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 June 30, 1995
Commission File Number 0-10745
DATA SWITCH CORPORATION
______________________________________________________
(Exact name of Registrant as specified in its Charter)
DELAWARE 06-0962862
_______________________________ ____________________________
(State or other jurisdiction of (IRS Employer Identification
incorporation) Number)
One Waterview Drive, Shelton, Connecticut 06484
_________________________________________ ___________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (203) 926-1801
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 filing requirements for
the past 90 days, [X] YES [ ] NO.
Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock at June 30, 1995.
Securities registered pursuant to Section 12(b) of the Act.
Title of Each Class Number of Shares Outstanding
Common Stock, $.01 par value, 12,576,299
with Purchase Rights attached
Common Stock Purchase Warrants 10,112
(expiring December 31, 1995)
DATA SWITCH CORPORATION
INDEX
PAGE NO.
PART I. UNAUDITED CONSOLIDATED CONDENSED
FINANCIAL INFORMATION
Consolidated Balance Sheets as of June 30, 1995 and
December 31, 1994 2
Consolidated Statements of Operations for the three
and six months ended June 30, 1995 and June 30, 1994 3
Consolidated Statements of Cash Flows for the six months
ended June 30, 1995 and June 30, 1994 4
Notes to Unaudited Consolidated Condensed Financial
Statements 5-6
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(11) Computation of Earnings Per Share
for the three and six months ended
June 30, 1995 and June 30, 1994 10
<TABLE>
DATA SWITCH CORPORATION
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1995, (unaudited), AND DECEMBER 31, 1994
(000's except share data)
<CAPTION>
June 30, December 31,
1995 1994
_________ ____________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 12,988 $ 7,757
Accounts receivable
(net of allowance for doubtful
accounts of $422 in 1995
and $553 in 1994) 18,275 18,713
Income taxes receivable - 161
Lease receivables, net 1,108 1,475
Inventories 13,693 14,672
Prepaid expenses and other 905 646
__________ _________
Total current assets 46,969 43,424
Long-term lease receivables, net 2,342 3,288
Property, plant & equipment, net 9,029 7,988
Other 2,752 2,988
__________ _________
Total assets $ 61,092 $ 57,688
========== =========
Current liabilities:
Accounts payable, trade $ 5,020 $ 4,525
Short-term debt 1,458 1,578
Current portion of
long-term debt 212 18
Accrued compensation 1,753 2,081
Other accrued liabilities 4,255 5,098
Income taxes payable 1,212 801
Other taxes payable 676 508
Current portion of capital
lease obligations 221 237
__________ _________
Total current liabilities 14,807 14,846
Long-term debt 20,893 19,591
Capital lease obligations,
less current portion 596 506
Deferred income taxes 146 130
Contingencies - -
Shareholders' equity:
Common stock, $.01 par value;
authorized 20,000,000 shares;
issued 12,612,671 and
and 12,425,320 shares
June 30, 1995 and
December 31, 1994,
respectively 126 124
Additional paid-in capital 51,105 50,669
Accumulated deficit (25,815) (27,724)
Cumulative translation
adjustment (56) (165)
Less:
Notes Receivables (500) -
Treasury stock, at cost
(36,372 shares at
June 30, 1995 and 48,429
shares at December 31, 1994) (210) (289)
__________ _________
Total shareholders' equity 24,650 22,615
__________ _________
Total liabilities and
shareholders' equity $ 61,092 $ 57,688
========== =========
<FN>
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<TABLE>
DATA SWITCH CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(000's except per share data)
(unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
Revenues: 1995 1994 1995 1994
________ ________ ________ ________
<S> <C> <C> <C> <C>
Product revenues $ 19,632 $ 17,399 $ 37,685 $ 33,959
Service revenues 5,327 4,819 10,370 9,469
_________ _________ _________ _________
Revenues, net 24,959 22,218 48,055 43,428
Cost of revenues:
Cost of product revenues 11,028 9,435 21,082 18,397
Cost of service revenues 3,008 2,881 5,957 5,627
_________ _________ _________ _________
Cost of revenues 14,036 12,316 27,039 24,024
Gross profit 10,923 9,902 21,016 19,404
Operating expenses:
Selling, general and
administrative 6,132 5,996 12,166 12,108
Engineering and
development 2,432 2,849 4,932 5,591
Relocation expense 332 - 433 -
_________ _________ _________ _________
Total operating expenses 8,896 8,845 17,531 17,699
Income from operations 2,027 1,057 3,485 1,705
Other income (expense):
Interest expense (475) (482) (951) (1,010)
Foreign exchange
gain/(loss) (13) 79 4 126
Other, net 202 22 237 19
_________ _________ _________ _________
Total other income
(expense) (286) (381) (710) (865)
Income before income
taxes 1,741 676 2,775 840
Provision for income
taxes 612 219 974 268
_________ _________ _________ _________
Income before extra-
ordinary gain 1,129 457 1,801 572
Extraordinary gain on
repurchase of debt 13 - 108 -
_________ _________ _________ _________
Net income $ 1,142 $ 457 $ 1,909 $ 572
========= ========= ========= =========
Primary earnings per
share before extra-
ordinary gain $ 0.09 $ 0.04 $ 0.14 $ 0.05
========= ========= ========= =========
Primary earnings per
share $ 0.09 $ 0.04 $ 0.15 $ 0.05
========= ========= ========= =========
Fully diluted earnings
per share $ 0.09 (a) (a) (a)
========= ========= ========= =========
Weighted average number
of common shares
outstanding 12,887 12,333 12,801 12,325
========= ========= ========= =========
<FN>
(a) Not presented as a result of being anti-dilutive.
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
<TABLE>
DATA SWITCH CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's)
(unaudited)
<CAPTION>
Six Months Ended
June 30,
1995 1994
________ ________
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,909 $ 572
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation 1,528 1,791
Goodwill amortization 86 85
Extraordinary gain (108) -
Deferred income taxes - (23)
Changes in operating assets
and liabilities:
(Increase) decrease in:
Receivables 1,945 4,766
Inventories 1,035 3,743
Prepaid expenses
and other (72) 213
Increase (decrease) in:
Accounts payable, trade 484 (2,351)
Accruals (1,248) (1,694)
Income taxes payable 335 246
Other taxes payable 147 (184)
Other, net 96 (251)
_________ _________
Net cash provided by operating activities 6,137 6,913
Cash flows from investing activities:
Property, plant and equipment additions (2,537) (959)
Loan to shareholder (500) -
_________ _________
Net cash used in investing activities (3,037) (959)
_________ _________
Net cash provided before financing
activities 3,100 5,954
Cash flows from financing activities:
Net payments of short-term debt 19 -
Proceeds under long-term borrowings 4,914 14,572
Principal payments and repurchases
under-term borrowings (3,335) (20,627)
Proceeds from issuance of common stock 517 208
_________ _________
Net cash provided (used) by
financing activities 2,115 (5,847)
Effect of exchange rate changes on cash 16 59
_________ _________
Net increase in cash and cash equivalents 5,231 166
Cash and cash equivalents at
beginning of the period 7,757 491
_________ _________
Cash and cash equivalents at
end of the period $ 12,988 $ 657
========= =========
Supplemental disclosures of
cash flow information:
Cash paid during the period for:
Interest $ 896 $ 953
Income taxes $ 408 $ 30
<FN>
The accompanying notes are an integral part of the consolidated
financial statements.
</TABLE>
DATA SWITCH CORPORATION
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited
consolidated condensed financial statements contain all adjustments
necessary, consisting of normal recurring items, to fairly present
the financial position of the Company as of June 30, 1995 and the
results of operations for the six months ended June 30, 1995 and
1994 and cash flows for such six month periods. The December 31,
1994 condensed balance sheet data was derived from audited
financial statements, but does not include all disclosures required
by generally accepted accounting principles. The financial
statements contained herein should be read in conjunction with the
financial statements and related notes included in Form 10-K for
the year ended December 31, 1994 as filed with the Securities and
Exchange Commission.
2. Inventories consist of (000's):
June 30, 1995 December 31, 1994
_____________ _________________
Raw materials $ 10,008 $ 8,266
Systems in process 948 1,541
Finished goods 1,299 3,392
Demo equipment 1,438 1,473
$ 13,693 $ 14,672
3. In March of 1993, the Company entered into a long-term
revolving line of credit agreement with People's Bank providing for
domestic borrowings of up to $8,000,000, of which $5,750,000 was
available as of June 30, 1995 based on a formula of eligible
receivables (as defined). The credit facility is collateralized by
a first lien on substantially all of the Company's assets, and the
agreement contains, among other provisions and covenants, the
following: (1) subordination of all existing and future
indebtedness (as defined) of the Company to the indebtedness under
the credit facility; (2) limitations on dividend payments, stock
purchases and subordinated debt repurchases; (3) maintenance of
levels of Consolidated Adjusted Tangible Net Worth (as defined) and
(4) achievement of various financial ratios. The Company is
required to pay a commitment fee equal to 1% of the unused
borrowings under the line of credit. The loans mature on March 1,
1996, and bear interest at the People's prime rate plus 1-1/4%.
In March 1995 the Company entered into a new
international overdraft line of credit with National
Westminster Bank Plc, enabling its foreign subsidiaries to borrow
up to an aggregate of $2,250,000 of which $792,000 was available as
of June 30, 1995. Borrowings under this line of credit are payable
upon demand, are available until September 30, 1995, and are
secured by a standby letter of credit and the cross guarantees of
the Company and its subsidiaries. The loans bear interest at the
rate of National Westminster's prime rate plus 1%. As the letter
of credit securing this loan was funded under the Company's
domestic credit line, the Company's borrowing ability under its
domestic line of credit has been reduced for the aggregate amount
of $2,250,000 so long as this facility remains available.
In August 1994 the Company received a grant of $100,000
and a loan of $100,000 from the State of Connecticut in connection
with the relocation of its manufacturing facility to Orange,
Connecticut in 1992. The loan is payable monthly over five years
at a rate of 5% per annum.
In March 1995 the Company received a mortgage loan of
$2,500,000 from the State of Connecticut related to the purchase of
its new facility in Shelton, Connecticut. The loan is payable
monthly over 10 years. The rate is adjusted annually at 1% below
LIBOR. The rate for 1995 is 5.75%.
In January 1995 the Company repurchased $750,000 face
amount of its 8 1/4% convertible subordinated debentures. This
repurchase resulted in an extraordinary gain of $95,000, net of
income taxes and related deferred issuance costs.
In April 1995 the Company repurchased $199,000 face
amount of its 9% convertible subordinated debentures. This
repurchase resulted in an extraordinary gain of $13,000, net of
income taxes and related deferred issuance costs.
4. In January 1995, the Company made a loan to Mr. Greene,
founder of the Company and former Chairman of the Board of
Directors, in the amount of $500,000, collateralized by a pledge of
400,000 shares of the Company's common stock, to be repaid in
thirty six (36) equal monthly installments commencing on January 1,
1997, plus interest at the rate charged to the Company by its
principal lender, plus 1%, which interest payments began upon the
effective date of the agreement. In consideration for this loan,
Mr. Greene granted to the Company an option to purchase 200,000
shares of the pledged stock at a price of $3.00 per share, and a
right of first refusal to purchase any other shares of common stock
which Mr. Greene may desire to sell in a private sale transaction.
5. On May 8, 1995 the Company entered into an Agreement and
Plan of Merger ("Merger Agreement") with General Signal Corporation
("General Signal") and a direct wholly-owned subsidiary of General
Signal, pursuant to which the Company has agreed, subject to
regulatory approvals and the approval of the Shareholders of the
Company, to an exchange of shares of the Company into shares of
General Signal. The exchange rat will be the ratio obtained by
dividing $4.55 by the average market value of the shares of General
Signal, so long as General Signal's shares trade at an average of
between $31 and $43 per share during the during the thirty (30)
trading-day period ending on the last day before the scheduled
special meeting of shareholders of the Company.
The Merger Agreement contains provisions with respect to
representations and warranties and covenants of both parties. In
the event of termination due to certain circumstances, the Company
may be obligated to pay General Signal's expenses in connection
with the Agreement of up to $1.5 million plus an additional fee of
up to $2.4 million. In connection with the merger, Richard E.
Greene, the largest single shareholder of the Company, has entered
into a Letter Agreement with General Signal, approved by the
Company, which provides for his support of the Agreement, and his
proxy to vote for the Merger Agreement and against approval or
ratification of any other acquisition agreed to repay to the
Company the principal amount of all outstanding loans at least 30
days prior to the consummation of the merger.
DATA SWITCH CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company reported net income for the second quarter of 1995 of
$1,142,000, including a $13,000 extraordinary gain on the
repurchase of debentures, compared with net income of $457,000 in
the second quarter of 1994. The Company reported net income for
the six months ended June 30, 1995 of $1,909,000, including a
$108,000 extraordinary gain on the repurchase of debentures,
compared with $572,000 for the same time period in 1994.
Revenues for the three and six months ended June 30, 1995 increased
12.3% to $24,959,000 and 10.7% to $48,055,000, respectively, from
the comparable 1994 period. Both domestic and international
revenues increased over the 1994 period, due largely to greater
sales of the Company's director product line. This increased
revenue was partially offset by a decrease in sales of the
Company's traditional product lines. Service revenues for the
three and six months ended June 30, 1995 were 10.5% and 9.5% higher
than in the comparable 1994 period, due principally to an increase
in domestic service revenues.
The gross profit margin for the second quarter of 1995 was 43.8%,
down from second quarter 1994 margins of 44.6%, reflecting the
increase in sales of the less profitable director product line.
The gross profit margin for the first half of 1995 decreased 1.0%
to 43.7% from the first half of 1994, primarily due to a changing
product mix partially offset by manufacturing efficiencies.
Service margins for the second quarter and first half of 1995 were
43.5% and 42.6%, compared with 40.2% and 40.6% for the second
quarter and first half of 1994, as a result of increased revenues
without any significant increase in the cost of service revenues.
Selling, general and administrative expense-to-revenue ratio for
the second quarter of 1995 decreased to 24.6%, compared with 27.0%
in 1994. Actual expenses for the second quarter increased $136,000
compared with the second quarter of 1994, due primarily to higher
commission and bonus accruals due to improved results. These are
partially offset by lower personnel costs. The expense-to-revenue
ratio decreased to 25.3% for the first half of 1995, as compared
with 27.9% for 1994, as a result of a higher revenue base in 1995.
Actual expenses were $58,000 higher in the first half of 1995 than
in the first half of 1994.
Engineering and development expenditures for the three and six
month periods ended June 30, 1995 decreased to 9.7% and 10.3% of
revenues, versus 12.8% and 12.9% of revenues for comparable periods
in 1994. Actual expenditures in the second quarter and first half
of 1995 decreased by $417,000 and $659,000, respectively, from
expenditures in the second quarter and first half of 1994,
reflecting a reduction in personnel costs offset by bonuses due to
improved results and savings due to facilities consolidation.
Costs related to the consolidation of the Company's Connecticut
facilities into one building was $332,000 for the second quarter
and $433,000 for the first half of 1995. This consolidation will
be finalized in the third quarter of 1995.
Interest expense for the second quarter and first half of 1995
decreased 1.5% and 5.8%, respectively, from the comparable 1994
period as a result of lower debt levels. During the first quarter
of 1995 the Company repurchased $750,000 face amount of 8 1/4%
convertible subordinated debentures which resulted in an
extraordinary gain of $95,000, net of taxes and related deferred
issuance costs. In the second quarter the Company repurchased
$199,000 face amount of 9% convertible subordinated debentures,
which resulted in an extraordinary gain of approximately $13,000,
net of taxes and related issuance costs.
Provision for income taxes was $612,000 and $974,000 for the three
and six month periods ended June 30, 1995, respectively, based on
the estimated annual effective tax rate of 35%, versus a provision
of $219,000 and $268,000 for the second quarter and first half of
1994 at an effective tax rate of 32%. The estimated tax rate for
1995 is higher than the federal statutory rate of 34.0% because of
state taxes and higher international taxes, partially offset by
anticipated utilization of loss carryforwards and tax credits.
On May 8, 1995 the Company entered into an Agreement and Plan of
Merger with General Signal Corporation and a direct wholly-owned
subsidiary of General Signal pursuant to which the Company agreed
to an exchange of shares of the Company into shares of General
Signal (See Note 5).
In March, 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of". This statement establishes accounting
standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill related to those assets to
be held and used for long-lived assets and certain identifiable
intangibles to be disposed of. Implementation of the statement is
required for fiscal years beginning after December 15, 1995. The
Company is in the process of reviewing the statement and as of this
date has not determined its impact. The Company has not determined
whether it will adopt the statement prior to the required date.
Liquidity and Capital Resources
_______________________________
The Company generated $3,100,000 of cash before financing
activities in the first half of 1995, compared with generating
$5,954,000 in the first half of 1994. Working capital at June 30,
1995 increased by $3,584,000 from December 31, 1994 as a result of
a significant increase in cash partially offset by lower
inventories and accounts receivable and increased accounts payable.
The ratio of current assets to current liabilities is 3.2:1 at June
30, 1995. In addition to selling its products, the Company also
leases it products under sales-type lease agreements. These lease
receivables are available for sale as a source of financing.
In November 1994, the Company purchased an 83,000 square foot
facility in Shelton, Connecticut and adjacent land for the purchase
price of $3.1 million. This facility serves as the Company's
corporate headquarters and manufacturing plant as the leases for
the company's facilities in Shelton and Orange, Connecticut expired
in mid-1995. The Company intends to spend approximately $1.2
million in additional capital improvements on the facility,
including the addition of 11,000 square feet of warehouse space.
The Company financed its new Shelton facility with a $2,500,000 low
interest State of Connecticut mortgage loan. Short-term debt
consisted of $1,458,000 of international borrowings. The current
portion of long-term debt consisted of $19,000 of the State of
Connecticut loan and $193,000 of the State of Connecticut mortgage
loan. Long-term debt consisted of $18,566,000 of convertible
subordinated debentures, $67,000 of the State of Connecticut loan,
and $2,260,000 for the State of Connecticut mortgage loan. The
Company had $6,542,000 of its $8,000,000 domestic and international
revolving line of credit available at June 30, 1995.
In the opinion of management, existing financial resources,
including cash anticipated to be generated by operations and
available under existing credit facilities, will be adequate to
meet current and expected operating and capital requirements.
Impact of Inflation
___________________
Inflation did not have a significant impact on the Company during
1994 and is not expected to do so in 1995.
DATA SWITCH CORPORATION
SIGNATURES
Pursuant to the requirements of Section 13 or 15(b) 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.
DATA SWITCH CORPORATION
(Registrant)
Date: August 11, 1995 /s/ William J. Lifka
__________________________________
William J. Lifka
Chairman and
Chief Executive Officer
Date: August 11, 1995 /s/ W. James Whittle
__________________________________
W. James Whittle
President and
Chief Financial Officer
<TABLE>
Exhibit 11
DATA SWITCH CORPORATION
COMPUTATION OF EARNINGS PER SHARE
(000's except per share data)
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1995 1994 1995 1994
_________ _________ ________ _________
<S> <C> <C> <C> <C>
Primary
_______
Shares outstanding at
the beginning
of the period 12,486 12,290 12,377 12,176
Weighted average
number of shares
issued and
issuable share
equivalents 401 43 424 149
________ _________ _________ _________
Weighted average
number of common
shares outstanding 12,887 12,333 12,801 12,325
========= ========= ========= =========
Income before extra-
ordinary gain $ 1,129 $ 457 $ 1,801 $ 572
========= ========= ========= =========
Net income $ 1,142 $ 457 $ 1,909 $ 572
========= ========= ========= =========
Primary earnings per
share before extra-
ordinary gain $ 0.09 $ 0.04 $ 0.14 $ 0.05
========= ========= ========= =========
Primary earnings
per share $ 0.09 $ 0.04 $ 0.15 $ 0.05
========= ========= ========= =========
</TABLE>
<TABLE>
<CAPTION>
Fully Diluted
_____________
<S> <C> <C> <C> <C>
Shares outstanding at
the beginning of
the period 12,486 12,290 12,377 12,176
Weighted average number
of shares issued
and issuable share
equivalents 482 61 465 158
Assumed conversion of
debentures 2,683 2,820 2,683 2,820
_________ _________ _________ _________
Weighted average number
of shares issued
and issuable share
equivalents as
adjusted for full
dilution 15,651 15,171 15,525 15,154
========= ========= ========= =========
Income before extra-
ordinary gain $ 1,129 $ 457 $ 1,801 $ 572
========= ========= ========= =========
Net income $ 1,142 $ 457 $ 1,909 $ 572
========= ========= ========= =========
Adjustment for interest,
net of tax, on
convertible debentures 231 243 465 486
_________ _________ _________ _________
Adjusted net income
before extraordinary
gain $ 1,360 $ 700 $ 2,266 $ 1,058
========= ========= ========= =========
Adjusted net income $ 1,373 $ 700 $ 2,374 $ 1,058
========= ========= ========= =========
Fully diluted earnings
per share before extra-
ordinary gain $ 0.09 $ 0.05(a) $ 0.15(a) $ 0.07(a)
========= ========= ========= =========
Fully diluted earnings
per share $ 0.09 $ 0.05(a) $ 0.15(a) $ 0.07(a)
========= ========= ========= =========
<FN>
(a) These calculations are submitted in accordance with SEC
Release No. 9083, although they are not in accordance with APB
opinion No. 15 because the additional incremental shares are
anti-dilutive and increase/decrease the reported net income per
share.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1994
<CASH> 12,988
<SECURITIES> 0
<RECEIVABLES> 18,697
<ALLOWANCES> 422
<INVENTORY> 13,693
<CURRENT-ASSETS> 46,969
<PP&E> 29,565
<DEPRECIATION> 20,536
<TOTAL-ASSETS> 61,092
<CURRENT-LIABILITIES> 14,807
<BONDS> 18,566
<COMMON> 125
0
0
<OTHER-SE> 24,525
<TOTAL-LIABILITY-AND-EQUITY> 61,092
<SALES> 48,055
<TOTAL-REVENUES> 48,055
<CGS> 27,039
<TOTAL-COSTS> 27,039
<OTHER-EXPENSES> (240)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 951
<INCOME-PRETAX> 2,775
<INCOME-TAX> 974
<INCOME-CONTINUING> 1,801
<DISCONTINUED> 0
<EXTRAORDINARY> 108
<CHANGES> 0
<NET-INCOME> 1,909
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
