<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED JUNE 30, 1998
Commission File Number 0-2762
MAXCO, INC.
(Exact Name of Registrant as Specified in its Charter)
Michigan 38-1792842
-------- ----------
(State or other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1118 Centennial Way
Lansing, Michigan 48917
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (517) 321-3130
Indicate by check mark whether the registrant (1) has filed all annual,
quarterly and other reports required to be filed by Section 12 or 15 (d) of the
Securities Exchange Act of 1934 during the preceding twelve months and (2) has
been subject to the filing requirements for at least the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding for each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at June 30, 1998
----- ----------------------------
Common Stock 3,282,210 shares
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1
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PART I
FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
MAXCO, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
(Unaudited)
------------------------------
(in thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,653 $ 1,040
Marketable securities--Note 3 401 400
Accounts and notes receivable, less allowance of
$580,000 ($565,000 at March 31, 1998) 25,802 16,280
Inventories--Note 2 4,832 3,579
Prepaid expenses and other 578 303
--------- ---------
TOTAL CURRENT ASSETS 33,266 21,602
MARKETABLE SECURITIES - LONG TERM--Note 3 5,151 7,657
PROPERTY AND EQUIPMENT
Land 732 732
Buildings 11,371 10,553
Machinery, equipment, and fixtures 21,820 20,854
--------- ---------
33,923 32,139
Allowances for depreciation (8,897) (8,321)
--------- ---------
25,026 23,818
OTHER ASSETS
Investments 16,721 15,842
Notes and contracts receivable and other 3,081 3,056
Intangibles 2,912 2,992
Restricted cash for acquisition of equipment--Note 4 1,088 1,088
--------- ---------
23,802 22,978
--------- ---------
$87,245 $76,055
========= =========
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
(Unaudited)
------------------------------------
(in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT LIABILITIES
Notes payable $ 226 $ 226
Accounts payable 14,451 6,568
Employee compensation 1,854 2,058
Taxes, interest, and other liabilities 2,492 2,028
Current maturities of long-term obligations 1,650 1,490
---------- ----------
TOTAL CURRENT LIABILITIES 20,673 12,370
LONG-TERM OBLIGATIONS, less current maturities 29,678 27,698
DEFERRED INCOME TAXES 1,285 1,180
STOCKHOLDERS' EQUITY
Preferred stock:
Series Three: 10% cumulative redeemable, $60 face
value; 14,988 shares issued and outstanding
(14,988 at March 31, 1998) 690 690
Series Four: 10% cumulative redeemable, $51.50 face
value; 46,414 shares issued and outstanding 2,390 2,390
Series Five: 10% cumulative redeemable, $120 face
value; 6,680 shares issued and outstanding 802 802
Common stock, $1 par value; 10,000,000 shares
authorized, 3,282,210 issued shares (3,307,910 at 3,282 3,308
March 31, 1998)
Net unrealized gain on marketable securities 41 47
Retained earnings 28,404 27,570
---------- ----------
35,609 34,807
---------- ----------
$ 87,245 $ 76,055
========== ==========
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
CONSOLIDATED STATEMENTS OF OPERATIONS (CONDENSED)
MAXCO, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended June 30,
1998 1997
(Unaudited) (Unaudited)
------------------ ------------------
(in thousands, except per share data)
<S> <C> <C>
Net sales $35,696 $27,839
Costs and expenses:
Cost of sales and operating expenses 28,208 20,926
Selling, general and administrative 4,870 4,145
Depreciation and amortization 697 601
------- -------
33,775 25,672
------- -------
OPERATING EARNINGS 1,921 2,167
Other income (expense)
Investment income 216 212
Interest expense (602) (495)
------- -------
INCOME BEFORE FEDERAL INCOME TAXES AND EQUITY IN
EARNINGS OF AFFILIATES 1,535 1,884
Federal income tax expense 537 660
------- -------
INCOME BEFORE EQUITY IN EARNINGS OF AFFILIATES 998 1,224
Equity in earnings of affiliates, net of deferred tax 130 101
------- -------
NET INCOME 1,128 1,325
Less preferred stock dividends (102) (83)
------- -------
NET INCOME APPLICABLE TO COMMON STOCK 1,026 1,242
======= =======
NET INCOME PER COMMON SHARE - BASIC $ .31 $ .35
======= =======
NET INCOME PER COMMON SHARE - ASSUMING DILUTION $ .31 $ .35
======= =======
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED)
MAXCO, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three Months Ended June 30,
1998 1997
(Unaudited) (Unaudited)
--------------------------------------
(in thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 1,128 $ 1,325
Adjustments to reconcile net income to net cash provided
by (used in) operating activities:
Depreciation and other non-cash items 604 500
Changes in operating assets and liabilities (2,906) 357
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (1,174) 2,182
INVESTING ACTIVITIES
Redemption of (investment in) marketable securities 2,496 (894)
Investment in affiliates (750) (5)
Purchases of property and equipment (1,961) (1,061)
Other 182 75
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (33) (1,885)
FINANCING ACTIVITIES
Proceeds from long-term obligations 2,427 300
Repayments on long-term obligations and notes payable (287) (740)
Changes in capital stock (218) (55)
Dividends paid on preferred stock (102) (83)
-------- --------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 1,820 (578)
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 613 (281)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,040 1,609
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,653 $ 1,328
======== ========
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAXCO, INC. AND SUBSIDIARIES
JUNE 30, 1998
NOTE 1 - Basis of Presentation and Significant Accounting Policies
The accompanying unaudited, condensed, consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the results of the interim
periods covered have been included. For further information, refer to the
consolidated financial statements and notes thereto included in Maxco's
annual report on Form 10-K for the year ended March 31, 1998.
The results of operations for the interim periods presented are not
necessarily indicative of the results for the full year. Certain other
amounts in the consolidated financial statements have been reclassified to
conform with the current presentation.
NOTE 2 - Inventories
The major classes of inventories, at the dates indicated were as follows:
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
---- ----
(Unaudited)
(in thousands)
<S> <C> <C>
Raw materials $ 898 $ 723
Finished goods and
work in progress 1,086 1,077
Purchased products
for resale 2,848 1,779
------- -------
$ 4,832 $ 3,579
======= =======
</TABLE>
NOTE 3 - Marketable Securities
The Company classifies its marketable securities as securities available
for sale under FASB 115, Accounting for Certain Investments in Debt and
Equity Securities. Available-for-sale securities are carried at fair value,
with the unrealized gains and losses, net of tax, reported as a separate
component of stockholders' equity. Application of this method resulted in
an unrealized gain, net of deferred tax, of approximately $41,000 being
reported as part of stockholders' equity at June 30, 1998.
6
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIES
NOTE 4 - Restricted Cash
The Company has borrowings under its variable rate tax exempt revenue bond.
The use of the proceeds from these borrowings are restricted for the
acquisition of certain equipment. The unexpended portion of $1.1 million is
included in restricted cash at June 30, 1998.
NOTE 5 - Long-Term Debt
In the first quarter of 1998, the Company's Ersco unit secured a commitment
for a $10.0 million credit facility, available under certain
circumstances, to fund acquisitions.
NOTE 6 - Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
----------------------------------------
(in thousands, except per share data)
<S> <C> <C>
NUMERATOR:
Net income $ 1,128 $ 1,325
Preferred stock dividends (102) (83)
-------- --------
NUMERATOR FOR BASIC EARNING PER SHARE--INCOME
AVAILABLE TO COMMON STOCKHOLDERS 1,026 1,242
Effect of dilutive securities:
-------- --------
NUMERATOR FOR DILUTED EARNINGS PER SHARE--INCOME
TO COMMON STOCKHOLDERS AFTER ASSUMED CONVERSIONS 1,026 1,242
DENOMINATOR:
DENOMINATOR FOR BASIC EARNINGS PER SHARE--
WEIGHTED-AVERAGE SHARES 3,298 3,511
Effect of dilutive securities:
Employee stock options 54 63
-------- --------
Dilutive potential common shares 54 63
-------- --------
DENOMINATOR FOR DILUTED EARNINGS PER SHARE--ADJUSTED
WEIGHTED-AVERAGE SHARES AND ASSUMED CONVERSIONS 3,352 3,574
======== ========
BASIC EARNINGS PER SHARE $ .31 $ .35
======== ========
DILUTED EARNINGS PER SHARE $ .31 $ .35
======== ========
</TABLE>
7
<PAGE> 8
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIES
NOTE 7 - Comprehensive Income
Effective April 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income." Statement
130 established new rules for the reporting and display of comprehensive
income and its components. The adoption of this Statement requires
unrealized gains or losses on marketable securities be included in
comprehensive income, which prior to adoption were only reported separately
in shareholders' equity.
The components of comprehensive income for the first quarter of fiscal
years 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
June 30,
1998 1997
-----------------------------------------
(in thousands)
<S> <C> <C>
Net earnings $ 1,128 $ 1,325
Unrealized gains (losses) on marketable securities (6) 99
======== ========
$ 1,122 $ 1,424
======== ========
</TABLE>
The components of accumulated comprehensive income, net of related tax at
June 30, 1998 and March 31, 1998 are as follows:
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
-----------------------------------------
(in thousands)
<S> <C> <C>
Unrealized gains (losses) on marketable securities $ 41 $ 47
</TABLE>
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MAXCO, INC. AND SUBSIDIARIES
JUNE 30, 1998
MATERIAL CHANGES IN FINANCIAL CONDITION
Cash generated from net income, sale of marketable securities, and proceeds from
long-term borrowings in the first quarter were used by Maxco in its operating
activities to fund higher levels of working capital items and in investing
activities to purchase property and equipment, and make additional investments
in its affiliates.
The higher level of working capital items, primarily accounts receivable and
inventory, resulted from increased sales activity by the Company's construction
supplies business over the traditionally slower fourth quarter of the prior
year.
In addition to the higher working capital requirements by Ersco at June 30,
1998, additional monies are anticipated to be invested at this unit in order to
take advantage of the increasing availability of federal highway repair dollars,
and to be an active participant in the overall consolidation of the construction
industry. Accordingly, this unit in the first quarter of 1998, secured a
commitment for a $10.0 million credit facility, available under certain
circumstances, to fund acquisitions.
During the first quarter, the Company invested in $2.0 million of property and
equipment, primarily at Atmosphere Annealing, to improve efficiency and capacity
of this metal heat treating unit in anticipation of higher sales by this unit.
During the quarter, Maxco also acquired a one-third interest in Blasen Brogan
Asset Management Company, a Lansing, Michigan based registered investor advisory
firm.
Subsequent to June 30, 1998, the Company acquired a 50% equity interest in and
agreed to finance certain debt of Mid-State Industrial Services, Inc., which is
in the business of selling, leasing, and servicing lift trucks. In addition, the
Company acquired a 40% equity interest in a software developer, whose customers
primarily are in the light manufacturing and distribution industries. The
Company's cash outflow for its investment in these two affiliates will be
approximately $1.5 million.
The Company believes that its current financial resources, together with cash
generated from operations, and its available resources under its lines of credit
will be adequate to meet its cash requirements for the next year.
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 Compared to 1997
Net sales from continuing operations increased to $35.7 million compared to
$27.8 million in last year's first quarter. First quarter results reflect
operating earnings of $1.9 million compared to $2.2 million for the comparable
period in 1997. Net income was $1.1 million or $.31 per share assuming dilution
compared to last year's $1.3 million or $.35 per share assuming dilution.
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
MAXCO, INC. AND SUBSIDIARIES
Higher sales in the current period occurred at Maxco's construction supplies
unit (Ersco) over the comparable 1997 period primarily as a result of Ersco's
acquisition of an Illinois based sales unit in January 1998, additional
construction activity due to increased availability of federal highway repair
dollars, and a strong general construction market. Sales at Atmosphere Annealing
were comparable with the prior year's first quarter. Sales at this unit,
however, were less than planned as a result of a strike at one of its automotive
customers.
The construction supplies unit generated additional operating earnings in the
current period over last year due to their increased sales level. Gross margin
percentage at this unit was lower, however, as a significant portion of the
increased sales level was product sales to highway contractors on a direct
shipment basis which generally have a lower margin. The operating earnings
increase at this unit was offset by reduced earnings at Atmosphere Annealing,
caused in a large part by higher employee costs resulting from increased
staffing to address scheduled work that was impacted adversely by the labor
strike at one of its major customers. This trend has continued into the second
quarter. While the strike has been settled, normal order flow is not expected
until the customer's facilities return to full operating capacity. In addition,
operating earnings were also affected by an operating loss which occurred at
Pak-Sak as a result of lower sales and gross margin percentage at this unit.
Net interest expense increased in 1998 from the prior year quarter due to
additional long-term borrowings and reduction in marketable securities, the
proceeds of which were used for investments in the Company's affiliates,
repurchases of the Company's stock, and additional purchases of property and
equipment.
IMPACT OF THE YEAR 2000 ISSUE
The Company recognizes the need to ensure its operations will not be adversely
impacted by year 2000 software issues and continues to evaluate and manage the
risks associated with this problem. The Company believes that based on initial
assessments, the cost of achieving year 2000 compliance is not estimated to be
materially over the cost of normal software upgrades and replacements which are
expected to be incurred through September 30, 1999.
In addition to reviewing its internal year 2000 issues, Maxco has begun to
analyze any third party readiness to insure that there could not be a material
impact on the Company. Due to the diverse nature of Maxco's operations and its
many suppliers and vendors, the Company believes that no significant loss of
business is anticipated as a result of any of its customers or vendors not being
year 2000 ready.
10
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6(a) Exhibits
3 Restated Articles of Incorporation are hereby incorporated from Form
10-Q dated February 13, 1998.
3.1 By-laws are hereby incorporated by reference from Form S-4 dated
November 4, 1991 (File No. 33-43855).
4.2 Resolution establishing Series Three Preferred Shares is hereby
incorporated by reference from Form S-4 dated November 4, 1991
(File No. 33-43855).
4.3 Resolution authorizing the redemption of Series Two Preferred Stock
and establishing Series Four Preferred Stock and the terms of the
subordinated notes is hereby incorporated by reference from Form 10-Q
dated February 14, 1997.
4.4 Resolution establishing Series Five Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 5, 1997.
10.1 Incentive stock option plan adopted August 15, 1983, including the
amendment (approved by shareholders August 25, 1987) to increase the
authorized shares on which options may be granted by two hundred fifty
thousand (250,000), up to five hundred thousand (500,000) shares of
the common stock of the company is hereby incorporated by reference
from the registrant's annual report on Form 10-K for the fiscal year
ended March 31, 1988.
11
<PAGE> 12
PART II
OTHER INFORMATION (CONTINUED)
10.8 Stock Purchase Agreement (sale of FinishMaster, Inc.) effective July
9, 1996, is hereby incorporated by reference from registrants Form
10-K dated June 18, 1996.
10.9 Asset purchase agreement - Wright Plastic Products, Inc. is hereby
incorporated by reference from registrants Form 10-Q dated November
14, 1996.
10.10 Amended and restated loan agreement between Comerica Bank and Maxco,
Inc. dated September 30, 1996 is hereby incorporated by reference from
Form 10-Q dated November 14, 1996.
10.11 Asset purchase agreement for the purchase of Atmosphere Annealing,
Inc. is hereby incorporated by reference from Form 8-K dated January
17, 1997.
10.12 Asset purchase agreement - Axson North America, Inc. is hereby
incorporated by reference from Form 10-Q dated February 14, 1997.
10.13 Loan agreement between Michigan Strategic Fund and Atmosphere
Annealing, Inc. is hereby incorporated by reference from Form 10-Q
dated February 13, 1998.
10.14 Loan agreement between LAM Funding, L.L.C. and borrower including
Guaranty-Maxco, Inc. is hereby incorporated by reference from Form
10-Q dated February 13, 1998.
10.15 First Amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated August 1, 1997, is hereby
incorporated by reference from Form 10-K dated June 24, 1998.
10.16 Second amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated June 24, 1998 is hereby
incorporated by reference from Form 10-K dated June 24, 1998.
27* Financial Data Schedule
Item 6(b) Reports on Form 8-K
None
*Filed herewith
12
<PAGE> 13
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.
MAXCO, INC.
Date August 13, 1998 \s\ VINCENT SHUNSKY
---------------------------------------
Vincent Shunsky, Vice President-Finance
and Treasurer (Principal Financial and
Accounting Officer)
13
<PAGE> 14
EXHIBIT INDEX
Exhibit No. Description
3 Restated Articles of Incorporation are hereby incorporated
from Form 10-Q dated February 13, 1998.
3.1 By-laws are hereby incorporated by reference from Form S-4
dated November 4, 1991 (File No. 33-43855).
4.2 Resolution establishing Series Three Preferred Shares is
hereby incorporated by reference from Form S-4 dated
November 4, 1991 (File No. 33-43855).
4.3 Resolution authorizing the redemption of Series Two Preferred
Stock and establishing Series Four Preferred Stock and the
terms of the subordinated notes is hereby incorporated by
reference from Form 10-Q dated February 14, 1997.
4.4 Resolution establishing Series Five Preferred Shares is hereby
incorporated by reference from Form 10-K dated June 5, 1997.
10.1 Incentive stock option plan adopted August 15, 1983, including
the amendment (approved by shareholders August 25, 1987) to
increase the authorized shares on which options may be granted
by two hundred fifty thousand (250,000), up to five hundred
thousand (500,000) shares of the common stock of the company
is hereby incorporated by reference from the registrant's
annual report on Form 10-K for the fiscal year ended
March 31, 1988.
10.8 Stock Purchase Agreement (sale of FinishMaster, Inc.) effective
July 9, 1996, is hereby incorporated by reference from
registrants Form 10-K dated June 18, 1996.
10.9 Asset purchase agreement - Wright Plastic Products, Inc. is
hereby incorporated by reference from registrants Form 10-Q
dated November 14, 1996.
10.10 Amended and restated loan agreement between Comerica Bank and
Maxco, Inc. dated September 30, 1996 is hereby incorporated by
reference from Form 10-Q dated November 14, 1996.
10.11 Asset purchase agreement for the purchase of Atmosphere
Annealing, Inc. is hereby incorporated by reference from Form
8-K dated January 17, 1997.
10.12 Asset purchase agreement - Axson North America, Inc. is hereby
incorporated by reference from Form 10-Q dated
February 14, 1997.
10.13 Loan agreement between Michigan Strategic Fund and Atmosphere
Annealing, Inc. is hereby incorporated by reference from Form
10-Q dated February 13, 1998.
10.14 Loan agreement between LAM Funding, L.L.C. and borrower
including Guaranty-Maxco, Inc. is hereby incorporated by
reference from Form 10-Q dated February 13, 1998.
10.15 First Amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated August 1, 1997, is hereby
incorporated by reference from Form 10-K dated June 24, 1998.
10.16 Second amendment to amended and restated loan agreement between
Comerica Bank and Maxco, Inc. dated June 24, 1998 is hereby
incorporated by reference from Form 10-K dated June 24, 1998.
27* Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A)
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1998, AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH (B) FINANCIAL STATEMENTS AND NOTES THERETO.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 1,653
<SECURITIES> 401
<RECEIVABLES> 26,382
<ALLOWANCES> 580
<INVENTORY> 4,832
<CURRENT-ASSETS> 33,266
<PP&E> 33,923
<DEPRECIATION> 8,897
<TOTAL-ASSETS> 87,245
<CURRENT-LIABILITIES> 20,673
<BONDS> 29,678
0
3,882
<COMMON> 3,282
<OTHER-SE> 28,445
<TOTAL-LIABILITY-AND-EQUITY> 87,245
<SALES> 35,696
<TOTAL-REVENUES> 35,696
<CGS> 28,208
<TOTAL-COSTS> 33,775
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 602
<INCOME-PRETAX> 1,535
<INCOME-TAX> 537
<INCOME-CONTINUING> 1,128
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,128
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
