<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the Quarterly Period ended June 30, 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 1-9063
------
MARITRANS INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0343903
------------------------------ ----------------------------------
(State or other jurisdiction of (Identification No. I.R.S. Employer)
incorporation or organization)
1818 MARKET STREET, SUITE 3540
PHILADELPHIA, PENNSYLVANIA 19103
- -------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code (215) 864-1200
----------------------------------
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
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 requirements for the past 90 days.
Yes X No
--- ---
Class Shares Outstanding as of June 30, 1998
----- --------------------------------------
Common Stock, par value $.01 12,109,233
<PAGE>
MARITRANS INC.
INDEX
PART I. FINANCIAL INFORMATION PAGE NUMBER
- ------- --------------------- -----------
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets............................1
Consolidated Statements of Income................................2
Consolidated Statements of Cash Flows............................4
Notes to Condensed Consolidated Financial Statements.............5
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....................6
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings...............................................13
ITEM 6. Exhibits and Reports on Form 8-K................................13
Signature..................................................................14
<PAGE>
PART I: FINANCIAL INFORMATION
MARITRANS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
($000)
<TABLE>
<CAPTION>
JUNE 30, 1998 DECEMBER 31, 1997
------------- -----------------
ASSETS
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,358 $ 13,312
Trade accounts receivable 16,221 18,073
Other accounts receivable 6,178 4,447
Inventories 3,832 5,066
Deferred income tax benefit 4,825 3,491
Prepaid expenses 6,826 3,257
-------- --------
Total current assets 46,240 47,646
Vessels, terminals and equipment 333,845 329,032
Less accumulated depreciation 141,623 132,316
-------- --------
Net vessels, terminals and equipment 192,222 196,716
Other 6,410 6,661
-------- --------
Total assets $244,872 $251,023
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Debt due within one year $ 7,700 $ 9,758
Trade accounts payable 1,455 2,390
Accrued interest 1,351 1,563
Accrued shipyard costs 8,961 8,723
Accrued wages and benefits 5,182 5,208
Other accrued liabilities 9,521 9,825
-------- --------
Total current liabilities 34,170 37,467
Long-term debt 71,600 75,365
Deferred shipyard costs 13,442 13,085
Other liabilities 5,705 5,326
Deferred income taxes 28,985 28,985
Stockholders' equity 90,970 90,795
-------- --------
Total liabilities and stockholders'
equity $244,872 $251,023
======== ========
</TABLE>
See accompanying notes.
1
<PAGE>
MARITRANS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
($000, except per share amounts)
<TABLE>
<CAPTION>
APRIL 1 TO APRIL 1 TO
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
<S> <C> <C>
Revenues $ 38,137 $ 31,472
Costs and expenses:
Operation expense 21,426 16,287
Maintenance expense 6,036 4,182
General and administrative 2,295 2,033
Depreciation and amortization 4,868 4,015
------------ ------------
Total operating expenses 34,625 26,517
------------ ------------
Operating income 3,512 4,955
Interest expense, net (1,623) (1,863)
Other income, net 231 1,909
------------ ------------
Income before income taxes 2,120 5,001
Income tax provision 795 2,002
------------ ------------
Net income $ 1,325 $ 2,999
============ ============
Basic earnings per share $ 0.11 $ 0.25
Diluted earnings per share $ 0.11 $ 0.25
</TABLE>
See accompanying notes.
2
<PAGE>
MARITRANS INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
($000, except per share amounts)
<TABLE>
<CAPTION>
JANUARY 1 TO JANUARY 1 TO
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
<S> <C> <C>
Revenues $ 73,967 $ 63,284
Costs and expenses:
Operation expense 41,078 32,439
Maintenance expense 12,452 8,547
General and administrative 4,684 4,183
Depreciation and amortization 9,501 7,988
------------ ------------
Total operating expenses 67,715 53,157
------------ ------------
Operating income 6,252 10,127
Interest expense, net (3,518) (3,996)
Other income, net 538 1,920
------------ ------------
Income before income taxes 3,272 8,051
Income tax provision 1,227 3,161
------------ ------------
Net income $ 2,045 $ 4,890
============ ============
Basic earnings per share $ 0.17 $ 0.41
Diluted earnings per share $ 0.17 $ 0.41
</TABLE>
See accompanying notes.
3
<PAGE>
MARITRANS INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
(Unaudited)
($000)
<TABLE>
<CAPTION>
JANUARY 1 TO JANUARY 1 TO
JUNE 30, 1998 JUNE 30, 1997
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,045 $ 4,890
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation and amortization 9,501 7,988
Deferred income tax provision (1,334) 660
Stock compensation 308 206
Changes in receivables, inventories
and prepaid expenses (2,214) 5,055
Changes in current liabilities
other than debt (1,239) (723)
Non-current changes, net 794 1,890
(Gain)/loss on sale of equipment -- (835)
-------- --------
Total adjustments to net income 5,816 14,241
-------- --------
Net cash provided by (used in)
operating activities 7,861 19,131
Cash flows from investing activities:
Proceeds from litigation settlement 1,025 --
Cash proceeds from sale of equipment -- 3,582
Purchase of vessels, terminals and equipment (5,838) (2,374)
-------- --------
Net cash provided by (used in)
investing activities (4,813) 1,208
-------- --------
Cash flows from financing activities:
Proceeds from stock option exercises -- 127
Payment of long-term debt (15,823) (9,351)
New revolver borrowings 10,000 --
Dividends declared and paid (2,179) (1,796)
-------- --------
Net cash provided by (used in)
financing activities (8,002) (11,020)
-------- --------
Net increase (decrease)
in cash and cash equivalents (4,954) 9,319
Cash and cash equivalents at beginning of
period 13,312 33,174
-------- --------
Cash and cash equivalents at end of period $ 8,358 $ 42,493
======== ========
</TABLE>
See accompanying notes.
4
<PAGE>
MARITRANS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation/Organization
----------------------------------
Maritrans Inc. owns Maritrans Operating Partners L.P. ("the Operating
Partnership"), Maritrans General Partner Inc., Maritrans Tankers Inc.,
Maritrans Barge Co., Maritrans Holdings Inc. and other Maritrans
entities (collectively, the "Company" or "Maritrans"). These
subsidiaries, directly and indirectly, own and operate oil tankers,
tugboats, and oceangoing petroleum tank barges principally used in the
transportation of oil and related products, along the Gulf and
Atlantic Coasts, and own and operate petroleum storage facilities on
the Atlantic Coast.
In the opinion of management, the accompanying condensed consolidated
financial statements of Maritrans Inc., which are unaudited (except
for the Condensed Consolidated Balance Sheet as of December 31, 1997,
which is derived from audited financial statements), include all
adjustments (consisting of normal recurring accruals) necessary to
present fairly the financial statements of the consolidated entities.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from
those estimates.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the unaudited condensed consolidated financial statements
do not include all of the information and notes normally included with
annual financial statements prepared in accordance with generally
accepted accounting principles. It is suggested that these financial
statements be read in conjunction with the consolidated historical
financial statements and notes thereto included in the Company's Form
10-K for the fiscal year ended December 31, 1997.
5
<PAGE>
2. Earnings per Common Share
-------------------------
The following data show the amounts used in computing earnings per
share ("EPS") and the effect on income and the weighted average number
of shares of dilutive potential common stock.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
---- ---- ---- ----
(thousands) (thousands)
<S> <C> <C> <C> <C>
Income available to common
stockholders used in basic EPS $ 1,325 $ 2,999 $ 2,045 $ 4,890
Weighted average number of common
shares used in basic EPS 12,105 11,922 12,075 11,922
Effect of dilutive securities:
Stock options 244 145 250 136
Weighted number of common shares
and dilutive potential common
stock used in diluted EPS 12,349 12,067 12,325 12,058
</TABLE>
3. Income Taxes
------------
The Company's effective tax rate differs from the federal statutory
rate due primarily to state income taxes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
---------------------------------------------
This report contains, in addition to historical information, statements by the
Company with regard to its expectations as to financial results and other
aspects of its business that involve risks and uncertainties and may
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements include statements
regarding the Company's liquidity and capital resources, expected dividends
and expected capital expenditures. Such statements are based on management's
current expectations and are subject to a number of uncertainties and risks
that could cause actual results to differ materially from those described in
the statements. Factors that may cause such a difference include, but are not
limited to, the continuation of federal law restricting United States
point-to-point maritime shipping to U.S. vessels (the Jones Act), domestic oil
6
<PAGE>
consumption - particularly in Florida and the northeastern U.S., environmental
laws and regulations, oil companies' operating and sourcing decisions,
competition, labor and training costs, liability insurance costs, and those
described under "Item 1. BUSINESS" in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1997.
Liquidity and Capital Resources
- -------------------------------
For the six months ended June 30, 1998, funds provided by operating
activities, augmented by financing and investing transactions, were sufficient
to meet debt service obligations and loan agreement restrictions, to make
capital acquisitions and improvements and to allow Maritrans to pay a dividend
of $0.09 per common share in each of the first two quarters of 1998.
Management expects quarterly dividends to continue for the remainder of 1998.
In the first quarter of 1998, the Company began a pilot project to rebuild and
to coat the tanks of its single-hulled barge, the OCEAN 192, as a
double-hulled barge. In the current quarter, the Company had expenditures for
this project of approximately $1.5 million. The total expenditures through
June 30, 1998, on this project are approximately $4.7 million. Additionally,
on August 12, 1998, Maritrans completed the acquisition of a second 40,000
deadweight ton, double-hull oil tanker from Chevron USA, Inc. for
approximately $14.3 million. The vessel complies with all International
Maritime Organization ("IMO") and Oil Pollution Act of 1990 ("OPA") design
criteria for future oil trading. The Company funded this acquisition by
borrowing $12.4 million from its revolving credit facility with Mellon Bank,
N.A. and the remainder from internally generated funds.
The Company expects that the total expenditures for these projects will be
approximately $29 million. Management believes that total capital expenditures
in 1998 will be approximately $33 million compared to approximately $50
million in 1997. However, the Company will continue to evaluate additional
potential investments consistent with its long-term strategic interests and
the relative costs of alternative sources of funds needed to finance such
investments.
Management believes that 1998 revenue from operating activities, augmented by
7
<PAGE>
financing and investing transactions, will be sufficient to fund the Company's
1998 operations, anticipated capital expenditures, lease payments, and
required debt repayments.
Liquidity and Capital Indicators
- --------------------------------
As of June 30, 1998
Ratio of current assets to current liabilities 1.35:1
Working capital (in thousands) $12,070
Ratio of total debt to the sum of total debt
and stockholders' equity .47
Working Capital Position
- ------------------------
Working capital increased by $1.9 million from December 31, 1997 to June 30,
1998. The increase was due to cash generated from operating activities and new
borrowings reduced by capital expenditures and dividend payments. The ratio of
current assets to current liabilities increased from 1.27:1 at December 31,
1997 to 1.35:1 at June 30, 1998.
Debt Obligations and Borrowing Facility
- ---------------------------------------
At June 30, 1998, the Company had $79.3 million in total outstanding debt,
secured by mortgages on substantially all of the fixed assets of the
subsidiaries of the Company. The current portion of this debt at June 30, 1998
was $7.7 million. The Company has a $10 million working capital facility,
secured by its receivables and inventories. There were no borrowings against
this facility for the six months ended June 30, 1998.
On October 17, 1997, Maritrans entered into a multi-year revolving credit
facility for amounts up to $33 million with Mellon Bank, N.A. This agreement is
collateralized by mortgages on tankers acquired in 1997. At June 30, 1998, $16
million was outstanding under this facility. Maritrans borrowed an additional
$12.4 million under this facility on August 12, 1998 to complete the purchase
of a second 40,000 deadweight ton, double-hull oil tanker from Chevron USA,
Inc.
8
<PAGE>
Impact of Year 2000
- -------------------
Some of the Company's older computer programs were written using two digits
rather than four digits to define the applicable year. As a result, those
programs have time-sensitive software that recognize a date using "00" as the
year 1900 rather than the year 2000. If left unchanged, this could cause a
system failure or miscalculations causing disruptions in operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in normal similar business activities.
The Company completed an assessment of its computing systems within the last
few years and has begun rewriting software programs and replacing systems to
take advantage of newer technology. As a result of this initiative, the
Company's operating systems will be year 2000 compliant upon completion of
these upgrades, which are scheduled to be complete no later than the first
quarter of 1999. This date is prior to any anticipated impact on its operating
systems. The Company believes that with the conversions to new software, the
Year 2000 issue will not pose significant operational problems for its
computer systems. However, if such conversions are not made, or are not
completed timely, the Year 2000 issue could have a material adverse impact on
the operations of the Company. For the Company's commercial off-the-shelf
systems and embedded components, the Company is working closely with the
manufacturers to verify compliance and proceeding with corrective actions. The
Company is collaborating with its key service providers and customers to
ensure their year 2000 efforts will identify and address common risks as well
as developing contingency plans where necessary. The total remaining cost of
this initiative is approximately $0.4 million, of which most is for the
purchase of new software and which will be capitalized. The amount is expected
to be financed from internally generated funds. The costs of the project and
the date on which the Company believes it will complete the Year 2000
conversions are based on management's best estimates, which were derived
utilizing certain resources and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could
differ materially from those anticipated. Specific factors that might cause
material differences include, but are not limited to, the availability and
cost of personnel trained in this area, the ability to upgrade all relevant
operating systems, and similar uncertainties.
9
<PAGE>
Results of Operations
- ---------------------
Three Month Comparison
- ----------------------
Revenues
- --------
Revenues for the three months ended June 30, 1998, were $38.1 million compared
with $31.5 million for the corresponding period in 1997, an increase of $6.7
million or 21.2 percent. Barrels of cargo transported increased by 7.5
million, from 59.1 million to 66.6 million or 12.6 percent. Volumes in the
current quarter were positively impacted by the additions of three tankers and
two tug/barge units to the fleet. Utilization, as measured by revenue days
divided by calendar days available, totaled 80.2 percent compared to 81.4
percent in the second quarter of 1997. Utilization for the fleet, excluding
the new vessels, decreased to 79.7 percent. In the current quarter,
utilization was impacted by a heavier than normal maintenance schedule. Also
affecting out of service time this quarter was the beginning of the OCEAN 192
double-hull rebuild project which will continue through the third quarter.
Revenues from sources other than marine transportation decreased from 3.4
percent of revenues in the second quarter of 1997 to 2.4 percent of revenues
in the current quarter.
Results
- -------
Operating expenses for the three months ended June 30, 1998, of $34.6 million
increased by $8.1 million or 30.6 percent from $26.5 million for the three
months ended June 30, 1997. Expenses increased primarily due to the addition
to the fleet of three tankers and two tug/barge units. Expenses excluding the
new vessels increased as the Company had to charter in outside tonnage, due to
an extensive maintenance schedule in the quarter, to cover contractual
commitments to its customers. Other variable operating expenses decreased
reflecting the increased out of service time. General and administrative
expenses increased reflecting higher staffing levels, professional fees and
shoreside training.
Interest expense decreased from $1.9 million for the three months ended June
30, 1997, to $1.6 million for the three months ended June 30, 1998. The
reduction was due to lower levels of principal outstanding and capitalized
interest in the amount of $0.1 million for the OCEAN 192 double-hull rebuild
project. Other income decreased
10
<PAGE>
by $1.7 million to $0.2 million in the current quarter. The second quarter of
1997 included a $1.3 million gain on the disposal of certain assets. Interest
income in the current quarter decreased by $0.3 million reflecting lower
levels of cash equivalents on hand due to asset acquisitions in late 1997.
Net income for the three months ended June 30, 1998, was $1.3 million, a
decrease of $1.7 million from $3.0 million for the three months ended June 30,
1997. The decrease was a result of the aforementioned changes in revenues and
operating expenses.
Six Month Comparison
- --------------------
Revenues
- --------
Revenues of $74.0 million for the six months ended June 30, 1998, increased by
$10.7 million or 16.9 percent from revenues of $63.3 million for the six
months ended June 30, 1997. Barrels of cargo transported totaled 128.6 million
for the six months ended June 30, 1998, compared to 115.2 million in the same
period of 1997. Barrels increased by 13.4 million or 11.6 percent. Volumes in
the current period were positively impacted by the addition of three tankers
and two tug/barge units to the fleet late in 1997. Utilization, as measured by
revenues days divided by calendar days available, increased to 80.7 percent
compared to 80.5 percent for the six months ended June 30, 1997. Utilization
for the fleet, excluding the new vessels, decreased to 79.3 percent. In the
first three months of this year the fleet had been impacted by heavier than
normal weather delays in its two largest market areas of the Gulf of Mexico
and the northeastern United States. In addition, the fleet capacity was
negatively affected by an unusually large out of service time due to scheduled
maintenance and the beginning of the OCEAN 192 double-hull rebuild project.
Revenues from sources other than marine transportation decreased from 3.1
percent of revenues for the first six months of 1997 to 2.5 percent of
revenues for the six months ended June 30, 1998.
Results
- -------
Operating expenses for the six months ended June 30, 1998, of $67.7 million
increased by $14.6 million or 27.4 percent from $53.2 million for the first
six months of 1997. Consistent with the explanation for the three month
period, this increase was largely
11
<PAGE>
due to the addition of three tankers and two tug/barge units late in 1997.
Additionally, the Company had to charter in outside tonnage, due to an
extensive maintenance schedule in the period, to cover contractual commitments
to its customers. Expenses excluding the new vessels decreased reflecting
lower utilization due to maintenance and heavier weather delays. General and
administrative expenses increased reflecting higher staffing levels, shoreside
training and professional fees.
Interest expense decreased from $4.0 million for the six months ended June 30,
1997, to $3.5 million for the six months ended June 30, 1998. The reduction is
due to lower levels of principal outstanding and capitalized interest in the
amount of $0.1 million for the OCEAN 192 double-hull rebuild project. Other
income decreased from $2.0 million in the first six months of 1997 to $0.5
million for the six months ended June 30, 1998. The first six months of 1997
included a net gain of $0.8 million on the disposal of certain assets.
Interest income decreased to $0.3 million as the Company had less cash and cash
equivalents on hand due to asset acquisitions late in 1997.
Net income for the six months ended June 30, 1998, decreased to $2.0 million
from $4.9 million for the six months ended June 30, 1997, due to the
aforementioned changes in revenues and expenses.
Maritrans expects that margins in the upcoming quarters will remain negatively
impacted by several factors, including the costs related to integrating
Maritrans' vessel additions to its fleet, and by the utilization impact which
will result from expected higher cyclical fleet maintenance and the related
out of service time. Maritrans expects this out of service time, which peaked
in the second quarter, to continue to impact the fleet capacity in the
upcoming quarters, albeit to a lesser extent. As the OCEAN 192 double-hull
rebuild project is completed and the vessel returns to service early in the
fourth quarter, fleet out of service time will decline.
12
<PAGE>
Part II: OTHER INFORMATION
ITEM 1. Legal Proceedings
-----------------
In Maritrans Inc., et al v. United States, Maritrans sued the
United States in 1996 alleging that the double hull
requirement of OPA which requires retirement of Maritrans'
fleet of single-hulled barges, is a "taking" under the fifth
amendment to the U.S. Constitution. Maritrans is seeking in
excess of $250 million in compensation for this taking. A
trial was held in July 1997 on the preliminary issue of
whether Maritrans had a cognizable property interest that
could be subject to taking.
In an Order dated October 29, 1997, the United States Court of
Federal Claims (the "Court") held that, at the time Maritrans
built or acquired its single-hulled tank barges, it could not
have reasonably anticipated that double hulls would be
required within the working lifetime of the vessels. This
Order clears the way for further proceedings which will
determine whether OPA's double hull requirement does
constitute a taking, and, if so, the amount of compensation to
be paid to Maritrans. The written opinion of this Order was
handed down on April 24, 1998.
In May the United States filed a Motion for Reconsideration
which was denied by the Court some weeks later. Subsequently,
also in May, the United States filed a further Motion for
Summary Judgment, which is now under consideration by the
Court.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
No. 27 - Financial Data Schedule.
(b) Reports on Form 8-K
(1) No reports on Form 8-K were filed during the quarter ended
June 30, 1998.
13
<PAGE>
SIGNATURE
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.
MARITRANS INC.
(Registrant)
By: /s/ H. William Brown Dated: August 13, 1998
---------------------------------
H. William Brown
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Walter T. Bromfield Dated: August 13, 1998
----------------------------------
Walter T. Bromfield
Treasurer and Controller
(Principal Accounting Officer)
14
<PAGE>
EXHIBIT INDEX
Exhibit Page Number
27 Financial Data Schedule --
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 8,358
<SECURITIES> 0
<RECEIVABLES> 16,221
<ALLOWANCES> 1,330
<INVENTORY> 3,832
<CURRENT-ASSETS> 46,240
<PP&E> 333,845
<DEPRECIATION> 141,623
<TOTAL-ASSETS> 244,872
<CURRENT-LIABILITIES> 34,170
<BONDS> 71,600
0
0
<COMMON> 130
<OTHER-SE> 90,840
<TOTAL-LIABILITY-AND-EQUITY> 244,872
<SALES> 0
<TOTAL-REVENUES> 73,967
<CGS> 0
<TOTAL-COSTS> 67,715
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,518
<INCOME-PRETAX> 3,272
<INCOME-TAX> 1,227
<INCOME-CONTINUING> 2,045
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,045
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
