<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
X OF THE SECURITIES EXCHANGE ACT OF 1934
--------
For quarterly period ended February 28, 1999
OR
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 1-8501
HARTMARX CORPORATION
--------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-3217140
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
101 NORTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
-------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code 312/372-6300
------------
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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No _______
-------
At March 31, 1999 there were 34,291,480 shares of the Company's common stock
outstanding.
<PAGE>
HARTMARX CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
--------
<S> <C>
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statement of Earnings for the
three months ended February 28, 1999 and
February 28, 1998. 3
Consolidated Balance Sheet as of February 28, 1999,
November 30, 1998 and February 28, 1998. 4
Condensed Consolidated Statement of Cash Flows
for the three months ended February 28, 1999
and February 28, 1998. 6
Notes to Consolidated Financial Statements. 7
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 10
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 13
</TABLE>
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<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HARTMARX CORPORATION
CONSOLIDATED STATEMENT OF EARNINGS
(000'S OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED FEBRUARY 28,
--------------------------------------
1999 1998
-------- --------
<S> <C> <C>
Net sales $176,402 $179,324
Licensing and other income 912 426
-------- --------
177,314 179,750
-------- --------
Cost of goods sold 132,822 135,248
Selling, general and administrative expenses 38,039 36,009
-------- --------
170,861 171,257
-------- --------
Earnings before interest and taxes 6,453 8,493
Interest expense 4,188 4,453
-------- --------
Earnings before taxes 2,265 4,040
Tax provision 860 1,535
-------- --------
Net earnings $ 1,405 $ 2,505
======== ========
Earnings per share:
Basic $.04 $.07
======== ========
Diluted $.04 $.07
======== ========
Dividends per common share $ - $ -
======== ========
Average shares outstanding:
Basic 34,796 34,254
======== ========
Diluted 34,841 34,707
======== ========
</TABLE>
(See accompanying notes to consolidated financial statements)
-3-
<PAGE>
HARTMARX CORPORATION
CONSOLIDATED BALANCE SHEET
ASSETS
(000'S OMITTED)
<TABLE>
<CAPTION>
FEB. 28, NOV. 30, FEB. 28,
1999 1998 1998
--------- --------- ---------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 2,499 $ 5,292 $ 798
Accounts receivable, less allowance
of $9,083, $8,210 and $9,873
for doubtful accounts 160,931 131,342 156,670
Inventories 205,846 207,679 197,551
Prepaid expenses 5,701 3,234 6,260
Recoverable and deferred income taxes 15,881 15,881 20,152
--------- --------- ---------
Total current assets 390,858 363,428 381,431
--------- --------- ---------
INVESTMENTS AND OTHER ASSETS 30,758 31,174 25,378
--------- --------- ---------
DEFERRED INCOME TAXES 37,282 39,086 41,597
--------- --------- ---------
PROPERTIES
Land 2,638 2,638 2,645
Buildings and building improvements 48,963 48,873 49,206
Furniture, fixtures and equipment 125,893 118,521 113,012
Leasehold improvements 18,060 18,020 16,704
--------- --------- ---------
195,554 188,052 181,567
Accumulated depreciation and amortization (143,710) (137,018) (134,999)
--------- --------- ---------
Net properties 51,844 51,034 46,568
--------- --------- ---------
TOTAL ASSETS $ 510,742 $ 484,722 $ 494,974
========= ========= =========
</TABLE>
(See accompanying notes to consolidated financial statements)
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<PAGE>
HARTMARX CORPORATION
CONSOLIDATED BALANCE SHEET
LIABILITIES AND SHAREHOLDERS' EQUITY
(000'S OMITTED)
<TABLE>
<CAPTION>
FEB. 28, NOV. 30, FEB. 28,
1999 1998 1998
--------- --------- --------
<S> <C> <C> <C>
CURRENT LIABILITIES
Notes payable $ 10,000 $ 10,000 $ 20,000
Current maturities of long-term debt 69 67 63
Accounts payable and accrued expenses 85,686 93,768 87,248
--------- --------- --------
Total current liabilities 95,755 103,835 107,311
--------- --------- --------
LONG-TERM DEBT, less current maturities 201,940 169,927 192,042
--------- --------- --------
SHAREHOLDERS' EQUITY
Preferred shares, $1 par value;
2,500,000 authorized and unissued - - -
Common shares, $2.50 par value; authorized
75,000,000; issued 35,749,863 in
February 1999, 34,839,431 in
November 1998 and 34,301,097
in February 1998. 89,375 87,099 85,753
Capital surplus 83,810 81,994 80,131
Retained earnings 51,736 50,331 38,216
Unearned employee benefits (8,878) (8,464) (8,479)
Common shares in treasury, at cost,
610,700 at February 28, 1999,
-0- at November 30, 1998 and
February 28, 1998 (2,996) - -
--------- --------- --------
Total shareholders' equity 213,047 210,960 195,621
--------- --------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $510,742 $484,722 $494,974
========= ========= ========
</TABLE>
(See accompanying notes to consolidated financial statements)
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<PAGE>
HARTMARX CORPORATION
CONDENSED CONSOLIDATED STATEMENT
OF CASH FLOWS
(000'S OMITTED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED FEBRUARY 28,
----------------------------------
1999 1998
-------- --------
<S> <C> <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 1,405 $ 2,505
Reconciling items to adjust net earnings to
net cash used in operating activities:
Depreciation and amortization 1,955 2,051
Changes in:
Receivables, inventories, prepaids and other assets (15,553) (25,893)
Accounts payable and accrued expenses (21,446) (12,850)
Taxes and deferred taxes on earnings 1,222 1,030
-------- --------
Net cash used in operating activities (32,417) (33,157)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,829) (2,588)
Cash paid for acquisition (658) -
-------- --------
Net cash used in investing activities (2,487) (2,588)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in notes payable 31,100 34,100
Increase (decrease) in other long-term debt, including
purchase of 10 7/8% Senior Subordinated Notes 328 (15)
Purchase of treasury shares (2,996) -
Other equity transactions 3,679 832
-------- --------
Net cash provided by financing activities 32,111 34,917
-------- --------
Net decrease in cash and cash equivalents (2,793) (828)
Cash and cash equivalents at beginning of period 5,292 1,626
-------- --------
Cash and cash equivalents at end of period $ 2,499 $ 798
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Net cash paid (received) during the period for:
Interest expense $ 6,600 $ 6,700
Income taxes (800) 500
</TABLE>
(See accompanying notes to consolidated financial statements)
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<PAGE>
HARTMARX CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
The accompanying financial statements are unaudited, but in the opinion of
management include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations and
financial position for the applicable period. Results of operations for any
interim period are not necessarily indicative of results for any other periods
or for the full year. These interim financial statements should be read in
conjunction with the financial statements and related notes contained in the
Annual Report on Form 10-K for the year ended November 30, 1998.
Effective December 1, 1998, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" (See Note 5). Also, effective December 1,
1998, the Company adopted the provisions of Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income", which requires disclosure
of transactions from non-owner sources which affect shareholders' equity in a
separate financial statement for the period in which they are recognized.
Adoption of this statement had no effect on the Company's reported financial
position, results of operations, cash flows or financial statement disclosures
for the quarter ended February 28, 1999, as these transactions were nominal.
NOTE 2
The calculation of basic earnings per share for each period is based on the
weighted average number of common shares outstanding. The calculation of
diluted earnings per share reflects the potential dilution that would occur if
securities or other contracts to issue common stock were exercised or converted
into common stock using the treasury stock method. None of the 2,500,000
authorized preferred shares for Hartmarx Corporation have been issued.
NOTE 3
Long-term debt comprised the following (000's omitted):
<TABLE>
<CAPTION>
Feb. 28, Nov. 30, Feb. 28,
1999 1998 1998
--------- --------- ---------
<S> <C> <C> <C>
Notes payable $106,200 $ 75,100 $107,000
10 7/8% Senior Subordinated Notes, net 84,825 84,837 85,001
Industrial development bonds 17,364 17,371 17,390
Other debt 3,620 2,686 2,714
--------- --------- ---------
212,009 179,994 212,105
Less - current 10,069 10,067 20,063
--------- --------- ---------
Long-term debt $201,940 $169,927 $192,042
========= ========= =========
</TABLE>
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<PAGE>
During fiscal 1994, the Company issued $100 million principal amount of 10 7/8%
Senior Subordinated Notes due January 15, 2002 ("Notes") in a public offering,
and also entered into a then three year financing agreement ("Credit Facility")
with a group of lenders providing for maximum borrowings of $175 million
(including a $25 million letter of credit facility) secured by eligible
inventories, accounts receivable and the intangibles of the Company and its
subsidiaries. Credit Facility amendments in July 1995, November 1995, January
1996 and October 1997, among other things, resulted in a reduction in the fees,
administrative charges and effective borrowing rates, adjustment or elimination
of certain covenants and the extension of the term from March 1997 to July 2000.
The Notes and Credit Facility contain various restrictive covenants covering
ratios relating to maximum funded debt to EBITDA and minimum fixed charge
coverage, additional debt incurrence, capital expenditures, asset sales,
operating leases, as well as other customary covenants, representations and
warranties, funding conditions and events of default. The Company was in
compliance with the above noted covenants.
NOTE 4
Inventories at each date consisted of (000's omitted):
<TABLE>
<CAPTION>
Feb. 28, Nov. 30, Feb. 28,
1999 1998 1998
---------- ---------- ----------
<S> <C> <C> <C>
Raw materials $ 53,534 $ 48,969 $ 58,382
Work-in-process 24,832 30,904 30,573
Finished goods 127,480 127,806 108,596
---------- ---------- ----------
$205,846 $207,679 $197,551
========== ========== ==========
</TABLE>
Inventories are stated at the lower of cost or market. At February 28, 1999,
November 30, 1998 and February 28, 1998, approximately 46%, 41% and 36% of the
Company's total inventories, respectively, are valued using the last-in, first-
out (LIFO) method representing certain work-in-process and finished goods. The
first-in, first-out (FIFO) method is used for substantially all raw materials
and the remaining inventories.
NOTE 5
The Company operates in one reportable business segment: the manufacturing and
marketing of apparel. The Company's customers comprise major department and
specialty stores, value oriented retailers and direct mail companies. The
Company 's Men's Apparel Group designs, manufactures and markets tailored
clothing, slacks, sportswear and dress furnishings; the Women's Apparel Group
markets women's career apparel, sportswear and accessories to both retailers as
well as to individuals who purchase women's apparel through a direct mail
catalog.
-8-
<PAGE>
Information on the Company's operations for the three months ended February 28,
1999 and 1998 is summarized as follows (in millions):
<TABLE>
<CAPTION>
MEN'S WOMEN'S
APPAREL APPAREL
GROUP GROUP ADJ. CONSOL.
--------- --------- ---- -------
<S> <C> <C> <C> <C>
1999
Sales $163.6 $12.8 - $176.4
Earnings (loss) before taxes 7.9 1.2 (6.8) 2.3
Gross assets 398.4 28.8 83.5 510.7
1998
Sales $164.9 $14.4 - $179.3
Earnings (loss) before taxes 10.6 1.0 (7.6) 4.0
Gross assets 381.4 27.2 86.3 494.9
</TABLE>
During the three months ended February 28, 1999 and 1998, there were no
intergroup sales and there was no change in the basis of measurement of group
earnings or loss.
Operating expenses incurred by the Company in generating sales are charged
against the respective group's sales; indirect operating expenses are allocated
to the groups benefited. Group results exclude any allocation of general
corporate expense, interest expense or income taxes.
Amounts included in the "adjustment" column for earnings before taxes consist
principally of interest expense and general corporate expenses. Adjustments of
gross assets are for cash, recoverable and deferred income taxes, corporate
properties, investments and other assets.
-9-
<PAGE>
HARTMARX CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Effective December 1, 1998, the Company acquired 100% of the capital stock of
The Coppley, Noyes and Randall Limited ("Coppley"), a Canadian based
manufacturer and marketer of men's apparel. Aggregate consideration associated
with the acquisition, including cash paid at closing, amounts payable in the
future (based upon the completion of a certified audit), and debt assumed is
approximately $11.6 million.
In November 1998, the Company completed the acquisition of the wholesale apparel
business of Pusser's, Ltd. ("Pusser's"), primarily an operator of restaurants,
pubs and retail stores carrying tropical and nautical sportswear apparel as well
as other products marketed under the Pusser's name. Assets acquired include the
trademarks associated with all apparel products along with inventories related
to the wholesale business. Amounts paid for the trademarks and inventories
aggregated $2.7 million; additional amounts may be payable in future years based
on revenues or operating earnings associated with the trademarks.
The results of Coppley and Pusser's since the date of their respective
acquisition are included in the accompanying financial statements.
In December 1998, the Board of Directors authorized the purchase of up to
1,500,000 shares of the Company's common stock in open market transactions.
Pursuant to this authorization, 610,700 shares were acquired as of February 28,
1999 with the remaining shares purchased in the following month. An additional
2,000,000 share repurchase authorization was made in March 1999 of which 168,300
shares have been acquired as of April 9, 1999. The average cost of all shares
acquired to date under both authorizations is $4.68 per share.
LIQUIDITY AND CAPITAL RESOURCES
November 30, 1998 to February 28, 1999
- --------------------------------------
Since November 30, 1998, net accounts receivable increased $29.6 million or
22.5% to $160.9 million, reflecting the normal seasonal increase from tailored
clothing shipments in the Men's Apparel Group and approximately $6.7 million
applicable to the Coppley and Pusser's acquisitions. Inventories of $205.8
million declined $1.8 million or .9% due to seasonal shipments of tailored
clothing in the Men's Apparel Group, partially offset by $6.8 million of
inventories associated with the Coppley and Pusser's acquisitions. Net
properties increased $.8 million to $51.8 million and included the net
properties of Coppley. Total debt, including current maturities, increased
$32.0 million to $212.0 million, reflecting normal seasonal working capital
requirements, and represented 50% of total capitalization at February 28, 1999
compared to 46% at November 30, 1998.
-10-
<PAGE>
February 28, 1998 to February 28, 1999
- --------------------------------------
Net accounts receivable of $160.9 million increased $4.3 million or 2.7%,
reflecting the acquisition of Coppley and Pusser's, partially offset by lower
sales compared to the prior period. Inventories of $205.8 million increased
$8.3 million or 4.2%, primarily attributable to the acquisition of Coppley and
Pusser's. Net properties of $51.8 million increased $5.3 million, reflecting
the acquisition of Coppley and capital additions exceeding depreciation expense.
Total debt of $212.0 million, which includes amounts related to Coppley,
Pusser's and treasury stock purchases, increased $.1 million; debt represented
50% of total capitalization at February 28, 1999 compared to 52% at February 28,
1998.
RESULTS OF OPERATIONS
First Quarter 1999 Compared to First Quarter 1998
- -------------------------------------------------
Consolidated sales declined $2.9 million or 1.6% to $176.4 million from $179.3
million in 1998. In general, first quarter revenues reflected lower orders from
retailers, several of whom experienced comparable store sales declines in Fall
1998 which created a conservative buying environment for Spring 1999. The
premium priced tailored clothing product lines experienced a small increase,
while the moderate tailored clothing lines declined, reflecting previously
stated plans to reduce revenues in lower profit potential product categories.
Also, temporary shipping delays from recently introduced distribution software
systems caused a shift of certain sportswear deliveries into the second quarter.
First quarter revenues this year included $7.0 million related to the Coppley
and Pusser's acquisitions. Women's Apparel Group revenues, which represented 7%
and 8% of consolidated sales in 1999 and 1998, respectively, declined
approximately $1.6 million.
The consolidated gross margin percentage to sales was 24.7% compared to 24.6%
last year. Consolidated selling, general and administrative expenses were $38.0
million in the current period compared to $36.0 million in 1998, and represented
21.6% of sales in 1999 compared to 20.1% of sales in 1998. The dollar increase
was principally applicable to Coppley and Pusser's, while the increase in the
percentage to sales was primarily attributable to the lower sales. Licensing
income of $.9 million increased $.5 million compared to the previous period,
primarily attributable to the timing of royalty receipts from licensees.
Earnings before interest and taxes (EBIT) were $6.5 million in 1999 compared to
$8.5 million last year; EBIT represented 3.7% of sales in 1999 compared to 4.7%
of sales in 1998. The decline reflected the lower sales and higher operating
expense ratio compared to the prior year. Interest expense decreased to $4.2
million from $4.5 million last year due to a decline in average borrowing rates.
Consolidated pre-tax earnings were $2.3 million compared to $4.0 million last
year. After reflecting the applicable tax provision, consolidated earnings were
$1.4 million compared to $2.5 million a year ago. Basic and diluted earnings
per share were $.04 in 1999 compared to $.07 in 1998.
YEAR 2000 DISCLOSURE
The Company is addressing Year 2000 issues for its computer systems, operations
systems, microprocessors and other significant computer-based devices and
applications. The company initially anticipated that Year 2000 compliance would
be addressed through the purchase and installation of new software ("the
Project"), for which written representation has been received from the
application vendors that such software is Year 2000 compliant. The Company has
commenced testing of its systems upgrade as part of the Project and no
-11-
<PAGE>
Year 2000 defects have been noted. Although it was expected that the new systems
and software included in the Project would substantially address Year 2000
issues, the Company and its consultant later concluded that existing systems for
the most part will continue in operation beyond January 1, 2000. The Company is
therefore currently implementing its primary contingency plan, which includes
testing, upgrading and remediating when necessary its existing systems and
software, a process which is expected to be completed by August 1999.
Accordingly, efforts are currently underway to upgrade, enhance and test these
existing systems and software requirements, including compatibility with the
various third-party applications. In this context, Year 2000 compliance is being
addressed, whether relating to new systems that comprise a part of the Project
or with respect to existing management information systems that will continue to
be utilized beyond January 1, 2000.
The Company has also established formal communications with significant
suppliers and customers to determine the extent to which the Company is
vulnerable to those third parties' failure to remediate their own Year 2000
issues. To date, the Company has surveyed approximately 200 of its customers,
vendors and suppliers. The customers surveyed accounted for over 67% of 1998
sales and inventory suppliers surveyed represented over 60% of 1998 inventory
purchases. Additionally, the Company has identified the critical systems
provided by other third party service providers (e.g., financial institutions
and utilities suppliers). While the Company must necessarily rely to some
extent on the representations of these third parties and their statements or
certifications of compliance to certain government agencies regarding Year 2000
capabilities, the Company is also in various stages of Year 2000 testing and
implementation of the systems and/or upgrades provided by third parties.
The costs to be incurred which relate to ensuring compliance and remediation of
the current systems, which includes both internal costs of existing employees as
well as external contractor and software remediation costs, is estimated to be
approximately $2 million, of which $.4 million has been expensed to date,
including $.2 million in fiscal 1999. The remaining estimated amount will be
expensed as incurred during the remainder of 1999.
The most reasonably likely worst case scenario is difficult to identify.
However, a reasonable worst case scenario could be a failure by a significant
third party in the Company's supply chain to remediate its Year 2000
deficiencies, which could impair the Company's ability to manufacture products,
process customer orders or ship goods to its customers. Additionally, failure
by the Company to fully remediate its systems could impair the Company's ability
to take customer orders, manufacture and ship products, invoice customers or
collect payments.
The Company recognizes that issues related to Year 2000 remediation constitute a
known uncertainty and the importance of ensuring its operations will not be
adversely affected by Year 2000 issues. Its procedures are anticipated to be
effective to identify and manage the risks associated with Year 2000 compliance.
However, there can be no assurance that the process can be completed as
described above or that the remediation process will be fully effective. The
failure to identify and remediate the Company's systems or the failure of key
third parties who do business with the Company or governmental agencies to
timely remediate their systems that interface with the Company's systems could
result in system failures or errors or business interruptions, which could have
a material adverse effect on the Company's results of operations and financial
condition.
-12-
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27 Financial Data Schedules
(b) No reports on Form 8-K were filed in the first quarter of 1999.
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.
HARTMARX CORPORATION
April 12, 1999 By /s/ GLENN R. MORGAN
-------------------
Glenn R. Morgan
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
April 12, 1999 By /s/ ANDREW A. ZAHR
------------------
Andrew A. Zahr
Vice President and Controller
(Principal Accounting Officer)
-13-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF EARNINGS AND THE CONSOLIDATED BALANCE SHEET AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-30-1999
<PERIOD-END> FEB-28-1999
<CASH> 2,499
<SECURITIES> 0
<RECEIVABLES> 170,014
<ALLOWANCES> (9,083)
<INVENTORY> 205,846
<CURRENT-ASSETS> 390,858
<PP&E> 195,554
<DEPRECIATION> (143,710)
<TOTAL-ASSETS> 510,742
<CURRENT-LIABILITIES> 95,755
<BONDS> 201,940
0
0
<COMMON> 89,375
<OTHER-SE> 123,672
<TOTAL-LIABILITY-AND-EQUITY> 510,742
<SALES> 176,402
<TOTAL-REVENUES> 177,314
<CGS> 132,822
<TOTAL-COSTS> 132,822
<OTHER-EXPENSES> 38,039
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,188
<INCOME-PRETAX> 2,265
<INCOME-TAX> 860
<INCOME-CONTINUING> 1,405
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,405
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
