<PAGE> 1
- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 10-Q
X QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE
- -----
ACT OF 1934 for Quarterly period ended September 30, 1995
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
- -----
EXCHANGE ACT OF 1934 for the Quarterly period from to .
----- -----
Commission file number: 0-17154
-------
SIERRA ON-LINE, INC.
------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 77-0164293
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
3380 - 146th Place SE., Suite 300, Bellevue, WA 98007
-------------------------------------------------
(Address of principal executive offices)
(206) 649-9800
----------------------------------------
(Registrant's telephone number, including area code)
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 Registration was
required to file such reports); and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
The number of shares of the Registrant's common stock outstanding as of October
31, 1995 was 18,634,774.
- --------------------------------------------------------------------------------
<PAGE> 2
SIERRA ON-LINE, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets at September 30, 1995
and March 31, 1995................................................................... 3
Consolidated Statements of Operations-
three and six months ended September 30, 1995 and 1994............................... 4
Consolidated Statements of Cash Flows-
six months ended September 30, 1995 and 1994......................................... 5
Notes to Consolidated Financial Statements-
six months ended September 30, 1995 and 1994......................................... 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................................ 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders ................................. 10
Item 6. Exhibits and Reports of Form 8-K .................................................... 10
SIGNATURES.................................................................................................. 11
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
SIERRA ON-LINE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
September 30, March 31,
1995 1995
------------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ......................................................... $ 27,651 $ 48,888
Marketable investment securities .................................................. 51,662 50,573
Accounts receivable, net of allowances of $7,307 and $7,262 ....................... 33,345 11,024
Inventories ....................................................................... 5,454 4,838
Deferred income taxes ............................................................. 2,300 1,760
Refundable income taxes ........................................................... 458 670
Other current assets (including $792 receivable from related party on March 31).... 5,651 4,226
-------- --------
Total Current Assets .......................................................... 126,521 121,979
PROPERTY, PLANT AND EQUIPMENT, net ..................................................... 9,976 8,851
SOFTWARE DEVELOPMENT COSTS ............................................................. 548 1,048
GOODWILL, net of accumulated amortization of $3,641 and $2,871 ......................... 5,727 6,498
DEFERRED INCOME TAXES .................................................................. 1,083 1,515
OTHER ASSETS ........................................................................... 1,402 1,807
-------- --------
$145,257 $141,698
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable .................................................................. $ 9,342 $ 5,829
Accrued compensation and related benefits ......................................... 3,809 3,804
Accrued incentive payments ........................................................ -- 1,562
Royalties payable (including $616 and $633 payable to a related party) ............ 2,667 2,840
Deferred revenue .................................................................. 1,146 1,261
Accrued interest .................................................................. 903 1,160
Other accrued expenses ............................................................ 2,066 3,977
-------- --------
Total Current Liabilities ..................................................... 19,933 20,433
ADVANCES UNDER PUBLISHING AGREEMENT AND OTHER LIABILITIES .............................. 4,867 5,326
CONVERTIBLE DEBT, net of unamortized discount and issuance
costs of $655 and $1,066 .......................................................... 23,320 34,634
COMMITMENTS AND CONTINGENCIES .......................................................... -- --
STOCKHOLDERS' EQUITY:
Preferred stock, par value of $.01 per share;
1,000,000 shares authorized; none outstanding ................................. -- --
Common stock and paid in capital, par value $.01 per share;
40,000,000 shares authorized; 18,713,924 and 17,557,115 shares
issued as of September 30, 1995 and March 31, 1995, respectively .............. 82,306 70,021
Retained earnings, including net unrealized holding gain .......................... 15,142 11,514
Cumulative translation adjustment ................................................. 38 119
-------- --------
97,486 81,654
Less common stock in treasury, 94,154 shares at cost .............................. 349 349
-------- --------
Total Stockholders' Equity ............................................... 97,137 81,305
-------- --------
$145,257 $141,698
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
SIERRA ON-LINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended Six months ended
September 30, September 30,
----------------------- ----------------------
1995 1994 1995 1994
--------- ---------- --------- --------
<S> <C> <C> <C> <C>
REVENUES:
Net sales............................................ $ 30,912 $ 18,921 $ 52,078 $ 31,012
Other................................................ 853 538 1,143 1,308
--------- ---------- --------- --------
31,765 19,459 53,221 32,320
--------- ---------- --------- --------
OPERATING EXPENSES:
Manufacturing costs ............................... 7,342 4,296 11,825 7,696
Amortization of software development costs........... 500 2,397 500 3,987
Royalties............................................ 2,413 1,479 4,029 2,159
Selling, general and administrative.................. 9,174 6,245 17,271 12,846
Research and development............................. 7,319 4,939 14,804 8,659
--------- ---------- --------- --------
26,748 19,356 48,429 35,347
--------- ---------- --------- --------
INCOME (LOSS) FROM OPERATIONS............................. 5,017 103 4,792 (3,027)
--------- ---------- --------- --------
OTHER (INCOME) EXPENSE:
Equity in loss from The ImagiNation Network.......... -- 452 -- 1,990
Interest expense .................................... 1,275 936 1,970 1,725
Interest income .................................... (1,356) (804) (2,744) (1,416)
Amortization of goodwill............................. 431 300 867 605
--------- ---------- --------- --------
350 884 93 2,904
--------- ---------- --------- --------
INCOME (LOSS) BEFORE INCOME TAXES......................... 4,667 (781) 4,699 (5,931)
INCOME TAX PROVISION (BENEFIT)............................ 1,680 69 1,680 (936)
CHANGE IN VALUATION ALLOWANCE ............................ (270) -- (270) --
--------- ---------- --------- --------
NET INCOME (LOSS) ........................................ $ 3,257 $ (850) $ 3,289 $ (4,995)
========= ========== ========= ========
NET INCOME (LOSS) PER SHARE .............................. $ 0.17 $ (0.05) $ 0.17 $ (0.31)
========= ========== ========= ========
Weighted average shares outstanding ...................... 19,712 16,146 19,239 16,136
========= ========== ========= ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
SIERRA ON-LINE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Six months ended
September 30,
--------------------------
1995 1994
--------- --------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss)......................................................................... $ 3,289 $ (4,995)
Reconciliation to net cash provided by (used for) operating activities:
Depreciation and leasehold amortization.......................................... 1,829 1,900
Amortization of capitalized software, goodwill and convertible debt
issuance costs ............................................................. 1,428 4,704
Loss from The ImagiNation Network ............................................... -- 1,990
Provision for doubtful accounts.................................................. 468 404
Deferred income taxes ........................................................... (108) (1,009)
Other ........................................................................... (627) 70
Cash provided (used) by changes in assets and liabilities:
Accounts receivable......................................................... (21,853) (2,619)
Inventories ................................................................ (616) (615)
Other current assets........................................................ (1,426) (803)
Software development costs ................................................. -- (3,984)
Other assets................................................................ 321 (18)
Accounts payable............................................................ 3,513 126
Royalties payable........................................................... (173) 911
Deferred revenue ........................................................... (115) 500
Other accrued expenses...................................................... (1,861) 2,675
Income taxes refundable/payable............................................. (88) 1,679
Advances under publishing agreement and other liabilities................... (462) 11
--------- --------
Net cash provided (used) by operating activities................................. (16,481) 927
INVESTING ACTIVITIES:
Proceeds from matured or retired marketable investment securities.................... 48,050 15,168
Purchase of marketable investment securities......................................... (49,138) (35,813)
Net purchases of property, plant, and equipment...................................... (2,954) (2,244)
Loan to The ImagiNation Network ..................................................... -- (2,895)
Incentive payments to subsidiaries .................................................. (1,562) (1,620)
--------- --------
Net cash used by investing activities............................................ (5,604) (27,404)
FINANCING ACTIVITIES:
Net proceeds from convertible note offering ......................................... -- 48,250
Proceeds from exercise of options and warrants....................................... 896 334
Principal payment on note borrowings and lease obligations........................... -- 55
--------- --------
Net cash provided by financing activities........................................ 896 48,639
--------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...................................... (21,189) 22,162
EFFECT OF EXCHANGE RATE CHANGES ON CASH................................................... (48) --
CASH AND CASH EQUIVALENTS:
BEGINNING OF YEAR.................................................................... 48,888 3,281
--------- --------
END OF PERIOD........................................................................ $ 27,651 $ 25,443
========= ========
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE> 6
SIERRA ON-LINE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
NOTE 1 - BASIS OF PRESENTATION AND ACCOUNTING POLICIES
The accompanying financial statements should be read in conjunction
with the Company's Form 10-Q for the three months ended June 30, 1995 and the
Company's financial statements for the year ended March 31, 1995 filed under
Item 5 of the previous quarter's Form 10-Q.
The unaudited interim financial information, as of and for the periods
ended September 30, 1995 and 1994, was prepared in a manner consistent with the
audited financial statements and pursuant to the rules and regulations of the
Securities and Exchange Commission. In the opinion of management, the
accompanying interim financial statements reflect all adjustments which are of a
normal recurring nature and necessary to present fairly the financial position,
results of operations and cash flows for the periods presented. The results of
operations for the three and six months ended September 30, 1995 are not
necessarily indicative of the results to be expected for the entire year.
NOTE 2 - BUSINESS COMBINATIONS
On July 17, 1995 the Company merged with Green Thumb Software, Inc.
("Green Thumb"), developers of LandDesigner Multi-media for Gardens in exchange
for 87,762 shares of Sierra's common stock. On September 11, 1995 the Company
also merged with Arion Software, Inc. ("Arion"), developers of cooking software,
in exchange for 60,196 shares of Sierra's common stock. Both mergers have been
accounted for as poolings-of-interests and both are considered insignificant to
the results of operations and financial position of Sierra On-Line at September
30, 1995. Accordingly, the prior period unaudited financial information
contained herein has not been restated for these mergers.
On July 12, 1995 the Company entered into a joint venture agreement
with Pioneer Electronic Corporation ("Pioneer") to market and develop
entertainment and other software titles for the Japanese market. Under this
agreement Sierra On-Line received 51% ownership of the Sierra Pioneer Joint
Venture in exchange for a capital contribution of approximately $1.5 million.
Sierra On-Line also agreed to contribute up to an additional $3.7 million, or
367 million yen, in additional capital in proportion to its 51% ownership
interest subject to the need for sufficient working capital in accordance with
the annual budget. The Company also licensed the right to publish and distribute
in Japan and Asia all of its software products to the joint venture in exchange
for quarterly royalty payments. The results of operations and financial position
of the Sierra Pioneer Joint Venture are consolidated with the financial
statements of Sierra On-Line.
NOTE 3 - NET INCOME (LOSS) PER SHARE
Net income (loss) per share is based upon the weighted average number
of common shares outstanding during the period as adjusted for the shares issued
in the merger with Green Thumb and Arion described in Note 2 and after
consideration of the dilutive effect, if any, of stock options granted using the
treasury stock method. In addition, conversion of the Company's 6-1/2%
Convertible Subordinated Notes are included in fully diluted income per share
using the if-converted method when such securities are dilutive.
NOTE 4 - INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of the following: (Dollars in thousands)
September 30, March 31,
1995 1995
------------- ---------
<S> <C> <C>
Raw materials................................... $ 3,295 $ 2,793
Work in progress................................ --- 65
Finished goods.................................. 2,159 1,980
--------- ---------
$ 5,454 $ 4,838
========= =========
</TABLE>
6
<PAGE> 7
NOTE 5 - FEDERAL INCOME TAXES - CHANGE IN VALUATION ALLOWANCE
The decrease in valuation allowance of $270,000 during the three months
ended September 30, 1995 is the result of the Company being able to utilize
previously allowanced credit carryforwards.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis of operations should be read in conjunction with
the Company's Form 10-Q for the three months ended June 30, 1995 and the
Company's financial statements for the year ended March 31, 1995 filed under
Item 5 of the previous quarter's Form 10-Q. The analysis is provided pursuant to
applicable Securities and Exchange Commission regulations and is not intended to
serve as a basis for projection of future events.
On July 17, 1995 the Company merged with Green Thumb Software, Inc. ("Green
Thumb"), developers of LandDesigner Multi-media for Gardens in exchange for
87,762 shares of Sierra's common stock. On September 11, 1995 the Company also
merged with Arion Software, Inc. ("Arion"), developers of cooking software, in
exchange for 60,196 shares of Sierra's common stock. Both mergers have been
accounted for as poolings-of-interests and both are considered insignificant to
the results of operations and financial position of Sierra On-Line at September
30, 1995. Accordingly, the prior period unaudited financial information
contained herein has not been restated for these mergers.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
REVENUES: Net sales of $30,912,000 and total revenues of $31,765,000 for the
current quarter represented an increase of 63% compared to the same quarter in
the prior year. International revenues increased $4.1 million, or approximately
100% over the $4.0 million in international revenues for the comparable quarter
of the prior year. Sales of Phantasmagoria, an adventure title released in
August 1995, accounted for $9.9 million of the increase in net sales.
Historically the Company's sales are seasonal and the Company's quarter ending
December 31 frequently has the highest sales volume of the four fiscal quarters
because of the holiday season. Besides seasonality, factors having a major
impact on sales volume include consumer perception of the general economy,
competition for retail shelf space, and the success of the Company's most recent
product releases.
For the quarter ended September 30, 1995, 63% of net sales was derived from
products released in the current quarter and 82% was from products released in
the preceding 12 months. In the comparable prior year quarter, 39% of net sales
was derived from current quarter releases and 75% was from products released in
the prior 12 months.
The following table sets forth the percentage of the Company's net sales derived
from software product categories for the two quarters indicated:
<TABLE>
<CAPTION>
Quarter Ended September 30,
1995 1994
----------- -----------
<S> <C> <C>
Series:
Adventure........... 50% 28%
Simulation.......... 18% 34%
Educational......... 12% 11%
Action/Family....... 11% 12%
Sports.............. 1% 11%
Other............... 8% 4%
---- ----
100% 100%
==== ====
Net Sales............. $30,912,000 $18,921,000
</TABLE>
Other revenues include income from the Company's telephone hint line.
OPERATING EXPENSES: Manufacturing costs increased from 23% to 24% of net sales
due primarily to increased costs resulting from products containing multiple
CDs.
8
<PAGE> 9
Selling, general and administrative ("SG&A") expense increased $2.9 million to
$9.2 million, but decreased from 32% to 29% of total revenues. This increase
consisted of a $2.4 million increase in sales and marketing expenses and a $0.5
million increase in administrative expense.
Research and development expense, which reflects total research and development
expenditures less capitalized software development costs, increased $2.4
million, but decreased from 25% to 23% of revenues. The increase in expense was
due primarily to a decrease in deferred development costs of $1.9 million.
SIX MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
REVENUES: For the six month period ended September 30, 1995 net sales increased
$21 million or 68% to $52 million and total revenues increased $20.9 million or
65% to $53 million over the comparable prior year period. Of this increase, $9.9
million was attributable to net sales of Phantasmagoria and $9.0 million was
attributable to increased international sales.
OPERATING EXPENSES: Manufacturing costs for the six month period ended September
30, 1995 decreased from 25% to 23% of net sales over the comparable prior year
period. This decrease was attributable to lower media costs and increased
manufacturing efficiencies in the first quarter period offset by increased costs
of multiple CD products.
Royalty costs increased from 7% to 8% of net sales due to increased royalty
payments during the first quarter resulting from the increasing technological
sophistication of the Company's products.
Selling, general and administrative expense increased $4.4 million but decreased
from 40% to 32% of total revenues. This increase was attributable primarily to
increased spending on sales and marketing activities.
Research and development expense increased $6.1 million due primarily to a
decrease in deferred development costs of $4.0 million.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1995, the Company had cash, cash equivalents and marketable
investment securities aggregating approximately $79 million, a decrease of $20
million from the balance at March 31, 1995.
The Company's working capital requirements are seasonal and tend to be for
accounts receivable and inventories. Cash was used by operating activities due
primarily to increases in net receivables of $22 million. Net receivables
increased due to strong shipments of Phantasmagoria in August and September 1995
and to shipments of Ultra 3D Pinball, Caesar's II and Print Artist 3.0 in
September 1995. The Company has provided adequate allowances for sales returns
and discount allowances.
The Company is continually evaluating business acquisition opportunities that
will broaden its product selection for the home consumer.
The Company believes its existing cash, cash equivalents and marketable
securities, are sufficient to meet its current planned requirements for the
foreseeable future.
9
<PAGE> 10
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Company's 1995 Annual Meeting of Stockholders was held on
August 17, 1995 (the "Meeting");
(c) The matters voted upon at the Meeting, and the number of votes cast
for, against or withheld, as well as the number of abstentions and broker
non-votes, as to each such matter are set forth below (including a separate
tabulation for each director nominee):
1. To elect two Class X directors of the Company, each to serve until the
expiration of his three-year term and until his successor is elected and
qualified or until his earlier resignation or removal for cause:
<TABLE>
<CAPTION>
VOTES VOTES
NOMINEE FOR WITHHELD
------------------------------------------------
<S> <C> <C>
Walter A. Forbes 14,833,408 155,872
Marvin H. Green 14,833,428 155,852
</TABLE>
2. To approve adoption of the Company's 1995 Stock Option and Award Plan and to
reserve 2,000,000 shares of the Company's Common Stock for issuance (during
multi-year term of the plan) thereunder, provided that not more than 300,000
such shares shall be available for issuance to directors thereunder:
<TABLE>
<S> <C>
For 9,284,705
Against 4,058,282
Abstain 18,942
Broker Non-Votes 1,627,351
</TABLE>
3. To approve adoption of the Company's 1995 Employee Stock Purchase Plan and
to reserve 200,000 shares of the Company's Common Stock for issuance
thereunder:
<TABLE>
<S> <C>
For 13,354,704
Against 27,964
Abstain 18,120
Broker Non-Votes 1,588,492
</TABLE>
4. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent public accountants for fiscal 1996:
<TABLE>
<S> <C>
For 14,984,484
Against 996
Abstain 3,800
Broker Non-Votes 0
</TABLE>
ITEM 6. EXHIBITS AND REPORTS OF FORM 8-K.
(a) The following exhibits are filed herewith:
Exhibit 11.0 - Statement Re Computation of Per Share Earnings
(b) Reports on Form 8-K.
None.
10
<PAGE> 11
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.
SIERRA ON-LINE, INC.
Date: November 13, 1995 By: /s/ Michael A. Brochu
-------------------------------------
Michael A. Brochu
President and Chief Operating Officer
By: /s/ Fred Schapelhouman
-------------------------------------
Fred Schapelhouman
Chief Accounting Officer
11
<PAGE> 1
EXHIBIT 11.0
SIERRA ON-LINE, INC. AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
------------------ ------------------
<S> <C> <C>
Weighted average number of common shares outstanding..................... 18,331 16,146
Common share equivalents:
Dilutive effect of stock options..................................... 1,381 --
----------- -----------
Total average common and common equivalent shares................. 19,712 16,146
=========== ===========
Net income (loss)........................................................ $ 3,257 $ (850)
=========== ===========
Net income (loss) per common and common equivalent share................. $ 0.17 $ (0.05)
=========== ==========
</TABLE>
<TABLE>
<CAPTION>
SIX MONTHS ENDED
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 30, 1995 SEPTEMBER 30, 1994
------------------ ------------------
<S> <C> <C>
Weighted average number of common shares outstanding..................... 17,988 16,136
Common share equivalents:
Dilutive effect of stock options..................................... 1,251 --
----------- -----------
Total average common and common equivalent shares................. 19,239 16,136
=========== ===========
Net income (loss)........................................................ $ 3,289 $ (4,995)
=========== ===========
Net income (loss) per common and common equivalent share................. $ 0.17 $ (0.31)
=========== ==========
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> SEP-30-1995
<CASH> 27,651
<SECURITIES> 51,662
<RECEIVABLES> 40,652
<ALLOWANCES> 7,307
<INVENTORY> 5,454
<CURRENT-ASSETS> 126,521
<PP&E> 23,951
<DEPRECIATION> 13,975
<TOTAL-ASSETS> 145,257
<CURRENT-LIABILITIES> 19,933
<BONDS> 0
<COMMON> 82,306
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 145,257
<SALES> 52,078
<TOTAL-REVENUES> 53,221
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 48,429
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,970
<INCOME-PRETAX> 4,699
<INCOME-TAX> 1,410
<INCOME-CONTINUING> 3,289
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,289
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
