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 March 31, 1997
Commission file number 1-3919
Keystone Consolidated Industries, Inc.
(Exact name of registrant as specified in its charter)
Delaware 37-0364250
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5430 LBJ Freeway, Suite 1740, Three Lincoln Centre, Dallas, TX 75240-2697
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 458-0028
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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
Number of shares of common stock outstanding at May 8, 1997 9,263,898
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - December 31, 1996
and March 31, 1997 3-4
Consolidated Statements of Operations - Three months
ended March 31, 1996 and 1997 5
Consolidated Statements of Cash Flows - Three months
ended March 31, 1996 and 1997 6
Consolidated Statement of Redeemable Preferred Stock and
Common Stockholders' Equity - Three months ended
March 31, 1997 7
Notes to Consolidated Financial Statements 8-11
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12-15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
December 31, March 31,
ASSETS 1996 1997
<S> <C> <C>
Current assets:
Notes and accounts receivable $35,974 $ 48,670
Inventories 36,533 34,948
Deferred income taxes 16,381 17,362
Prepaid expenses 1,542 1,056
Total current assets 90,430 102,036
Property, plant and equipment 262,441 266,770
Less accumulated depreciation 169,833 172,934
Net property, plant and equipment 92,608 93,836
Other assets:
Restricted investments 7,691 7,245
Prepaid pension cost 104,726 105,476
Deferred income taxes 2,181 1,053
Other 4,732 4,740
Total other assets 119,330 118,514
$302,368 $314,386
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(In thousands)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, March 31,
1996 1997
<S> <C> <C>
Current liabilities:
Notes payable and current maturities of
long-term debt $ 34,760 $ 48,425
Accounts payable 34,419 33,047
Accounts payable to affiliates 159 55
Accrued OPEB cost 8,368 8,385
Other accrued liabilities 28,631 28,799
Total current liabilities 106,337 118,711
Noncurrent liabilities:
Long-term debt 17,020 16,162
Accrued OPEB cost 100,818 101,090
Negative goodwill 27,057 26,451
Other 16,466 15,139
Total noncurrent liabilities 161,361 158,842
Redeemable preferred stock 3,500 3,500
Stockholders' equity:
Common stock 9,920 9,994
Additional paid-in capital 46,347 46,882
Accumulated deficit (25,085) (23,531)
Treasury stock, at cost (12) (12)
Total stockholders' equity 31,170 33,333
$302,368 $314,386
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
March 31,
1996 1997
<S> <C> <C>
Revenues and other income:
Net sales $79,463 $89,149
Other, net 32 199
79,495 89,348
Costs and expenses:
Cost of goods sold 74,387 80,791
Selling 1,039 1,245
General and administrative 4,982 4,383
Overfunded defined benefit pension credit - (750)
Interest 967 1,390
81,375 87,059
Income (loss) before income taxes (1,880) 2,289
Provision for income taxes (benefit) (743) 665
Net income (loss) (1,137) 1,624
Dividends on preferred stock - 70
Net income (loss) available for common shares $(1,137) $ 1,554
Net income (loss) available for common shares per
common and common equivalent share $ (.20) $ .17
Weighted average common and common equivalent
shares outstanding 5,663 9,265
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
1996 1997
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(1,137) $ 1,624
Depreciation and amortization 3,554 2,986
Deferred income taxes (798) 147
Other, net (90) 464
1,529 5,221
Change in assets and liabilities:
Notes and accounts receivable (10,736) (12,793)
Inventories 2,092 1,585
Accounts payable (328) (1,476)
Pension (2,812) (750)
Other, net 734 370
Net cash used by operating activities (9,521) (7,843)
Cash flows from investing activities:
Capital expenditures (4,824) (4,901)
Other, net 29 7
Net cash used by investing activities (4,795) (4,894)
Cash flows from financing activities:
Revolving credit facility, net 15,303 13,698
Other notes payable and long-term debt:
Additions - 116
Principal payments (987) (1,007)
Preferred stock dividend payments - (70)
Net cash provided by financing activities 14,316 12,737
Net change in cash and cash equivalents - -
Cash and cash equivalents, beginning of period - -
Cash and cash equivalents, end of period $ - $ -
Supplemental disclosures - cash paid for:
Interest, net of amount capitalized $ 988 $ 1,423
Income taxes 316 48
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF REDEEMABLE PREFERRED STOCK
AND COMMON STOCKHOLDERS' EQUITY
Three months ended March 31, 1997
(In thousands)
<TABLE>
<CAPTION>
Common stockholders' equity
Redeemable Additional
preferred Common paid-in Accumulated Treasury
stock Stock capital (deficit) stock Total
<S> <C> <C> <C> <C>
Balance - December 31, 1996 $3,500 $9,920 $46,347 $(25,085) <$>(12) $31,170
Net income - - - 1,624 - 1,624
Issuance of common stock - 74 535 - - 609
Preferred dividends declared 70 - - (70) - (70)
Preferred dividends paid (70) - - - - -
Balance - March 31, 1997 $3,500 $9,994 $46,882 $(23,531) $ (12) $33,333
</TABLE>
KEYSTONE CONSOLIDATED INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Organization and basis of presentation:
The consolidated balance sheet at December 31, 1996 has been condensed from
the Company's audited consolidated financial statements at that date. The
consolidated balance sheet at March 31, 1997 and the consolidated statements of
operations and cash flows for the interim periods ended March 31, 1996 and 1997,
and the consolidated statement of redeemable preferred stock and common
stockholders' equity for the interim period ended March 31, 1997, have each been
prepared by the Company, without audit. In the opinion of management, all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the consolidated financial position, results of operations and
cash flows have been made. However, it should be understood that accounting
measurements at interim dates may be less precise than at year end. The results
of operations for the interim periods are not necessarily indicative of the
operating results for a full year or of future operations.
Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted. The accompanying consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1996 (the "Annual
Report").
Contran Corporation ("Contran") holds, directly or through subsidiaries,
approximately 41% of the Company's outstanding stock. Contran may be deemed to
control the Company.
Note 2 - Acquisition
On September 27, 1996, the stockholders of Keystone and DeSoto, Inc.
("DeSoto") approved the merger of the two companies (the "Acquisition") in which
DeSoto became a wholly-owned subsidiary of Keystone. The Acquisition included
the simultaneous merger of Keystone's three underfunded defined benefit pension
plans with and into DeSoto's overfunded defined benefit pension plan, which
resulted in an overfunded plan for financial reporting purposes.
The following pro forma financial information has been prepared assuming
the Acquisition and the simultaneous merger of the defined benefit pension plans
occurred as of January 1, 1996. The pro forma financial information also
reflects adjustments to assume that the April 1996 sale of DeSoto's Union City,
California business occurred as of December 31, 1995. The pro forma financial
information is not necessarily indicative of actual results had the transactions
occurred at the beginning of the period, nor do they purport to represent
results of future operations of the merged companies.
<TABLE>
<CAPTION>
Three months ended March 31, 1996
(In million, except per
share data)
<S> <C>
Revenues and other income $83.3
Net loss $(1.1)
Net loss available to common stockholders $(1.2)
Net loss per Keystone common share $(.13)
</TABLE>
Pro forma net periodic defined benefit pension expense for the first three
months of 1996, assuming the Acquisition and pension plan merger occurred
January 1, 1996, approximates $1.2 million, as compared to historical pension
expense of $1.9 million.
Note 3 - Inventories:
Inventories are stated at the lower of cost or market. The last-in, first-
out ("LIFO") method is used to determine the cost of approximately three-fourths
of total inventories and the first-in, first-out or average cost methods are
used to determine the cost of other inventories.
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
(In thousands)
<S> <C> <C>
Raw materials:
Steel and wire products $12,548 $11,254
Household cleaning products 526 803
13,074 12,057
Work in process -
Steel and wire products 12,824 9,930
Finished products:
Steel and wire products 9,954 11,976
Household cleaning products 96 286
10,050 12,262
Supplies:
Steel and wire products 13,612 13,726
49,560 47,975
Less LIFO reserve:
Steel and wire products 12,996 12,996
Household cleaning products 31 31
13,027 13,027
$36,533 $34,948
</TABLE>
Note 4 - Notes payable and long-term debt:
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
(In thousands)
<S> <C> <C>
Commercial credit agreements:
Revolving credit facility $31,095 $44,793
Term loan 19,166 18,333
Urban and Community Development Assistance Grants 1,267 1,172
Other 252 289
51,780 64,587
Less current maturities 34,760 48,425
$17,020 $ 16,162
</TABLE>
Note 5 - Income taxes:
The difference between the provision for income taxes and the amounts that
would be expected using the U.S. federal statutory income tax rate is primarily
related to amortization of negative goodwill and state income taxes.
Note 6 - Other accrued liabilities
<TABLE>
<CAPTION>
December 31, March 31,
1996 1997
(In thousands)
<S> <C> <C>
Current:
Salary, wages, vacations and other
employee expenses $11,085 $ 8,174
Environmental 5,354 5,748
Disposition of facilities 3,518 3,335
Self insurance 1,585 1,687
Legal and professional 1,542 1,215
Other 5,547 8,640
$28,631 $28,799
Noncurrent:
Environmental $12,787 $11,562
Deferred gain 2,383 2,283
Other 1,296 1,294
$16,466 $15,139
</TABLE>
Note 7 - Contingencies
At March 31, 1997, the Company's financial statements reflected accrued
liabilities of $17.3 million for estimated remedial costs arising from
environmental issues. There is no assurance regarding the ultimate cost of
remedial measures that might eventually be required by environmental authorities
or that additional environmental hazards, requiring further remedial
expenditures, might not be asserted by such authorities or private parties.
Accordingly, the costs of remedial measures may exceed the amounts accrued.
For additional information related to commitments and contingencies, see
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Annual Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS:
Keystone is a leading manufacturer of fabricated wire products, industrial
wire and carbon steel rod for the agricultural, industrial, construction,
original equipment manufacturer and retail consumer markets. Historically, the
Company has experienced greater sales and profits during the first half of the
year due to the seasonality of sales in principal wire products markets,
including the agricultural and construction markets.
The statements in this Quarterly Report on Form 10-Q relating to matters
that are not historical facts including, but not limited to, statements found in
this Item 2 - Management's Discussion And Analysis Of Financial Condition And
Results Of Operations", are forward looking statements that involve a number of
risks and uncertainties. Factors that could cause actual future results to
differ materially from those expressed in such forward looking statements
include, but are not limited to, cost of raw materials, future supply and demand
for the Company's products (including cyclicality thereof), general economic
conditions, competitive products and substitute products, customers and
competitor strategies, the impact of pricing and production decisions,
environmental matters, government regulations and possible changes therein, and
the ultimate resolution of pending litigation and possible future litigation as
discussed in this Quarterly Report and the Annual Report, including, without
limitation, the section referenced above.
During the first quarter of 1997, the Company produced 154,000 tons of
billets as compared to 144,000 tons in the first quarter of 1996. The Company's
rod production during the first quarter of 1997 increased to 178,000 tons as
compared to 161,000 tons during the first quarter of 1996. This increase was
due primarily to the 10,000 ton increase in billet production combined with a
7,000 ton increase in purchased billets and the conversion of 5,000 tons of
billets into rod for another manufacturer during the first quarter of 1997.
The following table sets forth selected operating data of the Company as a
percentage of net sales for the periods indicated.
<TABLE>
<CAPTION>
Three months ended March 31,
1996 1997
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of goods sold 93.6 90.6
Gross profit 6.4 9.4
Selling expense 1.3 1.4
General and administrative expense 6.3 4.9
Overfunded defined benefit pension credit - (.8)
Income (loss) before income taxes (2.3)% 2.5%
Provision (benefit) for income taxes (.9) .7
Net income (1.4)% 1.8%
</TABLE>
Net sales increased to $89.1 million in the first quarter of 1997 from
$79.5 million in the first quarter of 1996. Of these sales, fabricated wire
products represented $42.8 million (48%) in 1997 and $41.0 million (52%) in
1996; industrial wire represented $18.2 million (20%) in 1997 and $18.1 million
(23%) in 1996; and carbon steel rod represented $23.2 million (26%) in 1997 and
$20.1 million (25%) in 1996.
Fabricated wire products prices decreased 2% while shipments increased 7%
to 61,000 tons in 1997 from 57,000 tons in 1996. Industrial wire prices also
decreased 2% while shipments increased 3% to 39,000 tons in 1997 from 38,000
tons in 1996. Carbon steel rod prices increased 1% and shipments increased 14%
to 77,000 tons in 1997 from 68,000 tons in 1996.
Gross profit increased approximately 65% to $8.4 million in the first
quarter of 1997 from $5.1 million in the 1996 first quarter. Gross margin
increased to 9.4% in 1997 from 6.4% in 1996, as lower scrap costs and pension
expense more than offset higher rod conversion costs and lower overall product
selling prices. During 1997, the Company purchased 152,000 tons of scrap at an
average price of $122 per ton as compared to 1996 purchases of 158,000 tons at
an average price of $130 per ton. The acquisition of DeSoto in September 1996
included the simultaneous merger of the Company's and DeSoto's defined benefit
pension plans. Pension expense charged to cost of goods sold was $1.9 million
in the first quarter of 1996. The merger of the Company's defined benefit
pension plans in connection with the acquisition of DeSoto in September 1996
resulted in a single overfunded defined benefit pension plan. As a result of
the overfunded status of this plan, the Company recorded a pension credit of
$750,000 in the first quarter of 1997.
Selling expenses increased 20% to $1.2 million in the first quarter of 1997
from $1.0 million in the 1996 first quarter, but remained relatively constant as
a percentage of net sales.
General and administrative expenses decreased 12%, or $.6 million during
the first quarter of 1997 as compared to the first quarter of 1996. This
decrease was primarily due to the amortization of negative goodwill resulting
from the DeSoto acquisition. At March 31, 1997, the Company's financial
statements reflected accrued liabilities or $17.3 million for estimated
remediation costs arising from environmental issues. There is no assurance
regarding the ultimate cost of remedial measures that might eventually be
required by environmental authorities or that additional environmental hazards,
requiring further remedial expenditures, might not be asserted by such
authorities or private parties. Accordingly, the costs of remedial measures may
exceed the amounts accrued.
Interest expense in the first quarter of 1997 was higher than the first
quarter of 1996 due principally to higher average borrowing levels. Average
borrowings by the Company under its revolving credit facility and term loan
approximated $58 million in the first quarter of 1997 as compared to $39 million
in the first quarter of 1996. During the first quarter of 1997, the average
interest rate paid by the Company was 9.3% per annum as compared to 9.4% per
annum.
The principal reasons for the difference between he U.S. federal statutory
income tax rate and the Company's effective income tax rates are explained in
Note 5 to the Consolidated Financial Statements.
As a result of the items discussed above, net income during the first
quarter of 1997 increased to $1.6 million from a loss of $1.1 million in the
first quarter of 1996.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's cash flows from operating activities are affected by
the seasonality of its business as sales of certain products used in the
agricultural and construction industries are typically highest during the second
quarter and lowest during the fourth quarter of each year. These seasonal
fluctuations, as well as the normal December shutdown for maintenance and
repairs at the Company's Peoria facility, impact the timing of production, sales
and purchases and typically result in a use of cash from operations and
increases in the outstanding balance under the Company's revolving credit
facility during the first quarter of each year.
At March 31, 1997 the Company had a working capital deficit of $16.7
million, including $48.4 million of notes payable and current maturities of
long-term debt. The outstanding borrowings under the Company's $55 million
revolving credit facility were $44.8 million at March 31, 1997. The amount of
available borrowings under the Company's revolving credit facility is based on
formula-determined amounts of trade receivables and inventories, less the amount
of outstanding letters of credit. Additional available borrowings under the
Company's revolving credit facility, which expires December 31, 1999, were $9.8
million at March 31, 1997. The Company's revolving credit facility requires
daily cash receipts be used to reduce outstanding borrowings, which results in
the Company maintaining zero cash balances.
During the first quarter of 1997, the Company's operating activities used
approximately $7.8 million of cash compared to $9.5 million in the first quarter
of 1996. In addition to higher earnings in the 1997 quarter, cash flow from
operations was impacted by changes in relative levels of assets and liabilities,
including levels of pension fundings. Defined benefit pension plan
contributions were $4.7 million in the first quarter of 1996. The acquisition
of DeSoto included the simultaneous merger of Keystone's previously underfunded
defined benefit pension plans with and into DeSoto's overfunded defined benefit
pension plan, resulting in a single overfunded plan for financial reporting
purposes. The Company did not make any contributions to its pension plan during
the first quarter of 1997 and does not expect to be required to make
contributions to the pension plan during the remainder of 1997. Future
variances from actuarially assumed rates, including the rate of return on
pension plan assets, may result in increases or decreases to pension expense or
credit and funding requirements in future periods. Immediately following the
Acquisition, Keystone was obligated to, and did, cause DeSoto to pay certain of
DeSoto's trade creditors (the "Trade Credit Group") 80% of the balance of the
trade payables then due to the Trade Credit Group. The remaining 20% of the
balance ($1.4 million) due to the Trade Credit Group, plus interest at 8%, was
paid by DeSoto in February 1997.
During the first quarter of 1997, the Company made capital expenditures of
approximately $4.9 million primarily related to upgrades of production equipment
and an information systems project at its facility in Peoria, Illinois. Capital
expenditures for 1997 are currently estimated to be approximately $22 million
and are related primarily to upgrades and debottlenecking of production
equipment.
The Company incurs significant ongoing costs for plant and equipment and
substantial employee medical benefits for both current and retired employees.
As such, the Company is vulnerable to business downturns and increases in costs,
and accordingly, routinely compares its liquidity requirements and capital needs
against its estimated future operating cash flows. As a result of this process,
the Company has in the past, and may in the future, reduce controllable costs,
modify product mix, acquire and dispose of businesses, restructure certain
indebtedness, and raise additional equity capital. The Company will continue to
evaluate the need for similar actions or other measures in the future in order
to meet its obligations. The Company also routinely evaluates acquisitions of
interests in, or combinations with, companies related to the Company's current
businesses. The Company intends to consider such acquisition activities in the
future and, in connection with this activity, may consider issuing additional
equity securities or increasing the indebtedness of the Company.
Management believes the cash flows from operations together with the funds
available under the Company's revolving credit facility will provide sufficient
funds to meet its anticipated operating and capital expenditure needs for the
year ending December 31, 1997. This belief is based upon management's
assessment of various financial and operational factors, including, but not
limited to, assumptions relating to product shipments, product mix and selling
prices, production schedules, productivity rates, raw materials, electricity,
labor, employee benefits and other fixed and variable costs, working capital
requirements, interest rates, repayments of long-term debt, capital
expenditures, and available borrowings under the Company's revolving credit
facility. However, liabilities under environmental laws and regulations with
respect to the clean-up and disposal of wastes, any significant increases in the
cost of providing medical coverage to active and retired employees or an
unfavorable result of DeSoto's IRS examination, could have a material adverse
effect on the future liquidity, financial condition and results of operations of
the Company. Additionally, significant declines in the Company's end user
markets or market share, the inability to maintain satisfactory billet and rod
production levels, or other unanticipated costs, if significant, could result in
a need for funds greater than the Company currently has available. There can be
no assurance the Company would be able to obtain an adequate amount of
additional financing.
PART II.
ITEM 1. Legal Proceedings
Reference is made to disclosure provided under the caption "Current
litigation" in Note 17 to the Consolidated Financial Statements included in the
Annual Report.
ITEM 6. Exhibits and Reports on Form 8- K.
(a) The following exhibit is included herein:
27.1 Financial Data Schedule for the three month period ended
March 31, 1997.
(b) Reports on Form 8-K filed during the quarter ended March 31, 1997:
None.
S I G N A T U R E S
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.
Keystone Consolidated Industries, Inc.
(Registrant)
Date: May 8, 1997 By /s/Harold M. Curdy
Harold M. Curdy
Vice President - Finance/Treasurer
(Principal Financial Officer)
Date: May 8, 1997 By /s/Bert E. Downing, Jr.
Bert E. Downing, Jr.
Corporate Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Keystone
Consolidated Industries, Inc.'s consolidated financial statements for the three
months ended March 31, 1997 and is qualified in its entirety by reference to
such.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 49,231
<ALLOWANCES> 561
<INVENTORY> 34,948
<CURRENT-ASSETS> 102,036
<PP&E> 266,770
<DEPRECIATION> 172,934
<TOTAL-ASSETS> 314,386
<CURRENT-LIABILITIES> 118,711
<BONDS> 16,162
3,500
0
<COMMON> 9,994
<OTHER-SE> 23,339
<TOTAL-LIABILITY-AND-EQUITY> 314,386
<SALES> 89,149
<TOTAL-REVENUES> 89,348
<CGS> 80,791
<TOTAL-COSTS> 80,791
<OTHER-EXPENSES> 4,786
<LOSS-PROVISION> 92
<INTEREST-EXPENSE> 1,390
<INCOME-PRETAX> 2,289
<INCOME-TAX> 665
<INCOME-CONTINUING> 1,624
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,624
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
