<PAGE> 1
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
EXCHANGE ACT OF 1934
For the quarterly period ended ............November 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 0-17882
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-3051642
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
320 Needham Street, Newton Upper Falls, Massachusetts 02464
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(617) 969-0050
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Number of Shares of Common Stock outstanding at December 31, 1998 4,072,717
<PAGE> 2
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
TABLE OF CONTENTS
Page
----
PART I FINANCIAL INFORMATION
Item 1 Financial Statements
- - Consolidated Balance Sheets - November 30, 1998
(unaudited) and February 28, 1998 3
- - Consolidated Statements of Operations - (unaudited)
Three and Nine Months Ended November 30, 1998
and 1997 4
- - Consolidated Statements of Cash Flows - (unaudited)
Nine Months Ended November 30, 1998 and 1997 5
- - Notes to Consolidated Financial Statements -
(unaudited) 6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-11
PART II OTHER INFORMATION
Item 1 Legal Proceedings 12
Item 6 Exhibits and Reports on Form 8-K 13
SIGNATURES 14
2
<PAGE> 3
PART 1: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
NOVEMBER 30, FEBRUARY 28,
1998 1998
----------- -----------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,682,000 $ 4,594,000
Available-for-sale securities 3,790,000 3,519,000
Accounts receivable, net 15,583,000 11,423,000
Costs and estimated earnings in excess of
billings on uncompleted contracts, net 8,342,000 7,261,000
Prepaid expenses and other current assets 288,000 133,000
Deferred income taxes 977,000 1,029,000
----------- -----------
Total current assets 30,662,000 27,959,000
Property and equipment, net 5,963,000 5,344,000
Other assets, net 1,016,000 918,000
----------- -----------
Total assets $37,641,000 $34,221,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable $ 1,800,000 $ --
Accounts payable, trade 3,510,000 4,373,000
Accrued payroll and expenses 6,270,000 4,283,000
Billings in excess of costs and estimated
earnings on uncompleted contracts 950,000 1,835,000
Income taxes payable 383,000 102,000
----------- -----------
Total current liabilities 12,913,000 10,593,000
Deferred income taxes 668,000 742,000
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
authorized - 1,000,000 shares;
issued and outstanding - none
Common stock, $.01 par value;
authorized - 14,000,000 shares;
issued and outstanding (including
treasury shares) - 4,072,717 at
November 30, 1998 and 4,027,440 at
February 28, 1998 41,000 40,000
Capital in excess of par value 14,594,000 14,430,000
Unrealized gains (losses) on available-for-sale
securities 20,000 (6,000)
Retained earnings 11,847,000 10,393,000
----------- -----------
Subtotal 26,502,000 24,857,000
Less: Common stock held in treasury, at cost
(500,000 shares at November 30, 1998 and
400,475 shares at February 28, 1998) (2,442,000) (1,971,000)
=========== ===========
Total liabilities and stockholders' equity $37,641,000 $34,221,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
THREE MONTHS ENDED NOVEMBER 30, NINE MONTHS ENDED NOVEMBER 30,
1998 1997 1998 1997
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $17,146,000 $15,900,000 $45,980,000 $44,139,000
Reimbursable expenses 6,472,000 6,214,000 15,188,000 15,299,000
----------- ----------- ----------- -----------
Net revenues 10,674,000 9,686,000 30,792,000 28,840,000
Costs and expenses:
Salaries and related costs 7,420,000 6,889,000 21,851,000 20,489,000
General and administrative expenses 2,454,000 2,050,000 6,802,000 6,698,000
----------- ----------- ----------- -----------
Income from operations,
before other income and taxes 800,000 747,000 2,139,000 1,653,000
----------- ----------- ----------- -----------
Other income (expense)
Interest income 39,000 91,000 197,000 242,000
Gain(loss)on sale of equipment and other assets -- 1,000 3,000 (9,000)
Equity in net income of joint venture 40,000 -- 120,000 30,000
Interest expense (26,000) -- (35,000) --
----------- ----------- ----------- -----------
Total other income, net 53,000 92,000 285,000 263,000
----------- ----------- ----------- -----------
Income from operations before
provision for income taxes 853,000 839,000 2,424,000 1,916,000
Provision for income taxes 341,000 336,000 970,000 766,000
----------- ----------- ----------- -----------
Net income $ 512,000 $ 503,000 $ 1,454,000 $ 1,150,000
=========== =========== =========== ===========
Basic earnings per share:
Earnings per share $ 0.14 $ 0.12 $ 0.40 $ 0.28
----------- ----------- ----------- -----------
Basic weighted average shares 3,569,000 4,158,000 3,614,000 4,052,000
----------- ----------- ----------- -----------
Diluted earnings per share:
Earnings per share $ 0.14 $ 0.12 $ 0.39 $ 0.28
----------- ----------- ----------- -----------
Diluted weighted average shares 3,625,000 4,158,000 3,688,000 4,052,000
----------- ----------- ----------- -----------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended November 30,
1998 1997
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 1,454,000 $ 1,150,000
Adjustments to reconcile net income
to net cash used by operating activities:
Depreciation and amortization 934,000 919,000
Equity in net income of joint venture (120,000) (30,000)
Provision for deferred income taxes (22,000) --
(Gain)loss on disposal of equipment (37,000) 10,000
Changes in assets and liabilities:
(Increase) decrease in accounts receivable, net (4,160,000) 132,000
Increase in costs and estimated earnings
in excess of billings on uncompleted contracts (1,966,000) (1,512,000)
(Increase) decrease in prepaid expenses (155,000) 188,000
Decrease in accounts payable, trade (863,000) (1,524,000)
Increase in accrued payroll and expenses 1,987,000 821,000
Increase in income taxes payable 281,000 248,000
----------- -----------
Net cash provided (used) by operating activities (2,667,000) 402,000
----------- -----------
Cash flows from investing activities:
(Increase) decrease in available-for-sale securities (245,000) 316,000
Proceeds from sale of equipment 153,000 77,000
Acquisition of property and equipment (1,655,000) (702,000)
(Increase) decrease in other assets 8,000 (4,000)
----------- -----------
Net cash used by investing activities (1,739,000) (313,000)
----------- -----------
Cash flows from financing activities:
Borrowings under note payable 1,800,000 --
Proceeds from issuance of common stock, net 164,000 172,000
Acquisition of treasury stock (470,000) (992,000)
----------- -----------
Net cash provided (used) by financing activities 1,494,000 (820,000)
----------- -----------
Net decrease in cash and cash equivalents (2,912,000) (731,000)
Cash and cash equivalents at beginning of year 4,594,000 4,229,000
=========== ===========
Cash and cash equivalents at end of period $ 1,682,000 $ 3,498,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements
5
<PAGE> 6
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC. AND AFFILIATE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1998
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of GZA
GeoEnvironmental Technologies, Inc. and Affiliate (the "Company") have
been prepared in accordance with generally accepted accounting
principles for interim financial statements and pursuant to the rules
of the Securities and Exchange Commission for Form 10-Q. Certain
information and footnotes required by generally accepted accounting
principles for complete financial statements are omitted. It is the
opinion of management that the accompanying consolidated financial
statements reflect all adjustments (which are normal and recurring)
considered necessary for a fair presentation. For further information
refer to the audited financial statements and footnotes included in the
Company's Annual Report to Stockholders for the year ended February 28,
1998, as filed with the Securities and Exchange Commission on May 29,
1998. Operating results for the nine months ended November 30, 1998 are
not necessarily indicative of the results that may be expected for
succeeding periods or for the year ending February 28, 1999.
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual
results could differ from those estimates.
NOTE 2 - CONTINGENCIES
The Company is a party to several legal actions arising in the normal
course of business. Management believes that the outcomes of legal
actions to which it is a party will not, in the aggregate, have a
material adverse effect on the results of operations or financial
condition of the Company.
The Company's services involve risks of significant liability for
environmental and property damage, personal injury, economic loss, and
costs assessed by regulatory agencies. Claims may potentially be
asserted against the Company under federal and state statutes, common
law, contractual indemnification agreements or otherwise.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTH COMPARISON FOR FISCAL YEARS 1999 AND 1998
- - NET REVENUES. The Company's net revenues for the three months ended
November 30, 1998 increased by approximately $988,000 (10.2%) compared
with the corresponding period in the prior fiscal year. The increase in
net revenue is attributable to the increase in demand for the Company's
services in the Great Lakes and Northeast Regions.
- - SALARIES AND RELATED COSTS. Salaries and related costs for the three
months ended November 30, 1998 increased by $531,000 (7.7%) compared
with the corresponding period in the prior fiscal year. The increase is
attributable primarily to the Company-wide increase in the number of
full-time equivalent professional and support staff employees, annual
salary increases and Incentive Compensation Plan expense accruals,
which are based on total Company and individual performance goals.
Compensation increases were offset, in part, by reductions in medical
and workers' compensation insurance expenses.
- - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the three months ended November 30, 1998 increased by
approximately $404,000 (19.7%) compared with the prior fiscal year. The
increase is attributable primarily to higher recruiting, consulting,
business development and professional liability claims expenses.
7
<PAGE> 8
NINE MONTH COMPARISON FOR FISCAL YEARS 1999 AND 1998
- - NET REVENUES. The Company's net revenues for the nine months ended
November 30, 1998 increased by $1,952,000 (6.8%) compared with the
corresponding period in the prior fiscal year. The increase in net fees
is attributable to increases in demand for the Company's services in
the Great Lakes and Northeast Regions.
- - SALARIES AND RELATED COSTS. Salaries and related costs for the nine
months ended November 30, 1998 increased by $1,362,000 (6.7%) compared
with the corresponding period in the prior fiscal year. The increase is
attributable to the increase in full-time equivalent professional and
support staff employees, annual salary increases and Incentive
Compensation Plan expense accruals, which are based on total Company
and individual performance goals. Compensation increases were offset,
in part, by reductions in medical and workers' compensation insurance
expenses.
- - GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses for the nine months ended November 30, 1998 increased by
$104,000 (1.6%) compared with the corresponding period in the prior
fiscal year. The increase is attributable primarily to higher
recruiting, consulting, temporary help and business development
expenses which were offset, in part, by reductions in professional
liability insurance and claims and general insurance expenses.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
For the nine month period ended November 30, 1998, $2,667,000 of net
cash was used by operations, whereas for the nine month period ended
November 30, 1997, $402,000 of net cash was provided by operations. The
increase in fiscal 1999 is due primarily to increases in accounts
receivable and costs and estimated earnings in excess of billings on
uncompleted contracts. The Company initiated a billing and collections
program in September, 1998 with the goal of reducing the number of days
required to process bills and collect funds from clients. The number of
days required to process bills is decreasing. The Company is continuing
to seek ways to reduce delays in collection of its accounts receivable
particularly on large projects where the Company is a third party
subcontractor. The Company anticipates that the time to process bills
and collect receivables will decrease in the forth quarter of fiscal
year 1999.
The Company made capital expenditures of approximately $1,655,000 and
$702,000 for the first nine months of fiscal 1999 and 1998,
respectively. The capital expenditures for fiscal 1999 include
approximately $793,000 in revenue-producing testing and sampling
equipment and specialty drilling equipment rigs and accessories.
The Company's working capital increased from $17,366,000 at February
28, 1998 to $17,749,000 at November 30, 1998.
On August 11, 1998 the Company completed the 500,000 share buyback
program announced during fiscal 1998. The Company used approximately
$497,000 for the purchase of 99,525 shares in fiscal 1999. The Company
may continue to purchase shares from time to time at prevailing market
prices in the open market.
At November 30, 1998, the Company had cash on hand and cash equivalents
of $1,682,000, and short-term investments of $3,790,000, compared with
$4,594,000 and $3,519,000 respectively, at February 28, 1998. These
investments consist primarily of tax-exempt municipal bonds, taxable
U.S. Treasury Notes and other bonds and commercial paper. The Company
believes that its cash on hand and cash equivalents and future cash
generated from operations will be sufficient to meet its cash
requirements for at least the next twelve months.
On December 31, 1998, the Company's affiliate, Goldberg-Zoino &
Associates of New York, P.C., d/b/a GZA GeoEnvironmental of New York
acquired certain assets of Raamot Associates, P.C. ("Raamot") in a
transaction accounted for as a purchase. Raamot provides consulting
engineering services relating to the design and construction of
foundations and earthworks for industry, government agencies, engineers
and architects, mostly in the metropolitan New York City area.
9
<PAGE> 10
The purchase price of $500,000, before adjustments, exceeded the fair
value of the net tangible assets acquired by $400,000, which amount is
being amortized as goodwill over a period of ten years. Additional
consideration may be paid based on net revenues of the New York City
operation.
OTHER ACCOUNTING MATTERS
The Company has established a comprehensive Year 2000 Compliance
Program designed to (1) identify computer systems (hardware and
software) that may be unable to process dates properly after
December 31, 1999, (2) upgrade or replace non-compliant critical
systems and software and (3) evaluate the Year 2000 readiness of our
critical suppliers and service providers. The progress of the Year 2000
Compliance Program is as follows.
ACCOUNTING SYSTEM - All centrally run program files were upgraded. All
accounting software that currently is operating is in compliance with
Year 2000 standards.
INSTALLED SYSTEMS (ENVIRONMENTAL MONITORING, TREATMENT AND PROCESS
CONTROL SYSTEMS) - The Company is conducting an inventory of
environmental monitoring, treatment, and process control systems
installed at client sites. Systems with electronic controls that will
be operating on and after January 1, 2000 will be assessed for
potential Year 2000 problems. The Company anticipates it will identify
the inventory of installed systems by the end of the Company's current
fiscal year and complete the Year 2000 assessment of its client active
systems by April 30, 1999.
Although the Company's contracts do not include Year 2000 warranties,
the failure of such installed systems to operate properly, after
January 1, 2000, could lead to substantial claims against the Company
by its clients. The nature and magnitude of the potential claims cannot
be predicted at this time. The Company will continue to evaluate the
level of risk and nature of uncertainties arising from potential Year
2000 non-compliance as it proceeds with its inventory and the Year 2000
assessment process.
PAYROLL/HR SYSTEMS - The Payroll and Human Resource systems were
upgraded. New hardware and software were received, configured and
installed. The Company anticipates the system conversion will be tested
and in compliance by March 31, 1999.
CRITICAL SUPPLIERS AND SERVICE PROVIDERS - The Company is soliciting
input from its key suppliers and service providers including
subcontractors, financial services firms (banks, insurance companies),
communications providers (telephone, dedicated data lines, internet
service providers), public utilities (electric, gas, water), service
bureaus, and third-party administrators regarding their Year 2000
compliance status. The Company will determine which, if any, pose a
threat to the uninterrupted operation of GZA's business in the event
that they experience system errors or failures.
CONTINGENCY PLANNING - Upon completion of the internal assessment,
remediation and testing of all computer and non-IT equipment, software
and systems and the evaluation of external dependencies, the Company
will evaluate contingency planning requirements and prepare a
contingency plan by May 31, 1999 in areas where significant
uncertainties remain.
ESTIMATED TOTAL COST - Although the Company has upgraded certain
systems and expects that it will need to upgrade or replace various
additional computer systems, management does not expect operating costs
or capital investments to be materially affected by Year 2000 related
expenditures. The Company estimates that operating and capital costs
directly related to its Year 2000 Compliance Program, during fiscal
years 1999 and 2000, will not exceed $150,000 and $350,000,
respectively. The operating and capital cost estimates for fiscal year
1999 are $70,000 and $50,000 respectively. The Company plans to
complete the testing and remediation of all systems by September 30,
1999.
10
<PAGE> 11
FORWARD LOOKING STATEMENTS
This report may contain projections, estimates, and predictions
relating to anticipated financial performance, potential contract
value, pending claims or litigation, business strategy, plans,
acquisitions, or technological developments and other matters. A number
of risks and uncertainties could materially affect these forward
looking statements, and the Company's results of operations. These
risks and uncertainties include, but are not limited to competition,
market pricing pressures, changes in federal, state, and local
legislation and regulations, ability of the Company to execute projects
within contracted cost estimates, current or future claims made against
the Company, ability of the Company to resolve contract and change
order disputes favorably and availability of qualified personnel to
execute contracts and work plans.
11
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company is party to several legal proceedings arising in the normal course
of business. Management believes that the outcome of these actions will not,
individually or in the aggregate, have a material adverse effect on the
financial condition of the Company. As noted in the Quarterly Report for the
period ending November 30, 1997, in March 1997, Nationwide Life Insurance
Company ("Nationwide") initiated an action in the Massachusetts Superior Court
for Suffolk County, entitled Nationwide Life Insurance Company v. San-Vel
Concrete Corporation, LoneStar Industries, Inc., GZA GeoEnvironmental
Technologies, Inc. and Finegold Alexander & Associates, Inc. (the "Action"). On
November 28, 1997, the Company's motion for summary judgment was granted by the
Court, on the ground that the action was barred by the six-year statute of
repose. Nationwide appealed the decision, an appeal which was voluntarily
dismissed with prejudice on August 12, 1998. On June 15, 1998, during the
pendency of the appeal, Executive Headquarters, Inc. (a former tenant at 303
Congress Street) filed suit in Suffolk County Superior Court (C.A. No.98-3018-A)
against GZA, and others, in a complaint mirroring the Nationwide pleading. After
dismissal of the appeal by Nationwide, Executive Headquarters on September 2,
1998 filed its notice of dismissal with prejudice on the sole claim against GZA.
At this time, there is no further litigation involving GZA with respect to the
303 Congress Street matter.
12
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
3.1 Restated Certificate of Incorporation of the Company (1)
3.3 Amended and Restated By-Laws of the Company (2)
27. Financial Data Schedule for the period ended November 30,
1998.
(b) REPORTS ON FORM 8-K
The Company did not file any report on Form 8-K during the nine-month
period ended November 30, 1998.
(1) Incorporated by reference to the similarly numbered exhibit included in
the Company's Form S-1 Registration Statement, File No. 33-29369, filed with the
Commission on June 16, 1989.
(2) Incorporated by reference to the similarly numbered exhibit included in
the Company's Annual Report on Form 10-K for the fiscal year ended February 28,
1995, filed with the Commission on June 12, 1995.
13
<PAGE> 14
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.
GZA GEOENVIRONMENTAL TECHNOLOGIES, INC.
Date: January 12, 1999 /s/ Joseph P. Hehir
----------------------------------------
JOSEPH P. HEHIR, Chief Financial Officer
and Treasurer (Chief Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF THE REGISTRANT AT NOVEMBER 30, 1998 AND FEBRUARY
28, 1998 AND CONSOLIDATED STATEMENTS OF OPERATIONS OF THE REGISTRANT FOR THE
THREE AND NINE MONTH PERIOD ENDED NOVEMBER 30, 1998 AND 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS IN THE FORM 10-Q FOR THE QUARTERLY
PERIOD ENDED NOVEMBER 30, 1998.
</LEGEND>
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1999
<PERIOD-START> MAR-01-1998
<PERIOD-END> NOV-30-1998
<EXCHANGE-RATE> 1
<CASH> 1,682,000
<SECURITIES> 3,790,000
<RECEIVABLES> 15,583,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,662,000
<PP&E> 5,963,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 37,641,000
<CURRENT-LIABILITIES> 12,913,000
<BONDS> 0
0
0
<COMMON> 41,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 37,641,000
<SALES> 0
<TOTAL-REVENUES> 45,980,000
<CGS> 0
<TOTAL-COSTS> 43,841,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,424,000
<INCOME-TAX> 970,000
<INCOME-CONTINUING> 1,454,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,454,000
<EPS-PRIMARY> .40
<EPS-DILUTED> .39
</TABLE>
