SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 ended September 30, 1999
Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _______________
Commission file number 0-13470
------------------------------------------
NANOMETRICS INCORPORATED
- ------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2276314
- ---------------------------------- ----------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
310 DeGuigne Drive, Sunnyvale, CA 94086
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 746-1600
-----------------------
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
----- -----
At October 15, 1999 there were 8,920,127 shares of common stock, no par value,
issued and outstanding.
1
<PAGE>
NANOMETRICS INCORPORATED
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets -
September 30, 1999 and December 31, 1998 . . . . . . . .. 3
Consolidated Statements of Income -
Three months and nine months ended
September 30, 1999 and 1998 . . . . . . . . . . . . . . 4
Consolidated Statements of Cash Flows -
Nine months ended September 30, 1999 and 1998 . . . . . 5
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations . . . . . 8
Item 3. Quantitative and Qualitative Disclosures
About Market Risk . . . . . . . . . . . . . . . . . . . 11
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
NANOMETRICS INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except share amounts)
(Unaudited)
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,030 $ 1,518
Short-term investments 11,876 9,913
Accounts receivable, net of
allowances of $423 and $420 9,873 8,458
Inventories 9,934 11,719
Deferred income taxes 1,446 1,441
Prepaid expenses and other 1,164 2,328
--------- ----------
Total current assets 37,323 35,377
PROPERTY, PLANT AND EQUIPMENT, NET 2,585 2,481
DEFERRED INCOME TAXES 548 560
OTHER ASSETS 790 887
--------- ----------
TOTAL $ 41,246 $ 39,305
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,843 $ 1,395
Accrued payroll and related expenses 787 317
Other current liabilities 1,391 1,720
Income taxes payable 211 -
Current portion of long-term debt 567 1,324
--------- ----------
Total current liabilities 4,799 4,756
DEFERRED RENT 63 43
DEBT OBLIGATIONS 2,340 2,496
--------- ----------
Total liabilities 7,202 7,295
--------- ----------
SHAREHOLDERS' EQUITY:
Common stock, no par value; 25,000,000 shares
authorized; 8,891,794 and 8,690,643 outstanding 14,923 14,170
Retained earnings 18,977 17,974
Accumulated other comprehensive gain (loss) 144 (134)
--------- ----------
Total shareholders' equity 34,044 32,010
--------- ----------
TOTAL $ 41,246 $ 39,305
=========== ==========
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
3
<PAGE>
<TABLE>
NANOMETRICS INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
NET REVENUES:
Product sales $ 8,717 $ 6,249 $ 20,450 $ 25,572
Service 1,104 756 3,083 2,699
--------- --------- --------- --------
Total net revenues 9,821 7,005 23,533 28,271
--------- -------- --------- --------
COSTS AND EXPENSES:
Cost of product sales 3,976 2,813 9,512 10,471
Cost of service 1,176 835 3,297 2,787
Research and development 1,099 886 3,209 3,180
Acquired in-process research and
development - - - 1,421
Selling 1,519 1,366 4,105 4,467
General and administrative 730 614 2,095 2,093
--------- -------- --------- --------
Total costs and expenses 8,500 6,514 22,218 24,419
--------- -------- --------- --------
OPERATING INCOME 1,321 491 1,315 3,852
--------- -------- --------- --------
OTHER INCOME (EXPENSE):
Interest income 171 146 483 463
Interest expense (22) (23) (63) (69)
Other, net 67 42 (26) (106)
--------- -------- ---------- ---------
Total other income, net 216 165 394 288
--------- -------- --------- ---------
INCOME BEFORE PROVISION FOR
INCOME TAXES 1,537 656 1,709 4,140
PROVISION FOR INCOME TAXES 637 262 706 1,627
--------- -------- --------- --------
NET INCOME $ 900 $ 394 $ 1,003 $ 2,513
========= ======== ========= ========
NET INCOME PER SHARE:
Basic $ .10 $ .05 $ .11 $ .29
========= ======== ========= ========
Diluted $ .10 $ .04 $ .11 $ .28
========= ======== ========= ========
SHARES USED IN PER SHARE
COMPUTATION:
Basic 8,823 8,669 8,760 8,618
========== ======== ========= ========
Diluted 9,347 9,074 9,242 9,018
========== ======== ========= ========
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
4
<PAGE>
<TABLE>
NANOMETRICS INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30,
1999 1998
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,003 $ 2,513
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 159 191
Deferred rent 20 19
Purchase of in-process research and development - 1,421
Deferred taxes 19 (660)
Changes in assets and liabilities net of effects of
product line acquisition:
Accounts receivable (1,201) 908
Inventories 1,906 (2,769)
Prepaid expenses and other current assets 1,286 136
Accounts payable and other current liabilities 501 (342)
Income taxes payable 211 (29)
------------- -------------
Net cash provided by operating activities 3,904 1,388
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments (16,790) (12,823)
Sales/maturities of short-term investments 14,827 13,498
Capital expenditures (100) (170)
Other assets
Product line acquisition - (3,038)
------------- -------------
Net cash used in investing activities (2,063) (2,533)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of long-term debt (1,106) (551)
Issuance of common stock 753 603
------------- -------------
Net cash provided by (used in) financing activities (353) 52
------------- -------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 24 125
------------- -------------
NET CHANGE IN CASH AND EQUIVALENTS 1,512 (968)
CASH AND EQUIVALENTS, beginning of period 1,518 3,656
------------- -------------
CASH AND EQUIVALENTS, end of period $ 3,030 $ 2,688
============= =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid for interest $ 63 $ 73
============= =============
Cash paid for income taxes $ - $ 2,223
============= =============
<FN>
See Notes to Consolidated Financial Statements
</FN>
</TABLE>
5
<PAGE>
NANOMETRICS INCORPORATED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 Consolidated Financial Statements
The consolidated financial statements include the accounts of Nanometrics
Incorporated and its wholly owned subsidiaries. All significant inter-company
accounts and transactions have been eliminated.
While the quarterly financial statements are unaudited, the financial
statements included in this report reflect all adjustments (consisting only of
normal recurring adjustments) which the Company considers necessary for a fair
presentation of the results of operations for the interim periods covered and of
the financial condition of the Company at the date of the interim balance sheet.
The operating results for interim periods are not necessarily indicative of the
operating results that may be expected for the entire year. The information
included in this report should be read in conjunction with the information
included in the Company's 1998 Annual Report on Form 10-K filed with the
Securities and Exchange Commission.
Note 2. Inventories
<TABLE>
Inventories are stated at the lower of cost (first-in, first-out) or
market and consist of the following (in thousands):
<CAPTION>
September 30, December 31,
1999 1998
--------- ----------
<S> <C> <C>
Raw materials and subassemblies $ 5,122 $ 3,859
Work in process 2,379 2,253
Finished goods 2,433 5,607
--------- ----------
$ 9,934 $ 11,719
========= ==========
</TABLE>
Note 3. Other Current Liabilities
<TABLE>
Other current liabilities consist of the following (in thousands):
<CAPTION>
September 30, December 31,
1999 1998
--------- ----------
<S> <C> <C>
Commissions payable $ 354 $ 366
Accrued warranty 528 581
Other 509 773
--------- ----------
$ 1,391 $ 1,720
========= ==========
</TABLE>
Note 4. Net Income Per Share
<TABLE>
The reconciliation of the share denominator used in the basic and diluted
net income per share computations are as follows (in thousands):
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
1999 1998 1999 1998
---------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
Weighted average common shares
outstanding-shares used in basic
net income per share computation 8,823 8,669 8,760 8,618
Dilutive effect of common stock equivalents,
using the treasury stock method 524 405 482 400
---------- ---------- ---------- ---------
Shares used in dilutive net income
per share computation 9,347 9,074 9,242 9,018
========== ========== ========== =========
</TABLE>
6
<PAGE>
During the three and nine month periods ended September 30, 1999 and
1998, the Company had common stock options outstanding which could potentially
dilute basic net income per share in the future, but were excluded from the
computation of diluted net income per share as the common stock options'
exercise prices were greater than the average market price of the common shares
for the period. At September 30, 1999, 38,000 such common stock options with a
weighted average exercise price of $9.00 per share were excluded from the
diluted net income per share computations.
Note 5. Comprehensive Income
For the three months ended September 30, 1999 and 1998, comprehensive
income, which consisted of net income for the periods and changes in accumulated
translation adjustments, was $1,293,000 and $558,000, respectively. For the nine
months ended September 30, 1999 and 1998, comprehensive income was $1,281,000
and $2,549,000, respectively.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Results of Operations
Total net revenues for the three months ended September 30, 1999 were
$9,821,000, an increase of $2,816,000 or 40% from the comparable period in 1998.
For the nine months ended September 30, 1999, total net revenues of $25,533,000
decreased by $4,738,000 or 17% from the comparable period in 1998. Product sales
of $8,717,000 for the three months ended September 30, 1999, increased
$2,468,000 or 39% as compared with the same period in 1998. This increase
resulted from stronger sales of the Company's products particularly in the U.S.
and the Far East. Product sales of $20,450,000 for the nine months ended
September 30, 1999, decreased $5,122,000 or 20% as compared with the same period
in 1998. This decrease in product sales resulted from slower worldwide demand
from the semiconductor industry during the first half of 1999. Service revenue
of $1,104,000 and $3,083,000 for the three months and nine months ended
September 30, 1999, respectively, increased $348,000 or 46% and $384,000 or 14%,
respectively, as compared to the same periods in 1998. These increases in
service revenue are primarily attributable to higher sales of accessories in the
U.S. and Japan.
Cost of product sales as a percentage of product sales increased
slightly to 46% in the third quarter of 1999 from 45% in the third quarter of
1998. Cost of product sales as a percentage of product sales increased to 47% in
the nine months ended September 30, 1999 from 41% for the same period in 1998
primarily because of lower sales volume in the first half of 1999 resulting in
higher per unit manufacturing costs. Cost of service as a percentage of service
revenue decreased to 107% in the third quarter of 1999 from 110% in the third
quarter of 1998 primarily as a result of higher service sales. Cost of service
as a percentage of service revenue increased to 107% in the nine months ended
September 30, 1998 from 103% for the same period in 1998 as a result of higher
service costs needed to support the Company's growing installed base of systems
at customer locations.
Research and development expenses for the three month and nine month
periods ended September 30, 1999 increased $213,000 or 24% and $29,000 or 1%
respectively, compared to the same periods in 1998 as the Company continued to
commit its resources to the development of new and improved products.
In the first quarter of 1998, the Company paid approximately $3.2
million for the assets and in-process research and development related to OSI's
Metra product line. Of this purchase price, $1,421,000 related to the value of
in-process research and development that had no alternative future use and was
charged to expense in the accompanying consolidated statement of income for the
nine months ended September 30, 1998.
Selling expenses in the third quarter of 1999 increased by $153,000 or
11% compared to the third quarter of 1998 as a result of higher expenses
associated with increased sales. Selling expenses for the nine months ended
September 30, 1999 decreased $362,000 or 8% compared to the same period in 1998
primarily because of lower expenses associated with lower sales in the first
half of 1999.
General and administrative expenses for the third quarter of 1999
increased by $116,000 or 19% compared to the third quarter of 1998 due to
spending associated with the increased level of operations in the third quarter
of 1999. General and administrative expenses for the nine month period ended
September 30, 1999 increased slightly by $2,000 compared to the same period in
1998.
Other income (expense), net for the three month and nine month periods
ended September 30, 1999 increased $51,000 or 31% and $106,000 or 37%
respectively, from the comparable periods in 1998 due primarily to exchange rate
gains and higher interest income in 1999.
The Company reported an operating income of $1,321,000 and net income
of $900,000 for the third quarter of 1999 compared to an operating income of
$491,000 and net income of $394,000 for the same period in 1998. For the first
nine months of 1999, the Company reported an operating income of $1,315,000 and
net income of $1,003,000 which compared to an operating income of $3,852,000 and
net income of $2,513,000 for the same period in 1998.
8
<PAGE>
Liquidity and Capital Resources
At September 30, 1999, the Company had working capital of $32,524,000
compared to $30,621,000 at December 31, 1998. The current ratio at September 30,
1999 was 7.8 to 1. The Company believes working capital including cash and
short-term investments of $14,906,000 will be sufficient to meet its needs at
least through the next twelve months. Operating activities for the first nine
months of 1999 provided cash of $3,904,000 primarily from net income and
decreased inventory, while the net purchases of short-term investments used
$1,963,000, capital expenditures used $100,000, debt repayment used $1,106,000
and issuance of common stock provided $753,000.
Year 2000 Issues
Many computer systems are expected to experience problems handling dates around
the year 2000 ("Y2K"). The Y2K issue is the result of many currently installed
computer programs being written using two digits rather than four to define the
applicable year. As a result, these computer programs are unable to distinguish
between 21st century dates and 20th century dates and could cause computer
system failures or miscalculations that result in significant business
disruptions. Described below are the actions the Company has taken, and plans to
take, to address the potential problems resulting as systems attempt to handle
dates around the millennium.
State of Readiness The Company's upper management has discussed and agreed upon
a comprehensive plan to address its Y2K issues. The Y2K plan includes the
following activities: gathering data and taking inventory; testing systems and
products to evaluate Y2K compliance; execution of remediation activities to fix
non-compliant products and systems; and monitoring and testing products and
systems on an ongoing basis. The major business areas impacted are:
Products: Many of the Company's products incorporate computer software to
control certain add-on features and functionality. The Company's products
are measurement tools and Y2K issues arise in the Company's products where
database functions are used (e.g. storage of measurement data). The Company
has completed testing and evaluation of its products for Y2K compliance. As
a result of such evaluation, the Company believes that: (i) its current
product lines are Y2K compliant; (ii) upgrades are currently available for
non-Y2K compliant automated products; and (iii) as database functionality
is not used in certain older obsolete products and in non-automated
systems, Y2K compliance is not believed to be an issue.
Procurement: Critical suppliers have been contacted and status of products
and internal systems have been verified. Y2K compliance by the Company's
suppliers is not believed to be an issue.
Manufacturing: The Company believes that its assembly and test equipment
and its primary manufacturing application software system are now Y2K
compliant.
Information Technology Systems ("IT"): The Company has purchased a Y2K
upgrade license from its IT vendor and has installed the upgrade in its IT
system.
Facilities and Infrastructure: An assessment of the Y2K readiness of owned
and leased assets has been performed and the only system which will require
upgrade or replacement is the voicemail system.
Costs The Company has completed its evaluation of the required activities to
address the Y2K issues, and the Company currently believes that the estimated
costs of Y2K compliance efforts are not expected to be material to the Company.
Risks The Company believes the most reasonably likely worst case Y2K scenarios
include the following:
9
<PAGE>
Customers could change their buying patterns in a number of ways, including
accelerating or delaying purchases of, or replacement of, the Company's products
and services.
The Company could experience a disruption in service to its customers as a
result of the failure of third party products, including the following: third
party products which are non-compliant and are incorporated into the Company's
products could cause the products to fail; a breakdown in telephone, e-mail,
voicemail, could impact the responsiveness of the Company's customer service
department; Y2K problems at a number of the Company's suppliers including banks,
telephone companies and the United States Postal Service could have a pervasive
impact on the Company's business as a whole; and product features that rely on
date parameters (generally date dependent routings and operating reports) could
malfunction.
Although the Company's products are undergoing both Y2K specific, and its normal
testing procedures, its products may not contain all of the necessary date code
or other changes to operate in the year 2000. Any failure of such products to
perform could result in: claims and lawsuits against the Company; significantly
impaired customer satisfaction resulting in customers withholding cash owed to
the Company and delaying or canceling orders; and managerial and technical
resources being diverted away from product development and other business
activities.
Any of the above stated consequences, in addition to others which the Company
cannot yet foresee, could have a significant adverse impact on the Company's
business, operating results and financial condition.
Contingency Plan The Company currently believes that its plan is adequate to
address its Y2K issues, and accordingly, does not believe that it is practical
to develop a comprehensive contingency plan. In the event that its current plan
is not adequate to address the Y2K issues, the Company believes that there will
be adequate time to establish and implement a contingency plan. Once a
contingency plan is implemented, however, the Company cannot be certain that
such a plan would prevent significant Y2K problems from having a material
adverse effect on the Company's business, operating results and financial
condition.
Patent Issues
The Company is currently discussing patent issues with Therma-Wave Inc. The
Company believes that Therma-Wave's Opti-Probe product line may infringe on a
patent issued to the Company relating to absolute reflectance measurement.
Therma-Wave alleges that some of the Company's film thickness products may
infringe on a Therma-Wave patent relating to the combination of a
spectrophotometer with a spectroscopic ellipsometer. Although the Company
believes that none of its products infringe on the Therma-Wave patent, there can
be no assurance that the resolution of this matter will not have a material
adverse effect on the Company's future business, financial condition or results
of operations.
Forward Looking Statements
The foregoing Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. These statements involve risks and
uncertainties and actual results could differ materially as a result of a number
of factors, including (i) demand for the Company's products, which is affected
by factors including the cyclicality of the semiconductor, magnetic recording
head and flat panel display industries served by the Company, (ii) patterns of
capital spending by customers, (iii) technological changes in the markets served
by the Company and its customers, (iv) market acceptance of existing and new
products and product enhancements of both the Company and its customers, (v) the
timing, cancellation or delay of customer orders and shipments, (vi)
competition, including competitive pressure on product prices and changes in
pricing by the Company's customers or suppliers, (vii) fluctuation in foreign
currency exchange rates, particularly the Japanese yen, (viii) the proportion of
direct sales versus sales through distributors and representatives, (ix) the
timing of new product announcements and releases of products by the Company or
its competitors, including the Company's ability to design, introduce and
manufacture new products on a timely and cost effective basis, (x) the size and
timing of acquisitions of business, products or technologies (xi) fluctuations
in the availability and cost of components and subassemblies, (xi) the outcome
of patent infringement
10
<PAGE>
discussions and the factors set forth under "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Risk Factors" in the
1998 Annual Report on Form 10-K. The Company undertakes no obligation to update
forward looking statements made in this report to reflect events or
circumstances after the date of this report or to update reasons why actual
results could differ from those anticipated in such forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to financial market risks, which include changes in
foreign currency exchange rates and interest rates. The Company does not use
derivative financial instruments. Instead, the Company actively manages the
balances of current assets and liabilities denominated in foreign currencies to
minimize currency fluctuation risk. As a result, a 10% change in the foreign
currency exchange rates would not have a material impact on the Company's
results of operations. The Company's investments in marketable securities are
subject to interest rate risk but due to the short-term nature of these
investments, interest rate changes would not have a material impact on their
value. The Company also has fixed rate debt obligations in Japan that are
subject to interest rate risk. At September 30, 1999, the Company's total debt
obligation was $2,907,000 while the long-term portion was $2,340,000. The
Company does not actively manage the risk associated with these obligations
because the impact of interest rate changes would not have a material impact on
the Company's results of operations.
11
<PAGE>
NANOMETRICS INCORPORATED
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits
Ex. 27 - Financial Data Schedule
B. Reports on Form 8-K.
None.
12
<PAGE>
NANOMETRICS INCORPORATED
SIGNATURE
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.
NANOMETRICS INCORPORATED
(Registrant)
/s/ Vincent J. Coates
- ----------------------------
Vincent J. Coates
Chairman of the Board
/s/ John Heaton
- ----------------------------
John Heaton
Chief Executive Officer
/s/ Paul B. Nolan
- ----------------------------
Paul B. Nolan
Chief Financial Officer
Dated: November 9, 1999
13
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-01-1999
<PERIOD-END> Sep-30-1999
<CASH> 3,030
<SECURITIES> 11,876
<RECEIVABLES> 10,296
<ALLOWANCES> 423
<INVENTORY> 9,934
<CURRENT-ASSETS> 37,323
<PP&E> 6,166
<DEPRECIATION> 3,581
<TOTAL-ASSETS> 41,246
<CURRENT-LIABILITIES> 4,799
<BONDS> 2,340
0
0
<COMMON> 14,923
<OTHER-SE> 19,121
<TOTAL-LIABILITY-AND-EQUITY> 41,246
<SALES> 20,450
<TOTAL-REVENUES> 23,533
<CGS> 9,512
<TOTAL-COSTS> 12,809
<OTHER-EXPENSES> 9,409
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63
<INCOME-PRETAX> 1,709
<INCOME-TAX> 706
<INCOME-CONTINUING> 1,003
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,003
<EPS-BASIC> .11
<EPS-DILUTED> .11
</TABLE>
