<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934
-
For the quarterly period ended July 31, 1999
-------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR l5(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER: 0-28784
HOT TOPIC, INC.
---------------
(Exact name of Registrant as Specified in Its Charter)
CALIFORNIA 77-0198182
- ---------- ----------
(State of Incorporation) (IRS Employer Identification No.)
18305 EAST SAN JOSE AVE., CITY OF INDUSTRY, CA 91748
- ------------------------------------------- -- -----
(Address of Principal Executive Offices) (Zip Code)
(Telephone Number of Registrant) (626) 839-4681
--------------
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
-
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of the issuer's common stock as of the latest practicable date: September 2,
------------
1999 - 4,634,936 shares, no par value.
- --------------------------------------
<PAGE>
HOT TOPIC, INC.
INDEX TO FORM 10-Q
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited):
Balance Sheets - July 31, 1999 and January 30, 1999 3
Statements of Income for the:
13 and 26 weeks ended July 31, 1999 and August 1, 1998 4
Statements of Cash Flows for the 26
weeks ended July 31, 1999 and August 1, 1998 5
Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Item 3. Quantitative and qualitative disclosure about market risk 10
PART II. OTHER INFORMATION 10
SIGNATURE PAGE 11
2
<PAGE>
HOT TOPIC, INC. and SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
July 31,1999 Jan 30,1999(a)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $17,589,000 $24,574,000
Inventory 17,284,000 10,447,000
Prepaid expenses and other 2,539,000 1,440,000
Deferred tax asset 322,000 322,000
----------- -----------
Total current assets 37,734,000 36,783,000
Leaseholds, fixtures and equipment:
Furniture, fixtures and equipment 21,574,000 17,710,000
Leasehold improvements 19,027,000 14,725,000
----------- -----------
40,601,000 32,435,000
Less accumulated depreciation 11,821,000 10,540,000
----------- -----------
Net leaseholds, fixtures and equipment 28,780,000 21,895,000
Deposits and other assets 91,000 87,000
----------- -----------
Total Assets $66,605,000 $58,765,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 8,684,000 $ 2,186,000
Accrued payroll and related expenses 4,616,000 4,036,000
Accrued sales and other taxes 663,000 383,000
Income taxes payable 724,000 1,715,000
Current portion of capital
lease obligations 89,000 30,000
----------- -----------
Total current liabilities 14,776,000 8,350,000
Deferred rent 954,000 744,000
Capital lease obligations, less
current portion 126,000 90,000
Deferred tax liability 832,000 832,000
Shareholders' equity
Common shares, no par value; 50,000,000
shares authorized; 4,636,341 and
4,654,431 issued and outstanding at
July 31, 1999 and January 30,1999,
respectively 35,038,000 35,676,000
Deferred compensation (24,000) (43,000)
Retained earnings 14,903,000 13,116,000
----------- -----------
Total shareholders' equity 49,917,000 48,749,000
----------- -----------
Total liabilities and
shareholders' equity $66,605,000 $58,765,000
=========== ===========
</TABLE>
(a) - The balance sheet at Jan. 30, 1999 is derived from the audited financial
statements at that date.
See accompanying notes.
3
<PAGE>
HOT TOPIC, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Second Quarter
(13 weeks ended)
------------------------------
July 31, 1999 Aug. 1, 1998
<S> <C> <C>
Net sales $32,779,000 $20,787,000
Cost of goods sold, including
buying, distribution and
occupancy costs 21,366,000 14,011,000
----------- -----------
Gross margin 11,413,000 6,776,000
Selling, general and
administrative expenses 9,775,000 6,458,000
----------- -----------
Operating income 1,638,000 318,000
Interest income-net 177,000 216,000
----------- -----------
Income before
income taxes 1,815,000 534,000
Provision for
income taxes 663,000 200,000
----------- -----------
Net income $ 1,152,000 $ 334,000
=========== ===========
Net income per share
Basic $ 0.25 $ 0.07
Diluted $ 0.24 $ 0.07
Weighted average shares outstanding
Basic 4,619,000 4,811,000
Diluted 4,819,000 4,984,000
</TABLE>
See accompanying notes.
<TABLE>
<CAPTION>
Six Months
(26 weeks ended)
------------------------------
July 31, 1999 Aug. 1, 1998
<S> <C> <C>
Net sales $61,065,000 $38,101,000
Cost of goods sold, including
buying, distribution and
occupancy costs 39,906,000 25,603,000
----------- -----------
Gross margin 21,159,000 12,498,000
Selling, general and
administrative expenses 18,740,000 12,359,000
----------- -----------
Operating income 2,419,000 139,000
Interest income-net 396,000 467,000
----------- -----------
Income before income taxes 2,815,000 606,000
Provision for income taxes 1,028,000 227,000
----------- -----------
Net income $ 1,787,000 $ 379,000
=========== ===========
Net income per share
Basic $ 0.39 $ 0.08
Diluted $ 0.37 $ 0.08
Weighted average shares outstanding
Basic 4,620,000 4,794,000
Diluted 4,768,000 4,982,000
</TABLE>
See accompanying notes.
4
<PAGE>
HOT TOPIC, INC. and SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (Unaudited)
<TABLE>
<CAPTION>
Year-to-date (26 weeks) ended
-------------------------------
July 31,1999 Aug. 1,1998
<S> <C> <C>
Net income $ 1,787,000 $ 379,000
Adjustments to reconcile net
income to net cash flows provided by
(used in) operating activities:
Depreciation and amortization 2,594,000 1,857,000
Deferred rent 209,000 107,000
Deferred compensation 18,000 18,000
Loss on disposal of fixed assets 192,000
Changes in operating assets
and liabilities:
Inventory (6,837,000) (3,644,000)
Prepaid expenses and other (1,098,000) (1,298,000)
Deposits and other assets (4,000) (1,000)
Accounts payable 6,498,000 3,368,000
Accrued payroll and related expenses 580,000 (12,000)
Accrued sales and other taxes payable 280,000 167,000
Income taxes payable (991,000) (1,145,000)
----------- -----------
Net cash flows provided by (used
in) operating activities 3,228,000 (204,000)
Investing Activities:
Purchases of property and equipment (9,559,000) (4,729,000)
Net cash flows used in ----------- -----------
investing activities (9,559,000) (4,729,000)
Financing Activities:
Payments on capital lease
obligations (16,000) (15,000)
Repurchase common shares (1,065,000)
Proceeds from exercise of stock options 427,000 257,000
----------- -----------
Net cash flows (used in) provided
by financing activities (654,000) 242,000
Decrease in cash ----------- -----------
and cash equivalents (6,985,000) (4,691,000)
Cash and cash equivalents
at the beginning of period 24,574,000 26,579,000
----------- -----------
Cash and cash equivalents
at the end of period $17,589,000 $21,888,000
=========== ===========
Supplemental Information:
Cash paid during the period
for interest $ 12,000 $ 9,000
Cash paid during the period
for income taxes $ 2,145,000 $ 1,371,000
Capital lease obligations
entered into for equipment $ 112,000 -
</TABLE>
See accompanying notes.
5
<PAGE>
HOT TOPIC, INC. and SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. Organization and Basis of Presentation:
---------------------------------------
Hot Topic, Inc. (the "Company") is a mall-based specialty retailer of
music-licensed and music-influenced apparel, accessories and gift items for
young men and women principally between the ages of 12 and 22. At the end of
the quarter (July 31, 1999), the Company operated 184 stores in 40 states
throughout the United States.
The information set forth in these financial statements is unaudited except
for the January 30, 1999 balance sheet. These statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information, the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting only of normal
recurring accruals, necessary for a fair presentation have been included. The
results of operations for the 13 and 26 weeks ended July 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
January 29, 2000. For further information, refer to the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended January 30, 1999.
NOTE 2. Net Income Per Share:
---------------------
The Company computes net income per share pursuant to Statement of
Financial Accounting Standards Board No. 128 "Earnings Per Share" (Statement No.
128). Basic net income per share is computed based on the weighted average
number of shares outstanding for the period. Diluted net income per share is
computed based on the weighted average number of common and potentially dilutive
common stock equivalents outstanding for the period.
6
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's discussion and analysis should be read in conjunction with the
Company's Consolidated Financial Statements and the Notes related thereto.
RESULTS OF OPERATIONS
13 Weeks Ended July 31, 1999 (Second Quarter of Fiscal 1999) Compared to 13
- ---------------------------------------------------------------------------
Weeks Ended August 1, 1998 (Second Quarter of Fiscal 1998)
- -----------------------------------------------------------
Net sales increased $11,992,000, or 57.7%, to $32,779,000 during the second
quarter of fiscal 1999 from $20,787,000 during the second quarter of fiscal
1998. The increased sales in the second quarter of fiscal 1999 were attributable
to an increase in the number of stores, and to a 16.9% increase in comparable
store sales as compared to the second quarter of fiscal 1998 Net sales for the
66 stores not yet qualifying as comparable stores contributed approximately
$9,000,000 of the increase in net sales. The comparable store sales increase of
16.9% contributed approximately $3,000,000 of the increase in net sales. In the
second quarter of fiscal 1998, comparable store sales increased by 2.0% as
compared to the second quarter of fiscal 1997. The sales mix was approximately
the same in the quarter as in the second quarter of fiscal 1998. Sales of
apparel category merchandise, as a percentage of total net sales, were 47% in
the second quarter of 1999 compared to 49% in the second quarter of 1998.
Gross margin increased approximately $4,637,000 to $11,413,000 during the
second quarter of fiscal 1999 from $6,776,000 during the second quarter of
fiscal 1998. As a percentage of net sales, gross margin increased to 34.8%
during the second quarter of fiscal 1999 from 32.6% in the second quarter of
fiscal 1998. The increase in gross margin as a percentage of net sales primarily
reflects the leveraging of occupancy expenses by the higher average net sales
per store. The Company's merchandise margins, as a percentage of sales, were
slightly higher in the second quarter of 1999 compared to the second quarter of
1998, the result of slightly higher initial mark ups and lower mark downs.
Selling, general and administrative expenses increased approximately
$3,317,000 to $9,775,000 during the second quarter of fiscal 1999 from
$6,458,000 during the second quarter of fiscal 1998, but decreased as a
percentage of net sales to 29.8% in the second quarter of fiscal 1999 from 31.1%
in the second quarter of fiscal 1998. The decrease as a percentage of net sales
was primarily attributable to a reduction of store payroll and overhead expense
as a percentage of net sales due to the operating leverage achieved through the
higher average sales per store.
Operating income increased approximately $1,320,000 to $1,638,000 during
the second quarter of fiscal 1999 from $318,000 during the second quarter of
fiscal 1998. As a percentage of net sales, the operating income was 5.0% in the
second quarter of fiscal 1999 compared to 1.5% in the second quarter of fiscal
1998.
Interest income, net, decreased approximately $39,000 to $177,000 in the
second quarter of fiscal 1999 from $216,000 in the second quarter of fiscal
1998, principally due to lower average cash balances.
7
<PAGE>
26 Weeks Ended July 31, 1999 (First Six Months of Fiscal 1999) Compared to 26
- -----------------------------------------------------------------------------
Weeks Ended August 1, 1998 (First Six Months of Fiscal 1998)
- -------------------------------------------------------------
Net sales increased $22,964,000, or 60.3%, to $61,065,000 during the first
six months of fiscal 1999 from $38,101,000 during the first six months of fiscal
1998. Net sales for the 66 stores not yet qualifying as comparable stores
contributed approximately $17,500,000 of the increase in net sales. Comparable
store sales increased 16.2% and contributed approximately $5,500,000 of the
increase in net sales for the first six months of fiscal 1999. The increased
sales in the first six months of fiscal 1999 were attributable to increases in
the sales of apparel category merchandise as a percentage of total net sales and
improvements in the allocation and distribution of merchandise to the stores.
Gross margin increased approximately $8,661,000 to $21,159,000 during the
first six months of fiscal 1999 from $12,498,000 during the first six months of
fiscal 1998. As a percentage of net sales, gross margin increased to 34.6%
during the first six months of fiscal 1999 from 32.8% in the first six months of
fiscal 1998. The increase in gross margin as a percentage of net sales primarily
reflects the leveraging of occupancy expenses by the higher average net sales
per store. The Company's merchandise margins, as a percentage of sales, were
approximately the same in the first half of 1999 compared to the first half of
1998.
Selling, general and administrative expenses increased approximately
$6,381,000 to $18,740,000 during the first six months of fiscal 1999 from
$12,359,000 during the first six months of fiscal 1998, but decreased as a
percentage of net sales to 30.7% in the first six months of fiscal 1999 from
32.4% in the first six months of fiscal 1998. The decrease as a percentage of
net sales was primarily attributable to lower store payroll and store operating
expenses as a percentage of net sales, primarily reflecting the leveraging of
store payroll and other store operating expenses by the higher average net sales
per store. Pre-opening expense also decreased as a percentage of sales,
principally due to the higher sales volume..
Operating income increased to $2,419,000 during the first six months of
fiscal 1999 from $139,000 during the first six months of fiscal 1998. As a
percentage of net sales, operating income was 4.0% for the first six months of
fiscal 1999 compared to 0.4% for the first six months of fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
Historically, as well as during the second quarter and first half of fiscal
1999, the Company's primary uses of cash have been to finance store openings,
the Company's new headquarters and merchandise distribution facility and to
purchase merchandise inventories. The Company has historically satisfied its
cash requirements principally from cash flows from operations, and in earlier
years also from proceeds from the sale of equity securities.
Working capital at July 31, 1999 was $22,958,000 compared to $28,433,000
at January 30, 1999. The decrease was primarily due to the use of working
capital to finance the new store openings as well as the construction,
equipment, fixtures and furniture for the Company's new headquarters and
merchandise distribution facility. The Company moved into the merchandise
distribution portion of the facility during the second half of May 1999 and into
the headquarters portion of the facility at the end of June 1999.
Cash flows provided by (used in) operating activities were $3,228,000 and
($204,000) in the first six months of fiscal 1999 and 1998, respectively. The
increase in cash flows provided by operating activities in the first six months
of fiscal 1999 was primarily due to the increase in net income.
8
<PAGE>
Cash flows used in investing activities were $9,559,000 and $4,729,000 in
the first six months of fiscal 1999 and 1998, respectively. Cash flows used in
investing activities relate primarily to store openings, computer hardware and
software and, in 1999, to the construction, equipment, fixtures and furniture
for the Company's new headquarters and merchandise distribution facility. The
Company opened 26 and 25 stores in the first six months of fiscal 1999 and 1998,
respectively.
Cash flows provided by (used in) financing activities were ($654,000) and
$242,000 in the first six months of fiscal 1999 and 1998, respectively. The
increase in cash flows used in financing activities is primarily due to the
Company's use of $1,065,000 to repurchase 69,000 shares of its Common Stock in
the first six months of fiscal 1999.
The Company believes that its current cash balances and cash generated from
operations will be sufficient to fund its operations and planned expansion
through fiscal 1999.
SEASONALITY
The Company's business is subject to seasonal influences, with heavier
concentrations of sales during the Christmas holiday, back-to-school season, and
other periods when schools are not in session. The Christmas holiday season
remains the Company's single most important selling season. As is the case with
many retailers of apparel, accessories and related merchandise, the Company
typically experiences lower net sales during the first fiscal six months. The
Company does not believe that inflation has had a material adverse effect on its
net sales or results of operations. The Company has generally been able to pass
on increased costs related to inflation through increases in selling prices.
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, the sufficiency of the Company's
working capital and cash flows from operating activities, the implementation and
management of the Company's growth strategy, the demand for the merchandise
offered by the Company, the ability of the Company to obtain adequate
merchandise supply, the ability of the Company to gauge the fashion tastes of
its customers and provide merchandise that satisfies customer demand, the effect
of economic conditions, the effect of severe weather or natural disasters and
the effect of competitive pressures from other retailers as well as other risks
detailed from time to time in the Company's SEC reports, including the Company's
Annual Report on Form 10-K for the fiscal year ended January 30, 1999.
YEAR 2000
The year 2000 issue exists because many computer applications currently use
two-digit date fields to designate a year. As the century date occurs, time-
sensitive software may recognize a date using "00" as the year 1900 rather than
the year 2000. This could result in the computer shutting down or performing
incorrect computations, leading to disruptions in normal business processing.
9
<PAGE>
The Company's plan to resolve the Year 2000 issue involves the following
four phases: assessment, remediation, testing and implementation. During 1998,
the Company completed its assessment of all critical systems and developed a
plan to bring these systems into compliance. The Company has obtained
information from the vendors for its integrated store, merchandising,
distribution and financial systems as to required modifications and timing of
those modifications to ensure that the systems will be Year 2000 compliant.
These efforts began in mid-1998 and are scheduled to be completed in the third
and fourth quarters of fiscal 1999. During the first and second quarters of
fiscal 1999, the hardware for these systems was tested and, as required,
replacement hardware and operating systems were installed. The Company also
tested certain portions of revised software of its vendor. The Company's plans
call for further testing of the vendor's revised software in the third quarter
of fiscal 1999, and full implementation during the third and fourth quarters of
fiscal 1999. The cost of the Company's Year 2000 problem initiatives is expected
to be approximately $100,000 to $150,000.
The Company does not have systems that interface directly with significant
third party vendors and has queried its significant suppliers of merchandise and
services that do not share information systems with the Company ("external
agents"). To date, the Company is not aware of any external agent with a Year
2000 issue that would materially impact the Company's results of operations,
liquidity or capital resources. However, the Company has no means of ensuring
that external agents will be Year 2000 ready. The inability of external agents
to complete their Year 2000 resolution process in a timely fashion could have a
material impact on the Company. The effect of non-compliance by external agents
is not determinable.
The Company has not yet completed its contingency plan with respect to a
worst case scenario in the event of non-compliance by external agents. The
Company does not presently believe that an interruption in the supply of
merchandise would have a significant adverse impact on its operations since it
purchases merchandise from over 600 vendors, none of which historically supplies
more than approximately 5% of the Company's annual purchases. However, the
Company may increase inventory levels of certain merchandise late in calendar
1999 to offset the risk that certain vendors may be adversely affected by Year
2000 issues. The Company presently uses United Parcel Service ("UPS") to ship
merchandise to its stores. The Company has contacted UPS regarding Year 2000
compliance and received written confirmation from UPS that UPS believes it will
be fully compliant by December 31, 1999.
While the Company believes its planning efforts are adequate to address its
Year 2000 concerns, there can be no guarantee that the systems of other
companies on which the Company's systems and operations rely will be converted
on a timely basis and will not have a material adverse effect on the Company.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
PART II. - OTHER INFORMATION
Items 1-3 and 5 are not applicable.
Item 4. Submission of Matters to a vote of Security Holders
10
<PAGE>
The annual meeting of shareholders of the Company (the "Annual
Meeting") was held on June 1, 1999 in Pomona, California. The Company had
4,595,931 shares of Common Stock outstanding as of April 19, 1999, the
record date for the Annual Meeting.
Proposal 1 - Election of Directors
Each of the candidates listed below were duly elected to the Board of
directors at the Annual Meeting by the tally indicated.
Candidate Votes in Favor Votes Withheld
--------- -------------- ---------------
Robert M. Jaffe 3,999,710 0
Orval D. Madden 3,999,710 0
Edgar F. Berner 3,999,710 0
Stanley E. Foster 3,999,710 0
Bruce A. Quinnell 3,999,710 0
Corrado Federico 3,999,710 0
Andrew Schuon 3,999,710 0
Proposal 2 - Ratification of Selection of Ernst & Young, LLP as Independent
Auditors
Votes in favor Votes Against Votes Abstained
-------------- ------------- ---------------
4,007,632 300 750
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27.1 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period.
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.
Hot Topic, Inc.
(Registrant)
Date: 9/2/99 /s/ Orval D. Madden
------ -------------------
Orval D. Madden
President and Chief
Executive Officer (principal executive
officer)
Date: 9/2/99 /s/ Jay A. Johnson
------ ------------------
Jay A. Johnson
Chief Financial Officer
(principal financial and accounting officer)
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> JAN-29-2000 JAN-29-2000
<PERIOD-START> MAY-02-1999 JAN-31-1999
<PERIOD-END> JUL-31-1999 JUL-31-1999
<CASH> 17,589 17,589
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 17,284 17,284
<CURRENT-ASSETS> 37,734 37,734
<PP&E> 40,601 40,601
<DEPRECIATION> 11,821 11,821
<TOTAL-ASSETS> 66,605 66,605
<CURRENT-LIABILITIES> 14,776 14,776
<BONDS> 0 0
0 0
0 0
<COMMON> 35,038 35,038
<OTHER-SE> 14,927 14,927
<TOTAL-LIABILITY-AND-EQUITY> 66,605 66,605
<SALES> 32,779 61,065
<TOTAL-REVENUES> 32,779 61,065
<CGS> 21,366 39,906
<TOTAL-COSTS> 21,366 39,906
<OTHER-EXPENSES> 9,775 18,740
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 1,815 2,815
<INCOME-TAX> 663 1,028
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,152 1,787
<EPS-BASIC> 0.25 0.39
<EPS-DILUTED> 0.24 0.37
</TABLE>
