<TABLE>
PART 1 - FINANCIAL INFORMATION
Item 1 - Financial Statements
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Amounts in thousands, except per share information)
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
<CAPTION>
<S> <C> <C> <C> <C>
Net sales $ 8,841 $9,012 $18,320 $17,638
Cost of sales 4,176 4,080 8,318 7,925
------- ------ ------- -------
Gross profit 4,665 4,932 10,002 9,713
Selling, general and
administrative
expenses 3,248 3,620 7,054 6,991
Research and
development expenses 397 517 887 1,055
Research revenues - (40) - (40)
------- ------ ------- -------
Operating profit 1,020 835 2,061 1,707
Interest expense, net 464 508 939 995
Other expense - 174 - 165
------- ------ ------- -------
Income before
provision for
income taxes 556 153 1,122 547
Provision for
income taxes 200 68 404 186
------- ------ ------- -------
Net income $ 356 $ 85 $ 718 $ 361
======= ====== ======= =======
Net income per
common and common
equivalent share: $ .04 $ .01 $ .08 $ .04
======= ====== ======= ========
Average number of
common and common
equivalent shares 9,463 9,697 9,534 9,663
======= ====== ======= =======
The accompanying notes are an integral part
of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands)
June 30, December 31,
ASSETS 1997 1996
<CAPTION>
<S> <C> <C>
Current assets:
Cash and equivalents $ 278 $ 317
Accounts receivable, less allowance
for doubtful accounts of $303 and
$238, respectively 8,438 8,709
Receivable due under supply agreement - 1,000
Inventories 10,552 9,357
Prepaid expenses and other current
assets 935 1,217
------- -------
Total current assets 20,203 20,600
------- -------
Notes receivable, less current
maturities 106 162
------- -------
Property, plant and equipment - at cost:
Land 625 625
Buildings 9,506 9,382
Machinery and equipment 9,438 9,241
------- -------
19,569 19,248
Less accumulated depreciation (9,621) (9,121)
------- -------
9,948 10,127
------- -------
Deferred income taxes 2,776 3,159
Other assets 714 746
------- -------
$33,747 $34,794
======= =======
Continued
The accompanying notes are an integral part
of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS, Continued
(Unaudited)
(Amounts in thousands, except share information)
June 30, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1997 1996
<CAPTION>
<S> <C> <C>
Current liabilities:
Note payable to bank $ 9,074 $ 9,642
Current maturities of long-term debt 3,444 3,443
Accounts payable 3,263 2,665
Accrued payroll 296 470
Other accrued expenses 656 675
Income taxes payable - 38
------- -------
Total current liabilities 16,733 16,933
------- -------
Long-term debt, less current maturities 5,171 6,893
------- -------
Deferred income from royalty contract 1,000 1,000
------- -------
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value; 30,000,000
shares authorized; 9,587,681 and
9,572,681 shares issued in 1997 and
1996, respectively 96 96
Stock subscribed - 175
Additional paid-in capital 18,839 19,115
Deficit (6,067) (6,786)
------- -------
12,868 12,600
Less treasury stock; 117,225 and 164,082
shares, at cost, in 1997 and 1996,
respectively (1,906) (2,518)
Stockholders' notes receivable (119) (114)
------- -------
Total stockholders' equity 10,843 9,968
------- -------
$33,747 $34,794
======= =======
The accompanying notes are an integral part
of the consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
IGI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Six months ended June 30,
1997 1996
<CAPTION>
<S> <C> <C>
Cash flows from operating activities:
Net income $ 718 $ 361
Reconciliation of net income to net cash
provided by operating activities:
Depreciation and amortization 565 515
Provision for loss on accounts
receivable and inventories 189 60
Issuance of stock to 401(k) plan 40 28
Stock option compensation expense 47 -
Stock subscribed - 175
Change in deferred income taxes 383 -
Changes in operating assets and liabilities:
Accounts receivable 162 (186)
Receivable due under royalty agreement 1,000 -
Inventories (1,275) 50
Prepaid and other assets 282 (478)
Accounts payable and accrued expenses 416 (54)
Income taxes (refundable) payable (38) 157
----- -----
Net cash provided by operating activities 2,489 628
----- -----
Cash flows from investing activities:
Capital expenditures (321) (481)
Decrease in notes receivable from officer - 102
Increase (decrease) in other assets 23 (604)
----- -----
Net cash used by investing activities (298) (983)
----- -----
Cash flows from financing activities:
Net repayments under line of credit
agreement (568) (198)
Payments of long-term debt (1721) (8)
Proceeds from exercise of common stock options 59 518
----- -----
Net cash (used) provided by financing
activities (2,230) 312
----- -----
Net decrease in cash and equivalents (39) (43)
Cash and equivalents at beginning of year 317 169
----- -----
Cash and equivalents at June 30, 1997 and 1996 $ 278 $ 126
===== =====
The accompanying notes are an integral part
of the consolidated financial statements.
</TABLE>
<PAGE>
IGI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
---------------------
The accompanying consolidated financial statements have been prepared by
IGI, Inc. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission, and reflect all adjustments which, in the
opinion of management, are necessary for a fair statement of the results for
the interim periods presented. All such adjustments are of a normal recurring
nature.
Certain information in footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles has been condensed or omitted pursuant to such rules
and regulations, although the Company believes the disclosures are adequate
to make the information presented not misleading. These financial statements
should be read in conjunction with the financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
2. Net Income Per Common Share
---------------------------
Net income per share of common stock is computed by dividing net income
by the weighted average number of shares of common stock and common stock
equivalents, if dilutive, outstanding during the three-and six-month periods
ended June 30, 1997 and 1996. Common stock equivalents include shares
issuable upon the exercise of dilutive common stock options. Fully diluted
earnings per share approximate primary earnings per share.
3. Inventories
-----------
Inventories are valued at the lower of cost or market using the last-in,
first-out (LIFO) method and consist of the following: (Amounts in thousands)
<TABLE>
June 30, 1997 December 31, 1996
------------- -----------------
<CAPTION>
<S> <C> <C>
Finished Goods $ 3,500 $3,570
Work-in-process 3,557 2,975
Raw Materials 3,495 2,812
------- ------
Total $10,552 $9,357
======= ======
</TABLE>
Inventory values computed under the first-in, first-out (FIFO) method
approximate the values determined using LIFO.
<PAGE>
IGI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, continued
4. Business Segments
-----------------
Summary operating results for the Company's Animal Health and Consumer
Products segments for the three-and six-month periods ended June 30, 1997 and
1996 appear below:
(amounts in thousands)
<TABLE>
Three months ended Six months ended
June 30, June 30,
------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
<CAPTION>
<S> <C> <C> <C> <C>
Net Sales:
Animal Health $ 7,669 $ 8,066 $15,874 $16,076
Consumer Products 1,172 946 2,446 1,562
------ ------ ------- -------
Total $ 8,841 $ 9,012 $18,320 $17,638
====== ====== ======= =======
Gross Profit:
Animal Health $ 4,088 $ 4,275 $ 8,691 $ 8,520
Consumer Products 577 657 1,311 1,193
------ ------ ------- -------
Total $ 4,665 $ 4,932 $10,002 $ 9,713
====== ====== ======= =======
Operating Profit (loss):
Animal Health $ 1,798 $ 1,916 $ 3,855 $ 3,876
Consumer Products 147 (130) 207 (409)
Corporate (925) (951) (2,001) (1,760)
------ ------ ------- -------
Total $ 1,020 $ 835 $ 2,061 $ 1,707
====== ====== ======= =======
</TABLE>
<PAGE>
IGI, INC. AND SUBSIDIARIES
ITEM 2- MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- - ---------------------
Three months ended June 30, 1997 Compared to June 30, 1996
- - ----------------------------------------------------------
The Company had net income of $356,000, or $.04 per share, for the
quarter ended June 30, 1997, an increase of $271,000, or 320%, over the
second quarter of 1996. This increase was attributable to lower expenses and
improved performance by the Company's Consumer Products segment, which had an
operating profit of $147,000 before corporate expenses in 1997 compared with
an operating loss of $130,000 in 1996. The improved profitability of the
Consumer Products segment was primarily the result of increased product sales
and a reduction in selling and marketing costs related to the Nova Skin Care
product line, which in 1997 is being marketed by Glaxo Wellcome ("Glaxo")
under a license and supply agreement.
Sales for the quarter decreased by $171,000, or 2%, despite an increase
of $222,000, or 23%, in Consumer Products sales. Sales for the Animal Health
Products segment decreased by $393,000, or 5%. Sales of poultry vaccines in
1997 were $790,000 less than 1996 sales, as a result of United States
Department of Agriculture ("USDA") regulatory action which prevented the
shipment of approximately $850,000 of poultry vaccines in June 1997. This
action had originally affected 36 of the Company's USDA-licensed vaccines.
The USDA has notified the Company that it has accepted the Company's compliance
program revisions and is amending the stop shipment order for these products.
The Company expects to ship the products that had been withheld by the USDA
during the quarter ending September 30, 1997. The Company is to provide
documents under subpoena by the USDA Office of the Inspector General for ten
vaccine production serials that were represented to have been destroyed under
standard procedures for disposal of outdated or ineffective products but were
not totally destroyed at the time. The decrease in sales of poultry vaccines
was partially offset by an increase of $397,000 in sales of the Company's
companion pet products.
Gross profit declined $267,000, or 5%, due to the lower sales volume. As a
percentage of sales, gross profit was 53% in 1997 compared to 55% in 1996 due to
product sales to Glaxo Wellcome which are made at cost.
Selling, general and administrative expenses declined $372,000, or 10% from the
comparable 1996 period. As a percentage of sales, these expenses were 37% in
1997 compared with 40% in 1996. The principal reason for the decrease was the
license and supply agreement with Glaxo, which enabled the Company to reduce
its workforce related to the Nova Skin Care Product line.
Research and development expenses decreased $120,000, or 23%, as the Company
curtailed certain development projects. The Company does not intend to
reinstate these research projects without industry partners that will fund such
research efforts.
Net interest expense decreased $44,000 due to reduced borrowings.
Other expenses in 1996 represented a charge related to the settlement of
litigation.
<PAGE>
IGI, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Six Months ended June 30, 1997 Compared to June 30, 1996
- - --------------------------------------------------------
The Company had net income of $718,000, an increase of $357,000, or 99%, over
the first six months of 1996. This increase was primarily due to the operations
of the Company's Consumer Products segment, which had an operating profit of
$207,000, before corporate expenses, in 1997 compared to an operating loss of
$409,000 in 1996. The improved profitability of the Consumer Products segment
was primarily due to the increased product sales and reduced selling and
marketing expenses related to the Nova Skin Care product line, which is being
marketed by Glaxo under a license and supply agreement.
Sales increased $682,000, or 4%, over the first six months of 1996. Sales of
cosmetics and consumer products were $2,446,000, an increase of $884,000, or
57%, over 1996. This increase was due principally to revenues from Glaxo,
which is marketing the Company's former Nova Skin Care product line. Sales of
Animal Health products decreased by $202,000, or 1%, compared with 1996. This
reflects a decrease of $973,000 in sales of poultry vaccines and an increase of
$771,000 in sales of companion products. The decrease in poultry vaccine sales
was attributable to a USDA regulatory action which prevented June 1997 shipment
of approxiamtely $850,000 of poultry vaccines. This action had originally
affected 36 of the Company's 80 USDA-licensed vaccines. The USDA has notified
the Company that it has accepted the Company's compliance program revisions and
is amending the stop shipment order for these products. The Company expects to
ship the products that had been withheld during the quarter ending September 30,
1997. The Company is to provide documents under subpoena by the USDA Office of
the Inspector General for ten vaccine production serials that were represented
to have been destroyed under standard procedures for disposal of outdated or
ineffective products but were not totally destroyed at the time.
Gross profit increased $289,000, or 3%, due principally to the higher sales
volume. As a percentage of sales, gross profit was 55% in both 1997 and 1996.
Selling, general and administrative expenses increased by $63,000, or 1%. As
a percentage of sales, these expenses were 39% compared to 40% in 1996. During
the first six months of 1996, the Company's administrative expenses were reduced
by a $210,000 charge to a former subsidiary under the terms of a transitional
services agreement which expired on June 30, 1996. During the first quarter of
1997, the Company reduced its work force related to the Nova Skin Care product
line.
Research and development expenses decreased $168,000, or 16%. The Company has
curtailed certain development projects and such projects will not be
re-commenced unless the Company enters into collaborative agreements with
industry partners under which the partner will fund such research efforts.
Net interest expenses decreased by $56,000, or 6% due to reduced borrowings.
<PAGE>
IGI, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- - -------------------------------
The Company's operating activities provided cash of $2,489,000 during the
first six months of 1997. The principal sources of this cash were the receipt
of $1,000,000 from Glaxo Wellcome under a license and supply agreement and net
income $718,000. The Company used $298,000 for investing activities,
principally capital expenditures. The Company repaid $2,289,000 of bank debt
with the cash generated by its operations. The accounts receivable turnover
ratio was 4.27 for the first six months of 1997 compared to 4.09 for the year
ended December 31, 1996. Balances due from customers in Mexico and Latin
America were 24% of total accounts receivable at June 30, 1997 compared to 28%
at December 31, 1996. The inventory turnover ratio for the first half of 1997
was 1.67 compared to 1.75 for the year ended December 31, 1996.
The Company was in violation of a covenant in its bank credit agreement as of
June 30, 1997. The banks have waived such default as of June 30, 1997. At
August 8, 1997, the Company had $1,710,000 of available borrowing capacity under
its $10 million working capital line of credit and no borrowings available under
the revolving credit facility. The Company has quarterly maturities of $857,000
payable under the revolving credit facility. The Company believes that cash
generated from operating activities as well as available borrowings under its
working capital line of credit facility will be sufficient to meet these
obligations. However, over the longer term, the Company will require
additional funds for its business. No assurance can be given that the Company
will be successful in obtaining the required funds, and, if not, the Company
may be required to cut back on certain of its operations or otherwise modify
its business strategy.
This report contains forward-looking statements relating to (i) the
amendment by the USDA of its stop shipment order for 36 of the Company's
USDA-licensed poultry vaccines and (ii) the expected shipment of such poultry
vaccines during the third quarter of 1997, and such statements involve a
number of risks and uncertainties. Among the important factors that could
cause actual results to differ materially from those indicated by such
forward-looking statements are delays by the USDA in releasing its stop shipment
order, further inquiries or investigations on the part of the USDA, the
inability of the Company to sell off its inventory of poultry vaccines,
competitive pressures, general economic conditions and the risk factors
detailed from time to time in IGI's periodic reports and registration
statements filed with the Securities and Exchange Commission, including without
limitation IGI's Annual Report on Form 10-K for the fiscal year ended December
31, 1996.
<PAGE>
IGI, INC. AND SUBSIDIARIES
Part II OTHER INFORMATION
Item 1 - Legal Proceedings
- - --------------------------
There were no material developments in the litigation previously
described in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.The Company has received a subpoena from the United States
Department of Agriculture Office of the Inspector General to provide
documents for certain vaccine production serials. The discussion in
"Management's Discussion and Analysis of Financial Conditions and Results of
Operations-Results of Operations" is incorporated herein by reference.
Item 2 - Changes in Securities
- - ------------------------------
The constituent instruments defining the rights of the holders of any
class of securities were not modified nor were the rights evidenced by any
class of registered securities materially limited or qualified during the
period covered by this report.
Item 3 - Defaults Upon Senior Securities
- - ----------------------------------------
The Company was in violation of a covenant in its bank credit agreement
as of June 30, 1997. The banks have waived such default as of June 30, 1997.
The discussion in "Management's Discussion and Analysis of Financial
Conditions and Results of Operations-Liquidity and Capital Resources" is
incorporated herein by reference.
Item 4 - Submission of Matters to a Vote of Security Holders
- - ------------------------------------------------------------
At the Company's Annual Meeting of Stockholders held on May 13, 1997,
the following proposals were adopted by the vote specified below:
Proposal For Withheld Authority
-------- --- ------------------
1. Election of Directors:
Terrence D. Daniels 5,935,526 1,978,998
John P. Gallo 5,929,711 1,984,538
Edward B. Hager, M.D. 5,929,611 1,984,638
Jane E. Hager 5,929,086 1,985,163
Constantine L. Hampers, M.D. 5,935,551 1,978,698
Terrence O'Donnell 5,935,526 1,978,723
Paul D. Pagnucci 5,931,151 1,983,098
David G. Pinosky, M.D. 5,937,326 1,976,923
2. To approve an amendment to the Company's 1991 Stock Option Plan increasing
the number of shares of Common Stock authorized for issuance from
1,900,000 to 2,600,000.
Number of Shares:
-----------------
For 2,673,670
Against 2,376,631
Abstain 17,913
<PAGE>
IGI, INC. AND SUBSIDIARIES
Part II OTHER INFORMATION, continued
3. Ratification of Coopers & Lybrand L.L.P. as independent auditors for the
1997 fiscal year.
Number of Shares:
-----------------
For 6,947,688
Against 956,603
Abstain 9,608
Item 5 - Other Information
- - --------------------------
None
Item 6 - Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) Exhibits:
---------
Exhibit 10 - Amendment No. 3 to the Company's 1991 Stock Option Plan
Exhibit 11 - Computation of Net Income Per Common Share
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
<PAGE>
IGI, INC. AND SUBSIDIARIES
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.
IGI, INC.
(Registrant)
Date: August 14, 1997 By: /s/ Lawrence R. Hoffman
------------------------
Lawrence R. Hoffman
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit 10 - Amendment No. 3 to the Company's 1991 Stock Option Plan
Exhibit 11 - Computation of Net Income Per Common Share
Exhibit 27 - Financial Data Schedule
EXHIBIT 10
IGI, INC.
AMENDMENT NO. 3
IGI, INC. 1991 STOCK OPTION PLAN
The IGI, Inc. 1991 Stock Option Plan, as amended (the "Plan"), is hereby
amended as set forth below:
1. Section 2 of the Plan is hereby amended by deleting the first sentence
thereof and substituting the following therefor:
"Subject to the adjustment provided in Section 9, the aggregate
number of shares of Common Stock of IGI which may be issued and
sold pursuant to options granted under the Plan shall not exceed
2,600,000 shares of Common Stock, which may be either authorized
but unissued shares or treasury shares."
2. Section 3 of the Plan is hereby amended by deleting the second sentence
thereof.
3. The first paragraph of Section 4 of the Plan is hereby amended by
deleting the first sentence thereof and substituting the following
therefor:
"Options to purchase shares of Common Stock under the Plan may be
granted to key employees(including officers and directors who are
employees) of the Company and consultants and advisors to the
Company and, in accordance with the formula provisions set forth in
Section 4 of the Plan, shall be granted to Eligible Directors (as
defined below)."
4. The fourth paragraph of Section 4 of the Plan is hereby amended by
deleting the first sentence thereof and substituting the following
therefor:
"Except as the Committee may otherwise determine or provide in an
Option Grant, options shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the optionee, either voluntarily
or by operation of law, except by will or the laws of descent and
distribution."
5. The fifth paragraph of Section 4 of the Plan is hereby deleted in its
entirety and replaced by the following:
" 'Eligible Directors' shall mean directors who are directors on
the date of grant (and, if applicable, on the date of amendment
of a grant), who are not employees of the Company."
6. The last sentence of the penultimate paragraph of Section 4 of the Plan is
hereby deleted in its entirety and replaced by the following:
"In addition to the foregoing, each Eligible Director shall be
granted a non-qualified option to purchase 10,000 shares of Common
Stock on the last business day of each of calendar 1994, 1995,
1996, 1997, 1998 and 1999; provided, however, that he or she is
then an Eligible Director on such date."
7. The word "Act" in the second sentence of Section 11 of the Plan is
hereby amended to read "Securities Exchange Act of 1934, as amended,".
8. In all other respects, the Plan shall remain in full force and effect.
Adopted by the
Board of Directors
on March 19, 1997
Approved by the
Stockholders on
May 13, 1997
<TABLE>
EXHIBIT 11
IGI, INC. AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER COMMON SHARE (Unaudited)
(thousands, except per share information)
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<CAPTION>
<S> <C> <C> <C> <C>
Net income for primary
earnings per share $ 356 $ 85 $ 718 $ 361
Weighed average shares
outstanding 9,453 9,302 9,422 9,284
Common stock equivalents
(net ofcommon stock
deemed reacquired)based
on average market price 10 395 92 379
----- ----- ----- -----
Total equivalent shares
for primary computation 9,463 9,697 9,534 9,663
===== ===== ===== =====
Per Share Amounts:
Primary:
Net income $ .04 $ .01 $ .08 $ .04
===== ====== ===== ======
Fully diluted earnings per share have been omitted as they approximate primary
earnings per share.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT 27
IGI, INC. AND SUBSIDIARIES
FINANCIAL DATA SCHEDULE
(Unaudited)
This Schedule contains summary financial information extracted from the June 30,
1997 Consolidated Financial Statements and is qualified in its entirety by
reference to such financial statements.
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-97
<PERIOD-END> JUN-30-97
<CASH> 278
<SECURITIES> 0
<RECEIVABLES> 8,438
<ALLOWANCES> 303
<INVENTORY> 10,552
<CURRENT-ASSETS> 20,203
<PP&E> 19,569
<DEPRECIATION> 9,621
<TOTAL-ASSETS> 33,747
<CURRENT-LIABILITIES> 16,733
<BONDS> 0
<COMMON> 96
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 33,747
<SALES> 18,320
<TOTAL-REVENUES> 18,320
<CGS> 8,318
<TOTAL-COSTS> 7,941
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 939
<INCOME-PRETAX> 1,122
<INCOME-TAX> 404
<INCOME-CONTINUING> 718
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 718
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
