<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
/ X / Quarterly Report pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
For the quarterly period ended October 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 number: 0-6132
CANTEL INDUSTRIES, INC.
-----------------------
(Exact name of registrant as specified in its charter)
DELAWARE 22-1760285
- ------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
1135 BROAD STREET, CLIFTON, NEW JERSEY 07013
- ------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code
(201) 470-8700
--------------
Indicate by check mark whether 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 the filing
requirements for the past 90 days. Yes X No
----- -----
Number of shares of Common Stock outstanding as of December 9, 1996: 4,089,658.
<PAGE>
PART I - FINANCIAL INFORMATION
CANTEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar Amounts in Thousands, Except Share Data)
(Unaudited)
October 31, July 31,
1996 1996
----------- -----------
ASSETS
Current assets:
Cash $ 716 $ 682
Accounts receivable, net 5,349 5,268
Inventories 8,867 8,196
Prepaid expenses and other current assets 402 308
------- -------
Total current assets 15,334 14,454
Property and equipment, at cost:
Furniture and equipment 1,937 1,796
Leasehold improvements 526 697
------- -------
2,463 2,493
Less accumulated depreciation and amortization 1,770 1,884
------- -------
693 609
Other assets 1,024 935
------- -------
$17,051 $15,998
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,919 $ 1,486
Compensation payable 598 722
Other accrued expenses 576 792
Income taxes payable 201 81
------- -------
Total current liabilities 4,294 3,081
Long-term debt 2,772 3,419
Deferred income taxes 102 97
Stockholders' equity:
Preferred Stock, par value $1.00 per share;
authorized 1,000,000 shares; none issued - -
Common Stock, $.10 par value; authorized 7,500,000
shares; issued and outstanding October 31 -
3,896,386 shares; July 31 - 3,888,695 shares 390 389
Additional capital 17,128 17,088
Accumulated deficit (6,526) (6,748)
Cumulative foreign currency translation adjustment (1,109) (1,328)
------- -------
Total stockholders' equity 9,883 9,401
------- -------
$17,051 $15,998
------- -------
------- -------
See accompanying notes.
1
<PAGE>
CANTEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar Amounts in Thousands, Except Per Share Data)
(Unaudited)
Three Months Ended
October 31,
1996 1995
------- -------
Net sales:
Product sales $ 6,434 $ 5,373
Product service 981 879
------- -------
Total net sales 7,415 6,252
------- -------
Cost of sales:
Product sales 4,251 3,691
Product service 628 576
------- -------
Total cost of sales 4,879 4,267
------- -------
Gross profit 2,536 1,985
Expenses:
Shipping and warehouse 141 193
Selling 894 1,073
General and administrative 831 790
Research and development 111 87
Costs associated with the Merger - 68
------ ------
Total operating expenses 1,977 2,211
------ ------
Income (loss) from operations before
interest expense and income
taxes 559 (226)
Interest expense 47 12
------ ------
Income (loss) before income taxes 512 (238)
Income taxes (benefit) 290 (200)
------ ------
Net income (loss) $ 222 $ (38)
------ ------
------ ------
Earnings (loss) per common share:
Primary $ .05 $ (.01)
------ ------
------ ------
Fully diluted $ .05 $ (.01)
------ ------
------ ------
See accompanying notes.
2
<PAGE>
CANTEL INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar Amounts in Thousands)
(Unaudited)
Three Months Ended
October 31,
1996 1995
------- -------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 222 $ (38)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Depreciation and amortization 79 95
Imputed interest - 3
Deferred income taxes 5 5
Changes in assets and liabilities:
Accounts receivable (81) 3,166
Inventories (671) (845)
Prepaid expenses and other current assets (94) (732)
Accounts payable and accrued expenses 1,093 (726)
Income taxes payable 120 (364)
------- -------
Net cash provided by operating activities 673 564
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES
Net additions to property and equipment (142) 7
Other, net 109 (14)
------- -------
Net cash used in investing activities (33) (7)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under credit facilities 4,089 4,244
Repayments under credit facilities (4,736) (5,052)
Proceeds from exercise of stock options 41 -
Deferred compensation payments - (33)
------- -------
Net cash used in financing activities (606) (841)
------- -------
Increase (decrease) in cash 34 (284)
Cash at beginning of period 682 799
------- -------
Cash at end of period $ 716 $ 515
------- -------
------- -------
See accompanying notes.
3
<PAGE>
CANTEL INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. BASIS OF PRESENTATION
The unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and the requirements of Form 10-Q and Rule 10.01 of
Regulation S-X. Accordingly, they do not include certain information and note
disclosures required by generally accepted accounting principles for annual
financial reporting and should be read in conjunction with the consolidated
financial statements and notes thereto included in the Annual Report of Cantel
Industries, Inc. (the "Company" or "Cantel") on Form 10-K for the fiscal year
ended July 31, 1996, and Management's Discussion and Analysis of Financial
Condition and Results of Operations included elsewhere herein.
The acquisition of MediVators, Inc., the Company's United States subsidiary
("MediVators"), which occurred on March 15, 1996 (the "Merger") has been
accounted for as a pooling of interests in accordance with generally accepted
accounting principles. Under this accounting treatment, the assets, liabilities
and stockholders' equity of MediVators were consolidated at their historical
amounts. Operating results of MediVators were consolidated for all periods
presented, and previously issued financial statements for the Company are
restated as though MediVators had always been consolidated as a wholly-owned
subsidiary of the Company.
The unaudited interim financial statements reflect all adjustments which
management considers necessary for a fair presentation of the results of
operations for these periods. The results of operations for the interim periods
are not necessarily indicative of the results for the full year.
The condensed consolidated balance sheet at July 31, 1996 was derived from
the audited consolidated balance sheet of the Company at that date.
Note 2. EARNINGS PER COMMON SHARE
Primary earnings per common share are computed based upon the weighted
average number of common shares outstanding during the period plus the dilutive
effect of options and warrants using the treasury stock method and the average
market price for the period.
Fully diluted earnings per common share are computed based upon the
weighted average number of common shares outstanding
4
<PAGE>
during the period plus the dilutive effect of options and warrants using the
treasury stock method and the higher of the period-end or average market price
for the period.
The following average shares were used for the computation of primary and
fully diluted earnings per common share:
For the
three months ended
October 31,
---------------------
1996 1995
--------- ---------
Primary 4,321,142 3,765,352
--------- ---------
--------- ---------
Fully diluted 4,326,778 3,765,352
--------- ---------
--------- ---------
Note 3. FINANCING ARRANGEMENTS
The Company has two credit facilities, a $7,500,000 revolving credit
facility for Carsen Group Inc., its Canadian subsidiary ("Carsen" or "Canadian
subsidiary") and a $2,000,000 revolving credit facility for MediVators.
Pursuant to the terms of the Carsen revolving credit facility, the
borrowing availability is subject to a potential reduction on January 1, 1998 to
an amount which will be agreed to by both Carsen and the lender and borrowings
must be paid in full no later than December 31, 1998. Borrowings outstanding at
October 31, 1996 and July 31, 1996 are in Canadian dollars and bear interest at
.75% above the lender's Canadian prime rate. The lender's Canadian prime rate
was 5% at October 31, 1996. A commitment fee on the unused portion of this
facility is payable in arrears at a rate of .25% per annum, with interest on
borrowings payable monthly. There were $2,616,000 (U.S. dollars) of borrowings
outstanding under this facility at October 31, 1996.
Pursuant to the terms of the MediVators revolving credit facility,
borrowings must be paid in full no later than December 3, 1998. Borrowings bear
interest at 1.5% above the lender's United States prime rate. The lender's
prime rate was 8.25% at October 31, 1996. A commitment fee on the unused
portion of this facility is payable in arrears at a rate of .5% per annum, with
interest on borrowings payable monthly. There were $156,000 of borrowings
outstanding under this facility at October 31, 1996.
Each of the credit facilities provides for restrictions on available
borrowings based primarily upon percentages of eligible accounts receivable and
inventories; requires the subsidiary to
5
<PAGE>
meet certain financial covenants; are secured by substantially all assets of the
subsidiary; and are guaranteed by Cantel.
Note 4. INCOME TAXES
Income taxes primarily consist of foreign income taxes provided on the
Company's Canadian operations. The effective tax rate on Canadian operations
was 44.6% for the three months ended October 31, 1996. For the three months
ended October 31, 1995, income taxes include a benefit resulting from the loss
from operations before income taxes at an effective rate of 43.9%, as well as a
recovery of prior years' federal and provincial income taxes and withholding
taxes.
The recovery of prior years' federal and provincial income taxes and
withholding taxes related to a notice of reassessment received by the Company's
Canadian subsidiary during fiscal 1994, which notice was based upon the
disallowance as a deduction for income tax purposes and treatment as a taxable
dividend, of all of the payments made to Cantel by the Canadian subsidiary
during the taxable years 1990 to 1992 with respect to a purchasing fee charged
by Cantel for negotiating certain distribution agreements on behalf of the
Canadian subsidiary. In prior years, the Company recorded the full amount of
the reassessment, which aggregated approximately $413,000, in its provision for
income taxes, and the related interest, of approximately $154,000, as interest
expense. During fiscal 1995, the full amount of the reassessment, including
interest, was paid under protest. During the three months ended October 31,
1995, the Company negotiated a settlement with Revenue Canada which resulted in
the recovery of federal and provincial income taxes and withholding taxes of
approximately $175,000 and interest of approximately $98,000. Of these amounts,
approximately $218,000 has been received to date.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS
The results of operations described hereafter reflect, for the most part,
those results of the Company's wholly-owned Canadian subsidiary, Carsen Group
Inc. ("Carsen" or "Canadian subsidiary") and those of its wholly-owned U.S.
subsidiary, MediVators, Inc. ("MediVators" or "United States subsidiary").
There was no significant impact upon the Company's results of operations for the
three months ended October 31, 1996, as compared to the three months ended
October 31, 1995, as a result of translating Canadian dollars into United States
dollars. The ensuing discussion should also be read in conjunction with the
Company's Annual Report on Form 10-K for the fiscal year ended July 31, 1996.
The following table gives information as to the net sales from operations
and the percentage to the total net sales accounted for by each operating
segment of the Company.
Three Months Ended
October 31,
--------------------------
1996 1995
--------------------------
(Dollar amounts in thousands)
$ % $ %
------ ---- ------ ----
Medical, Infection
Control and Scientific
Products:
Medical and
Infection Control
Products $3,620 48.8 $2,797 44.7
Scientific
Products 1,446 19.5 1,463 23.4
Product Service 981 13.2 879 14.1
Consumer Products 1,368 18.5 1,113 17.8
------ ----- ------ -----
$7,415 100.0 $6,252 100.0
------ ----- ------ -----
------ ----- ------ -----
Net sales increased by $1,163,000, or 18.6%, to $7,415,000 for the three
months ended October 31, 1996, from $6,252,000 for the three months ended
October 31, 1995. The increase was principally attributable to increased sales
of Medical and Infection Control Products and Consumer Products.
The increased sales of Medical and Infection Control Products for the three
months ended October 31, 1996 was primarily attributable to an increase in
demand for both medical and infection control products. This increase includes
the initial positive impact of the strategic alliance with Olympus America Inc.
7
<PAGE>
for the sales of MediVators' endoscope disinfection equipment; expansion and
improvement of the international distribution of MediVators' infection control
products; and the improvement in economic conditions in Canada, where sales of
medical products during the fiscal 1996 quarter were adversely impacted by
certain cost control measures implemented by various provincial governments
which decreased or delayed funding to hospitals, thereby reducing hospital
spending for capital equipment. The increased sales of Consumer Products for
the three months ended October 31, 1996 were due to stronger demand for certain
camera models with reduced selling prices.
Gross profit increased by $551,000, or 27.8%, to $2,536,000 for the three
months ended October 31, 1996, from $1,985,000 for the three months ended
October 31, 1995. Gross profit margins for the three months ended October 31,
1996 were 34.2%, as compared with 31.7% for the three months ended October 31,
1995. The higher gross profit margin was primarily attributable to changes in
sales mix of medical products as well as increased selling prices of certain
medical product accessories; reductions in the cost of certain camera models,
which reductions were partially passed along to customers; and a more efficient
method of repairing endoscopes.
Shipping and warehouse expenses as a percentage of net sales were 1.9% and
3.1% for the three months ended October 31, 1996 and 1995, respectively. The
percentage decrease was principally attributable to the impact of the increased
sales, since most of the expenses in this category are of a fixed nature, as
well as a reduction in certain fixed shipping and warehouse expenses.
Selling expenses as a percentage of net sales were 12.1% and 17.2% for the
three months ended October 31, 1996 and 1995, respectively. The percentage
decrease was principally attributable to the impact of the increased sales
against the fixed portion of selling expenses; a reduction in fixed selling
expenses at both Carsen and MediVators; and the elimination of certain variable
selling costs previously associated with the domestic distribution of MediVators
endoscope disinfection equipment.
General and administrative expenses increased by $41,000 to $831,000 for
the three months ended October 31, 1996 from $790,000 for the three months ended
October 31, 1995. This increase was primarily attributable to increased
personnel costs.
Costs associated with the Merger of $68,000 for the three months ended
October 31, 1995 represented expenses incurred in connection with the MediVators
acquisition, which was accounted for as a pooling of interests.
Interest expense increased to $47,000 for the three months ended October
31, 1996 from $12,000 for the three months ended October 31, 1995. This
increase was due to a recovery of interest
8
<PAGE>
of approximately $98,000 during the three months ended October 31, 1995 related
to the tax reassessments described in Note 4 to the Condensed Consolidated
Financial Statements, partially offset by a reduction of interest expense for
the three months ended October 31, 1996 attributable to a decrease in average
borrowings and lower average interest rates under the Carsen revolving credit
facility.
Income (loss) before income taxes increased by $750,000 to income of
$512,000 for the three months ended October 31, 1996 from a loss of $238,000 for
the three months ended October 31, 1995.
Income taxes primarily consist of foreign income taxes provided on the
Company's Canadian operations. The effective tax rate on Canadian operations
was 44.6% for the three months ended October 31, 1996. For the three months
ended October 31, 1995, income taxes include a benefit resulting from the loss
from operations before income taxes at an effective rate of 43.9%, as well as a
recovery of prior years' federal and provincial income taxes and withholding
taxes related to the tax reassessment described in Note 4 to the Condensed
Consolidated Financial Statements.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 1996, the Company's working capital was $11,040,000,
compared with $11,373,000 at July 31, 1996. This decrease primarily reflects an
increase in accounts payable, partially offset by an increase in inventories.
The decrease in working capital was partially attributable to net repayments of
long-term debt, which decreased from $3,419,000 at July 31, 1996 to $2,772,000
at October 31, 1996.
Net cash provided by operating activities was $673,000 for the three months
ended October 31, 1996, compared with $564,000 for the three months ended
October 31, 1995. For the three months ended October 31, 1996, the net cash
provided by operating activities was primarily due to income from operations
after adjusting for depreciation and amortization and an increase in accounts
payable and accrued expenses, partially offset by an increase in inventories.
For the three months ended October 31, 1995, the net cash provided by operating
activities was primarily due to a decrease in accounts receivable, partially
offset by increases in inventories and prepaid expenses and other current assets
and decreases in accounts payable and accrued expenses and income taxes payable.
Net cash used in investing activities was $33,000 for the three months
ended October 31, 1996, and $7,000 for the three months ended October 31, 1995.
Net cash used in financing activities was $606,000 for the three months
ended October 31, 1996, and $841,000 for the three
9
<PAGE>
months ended October 31, 1995. These changes were principally due to the
reduction in outstanding borrowings under the Carsen revolving credit facility.
The Company has two credit facilities, a $7,500,000 revolving credit
facility for Carsen, and a $2,000,000 revolving credit facility for MediVators.
Pursuant to the terms of the Carsen revolving credit facility, the
borrowing availability is subject to a potential reduction on January 1, 1998 to
an amount which will be agreed to by both Carsen and the lender and borrowings
must be paid in full no later than December 31, 1998. Borrowings outstanding at
October 31, 1996 and July 31, 1996 are in Canadian dollars and bear interest at
.75% above the lender's Canadian prime rate. The lender's Canadian prime rate
was 5% at October 31, 1996. A commitment fee on the unused portion of this
facility is payable in arrears at a rate of .25% per annum, with interest on
borrowings payable monthly. There were $2,616,000 (U.S. dollars) of borrowings
outstanding under this facility at October 31, 1996.
Pursuant to the terms of the MediVators revolving credit facility,
borrowings must be paid in full no later than December 3, 1998. Borrowings bear
interest at 1.5% above the lender's United States prime rate. The lender's
prime rate was 8.25% at October 31, 1996. A commitment fee on the unused
portion of this facility is payable in arrears at a rate of .5% per annum, with
interest on borrowings payable monthly. There were $156,000 of borrowings
outstanding under this facility at October 31, 1996.
Each of the credit facilities provides for restrictions on available
borrowings based primarily upon percentages of eligible accounts receivable and
inventories; requires the subsidiary to meet certain financial covenants; are
secured by substantially all assets of the subsidiary; and are guaranteed by
Cantel.
A decrease in the value of the Canadian dollar against the United States
dollar could adversely affect the Company because the Company's Canadian
subsidiary purchases substantially all of its products in United States dollars
and sells its products in Canadian dollars. Such adverse currency fluctuations
could also result in a corresponding adverse change in the United States dollar
value of the Company's assets that are denominated in Canadian dollars. Under
the Canadian credit facility, the Company's Canadian subsidiary has a foreign
exchange hedging facility of up to $15,000,000 (U.S. dollars) which could be
used to minimize future adverse currency fluctuations as they relate to
purchases of inventories.
The Company's Canadian subsidiary has foreign exchange forward contracts
at December 9, 1996 aggregating approximately $10,132,000 (U.S. dollars) to
hedge against possible declines in the value of
10
<PAGE>
the Canadian dollar which would otherwise result in higher inventory costs.
Such contracts represented the Canadian subsidiary's projected purchases of
inventories through May 31, 1997.
The average exchange rate of the contracts open at December 9, 1996 was
$1.3534 Canadian dollar per United States dollar, or $.7389 United States dollar
per Canadian dollar. The exchange rate published by the Wall Street Journal on
December 9, 1996, was $1.3594 Canadian dollar per United States dollar, or
$.7356 United States dollar per Canadian dollar.
The Company believes that its anticipated cash flow from operations and the
funds available under the credit facilities will be sufficient to satisfy the
Company's cash operating requirements for its existing operations for the
foreseeable future. At December 9, 1996, $5,407,000 was available under the
credit facilities.
Inflation has not significantly impacted the Company's operations.
11
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There was no submission of matters to a vote during the quarter ended
October 31, 1996.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11, Computation of Earnings Per Share
Exhibit 27, Financial Data Schedule
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the three months
ended October 31, 1996.
12
<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.
CANTEL INDUSTRIES, INC.
Date: December 12, 1996 By: /s/ James P. Reilly
------------------------
James P. Reilly, President
and Chief Executive Officer
(Principal Executive Officer
and Principal Financial Officer)
By: /s/ Craig A. Sheldon
------------------------
Craig A. Sheldon, Vice
President and Controller
(Chief Accounting Officer)
13
<PAGE>
EXHIBIT 11
CANTEL INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended
October 31,
1996 1995
--------- ---------
PRIMARY
Weighted average number of shares outstanding 3,891,803 3,765,352
Dilutive effect of options and warrants
using the treasury stock method and
average market price for the period 429,339 -
--------- ---------
Weighted average number of shares and
common stock equivalents 4,321,142 3,765,352
--------- ---------
--------- ---------
Net income (loss) $ 222,000 $ (38,000)
--------- ---------
--------- ---------
Net income (loss) per common share $ 0.05 $(0.01)
------ ------
------ ------
<PAGE>
EXHIBIT 11
CANTEL INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended
October 31,
1996 1995
--------- ---------
FULLY DILUTED
Weighted average number of shares outstanding 3,891,803 3,765,352
Dilutive effect of options and warrants
using the treasury stock method and the
higher of the period-end or average market
price for the period 434,975 -
--------- ---------
Weighted average number of shares and
common stock equivalents 4,326,778 3,765,352
--------- ---------
--------- ---------
Net income (loss) $ 222,000 $ (38,000)
--------- ---------
--------- ---------
Net income (loss) per common share $ 0.05 $(0.01)
------ ------
------ ------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT OCTOBER 31, 1996 AND THE CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> OCT-31-1996
<CASH> 716,000
<SECURITIES> 0
<RECEIVABLES> 5,349,000
<ALLOWANCES> 0
<INVENTORY> 8,867,000
<CURRENT-ASSETS> 15,334,000
<PP&E> 2,463,000
<DEPRECIATION> 1,770,000
<TOTAL-ASSETS> 17,051,000
<CURRENT-LIABILITIES> 4,294,000
<BONDS> 2,772,000
0
0
<COMMON> 390,000
<OTHER-SE> 9,493,000
<TOTAL-LIABILITY-AND-EQUITY> 17,051,000
<SALES> 7,415,000
<TOTAL-REVENUES> 7,415,000
<CGS> 4,879,000
<TOTAL-COSTS> 4,879,000
<OTHER-EXPENSES> 1,977,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 47,000
<INCOME-PRETAX> 512,000
<INCOME-TAX> 290,000
<INCOME-CONTINUING> 222,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 222,000
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
