<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
- --- EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
or
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
AND EXCHANGE ACT OF 1934
For the transition period from _____________ to ____________
Commission File No. 0-13059
CERADYNE, INC.
------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 33-0055414
- -------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3169 Redhill Avenue, Costa Mesa, CA 92626
-----------------------------------------------------------------
(Address of principal executive) (Zip Code)
Registrant's telephone number, including area code (714) 549-0421
--------------
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
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.
Class Outstanding at March 31, 1996
- ------------------------------ ---------------------------------
Common Stock, $.01 par value 7,766,574 Shares
Page 1 of 16 Pages
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CERADYNE, INC.
INDEX
-----
<TABLE>
<CAPTION>
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements
Statement Regarding Financial Information.......... 3
Consolidated Balance Sheets - March 31, 1996
and December 31, 1995.............................. 4-5
Consolidated Statements of Income -
Three months ended March 31, 1996 and 1995......... 6
Consolidated Statements of Cash Flow -
Three months ended March 31, 1996 and 1995......... 7-8
Condensed Notes to Consolidated Financial
Statements......................................... 9-11
Item 2. Management's Discussion and Analysis of
Financial Condition & Results of Operations........ 12-14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................. 15-16
Item 2-5. ................................................... 16
Item 6. Exhibits and Reports on Form 8-K................... 16
SIGNATURE..................................................... 16
</TABLE>
2
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CERADYNE, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1996
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
The Financial Statements included herein have been prepared by Ceradyne, Inc.
(the "Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information normally included in
the Financial Statements prepared in accordance with generally accepted
accounting principles has been omitted pursuant to such rules and regulations.
However, the Company believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that the Financial
Statements be read in conjunction with the Financial Statements and notes
thereto included in the Company's Annual Report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended
December 31, 1995, as filed with the Securities and Exchange Commission on March
31, 1996.
3
<PAGE>
CERADYNE, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
(Amounts in thousands)
<TABLE>
<CAPTION>
3-31-1996 12-31-1995
(Unaudited) (Audited)
=============================================================================
<S> <C> <C>
CURRENT ASSETS:
Cash & cash equivalents $ 4,496 $ 6,219
Accounts receivable, net of allowances of
approximately $134 & $150 for doubtful accts
at 3-31-1996 & 12-31-1995 $ 4,239 $ 3,759
Receivables from related parties $ 86 $ 12
Inventories $ 7,589 $ 6,749
Production Tooling $ 421 $ 366
Prepaid expenses and other $ 498 $ 323
---------- -----------
TOTAL CURRENT ASSETS $ 17,329 $ 17,428
---------- -----------
PROPERTY, PLANT & EQUIPMENT, at cost:
Land $ 422 $ 422
Buildings & improvements $ 1,825 $ 1,825
Lease rights $ 2,659 $ 2,659
Machinery & equipment $ 15,046 $ 14,907
Leasehold improvements $ 1,204 $ 1,141
Office equipment $ 1,605 $ 1,383
Construction in progress $ 493 $ 134
---------- -----------
$ 23,254 $ 22,471
Less accumulated depreciation & amortization $ 18,030 $ 17,750
---------- -----------
$ 5,224 $ 4,721
COSTS IN EXCESS OF NET ASSETS ACQUIRED,
net of accumulated amortization of $1,479
& $1,441 at 3-31 1996 & 12-31-1995 $ 2,195 $ 2,233
OTHER ASSETS, net of accumulated amortization
of $547 and $539 at 3-31-1996 & 12-31-1995 $ 492 $ 498
---------- -----------
TOTAL ASSETS $ 25,240 $ 24,880
========== ===========
=============================================================================
</TABLE>
See accompanying condensed notes to
Consolidated Financial Statements.
4
<PAGE>
CERADYNE, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
(Amounts in thousands, except share data)
<TABLE>
<CAPTION>
3-31-1996 12-31-1995
(Unaudited) (Audited)
=======================================================================
<S> <C> <C>
CURRENT LIABILITIES:
Current portion of long-term debt $ 477 $ 1,601
Accounts payable $ 2,001 $ 1,642
Accrued expenses:
Payroll and payroll related $ 790 $ 588
Other $ 418 $ 381
---------- -----------
Total current liabilities $ 3,686 $ 4,212
---------- -----------
LONG-TERM DEBT $ 555 $ 555
---------- -----------
DEFERRED REVENUE $ 261 $ 261
---------- -----------
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value:
Authorized - 12,000,000 shares;
Outstanding - 7,766,574 shares &
7,715,624 shares at 3-31-1996 &
12-31-1995, respectively $ 36,712 $ 36,590
Accumulated deficit $ (15,974) $ (16,738)
---------- -----------
TOTAL SHAREHOLDERS' EQUITY $ 20,738 $ 19,852
---------- -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 25,240 $ 24,880
========== ===========
=======================================================================
</TABLE>
See accompanying condensed notes to
Consolidated Financial Statements.
5
<PAGE>
CERADYNE, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED 3-31-1996 & 1995
(Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
====================================================================
THREE MONTHS ENDED
MARCH 31
- --------------------------------------------------------------------
1996 1995
------- ------
Unaudited
====================================================================
<S> <C> <C>
NET SALES $6,329 $5,379
COST OF PRODUCT SALES $4,510 $3,996
------ ------
Gross Profit $1,819 $1,383
------ ------
OPERATING EXPENSES:
Selling $ 433 $ 387
General & Administration $ 663 $ 573
------ ------
$1,096 $ 960
------ ------
Income (Loss) from operations $ 723 $ 423
------ ------
OTHER (INCOME) EXPENSE:
Other (income) expense (127) (4)
Interest expense $ 62 $ 76
------ ------
(65) $ 72
------ ------
Income (Loss) before provision
for income taxes $ 788 $ 351
PROVISION (CREDIT) FOR INCOME TAXES $ 23 $ -0-
------ ------
NET INCOME (LOSS) $ 765 $ 351
====== ======
NET INCOME (LOSS) PER COMMON &
EQUIVALENT SHARE
$.10 $.06
====== ======
====================================================================
</TABLE>
See accompanying condensed notes to
Consolidated Financial Statements.
6
<PAGE>
CERADYNE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED 3-31-1996 & 1995
(Amounts in thousands)
<TABLE>
<CAPTION>
================================================================================
THREE MONTHS ENDED
MARCH 31
- --------------------------------------------------------------------------------
1996 1995
Unaudited Unaudited
=================================================================================
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ 765 $ 351
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET
CASH PROVIDED FROM (USED IN) OPERATING ACTIVITIES:
Depreciation and amortization $ 311 $ 373
Decrease (Increase) in accounts receivable, net (481) (614)
(Increase) decrease in receivables from related (73) $ 2
parties
Increase in inventories (842) (355)
(Increase) decrease in production tooling (55) (92)
Decrease (Increase) in prepaid expenses & other (164) $ 21
assets
Increase (decrease) in accounts payable $ 430 (223)
Increase (decrease) in accrued expenses $ 238 $ 593
Increase (decrease) in deferred revenue $ -0- $ 21
------ ------
NET CASH PROVIDED FROM (USED IN) OPERATING $ 129 $ 77
ACTIVITIES ------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant & equipment (783) (181)
------ ------
NET CASH USED IN INVESTING ACTIVITIES (783) (181)
------ ------
=================================================================================
</TABLE>
See accompanying condensed notes to
Consolidated Financial Statements.
7
<PAGE>
CERADYNE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED 3-31-1996 & 1995
(Amounts in thousands)
<TABLE>
<CAPTION>
===============================================================================
THREE MONTHS ENDED
MARCH 31
- -------------------------------------------------------------------------------
1996 1995
Unaudited Unaudited
===============================================================================
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock, net $ 121 $ 12
Net borrowings (payments) on long-term debt $(1,124) $ 92
------- -----
Net cash provided by (used in) financing activities $(1,003) $ 104
------- -----
Decrease in cash and cash equivalents $(1,657) $ -0-
Cash & cash equivalents, beginning of period $ 6,153 $ -0-
Cash & cash equivalents, end of period $ 4,496 $ -0-
======= =====
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 62 $ 76
Income taxes paid $ 60 $ -0-
------- =====
===============================================================================
</TABLE>
See accompanying condensed notes to
Consolidated Financial Statements.
8
<PAGE>
CERADYNE, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(Unaudited)
1. Basis of Presentation
---------------------
The consolidated financial statements include the financial statements of
Ceradyne, Inc. (the Company) and its subsidiaries. All material
intercompany accounts and transactions have been eliminated.
2. Inventories
-----------
Inventories are valued at the lower of cost (first in, first out) or
market. Inventory costs include the cost of material, labor and
manufacturing overhead. The following is a summary of the inventory
components as of March 31, 1996 and December 31, 1995:
<TABLE>
<CAPTION>
MARCH 31, 1996 DECEMBER 31, 1995
=========================================================
<S> <C> <C>
Raw Materials/ $3,210,000 $3,371,000
Finished Goods
Work-in-Process $4,379,000 $3,378,000
Total Inventories $7,589,000 $6,749,000
========== ==========
=========================================================
</TABLE>
3. Net Income (Loss) Per Share
---------------------------
The number of shares used in computing primary net income (loss) per share
equals the total of the weighted average number of shares outstanding
during the periods plus, in 1995, common stock equivalents relating to
options. Common stock equivalents relating to options issued under the
1983 Stock Option Plan (as amended), the 1994 Stock Incentive Plan, the
1985 Employee Stock Purchase Plan and the 1995 Employee Stock Purchase Plan
represent additional shares which may be issued in connection with their
exercise, reduced by the number of shares which could be repurchased with
the proceeds at the average market price per share. Common stock
equivalents relating to options are not included when their effect is
antidilutive. The following is a summary of the number of shares entering
into the computation of net income per common and common equivalent share:
9
<PAGE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31
1996 1995
=================================================================
<S> <C> <C>
Weighted average number of 7,766,574 6,243,841
shares outstanding
Common stock equivalents 116,459 63,712
--------- ----------
Number of shares 7,883,033 6,307,553
========= ==========
=================================================================
</TABLE>
4. Long-Term Debt and Bank Borrowing Arrangements
----------------------------------------------
<TABLE>
<S> <C>
Long-term debt consisting of the following at March 31, 1996:
Note payable to asset-based lender, bearing interest at the
institution's prime rate (8.50 percent at March 31, 1996),
plus 2.0 percent. $1,000,000
Four contract capital leases, bearing interest between 5.38
percent and 11.64 percent, payable in monthly installments of
$18,948 expiring September 1996, secured by the equipment. $ 32,000
$1,032,000
Less - Current portion $ 477,000
----------
Long-term debt $ 555,000
==========
============================================================================
</TABLE>
On January 30, 1996, the Company amended its revolving credit agreement set
forth above. The debt on the total facility has been reduced to
$1,000,000, which is the minimum borrowing requirement. The previous
minimum borrowing requirement was $2,000,000. The pay down of $1,000,000
was part of the stated use of the proceeds from the public offering in
October 1995. Additionally, the interest rate was decreased from 3.6% over
prime rate to 2.0% over prime rate and all financial loan covenants were
eliminated. Also, in computing interest charges the loan account of Company
maintained by lender will be credited with remittances and other payments
2.5 business days after funds have been credited to lender's account at
lender's bank. The Company has delivered to the lender cash collateral in
the sum of $1,000,000 as security for the credit facility. This collateral
has been invested as a certificate of deposit at Sumitomo Bank. All
interest for this certificate of deposit is to be forwarded to the Company.
The credit facility shall be effective until November 29, 1997 and
automatically renewed for successive terms of two years thereafter unless
terminated at the end of the initial term by either party giving the other
written notice at least sixty (60) days prior to the end of the then-
current term.
10
<PAGE>
5. Income Tax
----------
Effective the first quarter of 1993, the Company adopted Statement of
Financial Accounting Standards (SFAS) No. 109, "Accounting for Income
Taxes." The new standard provides revised criteria for the recognition of
net deferred tax assets. The Company's deferred tax asset, which is
approxi-mately $7,651,000, relates to its net operating loss carryforward
and has been offset with a valuation allowance since there is uncertainty
regarding the Company's ability to recognize this tax benefit since the
benefit is dependent upon the Company's ability to continue to generate
future taxable income.
11
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
----------------------
Results of Operations for Quarter Ended March 31, 1996
- ------------------------------------------------------
Reference is made to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995, for an analysis and detailed discussion of the
Company's financial condition and results of operations for the period covered
by that report.
Net Sales. Net sales for the quarter ended March 31, 1996 were $6.3 million,
which represents an 18% or a $950,000 increase in net sales for the
corresponding period of the prior year. This increase was primarily due to a
$.6 million increase in sales for the Semicon Division's Low Power Cathodes and
Cathodes/Lasers for microwave applications. The other $.4 million increase was
due to the resumption of business for the Orthodontic Brackets' product line.
International sales have and will continue to be an important part of the
Company's business, representing 26.4% of the Company's net sales for the
quarter ending March 31, 1996, up from 25.5% for the comparable period of the
prior year, due primarily to shipments of microwave tube products and CRT
cathode products. The Company intends to increase its efforts to expand sales
in the international market.
Gross Profit. The Company's gross profit was $1.8 million, or 28.7% of net
sales, for the quarter ended March 31, 1996, compared to $1.3 million, or 24.8%
of net sales, for the quarter ended March 31, 1995. Of the $.5 million increase
in gross profit, approximately $.4 million resulted in increased gross profit at
the Company's West Coast operations. This increase was attributed primarily to
the orthodontic product group coming back on line. This product line has a more
favorable gross profit than any of the other product lines.
During the fiscal quarter ended June 30, 1995, the Company renegotiated the
lease for its West Coast facility, reducing both leased space and rent. This
reduction of approximately $350,000 per year, the majority of which will reduce
manufacturing overhead expense, commenced in November 1995.
12
<PAGE>
Operating Expense. Operating expenses were $1.1 million for the quarter ended
March 31, 1996, an increase of 14.2% from the comparable period of the prior
year, and represented 17.3% of net sales compared to 17.8% of net sales for the
quarter ended March 31, 1995. The improvement as a percentage of net sales was
due to increased sales for the quarter ended March 31, 1996.
Selling expenses were $.4 million for the quarter ended March 31, 1996, an
increase of 11% from the comparable period of the prior year. This small
increase in aggregate selling expenses was overshadowed by the much larger
increase in total sales. Also, product lines, like the orthodontic brackets,
incur very little selling expenses. Selling expenses as a percentage of sales
decreased slightly during the quarter ended March 31, 1996 to 6.8% from 7.2%.
General and administrative expenses were $.7 million for the quarter ended March
31, 1996, a 16.7% increase from the comparable period of the prior year. This
increase was primarily due to the payment of employee incentive bonuses indexed
to the Company's profitability during the quarter ended March 31, 1996.
Given the nature of the Company's business, management believes that the present
aggregate dollar level of operating expense, which has not changed materially
over the last several years, is necessary to support the Company at its current
sales level, as well as that experienced in the recent past. On the other hand,
management believes that the Company should be able to significantly increase
its sales without corresponding increases in selling, general and administrative
expenses.
Other Income/Expense. Other income/expense was $127,000 for the quarter ended
March 31, 1996 compared to $4,000 for the quarter ended March 31, 1995. The
increase of $123,000 was mainly attributable to interest income from the
successful public offering in November 1995 and to the Ford Motor Company
provision for joint development.
Interest Expense. The quarter ended March 31, 1996, interest expense was
$62,000, a 22.6% decrease over the comparable period of the prior year,
primarily attributable to paying down the debt.
Income Taxes. The Company made a $23,000 provision for income taxes for the
quarter ended March 31, 1996 due to the alternative minimum tax (AMT). For both
Federal and State tax purposes, only 90% of the Company's income before income
taxes may be offset by the available net operating losses carryforward of
approximately
13
<PAGE>
$17.3 million due to the assessment of alternative minimum income taxes.
Net Income. Reflecting all of the matters discussed above, net income was
$765,000 (or $.10 per share) for the quarter ended March 31, 1996 compared to
net income of $351,000 (or $.06 per share) for the comparable period of the
prior year.
Liquidity and Capital Resources
- -------------------------------
The Company meets its operating and capital requirements from cash flow from
operating activities and borrowings under its credit facilities. As of March
31, 1996, the Company had cash and cash equivalents of $4.5 million.
On December 4, 1995, the Company completed a public offering of 1,380,000
shares of its common stock at $5.00 per share. After commissions and other
related expenses, Ceradyne netted approximately $6 million cash from the
offering. Therefore, as of December 31, 1995, the Company had cash and cash
equivalents of $6.2 million.
On January 30, 1996, the Company amended its revolving credit agreement set
forth above. The debt with this lender was reduced from $2.1 million to $1.0
million. The Company has delivered to the lender cash collateral in the sum of
$1.0 million as security for the credit facility. This $1.0 million in
collateral has been invested as a certificate of deposit at Sumitomo Bank. The
interest rate on the new debt of $1.0 million has decreased from 3.6% over prime
rate to 2.0% over prime rate. The credit facility shall be effective until
November 29, 1997.
Management believes that the net proceeds from the offering, funds generated
from operations and the ability to borrow under the existing credit facility
will be sufficient to finance anticipated capital and operating requirements for
the foreseeable future.
14
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Company is, from time to time, involved in various legal and other
proceedings that relate to the ordinary course of operating its business,
including, but not limited to, employment-related actions and workers'
compensation claims.
In October 1995 the Company was served with a complaint that was filed by four
persons, and the spouses of those persons, who are/were employed by one of the
Company's customers. The complaint, filed in the United States District Court,
Eastern District of Tennessee, alleges that the employees contracted chronic
beryllium disease as a result of their exposure, during the course of their
employment with the Company's customer, to beryllium-containing products sold by
Ceradyne. The complaint seeks compensatory damages in the amount of $3.0 million
for each of the four plaintiffs who were employed by the Company's customers,
compensatory damages of $1.0 million each for the two spouses, and punitive
damages in the amount of $5.0 million. The case is in the early stages of
discovery. Based upon information currently available, the Company believes that
the employees' claims are without merit and that the resolution of this matter
will not have a material adverse effect on the financial condition or operations
of the Company.
Defense of this case has been tendered to the Company's insurance carriers, some
of whom are providing a defense subject to a reservation of rights. There can
be no assurance, however, that this claim or other claims related to exposure to
beryllium oxide will be covered by insurance, or that, if covered, the amount of
insurance will be sufficient to cover any potential judgment.
Currently, the Company is involved in an action filed by a current employee in
the Superior Court of the State of California, County of Orange. One of the
Company's previous landlords, who also was sued by the plaintiffs, filed a
cross-complaint against Ceradyne. The employee and his wife filed suit in
December 1994 alleging that he contracted chronic beryllium disease during the
course and scope of his employment. In March 1996, Ceradyne was dismissed by
the plaintiffs as a direct defendant. Although Ceradyne remains in the action
as a cross-defendant, the Company believes that the resolution of this matter
will not have a material adverse effect on the financial condition or operations
of the Company.
Defense of this case has been tendered to the Company's insurance carriers, all
of whom have denied coverage. The Company believes, however, that coverage was
improperly denied. The Company has initiated an action against certain
insurance carriers in order to resolve the dispute regarding coverage. There
can be no assurance,
15
<PAGE>
however, that this claim or other claims related to exposure to beryllium oxide
will be covered by insurance, or that, if covered, the amount of insurance will
be sufficient to cover any potential judgment.
Items 2-5. N/A
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
None
(b) Reports on Form 8-K:
None
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.
CERADYNE, INC.
By: /s/ HOWARD F. GEORGE
_______________________________
Howard F. George
Vice President
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: May 13, 1996
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q - 1ST
QUARTER 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-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1996
<CASH> 4,496
<SECURITIES> 0
<RECEIVABLES> 4,373
<ALLOWANCES> 134
<INVENTORY> 7,589
<CURRENT-ASSETS> 17,329
<PP&E> 23,254
<DEPRECIATION> 18,030
<TOTAL-ASSETS> 25,240
<CURRENT-LIABILITIES> 3,686
<BONDS> 0
0
0
<COMMON> 36,712
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 25,240
<SALES> 6,329
<TOTAL-REVENUES> 6,329
<CGS> 4,510
<TOTAL-COSTS> 969
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 62
<INCOME-PRETAX> 788
<INCOME-TAX> 23
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 765
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
