SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
[x] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934.
For the Period ended December 31, 1998.
OR
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934.
Commission File Number: 0-13143
INNOVEX, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1223933
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
530 Eleventh Avenue South, Hopkins, Minnesota 55343-9904
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612) 938-4155
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
As of February 8, 1999, 14,793,204 shares of the registrant's common stock, $.04
par value per share, were outstanding.
Exhibit Index, page 12
<PAGE>
PART 1: ITEM 1 FINANCIAL INFORMATION
INNOVEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, September 30,
1998 1998
ASSETS (Unaudited) (Audited)
- ------ ------------ ------------
<S> <C> <C>
Current assets:
Cash and equivalents $ 20,114,508 $ 17,021,264
Short-term investments 36,769,000 40,434,000
Accounts receivable, less allowance for
doubtful accounts of $207,000 and $213,000 13,224,137 10,521,518
Inventories 6,541,161 5,717,330
Income taxes receivable - 938,447
Other current assets 4,914,507 4,686,504
------------ ------------
Total current assets 81,563,313 79,319,063
Property, plant and equipment, net of accumulated depreciation
of $17,479,000 and $15,817,000 28,903,773 28,501,443
Intangible and other assets, net of amortization of $2,324,141
and $2,236,000 1,844,945 1,831,343
------------ ------------
$112,312,031 $109,651,849
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current maturities of long-term debt $ 83,000 $ 83,000
Accounts payable 3,605,814 3,688,148
Accrued compensation 1,207,640 1,604,845
Income taxes payable 264,553 -
Other accrued liabilities 1,274,340 875,140
------------ ------------
Total current liabilities 6,435,347 6,251,133
Long-term debt, less current maturities 734,545 755,024
Deferred income taxes 227,632 227,632
Stockholders' equity:
Common stock, $.04 par value; 30,000,000 shares authorized,
14,781,504 and 14,779,604 shares issued and outstanding 591,260 591,184
Capital in excess of par value 15,751,240 15,732,350
Retained earnings 88,572,007 86,094,526
------------ ------------
Total stockholders' equity 104,914,507 102,418,060
------------ ------------
$112,312,031 $109,651,849
============ ============
</TABLE>
See accompanying notes.
Page 2 of 13
<PAGE>
INNOVEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended December 31,
1998 1997
---- ----
<S> <C> <C>
Net sales $ 22,027,861 $ 33,008,635
Costs and expenses:
Cost of sales 14,951,328 19,901,993
Selling, general and administrative 2,423,189 1,921,784
Engineering 921,506 1,266,441
Net interest and other (income) expense (465,929) (460,747)
------------ ------------
Income before taxes 4,197,767 10,379,164
Provision for income taxes 1,203,000 3,105,000
------------ ------------
Net income $ 2,994,767 $ 7,274,164
============ ============
Net income per share:
Basic $ 0.20 $ 0.50
============ ============
Diluted $ 0.20 $ 0.48
============ ============
Weighted average shares outstanding:
Basic 14,780,474 14,634,617
============ ============
Diluted 15,062,102 15,187,201
============ ============
</TABLE>
See accompanying notes.
Page 3 of 13
<PAGE>
INNOVEX, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended December 31,
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,994,767 $ 7,274,164
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,784,929 1,514,187
Other non-cash charges (credits) - 9,914
Changes in operating assets and liabilities:
Accounts receivable (2,702,619) 4,715,815
Inventories (823,831) (729,003)
Other current assets (228,003) 501,540
Accounts payable (82,334) 420,395
Other liabilities 1,995 (1,260,120)
Income taxes payable 1,203,000 3,105,857
------------ ------------
Net cash provided by (used in) operating activities 2,147,904 15,552,749
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (2,235,383) (7,030,947)
Proceeds from sale of assets 34,522 5,171
Purchase of held-to-maturity securities (5,160,000) (8,440,000)
Maturities of held-to-maturity securities 8,825,000 6,850,000
------------ ------------
Net cash provided by (used in) investing activities 1,464,139 (8,615,776)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (20,479) (28,312)
Proceeds from exercise of stock options 18,966 144,027
Dividends paid (517,286) (439,095)
------------ ------------
Net cash provided by (used in) financing activities (518,799) (323,380)
Increase (decrease) in cash and equivalents 3,093,244 6,613,593
Cash and equivalents at beginning of year 17,021,264 9,442,620
------------ ------------
Cash and equivalents at end of period $ 20,114,508 $ 16,056,213
============ ============
SUPPLEMENTAL DISCLOSURES:
The Company considers all highly liquid investments with a maturity date of
three months or less when purchased to be "cash equivalents."
Cash paid for interest was $15,000 and $18,000 in 1998 and 1997.
Income tax payments were $-0- and $116,000 in 1998 and 1997.
</TABLE>
See accompanying notes.
Page 4 of 13
<PAGE>
INNOVEX INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions on Form 10-Q and do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statements. The unaudited condensed
consolidated financial statements include the accounts of Innovex, Inc. and its
subsidiaries (the "Company") after elimination of all significant intercompany
transactions and accounts. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) necessary for a fair presentation
of operating results have been made. Operating results for interim periods are
not necessarily indicative of results that may be expected for the year as a
whole. The Company utilizes a fiscal year that ends on the Saturday nearest to
September 30. For clarity of presentation, the Company has described all periods
as if they end at the end of the calendar quarter. The fiscal quarter ended
December 31, 1998 included 13 weeks of operations while the quarter ended
December 31, 1997 included 14 weeks. For further information, refer to the
consolidated financial statements and footnotes included in the registrant's
annual report on Form 10-K for the year ended September 30, 1998.
NOTE 2 - EARNINGS PER SHARE
The Company's basic net income per share is computed by dividing net income by
the weighted average number of outstanding common shares. The Company's diluted
net income per share is computed by dividing net income by the weighted average
number of outstanding common shares and common share equivalents relating to
stock options when dilutive. Options to purchase 191,050 shares of common stock
with a weighted average exercise price of $26.33 were outstanding during the
three month period ending December 31, 1998, but were excluded from the
computation of common share equivalents because they were not dilutive. Options
to purchase 222,250 shares of common stock with a weighted average exercise
price of $29.00 were outstanding during the first quarter of fiscal 1998, but
were excluded from the computation of common share equivalents because they were
not dilutive.
NOTE 3 - SUBSEQUENT EVENT
On January 19, 1999, the Company reached a settlement with Mary Curtin under
which the parties released one another from any and all claims and causes of
action which they held or may have held against one another arising out of or
relating to Ms. Curtin's relationships with the Company as an employee and
director. The Company disclosed Ms. Curtin's threatened claims in Item 3 of the
Company's September 30, 1998 Form 10-K. Ms. Curtin is a former executive vice
president and director of the Company and the spouse of Thomas Haley, the
Company's Chairman and Chief Executive Officer. In connection with the
settlement, the Company agreed to pay Ms. Curtin total cash consideration of
$750,000 upon the expiration of statutory rescission periods. On February 4,
1999, the Company paid $500,000 in cash to Ms. Curtin and Mr. Haley transferred
15,000 shares of Innovex common stock to Ms. Curtin. This cash payment and stock
transfer, together, completely satisfied the Company's financial obligations
under the settlement agreement. The Company has incurred legal and other
expenses of approximately $150,000 related to this settlement.
Page 5 of 13
<PAGE>
PART I: ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THE COMPANY
Prior to July 28, 1998, Innovex Inc. and its subsidiaries (the "Company")
operated through three divisions, Precision Products (Precision), Litchfield
Precision Components (LPC) and Iconovex. Each division had its own
administrative, engineering, manufacturing and marketing organizations. During
the quarter ending September 30, 1998, the Company combined the operations of
its two core operating divisions, Precision and LPC into one operating division,
Innovex Precision Components. The combination merged the rapidly growing LPC
flexible circuit fabrication and chemical etching operations with Precision's
high volume fine wire manufacturing expertise. The combination also allows
Innovex to leverage Precision's disk drive industry market and trade knowledge
to disk drive industry flexible circuit applications as the industry transitions
from wire interconnects.
Prior to the divisional combination, the largest division, Precision Products,
developed, engineered and manufactured specialty precision electromagnetic
products for original equipment manufacturers ("OEM's"). Lead wire assemblies
for the thin film disk drive market were the Division's primary product. Lead
wire assemblies are fine twisted magnet wires that connect the back end
electronics of a disk drive with the inductive or magneto resistive thin film
heads that read and write information on the disk.
The Litchfield Precision Components Division, prior to the divisional
combination, designed and manufactured highly complex flexible circuitry and
chemically machined components, primarily for the computer and medical
industries. The Company purchased Litchfield Precision Components, Inc. on May
16, 1996. This acquisition reduced the Company's reliance on the disk drive
industry while providing an entry into the large and rapidly growing flexible
circuit market. A large portion of this growth is expected to be providing the
highly intricate flexible circuits required in chip packaging applications. LPC
is one of a limited number of operations in the world able to produce flexible
circuits with line and spacing tolerances of less than 2 mils for these
applications.
The Iconovex Division was established in fiscal 1994 to market and further
develop a technologically advanced software product purchased in November 1993.
The core software utilizes syntactical analysis to recognize meanings and
relationships among words and phrases in order to prepare indexes and abstracts
of electronically stored information. Syntactical analysis is more accurate than
conventional Boolean search systems that only recognize specific words. In
October 1997, Iconovex became the 51% owner of a joint venture with Solutions
Corporation of America. The joint venture, Smart Solution, is targeting the
corporate intranet market by providing a product to organize, analyze, screen
and index email and to eventually perform the same function for corporate
databases.
On June 1, 1998 the Company sold the assets of its InnoMedica Division. This
division, which produced an immaterial portion of the Company's revenue,
provided contract development and manufacturing services primarily to the
medical device industry as well as pacing/defibrillation leads and adapters for
the implantable bradycardia and tachacardia industry.
RESULTS OF OPERATIONS
NET SALES
The Company's net sales from operations totaled $22,028,000 for the quarter,
down 33% from $33,009,000 reported in fiscal 1998. The decrease was due to disk
drive industry softness that began in the September 30, 1997 quarter. This
softness, which had a significant impact on fiscal 1998, began to improve in the
December 1998 quarter as revenue was up over 23% from the September 1998
quarter. The disk drive industry inventory levels appear more in line with
current requirements after adjusting for the computer industry adoption of a
build to order business model and inventory reductions.
Page 6 of 13
<PAGE>
Flexible circuit sales continue to increase as a proportion of total sales,
providing over 45% of the Company's revenue for the quarter compared to 25% for
fiscal 1998. Over 80% of the Company's total revenue continues to be from disk
drive industry interconnects. An increasing portion of the Company's sales will
come from the sale of high-end flexible circuits. The market for high end
flexible circuits is increasing due to new semiconductor packaging substrate
applications and due to the disk drive industry transitioning from wire
interconnects to integrated interconnect products. These products include the
Company's Head Interconnect Flex (HIF), Flex Suspensions Assembly(FSA) and
Bridge Flex. The magnitude of the increase in sales will depend on the timing
and acceptance of the Company's new FSA and semiconductor packaging flexible
circuit substrate products.
GROSS MARGINS
The Company's gross profit as a percent of sales for the quarter decreased to
32%, from the 40% reported for the same period last year. The gross margin
percent decreased primarily due to lower shipments of lead wire assemblies that
reduced the leverage of the fixed overhead costs related to their production.
Gross margins have improved as compared to the 26% reported in the prior quarter
due to increased shipments of flexible circuits from the high volume flexible
circuit manufacturing facility. Gross margins for the remainder of fiscal 1999
should benefit from expected increases in the demand for high end flexible
circuits although these benefits may be partially offset by costs related to the
phase down of the wire portion of the business.
OPERATING EXPENSES
Operating expenses were 15.2% of sales for the current quarter, as compared to
9.7% in the prior year's first quarter. The increase in operating expenses as a
percent of sales for the current year is primarily due to the decrease in
revenue and an increase in marketing, professional and legal expenses. Total
operating expenses also increased due to an increase in marketing, professional
and legal expenses. The level of operating expenses should remain relatively
stable for the remainder of the fiscal year and improve as a percent of sales as
revenue is expected to increase.
OPERATING PROFIT
Consolidated operating profit of $3,732,000 in the current quarter was down from
the $9,918,000 profit for the prior year first quarter. This is primarily the
result of the decreased sales volume. Operating profits are expected to remain
relatively stable for the next quarter and improve during the remainder of the
fiscal year, as increases in demand for high-end flexible circuits should more
than offset reductions in lead wire assembly shipments.
NET INCOME
Consolidated net income for the fiscal 1999 first quarter was $2,995,000 as
compared to $7,274,000 for the prior year. Basic and diluted net income per
share were $0.20 as compared to $0.50 and $0.48 for the prior year first
quarter.
LIQUIDITY AND CAPITAL RESOURCES
Cash and short-term investments decreased to $56.9 million at December 31, 1998
from $57.5 million at September 30, 1998. This decrease was primarily due to an
increase in operating assets as a result of the increased level of operating
activity.
Accounts receivable and inventory at December 31, 1998 increased by $2.7 million
and $0.8 million, respectively, from September 30, 1998 due to the increased
level of operating activity.
Working capital totaled $75.1 million and $73.1 million at December 31, 1998 and
September 30, 1998. The increase is primarily due to the increase in operating
assets.
Page 7 of 13
<PAGE>
Since September 30, 1998, the Company has invested $2.2 million in capital
expenditures. These additions include FSA attachment equipment, computer system
enhancements and equipment to expand the high volume flexible circuit
manufacturing facility capacity. Capital expenditures of approximately $11
million are expected during the remainder of fiscal 1999 to increase the
Company's high volume flexible circuit manufacturing and FSA production
capacities.
Management believes that internally generated funds will provide adequate
sources of capital for supporting projected growth in fiscal 1999.
YEAR 2000 UPDATE
The Company is taking steps to ensure that it is not adversely affected by the
Year 2000 equipment and software failures that may arise in software
applications and equipment with embedded logic where two-year digits are used to
define the applicable year. Our plan of action and current status follows:
YEAR 2000 STATE OF READINESS:
The Company's products do not contain embedded logic and, as such, they do not
pose any direct year 2000 problem. Innovex's internal operations utilize
computer hardware, software and some equipment with embedded logic and the
Company purchases raw materials from external sources. In order to prepare for
the year 2000, Innovex has formed an active year 2000 committee that is charged
with the responsibility of securing year 2000 compliance to the fullest possible
extent. The process has been split into six major areas, information system
hardware, information system software, all other equipment with potential
embedded logic, critical vendors, critical customers and critical utilities and
service providers.
Information System Hardware:
The manufacturers of the Company's computer server and network hardware have
indicated that the equipment is year 2000 compliant. A plan to perform
comprehensive tests ensuring compliance is being developed and testing should be
complete by August 1999. Over 50% of the Company's personal computers have been
tested to determine year 2000 compliance. The remaining personal computers will
be tested before the end of March 1999. Approximately 20 % of the personal
computers tested are currently not in compliance and will be replaced or brought
into compliance by August 1999.
Information System Software:
The vendor for the Company's newly implemented primary manufacturing and
financial software has indicated that the software is year 2000 compliant. A
plan to perform comprehensive tests ensuring compliance of this software is
being developed and testing should be complete by August 1999. As the testing of
personal computer hardware is being performed, the personal computer operating
systems and primary application software is being updated to year 2000 compliant
versions as specified by the software vendor. A listing of all other personal
computer resident application software is being prepared. Once this list is
completed, the appropriate vendors will be contacted to determine if any
upgrades are required to bring the software into year 2000 compliance. This
process is scheduled for completion prior to August 1999.
Equipment With Potential Embedded Logic:
A list of all Company equipment with potential embedded logic was identified.
The equipment was prioritized as Tier I - mission critical and Tier II - other
equipment. Information has been received from Tier I equipment manufacturers
indicating that over 80% of the Tier I equipment is year 2000 compliant. 15% of
the Tier II equipment manufacturers have been contacted and determined to be
year 2000 compliant. The Company expects to obtain year 2000 compliance
information from the remainder of the manufacturers by the end of March 1999. No
equipment has currently been identified as requiring upgrades to become year
2000 compliant.
Critical Vendors:
Page 8 of 13
<PAGE>
A list of 190 significant vendors was compiled. Letters were sent to these
vendors to determine the level of their Y2K compliance. 34 responses were
received indicating full Y2K compliance and 45 responses were received
indicating they will become Y2K compliant during 1999. The Company expects to
contact all those vendors that have not yet responded to determine their level
of compliance by March 1999. Progress toward compliance of all vendors that are
not yet compliant will be monitored with alternative vendors identified if
necessary.
Critical Customers:
A list of 89 customers considered significant to the Company was compiled.
Letters were sent to these customers to determine the level of their Y2K
compliance. 8 responses were received indicating full Y2K compliance and 11
responses were received indicating they will become Y2K compliant during 1999.
The Company expects to contact all those customers that have not yet responded
to determine their level of compliance by March 1999. Progress toward compliance
of all customers that are not yet compliant will be monitored.
Utilities and Service Providers:
A list of utilities and service providers considered critical to the Company's
ongoing success is being compiled. These companies will be contacted to
determine their level of Y2K compliance. Most of these companies are in
regulated industries with stringent Y2K compliance requirements. The Company
does not anticipate that any significant problems will be identified in these
areas.
COSTS TO ADDRESS YEAR 2000 ISSUES:
The Company does not anticipate that the costs related to becoming year 2000
compliant will be material. Costs incurred to date are less than $50,000 and
future costs of consultants and equipment and software replacements and upgrades
are expected to be approximately $100,000. Costs of implementing the new
manufacturing and financial software are not considered related to the year 2000
issue.
RISKS OF THE COMPANY'S YEAR 2000 ISSUES AND CONTINGENCY PLANS:
Based on the progress of the Company's Year 2000 initiative, management believes
the potential of a significant year 2000 issue to be unlikely. The Company's
products do not contain embedded logic. The Company has recently implemented
year 2000 compliant primary manufacturing and financial software throughout its
operation. Dual sources for material are utilized or have been identified and
most manufacturing equipment was recently purchased and/or does not utilize date
sensitive embedded logic.
There can be no assurance that all non-complying equipment and software will be
identified and upgraded on a timely basis. In addition, there can be no
assurance that the Company's customers and suppliers will not be adversely
affected by their own Year 2000 issues, which may indirectly adversely affect
the Company.
FORWARD LOOKING STATEMENTS
Statements included in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, in letters to shareholders, elsewhere in
the Company's Form 10-Q and in future filings by the Company with the SEC,
except for historical information contained herein and therein, are "forward
looking statements" that involve risks and uncertainties, including the timely
availability and acceptance of new products, the impact of competitive products
and pricing, interruptions in the Company's operations or those of its suppliers
or major customers as such may be caused by problems arising from the year 2000
and a general downturn in the Company's principal market. The Company disclaims
any obligation subsequently to revise any forward-looking statements to reflect
subsequent events or circumstances or the occurrence of unanticipated events.
Page 9 of 13
<PAGE>
PART II - OTHER INFORMATION
Responses to Items 2 through 5 are omitted since these items are either
inapplicable or the response thereto would be negative.
ITEM 1. LEGAL PROCEEDINGS
On January 19, 1999, the Company reached a settlement with Mary Curtin under
which the parties released one another from any and all claims and causes of
action which they held or may have held against one another arising out of or
relating to Ms. Curtin's relationships with the Company as an employee and
director. The Company disclosed Ms. Curtin's threatened claims in Item 3 of the
Company's September 30, 1998 Form 10-K. Ms. Curtin is a former executive vice
president and director of the Company and the spouse of Thomas Haley, the
Company's Chairman and Chief Executive Officer. In connection with the
settlement, the Company agreed to pay Ms. Curtin total cash consideration of
$750,000 upon the expiration of statutory rescission periods. On February 4,
1999, the Company paid $500,000 in cash to Ms. Curtin and Mr. Haley transferred
15,000 shares of Innovex common stock to Ms. Curtin. This cash payment and stock
transfer, together, completely satisfied the Company's financial obligations
under the settlement agreement. The Company has incurred legal and other
expenses of approximately $150,000 related to this settlement.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits
27 Financial Data Schedule
b) Reports on Form 8-K
None.
Page 10 of 13
<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.
INNOVEX, INC.
Registrant
Date: February 12, 1999
By \s\ Thomas W. Haley
Thomas W. Haley
Chief Executive Officer
By \s\ Douglas W. Keller
Douglas W. Keller
Vice President, Finance
Page 11 of 13
<PAGE>
INDEX TO EXHIBITS
Exhibits Page
27 Financial Data Schedule 13
Page 12 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS INCLUDED IN THE 10-Q FOR THE QUARTER ENDED
DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> DEC-31-1998
<CASH> 20,115
<SECURITIES> 36,769
<RECEIVABLES> 13,431
<ALLOWANCES> 207
<INVENTORY> 6,541
<CURRENT-ASSETS> 81,563
<PP&E> 46,383
<DEPRECIATION> 17,479
<TOTAL-ASSETS> 112,312
<CURRENT-LIABILITIES> 6,435
<BONDS> 734
0
0
<COMMON> 591
<OTHER-SE> 104,323
<TOTAL-LIABILITY-AND-EQUITY> 112,312
<SALES> 22,028
<TOTAL-REVENUES> 22,028
<CGS> 14,951
<TOTAL-COSTS> 14,951
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15
<INCOME-PRETAX> 4,198
<INCOME-TAX> 1,203
<INCOME-CONTINUING> 2,995
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,995
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
