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 31, 1999.
[ ] 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: 0-24293
LMI AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1309065
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3600 Mueller Road
St. Charles, Missouri 63302-0900
(Address of Principal Executive Offices) (ZIP Code)
(314) 946-6525
(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.
Title of class Number of Shares outstanding
of Common Stock as of March 31, 1999
--------------- ------------------------------
Common Stock, par value $.02 per share 8,298,591
-----------
<PAGE>
LMI AEROSPACE, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE FISCAL QUARTER ENDING MARCH 31, 1999
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
Condensed Consolidated Balance Sheets as
of December 31, 1998 and March 31, 1999
Condensed Consolidated Statements of Income for the
three months ending March 31, 1998 and 1999
Condensed Consolidated Statements of Cash Flows for the three
months ending March 31, 1998 and 1999
Notes to Unaudited Condensed Consolidated Financial Statements
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
Signature Page
Exhibit Index
<PAGE>
LMI Aerospace, Inc.
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
December 31, March 31,
1998 1999
(unaudited)
-------------------------------
Assets
Current assets:
Cash and cash equivalents $ 11,945 $ 10,675
Investments 1,250 --
Trade accounts receivable 7,535 8,649
Inventories 12,619 13,299
Prepaid expenses 279 311
Other current assets 256 253
Deferred income taxes 876 876
-------------------------------
Total current assets 34,760 34,063
Property, plant, and equipment, net 19,489 20,163
Other assets 1,934 2,130
-------------------------------
$ 56,183 $ 56,356
===============================
Liabilities and stockholders' equity
Current liabilities:
Accounts payable $ 3,768 3,440
Accrued expenses 2,437 2,162
Income taxes payable 442 761
Current installments of long-term debt 142 124
-------------------------------
Total current liabilities 6,789 6,487
Long-term debt, less current installments 2,732 2,705
Deferred income taxes 1,371 1,371
-------------------------------
Total noncurrent liabilities 4,103 4,076
Stockholders' equity:
Common stock of $.02 par value; authorized
28,000,000 shares; issued 8,734,422 at
December 31, 1998 and at March 31, 1999 175 175
Additional paid-in capital 26,164 26,136
Treasury Stock, at cost, 384,000 and
435,831 shares in 1998 and 1999 (2,628) (2,911)
Retained earnings 21,580 22,393
-------------------------------
Total stockholders' equity 45,291 45,793
-------------------------------
$ 56,183 $ 56,356
===============================
See accompanying notes.
<PAGE>
LMI Aerospace, Inc.
Condensed Consolidated Statements of Income
(Amounts in thousands, except per share data)
(Unaudited)
For the Three Months Ended March 31
1998 1999
-------------------------------------------
Net sales $ 16,335 $ 13,530
Cost of sales 11,502 10,480
-------------------------------------------
Gross profit 4,833 3,050
Selling, general, and
administrative expenses 1,883 1,896
-------------------------------------------
Income from operations 2,950 1,154
Interest (expense)/income) (253) 99
-------------------------------------------
Income before income taxes 2,697 1,253
Provision for income taxes 1,038 438
===========================================
Net income $ 1,659 $ 815
===========================================
Net income per common share $ .28 $ .10
===========================================
Net income per common share -
assuming dilution $ .28 $ .10
===========================================
Weighted average common shares
outstanding 5,908,471 8,315,786
===========================================
Weighted average dilutive stock
options outstanding 116,614 132,639
===========================================
See accompanying notes.
<PAGE>
<TABLE>
<CAPTION>
LMI Aerospace, Inc.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the Three Months Ended March 31
1998 1999
-----------------------------------------
<S> <C> <C>
Operating activities
Net income $ 1,659 $ 815
Adjustments to reconcile net income to
net cash provided by operating activities:
Net cash provided by operating activities:
Depreciation and amortization 644 762
Changes in operating assets and liabilities:
Trade accounts receivable (1,686) (1,114)
Inventories (427) (680)
Prepaid expenses and other assets (30) (302)
Income taxes payable 786 319
Accounts payable 590 (328)
Accrued expenses 841 (275)
------------------------------------------
Net cash from operating activities 2,377 (803)
Investing activities
Additions to property, plant, and equipment, net (1,396) (1,360)
Purchases of investments -- (210)
Proceeds from sale of investments, net -- 1,460
-----------------------------------------
Net cash from investing activities (1,396) (110)
Financing activities
Proceeds from issuance of long-term debt 1,292 --
Principal payments on long-term debt (1,913) (45)
Treasury stock transactions, net -- (318)
Proceeds from exercise of stock options -- 6
-----------------------------------------
Net cash from financing activities (621) (357)
Activities
Net change in cash and cash equivalents 360 (1,270)
Cash and cash equivalents, beginning of period 244 11,945
=========================================
Cash and cash equivalents, end of period $ 604 $ 10,675
=========================================
</TABLE>
See accompanying notes.
<PAGE>
LMI Aerospace, Inc.
Notes to Condensed Consolidated Financial Statements
(Dollar amounts in thousands, except share and per share data))
(Unaudited)
March 31, 1999
1. Accounting Policies
Basis of Presentation
LMI Aerospace, Inc. (the Company) (formerly Leonard's Metal, Inc.) is a
fabricator, finisher, and integrator of formed, close tolerance aluminum and
specialty alloy components for use by the aerospace industry. The Company is a
Missouri corporation with headquarters in St. Charles, Missouri. The Company
maintains facilities in St. Charles, Missouri; Seattle, Washington; Tulsa,
Oklahoma; Wichita, Kansas; and Irving, Texas.
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 accruals) considered necessary for a fair representation
have been included. Operating results for the three months ended March 31, 1999
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. These financial statements should be read in
conjunction with the consolidated financial statements and accompanying
footnotes included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1998 as filed with the SEC.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make certain estimates and
assumptions. These estimates and assumptions affect the reported amounts in the
financial statements and accompanying notes. Actual results could differ from
those estimates.
<PAGE>
2. Initial Public Offering
In April, 1998, the Company's Board of Directors authorized the filing of a
registration statement with the Securities and Exchange Commission relating to
an initial public offering of the Company's unissued common stock. In connection
with the initial public offering, the Company effected a 2.29-for-one stock
dividend of the Company's common stock payable June 1, 1998 to shareholders of
record on May 1, 1998. All references in the accompanying financial statements
to the number of shares of common stock and per common share amounts have been
retroactively adjusted to reflect the stock dividend. In addition, the Company's
capital structure was changed to reflect 28,000,000 shares of common stock and
2,000,000 shares of preferred stock authorized. In June, 1998, the Company
completed its initial public offering selling 2,645,000 shares (including the
underwriters 15 percent over allotment) at $10.00 per share ($23.5 million after
fees and expenses of $2.9 million).
3. Acquisition
On August 25, 1998, the Company acquired the assets of Precise Machine Company
("Precise"), based in Irving, Texas. Precise manufactures precision machined
components used primarily by the defense, aerospace and financial service
industries. The purchase price for the net assets acquired was approximately
$2,791 in cash.
This acquisition has been accounted for by the purchase method, and accordingly,
the results of operations were included in the Company's Condensed Consolidated
Statements of Operations from the date of acquisition. The purchase price has
been allocated to the assets acquired and liabilities assumed based on their
fair value at the date of the acquisition. The excess of the purchase price over
the fair value of net assets acquired, totaling $1,557, was allocated to
goodwill, and is being amortized over a 25-year period on a straight-line basis.
Accumulated amortization of goodwill through March 31, 1999 was approximately
$39.
4. Inventories
Inventories consist of the following:
December 31, March 31,
1998 1999
------------------------------------------
Raw materials $ 3,483 $ 3,739
Work in process 3,717 4,116
Finished goods 5,419 5,444
==========================================
$ 12,619 $ 13,299
==========================================
<PAGE>
5. Property, Plant, and Equipment
Property, plant, and equipment consist of the following:
December 31, March 31,
1998 1999
------------------------------------------
Land $ 690 $ 691
Buildings 8,714 8,742
Machinery and equipment 21,660 22,103
Leasehold improvements 950 758
Construction in progress 1,037 1,888
Other assets 875 949
------------------------------------------
33,926 35,131
Less accumulated depreciation 14,437 14,968
==========================================
$ 19,489 $ 20,163
==========================================
<TABLE>
<CAPTION>
6. Long-Term Debt
Long-term debt consists of the following:
December 31, March 31,
1998 1999
-----------------------------------------
<S> <C> <C>
Industrial Development Revenue Bond, interest payable
monthly, at a variable rate $ 2,500 $ 2,500
Notes payable, principal and interest payable monthly, at
fixed rates, ranging from 8.78% to 9.56%
308 277
Capital lease obligations 66 52
-----------------------------------------
2,874 2,829
Less current installments 142 124
=========================================
$ 2,732 $ 2,705
=========================================
</TABLE>
On March 31, 1998, the Company obtained a $15,000 unsecured line of credit with
a financial institution to fund various corporate needs. Interest is payable
monthly based on a quarterly cash flow leverage calculation and the LIBOR rate.
This facility matures on March 30, 2000 and requires compliance with certain
non-financial and financial covenants including minimum tangible net worth and
EBITDA. The credit facility prohibits the payment of cash dividends on common
stock without the financial institution's prior written consent. At March 31,
1999, there are no borrowings under the line of credit.
The Industrial Revenue Bond ("IRB") bears interest at a variable rate, which is
based on the existing market rates for comparable outstanding tax-exempt bonds
(4.2 percent and 3.2 percent at December 31, 1998 and March 31, 1999,
respectively), not to exceed 12 percent. The IRB is secured by a letter of
credit by a financial institution, which holds 100 percent participation in the
letter of credit and has a security interest in certain equipment. The bond
matures in November 2000.
The Company entered into various notes payable for the purchase of certain
equipment. The notes are payable in monthly installments including interest
(ranging from 8.78 percent to 9.56 percent through November 2002). The notes
payable are secured by equipment.
7. Commitments and Contingencies
The Company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's financial position.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following report
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in the section entitled Management's Discussion and
Analysis of Financial Conditions and Results of Operations.
Overview
LMI Aerospace, Inc. is a leader in fabricating, machining and integrating of
formed close tolerance aluminum and specialty alloy components for use by the
aerospace industry. The Company has been engaged in manufacturing components for
a wide variety of aerospace applications. Components manufactured by the Company
include leading edge wing slats, flaps and lens assemblies; cockpit window frame
assemblies; fuselage skins and supports, and passenger and cargo door frames and
supports. The Company maintains multi-year contracts with leading original
equipment manufacturers and primary subcontractors of commercial, corporate,
regional and military aircraft. Such contracts, which govern the majority of the
Company's sales, designate the Company as the sole supplier of the aerospace
components sold under the contracts. Customers include Boeing, Lockheed Martin,
Northrop Grumman, Gulfstream, Learjet, Canadair, DeHavilland and PPG. The
Company manufactures more than 15,000 parts for integration into such models as
Boeing's 737, 747, 757, 767 and 777 commercial aircraft and F-15, F-18, C-17
military aircraft, Canadair's RJ regional aircraft, Gulfstream's G-IV and G-V
corporate aircraft, and Lockheed Martin's F-16 and C-130 military aircraft.
Management Discussion and Analysis
Quarter Ended March 31, 1999 vs. March 31, 1998
Net Sales. Net sales for the quarter were $13.5 million, down from $16.3 million
in the first quarter of 1998. The reduction in production rate of the Boeing 747
and the resulting inventory adjustments of detail components and assemblies by
Boeing and its major subcontractors combined to reduce net sales on this model
to $1.7 million in 1999 from $4.3 million in 1998. The Company expects these
trends to continue to reduce sales through the balance of the year.
Additionally, the Company's net sales on the 737 Classic model continue to
decline as Boeing phases out this model. Net sales on the 737 Classic were $0.5
million in the quarter, down from $2.1 million in 1998. The Company expects
after-market business on the 737 Classic to stabilize at or near first quarter
1999 levels. Sales on the 737 Next Generation ("737NG") continued to be strong,
contributing $3.3 million in 1998 compared to $3.4 million in 1998.
The Company began significant shipments of components used on the F-15, F-18,
and C-17 to Boeing-St. Louis (formerly McDonnell Douglas) during the first
quarter of 1999, with revenues exceeding $1.1 million. There was no revenue on
this program in the first quarter of 1998. Additionally, Precise Machine
Company, purchased in the third quarter of 1998, contributed $1.2 million to net
sales in the first quarter of 1999.
Gross Profit. During the first quarter of 1999, gross profit was $3.1 million
(22.5% of net sales), down 36.9% from $4.8 million (29.6% of net sales) in 1998.
Payroll costs and fringes included in cost of goods sold increased in 1999 to
$6.7 million (49.5% of net sales) from $6.3 million (38.6% of net sales) as the
Company prepared for new business planned in the second half of 1999. The
stretching out of delivery requirements by our customers combined with smaller
lot quantities resulted in lower labor efficiencies and fixed overhead coverage.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were basically unchanged at $1.9 million.
Interest Expense. Interest expense was only $33,000 in 1999, a reduction of over
$0.2 million from 1998. This decrease was the result of debt reductions in
conjunction with the June 1998 initial public offering.
Other, net. Other income of $0.1 million was predominantly the income generated
by the investment of proceeds of the June 1998 initial public offering in a
money market account.
Income Taxes. The effective tax rate for the Company in the first quarter of
1999 was 35%, down from 38.5% in 1998 due to the state income tax credits
available to the Company. The Company expects the effective rate to continue at
35% for the balance of the year.
Net Income. The Company generated net income in the first quarter of $0.8
million (6.0% of net sales) compared to $1.7 million (10.2% of net sales) in
1998.
Liquidity and Capital Resources. During the first quarter of 1999, the Company
had a net decrease in cash from operating activities of $0.8 million, stemming
mainly from a reduction in accounts payable and accrued expenses related to
normal first quarter payments for employee bonuses of $0.3 million, property
taxes of $0.2 million, and amortization of deferred revenue associated with the
leading-edge wing slat program on the 737NG of $0.1 million. Additionally,
accounts receivable grew by $1.1 million in the quarter as shipments grew late
in the quarter compared with the lower shipments near the end of 1998.
Capital expenditures for the quarter were $1.4 million. The Company expended
$0.6 million related to the expansion of both facilities in St. Charles and
added to the machining capacity of its new subsidiary, Precise Machine Partners
LLP, by adding 2 new machining centers at a cost of $0.2 million. The Company
plans to make remaining capital expenditures of approximately $2.1 million in
1999.
Also during the first quarter of 1999, the Company used $0.4 million to
repurchase approximately 69,000 of the Company's outstanding shares. The Company
contributed 14,000 shares of treasury stock to the employee's profit sharing and
401(k) plan.
Year 2000 Preparedness
The advent of the year 2000 (sometimes referred to as "Y2K") poses certain
technological challenges resulting from computer technologies that recognize and
process calendar years by the last two digits rather than all four digits of
such year (e.g., "98" for "1998"). Computer technologies programmed in this
manner may not properly recognize or process a year that begins with the digits
"20" instead of "19" (the "Year 2000 Problem"). If not corrected, such computer
technologies could produce, among other problems, inaccurate, erroneous or
unpredictable results or system failures.
To address the Year 2000 Problem, the Company, beginning in late 1997,
formulated a three-step plan under which the Company's information technology
("IT") and non-information technology, such as embedded chip machines
("Non-IT"), systems would be (i) assessed; (ii) updated, replaced and tested as
necessary, and (iii) monitored for compliance (the "Plan").
As of March 31, 1999, the Company had substantially completed the assessment
phase of the Plan. This phase involves, among other things, identification of
those IT and non-IT systems that were impacted in some way by the Year 2000
problem, and of such systems, identifying which are principal to the Company's
principal business operations. As part of this assessment, the Company reviewed
its principal IT system which was installed in late 1997 as part of a previously
formulated strategic growth plan and found it to have satisfied the Company's
Y2K concerns. The Company also identified the other IT systems which have
certain Y2K concerns and has plans to replace such programs. Finally, based on
internal reviews of the non-IT systems and inquiries made of the manufacturers
of the non-IT systems, the Company believes that such systems do not have any
material Y2K concerns.
What remains of this assessment phase is the completion of an assessment of the
Tulsa facility. Based on its preliminary results, the Y2K concerns at the Tulsa
facility (which supplies services to the other divisions of the Company and
operates with a backlog of less than 30 days) should be limited and immaterial
to the Company.
Updating and replacing critical IT systems and components, other than its system
in Tulsa, was substantially completed by the end of 1997, as a result of an
upgrade to the Company's IT systems which had been planned and scheduled prior
to the Company's review of the Year 2000 Problem. Updating and replacing
noncritical IT systems is scheduled to be completed prior to June 30, 1999.
Monitoring of Y2K concerns generally, is on-going and the Company anticipates it
will continue throughout 1999.
During all phases of the Plan, the Company has actively monitored the Y2K
preparedness of its key suppliers, distributors, customers and service
providers. Based on the inquiries made, correspondence received and other
verification procedures conducted, the Company believes that its significant
business partners are resolving their respective Year 2000 Problems in a
reasonable fashion in line with industry practice.
However, the Company has not yet engaged in discussions with its utility
providers (e.g., electricity, gas, telecommunications) regarding Y2K concerns.
As part of the Plan, however, the Company will continue to monitor Y2K
disclosures by, and make certain inquiries of, key providers and agencies to the
businesses that rely on them and will generally strive for Y2K preparedness
against industry-wide and geographic Y2K systemic risks comparable to that
maintained by similarly situated organizations exercising appropriate due care.
Because the Company had recently upgraded its IT systems prior to directly
addressing any Y2K concerns, to date, the Company has incurred an immaterial
amount of costs that are directly attributable to addressing its Year 2000
Problem. Moreover, the Company expects additional Y2K expenditures to be
similarly immaterial. The Company has funded, and plans to fund, its Year 2000
related expenditures out of general operating income.
The Company believes that it has substantially completed its Plan and that all
remaining actions are not significant. The Company also believes that such Plan
provides a reasonable course of action to prepare the Company for the year 2000
and significantly reduce the risks faced by the Company with respect to the Year
2000 Problem. However, the uncertainty of the Year 2000 problem could lead to a
failure of the Company's Plan which may result in an interruption in or failure
of certain normal business activities or operations. Such failures could
materially adversely affect the Company's results of operations, liquidity and
financial condition.
The Company could face some risk from the possible failure of one or more of its
suppliers, distributors and service providers to continue to provide
uninterrupted service through the changeover to the year 2000. While an
evaluation of the Year 2000 preparedness of such parties has been part of the
Company's Plan, the Company's ability to evaluate is limited to some extent by
the willingness of such parties to supply information and the ability of such
parties to verify the Y2K preparedness of their own systems or their
sub-providers. The Company does not currently anticipate that any of such
parties will fail to provide continuing service due to the Year 2000 Problem.
The Company, like similarly-situated enterprises, is subject to certain risks as
a result of possible industry-wide or area-wide failures triggered by the Year
2000 Problem. For example, the failure of certain utility providers (e.g.,
electricity, gas, telecommunications) to avoid disruption of service in
connection with the transition from 1999 to 2000 could materially adversely
affect the Company's results of operations, liquidity and financial condition.
In management's estimate, such a system-wide or area-wide failure presents the
most significant risk to the Company in connection with the Year 2000 Problem
because the resulting disruption may be entirely beyond the ability of the
Company to cure. The significance of any such disruption would depend on its
duration and systemic and geographic magnitude. Of course, any such disruption
would likely impact businesses other than the Company.
In order to reduce the risks enumerated above, the Company is developing and
evaluating contingency plans to deal with events affecting the Company or one of
its business partners arising from the Year 2000 Problem. These contingency
plans include identifying alternative suppliers, distribution networks and
service providers. Certain catastrophic events (such as the loss of utilities or
the failure of certain governmental bodies to function) are outside the scope of
the Company's contingency plans, although the Company anticipates that it would
respond to any such catastrophe in a manner designed to minimize disruptions in
customer service, and in full cooperation with its peer providers, community
leaders and service organizations.
The foregoing discussion of the Company's Year 2000 Preparedness contains a
substantial number of forward-looking statements, indicated by such words as
"expects," "believes," "estimates," "anticipates," "plans," "assessment,"
"should," "will," and similar words. These forward-looking statements are based
on the Company's and management's beliefs, assumptions, expectations, estimates
and projections any or all of which are subject to future change, depending on
unknown developments and facts. These forward-looking statements should be read
in conjunction with the Company's disclosures located at the beginning of
Management's Discussion and Analysis.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) See Exhibit Index.
(b) No current reports on Form 8-K have been filed by the Company during
the nine month period ended March 31, 1999.
<PAGE>
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.
LMI AEROSPACE, INC.
Date: May 17, 1999 By: /s/ Lawrence E. Dickinson
-------------------------------------
Lawrence E. Dickinson
Chief Financial Officer and Secretary
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 10,675
<SECURITIES> 0
<RECEIVABLES> 8,649
<ALLOWANCES> 50
<INVENTORY> 13,299
<CURRENT-ASSETS> 34,063
<PP&E> 35,131
<DEPRECIATION> (14,968)
<TOTAL-ASSETS> 56,356
<CURRENT-LIABILITIES> 6,487
<BONDS> 2,500
0
0
<COMMON> 175
<OTHER-SE> 45,618
<TOTAL-LIABILITY-AND-EQUITY> 56,356
<SALES> 13,530
<TOTAL-REVENUES> 13,530
<CGS> 10,480
<TOTAL-COSTS> 10,480
<OTHER-EXPENSES> 1,896
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33
<INCOME-PRETAX> 1,253
<INCOME-TAX> 438
<INCOME-CONTINUING> 815
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 815
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
