<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 December 31, 1997
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 0-12992
SYNTHETECH, INC.
(Exact name of registrant as specified in its charter)
Oregon 84-0845771
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1290 Industrial Way, Albany, Oregon 97321
(Address of Principal Executive Offices) (Zip Code)
(541) 967-6575
(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 registrant 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, $.001 par
value, outstanding as of February 6, 1998 was 13,938,361.
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SYNTHETECH, INC.
BALANCE SHEETS
-----------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
(unaudited)
December 31, March 31,
1997 1997
------------ ------------ -----------
ASSETS
------------
CURRENT ASSETS:
Cash and cash equivalents $3,661,000 $6,740,000
Securities available for sale 184,000 176,000
Accounts receivable, less
allowance for doubtful accounts
of $15,000 for both periods 1,398,000 695,000
Inventories 2,866,000 1,887,000
Prepaid expenses 255,000 164,000
Income tax receivable - 798,000
Deferred income taxes 56,000 56,000
Other current assets 1,000 4,000
----------- -----------
TOTAL CURRENT ASSETS 8,421,000 10,520,000
PROPERTY, PLANT AND EQUIPMENT,
at cost, net 9,474,000 6,339,000
SECURITIES AVAILABLE FOR SALE 453,000 450,000
OTHER ASSETS 5,000 14,000
----------- -----------
TOTAL ASSETS $18,353,000 $17,323,000
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 3
SYNTHETECH, INC.
BALANCE SHEETS
-----------------------------
(continued)
<TABLE>
<CAPTION>
<S> <C> <C>
(unaudited)
December 31, March 31,
1997 1997
------------ ------------
- -------------------------------------
LIABILITIES AND SHAREHOLDERS'EQUITY
- -------------------------------------
CURRENT LIABILITIES:
Current portion of note payable $13,000 $13,000
Accounts payable 602,000 543,000
Accrued compensation 82,000 674,000
Accrued income taxes 319,000 -
Deferred revenue 209,000 44,000
Other accrued liabilities 4,000 4,000
----------- -----------
TOTAL CURRENT LIABILITIES 1,229,000 1,278,000
DEFERRED INCOME TAXES 69,000 68,000
NOTE PAYABLE, net of current portion 171,000 180,000
SHAREHOLDERS' EQUITY:
Common stock, $.001 par value;
authorized 100,000,000 shares;
issued and outstanding,13,938,000
and 13,860,000 shares 14,000 14,000
Paid-in capital 8,324,000 8,296,000
Employee notes receivable and
deferred compensation (134,000) (239,000)
Unrealized gain on securities
available for sale 16,000 16,000
Retained earnings 8,664,000 7,710,000
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 16,884,000 15,797,000
----------- ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $18,353,000 $17,323,000
=========== ===========
</TABLE>
See notes to financial statements.
<PAGE> 4
SYNTHETECH, INC.
STATEMENTS OF INCOME
------------------------------
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three Months For the Nine Months
Ended December 31, Ended December 31,
1997 1996 1997 1996
- ------------------------ ------------ ----------- ---------- -----------
REVENUES $2,226,000 $3,022,000 $5,197,000 $11,097,000
COST OF SALES 1,248,000 1,281,000 2,832,000 4,177,000
---------- ---------- --------- -----------
GROSS PROFIT 978,000 1,741,000 2,365,000 6,920,000
RESEARCH AND DEVELOPMENT 57,000 52,000 170,000 156,000
SELLING, GENERAL AND
ADMINISTRATIVE 303,000 283,000 913,000 873,000
---------- ---------- --------- ----------
OPERATING EXPENSE 360,000 335,000 1,083,000 1,029,000
---------- ---------- --------- ----------
OPERATING INCOME 618,000 1,406,000 1,282,000 5,891,000
OTHER INCOME, net 62,000 104,000 220,000 279,000
---------- ---------- --------- ----------
INCOME BEFORE INCOME TAXES 680,000 1,510,000 1,502,000 6,170,000
PROVISION FOR INCOME TAXES 248,000 574,000 548,000 2,345,000
---------- ---------- --------- ----------
NET INCOME $432,000 $936,000 $954,000 $3,825,000
========= ========= ======== ==========
BASIC NET INCOME PER SHARE $0.03 $0.07 $0.07 $0.28
===== ===== ===== =====
DILUTED NET INCOME PER SHARE $0.03 $0.07 $0.07 $0.27
===== ===== ===== =====
</TABLE>
See notes to financial statements.
<PAGE> 5
SYNTHETECH, INC.
STATEMENTS OF CASH FLOWS
--------------------------------------------
(unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
For the Nine Month Period Ended December 31 1997 1996
- ------------------------------------------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $954,000 $3,825,000
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Depreciation, amortization and other 342,000 182,000
Amortization of deferred compensation 82,000 61,000
Accrued interest on securities available
for sale (11,000) (16,000)
Loss on disposal of property, plant
and equipment 5,000 -
Deferred income taxes 1,000 -
(Increase) decrease in assets:
Accounts receivable, net (703,000) (227,000)
Inventories (979,000) 284,000
Prepaid expenses (91,000) (141,000)
Income tax receivable 798,000 152,000
Other assets 12,000 2,000
Increase (decrease) in liabilities:
Accounts payable and accrued liabilities (214,000) 96,000
Deferred revenue 165,000 (54,000)
------------ ------------
Net cash provided by operating
activities 361,000 4,164,000
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property, plant and equipment purchases (3,468,000) (3,172,000)
Employee notes receivable 30,000 50,000
----------- ------------
Net cash used by investing
activities (3,438,000) (3,122,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under long-term
debt obligations (9,000) -
Proceeds from stock option exercises
and disqualifying dispositions 7,000 190,000
Proceeds from stock warrant exercises - 444,000
----------- ----------
Net cash provided by financing
activities (2,000) 634,000
---------- ----------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (3,079,000) 1,676,000
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 6,740,000 5,049,000
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $3,661,000 $6,725,000
========== ==========
NON-CASH INVESTING ACTIVITIES:
Unrealized loss on securities available
for sale - ($4,000)
Issuance of stock options at below fair value $21,000 -
</TABLE>
See notes to financial statements.
NOTES TO FINANCIAL STATEMENTS
<PAGE> 6
NOTE A. GENERAL AND BUSINESS
The summary financial statements included herein have been
prepared, without audit, pursuant to the rules and regulations of the
Securities and Exchange 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, although
Synthetech management believes that the disclosures are adequate to make
the information presented not misleading. It is suggested that these
summary financial statements be read in conjunction with the financial
statements and the notes thereto included in Synthetech's 1997 Form 10-KSB.
Interim financial statements are by necessity somewhat tentative;
judgments are used to estimate quarterly amounts for items that are
normally determinable only on an annual basis. For example, provision for
income taxes is an estimate of the annual liability pro-rated over the
quarters of the fiscal year based on estimates of annual income. Further,
all inventory quantities are verified by physically counting the units on
hand at least once a year. Normally, selected inventories are counted at
the end of each quarter. For those inventories not counted at the end of
the quarter, quantities are determined using measured sales and production
data for the period.
The interim period information included herein reflects all
adjustments which are, in the opinion of Synthetech management, necessary
for a fair statement of the results of the respective interim periods.
Results of operations for interim periods are not necessarily indicative of
results to be expected for an entire year.
NOTE B. STATEMENTS OF CASH FLOWS
Supplemental cash flow disclosures for periods ended December 31:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Cash Paid
---------
Three Months Nine Months
1997 1996 1997 1996
---- ---- ---- ----
Income Taxes $ - $ 570,000 $ 153,000 $ 1,973,000
Interest $ 5,000 $ - $ 14,000 $ -
</TABLE>
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS (continued)
NOTE C. EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128, "Earnings per Share", superseding Opinion 15. SFAS No. 128
requires the calculation and disclosure of Basic Earnings per Share and
Diluted Earnings per Share, effective for both interim and annual periods
ending after December 15, 1997. Basic earnings per share are computed by
dividing net income by the weighted average number of shares of common
stock outstanding during the period. Diluted earnings per share are
computed by dividing net income by the weighted average number of shares of
common stock and common stock equivalents outstanding during the period,
calculated using the treasury stock method as defined in SFAS No. 128. The
following is a reconciliation of the shares used to calculate basic
earnings per share and diluted earnings per share:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
For the Three For the Nine
Months Ended Months Ended
December 31, December 31,
1997 1996 1997 1996
---- ---- ---- ----
Weighted average shares
outstanding for Basic EPS 13,887,189 13,748,699 13,909,805 13,620,478
Common stock options
and warrants issuable
under treasury stock
method 324,145 629,588 346,688 674,227
---------- ---------- ---------- ----------
Weighted average
common and common
equivalent shares
outstanding for
Diluted EPS 14,211,334 14,378,287 14,256,493 14,294,705
========== ========== ========== ==========
</TABLE>
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following table sets forth, for the periods indicated, the
percentage of revenues by each item included in the Statements of Income.
Percentage of Revenues
----------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Three Months Nine Months
December 31, December 31,
1997 1996 1997 1996
- --------- ----- ----- ----- -----
Revenues 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 56.1 42.4 54.5 37.6
----- ------ ----- -----
Gross Profit 43.9 57.6 45.5 62.4
Research and Development 2.6 1.7 3.3 1.4
Selling, General and
Administration 13.6 9.4 17.6 7.9
----- ------ ----- -----
Operating Expense 16.2 11.1 20.9 9.3
Operating Income 27.7 46.5 24.6 53.1
Other Income 2.8 3.4 4.2 2.5
----- ------ ----- -----
Income Before Income Taxes 30.5 49.9 28.8 55.6
Provision For Income Taxes 11.1 19.0 10.5 21.1
----- ------ ----- -----
Net Income 19.4 % 30.9 % 18.3 % 34.5 %
==== ==== ==== ====
</TABLE>
Revenues
- --------
Revenues decreased by 26% to $2.23 million in the third quarter of
fiscal 1998 from $3.02 million in the third quarter of fiscal 1997.
Revenues were $5.20 million for the nine months of fiscal 1998, a 53%
decrease from revenues of $11.10 million for the nine months of fiscal
1997. International sales, mainly to Japan and Western Europe, were
$269,000 and $1.46 million for the third quarter and nine months of fiscal
1998 as compared to $980,000 and $3.75 million for the third quarter and
nine months of fiscal 1997.
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The results for the third quarter and nine months of fiscal 1998 were
primarily attributable to the absence of large projects similar to those
that occurred during the nine months of fiscal 1997. During last year,
revenues for the third quarter of fiscal 1997 included sales associated
with two Peptide Building Block ("PBB") orders aggregating $1.38 million
for the quarter and $7.14 million for the nine months of fiscal 1997. By
contrast, in the current year, the Company did not receive revenue from any
large orders until the end of the third quarter of fiscal 1998. The
reduction in revenues for the third quarter and nine months of fiscal 1998
from the third quarter and nine months of fiscal 1997 demonstrates the
continuing potential for period to period fluctuations in sales of
products.
The results for the third quarter of fiscal 1998, however, reversed
the sequential downtrend in revenues during the previous three quarters
with the inclusion of $554,000 of revenue from one of the large scale PBB
orders previously announced in November 1997. Looking forward, the balance
of this order and the other large scale order announced in November 1997,
which together now aggregate approximately $7.50 million, are likely to
bring some stability to revenues during Calendar 1998. The Company expects
to complete delivery of these orders in periodic shipments by the end of
Calendar 1998 on a schedule to be finalized by the customers.
Although the addition of the market launch orders mentioned above
provides more backlog, and each has the potential to provide ongoing demand
for the PBBs, the Company still has not yet established a stable baseload
of demand for its products. The Company's products are part of a new and
emerging market with sizable fluctuations in orders between periods. In
most instances, order or reorder cycles for products are not predictable.
Demand for PBBs is extremely variable since individual clinical trial
programs are always subject to significant risk of suspension or early
cancellation and only a small percentage of drugs in clinical trial
programs are ultimately approved for market use. Additionally, market
demand for approved drugs is not known in advance of market launch. As a
result, the Company expects to continue to see fluctuations in its revenue
from period to period. (See "Industry Factors" below.)
Gross Profit
- ------------
Gross profit decreased to $978,000 in the third quarter of fiscal 1998
from $1.74 million in the third quarter of fiscal 1997. As a percent of
sales, gross profit decreased to 44% in the third quarter of fiscal 1998
from 58% for the same period last year. Gross profit decreased to $2.37
million or 46% of revenues for the nine months of fiscal 1998 from $6.92
million or 62% of revenues for the same period of fiscal 1997. The
decrease in gross profit as a percentage of revenues resulted from the
lower level of revenues and, to a lesser extent, the mix of products. The
Company expects revenue to continue to fluctuate from period to period and
cause variations in gross profit margins. Decreased revenues will tend to
have the affect of reducing gross profit margins since a significant
portion of the Company's manufacturing overhead costs are relatively fixed.
<PAGE> 10
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Operating Expenses
- ------------------
Research and development (R&D) and selling, general and administrative
(SG&A) expenses were $360,000 in the third quarter of fiscal 1998 compared
to $335,000 in the third quarter of fiscal 1997. As a percentage of sales,
R&D and SG&A expenses increased to 16% in the third quarter of fiscal 1998
from 11% in the same period of fiscal 1997 due to the lower level of
revenues. R&D and SG&A expenses increased to $1.08 million for the nine
months of fiscal 1998 from $1.03 million in fiscal 1997. As a percentage
of sales, R&D and SG&A expenses increased to 21% for the nine months of
fiscal 1998 from 9% in the same period of fiscal 1997 due to the lower
level of revenues.
Operating Income
- ----------------
Operating income decreased to $618,000 or 28% of revenues in the third
quarter of fiscal 1998 from $1.41 million or 47% for the same period last
year. For the nine months of fiscal 1998 operating income decreased to
$1.28 million or 25% of revenues compared with $5.89 million or 53% for the
nine months of fiscal 1997.
Other Income
- ------------
The net other income of $62,000 and $220,000 in the third quarter and
nine months of fiscal 1998, respectively, and the net other income of
$104,000 and $279,000 in the third quarter and nine months of fiscal 1997,
respectively, came primarily from interest earnings.
Net Income
- ----------
For the third quarter and nine months of fiscal 1998, the Company
earned $680,000 and $1.50 million before income taxes, respectively. A
provision for income taxes of $248,000 resulted in net income of $432,000
for the third quarter and a provision for income taxes of $548,000 resulted
in net income of $954,000 for the nine months of fiscal 1998. The
Company's effective tax rate for the nine months of fiscal 1998 was 37%.
The effective tax rate has been reduced to reflect a one time tax credit
legislated by the State of Oregon for fiscal 1997.
Industry Factors
- ----------------
The market for PBBs is driven by the market for the peptide-based
drugs in which they are incorporated. The drug development process is
dictated by the marketplace, drug companies and the regulatory environment.
The Company has no control over the pace of peptide-based drug development,
which drugs get selected for clinical trials, which drugs are approved by
the FDA and, even if approved, the ultimate potential of such drugs. Since
there are only a handful of approved peptide-based drugs on the market
today, this market is still very early in development and a substantial
amount of the activity is occurring at the earlier stages of research and
development and clinical trials.
<PAGE> 11
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
Developments of new biological information, based on rational drug
design and combinatorial chemistry, are creating additional peptide-based
drug candidates. Cost pressures in the pharmaceutical industry, however,
have tightened the criteria used to assess drug prospects at all phases of
drug development programs. Cost pressures in the pharmaceutical industry
can also cause pharmaceutical companies to investigate alternative drug
manufacturing processes which may not include the Company's products as an
intermediate.
As a supplier of building blocks for peptide-based drugs, the
Company's revenue will be affected by these industry factors. Development
cycles typically are quite prolonged. Also, the high cancellation rate for
drug development programs results in a significant likelihood that there
will be no subsequent or "follow-on" PBB sales for any particular drug
development program. Since the Company's revenue comes predominantly from
PBBs used in drug development programs, the overall impact on the Company's
business from the cancellation rate will depend, to a large extent, on the
rate of new drug development efforts being commenced.
The advancement of a drug for which Synthetech is providing PBBs from
a drug development program into an "approved" status by the FDA could also
significantly affect the Company's business if Synthetech is able to
continue to supply the PBBs for the approved drug. With the increased
volume typically associated with "approved" drugs, the Company, however,
expects to face increased competition for this business.
Due to the wide range of drugs under development at various stages,
sizable fluctuations in orders, and the unpredictability of order or
reorder cycles for products and the other factors discussed herein, the
Company does not have a stable baseload of demand for its products and
cannot estimate the potential market for its products. Moreover, the
Company's customers vary substantially from year to year and the Company
currently cannot rely on any one customer as a constant source of revenue.
For the foregoing reasons, the Company has experienced in the past, and is
likely to experience in the future, significant fluctuations in its
quarterly results.
Capital Resources and Liquidity
- -------------------------------
At December 31, 1997, the Company had working capital of $7.19 million
compared to $9.24 million at March 31, 1997. The Company's cash, cash
equivalents and short term securities available for sale at December 31,
1997 totaled $3.85 million. In addition, the Company had a $1 million bank
line of credit of which there was no amount outstanding at December 31,
1997.
The increase in accounts receivable to $1.4 million at December 31,
1997 from $695,000 at March 31, 1997 reflected the timing of shipments
during the quarter. The reduction in income tax receivable to $0 at
December 31, 1997 from $798,000 at March 31, 1997 primarily reflected a tax
refund which resulted from the income tax benefit to the Company in fiscal
1997 associated with certain sales of stock by employees and others within
one year of their exercising stock options and warrants. The increase of
inventory to $2.87 million at December 31, 1997 from $1.89 million at March
31, 1997 primarily resulted from replenishing lower levels of raw material
and finished product inventory items, the build-up of certain raw materials
related to the launch quantity pharmaceuticals mentioned previously, and
timing of production projects in work-in-process inventory. The decrease
in accrued compensation to $82,000 from $674,000 primarily reflected the
payment in the first quarter of fiscal 1998 of bonuses accrued for fiscal
1997.
<PAGE> 12
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (continued)
The Company had approximately $3.47 million of capital expenditures
during the nine months of fiscal 1998, of which $154,000 was for equipment
and equipment upgrades in the existing plant and $3.32 million for the new
plant expansion. The Company anticipates total capital expenditures for
fiscal 1998 for the existing plant to be $500,000 and for the new plant
expansion to be $3.42 million for a total of $3.92 million. The total cost
of the plant expansion is now estimated to be $8.22 million. Company
continues to expect to finance these capital expenditures from internal
cash flow. The plant expansion is a 20,000 square foot two-story
manufacturing building which includes four 2,000 gallon process systems in
two bays and auxiliary equipment, with four vacant bays available for
additional capacity as needed in the future. The plant expansion was in
start-up phase at the end of the third quarter of fiscal 1998. The Company
has demonstrated successful production of initial batches and expects to
start shipments from the plant expansion in mid-February 1998.
_______________________
Certain statements in the Company's Form 10-Q contain "forward-
looking" information (as defined in Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934) that involve
risks and uncertainties, including, but not limited to, potential quarterly
revenue fluctuations, uncertain market for products, technological change,
customer concentration, the impact of competitive products and pricing, and
the increased costs associated with the Company's facility expansion.
These forward-looking statements should be considered in light of the
uncertainties and other risks detailed in the Company's Securities and
Exchange Commission Filings, including the Company's Form 10-KSB for the
fiscal year ended March 31, 1997.
<PAGE> 13
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
3.1* Articles of Incorporation
3.2* Bylaws
27 Financial Data Schedule
__________________
*Incorporated by reference herein from the Company's Form 10-K for
the year ended March 31, 1991.
(b) Reports
No reports on Form 8-K were filed during the quarter.
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
SYNTHETECH, INC.
(Registrant)
Date: February 11, 1998 /s/ M. Sreenivasan
M. Sreenivasan
President & C.E.O.
Date: February 11, 1998 /s/ Charles B. Williams
Charles B. Williams
Vice President, Finance
and Administration, C.F.O.,
Chief Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
December 31, 1997 10Q Balance Sheets, Income Statements, and Cash Flow
Statements, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> DEC-31-1997
<CASH> 3661000
<SECURITIES> 184000
<RECEIVABLES> 1413000
<ALLOWANCES> 15000
<INVENTORY> 2866000
<CURRENT-ASSETS> 8421000
<PP&E> 9474000
<DEPRECIATION> 0
<TOTAL-ASSETS> 18353000
<CURRENT-LIABILITIES> 1229000
<BONDS> 0
<COMMON> 14000
0
0
<OTHER-SE> 16884000
<TOTAL-LIABILITY-AND-EQUITY> 18353000
<SALES> 2226000
<TOTAL-REVENUES> 2226000
<CGS> 1248000
<TOTAL-COSTS> 1608000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 680000
<INCOME-TAX> 248000
<INCOME-CONTINUING> 432000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 432000
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
