FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/ X / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
--------------------------------------------------
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from -------------- to ---------------------------
For Quarter Ended March 31, 1996 Commission File Number 1-2394
WHX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 13-3768097
(State of Incorporation) (I.R.S. Employer
Identification No.)
110 East 59th Street
New York, New York 10022
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 212-355-5200
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 REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes / X / No / /
The number of shares of Common Stock issued and outstanding as of April 18, 1996
was 27,594,600 which includes redeemable common shares.
<PAGE>
WHX CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
-----------------------
1996 1995
---- ----
(In thousands except per share)
<S> <C> <C>
Net Sales $ 315,493 $324,187
- ---------
Operating Costs
- ---------------
Cost of goods sold 273,781 261,062
Depreciation 19,099 17,683
Selling, administrative and general expense 17,393 16,782
Profit sharing -- 2,986
--------- --------
310,273 298,513
-------- --------
Operating Income 5,220 25,674
- ----------------
Interest expense on debt 6,710 6,106
Other income 3,146 9,697
---------- ---------
Income Before Taxes 1,656 29,265
- -------------------
Tax provision 497 6,438
--------- ---------
Net Income 1,159 22,827
- ----------
Dividend requirement for Preferred Stock 5,719 5,719
--------- -------
Net Income (Loss) Applicable to Common Stock $ (4,560) $17,108
- -------------------------------------------- ========== =======
Income (loss) per share of common stock:
Primary: $(.17) $.61
====== ====
Fully Diluted: $(.17) $.49
====== ====
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WHX CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---- ----
(Dollars and shares in thousands)
ASSETS
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 17,893 $ 43,006
Short term investments 443,392 396,487
Trade receivables - net 58,308 54,093
Inventories:
Finished and semi-finished products 200,268 188,427
Raw materials 83,688 75,837
Other materials and supplies 29,437 29,823
Excess of LIFO over current cost (7,732) (8,216)
-------- -------
305,661 285,871
Other current assets 15,021 18,192
------- -------
Total current assets 840,275 797,649
Property, plant and equipment at cost, less
accumulated depreciation and amortization 782,945 793,319
Deferred income taxes 103,011 103,098
Other non-current assets 106,264 102,401
---------- ---------
$1,832,495 $1,796,467
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade payables $ 107,721 $ 110,182
Short-term borrowings 40,889 --
Deferred income taxes - current 39,645 39,645
Other current liabilities 99,786 102,900
Long-term debt due in one year 4,025 3,877
------ ------
Total current liabilities 292,066 256,604
Long-term debt 277,702 285,676
Employee benefit liabilities 437,107 434,216
Other liabilities 45,178 45,178
--------- ---------
1,052,053 1,021,674
--------- ---------
Redeemable Common Stock - 434 shares
and 444 shares 6,202 6,388
-------- --------
Stockholders' Equity:
Preferred Stock - $.10 par value -
6,500 shares 650 650
Common Stock - $.01 par value - 27,159
shares and 25,568 shares 272 256
Unrealized gain on securities
available for sale 1,148 1,130
Additional paid-in capital 720,832 710,471
Accumulated earnings 73,932 78,492
---------- ---------
796,834 790,999
Less treasury stock - 2,025 shares (22,594) (22,594)
---------- ------------
Total shareholders equity 774,240 768,405
----------- ----------
$1,832,495 $1,796,467
========== ==========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WHX CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended March 31,
1996 1995*
---- -----
(Dollars in Thousands)
<S> <C> <C>
Cash flow from operating activities:
Net income $ 1,159 $ 22,827
Non cash expenses:
Depreciation and amortization 19,182 17,683
Other postemployment benefits 2,200 2,300
Deferred income tax 87 1,027
Equity income in affiliated companies (2,333) (2,022)
Decrease (increase) in working capital elements:
Trade receivables (16,234) (2,206)
Inventories (19,790) (4,575)
Other current assets 3,190 (1,506)
Trade payables (2,461) (4,170)
Other current liabilities (3,066) 5,936
Short term investments - trading (48,927) 61,866
Trading account borrowings 40,889 --
Other items - net 1,578 218
------ ---------
Net cash (used in) operating activities (24,526) 97,378
--------- --------
Cash flow from investing activities:
Short term investments-available for sale 2,040 (34,033)
Plant additions and improvements (9,137) (18,367)
Investment in affiliates (2,840) (950)
Dividends from affiliates 2,500 --
Unimast Incorporated acquisition -- (27,500)
Proceeds from sale of property 539 1,985
------- ------
Net cash used by
investing activities (6,898) (78,865)
------- --------
Cash flow from financing activities:
Payments on long-term borrowings (3,653) (3,883)
Proceeds from warrants exercised 5,170 --
Treasury stock -- (10,769)
Letter of credit collateralization (1,347) --
Receivables securitization proceeds 12,000 --
Preferred stock dividends paid (5,719) (5,719)
Redemption of common stock (140) (169)
----- -----
Net cash provided (used) by financing activities 6,311 (20,540)
-------- --------
Increase (decrease) in cash and
cash equivalents (25,113) (2,027)
Cash and cash equivalents
at beginning of period 43,006 13,424
------- -------
Cash and cash equivalents
at end of period $ 17,893 $ 11,397
======== ========
</TABLE>
See notes to consolidated financial statements.
*Reclassified for comparability
<PAGE>
WHX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
GENERAL
The consolidated balance sheet as of March 31, 1996, the
consolidated statement of income and the consolidated statement of cash
flow for the three month periods ended March 31, 1996 and 1995, have been
prepared by the Company without audit. In the opinion of management, all
adjustments necessary to present fairly the consolidated financial
position at March 31, 1996 and the results of operations and changes in
cash flow for the periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. This quarterly
report on Form 10-Q should be read in conjunction with the Company's
audited consolidated financial statements for the year ended December 31,
1995. The results of operations for the period ended March 31, 1996 are
not necessarily indicative of the operating results for the full year.
The preparation of financial statements in conformity with
generally accepted accounting principles requires the use of management's
estimates. Due to uncertainty involved in estimating the costs, it is
reasonably possible that a change in estimates may occur in the near term
as more information becomes available.
BUSINESS SEGMENT
The Company is primarily engaged in one line of business and has
one industry segment, which is the making, processing and fabricating of
steel and steel products. The Company's products include hot rolled and
cold rolled sheet, and coated products such as galvanized, prepainted and
tin mill sheet. The Company also manufactures a variety of fabricated
steel products including roll formed corrugated roofing, roof deck, form
deck, floor deck, culvert, bridge form and other products used primarily
by the construction, highway and agricultural markets. It also
manufactures steel framing components for wall, floor and roofing systems
and other roll formed expanded metal construction accessories.
Note 1 - Earnings Per Share
The computation of primary earnings per share of common stock is
based upon the average shares of common stock and common stock equivalents
outstanding. Common stock equivalents represent the dilutive effect of
assuming the exercise of outstanding stock options and warrants.
Outstanding stock options granted to officers, directors and key employees
totaled 2.4 million at March 31, 1996. The computation of fully diluted
earnings per share further assumes the sale of all redeemable common stock
into the public market and conversion of all convertible preferred stock.
The shares used in the computations were as follows:
Quarter Ended March 31,
1996 1995
---- ----
Primary 27,378,000 27,893,000
Fully diluted 27,812,000 46,439,000
<PAGE>
-2-
The Company intends to retain any future earnings for working
capital needs and to finance capital improvements and presently does not
intend to pay cash dividends on its common stock for the foreseeable
future. In addition, the terms of the Company's long term debt place
certain limitations on the Company's ability to pay cash dividends.
REDEEMABLE COMMON STOCK
Holders have the right to sell their redeemable common stock to the
Company at prices of $15 or $20 per share depending on years of service,
age and retirement date. Holders can sell any or all of their redeemable
common stock into the public market, provided, however, that stock sales
on any day cannot be more than 20% of the number of shares publicly traded
during the previous day. As of March 31, 1996, redeemable common stock
outstanding totaled 434,030 shares.
NOTE 2 - UNIMAST ACQUISITION
On March 31, 1995, the Company completed the purchase of all of the
outstanding stock of Unimast. The purchase price to the Company was $27.5
million cash, plus the assumption of liabilities totaling $35.0 million,
including long term debt of $19.7 million. The acquisition was accounted
for as a purchase. Goodwill amounting to $4.6 million was recorded in
connection with this acquisition and will be amortized over 15 years.
NOTE 3 - SHORT TERM INVESTMENTS
The Company accounts for investments in short-term investments in
accordance with Statement of Financial Accounting Standards No. 115 ("SFAS
115") "Accounting for Certain Investments in Debt and Equity Securities"
and in accordance with statement of Financial Accounting Standard No. 119
("SFAS 119") "Disclosure about Derivative Financial Instruments
and Fair Value of Financial Instruments".
The Company recognizes gains and losses based on specific
identification of the securities which comprise the investment balance. At
March 31, 1995 and 1996 unrealized holding gains on available-for-sale
securities of $15.0 million and $1.1 million, respectively, were reported
as a separate component of stockholder's equity. Net unrealized holding
losses on trading securities included in net income for the first quarter
of 1995 and 1996 were $1.9 million and $11.7 million, respectively.
NOTE 4 - SALES OF RECEIVABLES
In August 1994 Wheeling-Pittsburgh Funding, Inc. a special purpose
wholly-owned subsidiary ("Funding") of Wheeling-Pittsburgh Steel
Corporation ("WPSC"), entered into an agreement to sell (up to $75 million
on a revolving basis) an undivided percentage ownership in a designated
pool of accounts receivable generated by WPSC, Wheeling Construction
Products, Inc. and Pittsburgh-Canfield Corporation. The agreement expires
in August 1999. In July 1995 WPSC amended such agreement to sell an
additional $20 million on similar terms and conditions. In October 1995
WPSC entered into an agreement to include the receivables generated by
Unimast, in the pool of accounts receivable sold. Accounts receivable at
March 31, 1996 and 1995 exclude $79 million and $45 million, respectively,
representing uncollected accounts receivable sold with recourse limited to
the extent of uncollectible balances. Fees paid by the Company under this
agreement were based upon a fixed rate set on the date the initial $45
million of receivables were sold and variable rates on subsequent sales
that range from 6.219% to 9.0% of the outstanding amount of receivables
sold. Based on the Company's collection history, the Company believes that
credit risk associated with the above arrangement is immaterial.
<PAGE>
-3-
NOTE 5 - REVOLVING CREDIT FACILITY
On December 28, 1995, Wheeling-Pittsburgh Steel Corporation entered
into a Second Amended and Restated Revolving Credit Facility ("RCF") with
Citibank, N.A. as agent. The RCF provides for borrowings for general
corporate purposes up to $125 million and a $35 million sub- limit for
Letters of Credit.
The Credit Agreement expires May 3, 1999. Initial interest rates
are based on the Citibank prime rate plus .50% and/or a Eurodollar rate
plus 1.75%, but the margin over the prime rate and the Eurodollar rate can
fluctuate up or down based upon performance. The maximum prime rate margin
is 1.00% and the maximum Eurodollar margin is 2.25%. The initial letter of
credit fee is 1.75% and is also performance based with a maximum rate of
2.25%.
Borrowings are secured primarily by 100% of the eligible inventory
of Wheeling-Pittsburgh Steel Corporation, Pittsburgh-Canfield Corporation,
Wheeling Construction Products, Inc. and Unimast, and the terms of the RCF
contain various restrictive covenants, limiting among other things
dividend payments or other distributions of assets, as defined in the RCF.
Certain financial covenants associated with leverage, net worth, capital
spending, cash flow and interest coverage must be maintained. There are no
borrowings or letters of credit outstanding against the RCF at March 31,
1996.
In August 1994 WPSC entered into a separate facility for letters of
credit up to $50 million. At March 31, 1996 letters of credit totaling
$27.2 million were outstanding under this facility. The letters of credit
are collateralized at 105% with U.S. Government securities owned by the
Company, and are subject to an administrative charge of .4% per annum on
the amount of outstanding letters of credit.
NOTE 6 - CONTINGENCIES
ENVIRONMENTAL MATTERS
The Company, as well as other steel companies, is subject to
demanding environmental standards imposed by federal, state and local
environmental laws and regulations. For the quarter ended March 31, 1996
and years 1995 and 1994 aggregate capital expenditures for environmental
control projects totaled approximately $1.1 million, $5.9 million and $8.7
million, respectively.
The Company has been identified as a potentially responsible party
under the Comprehensive Environmental Response, Compensation and Liability
Act ("Superfund") or similar state statutes at six waste disposal sites.
The Company is subject to joint and several liability imposed by Superfund
on potentially responsible parties. Due to the technical and regulatory
complexity of remedial activities and the difficulties attendant to
identifying potentially responsible parties and allocating or determining
liability among them, the Company is unable to reasonably estimate the
ultimate cost of compliance with superfund laws. The Company believes,
based upon information currently available, that the Company's liability
for clean up and remediation costs in connection with one of these sites
will be between $1 million and $4 million. At four other sites the costs
are estimated to aggregate between $25,000 and $250,000. The Company lacks
sufficient information regarding the remaining sites to form an estimate.
The Company is currently funding its share of remediation costs. The
Company believes that these remediation costs are not significant and will
not be significant in the forseeable future. Non-current accrued
environmental liabilities totaled $7.3 million at March 31, 1996 and March
31, 1995. These liabilities were determined by the Company when the
Company reorganized under the federal bankruptcy laws in January 1991,
based on all available information, including information provided by
third parties, and existing laws and regulations then in effect, and are
reviewed and adjusted quarterly as new information becomes available.
Based upon all available information, the Company does not anticipate that
assessment and remediation costs resulting from the Company being a
potentially responsible party will have a material adverse effect on the
financial condition or results of
<PAGE>
-4-
operations of the Company. However, as further information comes into the
Company's possession, it will continue to reassess such evaluations.
Based upon the Company's prior capital expenditures, anticipated
capital expenditures, consent agreements negotiated with federal and state
agencies and information available to the Company on pending judicial and
administrative proceedings, the Company does not expect its environmental
compliance costs, including the incurrence of any additional fines and
penalties, relating to the operation of its facilities, to have a material
adverse effect on its consolidated financial condition or results of
operations.
COLLECTIVE BARGAINING AGREEMENT
The Company's current labor agreement with the USWA expires on
October 1, 1996. Approximately 70% of the Company workforce is covered by
the collective bargaining agreement. It is likely that the USWA will
request that the Company adopt a defined benefit pension plan for the
benefit of the Company's employees represented by the USWA in the next
labor agreement. The cost of such a defined benefit pension plan is not
known at this time.
<PAGE>
-5-
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net sales for the first quarter of 1996 decreased 2.7% to $315.5 million
on shipments of steel products totaling 607,006 tons, compared to net sales of
$324.2 million on shipments of steel products totaling 610,813 tons, in the
first quarter of the prior year. The 1996 first quarter includes Unimast, Inc.
(acquired March 31, 1995). Excluding Unimast, net sales decreased 11.2%. The
decrease is due to a lower volume of steel products shipped and a 6.2% decrease
in prices of steel products. The 1996 first quarter operations and shipments
were hampered by severe weather and flooding of certain Ohio Valley plants.
First quarter 1996 operating costs increased by 3.9% to $310.3 million
compared to the 1995 first quarter. The increase in operating costs reflects
substantially higher natural gas and other fuel costs, the higher cost mix of
Unimast products shipped, a higher cost blend of iron ore and flood expenses.
The first quarter of 1996 operating rate (raw steel production as a percentage
of capacity) was 97.2% compared to 100.4% in the 1995 first quarter.
Depreciation expense increased $1.4 million to $19.1 million from $17.7
million due to increased levels of depreciable property (including Unimast).
Selling, administrative and general expense increased $.6 million from
$16.8 million to $17.4 million due to the inclusion of Unimast, partially offset
by lower legal and consulting fees.
Interest expense increased $.6 million to $6.7 million from $6.1 million
due to lower amounts of capitalized interest in 1996.
Other income decreased $6.6 million to $3.1 million in the first quarter
of 1996, compared to $9.7 million in the first quarter of 1995. The decrease is
primarily due to unrealized losses on short term investments in government
securities.
The 1996 first quarter tax provision reflects the estimated annual
effective tax rate of 30% compared to the 1995 first quarter effective tax rate
of 22%. The 1995 effective tax rate included the effect of recognizing certain
deferred tax assets, net of pre-reorganization tax benefits recorded as an
addition to equity.
Net income for the 1996 first quarter totaled $1.2 million, or a loss of
17 cents per share of common stock after deduction of preferred tax dividends of
$5.7 million. This compares to net income for the 1995 first quarter of $22.8
million, or 61 cents per share.
FINANCIAL POSITION
Net cash flow used in operating activities for the first quarter of 1996
totaled $24.5 million. Short term trading investments are reported as cash flow
from operating activities and used a net $8.0 million of funds in the 1996 first
quarter. Working capital accounts (excluding cash, short term investments and
current maturities of long term debt) used $38.4 million of funds. Accounts
receivable increased by $16.2 million, trade payables decreased $2.5 million and
other current liabilities decreased $3.1 million. Inventories, valued
principally by the LIFO method for financial reporting purposes, totaled $305.7
million at March 31, 1996, an increase of $19.8 million from December 31, 1995.
The increase in accounts receivable is due to increased shipments. The increase
in inventories is due to a seasonal build-up of Wheeling Corrugating products
and increased scrap inventory.
In the first quarter of 1996, $9.1 million was spent on capital
improvements including $1.1 million on environmental control projects.
Continuous and substantial capital and maintenance expenditures
<PAGE>
-6-
will be required to maintain operating facilities, modernize finishing
facilities to remain competitive, and to comply with environmental control
requirements. It is anticipated that necessary capital expenditures, including
required environmental expenditures in future years will continue to exceed
depreciation expense and represent a material use of operating funds.
In December 1995 WPSC entered into a second amended and restated Revolving
Credit Facility ("RCF") with Citibank, N.A. as agent. The RCF provides for
borrowings for general corporate purposes of up to $125 million and a $35
million sub-limit for letters of credit. Interest is calculated at a Citibank
prime rate plus .5% and/or a Eurodollar rate plus 1.75%. Borrowings under the
RCF are secured primarily by 100% of eligible inventory and requires that WPSC
maintain certain financial covenants. The RCF has certain restrictions on
indebtedness, liens and dividends. There were no borrowings under the RCF during
the first quarter of 1996. The RCF expires May 3, 1999.
In August 1994, WPSC entered into a separate facility for letters of
credit up to $50 million. At March 31, 1996 letters of credit totaling $27.2
million were issued under this facility. No amounts have been drawn down
pursuant to these letters of credit. The letters of credit are collateralized by
U.S. government securities owned by the Company and are subject to an
administrative charge of .4% per annum on the amount of outstanding letters of
credit. The collateral is recorded as non-current other assets.
As of March 31, 1996, the Company repurchased on the open market 2,025,000
shares of its Common Stock for an aggregate purchase price of approximately
$22.6 million. The Board of Directors had previously authorized the Company to
repurchase up to 10% of the Company's outstanding Common Stock, and the Company
may, from time to time, continue to purchase additional shares of Common Stock.
LIQUIDITY
The collective bargaining agreement between the USWA and the Company
expires on October 1, 1996. If a new labor agreement is not negotiated before
the current contract expires, or if a strike were to occur, there is likely to
be a material adverse effect on the financial condition and results of
operations of the Company.
Short-term liquidity is dependent, in large part, on cash on hand,
investments, general economic conditions and their effect on steel demand and
prices. Long-term liquidity is dependent upon the Company's ability to sustain
profitable operations and control costs during periods of low demand or pricing
in order to sustain positive cash flow. The Company satisfies its working
capital requirements through cash on hand, investments, borrowing availability
under the RCF and funds generated from operations. The Company believes that
such sources will provide the Company for the next twelve months with the funds
required to satisfy working capital and capital expenditure requirements.
External factors, such as worldwide steel production and demand and currency
exchange rates, could materially affect the Company's results of operations.
During the first quarter of 1996, the Company had minimal activity with respect
to futures contracts, and the impact of such activity was not material on the
financial condition or results of operations of the Company.
The Company anticipates improved profitability in the second quarter based
on the current order backlog at its steel subsidiary, Wheeling-Pittsburgh Steel
Corporation.
When used in the Management's Discussion and Analysis, the words
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected.
<PAGE>
-7-
PART II OTHER INFORMATION
ITEM 6.(a) EXHIBITS
27 Financial Data Schedule
6.(b) REPORT ON FORM 8-K
None
<PAGE>
-8-
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.
WHX CORPORATION
/s/ F. G. Chbosky
--------------------------------
F. G. Chbosky
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
May 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the WHX
Corporation Consolidated Financial Statements as of March 31, 1996 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 17,893
<SECURITIES> 443,392
<RECEIVABLES> 58,308
<ALLOWANCES> 1,368
<INVENTORY> 305,661
<CURRENT-ASSETS> 840,275
<PP&E> 1,083,426
<DEPRECIATION> 300,480
<TOTAL-ASSETS> 1,832,495
<CURRENT-LIABILITIES> 292,066
<BONDS> 277,702
0
650
<COMMON> 272
<OTHER-SE> 699,386
<TOTAL-LIABILITY-AND-EQUITY> 1,832,495
<SALES> 315,493
<TOTAL-REVENUES> 315,493
<CGS> 273,781
<TOTAL-COSTS> 310,273
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,710
<INCOME-PRETAX> 1,656
<INCOME-TAX> 497
<INCOME-CONTINUING> 1,159
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,159
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
