UNITED STATES
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 AND EXCHANGE ACT OF 1934
For the quarterly period ended December 30, 1995
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 0-17060
WLR FOODS, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1295923
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
P.O. Box 7000
Broadway, Virginia 22815
(Address including Zip Code of Registrant's
principal executive offices)
(540) 896-7001
(Registrant's telephone number, including area code)
Indicate by cross 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 outstanding of Registrant's Common Stock, no par
value, at February 1, 1996 was 17,621,607 shares.
<PAGE>
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
Thirteen weeks ended
(unaudited)
In thousands, except per share data Dec. 30, 1995 Dec. 31,1994
<S> <C> <C>
Net sales $267,795 $247,840
Cost of sales 233,533 210,840
-------- --------
Gross profit 34,262 37,000
Selling, general and administrative expenses 24,343 23,814
-------- --------
Operating income 9,919 13,186
Other expense:
Interest expense 2,097 1,623
Miscellaneous expense/(income), net (62) 509
-------- --------
Other expense 2,035 2,132
-------- --------
Earnings before income taxes and minority interest 7,884 11,054
Income tax expense 3,036 4,256
Minority interest in net earnings of consolidated subsidiary 5 13
-------- --------
NET EARNINGS $4,843 $6,785
====== ======
NET EARNINGS PER COMMON SHARE $0.28 $0.37
AVERAGE COMMON SHARES OUTSTANDING 17,591 18,300
DIVIDENDS DECLARED PER COMMON SHARE $0.06 $0.06
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
1
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
<CAPTION>
Twenty-six weeks ended
(unaudited)
In thousands, except per share data Dec. 30, 1995 Dec. 31, 1994
<S> <C> <C>
Net sales $518,593 $458,125
Cost of sales 449,344 389,016
-------- --------
Gross profit 69,249 69,109
Selling, general and administrative expenses 50,383 44,100
-------- --------
Operating income 18,866 25,009
Other expense:
Interest expense 4,182 2,953
Miscellaneous expense/(income), net (203) 397
-------- --------
Other expense 3,979 3,350
-------- --------
Earnings before income taxes and minority interest 14,887 21,659
Income tax expense 5,727 8,339
Minority interest in net earnings of consolidated subsidiary 21 27
-------- --------
NET EARNINGS $9,139 $13,293
====== =======
NET EARNINGS PER COMMON SHARE $0.52 $0.75
AVERAGE COMMON SHARES OUTSTANDING 17,413 17,730
DIVIDENDS DECLARED PER COMMON SHARE $0.12 $0.11
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
2
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
Dollars in thousands (unaudited)
ASSETS Dec. 30, 1995 July 1, 1995
<S> <C> <C>
Current Assets
Cash and cash equivalents $ 660 $ 706
Accounts receivable, less allowance for 66,019 63,194
doubtful accounts of $615 and $613.
Inventories (Note 2) 126,320 125,849
Other current assets 1,904 3,183
-------- --------
Total current assets 194,903 192,932
Investments 1,313 949
Property, plant and equipment, net 183,413 174,163
Other assets 5,592 4,481
-------- --------
TOTAL ASSETS $385,221 $372,525
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable to banks $ 2,750 $ -
Current maturities of long-term debt 8,054 8,028
Excess checks over bank balances 12,778 3,948
Trade accounts payable 35,770 28,021
Accrued expenses 16,778 22,036
Deferred income taxes 9,315 9,299
Other current liabilities 1,054 1,038
-------- --------
Total current liabilities 86,499 72,370
Long-term debt, excluding current maturities 93,907 106,481
Deferred income taxes 9,527 8,730
Minority interest in consolidated subsidiary 548 527
Other liabilities and deferred credits 3,381 3,323
-------- --------
Total liabilities 193,862 191,431
Common stock subject to repurchase 17,750 17,750
Shareholders' equity:
Common stock, no par value. Authorized 100,000,000 shares;
issued and outstanding 17,563,803 and 17,297,671 shares. 60,058 56,782
Additional paid-in capital 2,972 3,014
Retained earnings 110,579 103,548
-------- --------
Total shareholders' equity 173,609 163,344
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $385,221 $372,525
======== ========
See accompanying Notes to Consolidated Financial Statements.
</TABLE>
3
<PAGE>
<TABLE>
WLR FOODS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<CAPTION>
(unaudited) Twenty-six weeks ended
Dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES: Dec. 30, 1995 Dec.31,1994
<S> <C> <C>
Net earnings $ 9,139 $13,293
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization 13,776 12,006
Gain on sale of property, plant and equipment (2) (32)
Deferred income taxes (242) 3,397
Other, net 299 454
Change in operating assets and liabilities: (net of
acquired assets)
(Increase) decrease in accounts receivable (2,670) 10,386
(Increase) decrease in inventories 2,393 (2,262)
(Increase) decrease in other current assets 1,446 (2,398)
Increase (decrease) in accounts payable 7,079 (2,464)
Decrease in accrued expenses and other (5,466) (2,105)
------- -------
Net Cash Provided by Operating Activities 25,752 30,275
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (10,415) (7,072)
Net cash used in acquisition, (including costs) (10,563) (40,130)
Proceeds from sales of property, plant and equipment 252 84
Investments in other assets 158 57
Minority interest in net earnings of consolidated subsidiary 21 28
------- -------
Net Cash Used in Investing Activities (20,547) (47,033)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (12,548) (1,135)
Proceeds from long-term debt - 25,000
Notes payable to banks (net of principal payments) 2,750 (4,400)
Increase (decrease) in excess checks 8,830 (938)
Issuance of common stock 629 211
Repurchase of common stock (2,820) -
Dividends paid (2,092) (1,857)
------- -------
Net Cash Provided by (Used in) Financing Activities (5,251) 16,881
------- -------
Increase (decrease) in Cash and Cash Equivalents (46) 123
Cash and Cash Equivalents at Beginning of Fiscal Year 706 771
------- -------
Cash and Cash Equivalents at End of Period $ 660 $ 894
======= =======
Supplemental cash flow information:
Cash paid for:
Interest $ 4,042 $ 2,702
Income taxes 2,401 7,119
</TABLE>
The Company considers all highly liquid investments of
maturity of 3 months or less at purchase to be cash
equivalents.
Non cash transactions:
The Company issued 411,216 shares of common stock valued at
$5.4 million for the acquisition of New Hope Feeds, Inc. on
September 29, 1995. (Note 3)
See accompanying Notes to Consolidated Financial Statements.
4
<PAGE>
Notes to Consolidated Financial Statements
WLR Foods, Inc. and Subsidiaries
1. Accounting Policies
The consolidated financial statements presented herein, include the
accounts of WLR Foods, Inc. and its wholly-owned and majority-owned
subsidiaries. All material balances have been eliminated in
consolidation. The consolidated balance sheet as of December 30,
1995, the consolidated statements of earnings for the thirteen
week and twenty-six week periods ended December 30, 1995 and December
31, 1994, and the consolidated statements of cash flows for the
twenty-six weeks ended December 30, 1995 and December 31, 1994 are
unaudited. In the opinion of management, all adjustments necessary for
fair presentation of such consolidated financial statements have been
included. Such adjustments consisted only of normal recurring accruals
and the use of estimates. Interim results are not necessarily
indicative of results for the entire fiscal year.
The consolidated financial statements and notes are presented as
permitted by Form 10-Q and do not contain certain information included
in the Company's annual consolidated financial statements and notes.
The Company's unaudited interim consolidated financial statements
should be read in conjunction with the consolidated financial
statements included in the Annual Report to Shareholders for the
fiscal year ended July 1, 1995. In both, the accounting policies and
principles used are consistent in all material respects. Certain
fiscal 1995 amounts have been reclassified to conform with fiscal 1996
presentations.
2. Inventories
A summary of inventories at December 30, 1995 and July 1, 1995
follows:
(unaudited)
Dollars in thousands Dec. 30, 1995 July 1, 1995
Live poultry and breeder flocks $ 64,199 $54,487
Processed poultry and meat products 29,623 41,262
Packaging supplies, parts and other 19,987 19,704
Feed, grain and eggs 12,511 10,396
-------- --------
Total inventories $126,320 $125,849
======== ========
3. Acquisition of New Hope Feeds, Inc. and an affiliated company.
On September 29, 1995, the Company acquired the chicken processing and
production assets of New Hope Feeds, Inc. and an affiliated company
for $10.5 million in cash and 411,216 shares of common stock valued at
$5.4 million. The acquisition was accounted for as a purchase and,
accordingly, the assets of New Hope Feeds are included in the
Company's consolidated financial statements as of the acquisition
date. The transaction was recorded at the fair value of assets
acquired and liabilities assumed as follows:
5
<PAGE>
Dollars in thousands
Inventories $ 2,864
Other current assets 283
Property, plant & equipment 12,900
Other assets 1,932
-------
Total assets acquired 17,979
Cash paid (including costs) 10,563
Issuance of common stock 5,425
-------
Total liabilities assumed $ 1,991
=======
Due to the immaterial size of New Hope Feeds, Inc., relative to WLR
Foods historical results, proforma comparisons are not provided.
Subsequent to the end of the quarter, WLR Foods issued 45,720
additional shares of common stock for the final settlement of the New
Hope acquisition.
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
General
WLR Foods, Inc. (the Company) is a fully-integrated poultry production,
processing and marketing business with operations in Virginia, West
Virginia, Pennsylvania and North Carolina.
Effective October 9, 1995 the Company eliminated the second shift of
production at the Marshville, North Carolina turkey processing plant.
This move eliminated approximately 350 jobs, although a formal layoff
was not necessary. Normal attrition of employees allowed the company
to adjust the workforce to the lower level of staffing. Management
expects the annual savings to be approximately $4.0 million before
taxes from the lower staffing and increased efficiencies at the
Marshville turkey processing plant.
Subsequent to the close of the second quarter WLR Foods issued 45,720
shares of common stock to finalize the acquisition of New Hope Feeds,
Inc. and a related company. The total shares issued for the purchase
were 456,936 valued at $6.03 million in addition to $10.5 million in
cash paid including costs related to the purchase.
The Company's stock repurchase program, started in February 1995,
remained in effect through the quarter. Through January 31, 1996, the
Company repurchased a total of 1.3 million shares for $19.2 million
and management anticipates continuing the program through the fiscal
year, as market conditions allow.
On December 21, 1995, Tyson Foods, Inc. filed a petition with the
United States Supreme Court, requesting an appeal of the September 22,
1995 lower court ruling. The petition is a continuation of Tyson Foods
attempt to gain control of WLR Foods through a hostile takeover
attempt. It is anticipated the Supreme Court will grant or deny the
petition's request by summer 1996.
The following tables of Changes in Results of Operations show dollars
and percentage changes in the components of operating results over the
past thirteen weeks (quarter) and twenty-six weeks (year-to-date)
compared to the corresponding period in fiscal 1995.
7
<PAGE>
Changes in Results of Operations Thirteen-weeks ended
Dec. 30, 95 vs. Dec. 31, 94
In millions, except earnings $ Increase % Change
per share (Decrease)
Net sales $20.0 8.1%
Cost of sales 22.7 10.8
----- ----
Gross profit (2.7) (7.4)
Selling, general and
administrative expenses 0.6 2.2
----- ----
Operating profit (3.3) (24.8)
Interest expense 0.5 29.2
Other income (expense), net (0.6) (112.2)
Earnings before income taxes and ----- ----
minority interest (3.2) (28.7)
Income tax expense and minority
interest (1.3) (28.8)
----- ----
Net earnings ($1.9) (28.6)
===== ====
Net earnings per common share ($0.09) (24.3)
===== ====
Changes in Results of Operations Twenty six-weeks ended
Dec. 30, 95 vs. Dec. 31, 94
In millions, except earnings $ Increase % Change
per share (Decrease)
Net sales $60.5 13.2%
Cost of sales 60.3 15.5
----- ----
Gross profit .2 .2
Selling, general and
administrative expenses 6.3 14.2
----- ----
Operating profit (6.1) (24.6)
Interest expense 1.2 41.6
Other income (expense), net (0.5) (151.1)
Earnings before income taxes and ----- ----
minority interest (6.8) (31.3)
Income tax expense and minority
interest (2.6) (31.3)
----- ----
Net earnings ($4.2) (31.2)
===== ====
Net earnings per common share ($0.23) (30.7)
===== ====
For the periods indicated, the following tables set forth
selected information from the Company's Consolidated Statements of
Earnings expressed as a percentage of net sales.
8
<PAGE>
Operations as a Thirteen-weeks ended
Percentage of Net Sales Dec. 30, 95 vs. Dec. 31, 94
Net sales 100.0% 100.0%
Cost of sales 87.2 85.1
----- -----
Gross profit 12.8 14.9
Selling, general and
administrative expenses 9.1 9.6
----- -----
Operating profit 3.7 5.3
Interest expense 0.8 0.7
Other (income)/expense - 0.2
Earnings before income taxes and ----- -----
minority interest 2.9 4.4
Income tax expense and minority
interest 1.1 1.7
----- -----
Net Earnings 1.8% 2.7%
===== =====
Operations as a Twenty-six-weeks ended
Percentage of Net Sales Dec. 30, 95 vs. Dec. 31, 94
Net sales 100.0% 100.0%
Cost of sales 86.6 84.9
----- -----
Gross profit 13.4 15.1
Selling, general and
administrative expenses 9.7 9.6
----- -----
Operating profit 3.7 5.5
Interest expense 0.8 0.7
Other (income)/expense - 0.1
Earnings before income taxes and ----- -----
minority interest 2.9 4.7
Income tax expense and
minority interest 1.1 1.8
----- -----
Net Earnings 1.8% 2.9%
===== =====
Results of Operations
Net sales increased $20.0 million for the thirteen weeks ended
December 30, 1995, due to increased volumes sold and somewhat higher
prices. Sales volumes increased nearly 17% in chicken and 1% in
turkey. The significant increase in chicken sales volume is mainly the
result of the acquisition of the Goldsboro, N.C. complex, while the
turkey sales growth was slowed by reduced flock sizes due to disease
in the North Carolina turkey operation. Average quoted commodity
prices for whole chicken and turkey were up 17.5% and 7.5%,
respectively, offset somewhat by lower dark turkey meat prices.
9
<PAGE>
For the twenty-six weeks, net sales increased $60.5 million due
to increased volumes sold and higher prices. Sales volumes increased
13.8% for turkey and 10.2% for chicken, mainly the result of
acquisitions of the turkey and chicken operations in North Carolina in
August 1994 and late September 1995, respectively. Average quoted
commodity prices were higher on a year-to-date comparison for chicken
and turkey with the exception of dark turkey meat products. Average
quoted chicken prices were 13.3% higher while average quoted turkey
prices were 4.7% higher than the same period last year.
Cost of sales was up $22.7 million for the quarter, the result of
higher volumes sold, higher feed costs and the impact of disease in
the North Carolina turkey operation. Feed costs on a quarter-to-
quarter comparison were up $10 million. Corn prices averaged 44%
higher than second quarter last year, while soybean meal increased
20.4% for the same period.
On a year-to-date basis, cost of sales was up $60.3 million, due
to higher volumes sold and increased feed costs. Disease in the turkey
operation in North Carolina also contributed to the increase for the
period. The Company adopted bio-security measures and management
practices, which together with a new drug made available in the fall,
should help better avoid or control the North Carolina disease next
year. Since the disease is triggered by heat, the remainder of the
current fiscal year is not expected to be impacted by the effects of
the disease.
Gross profit decreased $2.7 million for the thirteen weeks due to
higher costs, which were somewhat offset by higher volumes sold and
increased selling prices. Disease and feed were the most significant
costs that impacted the quarter. The impact of disease in the second
quarter was approximately $3.1 million.
On a year-to date basis, gross profit rose $0.2 million compared
to the same period last year. Higher sales volumes and prices were
offset by higher feed costs and the impact of disease in North
Carolina turkey flocks. The change to a single shift at the Marshville
turkey processing plant in October, had a slightly favorable effect in
the second quarter this year. The annual savings are projected at
approximately $4 million before taxes.
Selling, general and administrative expenses increased $0.6
million for the quarter, due to higher sales volumes and increased
delivery and selling costs. The growth in export sales volumes over
the same period last year, along with higher volumes of domestic sales
increased delivery costs. Lower profits reduced discretionary bonus
accruals thereby reducing administrative costs. The Goldsboro chicken
production was assimilated into sales and delivery operations with
nominal increases to selling, general and administrative costs. This
will be the normal operating status of the Goldsboro division.
For the twenty-six weeks, selling, general and administrative
expenses were up $6.3 million over last year. Higher volumes sold,
particularly to export customers resulted in increased delivery costs.
Additionally, costs of the North Carolina turkey operation were
included for the full twenty-six weeks this year compared to twenty-
one weeks last year. This year, additional sales volumes of further
processed products increased promotional costs.
10
<PAGE>
Operating profits were down $3.3 million for the thirteen weeks,
due mainly to lower gross margin levels and somewhat higher
incremental selling and delivery costs. For the twenty-six weeks,
operating profits dropped $6.1 million, mainly a result of higher
selling and administrative costs.
Interest expense was up $0.5 million for the thirteen weeks, due
to higher levels of borrowing for acquisitions and the repurchase of
the Company's common stock. Miscellaneous income was up $0.6 million,
mainly the result lower bad debt charges in the current period
compared to last year.
For the twenty-six-week period, interest expense is up $1.2
million, a result of higher levels borrowed. Other income increased
$0.5 million due to lower bad debt charges than the same period last
year.
Net income decreased $1.9 million for the thirteen weeks compared
to the same period last year. For the twenty-six weeks, net income was
down $4.2 million. For both comparisons, feed costs and disease
impacted the overall performance of the company by reducing the gross
margin. Strong performances in chicken and the Cassco operations
helped offset somewhat higher costs in other areas of the business.
Looking forward to the remainder of fiscal 1996, the Company
anticipates the highest feed costs since the early-to-mid 1980's. The
higher feed costs are expected to increase operation costs by
approximately $20 million in the third quarter. Additionally, in
January, a severe snow storm and flooding in the mid Atlantic region
impacted live performance of flocks and production operations, the
impact of which will be seen in the third quarter.
Financial Condition and Liquidity
WLR Foods closed the second quarter of fiscal 1996 with a strong
balance sheet. Working capital was $108.4 million, compared to $120.6
million at July 1, 1995. The current ratio remains strong at 2.3-to-1.
Total assets were $385.2 million, reflecting the New Hope Feeds
acquisition. The ratio of total debt to total capital, including
common stock subject to repurchase as debt, was 41.4%. The Company's
book value per common share was $10.90 as of December 30, 1995.
Capital Resources
Management expects the current $110 million revolving credit
facilities will be adequate to meet operational needs, stock
repurchases, debt service, dividends and acquisitions for the
foreseeable future. As of December 30, 1995, the Company has $67.3
million available on revolving credit facilities.
Capital spending for the twenty-six weeks was $10.4 million, of
which $10.1 million was for normal replacements and upgrades of
existing equipment and facilities. The remaining spending was for land
purchased for the Richmond ice manufacturing facility. Depreciation
expense was $13.8 million, along with $0.4 million in amortization
expense of intangibles.
11
<PAGE>
Capital spending for fiscal 1996 is projected at $30 million,
including approximately $5 million for a new hatchery at the Goldsboro
division chicken complex. Normal replacements and upgrades of
equipment and facilities are expected to remain at $23 million, with
the remaining $2 million committed for information system upgrades and
enhancements. Plans are moving ahead with the construction of a Cassco
ice manufacturing facility in Richmond, Virginia. Management is
currently evaluating off-balance sheet leasing options for up to $5
million of expenditures during fiscal 1996. Depreciation and
amortization projections remain at $27 million for the year, including
the added depreciation from the Goldsboro division.
The Board of Directors declared a $0.06 per share dividend
payable on February 2, 1996 to shareholders of record as of January
12, 1996.
Other
WLR will adopt FASB Statement No. 123 Accounting for Stock-Based
Compensation no later than Fiscal 1997. This requirement is for
disclosure purposes and will not have an impact on the Company s
results of operations or financial position.
The Company s financial position has not materially changed since
the fiscal year end.
12
<PAGE>
PART III OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 27 Financial Data Schedule
(b) Form 8-K
Reporting Date December 21, 1995. Item Reported - Item
5, Other Events. WLR Foods, Inc. reported the filing by Tyson Foods,
Inc. of a Petition for Writ of Certiorari with the United States
Supreme Court, requesting an appeal of the September 22, 1995 decision
of the Fourth United States Circuit Court of Appeals in favor of WLR
Foods, Inc. and its directors, in the Company's litigation with Tyson
Foods.
13
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
WLR FOODS, INC.
Date: 2/9/96_____________ By:/s/ James L Keeler__________________
Its President & Chief Executive Officer
Date: 2/9/96_____________ /s/ Daniel R Detamore-Hunsberger_______
Assistant Treasurer
14
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
27 Financial Data Schedule
15
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> OCT-01-1995
<PERIOD-END> DEC-30-1995
<EXCHANGE-RATE> 1
<CASH> 660
<SECURITIES> 0
<RECEIVABLES> 66,019
<ALLOWANCES> 615
<INVENTORY> 126,320
<CURRENT-ASSETS> 194,903
<PP&E> 348,663
<DEPRECIATION> 165,220
<TOTAL-ASSETS> 385,221
<CURRENT-LIABILITIES> 86,499
<BONDS> 101,961
0
0
<COMMON> 77,808
<OTHER-SE> 113,551
<TOTAL-LIABILITY-AND-EQUITY> 385,221
<SALES> 267,795
<TOTAL-REVENUES> 267,795
<CGS> 233,533
<TOTAL-COSTS> 233,533
<OTHER-EXPENSES> 24,343
<LOSS-PROVISION> 2
<INTEREST-EXPENSE> 2,097
<INCOME-PRETAX> 7,884
<INCOME-TAX> 3,036
<INCOME-CONTINUING> 4,843
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,843
<EPS-PRIMARY> 0.28
<EPS-DILUTED> 0.28
</TABLE>
