<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
X Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
- -- Act of 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
OR
Transition report pursuant to Section 13 or 15(d) of the Securities
- -- Exchange Act of 1934
COMMISSION FILE NUMBER: 0-21773
FIREARMS TRAINING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 57-0777018
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7340 MCGINNIS FERRY ROAD
SUWANEE, GEORGIA 30024
(Address of principal executive offices)
TELEPHONE NUMBER (770) 813-0180
(Registrant's telephone number, including area code)
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 July 30, 1997, there were (1) 20,405,083 shares of the Registrant's
Class A Common Stock and (2) no shares of the Registrant's Class B Common Stock
outstanding.
<PAGE> 2
FIREARMS TRAINING SYSTEMS, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
--------
<S> <C> <C>
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Condensed Consolidated Statements of Income
Three months ended June 30, 1997 and 1996 ............................ 3
Condensed Consolidated Balance Sheets
June 30, 1997 and March 31, 1997 ...................................... 4
Condensed Consolidated Statements of Cash Flows
Three months ended June 30, 1997 and 1996 ............................. 5
Notes to Condensed Consolidated Financial Statements .................. 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ............................................. 7
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ..................................................... 11
ITEM 5. OTHER INFORMATION...................................................... 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ...................................... 12
SIGNATURES ............................................................ 13
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FIREARMS TRAINING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30,
------------------------
1997 1996
------- -------
<S> <C> <C>
Revenues $18,609 $13,734
Cost of revenues 8,241 6,561
------- -------
Gross profit 10,368 7,173
------- -------
Operating expenses:
Selling, general and administrative expenses 3,932 2,796
Research and development expenses 1,363 962
Depreciation and amortization 176 92
------- -------
Total operating expenses 5,471 3,850
------- -------
Operating profit 4,897 3,323
------- -------
Other income (expense), net:
Interest income (expense), net (1,454) 96
Other income (expense), net (27) 69
------- -------
Total other income (expense), net (1,481) 165
------- -------
Income before income taxes 3,416 3,488
Provision for income taxes 1,230 1,273
------- -------
Net income $ 2,186 $ 2,215
======= =======
Earnings per share $ 0.10 $ 0.14
======= =======
Weighted average common and common equivalent
shares outstanding 21,691 16,029
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
3
<PAGE> 4
FIREARMS TRAINING SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30, March 31,
1997 1997
-------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,809 $ 1,663
Accounts receivable, net 15,621 20,690
Inventories 15,938 11,965
Prepaid expenses and other current assets 302 477
Deferred income taxes 1,501 1,491
------- -------
Total current assets 38,171 36,286
Property and equipment, net 3,146 2,660
Escrow and other deposits 175 171
Other assets 4,715 3,004
------- -------
$46,207 $42,121
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,747 $ 4,538
Accrued liabilities 6,688 7,400
Income taxes payable 1,272 653
Deferred warranty revenue and reserves 2,581 1,757
Current maturities of long-term debt 2,382 1,588
------- -------
Total current liabilities 16,670 15,936
------- -------
Long-term debt, less current maturities 58,218 57,012
------- -------
Other noncurrent liabilities 501 551
------- -------
Stockholders' equity:
Class A common stock -- --
Additional paid-in-capital 112,345 112,331
Accumulated (deficit) earnings (141,616) (143,802)
Cumulative foreign currency translation adjustment 89 93
------- -------
Total stockholders' (deficit) equity (29,182) (31,378)
------- -------
$46,207 $42,121
======= =======
</TABLE>
The accompanying notes are an integral part of these condensed
consolidated statements.
4
<PAGE> 5
FIREARMS TRAINING SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30,
-------------------------
1997 1996
------------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,186 $ 2,215
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 315 92
Deferred income taxes (10) --
Changes in assets and liabilities:
Accounts receivable, net 5,069 334
Inventories (3,823) (1,790)
Prepaid expenses and other current assets 174 25
Escrow and other deposits (4) 29
Accounts payable (791) (2,201)
Accrued liabilities (712) (2,291)
Income taxes payable 627 (47)
Deferred revenues and reserves 773 (278)
Noncurrent liabilities (50) (2)
------- -------
Total adjustments 1,568 (6,129)
------- -------
Net cash provided by (used in) operating activities 3,754 (3,914)
------- -------
Cash flows from investing activities:
Payments for business acquisition (2,150) --
Additions to property and equipment, net (461) (27)
------- -------
Net cash used in investing activities (2,611) (27)
------- -------
Cash flows from financing activities:
Borrowings of long-term debt 2,000 --
Proceeds from sales of common stock 7 --
Other assets -- --
------- -------
Net cash used in financing activities 2,007 --
------- -------
Effect of changes in foreign exchange rates (4) 4
------- -------
Net increase (decrease) in cash 3,146 (3,937)
Cash, beginning of period 1,663 8,121
======= =======
Cash, end of period $ 4,809 $ 4,184
======= =======
Supplemental disclosures of cash paid for:
Interest $ 1,316 $ --
======= =======
Income taxes $ 647 $ 1,286
======= =======
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated statements.
5
<PAGE> 6
FIREARMS TRAINING SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION.
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management,
all adjustments, consisting of normal recurring adjustments, considered
necessary for a fair presentation have been included. Operating results for
the three month period ended June 30, 1997 are not necessarily indicative
of the results that may be expected for the year ended March 31, 1998. For
further information, refer to the company's consolidated financial
statements and footnotes thereto for the year ended March 31, 1997.
2. INVENTORY.
Inventories consist primarily of simulators, computer hardware, projectors,
and component parts. Inventories are valued at the lower of cost (on a
first-in, first-out basis) or market. Cost includes materials, labor, and
manufacturing overhead. Market is defined as net realizable value.
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
June 30, March 31,
1997 1997
-------- ----------
<S> <C> <C>
Raw materials $ 7,934 $ 8,233
Work in progress 6,589 2,816
Finished Goods 1,415 916
-------- ---------
$ 15,938 $ 11,965
======== =========
</TABLE>
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of
Operations should be read in conjunction with the Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in the
Company's most recently filed Form 10-K.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1997 and 1996
Net Revenues. Revenues increased $4.9 million, or 35.5%, to $18.6 million for
the three months ended June 30, 1997 as compared to the $13.7 million for the
three months ended June 30, 1996. This increase was primarily attributable to a
$3.9 million, or 110.4%, increase in sales to international customers.
This increase in international revenues was primarily due to the delivery of
orders from an international customer totaling approximately $5.7 million.
Cost of Revenues. Costs of revenues increased $1.7 million, or 25.6%, to $8.2
million for the three months ended June 30, 1997 as compared to the $6.6 million
for the three months ended June 30, 1996. As a percentage of revenues, cost of
revenues decreased to 44.3% for the three months ended June 30, 1997 as compared
to 47.8% for the three months ended June 30, 1996. The decrease was primarily
due to the product and customer mix changes.
Gross Profit. As a result of the foregoing, gross profit increased $3.2 million,
or 44.5%, to $10.4 million, or 55.7% of revenues, for the three months ended
June 30, 1997 as compared to $7.2 million, or 52.2% of revenues, for the three
months ended June 30, 1996.
Total Operating Expenses. Total operating expenses increased $1.6 million, or
42.1%, to $5.5 million for the three months ended June 30, 1997 as compared to
$3.9 million for the three months ended June 30, 1996. As a percentage of
revenues, total operating expenses increased to 29.4% for the three months ended
June 30, 1997 as compared to 28.0% for the three months ended June 30, 1996.
Approximately $1.1 million of the increase is attributable to a 40.6% increase
in selling, general and administrative ("S,G&A") expenses. This increase in
S,G&A is due primarily to an increase in selling expenses attributable to the
increase in revenue and to a lesser extent an overall increase in the level of
S,G&A due to the expansion of the Company's infrastructure. Operating expenses
also increased due to the $0.4 million increase in Research and Development
("R&D") expenses. R&D expenses as a percentage of revenue increased to 7.3% for
the three months ended June 30, 1997 as compared to 7.0% for the three months
ended June 30, 1996. The increase in R&D expenses is associated with the
Company's commitment to the development of new products and improvements of
existing products.
Operating Income. As a result of the foregoing, operating income increased $1.6
million, or 47.4%, to $4.9 million, or 26.3% of revenues, for the three months
ended June 30, 1997 as compared to 24.2% of revenues, for the three months ended
June 30, 1996.
7
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Other Income (Expense), net. Net interest expense totaled $1.5 million, or 7.8%
of revenues for the three months ended June 30, 1997 as compared to net interest
income of $96,000 for the three months ended June 30, 1996. The increase in net
interest expense is a result of interest expense and amortization of deferred
financing costs related to debt incurred in connection with the recapitalization
of the Company on July 31, 1996.
Provision for Income Taxes. The effective tax rate decreased to 36.0% of income
before taxes for the three months ended June 30, 1997 as compared to 36.5% of
income before taxes for the three months ended June 30, 1996. This decrease was
primarily attributable to the increase in international revenues as a percentage
of revenues, which increased the tax benefits derived from the Company's foreign
sales subsidiary.
Net Income. As a result of the foregoing, net income as reported decreased
$29,000, or 1.3%, to $2.2 million ($0.10 per share), or 11.7% of revenues for
the three months ended June 30, 1997 as compared to $2.2 million ($0.14 per
share), or 16.1% of revenues for the three months ended June 30, 1996.
Pro Forma Results. The following pro forma results give effect to the
recapitalization and the initial public offering of the Company's common stock
on November 26, 1996 (the "Offering") as if each occurred at the beginning of
the respective periods. The pro forma results exclude the nonrecurring expenses
incurred in connection with the recapitalization and the extraordinary loss
related to the early extinguishment of debt and reflect interest expense for all
periods presented, based on the borrowings from the Company's credit facility of
$58.6 million outstanding after the Offering. The pro forma net income for the
three months ended June 30, 1997 was $2.2 million ($0.10 per share), or 11.7% of
revenues, an increase of $0.9 million over the $1.3 million ($0.06 per share)
pro forma net income for the three months ended June 30, 1996.
BACKLOG
Backlog, representing customer orders that have been contracted for future
delivery, totaled $29.9 million at June 30, 1997. Approximately 77.1% and 19.4%
of this backlog was attributable to international and U.S. military customers,
respectively.
Contracts with U.S. and other governments may generally be terminated by the
customer in whole or in part for default or its convenience if such termination
would be in the best interest of the customer. Accordingly, there can be no
assurance that the Company's backlog will result in future revenues. However,
these contracts generally provide for reimbursement of costs incurred through
the date of termination.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal liquidity and capital needs are to fund debt service,
working capital and capital expenditures necessary to support its growth. Net
working capital was $21.5 million at June 30, 1997 and $20.4 million at March
31, 1997.
The Company's operating activities generated cash of $3.8 million in the three
months ended June 30, 1997 and used $3.9 million in the three months ended June
30, 1996. The $7.7 million increase in net cash provided by operations was
primarily due to the decrease in accounts
8
<PAGE> 9
receivable due to the timing of payments from customers. Cash generated from
operations in the three months ended June 30, 1997 and 1996 was further affected
by an increase in inventories and decreases in accounts payable and accrued
liabilities.
The Company's investing activities used cash of $2.6 million for the three
months ended June 30, 1997 and $27,000 for the three months ended June 30, 1996.
The Company's primary investing activity in the three month period ended June
30, 1997, was the purchase of the ICAT division from SBS Technologies on June
26, 1997 for $2,150,000, including transaction costs. The Company's other use of
cash for investing activities for the three months ended June 30, 1997 was
capital expenditures that were primarily for equipment used in manufacturing,
R&D and general administration.
The Company's financing activities used cash of $2.0 million for the three
months ended June 30, 1997. The Company's primary financing activity in the
three month period ended June 30, 1997, was the borrowing of $2 million from its
credit facility to finance the purchase of the ICAT division from SBS
Technologies on June 26, 1997.
The Company's indebtedness and the related covenants will have several important
effects on its future operations, including, but not limited to, the following:
(i) a portion of the Company's cash flow from operations must be dedicated to
the payment of interest on and principal of its indebtedness and will not be
available for other purposes; (ii) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, R&D,
acquisitions, general corporate purposes or other purposes may be limited; and
(iii) the Company's level of indebtedness could limit its flexibility in
reacting to business developments and changes in its industry and economic
conditions generally.
The Company believes that cash flow from operations and borrowings available
under its credit agreement will be sufficient to meet the Company's presently
anticipated working capital, capital expenditure and debt service needs for at
least the next 12 months.
CERTAIN FORWARD LOOKING STATEMENTS
Firearms Training Systems, Inc. ("FATS") continues to make deliveries to and
is actively pursuing additional business from all branches of the U.S.
military. Revenue from U.S. military customers, however, was approximately $7
million below expectations in the first quarter. The primary reason for lower
than expected revenue in the first quarter fiscal 1998 was the delay in
expected follow-on orders from the U.S. Army National Guard.
Additionally, FATS now anticipates that U.S. military revenue will be
approximately $20 million to $25 million lower than previously expected in the
full fiscal year ending March 31, 1998. The anticipated decrease in revenue of
13% to 18% for full fiscal 1998, as compared to fiscal 1997, primarily reflects
revisions in the expected timing of business from the U.S. Army active and
reserve components. On July 21, 1997, the U.S. Army issued the first formal
document in the procurement process for Army Engagement Skills Trainers (EST).
The draft Training System Requirements Document (TSRD) states the Army's intent
to award a contract for the purchase of the EST, but does not set forth
specifics concerning milestones and delivery schedules for the EST. Although the
U.S. Army has indicated intent to award a contract in
9
<PAGE> 10
calendar 1997, it is unlikely that the Company will obtain and deliver
significant orders to the active component of the U.S. Army before fiscal 1999,
beginning April 1, 1998. Furthermore, continued delays in anticipated orders by
the U.S. Army National Guard and U.S. Army Reserves are expected until such time
as the Army contract is in place.
While management believes that law enforcement and international revenues for
the year will be in line with expectations, the overall shortfall in
consolidated revenues due to delays in U.S. military orders will affect FATS'
fiscal 1998 operating margins adversely. Assuming delivery of the June 30
backlog as scheduled (approximately 85% of which amount is due to be shipped in
fiscal 1998) and shipments for additional orders from new and existing
customers, FATS currently anticipates operating margins of approximately 20-25%
in fiscal 1998. Combined with a reduced revenue base, such margins would result
in a 25-40% decrease in operating income from the level achieved in fiscal 1997.
The foregoing forward-looking statements are subject to a number of factors
which could cause actual results to differ as described above and under Item 5
"Other Information". No assurance can be given that actual revenues, operating
income or net income will not be materially different than those anticipated
above.
10
<PAGE> 11
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in legal proceedings from time to time in the ordinary
course of its business. As of the date of this filing, there are no legal
proceedings pending against the Company which management believes are material.
ITEM 5. OTHER INFORMATION
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995:
Certain statements in this filing, and elsewhere (such as in other filings by
the Company with the Commission, press releases, presentations by the Company or
its management and oral statements) constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, (i) those described above including the
timing and size of, and the Company's success in competing for, new contracts
awarded by military and other government customers; (ii) significant variability
in the Company's quarterly revenues and results of operations as a result of
variations in the number and size of the Company's shipments in a particular
quarter while a significant percentage of its operating expenses are fixed in
advance; (iii) concentrations of revenues from a few large customers who vary
from one period to the next; (iv) the high percentage of sales to military and
law enforcement authorities whose orders are subject to extensive government
regulations, termination for a variety of factors and budgetary constraints; (v)
a significant proportion of international sales which may be subject to
political, monetary and economic risks; (vi) the relatively undeveloped nature
of the market for small and supporting arms training simulators and the need for
continued adoption of simulation training systems if the market is to expand;
(vii) the potential for increased competition; (viii) the Company's ability to
attract and retain key personnel and adapt to changing technologies; and (ix)
other factors described in the Company's Form 10-K for the fiscal year ended
March 31, 1997 under the caption Part I and in the Company's Prospectus under
the caption "Risk Factors".
11
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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following documents are filed with this report as exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
11.01 Statement regarding computation of net income per common share.
27.01 Financial Data Schedule. (for SEC use only).
</TABLE>
(b) No reports on Form 8-K were filed during the quarter ended June 30, 1997.
12
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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.
DATED: August 4, 1997
FIREARMS TRAINING SYSTEMS, INC.
(Registrant)
\s\ Peter A. Marino
--------------------------------------------
Peter A. Marino
Chief Executive Officer and President
\s\ David A. Apseloff
--------------------------------------------
David A. Apseloff
Chief Financial Officer, Vice President,
Treasurer, and Assistant Secretary
(Principal Financial and Accounting Officer)
13
<PAGE> 1
EXHIBIT 11.01
FIREARMS TRAINING SYSTEMS, INC.
STATEMENT REGARDING COMPUTATION OF NET INCOME PER COMMON SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
PRIMARY EARNINGS PER SHARE (1) FULLY DILUTED EARNINGS PER SHARE (1)
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Weighted average number of common
shares outstanding 20,403 49,800 (2) 20,403 49,800 (2)
Shares repurchased in conjunction with
the Recapitalization -- (46,832)(3) -- (46,832) (3)
Shares issued in conjunction with the
Recapitalization -- 11,165 (4) -- 11,165 (4)
Shares granted to management -- 37 (5) -- 37 (5)
Shares purchased by management -- 232 (5) -- 232 (5)
Shares issued upon assumed exercise of
outstanding warrants -- 288 (6) -- 288 (6)
Shares issued upon assumed exercise of
outstanding options 1,288 1,339 (7) 1,323 1,339 (7)
Weighted average common and common -------- -------- -------- -------
equivalent shares outstanding 21,691 16,029 21,726 16,029
======== ======== ======== =======
Net income $ 2,186 $ 2,215 $ 2,186 $ 2,215
======== ======== ======== =======
Earnings per share $ 0.10 $ 0.14 $ 0.10 $ 0.14
======== ======== ======== =======
</TABLE>
- ---------
(1) Shares reflect a 100,000-for-one stock split in July 1996 in connection
with the recapitalization and a split of 1.66-for-one in October 1996.
(2) Shares reflect the weighted average shares prior to the recapitalization of
49,800,000 shares.
(3) Shares were repurchased from THIN International for $171.2 million in
connection with the recapitalization and are assumed to be outstanding for
all periods presented.
(4) Shares were issued for $36 million in connection with the recapitalization
and are assumed to be outstanding for all periods presented.
(5) Shares purchased by or granted to management for approximately $3.25 per
share which are assumed to be outstanding for all periods presented.
(6) Represents warrants attached to the bridge notes, at approximately
$0.000006 per warrant, which are assumed to be outstanding for all periods
presented through the date of the offering, using the treasury stock
method at the initial offering price of $14 per share. These warrants were
repurchased and retired by the Company with proceeds from the offering.
(7) Represents 1,742,834 stock options exercisable at approximately $3.25 per
option, which are assumed to be outstanding for all periods presented,
using the treasury stock method.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 4,809
<SECURITIES> 0
<RECEIVABLES> 15,721
<ALLOWANCES> 100
<INVENTORY> 15,938
<CURRENT-ASSETS> 38,171
<PP&E> 5,645
<DEPRECIATION> 2,499
<TOTAL-ASSETS> 46,207
<CURRENT-LIABILITIES> 16,670
<BONDS> 0
0
0
<COMMON> 112,345
<OTHER-SE> (141,527)
<TOTAL-LIABILITY-AND-EQUITY> 46,207
<SALES> 18,609
<TOTAL-REVENUES> 18,609
<CGS> 8,241
<TOTAL-COSTS> 8,241
<OTHER-EXPENSES> 5,498
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,454
<INCOME-PRETAX> 3,416
<INCOME-TAX> 1,230
<INCOME-CONTINUING> 2,186
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,186
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
