<PAGE>
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 Quarter ended December 31, 1995
Commission File Number 0-18238
SEQUOIA SYSTEMS, INC.
---------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 04-2738973
- -------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
400 Nickerson Road, Marlborough, Massachusetts 01752
- ---------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (508) 480-0800
--------------
Indicate by check mark whether registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO_____
-----
Indicate the number of shares outstanding of each of the registrant's
classes of stock, as of the latest practicable date.
Class Outstanding at January 31, 1996
----- -------------------------------
Common Stock, $.40 par value 15,484,425
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS SEQUOIA SYSTEMS, INC. AND SUBSIDIARIES
(in thousands, except share data)
ASSETS December 31, June 30,
1995 1995
(unaudited)
-------------------------------------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $13,945 $15,317
Accounts receivable, net of allowance for doubtful accounts
of $1,047 at December 31, 1995 and $1,288 at June 30, 1995 17,628 12,739
Inventories 18,651 16,713
Other current assets 1,835 1,974
-------------------------------------------
Total current assets 52,059 46,743
-------------------------------------------
Equipment and Improvements, at cost:
Computer equipment 12,797 12,329
Machinery and equipment 4,668 4,687
Equipment under capital lease 2,666 2,666
Furniture and fixtures 1,461 1,306
Leasehold improvements 1,644 1,575
-------------------------------------------
23,434 22,563
Less - Accumulated depreciation and amortization 18,807 17,828
-------------------------------------------
4,627 4,735
-------------------------------------------
Other Assets 780 763
-------------------------------------------
Total Assets $57,466 $52,241
===========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $8,290 $6,809
Accrued expenses 9,068 9,037
Deferred revenue 886 888
Current portion of capital lease obligations 120 125
-------------------------------------------
Total current liabilities 18,364 16,859
-------------------------------------------
Obligations under capital lease, net of current portion - 56
-------------------------------------------
Total long-term obligations - 56
-------------------------------------------
Stockholders' Equity:
Preferred stock, $.40 par value:
Authorized--12,500,000 shares at December 31, 1995 and June 30, 1995
Issued--none
Common stock, $.40 par value:
Authorized--35,000,000 shares at December 31, 1995 and June 30, 1995
Issued and outstanding 15,422,000 shares at December 31, 1995
and 15,165,000 shares at June 30, 1995 6,169 6,066
Additional paid-in capital 79,872 79,395
Accumulated deficit (47,123) (50,288)
Cumulative translation adjustment 184 153
-------------------------------------------
Total stockholders' equity 39,102 35,326
-------------------------------------------
Total Liabilities and Stockholders' Equity $57,466 $52,241
===========================================
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS SEQUOIA SYSTEMS, INC. AND SUBSIDIARIES
(Unaudited)
For the three months ended, For the six months ended,
December 31, 1995 January 1, 1995 December 31, 1995 January 1, 1995
------------------- ----------------- ------------------- -----------------
(in thousands except per share data)
<S> <C> <C> <C> <C>
Revenues
Product $24,382 $21,259 $48,268 $39,053
Service & Other 3,556 3,679 7,155 7,489
------------------- ----------------- ------------------- -----------------
Total revenues 27,938 24,938 55,423 46,542
Cost of Revenues
Product 14,898 10,685 29,130 20,499
Service and Other 1,900 1,963 3,784 3,971
------------------- ----------------- ------------------- -----------------
Total cost of revenues 16,798 12,648 32,914 24,470
Gross profit 11,140 12,290 22,509 22,072
Research and Development Expenses 3,270 3,110 6,388 6,136
Selling, General and Administrative
Expenses 6,558 6,859 13,134 12,884
------------------- ----------------- ------------------- -----------------
Total operating expenses 9,828 9,969 19,522 19,020
Income from operations 1,312 2,321 2,987 3,052
Interest Income 211 186 402 391
Interest Expense (3) (106) (10) (146)
Other Income 13 75 28 74
------------------- ----------------- ------------------- -----------------
Income before provision
for taxes 1,533 2,476 3,407 3,371
Provision for Income Taxes 108 453 242 644
------------------- ----------------- ------------------- -----------------
Net income $1,425 $2,023 $3,165 $2,727
=================== ================= =================== =================
Net Income Per Common and Common
Share Equivalent $0.09 $0.13 $0.20 $0.18
=================== ================= =================== =================
Weighted Average Number of Common and
Common Share Equivalents Outstanding 15,987 15,459 16,048 15,514
=================== ================= =================== =================
</TABLE>
The accompnaying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS SEQUOIA SYSTEMS, INC. AND SUBSIDIARIES
(Unaudited)
<TABLE>
<CAPTION>
For the six months ended: December 31, January 1,
1995 1995
------------------------------------
($ in thousands)
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $3,165 $2,727
Adjustments to reconcile net income to
net cash provided by (used in) operating activities--
Depreciation 979 1,368
Amortization 333 107
Provision for bad debts (240) 114
Provision for deferred taxes (168) (266)
Changes in assets and liabilities:
Accounts receivable (4,649) (2,209)
Accounts receivable from related parties - 697
Inventories (1,938) (3,361)
Income taxes 297 624
Other current assets 307 149
Accounts payable 1,481 (281)
Accrued expenses (266) 1,242
Deferred revenue (2) (75)
-------------------------------------
Net cash provided by (used in)
operating activities (701) 836
Cash Flows From Investing Activities:
Purchase of equipment and improvements (871) (1,249)
Decrease (increase) in other assets (350) (475)
-------------------------------------
Net cash used in investing activities (1,221) (1,724)
Cash Flows From Financing Activities:
Repayment of obligations under capital leases (61) (54)
Long-term debt - (313)
Proceeds from issuance of common stock 580 210
-------------------------------------
Net cash provided by (used in) financing activities 519 (157)
Effect of exchange rates on cash 31 15
Net Decrease in Cash and Cash Equivalents (1,372) (1,030)
Cash and Cash Equivalents, beginning of period 15,317 21,024
-------------------------------------
Cash and Cash Equivalents, end of period
$13,945 $19,994
=====================================
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
Interest $11 $166
Income taxes paid $117 $297
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
4
<PAGE>
Notes to Consolidated Financial Statements
Sequoia Systems, Inc. and Subsidiaries
(unaudited)
NOTE 1 BASIS OF PRESENTATION
- ------
The financial statements included herein have been prepared by Sequoia
Systems, Inc. (the "Company") pursuant to the rules and regulations of the
Securities and Exchange Commission (the "Commission"). Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The Company believes, however,
that the disclosures made are adequate to make the information not misleading.
It is suggested that these financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's latest audited
financial statements, which are contained in the Company's Annual Report on Form
10-K for the year ended June 30, 1995, filed with the Commission on September
26, 1995, as amended by Amendment No. 1 on Form 10-K/A, filed with the
Commission on October 26, 1995.
This information includes all adjustments, (consisting of normal, recurring
adjustments) which the Company considers necessary for a fair presentation of
such information. The results of operations for the three and six months ended
December 31, 1995 are not necessarily indicative of results to be expected for
the entire year.
NOTE 2 INVENTORIES
- ------
Inventories are stated at the lower of average cost (first-in, first-out)
or market which requires the periodic assessment of net realizable value. The
difference between cost and market is charged to income in the period the
impairment is determined. Inventory including materials, labor and manufacturing
overhead consists of the following:
<TABLE>
<CAPTION>
(in thousands)
December 31, June 30,
1995 1995
-------------------------------------
<S> <C> <C>
Raw materials $13,014 $ 9,966
Work-in-process 2,768 3,595
Finished goods 2,869 3,152
-------------------------------------
$18,651 $16,713
-------------------------------------
</TABLE>
5
<PAGE>
Notes to Consolidated Financial Statements
Sequoia Systems, Inc. and Subsidiaries
(unaudited)
NOTE 3 NET INCOME PER SHARE
- ------
For the three and six month periods ended December 31, 1995 and January 1,
1995, respectively, net income per share was based on the weighted average
number of common and common share equivalents outstanding during the period,
computed in accordance with the treasury stock method. Primary and fully diluted
earnings per share are not separately stated as they are substantially the same.
NOTE 4 ACCOUNTING FOR STOCK-BASED COMPENSATION
- ------
In November 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." The Company intends to adopt the disclosure requirements of SFAS
123 for the year ending June 30, 1997, therefore. the adoption of SFAS 123 will
have no impact on the Company's financial position or results of operations.
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company's predominant business lines include ruggedized, mission-critical
computers and components, both SPARC and Intel based, for the industrial market
and Bellcore Network Equipment Building Systems ("NEBS") compliant products
specifically designed for the telecommunications market. In addition, the
Company provides Motorola and Intel based systems and upgrade products for on-
line transaction processing ("OLTP") and other interactive applications in
which system availability, fast response times and data integrity are critical.
As a leading supplier of ruggedized and mission critical computers from the
desktop to the mainframe, the Company operates in one segment, computer systems,
and addresses expanding market requirements for greater system availability.
The Company recently announced that, as a result of reduced revenues in the
Motorola products sold to the OLTP market, it was expecting to implement cost
reductions programs and to review asset utilization, including levels of
inventory associated with this product line. As a result of these actions, the
Company expects to record a charge to operations in the third quarter of fiscal
1996 which will include severance costs associated with a staff reduction that
has already taken place in the third quarter. The Company continues to
reevaluate its allocation of resources among its product lines.
RESULTS OF OPERATIONS
REVENUES
--------
The Company's revenues increased by 12% to $27,938,000 for the three months
ended December 31, 1995, from $24,938,000 for the three months ended January 1,
1995. This is primarily attributable to a 15% increase in product revenues,
slightly offset by a 3% decrease in service revenues. The Company's revenues
increased by 19% to $55,423,000 for the six months ended December 31, 1995, from
$46,542,000 for the six months ended January 1, 1995. This is attributable to a
24% increase in product revenues slightly offset by a 4% decrease in service
revenues.
As a percent of total product revenues, sales of all ruggedized products
comprised 77% for the three months ended December 31, 1995 and 61% for the
corresponding three months of the prior fiscal year. For the six months ended
December 31, 1995 sales of all ruggedized products comprised 77% of total
product revenue compared to 63% in the corresponding six months of the prior
fiscal year.
7
<PAGE>
Product revenue growth of $3,123,000 and $9,215,000 for the three and six
months ended December 31, 1995, respectively, as compared to the corresponding
three and six months for the prior year was primarily attributable to (i)
significant increases of 44% and 108% for the three and six months ended
December 31, 1995, respectively, in sales of NEBS compliant SPARC and Intel
based products specifically designed for the telecommunications market and (ii)
increases of 46% and 41% for the three and six months ended December 31, 1995,
respectively, in sales of ruggedized Intel based products for the industrial
market. These gains were partially offset by decreases of 33% and 24% for the
three and six months ended December 31, 1995, respectively, in sales of Motorola
based products for the OLTP market when compared to the corresponding periods in
the prior year.
The increase in sales of NEBS compliant SPARC and Intel based products
specifically designed for the telecommunications market was comprised of a large
demand for customized CPU cards primarily related to one customer in the U.S.
while the number of systems sold remained relatively constant.
The growth in sales of ruggedized Intel based products for the industrial
market was comprised of a 60% and 53% increase in units shipped partially offset
by a 9% and 7% decline in average unit price, for the three and six months
ended December 31, 1995 and January 1, 1995, respectively, which reflects a more
mature product life cycle of 486 CPU based products. The continued product
transitions during 1996 to Pentium and Pentium Pro CPU's may result in higher
average unit prices for the Company's ruggedized products. However, any
increase in average unit price is expected to be offset by higher discounts as
the Company intends to derive a higher proportion of its revenues through an
independent distribution channel.
The decline in sales of OLTP products was attributable to a continued decline
in overall market demand for the Company's Motorola based systems, particularly
in Australia and the U.K. In addition, this has resulted in a slight decline in
the associated service revenue for the three and six months ended December 31,
1995. During fiscal 1995, OLTP based product revenues consisted primarily of
sales of additional systems and upgrades to existing customers who have
increased information processing requirements, rather than systems sales to new
customers. Revenues from the sales of these Motorola based expansion systems
and upgrades are expected to continue to decline during fiscal 1996. During the
first half of 1996, the Company announced a new line of Enterprise Servers using
Intel processors and recorded approximately $200,000 of revenue from a limited
number of these servers. Revenue from growth in sales of these Intel based
products for this market may partially offset the decline of Motorola based
products as fiscal 1996 progresses.
8
<PAGE>
Sales outside the United States comprised $5,051,000, or 18% of total
revenues, for the three months ended December 31, 1995, as compared to
$5,359,000 or 21% of total revenues for the three months ended January 1, 1995.
For the six months ended December 31, 1995, sales outside the United States
comprised $11,121,000, or 20% of total revenues, as compared to $9,745,000 or
21% of total revenues. The composition of sales outside the U.S. has changed
geographically with increases in sales of ruggedized products in Germany and
Western Europe offset by the decrease in sales of Motorola based products in
Australia and the U.K.
During the three and six months ended December 31, 1995, there were no sales
to one customer representing greater than 10% of total company revenues.
However, the Company believes that certain Value Added Resellers ("VAR's") in
the healthcare market and customers in the telecommunications market will
continue to represent a substantial portion of overall sales. Changes in the
Company's relationship with, performance by or loss of such customers could have
a significant adverse effect on the Company's revenues and operating results.
The markets for NEBS compliant SPARC and Intel based products and ruggedized
Intel based products are characterized by rapidly changing technology and user
needs, requiring significant investment for product development. During the
three months ended December 31, 1995 the Company introduced a new product, the
HARDBODYtm, a mobile handheld PC. The Company believes that a large part of its
ability to increase revenues in the future will depend upon its ability to
develop, manufacture and market new and differentiated products such as the
HARDBODYtm, which meet new market requirements and changing user needs in a
cost-effective and timely manner.
The Company purchases most of the components of its products and virtually all
of its peripheral devices from a limited number of suppliers. Although the
Company believes that alternative sources for these items could be developed in
a short period of time if required, future shortages of such components or
peripherals could result in production delays. Certain microprocessors used in
the ruggedized product lines are available only from Intel Corporation and Sun
Microsystems, Inc. and changes in the availability of these components at any
time could adversely affect the Company's operations.
A substantial portion of the Company's revenues in each quarter generally
results from shipments during the quarter of orders received in that quarter.
Minor timing differences in receipt of customer orders and shipments may produce
significant fluctuations in quarterly revenues and profits.
9
<PAGE>
GROSS MARGIN
------------
Gross margin declined 9% to 40% for the three months ended December 31, 1995,
compared to 49% for the three months ended January 1, 1995. During the six
months ended December 31, 1995 gross margin declined 6% to 41% from 47% in the
corresponding period of the prior fiscal year. These decreases were primarily
the result of decreases in product margins as service margins were relatively
unchanged.
Decreased product margin was caused primarily by a shift in the mix of sales
to a higher proportion of ruggedized products which carry lower margins than the
Motorola based systems, upgrades and expansions. Within sales of all ruggedized
products, margins also decreased for the three and six months ended December 31,
1995. This decrease was related predominantly to certain higher margin
telecommunication sales in the second quarter of the prior year as compared to
the three months ended December 31, 1995 along with a higher mix of industrial
ruggedized products in the three months ended December 31, 1995, which carry a
lower margin than telecommunication products. Motorola based products also
experienced a decrease in margins for the three and six months ended December
31, 1995 due to a higher mix of recently introduced low end systems which carry
lower margins, offset partially by sales of refurbished equipment which carry
higher margins.
Fluctuations in future margin levels may result from the mix of product
revenues and respective varying margin contributions from sales of the different
product lines, including ruggedized products to the telecommunication and
industrial markets and Motorola based products to the OLTP market.
Gross profits decreased $1,150,000 and increased $437,000 for the three and
six month periods ended December 31, 1995, as compared to the three and six
months ended January 1, 1995. These changes resulted primarily from higher
revenues offset by the decline in margin percentage.
RESEARCH AND DEVELOPMENT EXPENSES
---------------------------------
The Company's research and development expenses increased slightly by 5% and
4% to $3,270,000 and $6,388,000 respectively for the three and six months ended
December 31, 1995 as compared to the three and six months ended January 1, 1995,
respectively. These increases resulted primarily from efforts to further expand
product offerings for the telecommunications market and to continue development
of ruggedized mobile products, and in particular the introduction of the
HARDBODYtm, a mobile handheld PC. For Motorola products sold to the OLTP
markets, the Company intends to direct its development of upgrade or expansion
features for these products so that its customers have interoperability to open
systems and data bases.
10
<PAGE>
Research and development expenses as a percentage of revenues remained
relatively unchanged at 12% for the three and six months ended December 31,
1995, as compared to 12% and 13% for the three and six months ended January 1,
1995.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
--------------------------------------------
Selling, general and administrative expenses decreased slightly by 4% and
increased slightly by 2% to $6,558,000 and $13,134,000 for the three and six
months ended December 31, 1995, as compared to the three and six months ended
January 1, 1995. The higher spending for the three months ended January 1, 1995
related to merger transaction expenses incurred in that period.
OPERATING INCOME
----------------
The Company reported income from operations of $1,312,000 and $2,987,000 for
the three and six month periods ended December 31, 1995, as compared to
$2,321,000 and $3,052,000 for the three and six months ended January 1, 1995.
These decreases were primarily the result of an increase in product revenues
entirely offset by the decrease in product margins and the slight increase in
operating expenses.
OTHER
-----
The Company had net other income of $221,000 and $420,000 for the three month
and six months ended December 31, 1995, as compared to $155,000 and $319,000 for
the comparable periods in fiscal 1995, respectively. These increases resulted
from having no outstanding bank borrowings during the three month and six month
periods ended December 31, 1995.
INCOME TAXES
------------
The Company recorded provisions for income taxes of $108,000 for the three
months ended December 31, 1995 and $453,000 for the three months ended January
1, 1995. Provisions for income taxes of $242,000 and $644,000 were recorded for
the six months ended December 31, 1995 and January 1, 1995, respectively.
11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995 the Company had cash and cash equivalents and working
capital of $13,945,000 and $33,695,000 respectively, compared to cash and cash
equivalents and working capital of $15,317,000 and $29,884,000, respectively, at
June 30, 1995.
The reduction in cash was primarily due to a significant increase in accounts
receivable. At December 31, 1995 the Company's net accounts receivable were
$17,628,000 compared to $12,739,000 at June 30, 1995. The Company's days sales
outstanding ("DSO") at December 31, 1995 increased to 57 days compared to 44
days at June 30, 1995. The reduction in cash, increase in accounts receivable
and increase in DSO were primarily the result of the timing of sales at the end
of the six month period ended December 31, 1995 and less favorable terms on cash
receipts. Approximately 92% of gross accounts receivable at December 31, 1995
represent sales recorded during the month of December.
Higher inventory levels of $18,651,000 at December 31, 1995 as compared to
$16,713,000 at June 30, 1995 also contributed to the decrease in cash which was
offset in part by the increase in accounts payable for these purchases. The
increase in inventory is due primarily to the purchase of inventory related to
the HARDBODYtm handheld computer which was announced during the quarter and
inventory for sales of Intel based products expected to be shipped in the third
quarter of fiscal 1996.
Capital expenditures totaled $871,000 for the six months ended December 31,
1995, and were comprised primarily of computer equipment, including the
capitalization of internally manufactured systems and software licenses. The
Company expects continued capital expenditures in the second half of fiscal 1996
related to increased investment in the development of the Intel and SPARC based
product lines, but generally at a lower level than in the prior fiscal year.
The Company maintains a line of credit with State Street Bank and Trust
Company and Texas Commerce Bank, National Association, that provides for maximum
borrowings of $20,000,000 secured by substantially all the assets of the
Company. At the Company's option, loans may be drawn down subject to two
interest rate alternatives: (i) a prime rate option bearing interest at the
then current prime rate and (ii) a LIBOR option bearing interest at the LIBOR
rate plus 2%. The Company is required to meet specific covenants throughout
the duration of this agreement. Available borrowings under this agreement are
subject to a borrowing base formula. The agreement expires on October 31, 1996.
At December 31, 1995, no amounts were outstanding under this agreement and the
Company had $11,745,000 available under the borrowing base formula.
The Company believes that its present cash and cash equivalents, working
capital levels, and borrowing capacity are adequate for its operating needs
through fiscal 1996.
12
<PAGE>
In November 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
Compensation." The Company intends to adopt the disclosure requirements of SFAS
123 for the year ending June 30, 1997, therefore. the adoption of SFAS 123 will
have no impact on the Company's financial position or results of operations.
13
<PAGE>
Part II
Other Information
Item 1. Legal Proceedings.
The Company is from time to time a party to various lawsuits arising in the
ordinary course of business. The Company knows of no pending litigation which
is reasonably likely to have a material adverse impact on its financial
condition or its results of operations.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
14
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: February 12, 1996
Sequoia Systems, Inc.
By:/s/ Richard B. Goldman
---------------------------------
Richard B. Goldman
Executive Vice President,
Chief Financial Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> OCT-02-1995
<PERIOD-END> DEC-31-1995
<CASH> 13,945
<SECURITIES> 0
<RECEIVABLES> 18,675
<ALLOWANCES> 1,047
<INVENTORY> 18,651
<CURRENT-ASSETS> 52,059
<PP&E> 23,434
<DEPRECIATION> 18,807
<TOTAL-ASSETS> 57,466
<CURRENT-LIABILITIES> 18,364
<BONDS> 0
0
0
<COMMON> 6,169
<OTHER-SE> 32,933
<TOTAL-LIABILITY-AND-EQUITY> 57,466
<SALES> 48,268
<TOTAL-REVENUES> 55,423
<CGS> 29,130
<TOTAL-COSTS> 32,914
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10
<INCOME-PRETAX> 3,407
<INCOME-TAX> 242
<INCOME-CONTINUING> 3,165
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,165
<EPS-PRIMARY> 0.2
<EPS-DILUTED> 0.2
</TABLE>
