<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 10-Q/A-1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-27670
ENGINEERING ANIMATION, INC.
[EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER]
DELAWARE 42-1323712
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2321 NORTH LOOP DRIVE
AMES, IOWA 50010
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
----------------------
(515)296-9908
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
----------------------
INDICATE BY CHECK (X) 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.
(1) YES X NO
----- -----
(2) YES X NO
----- -----
AS OF AUGUST 7, 1998, THERE WERE 10,420,886 SHARES OF THE REGISTRANT'S
$0.01 PAR VALUE COMMON STOCK OUTSTANDING.
<PAGE> 2
ENGINEERING ANIMATION, INC.
FORM 10-Q/A-1
INDEX
<TABLE>
<S> <C> <C>
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
At June 30, 1998 and December 31, 1997 3
Condensed Consolidated Statements of Operations
For the three and six months ended June 30, 1998 and 1997 4
Condensed Consolidated Statements of Cash Flows
For the six months ended June 30, 1998 and 1997 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENGINEERING ANIMATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
----------------------------
Restated Restated
June 30, December 31,
1998 1997
------------ -------------
ASSETS (Unaudited) (Note)
<S> <C> <C>
Current assets:
Cash and cash equivalents $14,393 $24,892
Short-term investments 17,280 15,406
Accounts receivable:
Billed 17,051 15,617
Unbilled 11,504 6,321
Deferred income taxes 701 701
Prepaid expenses 1,917 1,554
------- -------
Total current assets 62,846 64,491
Property and equipment, net 14,571 11,394
Other assets:
Note receivable 1,408 1,408
Software development costs, net 1,384 1,396
Goodwill and developed technology, net 12,274 5,063
Deferred income taxes 652 --
Other 1,624 602
------- -------
Total assets $94,759 $84,354
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,123 $ 2,885
Accrued compensation and other accrued expenses 4,450 4,146
Deferred revenue 1,641 2,546
Current portion of long-term debt and lease obligations 165 176
Income taxes payable 1,368 270
------- -------
Total current liabilities 12,747 10,023
Long-term debt and lease obligations due after one year 1,517 1,495
Deferred income taxes -- 653
Stockholders' equity 80,495 72,183
------- -------
Total liabilities and stockholders' equity $94,759 $84,354
======= =======
</TABLE>
Note: The balance sheet at December 31, 1997 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See accompanying notes.
3
<PAGE> 4
ENGINEERING ANIMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data; unaudited)
<TABLE>
<CAPTION>
--------------------------- --------------------------
Three months ended June 30, Six months ended June 30,
1998 1997 1998 1997
Restated Restated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenues:
Software products $ 11,891 $ 5,901 $ 22,123 $ 10,973
Interactive products 6,024 5,194 11,588 9,821
-------- -------- -------- --------
Total revenues 17,915 11,095 33,711 20,794
Cost of revenues 4,811 2,708 8,720 5,160
-------- -------- -------- --------
Gross profit 13,104 8,387 24,991 15,634
Operating expenses:
Sales and marketing 4,915 3,587 9,393 6,780
General and administrative 2,037 1,542 4,050 2,826
Research and development 2,720 1,624 5,067 3,025
Acquisition costs and non-recurring expenses 2,182 14 6,706 28
-------- -------- -------- --------
Total operating expenses 11,854 6,767 25,216 12,659
-------- -------- -------- --------
Income (loss) from operations 1,250 1,620 (225) 2,975
Other income, net 554 295 1,109 520
-------- -------- -------- --------
Income (loss) before income taxes
and minority interest 1,804 1,915 884 3,495
Income tax expense 1,489 706 1,215 1,322
-------- -------- -------- --------
Net income (loss) before minority interest 315 1,209 (331) 2,173
Minority interest -- (10) -- (68)
Net income (loss) $ 315 $ 1,199 $ (331) $ 2,105
======== ======== ======== ========
Earnings (loss) per share:
Basic $ 0.03 $ 0.15 $ (0.03) $ 0.26
======== ======== ======== ========
Diluted $ 0.03 $ 0.13 $ (0.03) $ 0.23
======== ======== ======== ========
Weighted average shares outstanding 10,250 8,171 10,066 8,018
======== ======== ======== ========
Weighted average shares outstanding
and assumed conversion 11,784 9,557 10,066 9,348
======== ======== ======== ========
</TABLE>
See accompanying notes.
4
<PAGE> 5
ENGINEERING ANIMATION, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands; unaudited)
<TABLE>
<CAPTION>
-------------------------
Six months ended June 30,
1998 1997
-------- --------
<S> <C> <C>
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (4,387) $ 1,509
INVESTING ACTIVITIES
Purchases of property and equipment (4,254) (3,244)
Development of software (259) (574)
Maturities of marketable securities 32,445 14,500
Purchases of marketable securities (34,318) (26,100)
Cash acquired in Sense8 transaction 79 --
Purchase of other assets (1,178) --
-------- --------
Net cash used by investing activities (7,485) (15,418)
FINANCING ACTIVITIES
Decrease in restricted cash 71 140
Proceeds from long-term debt -- 250
Payments on long-term debt and lease obligations (303) (198)
Net proceeds from issuance of common stock and exercise of options 1,602 26,688
Foreign currency translation loss 3 --
-------- --------
Net cash provided by financing activities 1,373 26,880
-------- --------
Net increase (decrease) in cash and cash equivalents (10,499) 12,971
Cash and cash equivalents at beginning of period 24,892 10,786
-------- --------
Cash and cash equivalents at end of period $ 14,393 $ 23,757
======== ========
</TABLE>
See accompanying notes.
5
<PAGE> 6
ENGINEERING ANIMATION, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The consolidated financial statements include the accounts of
Engineering Animation, Inc. and the Company's wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The unaudited condensed consolidated financial statements
included herein reflect all adjustments, consisting only of normal recurring
accruals which in the opinion of management are necessary to fairly state the
Company's financial position, results of operations, and cash flows for the
periods presented. These financial statements should be read in conjunction with
the Company's audited financial statements as included in the Company's 1997
Form 10-K/A-2 as filed with the Securities and Exchange Commission. The results
of operations for the six month period ended June 30, 1998 are not necessarily
indicative of the results that may be expected for any subsequent quarter or for
the fiscal year ending December 31, 1998. The December 31, 1997 balance sheet
was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles.
The consolidated financial statements are presented giving retroactive
effect to the Company's November, 1997 acquisitions of Technology Company
Ventures, L.L.C. ("TCV") and Cimtech, Inc. ("Cimtech") which have been accounted
for under the pooling of interests method.
Certain prior year financial information has been reclassified to
conform to the 1998 financial statement presentation.
Restatement
The Company has restated its financial statements for the second
quarter of 1998 to reflect the modification of methods used to value acquired
in-process research and development recorded and written off in connection with
the Company's November, 1997 acquisition of Rosetta Technologies, Inc. and the
Company's June, 1998 acquisition of Sense8 Corporation. The revised calculations
of the value of the acquired in-process technology are based on adjusted
after-tax cash flows that gives explicit consideration to the SEC Staff's views
on in-process research and development as set forth in its September 9, 1998
letter to the American Institute of Certified Public Accountants.
The in-process research and development charge for Rosetta and Sense8
Corporation were reduced from $5.6 million to $1.7 million, and from $9.1
million to $1.9 million, respectively, resulting in an increase to goodwill and
developed technology of $10.6 million. As a result, an additional amortization
expense of $196,000 was recorded during the second quarter.
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<PAGE> 7
2. Acquisition
On June 17, 1998, EAI completed the acquisition of Sense8 Corporation
("Sense8"), a privately-held company in Mill Valley, California. The Company
issued approximately 158,000 shares of its common stock valued at approximately
$7 million in exchange for all of the outstanding preferred and common stock of
Sense8. This acquisition is being accounted for using the purchase method.
In connection with this acquisition, the Company posted a non-recurring
charge for purchased technology, which resulted in additional net expense of
$1,918,000, and recorded $4,107,000 of goodwill and $3,642,000 of developed
technology. Both are being amortized on a straight-line basis over five years.
The following table shows the pro forma consolidated results of operations as if
Sense8 had been acquired as of the beginning of the periods presented.
<TABLE>
<CAPTION>
--------------------------------------
Six months ended Year ended
June 30, 1998 December 31, 1997
---------------- -----------------
<S> <C> <C>
Revenues $ 34,322 $ 53,590
Net loss $ (3,151) $ (6,949)
Net loss per share $ (0.31) $ (0.78)
</TABLE>
The pro forma results are not necessarily indicative of what actually
would have occurred if the acquisition had been in effect for the entire periods
presented. In addition, they are not intended to be a projection of future
results and do not reflect any synergies that might be achieved from combined
operations.
3. Public Offerings
In June 1997, the Company completed a follow-on offering of 1,000,000
shares of its common stock. The Company received approximately $26.6 million of
cash, net of underwriting discounts and other offering costs. In March 1998,
certain stockholders of the Company sold 966,000 shares of common stock to or
through agents or dealers. The Company did not receive any of the proceeds from
the sale of the common stock.
4. Stock Split
The Company completed a three-for-two stock split in the form of a
stock dividend paid to stockholders effective March 2, 1998. Accordingly, all
share, per share, weighted average share and stock option information has been
restated to reflect the split.
7
<PAGE> 8
5. Earnings Per Share
In 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share", which the Company adopted on December 31, 1997.
Statement 128 replaces the calculation of primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings per
share, basic earnings per share excludes any dilutive effects of options,
warrants and convertible securities. Diluted earnings per share is very similar
to the previously reported fully diluted earnings per share. All earnings per
share amounts for all periods have been presented, and where appropriate,
restated to conform to the Statement 128 requirements.
Subsequent Events
On July 29, 1998 the Company entered into a definitive agreement to
acquire Variation Systems Analysis, Inc. ("VSA"), a privately held company
headquartered in St. Clair Shores, Michigan, for EAI common stock in a
transaction valued at approximately $26 million. The acquisition of VSA is
expected to be accounted for as a pooling of interests and completed in the
third quarter of 1998, subject to regulatory and shareholder approvals. The
Company expects to operate VSA as a wholly-owned subsidiary of EAI.
On July 29, 1998 the Company entered into a definitive agreement to
acquire Transom Technologies, Inc. ("Transom Technologies"), a privately held
company in Ann Arbor, Michigan, for EAI common stock in a transaction valued at
approximately $13 million. The acquisition of Transom Technologies is expected
be accounted for as a pooling of interests and completed in the third quarter of
1998, subject to regulatory and shareholder approvals.
The Company anticipates posting a non-recurring charge related to these
acquisitions in the third quarter of 1998.
8
<PAGE> 9
ENGINEERING ANIMATION, INC.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
RESULTS OF OPERATIONS
NET REVENUES
The Company's revenues are derived from sales of software products and
interactive products. Revenues from sales of software products are recognized
upon delivery of the software product to the customer and satisfaction of
significant related obligations, if any. Revenues from software development
contracts, customer support and maintenance are included in software product
revenues. Customer support and maintenance revenues are deferred and recognized
ratably over the period the customer support services are provided. The Company
recognizes revenues from software development contracts and interactive products
based upon labor and other costs incurred and progress to completion on
contracts.
The Company's revenues increased 61% to $17.9 million for the three months ended
June 30, 1998 from $11.1 million for the three months ended June 30, 1997, and
increased 62% to $33.7 million for the six months ended June 30, 1998 from $20.8
million for the six months ended June 30, 1997. Software products revenue
increased 102% to $11.9 million for the three months ended June 30, 1998 from
$5.9 million for the three months ended June 30, 1997, and increased 102% to
$22.1 million for the six months ended June 30, 1998 from $11.0 million for the
six months ended June 30, 1997, as a result of increased revenues of product
visualization solutions. Interactive product revenues increased 16% to $6.0
million for the three months ended June 30, 1998 from $5.2 million for the three
months ended June 30, 1997, and increased 18% to $11.6 million for the six
months ended June 30, 1998 from $9.8 million for the six months ended June 30,
1997, primarily due to additional projects for interactive products.
COST OF REVENUES
The Company's cost of revenues includes cost of production, packaging and
distribution costs, royalties and amortization of capitalized software costs.
The Company's cost of revenues increased 78% to $4.8 million for the three
months ended June 30, 1998 from $2.7 million for the three months ended June 30,
1997, and increased 69% to $8.7 million for the six months ended June 30, 1998
from $5.2 million for the six months ended June 30, 1997, primarily due to
expanded software product sales, software product development contracts and
development costs for interactive products. The Company's cost of revenues as a
percentage of revenues increased to 27% for the three months ended June 30, 1998
from 24% for the three months ended June 30, 1997 and increased to 26% for the
six months ended June 30, 1998 compared to 25% for the six months ended June 30,
1997. The increase in cost of revenues as a percentage of revenues was
9
<PAGE> 10
primarily the result of changes in revenue mix which included increased software
development contracts in 1998, and the personnel costs associated with those
contracts.
OPERATING EXPENSES
Sales and Marketing. Sales and marketing expenses include personnel costs
related to sales, marketing and customer service activities, as well as
advertising, promotional materials, trade shows and other costs. Sales and
marketing expenses increased 37% to $4.9 million for the three months ended June
30, 1998 from $3.6 million for the three months ended June 30, 1997, and
increased 39% to $9.4 million for the six months ended June 30, 1998 from $6.8
million for the six months ended June 30, 1997, primarily due to costs
associated with expansion of the sales force, increased marketing costs and
equipment depreciation. Sales and marketing expenses decreased to 27% of total
revenues for the three months ended June 30, 1998 from 32% for the three months
ended June 30, 1997, and decreased to 28% of total revenues for the six months
ended June 30, 1998 from 33% for the six months ended June 30, 1997. The
decrease in sales and marketing expenses as a percentage of revenues was
primarily the result of spreading expenses over higher revenues.
General and Administrative. General and administrative expenses consist
primarily of salaries and facility costs for administrative, executive and
accounting personnel, as well as certain consulting expenses, insurance costs,
professional fees, depreciation expense and other costs. General and
administrative expenses increased 32% to $2.0 million for the three months ended
June 30, 1998 from $1.5 million for the three months ended June 30, 1997, and
increased 43% to $4.1 million for the six months ended June 30, 1998 from $2.8
million for the six months ended June 30, 1997, primarily as a result of
increased administrative staff. General and administrative expenses decreased to
11% of total revenues for the three months ended June 30, 1998 from 14% for the
three months ended June 30, 1997, and decreased to 12% of total revenues for the
six months ended June 30, 1998 from 14% for the six months ended June 30, 1997.
The decrease of general and administrative expenses as a percentage of revenues
was primarily a result of spreading expenses over higher revenues.
Research and Development. The Company's research and development focuses on
product development and consists primarily of salaries and benefits, related
facility costs, equipment depreciation and outside consulting fees. The
Company's research and development expenses increased 67% to $2.7 million for
the three months ended June 30, 1998 from $1.6 million for the three months
ended June 30, 1997, and increased 68% to $5.1 million for the six months ended
June 30, 1998 from $3.0 million for the six months ended June 30, 1997. Research
and development expenses remained at 15% of total revenues for the three months
ended June 30, 1998 and 1997, and for the six months ended June 30, 1998 and
1997.
Acquisition costs and non-recurring expenses. On June 17, 1998, EAI completed
the acquisition of Sense8. In connection with this acquisition, the Company
posted a non-recurring charge for purchased technology, which resulted in
additional expense of $1,918,000.
10
<PAGE> 11
Goodwill and developed technology amortization was $538,000 for the six months
ended June 30, 1998.
In the first quarter of 1998, EAI formed strategic relationships with General
Electric Corporate Research and Development and Hewlett-Packard Company to
license technology to incorporate into EAI's VisProducts. Both transactions were
accounted for as non-recurring charges to purchased technology expense in the
first quarter of 1998 in the aggregate amount of $4.2 million.
LIQUIDITY AND CAPITAL RESOURCES
The Company historically has satisfied its cash requirements through borrowings,
customer advances, capital lease financing and net proceeds of approximately
$55.6 million from the Company's initial public offering of Common Stock in
February 1996 and follow-on offering of Common Stock in June 1997. As of June
30, 1998, the Company had $31.7 million in cash, cash equivalents and short-term
investments.
Net cash used by operating activities for the six months ended June 30, 1998 was
$4.4 million. This is primarily attributed to acquisition and non-recurring
charges and increased receivables.
Net cash used by investing activities was $7.5 million for the six months ended
June 30, 1998. The use of cash was primarily for office facilities and leasehold
improvements, computer equipment and office furniture to accommodate the
increased number of employees and office locations, and the purchases of
marketable securities partially offset by maturities.
Net cash provided by financing activities was $1.4 million for the six months
ended June 30, 1998. The principal financing source was proceeds from option
exercises.
The Company believes its current cash and short-term investment balances will be
sufficient to meet anticipated cash needs for working capital and capital
expenditures for at least the next twelve months. There can be no assurance that
additional capital beyond the amounts currently forecasted by the Company will
not be required nor that any such required additional capital will be available
on reasonable terms, if at all, at such time as required by the Company.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
The Company or its representatives may, from time to time, make or may have made
certain forward-looking statements, orally or in writing, including, without
limitations, any such statements made or to be made in Management's Discussions
and Analysis of Financial Condition and Results of Operations contained in its
various SEC filings. The Company wishes to ensure that such statements are
accompanied by meaningful cautionary statements, so as to ensure to the fullest
extent possible the protections of the safe harbor established in the Private
Securities Litigation Reform Act of 1995. Accordingly, such statements are
qualified in their entirety by reference to and are accompanied by the following
discussion of certain important factors that
11
<PAGE> 12
could cause actual results to differ materially from those projected in such
forward-looking statements.
The Company cautions the reader that this list of factors may not be exhaustive.
The Company operates in a continually changing business environment, and new
risk factors emerge from time to time. Management cannot predict such risk
factors, nor can it assess the impact, if any, of such risk factors on the
Company's business or the extent to which any factors, or combination of
factors, may cause actual results to differ materially from those projected in
any forward-looking statements. Accordingly, forward-looking statements should
not be relied upon as a prediction of actual results.
VARIABILITY OF OPERATING RESULTS
The Company has experienced and expects to continue to experience fluctuations
in its quarterly results. The Company's revenues are affected by a number of
factors, including the timing of the introduction of new software products and
interactive products by the Company and its competitors, seasonality of certain
customer purchases, product mix, general economic conditions and the Company's
ability to obtain agreements from publishers and distributors to market the
Company's products. The Company's operating results also will vary significantly
depending on changes in pricing, changes in customer budgets and changes in the
volume and timing of orders received, which are difficult to forecast. As a
result of the foregoing and other factors, the Company may experience material
fluctuations in future revenues and operating results on a quarterly or annual
basis. Therefore, the Company believes that period to period comparisons of its
revenues and operating results are not necessarily meaningful and should not be
relied upon as indicators of future performance.
YEAR 2000 COMPUTER CONVERSION
The Company has developed and implemented a plan to upgrade its information
technology in order to prepare for the year 2000 and has completed conversion of
all critical data processing systems. All of the Company's systems and
applications are 2000 compliant. The Company has also initiated communications
with its significant vendors to determine the extent to which the Company's
systems may be vulnerable to third parties' failure to remedy their own 2000
issues. Management currently does not anticipate such a failure to be an issue.
However, operating results could be impacted if the systems of other companies
with whom the Company transacts business are not compliant in a timely manner.
For a more complete discussion of other risk factors affecting the Company, see
the Company's 1997 Form 10-K/A-2.
12
<PAGE> 13
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
See Item 4 in Part II of the Company's quarterly report Form
10-Q/A-1 for the period ended March 31, 1998.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits - See Index to Exhibits
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the quarter
ended June 30, 1998.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 3, 1999 ENGINEERING ANIMATION, INC.
(Registrant)
By: /s/ Jerome M. Behar
---------------------------------
Jerome M. Behar
Vice President of Finance and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
14
<PAGE> 15
INDEX TO EXHIBITS
Exhibit Description
3.1 Certificate of Incorporation, as amended*
27. Financial Data Schedule
- ------------------
*Previously filed
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 14,393
<SECURITIES> 17,280
<RECEIVABLES> 28,555
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 62,846
<PP&E> 14,571
<DEPRECIATION> 0
<TOTAL-ASSETS> 94,759
<CURRENT-LIABILITIES> 12,747
<BONDS> 1,517
0
0
<COMMON> 0
<OTHER-SE> 80,495
<TOTAL-LIABILITY-AND-EQUITY> 94,759
<SALES> 17,915
<TOTAL-REVENUES> 17,915
<CGS> 4,811
<TOTAL-COSTS> 4,811
<OTHER-EXPENSES> 11,854
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (554)
<INCOME-PRETAX> 1,804
<INCOME-TAX> 1,489
<INCOME-CONTINUING> 315
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 315
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
