<PAGE>
UNITED STATES
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 November 30, 1998
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 0-10796
________________________________
VALLEN CORPORATION
(Exact name of registrant as specified in its charter)
Texas 74-1366847
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13333 Northwest Freeway
Houston, Texas 77040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 462-8700
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 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, exclusive of treasury shares, at January 14, 1999:
7,183,805 shares of Common Stock, $.50 Par Value
Page 1 of 11
<PAGE>
PART I
Item 1. Financial Statements
VALLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Thousands of Dollars)
<TABLE>
<CAPTION>
MAY 31, 1998
ASSETS NOVEMBER 30, (DERIVED FROM
1998 AUDITED FINANCIAL
(UNAUDITED) STATEMENTS)
------------ -----------------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 407 $ 1,041
Investment securities, at cost which approximates market 3,000 3,000
Accounts receivable, net 51,025 48,382
Inventories 38,579 42,340
Prepaid expenses and other current assets 4,432 4,211
-------- --------
Total current assets 97,443 98,974
-------- --------
Property, plant and equipment, at cost 38,851 37,825
Less accumulated depreciation and amortization 25,444 24,175
-------- --------
Net property, plant and equipment 13,407 13,650
Notes receivable - affiliate 773 557
Investment in foreign affiliates, net 15,213 13,138
Intangibles, net of accumulated amortization 6,760 6,919
Other 3,481 3,331
-------- --------
$137,077 $136,569
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 723 $ 898
Accounts payable 8,819 14,316
Other accrued liabilities 7,062 5,178
Income taxes payable 1,040 789
-------- --------
Total current liabilities 17,644 21,181
-------- --------
Long-term debt, excluding current maturities 13,629 12,733
Deferred income taxes 1,028 973
Minority interest (193) (133)
Other non-current liabilities 764 945
Shareholders' equity:
Preferred stock $1.00 par value; 1,000,000 shares
authorized and unissued
Common stock $.50 par value; 20,000,000 shares
authorized; 9,758,075 shares issued and 7,185,805
outstanding at November 30, 1998 and 9,758,075 issued
and 7,249,658 outstanding at May 31, 1998 4,879 4,879
Additional paid-in capital 6,621 6,544
Accumulated other comprehensive income (788) (776)
Retained earnings 98,620 94,014
-------- --------
109,332 104,661
Less cost of common shares held in treasury (2,572,270
shares at November 30, 1998 and 2,508,417 shares
at May 31, 1998) 5,127 3,791
-------- --------
Total shareholders' equity 104,205 100,870
-------- --------
$137,077 $136,569
-------- --------
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
Page 2 of 11
<PAGE>
VALLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Thousands of Dollars Except For Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, November 30,
------------------ -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $79,449 $75,138 $152,385 $139,416
Cost of sales 60,449 56,813 115,582 105,315
------- ------- -------- --------
Gross profit 19,000 18,325 36,803 34,101
Selling, general and administrative expenses 16,404 15,229 32,554 29,014
------- ------- -------- --------
Operating income 2,596 3,096 4,249 5,087
Earnings from foreign affiliates, net 1,135 682 2,075 1,341
Interest and dividend income 41 46 114 116
Interest expense (235) (227) (430) (401)
Other income, net 138 109 180 176
------- ------- -------- --------
Earnings before income taxes 3,675 3,706 6,188 6,319
Income taxes 952 1,182 1,582 1,976
------- ------- -------- --------
Net earnings $ 2,723 $ 2,524 $ 4,606 $ 4,343
======= ======= ======== ========
Net earnings per common share - basic $ 0.38 $ 0.35 $ 0.64 $ 0.60
======= ======= ======== ========
Net earnings per common share - diluted $ 0.37 $ 0.34 $ 0.63 $ 0.59
======= ======= ======== ========
Weighted average number of common shares
outstanding - basic 7,194 7,279 7,210 7,281
Weighted average number of common shares
outstanding - diluted 7,285 7,384 7,311 7,372
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
Page 3 of 11
<PAGE>
VALLEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Thousands of Dollars)
<TABLE>
<CAPTION>
SIX MONTHS ENDED NOVEMBER 30, 1998 1997
- ----------------------------------------------------------------------------------------------
OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings $ 4,606 $ 4,343
Adjustments to reconcile net earnings to net cash
Provided by operating activities:
(Gain) loss on disposition of assets 19 (19)
Depreciation and amortization 1,701 1,720
Deferred income taxes 55 (26)
Undistributed earnings from foreign affiliates, net (2,075) (1,341)
Undistributed losses from U.S. affiliate, net 93 67
Undistributed earnings from U.S. partnership, net (426) (64)
Change in minority interest of majority-owned
foreign affiliate (60) -
Change in assets and liabilities, net of
effects from purchase of companies:
Decrease in trading securities - 1,050
(Increase) in accounts receivable, net (2,643) (4,140)
(Increase) decrease in inventory 3,761 (7,825)
(Increase) in notes receivable - (500)
(Increase) in prepaid expenses and
other current assets (221) (327)
Decrease in other assets, net 27 61
Increase (decrease) in accounts payable
and other current liabilities (3,541) 7,909
------- -------
Net cash provided by operating activities 1,296 908
INVESTING ACTIVITIES:
Proceeds from disposition of assets 52 -
Net additions to property, plant and equipment (1,303) (2,757)
Payments for acquisitions - (3,600)
Investments in affiliates (129) (94)
------- -------
Net cash used by investing activities (1,380) (6,451)
FINANCING ACTIVITIES:
Additions to debt 2,842 4,800
Repayments of debt (2,121) (171)
Treasury stock purchases (1,348) -
Employee stock transactions 89 -
Stock option transactions - 113
------- -------
Net cash provided (used) by financing activities (538) 4,742
------- -------
Net (decrease) in cash and cash equivalents (622) (801)
Effect of exchange rate on cash and cash equivalents (12) -
Cash and cash equivalents at beginning of period 1,041 801
------- -------
Cash and cash equivalents at end of period $ 407 $ -
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Interest payments $ 448 $ 345
Income tax payments $ 1,534 $ 2,422
</TABLE>
See accompanying Notes to Consolidated Financial Statements (Unaudited).
Page 4 of 11
<PAGE>
VALLEN CORPORATION AND SUBSIDIARIES
NOTE TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(Thousands of dollars)
Note 1: Basis of Presentation and Significant Accounting Policies
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the Instructions to Quarterly Reports on Form
10-Q required to be filed with the Securities and Exchange Commission and do not
include all information and footnotes required by generally accepted accounting
principles for complete financial statements. However, the information
furnished reflects all adjustments which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods and are of
a normal and recurring nature. The results of operations for the six months
ended November 30, 1998 are not necessarily indicative of the results that will
be realized for the fiscal year ending May 31, 1999. These financial statements
should be read in conjunction with the audited financial statements and notes
thereto included in Vallen Corporation's ("Vallen" or the "Company") Annual
Report on Form 10-K for the fiscal year ended May 31, 1998.
The accounting policies followed by the Company in preparing interim
consolidated condensed financial statements are similar to those described in
the "Notes to Consolidated Financial Statements" in the Company's Form 10-K
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, for the fiscal year ended May 31, 1998. For interim reporting purposes,
provisions for income taxes are recorded on the basis of the estimated annual
effective tax rate. Certain prior year amounts have been reclassified to
conform with present year presentation.
Investments in the common stock of the foreign affiliated companies are
accounted for by the equity method. The excess of cost of the stock of these
affiliates over the Company's share of their net assets at the acquisition date
is being amortized on a straight line basis over 40 years.
Net earnings per share were computed per the requirements of Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS 128"). SFAS
128 requires a dual presentation of basic and diluted earnings per share
("EPS"). Basic EPS was computed by dividing net earnings by the weighted
average number of shares outstanding during the periods. Diluted EPS was
calculated by dividing net earnings by the combination of weighted average
number of shares outstanding and the impact of dilutive potential common shares
outstanding during the period. The net earnings for both basic and diluted EPS
were $2,723 and $2,524 for the three month periods ended November 30, 1998 and
1997, respectively, and were $4,606 and $4,343 for the six month periods ended
November 30, 1998 and 1997, respectively. The weighted average shares
outstanding for the three and six month periods ended November 30, 1998 and 1997
are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic 7,194,000 7,279,000 7,210,000 7,281,000
Restricted stock grant 15,000 0 7,000 0
Incremental shares from exercise of
outstanding stock options 76,000 105,000 94,000 91,000
--------- --------- --------- ---------
Diluted 7,285,000 7,384,000 7,311,000 7,372,000
========= ========= ========= =========
</TABLE>
Page 5 of 11
<PAGE>
Note 2: Inventory costs are summarized as follows:
NOVEMBER 30, 1998 MAY 31, 1998
----------------- ------------
Raw materials $ 2,029 $ 1,897
Work-in-process 937 746
Finished Goods 35,613 39,697
------- -------
Total inventories $38,579 $42,340
======= =======
Note 3: Long-term Debt
During the first quarter of fiscal year 1999, the Company's working capital
facility with a major commercial bank was increased to $13.5 million from $12
million. The increase in size was necessary for additional working capital
needs and a larger letter of credit facility for international transactions. At
November 30, 1998, the Company had drawn $10.8 million under the facility, which
was classified as long-term debt as the facility does not require repayment to
begin until December 1999. Of the $10.8 million borrowed, $4.8 million bore
interest at 6.156%, $5 million bore interest at 6.4375%, and $1 million bore
interest at 5.81%.
Note 4. Comprehensive Income
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income". SFAS No. 130 requires the
presentation of a Comprehensive Income Statement that is to be presented with
other general financial statements. This statement is effective for the
Company's fiscal year end 1999. The following table sets forth the calculation
of comprehensive income for the following periods:
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
1998 1997 1998 1997
---- ---- ---- ----
Net earnings 2,723 2,524 4,606 4,343
Foreign currency translation
gains/losses 5 0 (12) 0
----- ----- ----- -----
Total comprehensive income 2,728 2,524 4,594 4,343
===== ===== ===== =====
Page 6 of 11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
RESULTS OF OPERATIONS (Thousands of Dollars)
THREE MONTHS ENDED NOVEMBER 30, 1998 COMPARED TO THREE MONTHS ENDED
NOVEMBER 30, 1997:
Net sales increased 5.7% to $79,449 and gross profit increased by 3.7% to
$19,000. Gross profit margins for the distribution business increased 4.6 over
last year with help from its service based business that includes training, fire
services and technical support.
Selling, general and administrative expenses increased 7.7%, primarily due
to increased branch location occupancy costs, increased costs of leasing
vehicles and warehouse equipment and the operation of distribution locations
acquired or opened in the past twelve months. Interest expense was slightly
higher in the second quarter of fiscal 1999 compared to the prior year as a
result of higher average borrowed balances offset by lower interest rates.
Other income increased primarily due to equity earnings from non-consolidated
affiliates of $260 for the quarter ending November 30, 1998 compared to $147 in
the prior year quarter.
Earnings from foreign affiliates increased to $1,135 in fiscal year 1999
compared to $682 in the same period of fiscal year 1998, due to increased
earnings from Proveedora, the Company's 50% owned Mexican affiliate, of $642
partially offset by decreased earnings from Century Sales, the Company's 50%
owned Canadian affiliate, of $189. The Mexican affiliate's earnings continue to
be positively impacted by the continuation of its services contract with Pemex.
The Canadian affiliate's earnings have been negatively affected by the downturn
in the energy business in Western Canada, which includes many of its customers.
Net earnings increased 7.9% in the quarter ended November 30, 1998 to
$2,723 ($.37 per diluted common share), compared to $2,524 ($.34 per diluted
common share) in the previous year's second quarter, due primarily to increased
equity earnings from the foreign affiliates.
SIX MONTHS ENDED NOVEMBER 30, 1998 COMPARED TO SIX MONTHS ENDED
NOVEMBER 30, 1997:
Net sales increased 9.3% to $152,385. The increase is primarily due to
increased sales by the distribution business as a result of increased service
based business revenues and the acquisitions of Sheridan Safety, Inc. and
Superior Supply, which occurred in the second quarter of FY 1998. Gross profit
increased by $2,702, or 7.9%. Gross profit margins for the distribution
business increased 7.6% over last year with help from its service based
business. Gross profits for the manufacturing segment were 10% higher than last
year as a result of improved sales that began in the second half of fiscal year
1998 and continued into the first quarter of fiscal year 1999, primarily in the
eye protection product group.
Selling, general and administrative expenses increased 12.2% primarily for
the same reasons as discussed above for the quarter. Interest expense increased
slightly for the same reasons mentioned above for the quarter.
Earnings from foreign affiliates increased to $2,075 for the six months
ended November 30, 1998 versus $1,341 for the six months ended November 30,
1997. The increase of $734 was a result of an increase of $908 for Proveedora
partially offset by a decrease of $174 for Century Sales primarily due to the
same reasons as discussed above for the quarter.
Page 7 of 11
<PAGE>
Net earnings for the six months ended November 30, 1998 increased 6.1% to
$4,606 ($.63 per diluted common share), compared to $4,343 ($.59 per diluted
common share) in the six months ended November 30, 1997, as a result of
increased growth of service business earnings and earnings reported by the
Company's 50% owned affiliate in Mexico, which increased by 100% over the same
period in the previous year.
FINANCIAL CONDITION (Thousands of Dollars)
Cash flows provided by operations for the six months ended November 30,
1998 totaled $1,296, compared to $908 for the six months ended November 30,
1997. The increase in the current period compared to the same period of the
prior year is primarily related to the increase in net earnings during fiscal
year 1999 over fiscal year 1998. During the six months ended November 30, 1998,
the Company purchased 70,600 shares of its Common stock in open market
transactions for $1,348. Since the inception of the stock purchase plan
approved by the Company's Board of Directors in 1997, the Company has purchased
a total of 130,600 shares for $2,543.
The Company's financial position in the first half of fiscal year 1999
remains strong with working capital of $79,799 and a current ratio of 5.5 to 1
compared to working capital of $77,793 and a current ratio of 4.7 to 1 at May
31, 1998. As discussed in Note 3 to the financial statements, the Company's
credit facility with a major commercial bank was increased from $12 million to
$13.5 million. Management believes the Company's liquidity, working capital and
borrowing capacity are sufficient to meet capital expenditure and working
capital needs in the future.
The Company has conducted a comprehensive review of its internal computer
systems and applications to identify those that might be affected by the year
2000 issue and has developed an implementation plan to resolve the year 2000
issue. The Company is in the process of correcting or replacing those systems
and applications which are not currently year 2000 compliant. Conversion of the
Company's business systems has been completed and tested. Those systems are now
year 2000 compliant. Conversion of other internal computer systems is ongoing
with completion expected to occur in June 1999. The Company believes it will be
able to modify or replace the remaining affected systems and applications in
time to avoid any material detrimental impact on its operations.
The Company has incurred internal staff costs as well as consulting and
other expenses related to infrastructure and facilities enhancements necessary
to prepare its systems and applications for the year 2000 issue. Through
November 30, 1998 approximately $200 thousand has been spent for year 2000
corrective and replacement activities. The expense estimate for the remaining
year 2000 corrective and replacement activities ranges from $100 to $200
thousand.
It is anticipated that all year 2000 compliance efforts will be complete by
June 1999, including testing. However, if such modifications and conversions
are not completed in a timely manner, the year 2000 issue may have a material
impact on the operations of the Company. The Company is also working to ensure
that products purchased by Vallen, as well as services utilized by Vallen, will
be year 2000 compliant. However, no assurance can be given that such compliance
will happen.
Vallen has established a year 2000 business resumption planning committee
to evaluate business disruption scenarios, coordinate the establishment of year
2000 contingency plans, and identify and implement preemptive strategies.
Detailed contingency plans for critical business processes will be developed by
April 1999.
Page 8 of 11
<PAGE>
Lion Vallen Partnership income is based upon a U.S. government let contract
to supply clothing to a Department of Defense base. The contract is scheduled
for renewal in March 1999. The partnership, of which 50% is owned by a Vallen
subsidiary, has submitted a proposal for renewal of the contract, however it is
not known whether or not the partnership will be successful in renewing the
contract. In the six months ended November 30, 1998, the Company recognized
equity income of $426 thousand compared to $64 thousand for the same period of
fiscal year 1998.
The information discussed herein includes "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933 as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (The "Exchange Act"). All statements other than statements of
historical facts included herein regarding planned capital expenditures, the
Company's financial position, business strategy and other plans and objectives
for future operations, are forward looking statements. Although the Company
believes that such forward looking statements reasonably reflect expected
outcomes, certain risks and assumptions are involved, and there is no conclusive
evidence that such expectations will ultimately prove correct. Factors which
may come into play which could cause actual results to vary from anticipated
results include acquisition programs involved in expansion strategies, market
competition affecting operating margins, the Company's ability to compete
successfully with other competitors for the same markets (some of whom may be
larger and have greater resources than the Company), ability to obtain products
needed to remain competitive over long periods of time, ability to continue to
produce technically competitive products in its manufacturing segment, possible
exchange rate fluctuations related to affiliates in other countries, and changes
in regulatory requirements in its geographic markets.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Applicable
Page 9 of 11
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal proceedings - None
Item 2. Changes in securities and use of proceeds - None
Item 3. Defaults upon senior securities - None
Item 4. Submission of matters to a vote of security holders
(a) Annual stockholder meeting was held on October 13, 1998.
(b) Directors elected were Leonard J. Bruce, James W. Thompson, Darvin
M. Winick, Robert W. Bruce, John T. Myser and Kirby Attwell.
(c) First item for vote was Proposal no. 1, Election of Directors.
This matter of vote for Leonard J. Bruce, James W. Thompson,
Darvin M. Winick, Robert W. Bruce, John T. Myser and Kirby Attwell
was approved with each nominee receiving 6,374,095 shares voted in
favor, and 549,012 shares withheld from voting.
Second item for vote was Proposal no. 2, Selection of independent
auditors. This matter of vote was approved by 6,848,467 shares in
favor, 70,713 shares against and 3,927 shares abstained.
Third item for vote was Proposal no. 3, Amendment to the 1985
Stock Option Plan to increase the number of shares available for
issuance by 400,000. This matter of vote was approved by
5,069,813 shares in favor, 638,658 shares against and 806,445
shares abstained.
Item 5. Other information - None
Item 6. (a) Exhibits:
3i. Restated Articles of Incorporation as amended. Incorporated
by reference is Exhibit 3a to the Company's Form 10-K, as
filed with the Securities and Exchange Commission on August
17, 1990.
3ii. Bylaws of the Company, as amended, through June 23, 1994.
Incorporated by reference is Exhibit 3ii to the Company's
Form 10-Q, as filed with the Securities and Exchange
Commission on January 16, 1996.
10-1 First Amendment to Employment Agreement between the Company
and James W. Thompson effective as of September 10, 1998.
Incorporated by reference is Exhibit 10-1 to the Company's
Form 10-Q, as filed with the Securities and Exchange
Commission on October 9, 1998.
10-2 Restricted Stock Grant Agreement between the Company and
James W. Thompson effective as of September 10, 1998.
Incorporated by reference is Exhibit 10-2 to the Company's
Form 10-Q, as filed with the Securities and Exchange
Commission on October 9, 1998.
27 - Financial Data Schedule, attached hereto.
(b) Form 8-K - None
Page 10 of 11
<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 thereto duly authorized.
VALLEN CORPORATION
---------------------------------
Registrant
January 14, 1999 /s/ James W. Thompson
- --------------------------- ---------------------------------
Date James W. Thompson
President
January 14, 1999 /s/ Leighton J. Stephenson
- --------------------------- ---------------------------------
Date Leighton J. Stephenson
Vice President - Finance,
Secretary and Treasurer
Page 11 of 11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10Q AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> MAY-31-1999 MAY-31-1999
<PERIOD-START> SEP-01-1998 JUN-01-1998
<PERIOD-END> NOV-30-1998 NOV-30-1998
<CASH> 0 407
<SECURITIES> 0 3,000
<RECEIVABLES> 0 51,552
<ALLOWANCES> 0 527
<INVENTORY> 0 38,579
<CURRENT-ASSETS> 0 97,443
<PP&E> 0 38,851
<DEPRECIATION> 0 25,444
<TOTAL-ASSETS> 0 137,077
<CURRENT-LIABILITIES> 0 17,644
<BONDS> 0 0
0 0
0 0
<COMMON> 0 4,879
<OTHER-SE> 0 99,326
<TOTAL-LIABILITY-AND-EQUITY> 0 137,077
<SALES> 79,449 152,385
<TOTAL-REVENUES> 79,449 152,385
<CGS> 60,449 115,582
<TOTAL-COSTS> 60,449 115,582
<OTHER-EXPENSES> 16,404 32,554
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 235 430
<INCOME-PRETAX> 3,675 6,188
<INCOME-TAX> 952 1,582
<INCOME-CONTINUING> 2,723 4,606
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,723 4,606
<EPS-PRIMARY> 0.38 0.64
<EPS-DILUTED> 0.37 0.63
</TABLE>
