UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 MARCH 23, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12385
NEWPORT NEWS SHIPBUILDING INC.
(Exact name of registrant as specified in its charter)
Delaware 74-1541566
State or Other Jurisdiction of IRS Employer
Incorporation or Organization Identification No.
4101 Washington Avenue, Newport News, Virginia 23607
- - ---------------------------------------------- -----
Address of Principal Executive Offices Zip Code
(757) 380-2000
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Common Stock, par value $.01 per share: 34,837,572 shares as of April 15, 1997.
<PAGE>
TABLE OF CONTENTS
PAGE
Part I--Financial Information
Newport News Shipbuilding Inc.
Statements of Earnings.......................................... 2
Consolidated Balance Sheets..................................... 3
Statements of Cash Flows........................................ 4
Notes to Financial Statements................................... 5
Management's Discussion and Analysis of Financial Condition and
Results of Operations....................................... 7
Part II--Other Information
Item 1. Legal Proceedings......................................... 10
Item 2. Changes in Securities..................................... 10
Item 3. Defaults Upon Senior Securities........................... *
Item 4. Submission of Matters to a Vote of Security Holders....... *
Item 5. Other Information......................................... *
Item 6. Exhibits and Reports on Form 8-K.......................... 10
*No response to this item is included herein for the reason that it is
inapplicable or the answer to such item is negative.
THIS QUARTERLY REPORT ON FORM 10-Q SHOULD BE READ IN CONJUNCTION WITH THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996.
1
<PAGE>
PART I
FINANCIAL INFORMATION
NEWPORT NEWS SHIPBUILDING INC.
STATEMENTS OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
First Quarter Ended
--------------------------------
March 23, 1997 March 31, 1996
-------------- --------------
Millions (Except Shares and Per Share Amounts) (Consolidated) (Combined)
<S> <C>
Revenues............................................................... $ 403 $ 438
Operating Costs and Expenses........................................... 368 397
----------- ---------
Operating Earnings..................................................... 35 41
Interest Expense, net of interest capitalized.......................... 13 9
----------- ---------
Earnings Before Income Taxes........................................... 22 32
Provision for Income Taxes............................................. 9 13
----------- ---------
Net Earnings........................................................... $ 13 $ 19
=========== =========
Weighted Average Number of Common Shares Outstanding................... 34,464,442 N/A
=========== =========
Net Earnings Per Common Share.......................................... $ .38 $ N/A
=========== =========
Dividends Declared Per Common Share.................................... $ .04 $ N/A
=========== =========
</TABLE>
The accompanying notes to unaudited financial statements
are an integral part of these statements of earnings.
2
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
March 23, 1997 December 31, 1996
<S> <C> -------------- -----------------
Millions (Except Share Amounts)
ASSETS
Current Assets
Cash and Cash Equivalents......................................... $ 44 $ 1
Accounts Receivable............................................... 99 182
Contracts in Process.............................................. 267 258
Inventory......................................................... 43 45
Other Current Assets.............................................. 14 5
--------- ---------
Total Current Assets.............................................. 467 491
--------- ---------
Noncurrent Assets
Property, Plant and Equipment, net................................ 826 836
Other Assets...................................................... 167 162
--------- ---------
Total Noncurrent Assets........................................... 993 998
--------- ---------
$ 1,460 $ 1,489
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Trade Accounts Payable............................................ $ 120 $ 123
Short-Term Debt................................................... 28 28
Deferred Income Taxes............................................. 5 4
Accrued Liabilities & Other....................................... 126 101
--------- ---------
Total Current Liabilities......................................... 279 256
--------- ---------
Noncurrent Liabilities
Long-Term Debt.................................................... 573 596
Deferred Income Taxes............................................. 186 183
Postretirement Benefits........................................... 110 109
Other Long-Term Liabilities....................................... 62 113
Commitments and Contingencies (See Note 3)........................
--------- ---------
Total Noncurrent Liabilities...................................... 931 1,001
--------- ---------
Stockholders' Equity
Common Stock, $.01 par value -
authorized 70,000,000 shares; issued
and outstanding 34,714,492 shares at March 23, 1997,
and 34,297,451 shares at December 31, 1996................... 1 1
Paid-In Capital................................................... 251 245
Accumulated Deficit............................................... (2) (14)
--------- ---------
Total Stockholders' Equity........................................ 250 232
--------- ---------
$ 1,460 $ 1,489
========= =========
</TABLE>
The accompanying notes to unaudited financial statements are
an integral part of these balance sheets.
3
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
First Quarter Ended
----------------------------------
March 23, 1997 March 31, 1996
-------------- --------------
Millions (Consolidated) (Combined)
<S> <C>
Cash Flows from Operating Activities:
Net Earnings ........................................................... $ 13 $ 19
Adjustments to Reconcile Net Earnings Before Accounting Changes to
Net Cash Provided by Operating Activities -
Depreciation.................................................... 17 16
Deferred Income Taxes........................................... 4 13
Allocated Corporate Interest, net of tax........................ - 6
Changes in Components of Working Capital -
Decrease (Increase) in -
Accounts Receivable........................................ 83 (47)
Contracts in Process....................................... (70) (36)
Inventory.................................................. 2 6
Note Receivable............................................ - 18
Other Current Assets....................................... (8) 1
Increase (Decrease) in -
Trade Accounts Payable..................................... (3) (41)
Accrued Liabilities & Other................................ 25 (5)
Other, net...................................................... 8 1
------ -------
Net Cash Provided (Used) by Operating Activities......................... 71 (49)
------ -------
Cash Flows from Investing Activities:
Capital Expenditures..................................................... (7) (13)
Other.................................................................... (2) (8)
------ -------
Net Cash Used by Investing Activities.................................... (9) (21)
------ -------
Cash Flows from Financing Activities:
Cash Transfer from Former Parent......................................... - 69
Proceeds from Issuance of Common Stock................................... 6 -
Dividends Paid........................................................... (1) -
Net Decrease in Revolving Credit Facility................................ (24) -
------ -------
Net Cash (Used) Provided by Financing Activities......................... (19) 69
------ -------
Net Increase (Decrease) in Cash and Cash Equivalents..................... 43 (1)
Cash and Cash Equivalents at Beginning of Period......................... 1 2
------ -------
Cash and Cash Equivalents at End of Period............................... $ 44 $ 1
====== =======
Cash Paid During the Period for Income Taxes............................. $ - $ 78
====== =======
Cash Paid During the Period for Interest................................. $ 5 $ -
====== =======
</TABLE>
The accompanying notes to unaudited financial statements are
an integral part of these statements of cash flows.
4
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PREPARATION
Unless the context otherwise requires, the term "Company" refers to Newport News
Shipbuilding Inc. ("NNS") and its consolidated subsidiaries. Although certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to SEC rules and regulations, the Company believes
that the disclosures included herein are adequate to make the information
presented not misleading. Operating results for the quarter ended March 23,
1997, are not necessarily indicative of the results that may be expected for the
year ending December 31, 1997. These unaudited financial statements should be
read in conjunction with the audited financial statements and notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1996.
Previously, the Company reported quarterly results on a calendar-month basis
consistent with its former parent. Henceforth, the Company will be reporting
quarterly results on an accounting-month basis.
In the opinion of the Company's management, the unaudited financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
for a fair presentation.
2. EARNINGS PER SHARE
Because there is no material dilution, net earnings per share is based upon the
weighted average number of common shares outstanding during the period. The
weighted average shares were 34.5 million for the first quarter ended March 23,
1997. Since the Company was a wholly-owned subsidiary prior to being spun off by
its former parent on December 11, 1996, there are no comparable results for the
prior period.
3. COMMITMENTS AND CONTINGENCIES
Government Contracting
As a general practice within the defense industry, the Defense Contract Audit
Agency (the "DCAA") and other agencies continually review the cost accounting
practices of government contractors and conduct other various investigations. In
the course of those reviews, cost accounting and other issues are identified,
discussed and settled, or resolved through legal proceedings. The Company is
currently engaged in discussions on several cost accounting and other matters
the likely resolution of which, management believes, will not have a material
adverse effect on the Company's financial position or results of operations.
For example, the Company and its former parent have received letters from the
DCAA inquiring about certain aspects of the spinoff, including the disposition
of the former parent's retirement plan (the "FPRP"), which covers salaried
employees of the Company. In the event there is a determination that an amount
is due to the Government related to the FPRP, the Company and its former parent
will share its obligation for such amount, plus the amount of related defense
expenses, in the ratio of 20% and 80%, respectively. Also, in March 1995, the
DCAA informed the Company that it would conduct a post-award audit of the
contract to build the aircraft carrier Reagan. The audit concerns the Company's
submission to the U.S. Navy of data relating to labor and overhead costs in
connection with the Reagan contract. The audit is ongoing, the DCAA has not
issued its audit report, and the Government has not asserted any formal claims
against the Company related to this contract matter.
5
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
The Company has submitted a request for a Defense Capability Preservation
Agreement pursuant to Section 808 of Public Law 104-106. This law permits the
Company to recover from the Government, subject to its agreement, certain
indirect costs which have been or will be allocated to commercial contracts.
During the first quarter, the Company held various discussions with the
Government related to this request. There can be no assurance as to the outcome
of these or future discussions.
Significant Estimates
In 1994 and 1995, the Company entered into fixed price contracts to construct a
total of nine Double Eagle product tankers. In January 1997, the Company, one of
the original purchasers and Mobil Oil Corporation ("Mobil") entered into an
agreement whereby Mobil agreed to acquire the first ship. In accordance with the
terms of the agreement, the first ship is being modified at Mobil's expense for
use in the domestic market in compliance with the Merchant Marine Act of 1920,
as amended, and the Shipping Act of 1916, as amended (collectively, the "Jones
Act"). The Jones Act currently requires that all vessels transporting products
between U.S. ports be constructed by U.S. shipyards.
In connection with the construction of these nine tankers, the Company estimated
that it would incur costs of approximately $102 million in excess of the fixed
contract prices on undelivered vessels as of March 23, 1997. The full amount of
the excess costs has been reserved for by charges against earnings of $68
million, $29 million, and $5 million in the years ended 1996, 1995, and 1994,
respectively. The ships are scheduled for delivery in 1997, 1998, and 1999. The
Company's estimates are based on improved design producibility and the
utilization of a different building strategy going forward. The Company believes
that these factors, as well as the experience gained in the construction of the
first ship, should result in a significant reduction in the man-hours necessary
to construct each of the remaining vessels. The Company intends to review this
situation at the end of each quarter. There can be no assurance that the
estimate of costs to be incurred on these contracts will not be revised at that
time based on the facts then known to the Company.
On-going discussions between the Company and the original purchaser of the first
four vessels, concerning certain contract specification issues, have resolved a
significant number of such issues, although some remain, and there can be no
assurance as to the outcome of future discussions.
Litigation
The Company is a defendant in matters of varying nature related to the normal
conduct of its business. In the opinion of management, the outcome of these
proceedings should not have a material adverse effect on the financial position
or results of operations of the Company.
6
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
BUSINESS OVERVIEW
The Company's primary business is the design, construction, repair, overhaul and
refueling of nuclear-powered aircraft carriers and submarines for the U.S.
Navy. The Company also provides ongoing maintenance for other U.S. Navy
vessels through work in overhauling, lifecycle engineering and repair. The U.S.
Government accounted for approximately 89% and 96% of the Company's net sales
for the quarters ended March 23, 1997 and March 31, 1996, respectively.
RESULTS OF OPERATIONS
For the First Quarter Ended
- - ----------------------------------------------------------
1997 1996
- - ----------------------------------------------------------
Millions
Revenues..................... $ 403 $ 438
Operating Earnings........... 35 41
Revenues for the 1997 first quarter decreased $35 million to $403 million
compared with the 1996 period primarily due to the completion of the LOS
ANGELES-class submarine construction program in 1996 and less overhaul & repair
activity, partially offset by increased product tanker and carrier construction
revenue.
First quarter 1997 operating earnings decreased $6 million over the prior year
first quarter primarily due to lower overhaul & repair volume associated with
the delivery of the aircraft carrier Eisenhower in January of 1997.
The Company's backlog was $3.3 billion at March 23, 1997, substantially all of
which was U.S. Navy-related.
NEW ACCOUNTING STANDARDS
The Financial Accounting Standards Board issued Statement of Financial
Accounting Standards ("SFAS") No. 128, "Earnings Per Share" in February 1997.
SFAS No. 128 simplifies the standards for computing earnings per share
previously found in APB Opinion No. 15, Earnings per Share, and makes them
comparable to international EPS standards. It replaces the presentation of
primary EPS with a presentation of basic EPS. It also requires dual presentation
of basic and diluted EPS on the face of the income statement for all entities
with complex capital structures and requires a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the diluted EPS computation. This statement is effective for financial
statements issued for periods ending after December 15, 1997 and earlier
application is not permitted. The Company anticipates this statement will not
have a material impact when adopted.
7
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
CASH FLOWS
The following table reflects the summarized components of the Company's cash
flow for the periods indicated:
<TABLE>
<CAPTION>
For the First Quarter Ended
- - -------------------------------------------------------------------------------------------------------------------
1997 1996
- - -------------------------------------------------------------------------------------------------------------------
<S> <C>
Millions
Net cash provided (used) by operating activities.............. $ 71 $ (49)
Capital expenditures.......................................... (7) (13)
Other investing cash flows.................................... (2) (8)
------- -------
Subtotal...................................................... 62 (70)
Financing activities.......................................... (19) 69
------- -------
Net increase (decrease) in cash and cash equivalents.......... $ 43 $ (1)
======= =======
</TABLE>
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES
The $120 million increase in 1997's comparative cash flows from operating
activities is primarily due to a decreased investment in working capital,
partially offset by lower operating earnings. The lower operating earnings are
attributable to the factors discussed above in "Results of Operations." The
reduction in working capital was due to normal timing fluctuations in billings
and accounts receivable collections. This decrease was partially offset by the
fact that prices on certain commercial construction contracts are not billable
until delivery, and as such, attendant contracts in process costs incurred
during the first quarter of 1997 that were not billable increased over the
comparable period in 1996.
CAPITAL EXPENDITURES
The $6 million decrease in capital expenditures for the quarter ended March 23,
1997 compared to the quarter ended March 31, 1996 is attributable to higher
expenditures related to capital improvement programs during the prior year. The
capital improvement programs consist principally of three separate projects: (i)
the development of a state-of-the-art automated steel cutting and fabrication
facility; (ii) the extension of a dry dock facility; and (iii) the construction
of the Carrier Refueling Complex. All three of these projects were substantially
complete at the end of 1996, thus explaining the current period reduction in
capital investments.
OTHER INVESTING CASH FLOWS
The 1997 and 1996 investing activities relate to an investment for a 49%
ownership interest in a vessel-owning limited partnership with a U.S. shipping
firm.
8
<PAGE>
NEWPORT NEWS SHIPBUILDING INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
FINANCING ACTIVITIES
For the three months ended March 31, 1996, the Company received $69 million from
its former parent to meet working capital needs and capital expenditure
requirements. The financing activities in 1997 reflect the receipt of $6 million
from the issuance of common stock related to the Company's benefit plans. These
funds, as well as those generated from operations, enabled the Company to payoff
its previous revolver balance and pay a four cent per share dividend.
DEBT AND INTEREST ALLOCATION
First quarter 1996 results reflect the Company's former parent's historical
practice to incur indebtedness for its consolidated group at the parent company
level or at a limited number of subsidiaries, rather than at the operating
company level, and centrally manage various cash functions. Consequently,
corporate debt of the former parent and its related interest expense was
allocated to the Company based on the portion of their investment in the Company
which was deemed to be debt, generally based upon the ratio of the Company's net
assets to the former parent's consolidated net assets plus debt. Interest
expense was allocated at a rate equivalent to the weighted-average cost of all
corporate debt. The Company was also allocated tax benefits approximating 35% of
the allocated pre-tax interest expense. Although interest expense, and the
related tax effects, were allocated to the Company for financial reporting on a
historical basis, the Company was not billed for these amounts.
CAUTIONARY STATEMENT OF PURPOSES OF "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report on Form 10-Q contains forward-looking statements
concerning, among other things, the Company's prospects, developments and
business strategies. These forward-looking statements are identified by their
use of such terms and phrases as "intends," "estimates," "expects," "projects,"
"anticipates," "should," "believes" and "scheduled." The Company's actual
results may differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include (i) the factors
discussed in Note 3 to the Company's Financial Statements, (ii) the factors
addressed in Management's Discussion and Analysis of Financial Condition and
Results of Operations, and (iii) the following factors: (a) general political,
economic and competitive conditions; (b) initiatives to reduce the federal
budget deficit and reductions in defense spending; (c) reductions in the volume
of U.S. Navy contracts awarded to the Company; and (d) unanticipated events
affecting delivery and production schedules or design and manufacturing
processes, thus impairing the Company's efforts to deliver its products on time
or to reduce production costs and cycle time or realize in a timely manner some
or all of the benefits, if any, of such reductions.
9
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Reference is made to Note 3, "Commitments and Contingencies" to the Company's
Financial Statements contained herein, which is incorporated in this Item 1 of
Part II by reference.
ITEM 2. CHANGES IN SECURITIES
As of March 25, 1997, in connection with the Rights Agreement (the "Rights
Agreement"), dated December 11, 1996, between the Company and First Chicago
Trust Company of New York, as Rights Agent, the Company entered into Amendment
No. 1 to the Rights Agreement. Such Amendment increases from 10% to 15% of the
Company's outstanding Common Stock, par value $0.01 per share, the minimum
percentage of share ownership at which the Company's Board of Directors, under
circumstances described in the Rights Agreement, can declare a shareholder an
"Adverse Person".
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
Exhibit 11.1 Statement Re Computation of Per Share Earnings
Exhibit 27.1 Financial Data Schedule
During the quarter ended March 23, 1997, Newport News Shipbuilding Inc. filed
current reports on Form 8-K on February 5, 1997 and February 27, 1997. These
reports were issued, respectively, to announce the sale of the Company's first
"Double Eagle" petroleum product tanker to Mobil Corporation and to announce the
signing of a "Teaming Agreement" with Electric Boat Corporation, a subsidiary of
General Dynamics Corporation, to cooperatively build the U.S. Navy's new class
of attack submarines, the NSSN.
10
<PAGE>
SIGNATURE
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
Newport News Shipbuilding Inc.
David J. Anderson
By___________________________________
Senior Vice President and
Chief Financial Officer
Date: May 7, 1997
11
- - -----------------------------------------------------------------------------
Exhibit 11.1, 1st Quarter 1997
- - -----------------------------------------------------------------------------
Form 10-Q, Commission File Number 1-12385
NEWPORT NEWS SHIPBUILDING INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
First Quarter
----------------------
1997 1996
------------- ---------
<S> <C>
Millions (Except Shares and Per Share Data)
NET EARNINGS:
Continuing Operations...................................................... $ 13 $ 9
Discontinued Operations.................................................... - -
------------- -------
$ 13 $ 9
============= =======
Weighted average common shares outstanding................................. 34,464,442 N/A
NET EARNINGS PER SHARE - PRIMARY:
Continuing Operations...................................................... $ .38 $ N/A
Discontinued Operations.................................................... - N/A
------------- -------
$ .38 $ N/A
============= =======
Common shares from above................................................... 34,464,442 N/A
Assumed exercise of options (treasury stock method)........................ 94,682 N/A
------------- -------
34,559,124 N/A
============= =======
NET EARNINGS PER SHARE - FULLY DILUTED:
Continuing Operations...................................................... $ .38 $ N/A
Discontinued Operations.................................................... - N/A
------------- -------
$ .38 $ N/A
============= =======
Common shares from above................................................... 34,464,442 N/A
Assumed exercise of options (treasury stock method)........................ 94,682 N/A
------------- -------
34,559,124 N/A
============= =======
</TABLE>
12
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the Newport News Shipbuilding Inc. Balance Sheet as of March 23, 1997,
and the related Statement of Earnings for the first quarter ended
March 23, 1997 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-23-1997
<CASH> 44
<SECURITIES> 0
<RECEIVABLES> 99
<ALLOWANCES> 0
<INVENTORY> 43
<CURRENT-ASSETS> 467
<PP&E> 1,613
<DEPRECIATION> 787
<TOTAL-ASSETS> 1,460
<CURRENT-LIABILITIES> 279
<BONDS> 400
0
0
<COMMON> 1
<OTHER-SE> 249
<TOTAL-LIABILITY-AND-EQUITY> 1,460
<SALES> 403
<TOTAL-REVENUES> 403
<CGS> 368
<TOTAL-COSTS> 368
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13
<INCOME-PRETAX> 22
<INCOME-TAX> 9
<INCOME-CONTINUING> 13
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13
<EPS-PRIMARY> .38
<EPS-DILUTED> .38
</TABLE>
