<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended June 30, 1998
__ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________________ to ____________________
Commission File No. 1 - 7109
SERVOTRONICS, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 16-0837866
------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1110 Maple Street, Elma, New York 14059-0300
--------------------------------------------
(Address of principal executive offices)
716-655-5990
------------
(Issuer's telephone number, IAC)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at July 31, 1998
---------------------------- ----------------------------
Common Stock, $.20 par value 2,368,071
(See Note 5 to Consolidated Financial
Statements)
Transitional Small Business Disclosure Format (Check one):
Yes ; No X
--- ---
- 1 -
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
--------
<S> <C>
Item 1. Financial Statements
a) Consolidated Balance Sheet, June 30, 1998 3
b) Consolidated Statement of Income for the Three and Six Months Ended
June 30, 1998 and 1997 4
c) Consolidated Statement of Cash Flows for the Six Months Ended
June 30, 1998 and 1997 5
d) Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or Plan of Operation 8
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 10
Signatures 12
Item 6(a). Exhibits
3(i) Certificate of Amendment of the Company's Certificate of Incorporation
filed June 30, 1998
27 Financial Data Schedule
</TABLE>
- 2 -
<PAGE> 3
PART I FINANCIAL INFORMATION
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
June 30, 1998
($000's omitted except per share data)
(Unaudited)
<TABLE>
<CAPTION>
<S> <C>
Assets
Current assets:
Cash $ 702
Accounts receivable 3,034
Inventories 8,311
Deferred tax asset 639
Other 1,464
------------
Total current assets 14,150
Property, plant and equipment, net 7,332
Other assets 432
------------
$ 21,914
============
Liabilities and Shareholders' Equity
Current liabilities:
Current portion of long-term debt $ 248
Accounts payable 1,367
Accrued employee compensation and benefit costs 976
Accrued income taxes 8
Other accrued liabilities 302
------------
Total current liabilities 2,901
------------
Long-term debt 6,285
Non-current deferred tax liability 534
Shareholders' equity:
Common stock, par value $.20; authorized
4,000,000 shares; Issued 2,614,506 shares 523
Capital in excess of par value 13,269
Retained earnings 2,426
------------
16,218
Employee stock ownership trust commitment (2,842)
Treasury stock, at cost 246,435 shares (1,182)
------------
Total shareholders' equity 12,194
------------
$ 21,914
============
</TABLE>
See notes to consolidated financial statements
- 3 -
<PAGE> 4
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
($000's omitted except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 4,492 $ 4,228 $ 8,930 $ 7,701
Costs and expenses:
Cost of goods sold 2,973 2,792 6,174 5,194
Selling, general and administrative 859 855 1,665 1,576
Interest 84 82 163 161
Depreciation and amortization 160 158 318 316
--------- --------- --------- ----------
4,076 3,887 8,320 7,247
--------- --------- --------- ----------
Income before income taxes 416 341 610 454
Income tax provision 175 130 256 168
--------- --------- --------- ----------
Net income $ 241 $ 211 $ 354 $ 286
========= ========= ========= ==========
Net income per share - Basic $ 0.14 $ 0.12 $ 0.20 $ 0.17
========= ========= ========= ==========
Net income per share - Diluted $ 0.13 $ 0.12 $ 0.20 $ 0.17
========= ========= ========= ==========
</TABLE>
See notes to consolidated financial statements
- 4 -
<PAGE> 5
SERVOTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
($000's omitted)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1998 1997
---- ----
<S> <C> <C>
Cash flows related to operating activities:
Net income $ 354 $ 286
Adjustments to reconcile net income to net
cash provided by operating activities -
Depreciation and amortization 318 316
Change in assets and liabilities -
Accounts receivable (832) 337
Inventories (283) (848)
Prepaid income taxes 38 0
Other current assets (78) (3)
Other assets 8 6
Accounts payable 337 317
Accrued employee compensation & benefit costs 168 115
Other accrued liabilities 43 (85)
Accrued income taxes 8 (184)
--------- ----------
Net cash provided by operating activities 81 257
--------- ---------
Cash flows related to investing activities:
Capital expenditures - property, plant &
equipment (279) (510)
---------- ----------
Net cash used in investing activities (279) (510)
---------- ----------
Cash flows related to financing activities:
Increase in demand loan 150 150
Principal payments on long-term debt (111) (107)
Payments on demand loan (350) (150)
Issuance of common stock 26 0
--------- ---------
Net cash used in financing activities (285) (107)
---------- ----------
Net decrease in cash (483) (360)
Cash at beginning of period 1,185 1,389
--------- ---------
Cash at end of period $ 702 $ 1,029
========= =========
</TABLE>
See notes to consolidated financial statements
- 5 -
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
($000 omitted in tables except for share data)
1. The information set forth herein is unaudited. This financial information
reflects all normal accruals and adjustments which, in the opinion of
management, are necessary for a fair statement of the results for the periods
presented.
Revenue recognition
-------------------
The Company incurred costs for certain contracts which are long term.
These contracts are accounted for under the percentage of completion method
(cost-to-cost) which recognizes revenue as the work progresses towards
completion. Revenues on the remaining contracts are recognized when the terms of
purchase orders are met.
Included in other current assets are $741,000 of unbilled revenues
which represent revenue earned under the percentage of completion method
(cost-to-cost) not yet billable under the terms of the contracts.
Reclassification of prior year balances
---------------------------------------
Certain prior year balances have been reclassified to conform with the
current year presentation.
<TABLE>
<CAPTION>
2. Inventories June 30, 1998
----------- -------------
<S> <C>
Raw materials and common parts $ 1,208
Work-in-process (including engineering and other
support costs) 6,464
Finished goods 875
----------
8,547
Less common parts expected to be used after one year (236)
----------
$ 8,311
==========
</TABLE>
Engineering and other support costs are incurred in fulfilling certain
contracts which have a production cycle longer than one year. A portion of these
costs will, therefore, not be realized within one year.
During 1997, the Accounting Standards Executive Committee (AsSEC) of
the AICPA released a Statement of Position on Reporting on the Costs of Start-Up
Activities which is effective for fiscal years beginning after December 15,
1998. The SoP requires that these one-time costs associated with the
introduction of a new product line be expensed in the period incurred. No
start-up costs have been capitalized during 1998. Servotronics will be required
to write-off any unamortized balances relating to start-up activities on January
1, 1999 which is estimated to be approximately $151,000.
3. Property, plant and equipment
-----------------------------
<TABLE>
<CAPTION>
June 30, 1998
-------------
<S> <C>
Land $ 11
Buildings 6,140
Machinery, equipment and tooling 8,283
----------
14,434
Less accumulated depreciation (7,102)
----------
$ 7,332
==========
</TABLE>
- 6 -
<PAGE> 7
Property, plant and equipment includes land and building under a
$5,000,000 capital lease which can be purchased for a nominal amount at the end
of the lease term.
<TABLE>
<CAPTION>
4. Long-term debt
--------------
June 30, 1998
-------------
<S> <C>
Industrial Development Revenue Bonds; secured by a letter of credit
from a bank with interest payable monthly at a floating rate
(3.90% at June 30, 1998 convertible to
a fixed rate at the option of the Company) $ 5,000
Unsecured term note; payable to a bank with
interest at prime plus 1/4% (8.75% at
June 30, 1998); quarterly principal
payments of $34,439 through November 1, 2000 310
Various other secured term notes payable to government agencies 1,223
---------
6,533
Less current portion (248)
---------
$ 6,285
=========
</TABLE>
Industrial Development Revenue Bonds were issued by a
government agency to finance the construction of the Company's new
headquarters/Advanced Technology facility. Annual sinking fund payments of
$170,000 commence December 1, 2000 and continue through 2013, with a final
payment of $2,620,000 due December 1, 2014. The Company has agreed to reimburse
the issuer of the letter of credit if there are draws on that letter of credit.
The letter of credit is for the full amount of the Industrial Development
Revenue Bonds. The Company pays the letter of credit bank an annual fee of 1% of
the amount secured thereby and pays the remarketing agent for the bonds an
annual fee of .25% of the principal amount outstanding. The Company's interest
under the facility capital lease has been pledged to secure its obligations to
the government agency, the bank and the bondholders.
The letter of credit reimbursement agreement, the unsecured term note
agreement and a secured term note contain, among other things, covenants
relative to maintenance of working capital and tangible net worth and
restrictions on capital expenditures, leases and additional borrowings.
The Company also has a $1,000,000 line of credit on which there was no
amount outstanding at June 30, 1998.
5. Common shareholders' equity
---------------------------
<TABLE>
<CAPTION>
Common stock
------------
Number Capital in
of shares excess of Retained Treasury
issued Amount par value earnings ESOP stock
------ ------ --------- -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Balance December
31, 1997 2,614,506 $ 523 $ 13,269 $ 2,104 ($ 2,842) ($ 1,240)
Issuance of common stock -- -- -- (32) -- 58
Net income -- -- -- 354 -- --
--------- ------- ----------- -------- --------- ----------
Balance June
30, 1998 2,614,506 $ 523 $ 13,269 $ 2,426 ($ 2,842) ($ 1,182)
========= ======== =========== ======== ======== ==========
</TABLE>
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<PAGE> 8
Earnings per share
- ------------------
All earnings per share amounts reflect the implementation of the
Statement of Financial Accounting Standards No. 128 Earnings per Share. Basic
earnings per share is computed by dividing net earnings by the weighted average
number of shares outstanding during the period. Diluted earnings per share is
computed by dividing net earnings by the weighted average number of shares
outstanding during the period plus the number of shares of common stock that
would be issued assuming all contingently issuable shares having a dilutive
effect on earnings per share were outstanding for the period.
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
($000's omitted, except per share data) 1998 1997 1998 1997
- --------------------------------------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $241 $211 $354 $286
Weighted average common shares
outstanding (basic) 1,739 1,693 1,733 1,693
Incremental shares from assumed
conversions of stock options 62 24 62 24
Weighted average common
shares outstanding (diluted) 1,801 1,717 1,795 1,717
Earnings per share:
Basic $0.14 $0.12 $0.20 $0.17
Diluted $0.13 $0.12 $0.20 $0.17
</TABLE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------- ---------------------------------------------------------
The following table sets forth for the periods indicated the percentage
relationship of certain items in the consolidated statement of income to net
sales and the percentage increase or decrease of such items as compared to the
indicated prior period.
<TABLE>
<CAPTION>
Relationship to Period to Relationship to Period to
net sales period $ net sales period $
quarter ended increase six months ended increase
June 30 (decrease) June 30 (decrease)
1998 1997 98-97 1998 1997 98-97
---- ---- ----- ---- ---- -----
Net sales
<S> <C> <C> <C> <C> <C> <C>
Advanced technology products 62.7% 61.7% 6.3% 61.9% 57.8% 22.6%
Consumer products 37.3% 38.3% 2.0% 38.1% 42.2% 3.6%
----- ----- ---- ----- ----- ----
100.0% 100.0% 6.2% 100.0% 100.0% 16.0%
Cost of goods sold, exclusive of
depreciation 66.2% 66.0% 6.5% 69.1% 67.4% 18.9%
----- ----- ---- ----- ----- -----
Gross profit 33.8% 34.0% 5.8% 30.9% 32.6% 9.9%
----- ----- ---- ----- ----- ----
Selling, general and administrative 19.1% 20.2% 0.5% 18.6% 20.5% 5.6%
Interest 1.9% 1.9% 2.4% 1.8% 2.1% 1.2%
Depreciation and amortization 3.6% 3.7% 1.3% 3.6% 4.1% 0.6%
24.6% 25.8% 4.2% 24.0% 26.7% 7.4%
----- ----- ---- ----- ----- ----
Income before provision for income taxes 9.2% 8.2% 22.0% 6.9% 5.9% 34.4%
Income tax provision 3.8% 3.2% 34.6% 2.9% 2.2% 52.4%
---- ---- ----- ---- ---- -----
Net income 5.4% 5.0% 14.2% 4.0% 3.7% 23.8%
==== ==== ===== ==== ==== =====
</TABLE>
- 8 -
<PAGE> 9
Management Discussion
- ---------------------
During the six month period ended June 30, 1998 and for the comparable
period ended June 30, 1997, approximately 23% and 20% respectively, of the
Company's revenues were derived from contracts with agencies of the U.S.
Government or their prime contractors. For the second quarter of 1998 and 1997,
approximately 26% and 18% respectively, of the Company's revenues were derived
from comparable sources. The Company's business is performed under fixed price
contracts. It is noted that the many uncertainties in today's global economy,
and difficulty in predicting defense appropriations (both actual and proposed)
preclude any guarantees or even assurances that current programs will be
continued or that programs in the prototype stages will ultimately result in
production applications. It is because of such uncertainties and because such
adverse occurrences may not be counterbalanced with new programs or otherwise,
that cyclical downturns in operational performances are realistic expectations.
Results of Operations
- ---------------------
The Company's consolidated results of operations for the six month
period ended June 30, 1998 showed an approximate 16% increase in net sales and
an increase in net income of approximately 23.8% when compared to the same six
month period of 1997. For the second quarter of 1998, net sales increased
approximately 6.2% with an increase in net income of 14.2% compared to the same
period of 1997. The increase in sales is the result of increased shipments at
both the Advanced Technology and Consumer Products operations.
The Advanced Technology Group's total backlog (funded and unfunded) as
of June 30, 1998 increased by approximately 23% from a year earlier. The June
30, 1998 total backlog is approximately $55,500,000 as compared to $45,300,000
of which $48,200,000 and $37,300,000 were unfunded in each of the respective
comparative periods. Approximately $35,700,000 of the June 30, 1998 backlog is
for product deliveries beyond 2000. The unfunded portion of the backlog is based
on the Company's customers' estimated quantities for multi-year agreements for
which the Company has not received firm orders.
Operating profit as a percentage of net sales for the six month period
ended June 30, 1998 increased to 6.9% from 5.9% as reported for the same six
month period of 1997. For the second quarter of 1998 operating profit as a
percent of net sales increased to 9.2% from 8.2% when compared to the same
period of 1997. The fluctuations in operating profit as a percentage of net
sales are a result of differences in product mix in combination with increased
sales.
Selling, general and administrative costs increased for the six month
period and quarter ended June 30, 1998 when compared to the comparable periods
of 1997 due to an increase in selling and professional costs.
Income taxes for the six month period and quarter ended June 30, 1998
increased as a percentage of income before taxes when compared to the comparable
periods of 1997 due to the effects of variable state income taxes.
Liquidity and Capital Resources
- -------------------------------
Certain contracts of the Advanced Technology Group require development
and engineering costs in addition to hardware and the maintenance of inventory
for replacement and/or overhaul. The replacement and/or overhaul units are
billed at the time of shipment. The inventories at June 30, 1998, include costs
associated with the initiation and maintenance of certain programs and costs in
anticipation of increased demands upon the Company to support new programs and
the request of customers for shorter production lead times.
- 9 -
<PAGE> 10
During the six month period ended June 30, 1998, the Company expended
$279,000 on capital expenditures. The Company also has a $1,000,000 line of
credit at June 30, 1998 of which nothing is outstanding at June 30, 1998.
There are no material commitments for capital expenditures at June 30,
1998.
Year 2000 Initiatives
- ---------------------
The Company is currently working to resolve the potential impact of "Year
2000" issues on the processing of date-sensitive information by the Company's
computer systems. The Year 2000 problem relates to the ability of computer
systems to be able to distinguish date data between the twentieth and
twenty-first centuries.
The Company does not currently expect that these "Year 2000" issues will
have a material adverse impact on the Company's financial position, results or
cash flows in the future.
The Company is also taking steps to assess the Year 2000 status of its
significant product and service suppliers.
PART II OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
The annual meeting of shareholders of the Registrant was held on June
30, 1998. At the meeting, each of the directors of the Registrant was elected to
serve until the next annual meeting of shareholders until his successor is
elected and qualified. The following table shows the results of the voting at
the meeting.
<TABLE>
<CAPTION>
Withheld
Name of Nominee For Authority
--------------- --- ---------
<S> <C> <C>
Dr. William H. Duerig 2,244,950 3,777
Donald W. Hedges 2,244,950 3,777
Nicholas D. Trbovich, Jr. 2,245,747 2,980
Dr. Nicholas D. Trbovich 2,245,747 2,980
</TABLE>
At the meeting, the shareholders approved the amendment of the Company's
Certificate of Incorporation to limit the personal liability of the directors of
the Company for breaches of certain fiduciary duties as provided for by Section
102(b)(7) of the Delaware General Corporation Law. The vote cast at the meeting
was 2,231,329 votes for the amendment and 18,985 votes against the amendment.
FORWARD-LOOKING STATEMENTS
In addition to historical information, certain sections of this Form 10-QSB
contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
such as those pertaining to the Company's capital resources and profitability.
Forward-looking statements involve numerous risks and uncertainties. The Company
derives approximately 23% of its revenues from contracts with agencies of the
U.S. Government or their prime contractors. The Company's business is performed
under fixed price contracts and the following factors, among others discussed
herein, could cause actual results and future events to differ materially from
those set forth or contemplated in the forward-looking statements: uncertainties
in today's global economy, the growth of the national deficit and difficulty in
predicting defense appropriations, the discontinuance of current defense
programs, the vitality of the commercial aviation industry and its ability to
purchase new aircraft, the willingness and ability of the Company's customers to
fund and issue substantial follow-on orders to the Company for
- 10 -
<PAGE> 11
long-term programs, competitive products and pricing, difficulties in the
development or commercialization of products, product demand and market
acceptance, both for the Company's products and its customers' products which
incorporate components supplied by the Company, enforceability of intellectual
property rights, capacity and supply, the effects of foreign competition, and
the Company's future accounting policies. The success of the Company also
depends upon the trends of the economy, including interest rates, income tax
laws, governmental regulation, legislation, population changes and those risk
factors discussed elsewhere in this Form 10-QSB. Readers are cautioned not to
place undue reliance on forward-looking statements, which reflect management's
analysis only of the date hereof. The Company assumes no obligation to update
forward-looking statements.
- 11 -
<PAGE> 12
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: August 5, 1998
SERVOTRONICS, INC.
By: /s/Lee D. Burns, Treasurer
---------------------------------------
Lee D. Burns, Treasurer and
Chief Financial Officer
By: /s/Raymond C. Zielinski, Vice President
---------------------------------------
Raymond C. Zielinski, Vice President
- 12 -
<PAGE> 1
EXHIBIT 3(i)
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SERVOTRONICS, INC.
PURSUANT TO SECTION 242 OF
THE DELAWARE GENERAL CORPORATION LAW
Lee D. Burns, being the Treasurer of SERVOTRONICS, INC. (the
"Corporation"), a corporation organized and existing under and by virtue of the
General Corporation Law of the State of Delaware (the "Act"), DOES HEREBY
CERTIFY:
FIRST: That at a meeting of the Board of Directors of the Corporation,
resolutions were adopted setting forth a proposed amendment to the Certificate
of Incorporation of the Corporation (the "Certificate") declaring said amendment
advisable and directing that the proposed amendment be submitted to the
Corporation's stockholders for consideration thereof.
SECOND: That Article TWELFTH be added to the Certificate, which shall
read as follows:
"TWELFTH: A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived any
improper personal benefit. If the Delaware General Corporation
Law hereafter is amended to further eliminate or limit the
liability of a director, then a director of the Corporation,
in addition to the circumstances in which a director is not
personally liable as set forth in the preceding sentence,
shall not be liable to the fullest extent permitted by the
amended Delaware General Corporation Law.
Any repeal or modification of the foregoing paragraph
by the stockholders of the Corporation shall not adversely
affect any right or protection of a director of the
Corporation existing at the time of such repeal or
modification."
<PAGE> 2
THIRD: That thereafter, pursuant to a resolution of the Board of
Directors, the proposed amendment was submitted to the Corporation's
stockholders at the annual meeting duly called and held upon due notice to the
stockholders of the Corporation of the proposed amendment, at which meeting the
proposed amendment was authorized by the majority vote of all of the
Corporation's stockholders entitled to vote thereon.
FOURTH: That said amendment was duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has subscribed to this Certificate
this 30th day of June 1998 and affirms that the statements made herein are true
and correct under penalties of perjury.
/s/ Lee D. Burns, Treasurer
---------------------------
Lee D. Burns, Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000089140
<NAME> Servotronics, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 702
<SECURITIES> 0
<RECEIVABLES> 3,034
<ALLOWANCES> 0
<INVENTORY> 8,311
<CURRENT-ASSETS> 14,150
<PP&E> 7,332
<DEPRECIATION> 0
<TOTAL-ASSETS> 21,914
<CURRENT-LIABILITIES> 2,901
<BONDS> 6,285
0
0
<COMMON> 523
<OTHER-SE> 11,671
<TOTAL-LIABILITY-AND-EQUITY> 21,914
<SALES> 8,930
<TOTAL-REVENUES> 8,930
<CGS> 6,174
<TOTAL-COSTS> 8,320
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 163
<INCOME-PRETAX> 610
<INCOME-TAX> 256
<INCOME-CONTINUING> 354
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 354
<EPS-PRIMARY> $0.20
<EPS-DILUTED> $0.20
</TABLE>
