<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
-------------------------------------
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 1-9511
THE COAST DISTRIBUTION SYSTEM, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 94-2490990
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation or organization) Number)
1982 ZANKER ROAD, SAN JOSE, CALIFORNIA 95112
(Address of principal executive offices) (Zip Code)
(408) 436-8611
(Registrant's telephone number, including area code)
The Coast Distribution System
(Former name, former address and former fiscal
year, if changed, since last year)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
5,279,854 shares of Common Stock
as of May 11, 1998
<PAGE> 2
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
March 31, 1998 and December 31, 1997
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
--------- ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 895 $ 308
Accounts receivable - net 31,098 11,268
Inventories 38,952 37,581
Other current assets 4,897 8,247
-------- --------
Total current assets 75,842 57,404
PROPERTY, PLANT, AND EQUIPMENT - NET 4,512 4,709
OTHER ASSETS 10,379 10,550
-------- --------
$ 90,733 $ 72,663
======== ========
LIABILITIES
CURRENT LIABILITIES
Current maturities of long-term
obligations $ 2,744 $ 2,758
Accounts payable - trade 14,941 3,421
Other current liabilities 2,812 2,226
-------- --------
Total current liabilities 20,497 8,405
LONG-TERM OBLIGATIONS
Secured note payable to bank 30,489 25,121
Subordinated term note 2,334 2,334
Other long-term liabilities 2,399 2,453
-------- --------
35,222 29,908
REDEEMABLE PREFERRED STOCK
OF SUBSIDIARY 303 354
SHAREHOLDERS' EQUITY
Common stock, no par value;
authorized: 10,000,000;
issued and outstanding:
5,246,879 at March 31, 1998
and at December 31, 1997 19,640 19,559
Cumulative translation adjustment (276) (305)
Retained earnings 15,347 14,742
-------- --------
34,711 33,996
-------- --------
$ 90,733 $ 72,663
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
2
<PAGE> 3
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands)
Three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Net sales $ 38,364 $ 35,205
Cost of sales, including
distribution costs 31,874 29,672
-------- --------
Gross Profit 6,490 5,533
Selling, general and administrative
expenses 4,696 5,007
-------- --------
Operating income 1,794 526
Other income (expense)
Equity in the net earnings
of affiliate -- 159
Interest expense (724) (884)
Other -- (1)
-------- --------
(724) (726)
-------- --------
Income (loss) before income taxes 1,070 (200)
Income tax expense (benefit) 462 (108)
-------- --------
NET INCOME (LOSS) $ 608 $ (92)
======== ========
Income (loss) per common share:
Basic $ .12 $ (.02)
======== ========
Diluted $ .12 $ (.02)
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
3
<PAGE> 4
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF CASH FLOWS
(Dollars in thousands)
Three months ended March 31,
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 608 $ (92)
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 376 428
Equity in net earnings of affiliated companies -- (159)
Changes in assets and liabilities:
(Increase) in accounts receivable (19,830) (16,674)
(Increase) decrease in inventories (1,371) 1,524
(Increase) in prepaids and other
current assets (488) (351)
Increase in accounts payable 11,520 6,005
Increase in note, accrueds, and other
current liabilities (914) 455
-------- --------
Total adjustments (10,707) (8,772)
-------- --------
Net cash (used in) operating activities (10,099) (8,864)
Cash flows from investing activities:
Capital expenditures (47) (189)
Decrease (Increase) in other assets 39 (55)
Sale of business 5,338 --
-------- --------
Net cash (used in) provided by investing activities 5,330 (244)
Cash flows from financing activities:
Net borrowings under line-of-credit agreement 5,368 9,888
Net borrowings (repayments) of other long-term debt (68) 70
Issuance of Common Stock pursuant to Employee
Stock Option Plans 81 120
Redemption of redeemable preferred stock of subsidiary (51) (60)
Dividends on preferred stock of subsidiary (3) (3)
-------- --------
Net cash provided by financing activities 5,327 10,015
Effect of exchange rate changes on cash 29 (38)
-------- --------
NET INCREASE (DECREASE) IN CASH 587 869
Cash beginning of period 308 214
-------- --------
Cash end of period $ 895 $ 1,083
======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
THE COAST DISTRIBUTION SYSTEM, INC. AND SUBSIDIARIES
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present the Company's financial position as of March 31, 1998 and the
results of its operations and cash flows for the three months ended
March 31, 1998 and 1997. The accounting policies followed by the Company
are set forth in note A to the Company's financial statements in its
Annual Report on Form 10-K for its fiscal year ended December 31, 1997.
2. The results of operations for the three-month periods ended March 31,
1998 and 1997 are not necessarily indicative of the results to be
expected for the full year.
3. Earnings per share are based upon the average number of common and
common equivalent (dilutive stock options and warrants) shares
outstanding during each period (5,246,879 at March 31, 1998 and
5,239,152 at December 31, 1997).
4. The Company leases its corporate offices, warehouse facilities and data
processing equipment. Those leases are classified as operating leases as
they do not meet the capitalization criteria of FASB Statement No. 13.
The office and warehouse leases expire over the next eight years and the
equipment leases expire over the next five years.
The minimum future rental commitments under noncancellable operating
leases having an initial or remaining term in excess of one year as of
December 31, 1997 are as follows:
<TABLE>
<CAPTION>
Year Ending
December 31, Equipment Facilities Total
----------------------------------------------------
(dollars in thousands)
<S> <C> <C> <C>
1998 $ 123 $2,395 $2,518
1999 57 1,523 1,580
2000 15 604 619
2001 8 577 585
2002 1 354 355
Thereafter -- 836 836
------ ------ ------
$ 204 $6,289 $6,493
====== ====== ======
</TABLE>
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
GENERAL
Factors Generally Affecting Sales of RV and Boating Products
The Company is the largest wholesale distributor of replacement parts,
accessories and supplies for recreational vehicles, and one of the largest
distributors of replacement parts, accessories and supplies for boats, in North
America. Sales are made by the Company to retail parts and supplies stores,
service and repair establishments, and new and used recreational vehicle and
boat dealers ("After-Market Customers"). The Company's sales are affected
primarily by (i) usage of recreational vehicles and boats which affects the
consumers' needs for and purchases of replacement parts, repair services and
supplies, and (ii) sales of new recreational vehicles and boats, because
consumers often "accessorize" their recreational vehicles and boats at the time
of purchase.
The usage and the purchase, by consumers, of recreational vehicles and
boats depend, in large measure, upon the extent of discretionary income
available to consumers and their confidence about economic conditions. Weather
conditions also affect the usage of recreational vehicles and boats. As a
result, the Company's sales and operating results can be, and in the past have
been, adversely affected by recessionary economic conditions, increases in
interest rates, which affect the availability and affordability of financing for
purchases of recreational vehicles and boats, increases in gasoline prices which
adversely affect the costs of using recreational vehicles and boats, and
unusually adverse winter weather conditions.
RESULTS OF OPERATIONS
Net Sales. Net sales increased by approximately $3,159,000 or 9% in the
quarter ended March 31, 1998, as compared to the corresponding quarter of 1997.
This increase was due to a strengthening in consumer demand for the products
that the Company sells, and, to a lesser degree, selected price increases on
the products that the Company sells.
Gross Margin. The Company's gross margin increased to 16.9% of net sales
in the three months ended March 31, 1997 from 15.7% for the same period of 1997.
These increases were due primarily to (i) increases in prices by the Company on
selected products which, as discussed above, also positively impacted the
Company's sales, and (ii) the positive effect of higher sales on fixed costs.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses were 12.2% of net sales in the three months ended March
31, 1998, as compared to 14.2% in the same period of 1997. In absolute dollars,
these expenses declined by approximately $311,000 in 1998 as compared to 1997.
These decreases were primarily a result of a reduction of the Company's
telephone expenses, increased efficiencies associated with the Company's
national call center and a restructuring of the Company's sales force.
Operating Income. Due to the combined effects of the increases in sales
and gross margin during 1998, the Company's operating income increased to
$1,794,000 in the quarter ended March 31, 1998, as compared to $526,000 in the
quarter ended March 31, 1997.
Equity in Net Earnings of Affiliated Companies. For several years, the
Company maintained ownership interests in several companies in related
industries ("affiliated companies"). The Company's ownership interests in these
affiliated companies have been accounted for under the equity method of
accounting, under which the Company has included in its operating results, as
"equity in net earnings (loss) of affiliates" its pro rata share of the net
income of or any loss incurred by these companies. H. Burden Limited
6
<PAGE> 7
("Burden"), a distributor of caravan and boating products in Western Europe, in
which the Company had owned a 35% ownership interest ("Burden"), and HWH, Inc.,
a manufacturer of hydraulic leveling devices and other products for recreational
vehicles, in which the Company held 34% ownership interest ("HWH"), accounted
for substantially all of the Company's equity in the net earnings of affiliates.
In the second half of 1997 the Company sold its ownership interest in Burden for
a cash price of $4,198,000; and, in early 1998, it sold its ownership interest
in HWH for a cash price of $5,338,000, in order to provide funds to support the
growth of the Company's core business of distributing after-market products in
North America. As a result, equity in the net earnings of affiliates was not
material to first quarter 1998 operating results and is not expected to be
material to the Company's operating results in the future.
Interest Expense. During the quarter ended March 31, 1998, interest
expense decreased by $160,000 or 18%, as compared to the first quarter of 1997.
This decrease was the result of reductions in average long-term borrowings
outstanding during the first quarter of 1998, as compared to the same quarter of
1997, due to the use of the proceeds from the sales by the Company of its
investments in Burden and HWH to reduce outstanding borrowings and, to a lesser
extent, reductions in inventory as a result of an inventory reduction program
commenced in 1996, the full effects of which were not felt until after the first
quarter of 1997. The Company will continue to rely on borrowings to fund a
substantial portion of its working capital requirements and future growth and,
as a result, it anticipates that interest will continue to be a significant
expense for the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company finances its working capital requirements for its operations
primarily with borrowings under a long-term revolving bank credit facility and
internally generated funds. Under that credit facility, the Company is entitled
to borrow up to the lesser of (i) $35,000,000 with a seasonal reduction to
$30,000,000 between October 1 and January 1 of each year, or (ii) an amount
equal to 80% of its eligible accounts receivable and 50% of its eligible
inventory (the "borrowing base"). Borrowings under this credit facility bear
interest at a per annum rate of interest equal to the bank's prime rate plus
.75% or, at the Company's option but subject to certain limitations, borrowings
under the credit facility will bear interest at the bank's available LIBOR rate,
plus 2.5% per annum. At May 6, 1998, outstanding borrowings under the revolving
credit facility were $30,035,000. Borrowings under the credit facility are
secured by substantially all of the Company's assets and rank senior in priority
to other indebtedness of the Company.
The Company believes that available credit under its revolving credit
facility, together with internally generated funds, will be sufficient to enable
the Company to meet its working capital requirements over the next 12 months.
The Company generally uses cash for, rather than generating cash from,
operations during the first half of the year, because the Company builds
inventories, and accounts receivables increase, as its customers begin
increasing their product purchases for the spring and summer selling months (see
"Seasonality and Inflation").
Net cash provided by investing activities was $5,330,000 in the first
quarter of 1998, as compared to the net cash used in investing activities of
$244,000 in the same quarter of 1997. During the first quarter of 1998, the
Company received cash proceeds of $5,338,000 from the sale of its investment in
HWH. Capital expenditures were $47,000 in the first quarter of 1998 as compared
to $89,000 in the same quarter of 1997.
7
<PAGE> 8
Net cash provided by financing activities, consisting primarily of
increases in borrowings under the Company's revolving bank credit facility,
totaled $5,327,000 in the first three months of 1998, as compared to $10,015,000
in the first three months of 1997.
Seasonality and Inflation
Sales of recreational vehicle and boating parts, supplies and
accessories are seasonal. The Company has significantly higher sales during the
six-month period from April through September than it does during the remainder
of the year. Because a substantial portion of the Company's expenses are fixed,
operating income declines and the Company sometimes incurs losses and must rely
more heavily on borrowings to fund operating requirements in the months when
sales are lower.
Generally, the Company has been able to pass inflationary price
increases on to its customers. However, inflation also may cause or may be
accompanied by increases in gasoline prices and interest rates. Such increases,
or event the prospect of increases in the price or shortages in the supply of
gasoline, can adversely affect the purchase and usage of recreational vehicles,
which can result in a decline in the demand for the Company's products.
Year 2000
The Company is currently working to resolve the potential impact of the
year 2000 on the processing of date-sensitive information by the Company's
computerized information systems. The year 2000 problem is the result of
computer programs being written using two digits (rather than four) to define
the applicable year. Any of the Company's computer programs that have
time-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000, which could result in miscalculations or system failures.
Based on preliminary information, the costs of addressing the potential problems
are not currently expected to have a material adverse effect on the Company's
financial position, liquidity or results of operations in future periods.
However, if the Company, or its customers or vendors, are unable to resolve such
processing issues in a timely manner, it could pose a material financial risk.
Accordingly, the Company plans to devote the necessary resources to resolve all
significant year 2000 issues in a timely manner.
-------------------
This Report contains forward-looking information which reflects
Management's current view of future financial performance. The forward-looking
information is subject to certain risks and uncertainties, including, but not
limited to, the effects on future performance of the changing product supply
relationships in the industry and the uncertainties created by those changes;
the potential for increased price competition; possible changes in economic
conditions, prevailing interest rates or gasoline prices, or the occurrence of
unusually severe weather conditions, that can affect both the purchase and usage
of recreational vehicles and boats and which, in turn, affects purchases by
consumers of the products that the Company sells; and the effects of currency
fluctuations in the countries where the Company's foreign-based affiliates are
located. Due to such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward-looking statements, which speak only as of the
date of this Report.
8
<PAGE> 9
PART II
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Reincorporation
On April 30, 1998, The Coast Distribution System, a California
corporation ("Coast California"), completed a reincorporation (the
"Reincorporation") in Delaware through the merger of Coast California with and
into its wholly-owned subsidiary The Coast Distribution System, Inc., a Delaware
corporation ("Coast Delaware" or the "Company"), with Coast Delaware being the
surviving corporation. As of the effective date of such merger (the "Effective
Date"), Coast California ceased to exist. The Reincorporation effects only a
change in domicile. It will not result in any change of the name, business,
management, employees, assets or liabilities or trading symbol of the Company.
Appropriate consents and approvals were obtained for the reincorporation,
including the approval of the shareholders of Coast California at the Annual
Meeting of Shareholders of Coast California on August 7, 1997 and the approval
of the sole stockholder of Coast Delaware.
Pursuant to the Agreement and Plan of Merger between the Coast Delaware
and Coast California, dated as of April 29, 1998, each outstanding share of
Coast California's Common Stock, no par value, was automatically converted into
one share of Common Stock, par value $.001 per share, of the Company. Each stock
certificate representing issued and outstanding shares of Coast California's
Common Stock represents the same number of shares of the Company's Common Stock.
In addition, each outstanding option or right to acquire shares of Coast
California's Common Stock was converted into an option or right to acquire an
equal number of shares of the Company's Common Stock, under the same terms and
conditions as the original options or rights.
Description of Securities
Upon completion of the Reincorporation, the authorized capital stock of
the Company consists of 20,000,000 shares of Common Stock, $.001 par value, and
5,000,000 shares of Preferred Stock, $.001 par value. As the successor to Coast
California, the Common Stock of the Company is deemed to be registered under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), in accordance with Rule 12g-3(a) under the Exchange Act.
Common Stock
Holders of Common Stock are entitled to one vote for each share on all
matters submitted to a vote of stockholders, provided that, upon giving notice
in the manner provided in the Company's Certificate of Incorporation,
stockholders shall be entitled to cumulate their votes with respect to the
election of directors, whereby each stockholder will have a number of votes
equal to the number of shares held multiplied by the number of directors to be
elected. The Bylaws of the Company provide for a classified Board of Directors
consisting of three classes, with each class elected for a term of three years
expiring in successive years. Each class currently consists of two directors. A
director of the Company may be removed by the shareholders only for cause.
Subject to the preference in dividend rights of any series of Preferred
Stock which the Company may issue in the future, the holders of Common Stock are
entitled to receive such cash dividends, if any, as may be declared by the Board
of Directors out of legally available funds. Upon liquidation, dissolution or
winding up of the Company, after payment of all debts and liabilities and after
payment of the liquidation preferences of any shares of Preferred Stock then
outstanding, the holders of the Common Stock will be entitled to all assets that
are legally available for distribution.
9
<PAGE> 10
Other than the rights described above, the holders of Common Stock have
no preemptive subscription, redemption, sinking fund or conversion rights and
are not subject to further calls or assessments by the Company. The rights and
preferences of holders of Common Stock will be subject to the rights of any
series of Preferred Stock which the Company may issue in the future.
Preferred Stock
The Board of Directors has the authority, without further action by the
stockholders, to issue up to 5,000,000 shares of Preferred Stock, $.001 par
value, in one or more series and to fix the rights, preferences and privileges
thereof, including voting rights, terms of redemption, redemption prices,
liquidation preference and number of shares constituting any series or the
designation of such series. The rights of the holders of the Common Stock will
be subject to, and may be adversely affected by, the rights of the holders of
any Preferred Stock that may be issued in the future. The issuance of Preferred
Stock could have the effect of making it more difficult for a third party to
acquire a majority of the outstanding voting stock of the Company, thereby
delaying, deferring or preventing a change in control of the Company.
Furthermore, such Preferred Stock may have other rights, including economic
rights senior to the Common Stock, and, as a result, the issuance thereof could
have a material adverse effect on the market value of the Common Stock. The
Company has no present plans to issue shares of Preferred Stock.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K AND EXHIBITS
(a) Exhibits.
Exhibit 11.1 Computation of Earnings (Loss) Per Share for
the Quarter Ended March 31, 1998.
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the quarter ended March
31, 1998.
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.
Dated: May 13, 1998 THE COAST DISTRIBUTION SYSTEM, INC.
By: /s/ Sandra A. Knell
-------------------------------------
Sandra A. Knell
Executive Vice President
and Chief Financial Officer
S-1
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered Page
------- -------------
<S> <C> <C>
Exhibit 11.1 Computation of Earnings (Loss) Per Share 12
for the Quarter Ended March 31, 1998
Exhibit 27. Financial Data Schedule 13
</TABLE>
E-1
<PAGE> 1
EXHIBIT 11.1
THE COAST DISTRIBUTION SYSTEM
Computation of Earnings (Loss) Per Share
Quarter Ended March 31,
<TABLE>
<CAPTION>
Income (Loss) Shares Per-Share
1998 (Numerator) (Denominator) Amount
---- ------------- ------------- ---------
<S> <C> <C> <C>
Net earnings $ 608,000
Dividends paid on preferred
stock of subsidiary (3,000)
---------
Net earnings available to common
shareholders $ 605,000
=========
Basic and diluted earnings per share $ 605,000 5,246,879 $ 0.12
========= ========= ========
</TABLE>
<TABLE>
<CAPTION>
Income (Loss) Shares Per-Share
1997 (Numerator) (Denominator) Amount
---- ------------- ------------- ---------
<S> <C> <C> <C>
Net loss $ (92,000)
Dividends paid on preferred
stock of subsidiary (3,000)
---------
Net loss attributable to common
shareholders $ (95,000)
=========
Basic and diluted earnings
(loss) per share $ (95,000) 5,212,330 $ (0.02)
========= ========= ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AS OF, AND THE STATEMENT OF OPERATIONS FOR THE PERIOD ENDED MARCH 31, 1998
INCLUDED IN REGISTRANT'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED
MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH BALANCE
SHEET AND STATEMENT OF OPERATIONS AND THE NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 895
<SECURITIES> 0
<RECEIVABLES> 31,098
<ALLOWANCES> 0
<INVENTORY> 38,952
<CURRENT-ASSETS> 75,842
<PP&E> 4,512
<DEPRECIATION> 0
<TOTAL-ASSETS> 90,733
<CURRENT-LIABILITIES> 20,497
<BONDS> 32,823
303
0
<COMMON> 19,640
<OTHER-SE> 15,071
<TOTAL-LIABILITY-AND-EQUITY> 90,733
<SALES> 38,364
<TOTAL-REVENUES> 38,364
<CGS> 31,874
<TOTAL-COSTS> 4,696
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 724
<INCOME-PRETAX> 1,070
<INCOME-TAX> 462
<INCOME-CONTINUING> 608
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 608
<EPS-PRIMARY> .12
<EPS-DILUTED> .12
</TABLE>
