,584
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
GARDEN RIDGE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The accompanying consolidated financial statements of Garden Ridge
Corporation and Subsidiaries (the "Company") have been prepared by the Company
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission. Pursuant to such regulations, certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted. In the opinion of the Company, all adjustments necessary for the fair
presentation of the unaudited results for the periods have been included.
Because of the seasonal nature of the Company's business, results for such
interim periods are not necessarily indicative of the results for the full year.
These interim consolidated financial statements should be read in conjunction
with the Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1999.
In April 1998, the AICPA issued Statement of Position 98-5 ("SOP 98-5"),
Reporting the Costs of Start-Up Activities, which requires that costs related to
start-up activities be expensed as incurred. Prior to fiscal 2000, preopening
costs were deferred and expensed in the month the store opened. The Company
adopted the provisions of SOP 98-5 in its financial statements for the first
quarter of fiscal 2000, and as a result began expensing preopening costs as
incurred. Management believes the implementation of SOP 98-5 will not have a
material effect on the Company's financial position, results of operations or
cash flows for fiscal 2000.
2. SUBSEQUENT EVENT:
On November 22, 1999, GR Acquisition Corporation ("GRAC"), a wholly owned
subsidiary of GRDG Holdings LLC ("Holdings"), and the Company announced that
they have executed a definitive merger agreement under which GRAC commenced a
cash tender offer to acquire all of the outstanding shares of the Company, other
than those already owned by GRAC or its affiliates, for $11.50 per share. The
tender offer is scheduled to expire on December 22, 1999.
In order to consummate the merger, at least 51% of the shares of the Company
not owned by GRAC or Holdings must be tendered in response to the offer. As of
November 22, 1999, Holdings owned approximately 30.9% of the Company's common
stock.
3. MAJOR EVENTS:
Included in the results of operations for the thirty-nine weeks ending
October 31, 1999 were one time pretax charges totaling $10.3 million ($6.6
million after tax). Such charges relate to a $3.0 million inventory productivity
charge and a $750,000 charge for the recruitment expense of a new chief
executive officer. In addition, the Company decided to replace certain
proprietary management information systems with an industry standard integrated
business solution. The Company recorded a pre-tax charge of $6.6 million,
related to the estimated remaining book value of these management information
systems at the anticipated date of conversion.
5
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's fiscal year ends on the last Sunday in January in each year
resulting in either a 52 or a 53-week year. References to fiscal years by date
refer to the fiscal year ending in that calendar year; for example, "fiscal
2000" refers to the fiscal year ending January 30, 2000.
RESULTS OF OPERATIONS
The following table sets forth for the periods indicated income statement
data expressed as a percentage of sales.
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED THIRTY-NINE WEEKS ENDED
------------------------- -------------------------
OCTOBER 25, OCTOBER 31, OCTOBER 25, OCTOBER 31,
1998 1999 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales ....................................... 100.0% 100.0% 100.0% 100.0%
Cost of sales ............................... 63.6 62.7 64.6 64.7
---------- ---------- ---------- ----------
Gross profit ........................... 36.4 37.3 35.4 35.3
Operating expenses:
Store operating ........................ 31.2 31.1 30.2 30.7
General and administrative ............. 4.9 5.2 4.4 5.4
Amortization of intangibles and deferred
charges ............................. 0.2 0.2 0.2 0.2
Preopening costs ....................... 2.1 0.5 1.0 0.7
Asset impairment ....................... -- -- -- 2.3
---------- ---------- ---------- ----------
Income (loss) from operations ..... (2.0) 0.3 (0.4) (4.0)
Interest income (expense) ................... 0.1 -- 0.6 0.2
Income taxes (benefit) ...................... 0.7 0.2 (0.1) (1.4)
---------- ---------- ---------- ----------
Net income (loss) ............ (1.2)% 0.1% 0.1% (2.4)%
---------- ---------- ---------- ----------
</TABLE>
THIRD QUARTER ENDED OCTOBER 31, 1999 COMPARED TO THIRD QUARTER ENDED OCTOBER 25,
1998
Sales in the third quarter of fiscal 2000 increased $19.1 million, or
22%, to $105.2 million from $86.1 million in the third quarter of fiscal 1999.
The increase was primarily attributable to (i) the opening of six stores during
the first three quarters of fiscal 2000 and (ii) the results from five stores
opened during the third quarter of fiscal 1999. Comparable store sales increased
2% compared with the same period of the prior year.
Gross profit as a percentage of sales increased to 37.3% in the third
quarter of fiscal 2000 as compared to 36.4% for the comparable period in fiscal
1999. This increase in gross profit as a percentage of sales resulted from
increased product selling margins.
Store operating expenses increased $5.8 million, or 22%, in the third
quarter of fiscal 2000 to $32.7 million, primarily as a result of the
aforementioned opening of new stores. Store operating costs as a percentage of
sales decreased slightly to 31.1% from 31.2% in the comparable period of fiscal
1999.
6
<PAGE>
General and administrative expenses increased $1.3 million, or 32%, to
$5.5 million in the third quarter of fiscal 2000 as compared to $4.2 million in
the third quarter of fiscal 1999 as a result of the new store openings. General
and administrative expenses as a percentage of sales amounted to 5.2% in the
third quarter of fiscal 2000 compared to 4.9% in the comparable period of fiscal
1999. These increases are related to corporate personnel additions, management
information systems consulting and increased depreciation costs.
Pre-opening expenses were $571,000 for the third quarter of fiscal 2000,
as compared to $1.9 million for the third quarter of fiscal 1999, resulting from
two stores being opened during the third quarter of fiscal 2000 compared to five
stores in the prior year, and the adoption of Statement of Position 98-5,
"Reporting on Costs of Start Up Activities" ("SOP 98-5").
Net interest income (expense) was $(27,000) in the third quarter of fiscal
2000, as compared to $125,000 in the comparable period of fiscal 1999. This
decrease is due to the Company's lower amount of invested cash balances and
intermittent borrowings on its revolving line of credit.
Income taxes expense (benefit) was recorded at an effective tax rate of
36% during both fiscal quarters.
THIRTY-NINE WEEKS ENDED OCTOBER 31, 1999 COMPARED TO THIRTY-NINE WEEKS ENDED
OCTOBER 25, 1998
Sales in the first three quarters of fiscal 2000 increased $56.9 million,
or 25%, to $281.3 million from $224.4 million in the first three quarters of
fiscal 1999. This increase was primarily attributable to the opening of six
stores during each of the first nine months of fiscal 2000 and fiscal 1999.
Comparable store sales declined 1% from the same period of the prior year.
Gross profit as a percentage of sales decreased to 35.3% in the first
three quarters of fiscal 2000, as compared to 35.4% for the comparable period in
fiscal 1999. This slight decrease in gross profit as a percentage of sales
resulted from a $2.2 million inventory markdown charge included as part of an
overall $3.0 million inventory productivity charge recorded during the second
fiscal quarter. Excluding the markdown charge, gross profit as a percentage of
sales increased 1.6 percentage points as a result of increased product selling
margins.
Store operating expenses increased $18.4 million, or 27%, in the first
three quarters of fiscal 2000 primarily as a result of the aforementioned
opening of new stores and increased distribution expenses related to the opening
of a new distribution center in Charlotte, North Carolina during the second
quarter of fiscal 2000. Store operating costs as a percentage of sales increased
to 30.7% from 30.2% in the comparable period of fiscal 1999, primarily because
of $0.8 million of store operating expenses associated with the aforementioned
inventory productivity charge and increased distribution expenses.
General and administrative expenses increased $5.4 million, or 55%, to
$15.2 million in the first three quarters of fiscal 2000 as compared to $9.8
million in the same period last year. As a percentage of sales, general and
administrative expenses increased to 5.4% for the first three quarters of fiscal
2000 compared to 4.4% for the same period last year. These increases are related
to corporate personnel additions, management information systems consulting,
increased depreciation costs and a charge for the recruitment of a new chief
executive officer.
7
<PAGE>
Pre-opening expenses were $2.0 million for the first three quarters of
fiscal 2000, as compared to $2.2 million for the same period of fiscal 1999,
resulting from six stores being opened during each of the year-to-date periods,
and the adoption of SOP 98-5.
During the second quarter of fiscal 2000, the Company decided to replace
certain proprietary management information systems with an industry standard
business solution. In connection with this decision, the Company recorded a
pretax charge of $6.6 million to record the impairment of the remaining net book
value of such management information systems at the anticipated date of
replacement.
Interest income was $453,000, or 0.2% of sales in the first three quarters
of fiscal 2000, as compared to $1.2 million, or 0.6% of sales in the same period
last year. These decreases are due to the Company's lower amount of invested
cash balances and intermittent borrowings on its line of credit.
Income taxes expense (benefit) was recorded at an effective tax rate of
36% during both fiscal periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of working capital are its cash flows from
operations and borrowings under its line of credit. The Company had net working
capital of $60.7 million at October 31, 1999 and no borrowings under its
then-existing bank line of credit agreement. On August 24, 1999, the Company
executed its Third Amended and Restated Credit Agreement with a commercial bank.
Such agreement provides for cash borrowings or issuances of letters of credit of
up to $30.0 million through November 15, 1999 and $25.0 million thereafter.
Interest on borrowings is calculated at the Company's option at the prime rate
of the bank or its LIBOR rate plus 1.5%. Letter of credit fees are charged at
the rate of 1.5% per annum. Any and all borrowings must be repaid annually on a
day between November 15 and January 2 of each year, after which no borrowings
may occur for sixty days. Any remaining unpaid balance matures on June 30, 2001.
Proceeds from the borrowings are to be used for general corporate purposes.
Management believes the Company has sufficient working capital, cash flow from
operating activities and available unused credit capacity to sustain current
growth plans.
During the thirty-nine weeks ending October 31, 1999, the Company's
investing activities consisted of $13.4 million of capital expenditures. Such
expenditures consisted primarily of $6.3 million related to new store openings,
$2.0 million for the opening of a second distribution center in Charlotte, North
Carolina, $3.3 million for enhancements to its information technology equipment
and $1.8 million of other capital additions.
During the thirty-nine weeks ending October 31, 1999, the Company's
financing activities consisted primarily of repurchases of its common stock. In
connection therewith, during the first half of fiscal 2000, the Company's board
of directors authorized the repurchase of up to four million shares of the
Company's common stock on the open market. In March 1999, the Company
repurchased one million shares of its common stock at a cost of $5.7 million and
in July 1999, the Company purchased an additional 90,000 shares at a cost of
$556,000. On August 23, 1999, the Company initiated a tender offer to repurchase
for cash up to three million shares of its common stock at a purchase price of
$7.00 per share. The tender offer expired on September 23, 1999 and resulted in
the repurchase of 1,190,591 shares at a total cost of $8.5 million.
8
<PAGE>
All of the shares repurchased pursuant to the above are held in treasury
for future use.
On November 22, 1999, GR Acquisition Corporation ("GRAC"), a wholly owned
subsidiary of GRDG Holdings LLC ("Holdings"), and the Company announced that
they have executed a definitive merger agreement under which GRAC commenced a
cash tender offer to acquire all of the outstanding shares of the Company, other
than those already owned by GRAC or its affiliates, for $11.50 per share. The
tender offer is scheduled to expire on December 22, 1999.
In order to consummate the merger, at least 51% of the shares of the
Company not owned by GRAC or Holdings must be tendered in response to the offer.
As of November 22, 1999, Holdings owned approximately 30.9% of the Company's
common stock.
YEAR 2000 ISSUES
As part of a management information systems upgrade undertaken by the
Company over the last several years, the Company has installed new computer
systems that are Year 2000 compliant. The Company has also accelerated
approximately $2 million in costs to fiscal 2000 to replace or upgrade certain
previously identified management information systems that were not Year 2000
compliant. In addition, the Company also initiated and, in August 1999
completed, a general assessment and testing of the impact of Year 2000 date
related issues. All significant Year 2000 date related issues identified in this
assessment have been resolved.
The amount charged to expense in fiscal year 1999, as well as the amounts
expected to be charged to expense related to Year 2000 testing and modifications
in fiscal 2000, have not been and are not expected to be material to the
Company's financial position, results of operations or cash flow.
In evaluating the risks to the Company, the most serious risk would be
interruption in the ability to communicate and interface with suppliers.
Management has surveyed the Company's suppliers and believes that in most cases
suppliers will be in compliance or have plans to be compliant. The Company
believes that in an emergency it could revert to the use of manual systems that
do not rely on computers and could perform the minimum functions required to
provide information reporting to maintain satisfactory control of business.
Should the Company have to utilize manual systems it is uncertain that it could
maintain the same level of operations, and this could have a material adverse
impact on the business. The Company intends to maintain constant surveillance of
this situation and will develop such contingency plans as required by the
changing environment.
9
<PAGE>
PART II - OTHER INFORMATION
Items 1, 2, 3 and 4 are not applicable and have been omitted.
ITEM 5. OTHER INFORMATION
The Company filed a report on Form 8-K on November 23, 1999
announcing that it had executed a definitive merger agreement under
which GRAC commenced a cash tender offer to acquire all of the
outstanding shares of the Company, other than those already owned by
GRAC or its affiliates, for $11.50 per share. The tender offer is
scheduled to expire on December 22, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following exhibits are filed with this report:
27 - Financial Data Schedule
(b) REPORTS ON FORM 8-K
The Company filed no reports on Form 8-K during the period
covered by this report. See Item 5.
10
<PAGE>
GARDEN RIDGE CORPORATION
SIGNATURE
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.
Date: December 13, 1999 GARDEN RIDGE CORPORATION
(Registrant)
By: /s/ JANE L. ARBUTHNOT
--------------------------------------
Jane L. Arbuthnot
Chief Financial Officer
11
<PAGE>
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
- -------------- ----------- -----------
27 Financial Data Schedule 13
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ITEM 8.,
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-2000
<PERIOD-END> OCT-31-1999
<CASH> 1,242
<SECURITIES> 0
<RECEIVABLES> 4,189
<ALLOWANCES> 0
<INVENTORY> 110,426
<CURRENT-ASSETS> 122,354
<PP&E> 81,055
<DEPRECIATION> (33,610)
<TOTAL-ASSETS> 178,287
<CURRENT-LIABILITIES> 61,609
<BONDS> 0
0
0
<COMMON> 184
<OTHER-SE> 115,517
<TOTAL-LIABILITY-AND-EQUITY> 178,287
<SALES> 105,218
<TOTAL-REVENUES> 105,218
<CGS> 66,012
<TOTAL-COSTS> 38,943
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (27)
<INCOME-PRETAX> 236
<INCOME-TAX> 85
<INCOME-CONTINUING> 151
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 151
<EPS-BASIC> .01
<EPS-DILUTED> .01
</TABLE>
