<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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 1-11278
THE DEWOLFE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2895334
------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
80 Hayden Avenue
Lexington, Ma 02421-7962
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(Address of principal executive offices) (Zip Code)
(781) 863-5858
--------------
(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 twelve months, and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
__ ___
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of latest practicable date
(April 30, 1999)
Common Stock, par value $.01 per share 3,359,874 shares
<PAGE>
THE DEWOLFE COMPANIES, INC.
INDEX
<TABLE>
PAGE NO.
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of
March 31, 1999 and December 31, 1998 3
Condensed Consolidated Statements of Income for the
Three Months ended March 31, 1999 and March 31, 1998 4
Condensed Consolidated Statements of Cash Flows for
the Three Months ended March 31, 1999 and March 31, 1998 5
Notes to Condensed Consolidated Financial Statements
March 31, 1999 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION 10
</TABLE>
2
<PAGE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
March 31, 1999 December 31, 1998
-------------- -----------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 1,888,000 $ 6,171,000
Commissions receivable, net of allowance of $1,472,000 at March 31, 1999
and $826,000 at December 31, 1998 32,342,000 17,227,000
Mortgage loans held for sale 18,913,000 24,289,000
Note receivable from stockholder 66,000 66,000
Prepaid expenses and other current assets 1,098,000 548,000
-------------- -----------------
TOTAL CURRENT ASSETS 54,307,000 48,301,000
PROPERTY AND EQUIPMENT
Furniture and equipment 8,864,000 8,177,000
Land, building and improvements 4,467,000 4,230,000
-------------- -----------------
13,331,000 12,407,000
Accumulated depreciation (6,342,000) (5,622,000)
-------------- -----------------
NET PROPERTY AND EQUIPMENT 6,989,000 6,785,000
OTHER ASSETS
Excess of cost over value in net assets acquired, net of accumulated amortization
of $1,350,000 at March 31, 1999 and $1,206,000 at December 31, 1998 9,789,000 6,568,000
Other assets 3,335,000 1,998,000
-------------- -----------------
TOTAL ASSETS $ 74,420,000 $ 63,652,000
-------------- -----------------
-------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable, bank $ 18,002,000 $ 23,825,000
Current portion of long-term debt 1,761,000 896,000
Current portion of obligations under capital leases 965,000 1,037,000
Commissions payable 21,968,000 11,643,000
Accounts payable and accrued expenses 5,750,000 4,132,000
Deferred mortgage fee income 324,000 216,000
Dividend payable -- 389,000
-------------- -----------------
TOTAL CURRENT LIABILITIES 48,770,000 42,138,000
Long-term debt, net of current portion 10,733,000 7,091,000
Obligations under capital leases, net of current portion 895,000 1,104,000
Non compete agreements and consulting agreements payable 251,000 248,000
-------------- -----------------
TOTAL LIABILITIES 60,649,000 50,581,000
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Preferred stock, $1.00 par value; 3,000,000 shares authorized; none
outstanding
Common stock, $.01 par value; 10,000,000 shares authorized;
3,610,839 shares issued at March 31, 1999 and 3,474,108 shares issued
at December 31, 1998 36,000 35,000
Additional paid-in capital 7,583,000 6,842,000
Retained earnings 8,469,000 7,903,000
Treasury stock (251,611 shares at March 31, 1999 and 251,611
shares at December 31, 1998), at cost (1,439,000) (1,439,000)
Notes receivable from sale of stock (878,000) (270,000)
-------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 13,771,000 13,071,000
-------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 74,420,000 $ 63,652,000
-------------- -----------------
-------------- -----------------
</TABLE>
See notes to condensed consolidated financial statements
3
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
---- ----
<S> <C> <C>
Revenues:
Real estate brokerage $ 35,796,000 $ 29,388,000
Mortgage revenues 949,000 793,000
Insurance revenues 349,000 26,000
Other revenues 128,000 44,000
------------ ------------
TOTAL REVENUES 37,222,000 30,251,000
Commission Expense 23,830,000 19,031,000
------------ ------------
NET REVENUES 13,392,000 11,220,000
Operating Expenses:
Compensation and benefits 5,660,000 4,579,000
Facilities 1,757,000 1,562,000
General and administrative 2,824,000 2,391,000
Marketing and promotion 1,483,000 1,322,000
Communications 514,000 431,000
Acquisition related costs 35,000 300,000
------------ ------------
TOTAL OPERATING EXPENSES 12,273,000 10,585,000
------------ ------------
OPERATING INCOME 1,119,000 635,000
Other Income (Expenses):
Interest expense (450,000) (416,000)
Interest income 360,000 272,000
------------ ------------
INCOME BEFORE INCOME TAXES 1,029,000 491,000
Income Taxes 463,000 221,000
------------ ------------
Net Income $ 566,000 $ 270,000
------------ ------------
------------ ------------
Basic earnings per share $ 0.17 $ 0.08
Diluted earnings per share $ 0.16 $ 0.08
Basic weighted average shares outstanding 3,302,000 3,224,000
Diluted weighted average shares outstanding 3,544,000 3,366,000
</TABLE>
See notes to condensed consolidated financial statements
4
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended March 31,
1999 1998
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 566,000 $ 270,000
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation 720,000 693,000
Amortization 269,000 206,000
Additions to valuation allowance for mortgage servicing rights 11,000 12,000
Gain on sale of mortgage loans, net (888,000) (779,000)
Change in Assets and Liabilities:
Increase in commissions receivable (12,644,000) (11,443,000)
Increase in prepaid expenses and other current assets (519,000) (193,000)
(Increase) decrease in other assets (18,000) 1,513,000
Mortgage loans held for sale (76,321,000) (68,979,000)
Proceeds from mortgage loan sales 82,475,000 63,009,000
Increase in commissions payable 9,152,000 7,504,000
Increase (decrease) in accounts payable and accrued expenses 1,131,000 (125,000)
Increase in deferred mortgage fee income 108,000 158,000
------------ ------------
Total Adjustments 3,476,000 (8,424,000)
------------ ------------
Cash provided by (used in) operating activities 4,042,000 (8,154,000)
INVESTING ACTIVITIES
Expenditures for business combinations, net of cash acquired (4,414,000) (3,972,000)
Expenditures for property and equipment (365,000) (318,000)
------------ ------------
Cash used in investing activities (4,779,000) (4,290,000)
FINANCING ACTIVITIES
Net borrowings under revolving line of credit 300,000 900,000
Net borrowings on note payable, bank (5,823,000) 6,525,000
Note receivable from stockholder -- 25,000
Borrowing on term note -- 4,000,000
Borrowing on acquisition line of credit 2,875,000 --
Notes receivable from sale of stock (608,000) --
Repayment of long-term debt (571,000) (500,000)
Purchase of treasury stock -- (138,000)
Issuance of common stock 670,000 10,000
Payment of common stock dividend (389,000) --
------------ ------------
Cash (used in) provided by financing activities (3,546,000) 10,822,000
------------ ------------
Net decrease in cash and cash equivalents (4,283,000) (1,622,000)
Cash and cash equivalents at beginning of period 6,171,000 2,542,000
------------ ------------
Cash and cash equivalents at end of period $ 1,888,000 $ 920,000
------------ ------------
------------ ------------
Supplemental disclosure of non-cash activities:
Leases capitalized and property and equipment financed $ 380,000 $ 59,000
Supplemental disclosure of cash flow information:
Cash paid for interest $ 529,000 $ 392,000
</TABLE>
See notes to condensed consolidated financial statements
5
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended March 31, 1999
are not necessarily indicative of the results that may be expected for the year
ended December 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1998. Certain prior year
balances have been reclassified to conform with current year presentation.
NOTE 2- SEGMENT REPORTING
The Company has three reportable operating segments, based upon its services:
real estate, including both real estate brokerage and relocation services;
mortgage banking; and insurance services. The Company evaluates its segments
based on pre-tax income. Financial information for the three operating segments
is provided in the following table.
<TABLE>
<CAPTION>
For the three months ended March 31: 1999 1998
---- ----
<S> <C> <C>
Revenues:
Real Estate $35,924,000 $29,432,000
Mortgage 949,000 793,000
Insurance Services 349,000 26,000
-------------- -------------
Total Segment Revenues $37,222,000 $30,251,000
-------------- -------------
Pre-tax Income (Loss)
Real Estate $1,025,000 $449,000
Mortgage 52,000 112,000
Insurance Services (48,000) (70,000)
-------------- -------------
Total Segment Pre-tax Income $1,029,000 $491,000
-------------- -------------
Balance at March 31:
Assets
Real Estate $51,487,000 $42,145,000
Mortgage 21,467,000 21,381,000
Insurance Services 1,466,000 126,000
-------------- -------------
Total Segment Assets $74,420,000 $63,652,000
-------------- -------------
-------------- -------------
</TABLE>
6
<PAGE>
THE DEWOLFE COMPANIES, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
Net income in the first quarter of 1999 was $566,000 as compared to net income
of $270,000 in the first quarter of 1998. The increase in the 1999 earnings was
primarily attributed to continued growth in the Company's existing real estate
markets.
BUSINESS COMBINATIONS
During the first quarter of 1999, the Company acquired Leighton Real Estate in
Connecticut, J.W. Riker Northern Rhode Island, Inc., in Rhode Island, and Mark
Stimson Associates and Mark Stimson Real Estate Network, Inc., in Maine. The
combined purchase price of these acquisitions was $5.7 million in cash and
guaranteed payments, plus contingent payments not to exceed $1.6 million.
RESULTS OF OPERATIONS
REAL ESTATE BROKERAGE REVENUES:
Real estate brokerage revenues increased 22% in the first quarter of 1999 to
$35.8 million, an increase of $6.4 million over the first quarter of 1998. The
increase in real estate brokerage revenues is primarily attributed to continued
growth in the Company's existing markets. The Company's growth in its existing
markets is attributed to the continued strong economy and low interest rate
environment combined with the Company's acquisitions and integrated
homeownership service marketing strategy.
Real estate brokerage revenues includes $1.4 million of income from relocation
services in the first quarter of 1999 as compared to $1.5 million in the first
quarter of 1998, a decrease of 6%. The decrease is primarily due to the low
availability of real estate listings in the Company's markets which has reduced
the number of referrals the Company has been able to convert to sales
transactions.
Net revenues from real estate brokerage increased 16% or $1.6 million in the
first quarter of 1999 to $12.0 million. Net real estate brokerage revenues as a
percentage of real estate brokerage revenues decreased to 33% for the first
quarter of 1999 as compared to 35% for the same period in 1998.
Net revenues from real estate brokerage are impacted by many factors, including
those beyond the Company's control, such as the number of co-brokered home sales
and pressure on the Company to change commission structures necessary to attract
and retain qualified sales associates.
MORTGAGE REVENUES:
Mortgage revenues increased 20% in the first quarter of 1999 to $949,000 an
increase of $156,000 compared to the first quarter of 1998. The increase is
primarily due to an increase in closed loan volume, which the Company
believes was caused by the continued low interest rate market and continued
strong consumer confidence. The Company's closed loan volume totaled $89.6
million in the first quarter of 1999 compared to $82.9 million of closed
loans for the first quarter of 1998.
7
<PAGE>
INSURANCE REVENUES:
Insurance revenues increased in the first quarter of 1999 to $349,000, an
increase of $323,000 from the first quarter of 1998. The increase was primarily
due to the acquisition of the personal lines business of the Curtin Insurance
Agency, Inc. in May 1998, as well as a higher percentage of homebuyers
purchasing their insurance through the Company.
OPERATING EXPENSES:
Operating expenses for the first quarter of 1999 increased $1.7 million or 16%
from the first quarter of 1998. Operating expenses as a percentage of net
revenues were 92% in the first quarter of 1999 compared to 94% in the first
quarter of 1998. The increase in operating expenses is primarily due to costs
associated with the increase in the Company's overall business. Approximately
$300,000 of costs related to acquisitions were incurred in the first quarter of
1998 as compared to $35,000 incurred in the first quarter of 1999.
INTEREST EXPENSE AND INTEREST INCOME:
Interest expense increased by $34,000 in the first quarter of 1999 as compared
to 1998. The increase is primarily due to additional interest of $62,000, due to
increased interest expense from borrowings related to the financing of 1999 and
1998 acquisitions, partially offset by interest expense decreases from other
financing activities.
Interest income increased by $88,000 in the first quarter of 1999 as compared to
1998. The increase is primarily due to additional interest earned on mortgage
loans of $61,000 and $27,000 in net interest on bank accounts. The increase in
mortgage loan interest was due to the increased mortgage loan closings. The
change in net interest earned on bank accounts was primarily due to balances
kept in escrow and operating bank accounts and interest rates earned on these
accounts.
LIQUIDITY AND SOURCES OF CAPITAL
Cash and cash equivalents at March 31, 1999 and March 31, 1998 were $1.9 million
and $920,000, respectively. Cash provided by operating activities for the first
quarter of 1999 was $4.0 million as compared to cash used in operating
activities of $8.2 million for the first quarter of 1998. The changes in cash
provided by or used in operating activities in the first quarter of 1999 and
1998 were primarily due to the increases and decreases in the Company's mortgage
loans held for sale which were funded by the Company's mortgage warehouse line
of credit with First Union National Bank and by cash generated by net earnings.
Net cash provided relating to decreases in mortgage loans held for sale was $6.2
million for the first quarter of 1999 as compared to net cash used relating to
increases in mortgage loans held for sale of $6.0 million for the first quarter
of 1998.
Expenditures for property and equipment totaled $365,000 in the first quarter of
1999 and $318,000 in the first quarter of 1998. Capital spending during this
period was primarily attributed to the Company's investment in improvements to
acquired and existing sales offices and upgrades to systems and technology. The
Company intends to continue to make expenditures for property and equipment in
order to maintain the standards for a quality appearance and processing systems
in all of the Company's locations.
The Company has various credit arrangements with BankBoston, N.A., including a
$20.0 million acquisition line of credit and a revolving line of credit of $5.0
million. Additionally, the arrangements provide for a term note of $725,000 and
an equipment lease line of credit and chattel mortgage financing of $4.0
million.
8
<PAGE>
The outstanding amount of the acquisition line of credit was $8.0 million at
March 31, 1999. Included in accounts payable and accrued expenses at March 31,
1999 was $1.6 million for a payable related to the acquisition of Mark Stimson
Associates and Mark Stimson Real Estate Network, Inc., which was funded by the
Company's acquisition line of credit in April, 1999.
The outstanding amount of the revolving line of credit was $300,000 and $2.4
million at March 31, 1999 and 1998, respectively. The remaining outstanding
balance of the term note was $450,000 and $750,000 at March 31, 1999 and 1998,
respectively. The Company had outstanding balances under lease lines of credit
and chattel mortgage financing of $2.8 million and $2.1 million at March 31,
1999 and 1998, respectively.
In connection with the mortgage loan activity, the Company maintains a $40.0
million mortgage warehouse line of credit with First Union National Bank that is
used to finance mortgage loans that it originates. The credit line had
outstanding balances of $18.0 million and $18.7 million at March 31, 1999 and
1998, respectively.
In May of 1998, the Company authorized an increase in the amount of the
Company's stock that may be repurchased under its stock repurchase plan to a
total of $1.9 million. At March 31, 1999 the Company had acquired a total of
$1.3 million of stock under the plan. There were no repurchases during the first
quarter of 1999.
The Company considers its cash flow from operations combined with its credit
arrangements with BankBoston, N.A. and First Union National Bank, to be adequate
to fund continuing operations. However, the Company expects to continue to
expand its existing businesses, which may include opening new real estate sales
offices as well as making investments in or acquiring other real estate and or
insurance businesses. As a result, the Company from time-to-time may seek
additional or alternate sources of debt or equity financing which may include
the issuance of shares of the Company's capital stock.
CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995
Certain statements, which are not historical fact, may be deemed to be forward
looking statements. There are many important factors that would cause the
Company's actual results to differ materially form those indicated in the
forward-looking statements. Such factors include, but are not limited to,
interest rates and economic conditions generally, regulatory changes
(legislative or otherwise) affecting the residential real estate and mortgage
lending industries, competition, and prevailing rates for sales associate
commission structures.
YEAR 2000 DISCLOSURES
The Year 2000 issue ("Y2000") results from computer programs written using two
digits rather than four to define the applicable year. Computer programs that
have date-sensitive software may recognize a date using "00" as the year 1900
rather than the year 2000. This could result in a system failure or
miscalculations causing disruptions of the Company's operations, including,
among other things, a temporary inability to process transactions, send
invoices, or engage in similar normal business activities. The Company has
completed its assessment of Y2000 risks and a summary of this assessment
follows. This assessment should be deemed as a forward looking statement and as
such the Company cannot assure that the actual impact of Y2000 on the Company's
operating results and the costs to minimize such impact will not be more or less
than these identified in the assessment.
STATE OF READINESS AND COST: The Company believes that approximately $400,000
will be required to update various hardware systems to prepare for Y2000. The
majority of these systems were scheduled for replacement as part of the
Company's ongoing technology upgrade. The completion of the hardware
9
<PAGE>
upgrade is scheduled to be fully completed by June 1999 and the most critical
elements were completed during the first quarter of 1999. As such, the Company
does not feel that these upgrades will materially affect the Company's business
or capital requirements.
The Company does not believe the cost to update its information software systems
related to Y2000 to be material. Several of the Company's systems, which are not
yet Y2000 compliant, are currently in process of being replaced as part of the
Company's ongoing technology upgrade. The Company expects to replace these
systems prior to September 30, 1999.
The Company has reviewed the state of readiness of third party vendors and
believes that these systems either are compliant or the vendor has plans to make
the systems Y2000 compliant.
RISKS: If due to a hardware or software problem the Company's systems were not
able to operate due to Y2000, the Company believes it would face the following
risks: additional costs to correct the problem and loss of revenue due to an
inability to deliver customer services. The Company believes it is taking the
necessary steps to eliminate or reduce these risks where possible.
CONTINGENCY PLAN: The Company has developed a contingency plan related to the
Y2000 issue and will continue to evaluate the plan during 1999.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The following Exhibits are included herein:
See Exhibit Index on page 12 of this report
(b) Reports on Form 8-K:
None
10
<PAGE>
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.
Date: May 12, 1999 THE DEWOLFE COMPANIES, INC.
By: /s/ James A. Marcotte
-------------------------
James A. Marcotte
Senior Vice President
and Chief Financial Officer
11
<PAGE>
EXHIBIT INDEX
10-Q
ITEM DESCRIPTION
11.0 Statement re: Computation of Basic earnings per share and Diluted
earnings per share
27.0 Financial Data Schedule
<PAGE>
Exhibit (11.0) Statement Re: Computation of Basic Earnings Per Share and Diluted
Earnings per Share
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1999 1998
---- ----
<S> <C> <C>
Numerator:
Net Income $ 566,000 $ 270,000
Denominator:
Basic weighted- average shares 3,302,000 3,224,000
Effect of Stock Options 242,000 142,000
----------- ------------
3,544,000 3,366,000
----------- ------------
Basic Earnings per Share $ 0.17 $ 0.08
----------- ------------
----------- ------------
Diluted Earnings Per Share $ 0.16 $ 0.08
----------- ------------
----------- ------------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEET (UNAUDITED) AND CONDENSED CONSOLIDATED STATEMENT OF
INCOME (UNAUDITED), AS REFLECTED ON THE COMPANY'S FORM 10Q FOR THE QUARTER ENDED
MARCH 31, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q.
</LEGEND>
<CIK> 0000888138
<NAME> THE DEWOLFE COMPANIES, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<EXCHANGE-RATE> 1
<CASH> 1,888
<SECURITIES> 0
<RECEIVABLES> 33,814
<ALLOWANCES> 1,472
<INVENTORY> 0
<CURRENT-ASSETS> 54,307
<PP&E> 13,331
<DEPRECIATION> 6,342
<TOTAL-ASSETS> 74,420
<CURRENT-LIABILITIES> 48,770
<BONDS> 14,605
0
0
<COMMON> 36
<OTHER-SE> 13,735
<TOTAL-LIABILITY-AND-EQUITY> 74,420
<SALES> 0
<TOTAL-REVENUES> 37,222
<CGS> 0
<TOTAL-COSTS> 23,830
<OTHER-EXPENSES> 12,273
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 450
<INCOME-PRETAX> 1,029
<INCOME-TAX> 463
<INCOME-CONTINUING> 566
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 566
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.16
</TABLE>
