<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 1996
---------------------------------
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 0-21682
-------------------------------------
SPARTA, Inc.
----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 63-0775889
-------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer)
incorporation or organization)
23041 Avenida de la Carlota, Suite 325, Laguna Hills, CA 92653-1595
----------------------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(714) 768-8161
----------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 or 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
----- -----
As of September 27, 1996, the registrant had 5,897,960 shares of common stock,
$.01 par value per share, issued and outstanding.
<PAGE> 2
PART I
FINANCIAL INFORMATION
<PAGE> 3
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30 NINE MONTHS ENDED SEPTEMBER 30
-------------------------------- -------------------------------
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SALES $ 17,817,000 $ 13,142,000 $ 50,981,000 $ 44,430,000
------------ ------------ ------------ ------------
COSTS AND EXPENSES:
Labor costs and related benefits 8,640,000 7,660,000 25,275,000 23,712,000
Subcontractor & other costs 5,336,000 2,363,000 13,608,000 9,257,000
Facility costs 1,679,000 1,760,000 5,149,000 5,517,000
Travel and other 936,000 569,000 2,887,000 3,364,000
Loss on sale of ACT -- 0 -- 700,000
Interest expense, net (6,000) 114,000 34,000 369,000
------------ ------------ ------------ ------------
16,585,000 12,466,000 46,953,000 42,919,000
------------ ------------ ------------ ------------
INCOME BEFORE PROVISION FOR
TAXES ON INCOME 1,232,000 676,000 4,028,000 1,511,000
PROVISION FOR TAXES ON INCOME 518,000 284,000 1,692,000 634,000
------------ ------------ ------------ ------------
NET INCOME $ 714,000 $ 392,000 $ 2,336,000 $ 877,000
============ ============ ============ ============
EARNINGS PER SHARE(1) $ 0.09 $ 0.06 $ 0.33 $ 0.14
============ ============ ============ ============
</TABLE>
(1) Earnings per shares adjusted for interest and accretion - See Exhibit 11
The accompanying notes are an integral part of the financial statements
<PAGE> 4
CONSOLIDATED BALANCE STATEMENT
(UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER DECEMBER 31,
1996 1995
------------ ------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 4,304,000 $ 222,000
Accounts receivable 18,046,000 19,744,000
Income tax receivable -- 57,000
Prepaid expenses 435,000 357,000
------------ ------------
TOTAL CURRENT ASSETS 22,785,000 20,380,000
Equipment and improvements, net 5,648,000 5,757,000
Other assets 1,748,000 2,525,000
------------ ------------
$ 30,180,000 $ 28,662,000
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued compensation $ 3,789,000 $ 2,766,000
Accounts payable and other accrued expenses 4,446,000 4,261,000
Current portion of notes payable 11,000 19,000
Current portion of subordinated debt 740,000 1,209,000
Deferred income taxes 3,342,000 2,649,000
------------ ------------
TOTAL CURRENT LIABILITIES 12,328,000 10,904,000
------------ ------------
NOTES PAYABLE 3,000 953,000
------------ ------------
SUBORDINATED NOTES PAYABLE 1,217,000 1,735,000
------------ ------------
DEFERRED INCOME TAXES 3,268,000 4,125,000
------------ ------------
Commitments and contingencies
REDEEMABLE PREFERRED STOCK
Preferred stock, $.01 par value; 2,000,000 shares authorized;
507,815 and 376,474 shares issued and outstanding 2,788,000 1,535,000
------------ ------------
STOCKHOLDERS' EQUITY
Common stock, $.01 par value, 25,000,000 shares authorized;
12,176,917 and 11,754,560 shares issued and outstanding 123,000 118,000
Additional paid-in capital 21,584,000 19,823,000
Retained earnings 20,318,000 18,455,000
Treasury stock (31,449,000) (28,986,000)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 10,576,000 9,410,000
------------ ------------
$ 30,180,000 $ 28,662,000
============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE> 5
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED SEPTEMBER 30
------------------------------
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 2,336,000 $ 877,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,153,000 1,188,000
Loss on sale of equipment 106,000 4,000
Employee compensation paid in stock 1,334,000 1,271,000
Decrease in accounts receivable 0 120,000
Changes in assets and liabilities:
Accounts receivable 1,755,000 5,637,000
Prepaid expenses (78,000) 85,000
Other assets 778,000 436,000
Accrued compensation 1,023,000 502,000
Accounts payable and other accrued expense 185,000 (2,793,000)
Income taxes payable 685,000 (1,430,000)
Deferred income taxes (849,000) (848,000)
Tax benefit relating to stock plan 7,000 1,000
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 8,435,000 5,050,000
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,150,000) (774,000)
Cost of acquisition, net of cash acquired 0 (150,000)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (1,150,000) (924,000)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of redeemable preferred stock 900,000 900,000
Proceeds from issuance of stock 305,000 220,000
Cash purchases of treasury stock (2,462,000) (2,452,000)
Net (repayments) proceeds line-of-credit agreement (942,000) (1,707,000)
Principal payments on debt (1,004,000) (1,060,000)
----------- -----------
NET CASH USED IN FINANCING ACTIVITIES (3,203,000) (4,099,000)
----------- -----------
NET INCREASE IN CASH 4,082,000 27,000
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 222,000 122,000
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 4,304,000 $ 149,000
=========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 34,000 $ 369,000
=========== ===========
Income taxes $ 1,856,000 $ 2,912,000
=========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements
<PAGE> 6
SPARTA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - BASIS OF PRESENTATION
The accompanying financial information has been prepared in accordance with the
instructions to Form 10-Q and therefore does not necessarily include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles.
The Company's fiscal year is the 52 or 53 week period ending on the Friday
closest to December 31. The Company's last fiscal year ended on December 29,
1995; and, its third quarter ended September 27, 1996 and corresponding third
quarter last year on September 29, 1995. To aid the reader of the financial
statements, the year end has been presented as December 31, 1995 and the
quarters and nine months ended September 30, 1995 and September 30, 1996.
In the opinion of management, the unaudited financial information for the
nine-month period ended September 30, 1996 and September 30, 1995 reflects all
adjustments (which include only normal, recurring adjustments) necessary for a
fair presentation thereof.
NOTE B - RECEIVABLES
Unbilled accounts receivable include $1,435,000 of costs incurred on projects
for which the Company has been requested by the customer to begin work under a
new contract or extend work under a present contract, but for which final
contract negotiations or formal contracts or contract modifications have not
been executed at September 30, 1996.
NOTE C - INCOME TAXES
Income taxes for interim periods are computed using the estimated annual
effective rate method.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Management Discussion and Analysis of Financial Condition and Results of
Operation contains forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ significantly from
projections contained in forward-looking statements. For a more complete
discussion of the factors which could cause such a difference, the Company's
Form 10-K for the year ended December 31, 1995, should be consulted.
The following table sets forth, for the periods indicated, selected financial
results from the Company's continuing operations and audited Financial
Statements.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Sept. 30, Nine months ended Sept. 30,
---------------------------- ----------------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Sales 17,817,000 13,142,000 50,981,000 44,430,000
Gross profit (1) 1,469,000 720,000 4,680,000 2,936,000
Gross profit as a % of costs 8.99% 5.80% 10.11% 7.08%
Net income (2) 714,000 392,000 2,336,000 877,000
Number of staff 479 436 479 436
</TABLE>
<TABLE>
<CAPTION>
Balance at
------------------------------------------------
Sept. 30, 1996 Dec. 31, 1995 Sept. 30, 1995
-------------- ------------- --------------
<S> <C> <C> <C>
Funded 12 month backlog 27,300,000 12,000,000 16,500,000
Total 12 month contract backlog 67,200,000 67,300,000 61,300,000
Stockholders equity 10,576,000 9,410,000 9,125,000
Equity per common share 1.65 1.47 1.50
Stock repurchase notes 1,956,000 2,944,000 3,270,000
Line of credit 0 942,000 520,000
Number in days sales in receivables 86 110 120
Current ratio 1.9 1.7 2.7
</TABLE>
(1) The Company defines gross profits as sales less costs and expenses
excluding interest costs and certain expenses which cannot be billed to
its government customers.
(2) Prior to adjustments for interest and accretion on stock - See Exhibit 11
REVENUES
The Company's contract revenues for the third quarter were up 35.5% from the
corresponding three month period in 1995. Profitability for the three month
period, ended September 30, 1996, was up 82.1% when compared to the
corresponding period in 1995. The quarterly profitability increase represented
primarily a return to historic profit rates. The depression on profitability
resulting from the Company's former commercial accounting subsidiary (both its
operating losses and subsequent divestiture), ACT, and reduced profit
recognition rates from the winding down of the Company's offshore oil platform
instrumentation contracts no longer exist. There were no borrowings against the
Company's line of credit as of the end of the third quarter as compared to a
borrowing level of $520,000 at the end of the corresponding period in 1995. The
Company believes the reduction in borrowing requirements will continue through
part of the fourth quarter and will contribute to improved net profitability for
the year, but that the current rate of profitability may not be sustained for
the entire year.
ANNUALIZED BACKLOG
During the third quarter, the Company had two major competitive losses. They
were the MPO PST&I contract for approximately $25,000,000 over 5 years, bid as
the prime contractor, and the AF BRAMAS contract, bid as a subcontractor for
$5,700,000 over 5 years. The Company was notified in early October of two major
competitive wins. The first being
<PAGE> 8
the NASA RF&ISS contract bid as a major subcontractor, valued at over $8,000,000
over 5 years, and the second being the BMDO TMD SETA bid as the prime
contractor, valued at over $50,000,000 over 5 years. The impact on 12 month
contract backlog of the RF&ISS contract has been included in the 12 month
contract backlog of $67,200,000. However, the TMD SETA contract backlog has not
been included due to a protest filed with the GAO by the unsuccessful incumbent.
If included, the 12 month contract backlog would be on the order of $77,000,000.
The Company believes the protest has no merit but cannot predict with any
confidence when this protest will be resolved or even if it will be resolved in
the Company's favor.
FACILITIES
The downsizing in 1993 and 1994 caused a temporary period of excess facility
space. The Company's facilities under lease for 1997 are now consistent with its
staffing requirements in almost every location. The win of the TMD SETA contract
and the eventual resolve of the GAO protest in the Company's favor will require
significant hiring and the addition of leased space in Rosslyn, Virginia. This
additional space will not be leased until the protest is settled. The AMP
Operation has entered into a new lease starting in February, 1997, consistent
with its space requirements. With the moving of AMPO from its LaJolla facility,
all of the Company's excess leased space which contributed significantly to
costs will no longer be under lease.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity are funds provided by operations and
the bank line of credit. The line of credit provides for borrowings up to
$10,000,000 with all borrowing due December 1, 1997. There were no borrowings
under the line of credit at September 30, 1996. Total borrowings under the line
for the year through September 30, 1996, have resulted in interest costs of
$3,200 as compared to $218,000 for the same period in 1995. If increasing sales
and accounts receivable forecast for 1997 materialize, it is expected that the
Company will return to normal use of the line.
STOCKHOLDER EQUITY
The major staff reduction starting in mid 1993, continuing through much of 1994,
and stabilizing in 1995 resulted in a financial strain on the Company's capital
resources. The Company's past policy has been to buy back the stockholdings of
all individuals leaving the Company, so as to retain all stockholdings among
active employees. The 40% reduction in the Company's staff level during the
period resulted in the termination of employees who held, in the aggregate,
approximately 30% of the Company's total Common Stock then outstanding.
Consequently, the Company suspended the policy of repurchasing stock with
promissory notes from terminating employees in April of 1994 and also
significantly cut-back cash repurchases of stock from terminating employees as a
result of the limitations of the stock plan. This action was taken to restore
stockholders' equity. The Company has increased stockholder's equity from
$9,202,000 at the end of 1994 to $10,576,000 on September 30, 1996. This
included the effect of special stock repurchases, in addition to normal
quarterly repurchases, of $1,000,000 in stock from shareholders in July of 1995
and of $507,000 from former employees in the second quarter of 1996. The 1995
repurchase was authorized by the Board of Directors to provide additional stock
liquidity to any stockholder who wanted to participate in the repurchase.
Additionally, the second quarter 1996 repurchase of former employee stock was
authorized by the Board of Directors as in the best interests of the Company and
its stockholders.
STOCK PURCHASE AGREEMENT
In November 1994, the Company entered into a Stock Purchase Agreement (the
"Agreement") with Science Applications International Corporation ("SAIC"), under
which SAIC was obligated to buy, during the first year of the Agreement, shares
of the Company's Preferred Stock with an aggregate price of $1,200,000. Under
the Agreement, SAIC also has the option, but not the obligation, to buy
additional shares of Preferred Stock, provided that SAIC's total purchases
during any quarter may not exceed $600,000 and provided further, that the total
number of shares of Preferred Stock purchases during any quarter may not exceed
the total number of shares of Common Stock offered to the Company for repurchase
by the Company's existing stockholders. The purchase price for all shares
purchased under the Agreement by SAIC is equal to the then current Formula Price
applicable to the Company's Common Stock. The Agreement provides that SAIC's
rights to purchase Preferred Stock will be suspended if and to the extent that
any purchase would cause the aggregate number of shares of the Preferred Stock
held by SAIC to exceed 19.9% of the total capital stock of the Company then
outstanding. In any event, SAIC's rights to purchase shares of the Company's
Preferred Stock under the Agreement will terminate on the tenth anniversary of
the Agreement, or earlier upon the occurrence of certain specified events. Under
the Agreement, if SAIC's ownership of shares of the Company's Preferred Stock
causes the Company to cease to be considered a "small
<PAGE> 9
business" for purposes of any governmental program or award, the Company will
have the option to repurchase the Preferred Stock then held by SAIC at a price
equal to the current Formula Price. The Agreement also grants SAIC the right,
exercisable after the second anniversary of the Agreement, to require the
Company to repurchase all of the Preferred Stock then held by SAIC at the then
current Formula Price. In the event the option is exercised, the Company may
issue SAIC a subordinated note bearing an interest rate equal to the lesser of
prime or 10%. The Company intends to use the proceeds of sales of Preferred
Shares under the Agreement to improve the liquidity of the holders of the
Company's Common Stock. SAIC purchased an additional $300,000 worth of the
Company preferred stock in the third quarter of 1996, bringing its total
purchase to $2,400,000 which represents 8.8% of the outstanding stock. SAIC has
indicated its intent not to purchase additional Company preferred stock in the
21 November 1996 and 21 February 1996 stock trades due to its utilization of
investment funds for several major acquisitions.
STOCK REPURCHASE PROGRAM
The Company continues to conduct its stock repurchase program, under which the
Company repurchases shares of the Company's stock desired to be sold by the
Company's existing stockholders. All such stock repurchases (whether from
terminating employees or others) are subject to quarterly restrictions which are
designed to insure that the Company's liquidity and equity are not materially
impaired. The Company's stock price is determined by a formula. Under the
current Formula Price for pricing stock, liquidity is not a factor in the
equation. However, during any extended period of non-liquidity, the Board of
Directors may make a change in the stock price formula to factor in the lack of
liquidity. The Formula Price is reviewed annually by an independent stock
appraiser to assure the Board of Directors that the stock price formula is
calculating a price within a reasonable fair market price range. All audits to
date have shown the stock price calculated by the current formula to fall within
the range of price determined by the independent auditor for companies of
similar size and business areas.
RECEIVABLES
Days sales outstanding decreased to 86 days at September 30, 1996, from 90 days
at June 30, 1996, and from 120 days at September 30, 1995. The decrease was
caused by an active program to turn around receivables, the billing of
retentions for years audited and closed (1990 through 1993), and the completion
of its large Heidrun off-shore oil platform instrumentation program. The Company
continues to actively monitor receivables with emphasis placed on collection
activities.
DEBT-TO-EQUITY
The Company's debt-to-equity ratio, as defined by the bank, was 0.9 at September
30, 1996 versus 0.9 at June 30, 1996 and 0.8 at September 30, 1995. All capital
expenditures were financed through operating funds and the revolving line of
credit. The Company anticipates that its existing capital resources will be
adequate for its planned operations for the foreseeable future.
EFFECTS OF INFLATION
The majority of the Company's contracts are cost reimbursement type contracts or
are completed within one year. As a result, the Company has been able to
anticipate increases in costs when pricing its contracts. Bids for longer term
fixed-price and time-and-materials type contracts typically include labor and
other cost escalation's in amounts expected to be sufficient to cover cost
increases over the period of performance. Consequently, while costs and revenues
include an inflationary increase commensurate with the general economy, net
income, as a percentage of revenues, has not been significantly impacted by the
effects of inflation.
EFFECTS OF 1996 FEDERAL ELECTIONS
The Company continues to have over 85% of its contracts with the Department of
Defense. The Company anticipates little or no effect on its anticipated sales
for the next 12 months as a result of the outcome of the November, 1996, federal
elections for President, Senators, and Representatives. However, future sales in
its government business areas representing the federal budget submitted to
Congress in 1997 for Fiscal Year 1998 could have a significant impact on the
sales in 1998 and subsequent years depending on the results of the 1996 federal
elections.
<PAGE> 10
EXHIBIT INDEX
SPARTA, INC.
QUARTER ENDED SEPTEMBER 30, 1996
Exhibit Sequential
No. Description of Exhibits Page No.
11 Statement re: Computation of Per Share Earnings
27 Financial Data Schedule
<PAGE> 11
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.
SPARTA, INC.
/s/ B. WARREN KNUDSON
-------------------------------
Date: November 7, 1996 B. Warren Knudson
Vice President and Chief
Financial Officer
(Principal financial and chief
accounting officer)
<PAGE> 1
EXHIBIT 11
SPARTA, INC.
EXHIBIT TO CONSOLIDATED FINANCIAL STATEMENTS
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three months ended Sept. 30 Nine months ended Sept. 30
------------------------------ ------------------------------
1996 1995 1996 1995
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PRIMARY
Net income from Operations $ 714,000 $ 392,000 $ 2,336,000 $ 877,000
Interest and accretion (213,000) -- (353,000) --
----------- ----------- ----------- -----------
Net income (Note 1) $ 501,000 $ 392,000 $ 1,983,000 $ 877,000
=========== =========== =========== ===========
Average shares outstanding 5,844,000 6,058,117 5,944,000 6,262,338
Dilutive stock options - based on the treasury stock
method using the average established price
----------- ----------- ----------- -----------
Total 5,844,000 6,058,117 5,944,000 6,262,338
----------- ----------- ----------- -----------
Per share amounts $ 0.09 $ 0.06 $ 0.33 $ 0.14
=========== =========== =========== ===========
FULLY DILUTED
Net income from Operations $ 714,000 $ 392,000 $ 2,336,000 $ 877,000
Interest and accretion (213,000) -- (353,000) --
----------- ----------- ----------- -----------
Net income (Note 1) $ 501,000 $ 392,000 $ 1,983,000 $ 877,000
=========== =========== =========== ===========
Average shares outstanding 5,844,000 6,058,117 5,944,000 6,262,338
Dilutive stock options - based on the treasury stock
method using the quarter end or exercise date
established price if higher than the average
established price
----------- ----------- ----------- -----------
Total 5,844,000 6,058,117 5,944,000 6,262,338
----------- ----------- ----------- -----------
Per share amounts $ 0.09 $ 0.06 $ 0.33 $ 0.14
=========== =========== =========== ===========
</TABLE>
Note 1 - Net income has been adjusted for (1) interest expense (net of tax)
resulting from the assumption that a portion of the proceeds received under
option exercise has been used to retire debt and (2) accretion on Preferred
Stock.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 4,304
<SECURITIES> 0
<RECEIVABLES> 18,812
<ALLOWANCES> 766
<INVENTORY> 0
<CURRENT-ASSETS> 22,785
<PP&E> 17,027
<DEPRECIATION> 11,379
<TOTAL-ASSETS> 30,180
<CURRENT-LIABILITIES> 12,328
<BONDS> 0
2,788
0
<COMMON> 21,707
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 30,180
<SALES> 50,949
<TOTAL-REVENUES> 50,981
<CGS> 46,302
<TOTAL-COSTS> 46,302
<OTHER-EXPENSES> 617
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 34
<INCOME-PRETAX> 4,028
<INCOME-TAX> 1,692
<INCOME-CONTINUING> 2,336
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,336
<EPS-PRIMARY> .28
<EPS-DILUTED> .28
</TABLE>
