SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the Quarterly Period Ended March 28, 1998.
OR
TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _________ to ________.
Commission File Number 0-11392
SPAN-AMERICA MEDICAL SYSTEMS, INC.
----------------------------------
(Exact name of Registrant as specified in its charter)
South Carolina 57-0525804
--------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
70 Commerce Center
Greenville, South Carolina 29615
--------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (864) 288-8877
Not Applicable
--------------
Former name, former address and former fiscal year, if changed since last
report.
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 periods 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
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's class of
common stock, as of the latest practical date.
Common Stock, No Par Value - 2,835,029 shares as of May 1, 1998,
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INDEX
SPAN-AMERICA MEDICAL SYSTEMS, INC.
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Balance Sheets - March 28, 1998 and September 27, 1997....................................................... 3
Statements of Income - three and six months ended March 28, 1998 and March 29, 1997.......................... 4
Statements of Cash Flows - six months ended March 28, 1998 and March 29, 1997................................ 5
Notes to Financial Statements - March 28, 1998............................................................... 6
Item 2. Management's Discussion and Analysis of Interim
Financial Condition and Results of Operations.................................................... 8
PART II. OTHER INFORMATION........................................................................................... 12
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES ....................................................................................................13
</TABLE>
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PART 1. FINANCIAL INFORMATION
ITEM 1. Financial Statements
SPAN-AMERICA MEDICAL SYSTEMS, INC.,
BALANCE SHEETS
<TABLE>
<CAPTION>
March 28, Sept. 27,
1998 1997
(Unaudited) (Note)
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<S> <C> <C>
ASSETS
Current Assets
Cash and equivalents $ 558,282 $ 1,605,474
Securities available for sale 3,774,758 3,493,430
Accounts receivable, net of allowances of $692,000 at March 28,
1998 and $610,000 at September 27, 1997 3,436,949 3,482,843
Inventories - Note B 2,129,713 2,117,871
Prepaid expenses and other 405,958 419,044
Current assets - discontinued operations 1,122,520 2,390,075
--------- ---------
Total Current Assets 11,428,180 13,508,737
Property and equipment, Net - Note C 3,837,520 3,773,380
Costs in excess of fair value of net assets acquired,
net of accumulated amortization of $511,785 at March 28,
1998 and $438,073 at September 27, 1997 2,440,111 2,513,823
Other assets - Note D 1,975,070 1,875,874
Property and equipment - discontinued operations 954,500
------------------ -------------
$19,680,881 $22,626,314
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 1,304,419 $ 1,877,893
Accrued and sundry liabilities 1,130,074 1,671,090
Current Liabilities - discontinued operations 282,825 566,424
------------ -----------
Total Current Liabilities 2,717,318 4,115,407
Deferred Income Taxes and Compensation 1,528,086 1,531,398
Shareholders' Equity
Common Stock, no par value, 20,000,000 shares authorized; issued and outstanding
shares 2,833,029 at March 28, 1998 and
3,125,338 shares at September 27, 1997 1,682,944 3,991,745
Additional paid-in capital 53,160 53,160
Retained Earnings 13,699,373 12,934,604
----------- -----------
Total Shareholders' Equity 15,435,477 16,979,509
----------- -----------
$19,680,881 $22,626,314
=========== ===========
</TABLE>
Note: The Balance Sheet at September 27, 1997 has been derived from the audited
financial statements at that date as restated to reflect the sale of the
contract packaging business segment as a discontinued operation. See Note E.
See Notes to Financial Statements.
<PAGE>
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<CAPTION>
<S> <C>
SPAN-AMERICA MEDICAL SYSTEMS, INC.
STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
March 28, March 29, March 28, March 29,
1998 1997 1998 1997
------------ ------------ ----------- ------------
Net sales $7,379,095 $7,213,311 $13,733,353 $13,488,661
Cost of goods sold 4,978,371 4,900,848 9,366,287 9,169,362
--------- --------- --------- ---------
Gross profit 2,400,724 2,312,463 4,367,066 4,319,299
Selling and marketing expenses 1,130,596 1,035,616 2,167,931 2,091,467
General and administrative expenses 578,040 638,543 1,193,176 1,194,070
--------- --------- ---------- ----------
Income from operations 692,088 638,304 1,005,959 1,033,762
Other income:
Investment income and other 95,592 77,995 212,157 159,990
--------- --------- ---------- ----------
INCOME BEFORE INCOME TAXES
AND DISCONTINUED OPERATIONS 787,680 716,299 1,218,116 1,193,752
Provision for income taxes 292,000 270,000 451,000 447,500
--------- --------- ---------- ----------
Net income from continuing operations 495,680 446,299 767,116 746,252
Income/(Loss) from discontinued operations 13,310 (47,347) 153,530 2,406
net of income taxes
NET INCOME $ 508,990 $ 398,952 $ 920,646 $ 748,658
========= ========== ========== ==========
Earnings per share of common
stock -Note F
Net income from continuing operations:
Basic $.17 $.14 $.25 $.23
Diluted $.16 $.14 $.24 $.23
Income/(Loss) from discontinued
operations net of income taxes:
Basic $.00 ($.01) $.05 $.00
Diluted $.00 ($.01) $.05 $.00
Net income:
Basic $.17 $.12 $.30 $.23
Diluted $.16 $.12 $.29 $.23
Dividends per common share
$.025 $.025 $.05 $.05
Weighted averages shares outstanding
Basic 2,986,211 3,191,784 3,048,949 3,220,473
Diluted 3,097,568 3,219,643 3,160,590 3,242,589
See Notes to Financial Statements.
</TABLE>
4
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<TABLE>
<CAPTION>
SPAN-AMERICA MEDICAL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
------------------
March 28, March 29,
1998 1997
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<S> <C> <C>
OPERATING ACTIVITIES
Net Income $920,646 $748,658
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 494,834 530,834
Provision for losses on accounts receivable 29,000 126,000
Change in cash value of life insurance (85,466) 100,233
Deferred compensation (3,312) (47,372)
Changes in operating assets and liabilities:
Accounts receivable 620,821 249,209
Inventory (295,685) (2,815)
Prepaid expenses and other current assets 22,554 4,918
Accounts payable and accrued expenses (1,398,089) (310,757)
------------- ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 305,303 1,398,908
INVESTING ACTIVITIES
Sale of Contract Packaging 1,842,300
Purchases of marketable securities (3,177,696) (1,208,386)
Proceeds from the sale of marketable securities 2,885,382 680,247
Purchases of property, plant and equipment (368,693) (88,769)
Payments for other assets (14,110) (35,303)
--------- ---------
NET CASH PROVIDED BY/(USED FOR)
INVESTING ACTIVITIES 1,167,183 (652,211)
FINANCING ACTIVITIES
Dividends paid (155,877) (161,654)
Common Stock issued upon exercise of options 48,000
Purchase and retirement of Common Stock (2,411,801) (479,209)
------------ -------------
NET CASH (USED FOR) FINANCING ACTIVITIES (2,519,678) (640,863)
------------ ----------
(DECREASE)/INCREASE IN CASH AND
CASH EQUIVALENTS (1,047,192) 105,834
Cash and cash equivalents at beginning of period 1,605,474 925,370
---------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 558,282 $ 1,031,204
========== ===========
See Notes to Financial Statements.
</TABLE>
5
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SPAN-AMERICA MEDICAL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
March 28, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting only of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three and six months periods ended March 28,
1998 are not necessarily indicative of the results that may be expected for the
year ended October 2, 1998. For further information, refer to the Company's
annual report on Form 10-K for the year ended September 27, 1997. Form 10-K for
the year ended September 27, 1997 has not yet been restated to reflect the
discontinued operations discussed in Note E.
NOTE B - INVENTORIES
The components of inventories are as follows:
<TABLE>
<CAPTION>
<S> <C>
March 28, Sept. 27,
1998 1997
---- -----
Raw Materials $1,731,260 $1,579,124
Finished Goods 398,453 538,747
----------- -----------
$2,129,713 $2,117,871
========== ==========
</TABLE>
NOTE C - PROPERTY AND EQUIPMENT
Property and equipment, at cost, is summarized by major classification as
follows:
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<CAPTION>
<S> <C>
March 28, Sept. 27,
1998 1997
--------- ---------
Land $ 317,343 $ 317,343
Land Improvements 240,016 240,016
Buildings 3,613,966 3,613,966
Machinery & Equipment 5,024,569 4,721,792
Furniture & Fixtures 507,205 507,205
Automobiles 9,520 9,520
Leasehold Improvements 66,006 66,006
---------- ----------
9,778,625 9,475,848
Less Accumulated Depreciation 5,941,105 5,702,468
---------- ----------
$ 3,837,520 $ 3,773,380
=========== ===========
</TABLE>
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NOTE D - OTHER ASSETS
Other assets consist of the following:
<TABLE>
<CAPTION>
<S> <C>
March 28, Sept. 27,
1998 1997
---- ----
Patents, net of accumulated
amortization of $633,712 at
March 28, 1998 and $581,501 at
September 27, 1997 $ 575,174 $ 613,275
Cash value of life insurance
policies 1,203,913 1,118,447
Other 195,983 144,152
---------- -----------
$1,975,070 $1,875,874
========== ==========
</TABLE>
NOTE E - SALE OF CONTRACT PACKAGING BUSINESS UNIT
On February 27, 1998, the Company sold substantially all of the assets of its
contract packaging business unit. The purchase price for the contract packaging
assets was $2.3 million, with $1.84 million paid in cash at closing and the
remainder financed by Span-America over five years. No gain or loss was recorded
as a result of the sale. The Company's results for all periods presented have
been restated to reflect the sale of the contract packaging business as a
discontinued operation. The balance sheet at September 27, 1997 has been
restated to reflect the reclassification of all assets and liabilities relating
to the contract packaging operations as assets and liabilities related to
discontinued operations.
Operating results of the discontinued contract packaging operations are as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 28, March 29, March 28, March 29,
1998 1997 1998 1997
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
Net sales $1,264,367 $1,347,645 $3,170,055 $2,811,246
Income(Loss) before income taxes 21,310 (76,347) 244,530 3,906
Provision/(credit) for income taxes 8,000 (29,000) 91,000 1,500
----------- ----------- ---------- -----------
Net income/(loss) 13,310 (47,347) 153,530 2,406
========= ============ ========= ===========
</TABLE>
NOTE F - EARNINGS PER COMMON SHARE
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings per Share. Statement 128
replaced the previously reported primary and fully diluted earnings per share
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All earnings per share
amounts for all periods have been presented,
7
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and where necessary, restated to conform to the Statement 128 requirements.
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
March 28, March 29, March 28, March 29,
1998 1997 1998 1997
----- ----- ------ ------
<S> <C> <C> <C> <C>
Numerator for basic and diluted earnings per share:
Net income from continuing operations 495,680 446,299 767,116 746,252
Income/(Loss) from discontinued operations 13,310 (47,347) 153,530 2,406
net of income taxes
NET INCOME $ 508,990 $ 398,952 $ 920,646 $ 748,658
========= ========== ========== ==========
Denominator:
Denominator for basic earnings per share
weighted average shares 2,986,211 3,191,784 3,048,949 3,220,473
Effect of dilutive securities:
Employee and Board Stock Options 111,357 27,859 111,641 22,116
------- ------ ------- ------
Denominator for diluted earnings per share
adjusted weighted average shares
and assumed conversions 3,097,568 3,219,643 3,160,590 3,242,589
========= ========= ========= =========
Net income from continuing operations:
Basic $.17 $.14 $.25 $.23
Diluted $.16 $.14 $.24 $.23
Income/(Loss) from discontinued operations
net of income taxes:
Basic $.00 ($.01) $.05 $.00
Diluted $.00 ($.01) $.05 $.00
Net income:
Basic $.17 $.12 $.30 $.23
Diluted $.16 $.12 $.29 $.23
</TABLE>
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF
INTERIM FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
On February 27, 1998 the Company sold substantially all of the assets of its
contract packaging business unit. The Company's results for all periods
presented have been restated to reflect the sale of the contract packaging
business as a discontinued operation.
Net sales from continuing operations for the second quarter of fiscal 1998
increased 2% to $7.4 million compared to $7.2 million in the second quarter of
fiscal 1997. For the year to date in fiscal 1998, net sales from continuing
operations increased 2% to $13.7 million from $13.5 million in the same period
last year. The increases in sales for both the quarter and year to date were
primarily due to increases in the industrial business unit.
Net income from continuing operations for the second quarter of 1998 increased
11% to $496,000 ($.16 per diluted share) compared to $446,000 ($.14 per diluted
share) in the second quarter of fiscal 1997. Net income from continuing
operations for the first half of fiscal 1998 was $767,000 ($.24 per diluted
share), up 3% from $746,000 ($.23 per diluted share) in fiscal 1997. The
increases in earnings were mainly due to higher sales volume and lower
manufacturing overhead and administrative expenses.
The Company's total medical sales increased by 1% to $4.2 million in the second
quarter this year from $4.1 million in the same quarter last year. For the year
to date in fiscal 1998, medical sales declined by 4% to $7.7 million from $8.0
million in the same period last year due largely to lower unit and dollar volume
of static mattresses. Management expects that sales of medical products will be
higher in 1998 than in fiscal 1997.
Sales of consumer foam products decreased by 5% during the second quarter to
$2.2 million from $2.3 million in the same period last year. The decrease in
sales was primarily due to timing differences in seasonal convoluted foam orders
compared with last year. Year to date sales of consumer foam products increased
4% to $4.1 million from $3.9 million due to higher unit and dollar volume of
TerryFoam and consumer OEM products. Management expects consumer foam sales in
fiscal 1998 to be similar to fiscal year 1997 levels.
Industrial foam sales increased 30% in the second quarter of fiscal 1998 to
$1 million from $763,000 in the same quarter last fiscal year. For the year to
date, industrial sales increased 26% to $2.0 million from $1.6 million in fiscal
1997. The second quarter and year to date sales increases were the result of
higher sales to our top three industrial customers and sales to several new
customers. Industrial foam sales in fiscal 1998 are expected to be higher than
in fiscal 1997.
9
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The Company's gross profit increased approximately 4% to $2.4 million for the
second quarter of 1998 from $2.3 million in the second quarter of fiscal 1997.
The gross margin percentage for the second quarter of fiscal 1998 increased to
33% as compared to 32% in the second quarter last year. Year-to-date gross
profit increased 1% to $4.4 million in the first six months of fiscal 1998 from
$4.3 million for the same period last year. The year-to-date gross margin
percentage remained at 32% as compared to the same period last year. The
increases in gross profit level and gross margin percentage mainly resulted from
reduced overhead. Management expects the Company's gross margin percentage for
fiscal 1998 to be slightly higher than that of fiscal 1997.
Sales and marketing expenses increased by 9% to $1.1 million for the second
quarter of fiscal 1998 compared to $1.0 million in the same quarter last year.
For the year to date in fiscal 1998, these expenses increased by 4% to $2.2
million as compared to $2.1 million in the same period last year. The increase
in sales and marketing expenses occurred in freight and compensation expenses.
Total sales and marketing expenses for fiscal 1998 are expected to be higher
than those of fiscal 1997.
General and administrative expenses decreased 9% for the second quarter of
fiscal 1998 to $578,000 as compared to $638,000 in the second fiscal quarter of
last year. The decrease resulted mainly from lower deferred compensation
expenses. For the fiscal year to date in 1998 general and administrative
expenses remained unchanged at $1.2 million as compared to the first six months
of fiscal 1997. General and administrative expenses for the 1998 fiscal year are
expected to be similar to those in fiscal 1997.
During the first six months of fiscal 1998, the Company paid dividends of
$156,000, or 17% of net income for the year-to-date period. This amount
represented two quarterly dividends of $.025 per share.
The statements contained in "Results of Operations" which are not historical
facts are forward-looking statements that involve risks and uncertainties.
Management wishes to caution the reader that these forward-looking statements
such as the Company's expectations for future sales and expense levels as
compared to previous periods are forecasts. Actual events or results may differ
materially as a result of risks facing the Company. Such risks include but are
not limited to: the loss of a major distributor of the Company's medical or
consumer products, the inability to achieve anticipated sales volume of medical
products, changes in relationships with large customers, the impact of
competitive products and pricing, government reimbursement changes in the
medical market, F.D.A. regulation of medical device manufacturing, raw material
cost increases, and other risks referenced in the Company's Annual Report on
Form 10-K.
LIQUIDITY AND CAPITAL RESOURCES
In connection with the Company's sale of it contract packaging business unit all
assets relating to that business unit have been reclassified as assets or
liabilities relating to discontinued operations. All assets and liabilities
discussed in this
10
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section relate to continuing operations. All assets and liabilities related to
discontinued operations are expected to be converted to cash before fiscal year
end 1998.
The Company generated cash from continuing operations of approximately $305,000
during the first six months of fiscal 1998. The Company's working capital
increased by $ 300,000 or 4% during the six months ended March 29, 1998 as a
result of the sale of the contract packaging business unit and the repurchase of
stock as discussed below. The Company's current ratio increased to 4.2 at March
28, 1998 from 3.1 at fiscal year end 1997.
Accounts receivable, net of allowances, decreased 1% to $3.4 million at the end
of the second quarter of 1998 as compared to $ 3.5 million at the end of fiscal
1997. All of the Company's accounts receivable are unsecured.
Inventory remained level at $ 2.1 million. Management expects a slight decrease
in inventory levels during fiscal 1998.
Net property and equipment increased by $ 64,000, or 2%, during the first six
months of fiscal 1998. The change resulted from the combination of capital
expenditures of $369,000 and normal depreciation expense. Management expects
capital expenditures during the remainder of fiscal 1998 to be similar to those
of the first half of the fiscal year.
Costs in excess of the fair value of net assets acquired decreased by
approximately $74,000, net of accumulated amortization. The change was primarily
due to normal amortization expense.
In February 1998, the Company repurchased 280,579 shares, or 9.0%, of its common
stock for approximately $2.16 million ($7.70 per share) in a private transaction
from an unaffiliated shareholder. In other unrelated transactions during fiscal
year 1998, the Company repurchased 35,730 of its common stock for approximately
$252,000 ($7.05 per share) in private transactions. The repurchased shares were
retired.
The Company's trade accounts payable decreased by $573,000 (31%) to $1.3 million
from $1.9 million during the first two quarters of fiscal 1998. The decrease was
due mainly to normal monthly fluctuations in accounts payable balances. Accrued
and sundry liabilities decreased by $541,000 (32%) to $1.1 million as compared
to $1.7 million at fiscal year end 1998 primarily due to a decrease in accrued
compensation, and property taxes and income taxes payable.
IMPACT OF INFLATION
Inflation was not a significant factor for the Company during the first two
quarters of fiscal 1998. Higher inflation rates could impact the Company through
higher raw material costs. The Company's profit margin could be adversely
affected to the extent that the Company is unable to pass along to its customers
any increased costs.
11
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PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
The Company is from time to time party to various legal actions
arising in the normal course of business. However, management
believes that as a result of legal defenses and insurance
arrangements, there are no proceedings threatened or pending
against the Company that, if determined adversely, would have a
material adverse effect on the business or the Company's
operations or financial position.
ITEM 2. Changes in Securities - None
ITEM 3. Defaults Upon Senior Securities - None
ITEM 4. Submission of Matters to a Vote of Security Holders -
The Company held its Annual Meeting of Shareholders on February
4, 1997. At this Annual Meeting, Richard C. Coggins, James D.
Ferguson, and Brien Laing were elected to three-year terms as
Directors, and the 1997 Sock Option Plan was approved. The voting
details are as follows:
Delivered
For Against Abstain No Vote
--- ------- ------- -------
Richard C. Coggins 2,747,853 0 5,108 0
James D. Ferguson 2,747,853 0 5,108 0
Brien Laing 2,397,497 0 355,464 0
1997 Stock Option Plan 1,488,284 354,366 10,582 899,729
ITEM 5.Other Information - None
ITEM 6.Exhibits & Reports on Form 8-K
(a) Exhibit 27 Financial Data Schedule
(For SEC Use Only)
(b) The Company filed two reports on Form 8-K during the second
quarter. The reports related to the sale of the contract packaging
business unit (filed on March 12,1998) and the repurchase of
280,579 shares of its common stock (filed on March 2, 1998).
12
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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.
SPAN-AMERICA MEDICAL SYSTEMS, INC.
/s/ Richard C. Coggins
-----------------------
Richard C. Coggins
Vice President - Finance
/s/ James D. Ferguson
----------------------
James D. Ferguson
Pres. and Chief Executive Officer
DATE: May 7, 1998
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-2-1998
<PERIOD-END> MAR-28-1998
<CASH> 558
<SECURITIES> 3,775
<RECEIVABLES> 4,129
<ALLOWANCES> 692
<INVENTORY> 2,130
<CURRENT-ASSETS> 11,428
<PP&E> 9,779
<DEPRECIATION> 5,941
<TOTAL-ASSETS> 19,681
<CURRENT-LIABILITIES> 2,717
<BONDS> 0
0
0
<COMMON> 1,736
<OTHER-SE> 13,699
<TOTAL-LIABILITY-AND-EQUITY> 19,681
<SALES> 13,733
<TOTAL-REVENUES> 17,116
<CGS> 9,366
<TOTAL-COSTS> 15,654
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,218
<INCOME-TAX> 451
<INCOME-CONTINUING> 767
<DISCONTINUED> 154
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 920
<EPS-PRIMARY> .25
<EPS-DILUTED> .24
</TABLE>
