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 July 1, 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: 0-16002
ADVANCED MARKETING SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3768341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5880 Oberlin Drive, Suite 400
San Diego, California 92121
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number: (619) 457-2500
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 filing requirements for the past 90 days.
YES X NO
The number of shares of the Registrant's Common Stock outstanding
as of July 31, 1995 was 5,409,379.
ADVANCED MARKETING SERVICES, INC.
Quarterly Report on Form 10-Q
July 1, 1995
INDEX
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets
July 1, 1995 (Unaudited), March 31, 1995 and
July 2, 1994 (Unaudited) 3 - 4
Consolidated Statements of Income (Unaudited)
Three months ended July 1, 1995 and
July 2, 1994 5
Consolidated Statements of Cash Flows (Unaudited)
Three months ended July 1, 1995 and
July 2, 1994 6
Notes to Consolidated Financial Statements 7 - 9
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10 - 11
PART II. OTHER INFORMATION 12
SIGNATURES 12
Page 2 of 12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (See Note 1 for basis of presentation)
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
--------------- AS OF --------------
JULY 1, MARCH 31, JULY 2,
1995 1995 1994
(UNAUDITED) (UNAUDITED)
----------- ---------- -----------
CURRENT ASSETS: (IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C>
CASH AND CASH EQUIVALENTS $ 7,306 $ 9,035 $ 12,153
INVESTMENTS, AVAILABLE-FOR-SALE 9,372 9,153 8,578
ACCOUNTS RECEIVABLE - TRADE, NET OF
ALLOWANCES FOR UNCOLLECTIBLE ACCOUNTS
AND SALES RETURNS OF $2,625,000 AT
JULY 1, 1995, $2,532,000 AT
MARCH 31, 1995 AND $2,083,000 AT
JULY 2, 1994 42,698 36,997 34,281
VENDOR AND OTHER RECEIVABLES 2,053 1,657 2,341
INVENTORIES, NET 73,401 69,356 70,154
DEFERRED INCOME TAXES 3,801 3,111 2,621
PREPAID EXPENSES 769 310 332
---------- ---------- ----------
TOTAL CURRENT ASSETS 139,400 129,619 130,460
---------- ---------- ----------
PROPERTY AND EQUIPMENT, AT COST 6,503 6,335 6,376
LESS - ACCUMULATED DEPRECIATION
AND AMORTIZATION 4,269 4,020 4,211
---------- ---------- ----------
NET PROPERTY AND EQUIPMENT 2,234 2,315 2,165
---------- ---------- ----------
INVESTMENTS, AVAILABLE-FOR-SALE -- 1,012 1,550
OTHER ASSETS 189 185 419
---------- ---------- ----------
TOTAL ASSETS $ 141,823 $ 133,131 $ 134,594
========== ========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE SHEETS
Page 3 of 12
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
-------------- AS OF -----------------
JULY 1, MARCH 31, JULY 2,
1995 1995 1994
(UNAUDITED) (UNAUDITED)
----------- ---------- -----------
CURRENT LIABILITIES: (IN THOUSANDS EXCEPT SHARE DATA)
<S> <C> <C> <C>
ACCOUNTS PAYABLE $ 92,692 $ 85,236 $ 88,828
ACCRUED LIABILITIES 2,453 2,956 2,909
INCOME TAXES PAYABLE 1,524 602 729
---------- ---------- ----------
TOTAL CURRENT LIABILITIES 96,669 88,794 92,466
---------- ---------- ----------
STOCKHOLDERS' EQUITY:
COMMON STOCK, $.001 PAR VALUE,
AUTHORIZED 20,000,000 SHARES, ISSUED
6,117,000 SHARES AT JULY 1, 1995,
6,103,000 SHARES AT MARCH 31, 1995 AND
5,935,000 SHARES AT JULY 2, 1994 6 6 6
ADDITIONAL PAID-IN CAPITAL 25,563 25,519 24,877
RETAINED EARNINGS 21,766 21,012 18,305
UNREALIZED LOSS ON INVESTMENTS ( 27) (46) (180)
FOREIGN CURRENCY TRANSLATION ADJUSTMENT (124) (124) --
LESS: TREASURY STOCK, 708,000 SHARES AT
JULY 1, 1995 AND MARCH 31, 1995 AND
497,000 SHARES AT JULY 2, 1994,
AT COST (2,030) (2,030) (880)
---------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY 45,154 44,337 42,128
---------- ---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 141,823 $ 133,131 $ 134,594
========== ========== ==========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED BALANCE SHEETS
Page 4 of 12
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 1, JULY 2,
1995 1994
---------- ---------
<S> <C> <C>
NET SALES $ 76,040 $ 76,816
COST OF GOODS SOLD 68,639 70,053
--------- ---------
GROSS PROFIT 7,401 6,763
DISTRIBUTION AND
ADMINISTRATIVE EXPENSES 6,458 5,930
--------- ---------
INCOME FROM OPERATIONS 943 833
INTEREST EXPENSE -- (12)
INTEREST AND DIVIDEND INCOME 285 271
--------- ---------
INCOME BEFORE PROVISION
FOR INCOME TAXES 1,228 1,092
PROVISION FOR INCOME TAXES 474 437
--------- ---------
NET INCOME $ 754 $ 655
========= =========
NET INCOME PER COMMON AND
COMMON SHARE EQUIVALENT:
PRIMARY $ .14 $ .12
FULLY DILUTED $ .14 $ .12
========= =========
WEIGHTED AVERAGE NUMBER OF SHARES:
PRIMARY 5,519 5,564
FULLY DILUTED 5,544 5,558
========= =========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS
Page 5 of 12
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 1, JULY 2,
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 754 $ 655
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
PROVIDED BY (USED IN) OPERATING ACTIVITIES:
DEPRECIATION AND AMORTIZATION 255 234
PROVISION FOR UNCOLLECTIBLE ACCOUNTS
AND SALES RETURNS 105 185
PROVISION FOR MARKDOWN OF INVENTORY 222 583
DEFERRED INCOME TAXES (690) --
CHANGES IN ASSETS AND LIABILITIES:
INCREASE IN ACCOUNTS RECEIVABLE - TRADE (5,806) (11,145)
INCREASE IN VENDOR AND OTHER RECEIVABLES (396) (242)
INCREASE IN INVENTORIES (4,267) (8,286)
INCREASE IN ACCOUNTS PAYABLE 7,456 21,512
DECREASE IN ACCRUED LIABILITIES (503) (258)
INCREASE IN INCOME TAXES PAYABLE 922 437
(INCREASE) DECREASE IN OTHER ASSETS (463) 37
-------- --------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,411) 3,712
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE/DISPOSAL OF PROPERTY AND EQUIPMENT, NET (174) (224)
PURCHASE OF INVESTMENTS, AVAILABLE-FOR-SALE (10,585) (14,449)
SALE AND REDEMPTION OF INVESTMENTS, AVAILABLE-FOR-SALE 11,397 20,160
-------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES 638 5,487
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
PROCEEDS FROM EXERCISE OF OPTIONS AND
RELATED TAX BENEFITS 44 26
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 44 26
-------- --------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,729) 9,225
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 9,035 2,928
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 7,306 $12,153
======== ========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED STATEMENTS
Page 6 of 12
ADVANCED MARKETING SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
---------------------
The financial statements presented herein as of and for the three months
ended July 1, 1995 and July 2, 1994 have been prepared in accordance with
generally accepted accounting principles and with instructions to Form
10-Q. These financial statements have not been examined by independent
public accountants, but include all adjustments (consisting of normal
recurring adjustments) which are, in the opinion of Management, necessary
for a fair presentation of the financial condition, results of operations
and cash flows for such periods.
The accompanying consolidated financial statements include the accounts
of the Company and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated.
Certain information and footnote disclosures normally included in
financial statements in accordance with generally accepted accounting
principles have been omitted pursuant to requirements of the Securities
and Exchange Commission. Management believes that the disclosures
included in the accompanying interim financial statements and footnotes
are adequate to make the information not misleading. For further
information, refer to the financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995.
The results of operations for the three month period ended July 1, 1995
are not necessarily indicative of the results to be expected for the
fiscal year ending March 31, 1996. Net sales in the Company's third
fiscal quarter have historically been, and are expected to be,
significantly greater than in any other quarter of the fiscal year due
to increased demand during the holiday season.
2. INTERIM ACCOUNTING PERIODS
--------------------------
In accordance with wholesale distribution industry practice, net sales
and cost of goods sold for interim periods are cut off on the Saturday
nearest to the end of an accounting period. The cut-off for the fourth
fiscal quarter is March 31. This practice may result in differences in
the number of business days for which sales and cost of goods sold are
recorded both as to quarter-to-quarter comparisons, and as to comparisons
of quarters between years.
3. INVESTMENTS, AVAILABLE-FOR-SALE
-------------------------------
"Investments, available-for-sale" consist principally of highly rated
corporate and municipal bonds, funds held in managed investment funds and
preferred stock instruments.
Page 7 of 12
The cost and estimated fair market value of investments at July 1, 1995
and July 2, 1994 are as follows (in thousands):
<TABLE>
<CAPTION>
---------------- July 1, 1995 -------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gains Losses Market Value
--------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Mortgage-Backed
Securities $ 2,898 $ - $ 34 $ 2,864
Debt Securities issued by
States of the U.S. and
political subdivisions
of the States 6,501 7 - 6,508
------- ----- ----- -------
$ 9,399 $ 7 $ 34 $ 9,372
======= ===== ===== =======
</TABLE>
<TABLE>
<CAPTION> ---------------- July 2, 1994 -------------------
Gross Gross
Amortized Unrealized Unrealized Approximate
Cost Gains Losses Market Value
--------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Mortgage-Backed
Securities $ 3,884 $ - $ 23 $ 3,861
Debt Securities issued by
States of the U.S. and
political subdivisions
of the States 3,350 - - 3,350
Equity Securities 3,074 218 375 2,917
------- ----- ----- -------
$10,308 $ 218 $ 398 $10,128
======= ===== ===== =======
</TABLE>
As of July 1, 1995 investments in debt securities issued by states of the
U.S. and political subdivisions of the States in the amount of $6,508,000
are scheduled to mature within one year. The Company's investments in
mortgage-backed securities have contracted maturities up to 30 years.
The actual time of repayment, however, may be shorter due to prepayments
made on the underlying collateral. As of July 1, 1995 the contractual
principal repayments of mortgage-backed securities range from 2 to 28
years.
Proceeds from the sale of investments aggregated $6,000,000 for the
quarter ended July 1, 1995 and $149,100 for the quarter ended July 2,
1994. There was no gain or loss realized on the sales for the first
quarter of fiscal 1996 and $3,330 realized loss on sales in the first
quarter of fiscal 1995. The Company uses the specific identification
method in determining cost on these investments. The reduction in
unrealized loss on investments was approximately $19,000 for the quarter
ended July 1, 1995. The increase in unrealized loss on investments for
the quarter ended July 2, 1994 was $180,000.
Page 8 of 12
4. SALES RETURNS
-------------
In accordance with industry practice, a significant portion of the
Company's products are sold to customers with the right of return. The
Company has provided allowances of $1,593,000 as of July 1, 1995,
$1,593,000 as of March 31, 1995 and $1,213,000 as of July 2, 1994 for the
gross profit effect of estimated future sales returns.
5. INVENTORIES
-----------
Inventories consist primarily of books and prerecorded audio and video
cassettes purchased for resale and are stated at the lower of cost
(first-in, first-out) or market.
6. LINE OF CREDIT
--------------
The Company had available at July 1, 1995 an unsecured bank line of
credit with a maximum borrowing limit of $10 million. The interest rate
is at prime (9 percent at July 1, 1995). The line of credit expires July
31, 1996. As of July 1, 1995 and July 2, 1994, there were no outstanding
borrowings on the line of credit.
7. INCOME TAXES
------------
The Company provides currently for taxes on income regardless of when
such taxes are payable. Deferred income taxes result from temporary
differences in the recognition of income and expense for tax and
financial reporting purposes.
8. PER SHARE INFORMATION
---------------------
Per share information is based on the weighted average number of common
shares and, when applicable, dilutive common share equivalents
outstanding during the periods. The effects of all anti-dilutive common
share equivalents are excluded from the calculation of earnings per
share. The Company's only potential dilutive common share equivalents
are stock options.
9. EMPLOYEE STOCK OPTION PLAN
--------------------------
Nonqualified options to purchase an aggregate of 491,210 shares of common
stock were outstanding as of July 1, 1995. The outstanding options were
at prices ranging from $1.70 to $5.42 per share.
Page 9 of 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
A. RESULTS OF OPERATIONS
Three Month Periods Ended July 1, 1995 and July 2, 1994:
--------------------------------------------------------
During the three months ended July 1, 1995, the Company reported net income
of $754,000, or $.14 per share, compared with a net income of $655,000, or
$.12 per share, for the corresponding quarter of the previous year.
Net sales for the quarter were $76,040,000 compared to $76,816,000 in the
previous year's first quarter. The decline in net sales was due in part to
an increase in returns from customers compared to the prior year's quarter.
On April 27, 1995 the Company announced it had been designated as the
primary book supplier to 65 additional Sam's Club locations. Shipments to
these locations commenced in late June 1995; therefore the quarter was not
significantly impacted by these additional locations.
During the first three months of fiscal 1996, gross profits increased nine
percent to $7,401,000 from $6,763,000 in the first quarter of the previous
fiscal year. Gross profit as a percentage of net sales increased to 9.7
percent from 8.8 percent in the same period last year. This increase
resulted from reductions in several cost of sale accounts, including
inventory markdown and inbound freight expenses, which were offset in part
by lower income from publisher incentive plans.
Distribution and administrative expenses for the quarter ended July 1, 1995
increased nine percent to $6,458,000 and represented 8.5 percent of net
sales compared to $5,930,000, or 7.7 percent of net sales, in the same
quarter of the previous year. Warehouse and outbound freight expenses
increased as a result of higher shipments and the cost of handling greater
customer return volume. Administrative expenses increased as a result of
the Company's activities to expand its customer base.
The Company incurred no interest expense in the three months ended July 1,
1995 while interest expense consisting of costs related to the Company's
line of credit totalled $12,000 in three months ended July 2, 1994.
Interest and dividend income increased to $285,000 in the period from
$271,000 in the corresponding period of the previous year. This increase
was the result of higher yields.
B. LIQUIDITY AND SOURCES OF CAPITAL
Working capital was $42,731,000 as of July 1, 1995 which increased from the
July 2, 1994 level of $37,994,000 and from the March 31, 1995 balance of
$40,825,000. The increase compared to March 31, 1995 and July 2, 1994 was
primarily a result of increases in net operating current assets and sales
of certain long-term investments.
Cash and investments totalled $16,678,000 at July 1, 1995, a decrease of
$2,522,000 from March 31, 1995 and $5,603,000 compared to July 2, 1994.
Trade accounts receivable increased by $5,700,000 during the quarter ended
July 1, 1995 due primarily to increased sales. The increase of $8,417,000
from one year ago was due in part to a modification to the Company's terms
of sale with certain customers.
Page 10 of 12
Compared to March 31, 1995 and one year ago inventories increased by
$4,045,000 and $3,247,000, respectively, to support present and expected
future increases in the Company's sales.
The Company had available at July 1, 1995 an unsecured bank line of credit
with a maximum borrowing limit of $10 million. The interest rate is at
prime (9 percent at July 1, 1995). The line of credit expires July 31,
1996. As of July 1, 1995 and July 2, 1994, there were no outstanding
borrowings on the line of credit.
The Company believes that its existing working capital, cash flows from
operations, trade credit traditionally available from its vendors and its
$10 million line of credit will be sufficient to finance its current and
anticipated level of operations.
Page 11 of 12
PART II. OTHER INFORMATION
ITEMS 1-3. NOT APPLICABLE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant's Annual Meeting of Stockholders was convened on July 27,
1995. Charles C. Tillinghast, III (4,800,597 votes for; 6,350
abstain/withheld), Loren C. Paulsen (4,801,297 votes for; 5,650
abstain/withheld) and Michael M. Nicita (4,799,897 votes for; 7,050
abstain/withheld) were elected as Class A directors each to serve a
three-year term, and will serve until their respective successors are
elected and qualified. In addition, the stockholders approved the
proposed 1995 Stock Option Plan. There were 3,226,061 votes in favor of,
300,763 votes against and 1,244,220 broker non-votes for the adoption of
this proposal.
ITEM 5. OTHER INFORMATION - NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
11.0 Statement re Computation of Per Share Earnings
27.0 Financial Data Schedule
(b) Reports on Form 8-K - None
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.
ADVANCED MARKETING SERVICES, INC.
(Registrant)
August 8, 1995 By: /s/ Charles C. Tillinghast, III
------------------ -------------------------------
Date Charles C. Tillinghast, III
Chief Executive Officer, Chairman
of the Board (Principal
Executive Officer)
August 8, 1995 By: /s/ Jonathan S. Fish
------------------ ------------------------------
Date Jonathan S. Fish
Chief Financial and
Accounting Officer, Executive
Vice President - Finance
(Principal Financial and
Accounting Officer)
Page 12 of 12
Exhibit 11.0
ADVANCED MARKETING SERVICES, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 1, JULY 2,
1995 1994
--------- ---------
<S> <C> <C>
NET INCOME $ 754 $ 655
WEIGHTED AVERAGE COMMON AND COMMON
SHARE EQUIVALENTS:
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 5,398 5,435
WEIGHTED AVERAGE COMMON SHARE
EQUIVALENTS-DILUTIVE STOCK OPTIONS:
PRIMARY 121 129
FULLY DILUTED 146 123
-------- --------
TOTAL WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES:
PRIMARY 5,519 5,564
FULLY DILUTED 5,544 5,558
-------- --------
NET INCOME PER COMMON AND
COMMON SHARE EQUIVALENT
PRIMARY $ .14 $ .12
FULLY DILUTED $ .14 $ .12
-------- --------
</TABLE>
------------------------
Common share equivalents (for AMS outstanding stock options) are excluded from
earnings per share calculations when antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS OF INCOME AND CONSOLIDATED
BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> JUL-01-1995
<CASH> 7,306
<SECURITIES> 9,372
<RECEIVABLES> 45,323
<ALLOWANCES> 2,625
<INVENTORY> 73,401
<CURRENT-ASSETS> 139,400
<PP&E> 6,503
<DEPRECIATION> 4,269
<TOTAL-ASSETS> 141,823
<CURRENT-LIABILITIES> 96,669
<BONDS> 0
<COMMON> 6
0
0
<OTHER-SE> 45,148
<TOTAL-LIABILITY-AND-EQUITY> 141,823
<SALES> 76,040
<TOTAL-REVENUES> 76,040
<CGS> 68,639
<TOTAL-COSTS> 68,639
<OTHER-EXPENSES> 6,458
<LOSS-PROVISION> 105
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,228
<INCOME-TAX> 474
<INCOME-CONTINUING> 754
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 754
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
