<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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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
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
SECURITIES EXCHANGE ACTION OF 1934
COMMISSION FILE NUMBER 0-26732
GADZOOKS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS 74-2261048
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
4121 INTERNATIONAL PARKWAY
CARROLLTON, TX 75007
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 972-307-5555
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(FORMER NAME, FORMER ADDRESS AND 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 (____)
As of September 5, 1997, the number of shares outstanding of the
registrant's common stock is 8,695,066.
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GADZOOKS, INC.
FORM 10-Q
For the Quarter Ended August 2, 1997
INDEX
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of August 2, 1997 3
and February 1, 1997
Condensed Statements of Income for the 4
Second Quarter and Six Months Ended
August 2, 1997 and July 27, 1996
Condensed Statements of Cash Flows for the 5
Six Months Ended August 2, 1997 and
July 27, 1996
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis 7-10
of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION 11
SIGNATURE PAGE 12
INDEX TO EXHIBITS 13-15
</TABLE>
2
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PART 1 - FINANCIAL INFORMATION
GADZOOKS, INC.
CONDENSED BALANCE SHEETS
================================================================================
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
AUGUST 2, FEBRUARY 1,
1997 1997
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 7,017 $ 10,348
Short-term investments 10,171 12,420
Accounts receivable 3,275 1,284
Inventory 30,713 23,211
Other current assets 1,446 1,328
---------- -----------
52,622 48,591
---------- -----------
Leaseholds, fixtures and equipment, net 21,496 16,156
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$ 74,118 $ 64,747
========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,257 $ 7,654
Accrued expenses & other current liabilities 4,002 5,490
Income taxes payable 386 1,115
---------- -----------
21,645 14,259
---------- -----------
Accrued rent & other long-term obligations 1,559 1,425
Shareholders' equity:
Common stock 87 86
Additional paid-in capital 40,096 39,741
Retained earnings 10,731 9,236
---------- -----------
50,914 49,063
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$ 74,118 $ 64,747
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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GADZOOKS, INC.
CONDENSED STATEMENTS OF INCOME
================================================================================
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
SECOND QUARTER ENDED SIX MONTHS ENDED
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AUGUST 2, JULY 27, AUGUST 2, JULY 27,
1997 1996 1997 1996
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<S> <C> <C> <C> <C>
Net Sales $ 36,780 $ 28,504 $ 70,850 $ 51,990
Cost of goods sold including buying,
distribution and occupancy costs 27,758 19,634 51,701 36,173
----------- ---------- ----------- ----------
Gross Profit 9,022 8,870 19,149 15,817
Selling, general and administrative expenses 8,881 6,423 17,114 12,409
----------- ---------- ----------- ----------
Operating Income 141 2,447 2,035 3,408
Interest income, net 134 168 376 397
----------- ---------- ----------- ----------
Income before income taxes 275 2,615 2,411 3,805
Provision for income taxes 104 968 916 1,420
----------- ---------- ----------- ----------
Net income $ 171 $ 1,647 $ 1,495 $ 2,385
=========== ========== =========== ==========
Net income per common and common
equivalent share $ 0.02 $ 0.18 $ 0.16 $ 0.26
=========== ========== =========== ==========
Weighted average common and common
equivalent shares outstanding 9,110 9,116 9,118 9,074
=========== ========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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GADZOOKS, INC.
CONDENSED BALANCE SHEETS
================================================================================
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
---------------------------------
AUGUST 2, JULY 27,
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,495 $ 2,385
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 1,457 1,006
Changes in operating assets and liabilities (2,091) (5,089)
---------- -----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 861 (1,698)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, net (6,797) (3,799)
Sales of short-term investments, net 2,249 --
---------- -----------
NET CASH USED IN INVESTING ACTIVITIES: (4,548) (3,799)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term obligations -- (45)
Issuance of common stock, net 356 9,041
---------- -----------
NET CASH PROVIDEDD BY FINANCING ACTIVITIES 356 8,996
---------- -----------
Net increase (deccrease) in cash and cash equivalents (3,331) 3,499
Cash and cash equivalents at beginning of period 10,348 13,733
---------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 7,017 $ 17,232
========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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GADZOOKS, INC.
NOTES TO FINANCIAL STATEMENTS
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(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying condensed financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary
to present fairly the financial position as of August 2, 1997 and
February 1, 1997, and the results of operations and cash flows for the
six months ended August 2, 1997 and July 27, 1996. The results of
operations for the second quarters and six months then ended are not
necessarily indicative of the results to be expected for the full
fiscal year. The condensed balance sheet as of February 1, 1997 is
derived from audited financial statements. The condensed financial
statements should be read in conjunction with the financial statement
disclosures contained in the Company's Annual Report on Form 10-K for
the fiscal year ended February 1, 1997.
2. NEW ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
Earnings Per Share, to simplify the calculation of earnings per share
for publicly held companies. SFAS 128 is effective for financial
statements issued for periods ending after December 15, 1997 and
requires the disclosure of basic and diluted earnings per share as
well as the restatement of all prior period earnings per share data
presented. For the second quarter and six months ended August 2,
1997, the amounts reported as net income per common and common
equivalent share are not materially different from that which would
have been reported for basic and diluted earnings per share in
accordance with SFAS 128. Under SFAS 128, the basic and diluted pro
forma earnings per share for the second quarter and six months ending
July 27, 1996 would have been $0.20 and $0.29, respectively.
6
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Management's Discussion and Analysis of Financial
Condition and Results of Operations
GENERAL
Gadzooks is a rapidly growing, mall-based specialty retailer of casual apparel
and related accessories for young men and women principally between the ages of
13 and 19. As of August 2, 1997, the Company had opened 38 new stores since
the beginning of the fiscal year, and operated 221 mall-based stores in 28
states throughout the Mid-Atlantic, Southwest, Midwest, and Southeast regions
of the United States.
The Company's business is subject to seasonal influences with slightly higher
sales during the Christmas holiday, back- to-school, and spring break seasons.
Management's discussion and analysis should be read in conjunction with the
Company's financial statements and the notes related thereto.
RESULTS OF OPERATIONS
Second Quarter Ended August 2, 1997 Compared to Second Quarter Ended July 27,
1996
Net sales increased approximately $8.3 million, or 29.0 percent to $36,780,000
during the second quarter of fiscal 1997 from $28,504,000 during the comparable
quarter of fiscal 1996. The overall sales increase was attributable to new
stores not yet included in the comparable store sales base that offset a
decrease in comparable store sales of 3.6 percent for the second quarter of
fiscal 1997. A store becomes comparable after it has been open for 14 full
fiscal months.
Gross profit increased approximately $152,000 to $9,022,000 during the second
quarter of fiscal 1997 from $8,870,000 during the comparable quarter of fiscal
1996. As a percentage of net sales, gross profit decreased to 24.5 percent
compared to 31.1 percent in the comparable quarter of last year. Merchandise
margins decreased by 5 percent of sales due to the substantial amount of
markdowns taken primarily in the junior category, and to a lesser extent, the
unisex category. These markdowns were attributable to a shift in key fashion
trends during the quarter. Store occupancy costs increased by one percent of
sales as a result of lower than expected sales. Buying and distribution costs
increased slightly as a percentage of sales primarily due to the Company's move
to a larger distribution center at the beginning of the second quarter.
7
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Selling, general and administrative expenses increased approximately $2.5
million to $8,881,000 during the second quarter of 1997 from $6,423,000 during
the comparable quarter of fiscal 1996. As a percentage of net sales, selling,
general and administrative expenses increased to 24.1 percent of sales during
the second quarter of fiscal 1997 from 22.5 percent of sales during the
comparable quarter of last year. The increase as a percentage of sales was
primarily due to lower than expected sales. Additional sales promotions,
increased markdown pricing and other related tasks required at the store level
to clear summer merchandise were primary factors contributing to the increase
in store level operating costs as a percentage of sales.
Operating income decreased approximately $2.3 million to $141,000 during the
second quarter of fiscal 1997 from $2,447,000 during the comparable quarter of
last year. As a percentage of net sales, operating income decreased to 0.4
percent of sales from 8.6 percent of sales during the comparable quarter of
last year.
The Company's net interest income decreased $34,000 to $134,000 during the
second quarter of fiscal 1997 from $168,000 net interest income in the
comparable period of last year due to the use of temporary investments of cash
to fund the Company's continuing expansion into new markets.
Six Months Ended August 2, 1997 Compared to Six Months Ended July 27, 1996
Net sales increased approximately $18.9 million, or 36.3 percent to $70,850,000
during the first six months of fiscal 1997 from $51,990,000 during the
comparable period of fiscal 1996. The sales increase was attributable to new
stores not yet included in the comparable store sales base. Comparable store
sales were flat for the first six months of fiscal 1997. A store becomes
comparable after it has been open for 14 full fiscal months.
Gross profit increased approximately $3.3 million to $19,149,000 during the
first six months of fiscal 1997 from $15,817,000 during the comparable period
of fiscal 1996. As a percentage of net sales, gross profit decreased to 27.0
percent compared to 30.4 percent in the comparable period of last year.
Merchandise margins decreased by 3 percent of sales due to the substantial
amount of mark downs taken primarily in the junior category during the second
quarter of 1997. Store occupancy costs, included in cost of goods sold,
increased slightly as a percentage of sales as a result of lower than expected
sales. In addition, buying and distribution costs increased slightly as a
percentage of sales, as a result of the Company's move to a larger distribution
center in May 1997.
8
<PAGE> 9
Selling, general and administrative expenses increased approximately $4.7
million to $17,114,000 during the first six months of 1997 from $12,409,000
during the comparable period of fiscal 1996. As a percentage of net sales,
selling, general and administrative expenses increased to 24.2 percent of sales
during the first six months of fiscal 1997 from 23.9 percent of sales during
the comparable period of last year. The increase as a percentage of net sales
was due to lower than expected second quarter sales. Additional sales
promotions, increased markdown pricing and other related tasks required at the
store level to clear summer merchandise were primary factors contributing to
the increase in store level operating costs as a percentage of sales.
Operating income decreased approximately $1.4 million to $2,035,000 during the
first six months of fiscal 1997 from $3,408,000 during the comparable period of
last year. As a percentage of net sales, operating income decreased to 2.9
percent of sales from 6.6 percent of sales during the comparable period of last
year.
Net interest income decreased $21,000 to $376,000 during the first six months
of fiscal 1997 from $397,000 net interest income in the comparable period of
last year. The Company's interest income decreased due to the use of temporary
cash investments to fund the Company's continued expansion.
LIQUIDITY AND CAPITAL RESOURCES
General. The Company's primary uses of cash are financing new store openings
and purchasing merchandise inventories. The Company is currently meeting its
cash requirements through cash flow from operations and proceeds of a public
offering completed in January, 1996.
Cash Flows. At August 2, 1997, cash and cash equivalents were $7.0 million, a
decrease of $3.3 million since February 1, 1997. The primary uses of cash were
increased inventory levels of $7.5 million, capital expenditures of $3.8
million for new stores, capital expenditures of $3.0 million for the new
corporate headquarters and distribution center, an increase in accounts
receivable of $2.0 million and a decrease in accrued payroll of $2.0 million.
The primary sources of cash for the first six months of fiscal 1997 were an
increase in accounts payable of $9.6 million, net income before depreciation of
$3.0 million and sales of short-term investments of $2.2 million. The Company
opened 24 new stores during the second quarter of 1997 as compared with 14 new
stores in the same period of the prior year.
As of August 2, 1997, the Company had $10.2 million in short-term investments
consisting of highly liquid investments with original maturities between three
and twelve months. These funds are available for the Company's cash
requirements.
9
<PAGE> 10
Credit Facility. The Company currently has a loan agreement with Wells Fargo
Bank, Dallas, Texas, which provides for an unsecured revolving line of credit
of $10 million. Amounts borrowed under the revolving line bear interest at the
lesser of either Prime Rate or 1.95 percent above LIBOR. The Company must also
pay a commitment fee of 0.50 percent per annum on the unused portion of the
revolving line. As of August 2, 1997, no amounts were outstanding under the
revolving line. The revolving line also provides for the issuance of letters
of credit that are generally used in certain circumstances in connection with
merchandise purchases. As of August 30, 1997, letters of credit in the amount
of $0.6 million were issued and outstanding.
Capital Expenditures. The Company anticipates opening approximately 29 new
stores during the remaining quarters of fiscal 1997. The Company estimates
that its average capital expenditures to open a new store, including leasehold
improvements and furniture and fixtures, will be approximately $167,000
(approximately $100,000 net of all landlord construction allowances). The cost
of initial inventory for a new store is approximately $100,000; however, the
immediate cash requirement for inventory is partially financed through the
Company's payment terms with its vendors. The Company expects new stores
opened in the Northeast market during the third and fourth quarters of fiscal
1997 to cost approximately $225,000 prior to landlord construction allowances.
Pre-opening costs range from $9,000 to $13,000 for travel, hiring and training,
and other miscellaneous costs associated with the setup of a new store prior to
its opening for business. Pre-opening costs are expensed in the period when
the store opens.
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE
Certain sections of this Quarterly Report on Form 10-Q, including the preceding
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," contain various forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Exchange Act, which represent the Company's expectations
or beliefs concerning future events. These forward-looking statements involve
risks and uncertainties, and the Company cautions that these statements are
further qualified by important factors that could cause actual results to
differ materially from those in the forward-looking statements, including,
without limitation, those set forth in the "Risk Factors" section of the
Company's Annual Report on Form 10-K for the fiscal year ended February 1,
1997.
10
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PART II - OTHER INFORMATION
Items 1-3 - None
Item 4 - Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of the Company was held on
June 25, 1997.
(b) Information regarding the Company's directors is contained in the
Company's Definitive Proxy Statement which is attached hereto as
Exhibit 22.
(c) Alan W. Crites and Gerald R. Szczepanski were elected to serve as
directors until the Company's 2000 annual meeting of shareholders
according to the following votes:
Crites: For: 7,646,114 Withheld: 10,022
Szczepanski: For: 7,646,139 Withheld: 9,997
The selection of Price Waterhouse as the Company's independent
accountants for the fiscal year ending January 31, 1998 was
ratified by the shareholders according to the following vote:
For: 7,653,737 Against: 992 Withheld: 1,407
(d) None.
Item 5 - None
Item 6 - Exhibits and Reports on Form 8-K
(a) See Index to Exhibits.
(b) None.
11
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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.
GADZOOKS, INC.
(Registrant)
DATE: September 11, 1997 By: /s/ MONTY R. STANDIFER
------------------------------------
Monty R. Standifer
Senior Vice President and
Chief Financial Officer
12
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INDEX TO EXHIBITS
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EXHIBIT
NO. DESCRIPTION OF DOCUMENTS
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3.1 Second Restated Articles of Incorporation of the Company (filed as
Exhibit 4.1 to the Company's Form S-8 (No. 33-98038) filed with the
Commission on October 12, 1995 and incorporated herein by reference).
3.2 Amended and Restated Bylaws of the Company (filed as Exhibit
4.2 to the Company's Form S-8 (No. 33-98038) filed with the
Commission on October 12, 1995 and incorporated herein by reference).
*3.3 First Amendment to the Amended and Restated Bylaws of the Company.
4.1 Specimen Certificate for shares of Common Stock, $.01 par value, of
the Company (filed as Exhibit 4.1 to the Company's Amendment No. 2 to
Form S-1 (No. 33-95090) filed with the Commission on September 8,
1995 and incorporated herein by reference).
10.1 Purchase Agreement dated as of January 31, 1992 among the Company,
Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the Investors
listed therein (filed as Exhibit 10.1 to the Company's Form S-1 (No.
33-95090) filed with the Commission on July 28, 1995 and incorporated
herein by reference).
10.2 Purchase Agreement dated as of May 26, 1994 among the Company,
Gerald R. Szczepanski, Lawrence H. Titus, Jr. and the Investors
listed therein (filed as Exhibit 10.2 to the Company's Form S-1 (No.
33-95090) filed with the Commission on July 28, 1995 and incorporated
herein by reference).
10.3 Credit Agreement dated as of January 30, 1997 between the Company and
Wells Fargo Bank (Texas), National Association (filed as Exhibit 10.3
to the Company's 1996 Annual Report on Form 10-K filed with the
Commission on April 23, 1997 and incorporated herein by reference).
</TABLE>
13
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10.4 Form of Indemnification Agreement with a schedule of director
signatories (filed as Exhibit 10.5 to the Company's Form S-1 (No.
33-95090) filed with the Commission on July 28, 1995 and incorporated
herein by reference).
10.5 Employment Agreement dated January 31, 1992 between the Company and
Gerald R. Szczepanski, as continued by letter agreement (filed as
Exhibit 10.6 to the Company's Form S-1 (No. 33-95090) filed with the
Commission on July 28, 1995 and incorporated herein by reference).
10.6 1992 Incentive and Nonstatutory Stock Option Plan dated February 26,
1992, and Amendments No. 1 through 3 thereto (filed as Exhibit 10.8
to the Company's Form S-1 (No. 33-95090) filed with the Commission on
July 28, 1995 and incorporated herein by reference).
10.7 1994 Incentive and Nonstatutory Stock Option Plan for Key Employees
dated September 30, 1994 (filed as Exhibit 10.9 to the Company's Form
S-1 (No. 33-95090) filed with the Commission on July 28, 1995 and
incorporated herein by reference).
10.8 1995 Non-Employee Director Stock Option Plan (filed as Exhibit 10.10
to the Company's Form S-1 (No. 333-00196) filed with the Commission
on January 9, 1996 and incorporated herein by reference).
10.9 Gadzooks, Inc. Employees' Savings Plan (filed as Exhibit 10.11 to the
Company's Form S-1 (No. 33-95090) filed with the Commission on July
28, 1995 and incorporated herein by reference).
10.10 Severance Agreement dated September 5, 1996 between the Company and
Gerald R. Szczepanski (filed as Exhibit 10.10 to the Company's 1996
Annual Report on Form 10-K filed with the Commission on April 23,
1997 and incorporated herein by reference).
10.11 Form of Severance Agreement with a schedule of executive officer
signatories (filed as Exhibit 10.11 to the Company's 1996 Annual
Report on Form 10-K filed with the Commission on April 23, 1997 and
incorporated herein by reference).
</TABLE>
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<TABLE>
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10.12 Amendment No. 4 to the Gadzooks, Inc. 1992 Incentive and Nonstatutory
Stock Option Plan (filed as Exhibit 10.14 to the Company's Amendment
No. 3 to Form S-1 (No. 33-95090) filed with the Commission on
September 27, 1995 and incorporated herein by reference).
10.13 Amendment No. 5 to the Gadzooks, Inc. 1992 Incentive and Nonstatutory
Stock Option Plan dated September 12, 1996 (filed as Exhibit 10.13 to
the Company's 1996 Annual Report on Form 10-K filed with the
Commission on April 23, 1997 and incorporated herein by reference).
10.14 Amendment No. 1 to the 1994 Incentive and Nonstatutory Stock Option
Plan for Key Employees dated September 12, 1996 (filed as Exhibit
10.14 to the Company's 1996 Annual Report on Form 10-K filed with the
Commission on April 23, 1997 and incorporated herein by reference).
22 Definitive Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (filed with the Commission on May 13,
1997 and incorporated herein by reference).
*27 Financial Data Schedule.
</TABLE>
* Filed herewith (unless otherwise indicated exhibits are previously filed).
15
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EXHIBIT 3.3
FIRST AMENDMENT TO THE
AMENDED AND RESTATED BYLAWS
OF GADZOOKS, INC.
ARTICLE III - DIRECTORS
A. Section 3.5 of Article III of the Amended and Restated Bylaws is hereby
amended and restated in its entirety to read as follows:
Section 3.5. Removal. Unless otherwise restricted by law, the Articles of
Incorporation or these Bylaws, any director may be removed, with cause, at any
annual or special meeting of shareholders by majority vote of the shares then
entitled to vote at an election of directors; provided that notice of the
intention to act upon such matter shall have been given in the notice calling
such meeting.
CERTIFICATION
I, the undersigned officer, hereby certify that the foregoing amendment to
the Amended and Restated Bylaws of Gadzooks, Inc. was adopted by the Board of
Directors of Gadzooks, Inc. at a meeting held on June 26, 1997, to certify
which witness my hand and seal of office this 26th day of June, 1997.
/s/ MONTY R. STANDIFER
------------------------------------
Monty R. Standifer, Secretary
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-2-1997
<PERIOD-END> AUG-2-1997
<CASH> 7,017
<SECURITIES> 10,171
<RECEIVABLES> 3,275
<ALLOWANCES> 0
<INVENTORY> 30,713
<CURRENT-ASSETS> 1,446
<PP&E> 28,897
<DEPRECIATION> 7,401
<TOTAL-ASSETS> 74,118
<CURRENT-LIABILITIES> 21,645
<BONDS> 0
0
0
<COMMON> 87
<OTHER-SE> 50,827
<TOTAL-LIABILITY-AND-EQUITY> 74,118
<SALES> 36,780
<TOTAL-REVENUES> 0
<CGS> 27,758
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 8,881
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (134)
<INCOME-PRETAX> 275
<INCOME-TAX> 104
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 171
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
