<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 EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED MARCH 29,1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM to .
Commission File Number 0-599
THE EASTERN COMPANY
(Exact Name of Registrant as specified in its charter)
Connecticut 06-0330020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
112 Bridge Street, Naugatuck, Connecticut 06770
- ----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(203) 729-2255
(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.
Class Outstanding as of March 29,1997
Common Stock, No par value 2,764,164
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PART I
FINANCIAL INFORMATION
THE EASTERN COMPANY AND SUBSIDIARIES
ITEM I CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
- ------
ASSETS
March 29, 1997 December 28,1996
CURRENT ASSETS
- --------------
Cash and cash equivalents $ 2,167,776 $ 2,269,031
Accounts receivable, less allowance:
1997- $605,000; 1996- $567,000 8,624,094 7,018,961
Inventories 11,475,048 10,897,827
Prepaid expenses and other current assets 1,915,916 2,287,155
------------ ------------
Total Current Assets 24,182,834 22,472,974
Property, plant and equipment 26,450,275 25,961,043
Accumulated depreciation (12,731,251) (12,074,420)
------------ ------------
13,719,024 13,886,623
Prepaid pension cost 4,055,932 4,017,397
Other assets, net 2,030,169 2,115,240
------------ ------------
TOTAL ASSETS $ 43,987,959 $ 42,492,234
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
- -------------------
Notes payable $ 3,130,980 $ 3,630,980
Accounts payable 2,877,367 2,396,582
Accrued compensation and withholding 1,616,634 859,701
Accrued expenses 878,593 823,560
------------ ------------
Total Current Liabilites 8,503,574 7,710,823
Deferred federal income taxes 2,389,800 2,389,800
Long-term debt 158,776 224,415
Accrued postretirement benefits 2,815,633 2,812,690
Shareholders' Equity
- --------------------
Common Stock, No Par Value:
Authorized Shares - 25,000,000
Issued & outstanding shares:
1997-2,764,164; 1996-2,696,284
8,791,767 8,272,614
(Excluding Shares in Treasury:
1997-610,987; 1996-610,987)
Preferred Stock, No Par Value
Authorized Shares - 2,000,000
(No shares issued)
Unearned compensation
(266,563) (200,938)
Retained earnings 21,594,972 21,282,830
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $43,987,959 $42,492,234
=========== ===========
See accompanying notes.
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<PAGE>
THE EASTERN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
THREE MONTHS ENDED
MARCH 29, 1997 MARCH 30, 1996
-------------- --------------
Net sales $ 15,934,598 $ 14,541,552
Interest income 35,977 36,709
------------ ------------
Total 15,970,575 14,578,261
Cost of products sold 11,949,759 12,117,549
------------ -----------
4,020,816 2,460,712
Selling and administrative expenses 2,981,969 2,691,835
Interest expense 66,307 50,839
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES 972,540 (281,962)
Income taxes 358,117 (79,801)
----------- -----------
NET INCOME (LOSS) $ 614,423 $ (202,161)
=========== =============
Net income (loss) per share $ 0.23 $ (0.07)
Cash dividends per share $ 0.115 $ 0.115
Average shares outstanding 2,723,079 2,696,284
See accompanying notes.
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<PAGE>
<TABLE>
<CAPTION>
THE EASTERN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED
MARCH 29, 1997 MARCH 30, 1996
-------------- --------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 614,423 $ (202,161)
Adjustments to reconcile net income (loss) to net
cash provided by operating activities:
Depreciation and amortization 659,864 763,246
Gain on sale of equipment and other assets - -
Postretirement benefits other than pensions 2,943 3,000
Provision for losses on accounts receivable 17,500 17,500
Changes in operating assets and liabilities:
Accounts receivable (1,627,285) (503,836)
Inventories (587,000) 2,987
Prepaid expenses 370,489 30,364
Prepaid pension (38,534) (636,064)
Accounts payable 686,337 700,253
Accrued expenses 638,191 698,265
Other assets 84,033 (12,569)
----------- ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 820,961 860,985
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (538,062) (1,172,221)
Other 38,256 -
----------- ------------
NET CASH USED BY INVESTING ACTIVITIES (499,806) (1,172,221)
FINANCING ACTIVITIES:
Payment on line of credit (500,000) -
Proceeds from line of credit - 1,000,000
Principal payments on long-term debt (60,000) (60,000)
Proceeds from sales of Common Stock 453,528 -
Dividends paid (317,880) (310,074)
------------ ------------
NET CASH (USED) PROVIDED BY FINANCING ACTIVITIES (424,352) 629,926
Effect of exchange rate changes on cash 1,942 3,810
----------- ------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (101,255) 322,500
Cash and Cash Equivalents at Beginning of Year 2,269,031 1,521,361
----------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,167,776 $ 1,843,861
=========== ============
</TABLE>
See accompanying notes.
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<PAGE>
THE EASTERN COMPANY AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE (UNAUDITED)
THREE MONTHS ENDED
MARCH 29, 1997 MARCH 30, 1996
-------------- --------------
Primary:
Average shares outstanding 2,723,079 2,696,284
Net effect of dilutive stock
options -- based on the
treasury stock method
using average market price 29,396 -
---------- ---------
Total 2,752,475 2,696,284
========== =========
Net income (loss) 614,423 (202,161)
========== ==========
Net income (loss) per share $0.22 ($0.07)
===== =======
Fully diluted:
Average shares outstanding 2,723,079 2,696,284
Net effect of dilutive stock
options -- based on the
treasury stock method
using quarter-end market
price, if higher than average
market price 29,619 -
---------- ---------
Total 2,752,698 2,696,284
========== =========
Net income (loss) 614,423 (202,161)
========== =========
Net income (loss) per share $0.22 ($0.07)
====== =======
See accompanying notes.
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<PAGE>
THE EASTERN COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
March 29, 1997
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements.
The accompanying condensed consolidated financial statements are unaudited.
However, in the opinion of management, all adjustments (consisting only of
normal recurring accruals) necessary for a fair presentation of the results of
operations for such interim periods have been reflected therein.
The condensed balance sheet as of December 28, 1996 has been derived from the
audited financial statements at that date.
Note B - Net Income (Loss) Per Share
Net income (loss) per share of common stock is based on the weighted average
number of shares outstanding during each period (1997 - 2,723,079 shares; 1996 -
2,696,284 shares). Common stock equivalents (stock options) did not have a
material dilutive effect on net income per share in 1997. The computation of net
income per share of common stock on a fully diluted basis did not result in any
material dilution in 1997. Stock options were anti-dilutive in 1996 and were
excluded from the per share calculations.
Note C - Litigation
The Registrant is involved in litigation relating to environmental matters for
which the ultimate outcome is not expected to have any material adverse impact
on financial position, operating results or liquidity. See Part II Item 1 Legal
Proceedings for further information.
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<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Eastern's financial performance in the first quarter of 1997 demonstrated its
continued strength in its core business and increased manufacturing efficiency.
Net Income for the first quarter of 1997 was $614 thousand or $.23 per share on
sales of $15.9 million versus a net loss in the first quarter of 1996 of $202
thousand or $.07 per share on sales of $14.5 million. Earnings would have been
35% higher without the expense associated with this year's proxy contest.
Eastern's shareholders overwhelmingly supported Management's candidates, over a
dissident slate of directors.
The first quarter 1997 net sales increased 10% or $1.4 million from the first
quarter of 1996. Sales volume and price increases, each accounted for 4% of the
increased sales, respectively. The additional 2% increase was the result of new
product introductions. Leading the way in sales growth, were the contract
casting products produced by the Frazer & Jones Division. This product line
increased 30% over the prior year. Increased business in the automotive
accessories market and industrial hardware lines offset declines in the tractor
trailer industry. Sales volume in the mining industry picked up over the
comparable period a year ago as a result of the agreement entered into in August
1996 with Excel Mining System, the Country's largest manufacturer of mine roof
bolts. Sales of custom locks were up 6% over last years level. New products
include contract casting products offered by Frazer & Jones Division and various
vehicular products offered by Eberhard Manufacturing Division. Also, the
recently introduced Gun Blok product line experienced increased sales volume in
the first quarter of 1997 versus the first quarter of 1996. This new product
line is generating tremendous interest in both the domestic and international
marketplace.
Gross margin as a percentage of sales for the three months ended March 28, 1997
was 25% compared to 17% for the same period a year ago. This anticipated return
of profitability, was attributable to higher margin yielding products, a 1.4%
reduction in cost of products sold, and improved capacity utilization at the
Frazer & Jones Division. All of the Registrant's divisions and subsidiaries
reported improved gross margins.
Selling and administrative expenses were up 11% or $300 thousand as
compared to the same period a year ago. Expressed as a percent of sales, selling
and administrative expenses were 18.7% versus 18.5% for the comparable period a
year ago. This increase was primarily due to defense costs incurred by the
Registrant to defend a hostile takeover attempted by Millbrook Capital
Management, Inc. and related proxy contest.
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<PAGE>
Liquidity and Sources of Capital
Cash flows from operations were $821 thousand for the first quarter of 1997
versus $861 thousand in the first quarter of 1996. Cash generated from the
exercise of stock options was $454 thousand. This combined cash flow was
sufficient to fund the Registrant's capital expenditure program, paydown it's
short-term credit line by $500 thousand, and make it's 226th consecutive
quarterly dividend payment to shareholders.
Inventory balances at the end of the first quarter of 1997 of $11.5 million were
$600 thousand higher than year end 1996, and $300 thousand lower than the first
quarter of 1996. Inventory turns of 4.2 times at the end of the first quarter of
1997 was comparable to the previous year end rate and also the first quarter of
1996. The Registrant believes inventory levels are adequate to meet customer
requirements and anticipated increased sales activity. Accounts receivable
increased by $1.6 million, compared to year end 1996; this increase was driven
by the growth in sales volume. The average day's sales in accounts receivable
for the first quarter of 1997 was 49 days; this compares to a level of 52 days
for the comparable period a year ago. This improvement is the result of
management's continued collection efforts.
Additions to property, plant and equipment were $500 thousand during the first
three months of 1997 versus $1.2 million for the comparable period a year ago.
Total 1997 capital expenditures are expected to be lower than the expected $2.6
million level of depreciation for the year.
Other Matters
On June 24, 1994, the Registrant settled all claims with both the Beacon Heights
Coalition and the Laurel Park Coalition and the respective complaints against
the Registrant on behalf of the Coalitions were dismissed by stipulation. Claims
against the Registrant and certain other defendants filed by the two governments
agencies as described in Part II, item 1 below were dismissed by the Court. A
final judgement was entered by the U. S. District Court in the consolidated
proceedings on March 17, 1995. Appeals, however, were filed by the two
government agencies as described in Part II, item 1 below.
On November 1, 1996, the United States Court of Appeals for the Second Circuit
reversed the U.S. District Court's ruling dismissing government agencies
environmental claims against the Registrant and certain other defendants, and
the environmental claims by the Laurel Park and Beacon Heights Coalitions
against numerous defendants. The Court of Appeals, is expected to remand the
case to the U.S. District Court in Connecticut for further proceedings. See
further description in Part II, Item 1 below.
-8-
<PAGE>
The Registrant continues to actively monitor the situation. It is management's
opinion that the resolution of these matters will not have a material adverse
effect on the Registrant's financial position, operating results or liquidity.
After serving as President and C.E.O. for 9 years, Mr. Stedman G. Sweet has
elected to take early retirement from The Eastern Company. He is succeeded by
Leonard F. Leganza who formerly served as Executive Vice President and Chief
Financial Officer of Scovill Manufacturing Company. Mr. Leganza has been a
Director of Eastern for 16 years and prior to his new responsibilities Chairman
of the Executive, Compensation and Audit Committees. He will serve as President
and C.E.O. while the Board of Directors searches for a permanent replacement for
this position.
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS-
- ------ ------------------
(A) In April 1988, Murtha Enterprises Inc. and related parties (collectively
"Murtha"), as the result of a February 1987 suit (docket number N-87-52 PCD)
brought by the U. S. Environmental Protection Agency (the "EPA") and others,
concerning the Beacon Heights and Laurel Park landfills, instituted
third-party actions against approximately 200 companies or individuals
including the Registrant. The underlying suit against Murtha was settled with
EPA and the other parties and the Consent Decree has been approved by the
Court.
On September 22, 1988, the EPA filed a complaint against the Registrant and
seven other defendants seeking recovery of present and future response costs
incurred by the United States in connection with the Beacon Heights landfill.
The complaint alleged total damages of approximately $1.8 million ($1.3
million actual and $.5 million future). On October 31, 1988 the court
consolidated the EPA action against the Registrant with the other cases under
docket number N-87-52 (PCD).
By complaint dated September 6, 1990, the Beacon Heights Coalition (the
"Beacon Coalition"), a group of parties who have entered into a consent order
with EPA, instituted a direct action against the Registrant and approximately
400 other named parties concerning the Beacon Heights landfill. The Beacon
Coalition claimed that these defendants generated or transported hazardous
substances disposed of at the Beacon Heights landfill, and are therefore
responsible for a share of the Beacon Coalition's response costs.
The Registrant has filed answers to both the EPA Complaint and the Beacon
Coalition Complaint.
In March 1991, a Laurel Park Coalition which did not include the Registrant
entered into Consent Decree and Administrative Order by Consent with the EPA
and the State of Connecticut to remediate the Laurel Park landfill. The
Consent Decree has been approved by the Court.
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<PAGE>
In May 1991, EPA and the State of Connecticut ("State") each filed a
complaint against the Registrant and three other defendants seeking recovery
of present and future response costs incurred in connection with the Laurel
Park landfill. The EPA claims costs in excess of $1.8 million and the state
claims costs in excess of $2.5 million. On July 1, 1991, the court
consolidated these actions against the Registrant with the other cases under
docket number N-87-52 (PCD). The Registrant filed answers to both of these
complaints.
By order dated February 8, 1994, the court granted a motion filed by
Registrant for judgement on the pleadings against EPA and the state with
respect to each of their claims against Registrant. By motions dated February
22, 1994 and February 23, 1994, EPA and the state respectively moved for
reconsideration of the court's order, which motions were denied.
By order dated February 8, 1994, the court permitted the Laurel Park
Coalition to file a complaint against eight parties including the Registrant,
which claims were to be assigned for trial if the Coalition files a complaint.
On June 24, 1994 , the Registrant settled all claims with both the Beacon
Heights Coalition and the Laurel Park Coalition and the respective complaints
against the Registrant on behalf of the Coalitions were dismissed by
stipulation. No complaints are now pending in the U.S. District Court
involving the Registrant.
On March 17, 1995, the U.S. District Court entered a final judgement in the
consolidated proceedings (docket number N-87-52(PCD)) which included the
granting of Registrant's motion for judgement on the pleadings. As a result of
this judgement, no complaints were then pending in the U.S. District Court
involving the Registrant.
On April 17, 1995, the State filed its notice of appeal from this final
judgement with the U.S. District Court. On May 10, 1995, EPA filed its notice of
appeal from the judgement.
On November 1, 1996 the U.S. Court of Appeals for the Second Circuit
reversed the District Court ruling dismissing EPA and State of Connecticut
environmental claims against the Registrant and environmental claims by the
Laurel Park and Beacon Heights Coalitions against numerous defendants. The Court
of Appeals remanded the case to the U.S. District Court in Connecticut for
further proceedings. The governmental lawsuits, brought after governmental
settlements with the Coalitions, seek to recover remediation costs of the
governments unreimbursed by the Coalition settlements or the settlement with the
owner/operator in connection with the Laurel Park and Beacon Heights landfills.
The EPA has claimed that the Registrant and five other defendants (two corporate
and three individual) are responsible for an aggregate of $3.0 million in
remediation costs with respect to the Beacon Heights landfill and that the
Registrant and one other corporate defendant are responsible for an aggregate of
$2.3 million in remediation costs with respect to the Laurel Park landfill;
Connecticut has claimed that the Registrant and one other defendant are
responsible for an aggregate of $800,000 in remediation costs with respect to
the Laurel Park landfill. The Registrant intends to continue to vigorously
contest any liability relating to these governmental claims. The Registrant
would also pursue its rights of contribution against the other defendants in the
event of any liability, which the Registrant expects would significantly reduce
any liability imposed. In addition, it would file claims against its insurance
carriers.
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<PAGE>
In its decision, the Second Circuit also reversed the U.S. District Court's
dismissal of numerous actions brought by the Beacon Heights and Laurel Park
Coalitions against non-settling parties. These Coalitions assumed full
responsibility for cleaning up the two landfill sites and, as noted above, the
Registrant has settled with both Coalitions with respect to liability at these
sites in 1994. It is believed that many of the defendants in the pending
Coalition actions and certain other persons who have not been sued by the
governments have a responsibility for remediation cost and may be brought into
these actions as co-defendants with the Registrant. The Registrant intends to
resist the EPA and State claims and if necessary bring these other persons into
the action to share the costs of reimbursements to the governments if ultimately
imposed.
On or about December 12, 1996, NRS Carting Company and Zollo Drum Company,
Inc., defendants to the Coalitions' actions but not to the governments' actions,
petitioned the Court of Appeals for rehearing relative to the Court's decision
regarding successor liability. On April 25,1997, the Court of Appeals issued a
decision denying the petition for rehearing. Although the Court of Appeals has
not yet entered an order that will result in the EPA and State claims being
returned to the U. S. District Court for Connecticut, it is expected to do so
within the next month.
The Registrant will continue to vigorously pursue its legal interest in this
matter. The Registrant believes that these actions will not have a materially
adverse impact on the Registrant's consolidated financial position, operating
results or liquidity.
(B) The Registrant was involved in two actions with MMI Investments, LLC
("MMI"). The first action, filed on or about August 15, 1996, was captioned MMI
Investments, LLC vs. The Eastern Company, Docket number CV 96-134473 ("MMI's
action"). The second action, filed on or about September 9, 1996, was captioned
The Eastern Company vs. MMI Investments, LLC, docket number CV 96-134839
("Eastern's action"). The two actions were consolidated before the Connecticut
Superior Court for the Judicial District of Waterbury at Waterbury.
In MMI's action, MMI sought an order of mandamus from the Court to compel
the Registrant to turn over a copy of its shareholder list to MMI.
In the Eastern action, the Registrant sought to enjoin MMI (purporting to
represent 10% of the Registrant's shares) from calling or attempting to call a
special meeting of the Registrant's shareholders on the grounds that (A) its
request did not comport with the threshold requirement under Connecticut law and
the Registrant's bylaws that the request be made by holders of at least 35% of
the Registrant's shares and (B) the purported purposes submitted by MMI for the
special meeting were improper. The Registrant also sought declaratory relief
regarding these two issues.
On December 3, 1996, the Connecticut Superior Court issued a decision
enjoining MMI from calling a special meeting pursuant to any request for the
call of such a meeting made prior to that date by MMI. The court held that the
written request of holders of at least 35% of Eastern's shares was required
under Connecticut law to call a special meeting of shareholders. The court
permitted MMI to inspect the Registrant's shareholder list. The Registrant and
MMI each filed an appeal of the court's decision, which appeals were withdrawn
on January 21, 1997.
There are no other material legal proceedings, other than ordinary routine
litigation incidental to the business, to which either the Registrant or any of
its subsidiaries is a party of or which any of their property is the subject.
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<PAGE>
ITEM 2 CHANGES IN SECURITIES
- ------ ---------------------
None
ITEM 3 DEFAULTS UPON SENIOR SECURITIES -
- ------ -------------------------------
None
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
The Registrant held its Annual Meeting of the Stockholders at the Naugatuck Elks
Lodge, Naugatuck, Connecticut on Wednesday, the twenty-sixth day of March, 1997.
The matter voted on and the voting results were:
FOR WITHHELD AGAINST ABSTENTION
1) Election of three directors
for three year terms expiring in
the year 2000.
Management Nominees:
Ole K. Imset 1,641,193 31,577
Stedman G. Sweet 1,639,647 33,123
Donald S. Tuttle III 1,641,149 31,621
MMI Nominees:
J. Dyson 710,188 7,267
C. Lifflander 710,084 7,371
G. Scherer 710,084 7,371
Continuing Directors:
Charles W. Henry
John W. Everets
Donald E. Whitmore, Jr.
Russell G. McMillen
David C. Robinson
Leonard F. Leganza
2) Approval of Ernst & Young LLP
as independent auditors: 1,907,905 20,336 461,405
3) Approval of Directors Fee
Program: 1,729,003 306,939 353,704
4) Stockholder Proposal that
Directors consider sale of
the Company: 934,154 1,400,490 55,583
-12-
ITEM 5 OTHER INFORMATION -
- ------- -----------------
None
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
- ------- --------------------------------
None
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.
THE EASTERN COMPANY
(Registrant)
DATE: May 13, 1997 /s/Leonard F. Leganza
------------ ----------------------------
Leonard F. Leganza
President and Chief Executive Officer
DATE: May 13, 1997 /s/Donald E. Whitmore, Jr.
------------ ----------------------------
Donald E. Whitmore, Jr., Executive Vice
President and Chief Financial Officer
-13-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-END> MAR-29-1997
<CASH> 2167776
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<RECEIVABLES> 8624094
<ALLOWANCES> 605000
<INVENTORY> 11475048
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<PP&E> 26450275
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0
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<COMMON> 8791767
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<OTHER-EXPENSES> 2964469
<LOSS-PROVISION> 17500
<INTEREST-EXPENSE> 66307
<INCOME-PRETAX> 972540
<INCOME-TAX> 358117
<INCOME-CONTINUING> 614423
<DISCONTINUED> 0
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<NET-INCOME> 614423
<EPS-PRIMARY> .22
<EPS-DILUTED> .22
</TABLE>
