SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED MARCH 31, 2000 COMMISSION FILE NUMBER 0-10763
ATRION CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 63-0821819
- ------------------------------ -------------------------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification No.)
Organization)
ONE ALLENTOWN PARKWAY, ALLEN, TEXAS 75002
-----------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(972) 390-9800
--------------
(Registrant's Telephone Number, Including Area Code)
Indicate by check [X] whether the registrant: (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
NUMBER OF SHARES OUTSTANDING AT
TITLE OF EACH CLASS MAY 5, 2000
- ------------------------------------------- ---------------------------------
COMMON STOCK, PAR VALUE $0.10 PER SHARE 2,035,593
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION 2
ITEM 1. Financial Statements
Consolidated Statements of Income (Unaudited)
For the Three Months Ended
March 31, 2000 and 1999 3
Consolidated Balance Sheets (Unaudited)
March 31, 2000 and December 31, 1999 4-5
Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended
March 31, 2000 and 1999 6
Notes to Consolidated Financial Statements (Unaudited) 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8
PART II. OTHER INFORMATION 10
ITEM 6. Exhibits and Reports on
Form 8-K 10
SIGNATURES 11
EXHIBIT INDEX 12
1
<PAGE>
PART I
FINANCIAL INFORMATION
2
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
------------------------
2000 1999
------------------------
(In thousands, except per share data)
<S> <C> <C>
Revenues $ 12,985 $ 11,580
Cost of goods sold 8,005 6,956
--------- ---------
Gross profit 4,980 4,624
--------- ---------
Operating expenses:
Selling expense 1,932 1,666
General and administrative 1,642 1,652
Research and development 542 700
--------- ---------
4,116 4,018
--------- ---------
Operating income 864 606
--------- ---------
Other income:
Interest (expense) income, net (138) 6
Other income 3 11
--------- ---------
(135) 17
--------- ---------
Income before provision for income taxes 729 623
Provision for income taxes 197 229
--------- ---------
Net income $ 532 $ 394
========= =========
Earnings per basic share $ 0.25 $ 0.13
========= =========
Weighted average basic shares
outstanding 2,099 2,920
========= =========
Earnings per diluted share $ 0.24 $ 0.13
========= =========
Weighted average diluted shares
outstanding 2,177 2,944
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
3
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 2000 1999
- ------ --------------- --------------
(In thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 419 $ 70
Accounts receivable 9,393 8,522
Inventories 10,102 9,106
Prepaid expenses and other 1,061 1,004
--------- ---------
20,975 18,702
--------- ---------
Property, plant and equipment:
Original cost 35,313 34,417
Less accumulated depreciation and amortization 8,815 7,999
--------- ---------
26,498 26,418
--------- ---------
Deferred charges:
Patents 3,240 3,316
Goodwill 13,242 13,393
Other 2,883 2,811
--------- ---------
19,365 19,520
--------- ---------
$ 66,838 $ 64,640
========= =========
</TABLE>
(Continued)
The accompanying notes are an integral part of these Balance Sheets.
4
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 2000 1999
- ------------------------------------ --------------- --------------
(In thousands)
<S> <C> <C>
Current liabilities:
Accounts payable $ 3,190 $ 2,142
Accrued liabilities 1,882 1,815
--------- ---------
5,072 3,957
--------- ---------
Long-term debt 10,887 10,417
--------- ---------
Other noncurrent liabilities 7,752 7,693
--------- ---------
Stockholders' equity:
Common shares, par value $0.10 per share;
authorized 10,000,000 shares,
issued 3,419,953 shares 342 342
Paid-in capital 6,403 6,403
Retained earnings 49,646 49,114
Treasury shares, at cost (13,264) (13,286)
--------- ---------
Total stockholders' equity 43,127 42,573
--------- ---------
$ 66,838 $ 64,640
========= =========
</TABLE>
The accompanying notes are an integral part of these Balance Sheets.
5
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31
-------------------------------
2000 1999
-------------- -------------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 532 $ 394
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 1,042 927
Deferred income taxes 51 66
Other (65) (252)
-------- --------
1,560 1,135
Change in current assets and liabilities:
Increase in accounts receivable (871) (485)
Increase in other current assets (1,053) (1,081)
Increase in accounts payable 1,048 1,384
Increase (decrease) in other current
liabilities 67 (88)
-------- --------
751 865
-------- --------
Cash flows from investing activities:
Property, plant and equipment additions (895) (7,224)
-------- --------
(895) (7,224)
-------- --------
Cash flows from financing activities:
Increase in long-term indebtedness 470 1,967
Issuance of common stock 23 --
Repurchase of common stock -- (1,062)
-------- --------
493 905
-------- --------
Net change in cash and cash equivalents 349 (5,454)
Cash and cash equivalents at beginning of period 70 5,635
-------- --------
Cash and cash equivalents at end of period $ 419 $ 181
======== ========
Cash paid for:
Interest (net of capitalization amounts) $ 175 $ 1
Income taxes (net of refunds) $ 129 $ 42
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
6
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(1) BASIS OF PRESENTATION
In the opinion of management, all adjustments necessary for a fair
presentation of results of operations for the periods presented have been
included in the accompanying unaudited consolidated financial statements
of Atrion Corporation (the "Company"). Such adjustments consist of normal
recurring items. The accompanying financial statements have been prepared
in accordance with the instructions to Form 10-Q and include the
information and notes required by such instructions. Accordingly, the
consolidated financial statements and notes thereto should be read in
conjunction with the financial statements and notes included in the
Company's 1999 Annual Report on Form 10-K.
7
<PAGE>
ATRION CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2000
The Company's consolidated net income for the quarter ended March 31, 2000
was $532,000, or $.25 per basic and $.24 per diluted share, compared with
$394,000, or $.13 per basic and diluted share, for the first quarter of
1999. The earnings per basic share computations are based on weighted
average basic shares outstanding of 2,099,274 in 2000 and 2,920,055 in
1999. The earnings per diluted share computations are based on weighted
average diluted shares outstanding of 2,176,735 in 2000 and 2,943,766 in
1999.
Consolidated revenues of $13.0 million for the first quarter of 2000 were
$1.4 million or 12% higher than revenues for the first quarter of 1999.
The increase in revenues in the first quarter of 2000 was primarily a
result of improved revenues at all operations.
Gross profit of $5.0 million in the first quarter of 2000 was $356,000 or
8 percent higher than in the comparable 1999 period. The previously
mentioned increase in revenues and improved manufacturing efficiencies
offset by a slightly less profitable product mix were the primary
contributors to this increase.
The Company's first quarter 2000 operating expenses of $4.1 million were
$98,000 higher than the operating expenses for the first quarter of 1999.
This slight increase in operating expenses for the three months ended
March 31, 2000, was the result of increased selling expenses offset by
lower research and development costs and reductions in certain corporate
expenses. Operating income in the first quarter of 2000 was $864,000 or
42% higher than the operating income in the first quarter of 1999.
Net interest expense for the first quarter of 2000 was $138,000 compared
to net interest income of $6,000 for the same period in the prior year.
This change is primarily attributable to the Company's use of cash and
cash equivalents in February 1999 to fund the purchase of its Allen, Texas
facility and borrowings by the Company to fund its repurchases of
outstanding common stock of the Company during 1999.
Income tax expense for the first quarter of 2000 was $197,000 compared to
income tax expense of $229,000 for the same period in the prior year. An
increase in our foreign sales corporation benefit and an expected increase
in the Company's research and development tax credit resulted in a lower
effective tax rate for the first quarter of 2000 compared with the same
period in 1999.
The Company believes that revenues, cost of goods sold, gross profit,
operating income from continuing operations, and earnings per share from
continuing operations for the nine months ending December 31, 2000, will
be higher than comparable 1999 period amounts.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2000, the Company had cash and cash equivalents of $418,000
compared with $70,000 at December 31, 1999. The increase in cash and cash
equivalents from December 31, 1999 to March 31, 2000 was primarily
attributable to the Company's operational results. The Company had $10.9
million of long-tem debt, borrowed under
8
<PAGE>
its $18.5 million revolving loan facility, at March 31, 2000 compared with
$10.4 million of long-term debt at December 31, 1999. This increase in
long-term debt from December 31, 1999 to March 31, 2000 was primarily
attributable to purchases of manufacturing equipment for the Company.
In April 2000, the Company's Board of Directors authorized a program under
which the Company may repurchase up to 200,000 shares of its common stock
in open market or negotiated transactions at such times and at such prices
as management may from time to time decide. To date, no common stock has
been repurchased under this program.
The Company believes that its existing cash and cash equivalents, cash
flows from operations, borrowings available under the Company's revolving
loan facility and other equity or debt financing, which the Company
believes would be available, will be sufficient to fund the Company's cash
requirements for the foreseeable future.
IMPACT OF YEAR 2000
The Company has experienced no significant disruptions in business due to
Year 2000 issues and is not aware of any material problems resulting from
Year 2000 issues, either with its products, its internal systems, or the
products and services of third party suppliers. The Company will continue
to monitor its information systems, facilities and equipment to ensure
that any latent Year 2000 matters that may arise are addressed promptly.
FORWARD-LOOKING STATEMENTS
The statements in this Management's Discussion and Analysis that are
forward-looking are based upon current expectations, and actual results
may differ materially. Therefore, the inclusion of such forward-looking
information should not be regarded as a representation by the Company that
the objectives or plans of the Company would be achieved. Such statements
include, but are not limited to, the Company's expectations regarding
results of operations for the nine months ended December 31, 2000, as well
as future liquidity and capital resources and Year 2000 compliance and
impact. Words such as "anticipates," "believes," "expects," "estimated"
and variations of such words and similar expressions are intended to
identify such forward-looking statements. Forward-looking statements
contained herein involve numerous risks and uncertainties, and there are a
number of factors that could cause actual results to differ materially
including, but not limited to, the following: changing economic, market
and business conditions, the effects of governmental regulation, the
impact of competition and new technologies, slower-than-anticipated
introduction of new products or implementation of marketing strategies,
implementation of new manufacturing processes or implementation of new
information systems, changes in the prices or availability of raw
materials, changes in product mix, product recalls, the ability to attract
and retain qualified personnel and the loss of any significant customer.
In addition, assumptions relating to budgeting, marketing, product
development and other management decisions are subjective in many respects
and thus susceptible to interpretations and periodic review which may
cause the Company to alter its marketing, capital expenditures or other
budgets, which in turn may affect the Company's results of operations and
financial condition.
9
<PAGE>
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
NONE
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10a Atrion Corporation Amended and Restated Incentive
Compensation Plan for Chief Financial Officer
10b Severance Plan
Exhibit 27--Financial Data Schedules (filed electronically only)
(b) No reports on Form 8-K have been filed during the quarter ended
March 31, 2000.
10
<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.
ATRION CORPORATION
------------------
(Registrant)
Date: May 12, 2000 /s/ EMILE A. BATTAT
-----------------------
Emile A. Battat
Chairman, President and
Chief Executive Officer
Date: May 12, 2000 /s/ JEFFERY STRICKLAND
-----------------------
Jeffery Strickland
Vice President and
Chief Financial Officer
11
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBERS DESCRIPTION PAGE
10a Atrion Corporation Amended and Restated Incentive
Compensation Plan for Chief Financial Officer 13
10b Severance Plan 14
27 Financial Data Schedules (filed electronically only)
12
EXHIBIT 10A
Atrion Corporation
Amended and Restated Incentive Compensation Plan for Chief Financial Officer
Calendar Year 2000
This plan provides the opportunity for Jeffery Strickland, Vice President and
Chief Financial Officer of Atrion Corporation, to receive incentive compensation
based on the attainment of certain stated goals during the calendar year 2000.
This plan amends and restates the plan adopted by the Board in 1998 with respect
to the calendar year 2000.
FINANCIAL GOALS:
The financial goal for Atrion for calendar year 2000 is the earnings per share
(EPS) estimate included in the Budget for 2000 prepared by management and
submitted to the Board of Directors at its February 15, 2000 meeting. This EPS
target figure is based on continuing operations and excludes extraordinary and
one-time items.
For the year 2000, if the targeted EPS figure is met, then Jeffery Strickland
(JS) is entitled to incentive compensation equal to 25% of his base salary for
that year. If the target for 2000 is exceeded, then JS shall be entitled to
receive incentive compensation, in addition to the incentive compensation
payable pursuant to the preceding sentence, in an amount equal to that
percentage of his base salary for 2000 that is one-half (1/2) of the percentage
by which the actual EPS for 2000 exceeds the target EPS for 2000.
NON-FINANCIAL GOALS:
JS's performance shall be evaluated by the Board without stated non-financial
goals and any incentive compensation award shall be at the discretion of the
Board.
13
EXHIBIT 10B
SEVERANCE PLAN
1. PURPOSE OF PLAN
While Atrion Corporation (the "Company") is of the view that its business
provides an optimistic outlook for the Company's future profitability and growth
and while the Company has no present plans for any Extraordinary Event (as
defined below), the Company wishes to provide certain assurances to Jeffery
Strickland (the "Executive"), who is currently serving as Vice President and
Chief Financial Officer, Secretary and Treasurer of the Company, by adopting
this Severance Plan in the event one of these Extraordinary Events should occur.
The purpose of this Severance Plan (the "Plan") is to ensure that the Executive,
who the Company recognizes has made and is expected to continue making a
significant contribution to the growth and financial success of the Company,
will be able to evaluate objectively any proposed Extraordinary Event without
being distracted by the potential economic impact of such Extraordinary Event
upon the Executive's personal circumstances.
2. DEFINITIONS.
(a) "Board" means the Board of Directors of the Company.
(b) "Committee" means the Compensation Committee of the Board of Directors
of the Company.
(c) "Extraordinary Event" shall mean any of the following events:
(i) The Company is merged, consolidated or reorganized into or with
another corporation or other person and as a result of such merger,
consolidation or reorganization less than 50% of the combined voting power
of the then-outstanding securities of such corporation or person
immediately after such transaction are held in the aggregate by the
holders of voting securities of the Company immediately prior to such
transaction;
(ii) The Company sells all or substantially all of its assets to any other
corporation or other person and as a result of such sale less than 50% of
the combined voting power of the then-outstanding voting securities of
such corporation or person immediately after such transaction are held in
the aggregate by the holders of voting securities of the Company
immediately prior to such sale;
(iii) Individuals who, as of the date hereof, constitute the directors of
the Company cease for any reason to constitute at least a majority thereof
unless the election or the nomination for election by the Company's
stockholders of each director of the Company first elected after the date
hereof was approved by a vote of at least two-thirds of the directors of
the Company then still in office who were directors of the Company as of
the date hereof; or
(iv) Dissolution of the Company under Delaware law.
14
<PAGE>
(d) "Post Event Period" shall mean the period commencing on the date of the
occurrence of the first event which constitutes an Extraordinary Event and
ending upon the earliest to occur of the following:
(i) The Executive's death;
(ii) The Executive's attainment of age 65; or
(iii) The expiration of two (2) years after the occurrence of an Extraordinary
Event.
3. ADMINISTRATION
The Plan shall be administered by the Committee. Subject to the provisions
hereof, the Committee shall have the power and authority to direct the payment
by the Company of severance pay hereunder and shall have the authority, in its
sole discretion, in accordance with the provisions hereof, to make any and all
determinations deemed necessary or desirable for the administration of the Plan.
4. TERMINATION BY COMPANY FOLLOWING AN EXTRAORDINARY EVENT
In the event of the occurrence of an Extraordinary Event, the Company may
terminate the Executive's employment by the Company during the Post Event Period
without incurring the obligation to make the payments set forth in Paragraph 5
below only for Cause. For purposes of this Plan, "Cause" shall mean (i) an act
of dishonesty by the Executive resulting in gain or personal enrichment of the
Executive, or (ii) failure by the Executive to substantially perform his duties
with the Company (other than any such failure resulting from the Executive's
incapacity due to mental or physical illness).
5. SEVERANCE PAYMENT
In the event of an Extraordinary Event as defined in Paragraph 2(c)(iv)
above during the term of this Plan or if, during the Post Event Period, the
Executive's employment by the Company is terminated by the Company other than
pursuant to Paragraph 4 above (for Cause) or is terminated by the Executive for
Good Reason (as defined in Paragraph 6 below), the Company shall pay to the
Executive in a lump sum within ten (10) business days of the effective date of
the Extraordinary Event as defined in Paragraph 2(c)(iv) above or the date of
termination of the Executive's employment with the Company during the Post Event
Period (the "Termination Date"), in lieu of any further payments of salary to
the Executive for periods subsequent to such Extraordinary Event or Termination
Date, as the case may be, an amount which is equal to the annual base salary
paid by the Company to the Executive in the twelve (12) month period preceding
such Extraordinary Event or the Termination Date, as the case may be.
15
<PAGE>
6. GOOD REASON
For purposes of this Plan, "Good Reason" shall mean any one or more of the
following:
(a) A reduction by the Company in the Executive's annual base salary during the
Post Event Period from the annual base salary in effect for Executive
immediately preceding the Post Event Period.
(b) The relocation of the Executive's principal office to a location outside of
the Dallas, Texas metropolitan area unless such relocation is effected as a
result of a request for such relocation by the Executive or a request for such
relocation that is made by the Company and agreed to by the Executive.
(c) The failure by any successor as contemplated in Paragraph 10(c) hereof to
assume this Plan and agree to perform the Company's obligations hereunder.
(d) Termination of this Plan except as permitted in Paragraph 9(a) below.
7. EMPLOYMENT RIGHTS
Nothing expressed or implied in this Plan shall create any right or duty
on the part of the Company or the Executive to have the Executive remain in the
employment of the Company prior to any Extraordinary Event.
8. WITHHOLDING OF TAXES
The Company may withhold from any amounts payable under this Plan all
federal, state, city or other taxes as shall be required pursuant to any law or
government regulation or ruling.
9. TERM
(a) This Plan shall terminate upon the earliest to occur of the following:
(i) The termination of the Executive's employment by the Company prior
to any Extraordinary Event; provided, however, that any termination
of employment of the Executive following the commencement of any
discussions with a third party authorized by the Board that is
followed by an Extraordinary Event in which such third party (or an
associate or affiliate thereof) is a party within six (6) months of
the commencement of such discussions shall be deemed to be a
termination of the Executive's employment after an Extraordinary
Event for purposes of this Plan; provided further, however, that any
termination of the Executive's employment without Cause (as defined
in Paragraph 4 above) within six (6) months preceding the earlier of
(A) an Extraordinary Event defined in Paragraph 2(c)(iv) hereof or
(B) the adoption by the Board of a resolution to dissolve the
Company that is followed by an Extraordinary Event defined in
Paragraph 2(c)(iv) hereof shall be deemed to have occurred after the
Extraordinary Event defined in Paragraph 2(c)(iv) hereof;
16
<PAGE>
(ii) The termination of the Post Event Period; and
(iii) The termination of the Executive's employment by the Company after
an Extraordinary Event pursuant to the provisions of Paragraph 4
herein (for Cause).
(b) Notwithstanding the foregoing, the Company may give written notice of
termination of this Plan to the Executive at any time after April 25, 2001, and
in such event this Plan shall terminate on the last day of the twelfth (12th)
month following the date such written notice is given.
10. MISCELLANEOUS
(a) The validity, interpretation, construction and performance of this Plan
shall be governed by the laws of the State of Texas.
(b) No member of the Board or the Committee nor any officer or employee of the
Company acting on behalf of the Board or the Committee shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan; and all members of the Board and the Committee
and each officer and employee acting on their behalf shall, to the extent
permitted by law, be indemnified and held harmless by the Company in respect of
any such action, determination or interpretation.
(c) The Company shall require any successor (whether direct or indirect, by
purchase, merger, consolidation, reorganization or otherwise) to all or
substantially all of the business or assets of the Company to assume this Plan
and the Company's obligations hereunder in the same manner and to the same
extent the Company would be required to perform hereunder if no such succession
had taken place.
17
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000701288
<NAME> Atrion Corporation
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 419
<SECURITIES> 0
<RECEIVABLES> 9,393
<ALLOWANCES> 0
<INVENTORY> 10,102
<CURRENT-ASSETS> 20,975
<PP&E> 35,312
<DEPRECIATION> 8,815
<TOTAL-ASSETS> 66,838
<CURRENT-LIABILITIES> 5,072
<BONDS> 10,887
0
0
<COMMON> 342
<OTHER-SE> 42,785
<TOTAL-LIABILITY-AND-EQUITY> 66,838
<SALES> 12,985
<TOTAL-REVENUES> 12,985
<CGS> 8,005
<TOTAL-COSTS> 8,005
<OTHER-EXPENSES> 4,116
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138
<INCOME-PRETAX> 729
<INCOME-TAX> 197
<INCOME-CONTINUING> 532
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 532
<EPS-BASIC> 0.25
<EPS-DILUTED> 0.24
</TABLE>
