<PAGE>
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 DECEMBER 31, 1996
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
COMMISSION FILE NO. 1-12888
SPORT-HALEY, INC.
(Exact name of registrant as specified in its charter)
COLORADO 84-1111669
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4600 E. 48TH AVENUE, DENVER, COLORADO 80216
(Address of principal executive offices)
(303) 320-8800
(Registrant's telephone number including area code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
---- ----
State the number of shares outstanding in each of the issuer's classes
of common stock, as of the latest practicable date.
CLASS OUTSTANDING AT JANUARY 29, 1997
COMMON STOCK, NO PAR VALUE 4,434,139
Transitional Small Business Disclosure Format (check one):
Yes No X
--- ---
<PAGE>
INDEX
PAGE
------
PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
BALANCE SHEETS 3
STATEMENTS OF INCOME 4
STATEMENTS OF CASH FLOWS 5-6
NOTES TO FINANCIAL STATEMENTS 7-9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 10-13
PART II - OTHER INFORMATION 14
SIGNATURES 15
<PAGE>
SPORT-HALEY, INC.
BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, JUNE 30,
1996 1996
------------ --------
(UNAUDITED) (NOTE)
ASSETS
Current assets:
Cash and cash equivalents $ 4,383 $ 8,648
Short-term investments and marketable securities - 2,750
Accounts receivable, net of allowances of
$83,000 and $90,000, respectively 4,116 4,549
Inventories 10,992 7,716
Other current assets 1,341 1,097
------- -------
20,832 24,760
------- -------
Property and equipment 2,905 2,294
Property held under capital leases 7 7
Less, accumulated depreciation (594) (601)
------- -------
2,318 1,700
------- -------
Other assets:
Long-term investments 3,783 1,274
Other assets 322 32
------- -------
4,105 1,306
------- -------
$27,255 $27,766
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,459 $ 2,141
Capital lease obligations maturing within
one year - 2
Accrued income taxes - 464
Accrued commissions and other expenses 956 725
------- -------
2,415 3,332
------- -------
Long-term liabilities:
Capital lease obligations, net of
current maturities 2 2
Other 88 66
------- -------
90 68
------- -------
2,505 3,400
------- -------
Stockholders' equity:
Preferred stock, no par value; 1,500,000 shares
authorized; none issued and outstanding - -
Common stock, no par value;
15,000,000 shares authorized; 4,344,647 and
4,419,271 shares issued and outstanding,
respectively 18,952 20,166
Additional paid in capital 52 63
Additional paid in capital - deferred
option compensation 50 -
Unrealized losses on available for sale securities (209) (140)
Retained earnings 5,905 4,277
------- -------
24,750 24,366
------- -------
$27,255 $27,766
------- -------
------- -------
Note: Taken from the audited balance sheet at that date.
3
<PAGE>
SPORT-HALEY, INC.
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1995 1996 1995
----------- ----------- ----------- -----------
(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales $5,733 $3,774 $11,999 $7,942
Cost of goods sold 3,266 2,167 6,902 4,539
------ ------ ------- ------
Gross profit 2,467 1,607 5,097 3,403
Selling, general and administrative expense 1,646 979 3,148 2,027
------ ------ ------- ------
Income from operations 821 628 1,949 1,376
Other income (expense):
Other income 289 71 459 155
Interest and other expense - (10) - (10)
------ ------ ------- ------
Income before income taxes 1,110 689 2,408 1,521
Provision for income taxes (Note 3) 279 261 780 571
------ ------ ------- ------
Net income $ 831 $ 428 $ 1,628 $ 950
------ ------ ------- ------
------ ------ ------- ------
Net income per common share $ 0.18 $ 0.12 $ 0.35 $ 0.27
------ ------ ------- ------
------ ------ ------- ------
Weighted average number of common and
common equivalent shares outstanding 4,677 3,512 4,712 3,493
------ ------ ------- ------
------ ------ ------- ------
</TABLE>
4
<PAGE>
SPORT-HALEY, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE SIX MONTHS ENDED
DECEMBER 31,
1996 1995
----------- -----------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,628 $ 950
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 198 133
Depreciation recorded as prepaid expense (8) (12)
Deferred taxes, net 7 15
Increase in allowance for doubtful accounts (7) (20)
Deferred option compensation 50 -
Deferred rents 2 2
(Increase) decrease in assets:
Short-term investments to maturity 2,749 -
Accounts receivable 297 88
Inventory (3,324) (1,426)
Other current assets (331) 78
(Increase) decrease in liabilities:
Accounts payable (683) (525)
Accrued commissions and other expenses 231 254
Accrued income taxes (464) (406)
Deferred rent - (2)
------- -------
Net cash used by operating activities 345 (871)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital lease obligation (1) (1)
Net proceeds from issuance of common stock 271 266
Stock purchased and retired (1,485) (190)
------- -------
Net cash provided by financing activities $(1,215) $ 75
------- -------
------- -------
5
<PAGE>
SPORT-HALEY, INC.
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
FOR THE SIX MONTHS ENDED
DECEMBER 31,
1996 1995
----------- -----------
(UNAUDITED) (UNAUDITED)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of fixed assets $ (814) $ (195)
Disposal of assets - -
Investment in "available to sell" securities, net (2,581) (51)
------- -------
Net cash used by investing activities (3,395) (246)
------- -------
Net increase (decrease) in cash (4,265) (1,042)
CASH AND CASH EQUIVALENTS, BEGINNING 8,648 4,758
------- -------
CASH AND CASH EQUIVALENTS, ENDING $ 4,383 $ 3,716
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Income taxes $ 1,352 $ 743
------- -------
------- -------
Interest $ - $ -
------- -------
------- -------
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
At December 31, 1996, the Company has unrealized holding losses on marketable
securities of approximately $209,000.
6
<PAGE>
SPORT-HALEY, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 1 CONDENSED FINANCIAL STATEMENTS
The financial statements included herein have been prepared by
Sport-Haley, Inc. (the "Company") without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
the financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted as
allowed by such rules and regulations. The Company believes that
the disclosures are adequate to make the information presented not
misleading. It is suggested that these financial statements be
read in conjunction with the Company's annual financial statements
dated June 30, 1996. While management believes the procedures
followed in preparing these financial statements are reasonable,
the accuracy of the amounts are, in some respects, dependent upon
the facts that will exist, and procedures that will be accomplished
by the Company, later in the year.
The management of the Company believes that the accompanying
unaudited condensed financial statements prepared in conformity
with generally accepted accounting principles, which requires the
use of management estimates, contain all adjustments (including
normal recurring adjustments) necessary to present fairly the
operations and cash flows for the period presented.
NOTE 2 INVENTORIES
Inventories at December 31, 1996 consist of the following:
Raw materials $ 3,625,197
Finished goods 7,366,425
-----------
$10,991,622
-----------
-----------
NOTE 3 INCOME TAXES
The components of the deferred tax asset and net deferred tax liability
recognized in the accompanying balance sheet as of December 31, 1996,
are as follows:
CURRENT LONG-TERM
------- ---------
Deferred tax (liability) $ - $(84,325)
Deferred tax asset 51,694 -
------- --------
$51,694 $(84,325)
------- --------
------- --------
7
<PAGE>
SPORT-HALEY, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 3 INCOME TAXES (Continued)
The types of temporary differences between the tax bases of assets
and liabilities and the financial reporting amounts that give rise
to a significant portion of the deferred tax liability and their
appropriate tax effects at December 31, 1996, are as follows:
TAX EFFECT
DIFFERENCE CURRENT LONG-TERM
---------- ------- ---------
Allowance for doubtful accounts $ 83,436 $32,540 $ -
Stock option compensation 49,513 19,154 -
Accumulated depreciation 216,218 - (84,325)
------- --------
$51,694 $(84,325)
------- --------
------- --------
The components of income tax expenses are as follows:
Current:
Federal $678,000
State 95,200
--------
773,200
--------
Deferred:
Federal 6,270
State 880
--------
7,150
--------
$780,350
--------
--------
NOTE 4 REPURCHASE OF COMMON STOCK
During December 1994, the Company's Board of Directors authorized
the repurchase of up to 150,000 shares of the Company's issued and
outstanding common stock. The shares may be purchased from time to
time in open market transactions at prevailing market prices. The
Company has no commitment or obligation to purchase all or any
portion of the shares. All shares purchased by the Company will be
cancelled and returned to the status of authorized but unissued
common stock. In October, 1996, the Company's Board of Directors
authorized an increase of an additional 150,000 common shares that
the Company may repurchase thus bringing the total common shares
authorized for repurchase under the plan to 300,000 shares. During
the second quarter ended December 31, 1996, the Company repurchased
117,290 shares of its common stock at a cost of approximately
$1,484,800. As of December 31, 1996, the Company had repurchased a
total of 150,000 shares of its common stock.
8
<PAGE>
SPORT-HALEY, INC.
NOTES TO FINANCIAL STATEMENTS
NOTE 5 COMMON STOCK OPTIONS
At December 31, 1996, the Company had 466,365 options granted to
purchase common stock at prices ranging from $1.60 to $12.75, with
expiration dates between March 15, 2002 and July 1, 2006. During
the six months ended December 31, 1996, option holders exercised
and purchased 42,666 shares of the Company's common stock. The
Company realized gross proceeds of approximately $270,700 from the
exercise of such options.
During May 1996, the Company's Board of Directors authorized the
Company to prepare and issue a "net issuance" offer to the holders
of the Company's non-qualified stock options, to purchase the
interests of the option holders. The Company will pay the
difference between the exercise price of the non-qualified stock
option and the fair market value of the Company's common stock on
the date the option holder accepts the offer. As of December 31,
1996, the Company had repurchased 7,228 options for approximately
$83,100. At December 31, 1996 the Company had outstanding
approximately 278,000 non-qualified stock options. Accordingly,
the Company's net issuance cost to repurchase these options would
be approximately $2.5 million if substantially all of the
non-qualified option holders elected to accept the Company's offer.
Included in the Company's six month net income is a charge of
approximately $30,400 which is a result of the Company's
implementation of FASB 123-Accounting for Stock Based Compensation.
NOTE 6 SUBSEQUENT EVENTS
REGISTRATION OF WARRANTS
During January 1997 the Company filed a Registration Statement on
Form S-3 to register 90,000 shares of the Company's common stock,
70,000 shares of which are to be issued upon exercise of the
representative's warrants (the "Representative's Warrants") sold to
Schneider Securities, Inc. (the "Representative") in connection
with an underwritten public offering undertaken in April 1994 and
20,000 shares of which are issuable upon exercise of the advisor's
warrants (the "Advisor's Warrants") issued to Cruttenden Roth
Incorporated (the "Advisor") in connection with an investment
banking agreement between the Company and the Advisor in July 1995.
The Company will receive $6.50 per share upon exercise of the
Representative's Warrants and $8.125 per share upon exercise of the
Advisor's Warrants. The Company has agreed to pay the expenses of
registering the shares offered which is estimated at $15,000.
Subsequent to the effective date of the registration, 32,376
Representative's Warrants were exercised resulting in gross
proceeds of approximately $210,444 to the Company.
9
<PAGE>
SPORT-HALEY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company's financial position continues to demonstrate strength from
growth in its net sales, gross profit margin and net income. The Company
intends to rely on its cash generated from operations and the net proceeds
realized from the March 1996 public offering to finance its working capital
requirements for at least the next 12 months. To the extent such amounts are
insufficient to finance the Company's working capital requirements, the
Company may also make periodic borrowings under its revolving line of credit.
During the six months ended December 31, 1996, current assets and current
liabilities decreased by approximately $3.928 million and $917,000,
respectively. The Company utilized cash and cash equivalents to purchase and
retire approximately $1.5 million of common stock, $2.5 million was used for
the acquisition of investments in "available to sell" securities, $814,000
was used to acquire property and equipment, and a net of $345,000 was used in
operating activities to acquire inventory and reduce current liabilities.
For the six months ended December 31, 1996, the Company spent approximately
$814,000 for property and equipment. These expenditures relate to equipment
and leasehold improvements for the headwear and embroidery operations. Also,
at the beginning of the fiscal year the Company removed approximately
$200,000 of fully depreciated and disposed assets.
Other assets increased $2.799 million during the six months ending December
31, 1996 mainly from increases in long-term investments.
During the period ended December 31, 1996, long-term liabilities increased by
approximately $22,000 primarily due to an increase in deferred income tax
liability.
The Company received proceeds of approximately $271,000 from the exercise of
stock options during the six months ended December 31, 1996. Also, during
the second quarter, the Company repurchased on the open market 117,290 shares
of its common stock for approximately $1.485 million. The shares repurchased
have been cancelled. As a result, the outstanding shares of common stock
decreased by 74,624 shares. Stockholders' equity increased by approximately
$384,000 for the six month period ended December 31, 1996.
RESULTS OF OPERATIONS
The Company's business is seasonal in nature, and therefore the results for
any one or more quarters are not necessarily indicative of the annual results
or continuing trends.
10
<PAGE>
SPORT-HALEY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
Net sales for the second quarter ended December 31, 1996, were approximately
$5.733 million, an increase of approximately $1.959 million, or 52%, from net
sales of $3.774 million for the same quarter in the prior fiscal year. Net
sales for the six months ended December 31, 1996, were $11.999 million, an
increase of approximately $4.057 million, or 51%, from net sales of $7.942
million for the same six month period in the prior fiscal year. The increase
in net sales is due to a combination of factors, including a greater number
of products within each of the women's and men's lines, an increase in the
number of golf course professional shops that carry the Company's apparel an
increase in corporate and international sales.
The Company's gross profit increased by approximately $860,000 or 54% to
$2.467 million for the quarter ended December 31, 1996 from approximately
$1.607 million for the same quarter in the prior fiscal year. The gross
profit for the six month period increased by approximately $1.694 million or
50% to $5.097 million from $3.403 million for the same six month period in
the prior fiscal year. Gross profit as a percentage of net sales remained at
43% for the quarters ended December 31, 1996 and 1995, respectively. For the
six month periods ended December 31, 1996 and 1995 the Company's gross profit
was 42% and 43%, respectively. The Company has continued to maintain control
on its cost of goods sold on higher sales volume.
Selling, general and administrative expenses increased by approximately
$667,000 or 68% to $1.646 million for the second quarter ended December 31,
1996 from $970,000 for the same quarter in the prior fiscal year. For the
six months ended December 31, 1996 selling, general and administrative
expenses increased approximately $1.121 million or 55% to $3.148 million from
approximately $2.027 million for the same six month period in the prior
fiscal year. The increase in both the second quarter and the six months
period can be attributed to costs associated with the Company's new headwear
division and retail store operation and commissions paid to independent sales
representatives on a higher sale volume, increased advertising expenditures.
Other income for the second quarter and six months ended December 31, 1996
increased by approximately $228,000 and $314,000, respectively. The increase
in both the quarter and the six month period can be attributed to an increase
in interest income generated by short and long-term investments and tax
refunds of approximately $165,000.
Income before provision for income taxes increased by approximately $421,000
or 61% to $1.110 million for the quarter ended December 31, 1996, from
approximately $689,000 for the same quarter in the prior fiscal year. For
the six months ended December 31, 1996 income before provision for income
taxes increased approximately $887,000 or 58% to $2.408 million from $1.521
million for the same six month period in the prior fiscal year.
11
<PAGE>
SPORT-HALEY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
For the three month and six month periods ended December 31, 1996 net income
increased approximately $403,000 or 94% and $678,000 or 71%, respectively,
when compared to the same three and six month periods in the prior fiscal
year.
Earnings were $.18 per share for the quarter ended December 31, 1996 as
compared to $.12 for the same quarter ended in the prior fiscal year. These
per share earnings are based on 4,676,545 and 3,511,668 weighted average
shares outstanding for the 1996 and 1995 quarters, respectively. Earnings
per share for the six month periods ended December 31, 1996 and 1995 were
$.35 and $.27 and were based on 4,711,827 and 3,493,417 weighted average
shares outstanding, respectively.
FACTORS THAT MAY AFFECT OPERATING RESULTS
The statements contained in this Report on Form 10-QSB that are not purely
historical are 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, including statements regarding the Company's expectations, hopes,
intentions, beliefs or strategies regarding the future. All forward-looking
statements included in this document are based on information available to
the Company on the date hereof, and the Company assumes no obligation to
update any such forward looking statements. It is important to note that the
Company's actual results could differ materially from those in such
forward-looking statements. You should consult the risk factors listed from
time to time in the Company's Form 10-KSB, annual reports to shareholders and
registration statements filed under the Securities Act of 1933.
Forward-looking statements include those relating to (i) development and
maintenance of brand loyalty for Haley apparel, (ii) enhancement of sales of
outerwear and headwear as a result of existing relationships among the
Company, its independent sales representatives and golf course professional
shop customers, (iii) success of additional marketing initiatives to be
undertaken by the Company, (iv) increases in international sales as a result
of distribution being obtained in the United Kingdom, Ireland and Japan and
new distribution in other countries, (v) increased distribution through
expansion of its network of independent sales representatives and the golf
professional shop customer base, (vi) expansion of sales to corporate and
tournament customers and capitalizing on additional embroidery capacities,
(vii) the Company's success in establishing its factory outlet store, as well
as its ability to obtain retail prices for its close-out apparel sold to the
factory outlet store, (viii) success of the Company in forecasting demand for
particular apparel styles and its success in establishing production
schedules and forecasts which accurately anticipate market demand, (ix) that
the Company will achieve increases in per-account sales, (x) the Company's
success in diversifying its market through increasing sales to large
corporate accounts and universities, and (xi) achievement of high gross
profit margins by targeting the premium and mid-priced fashion golf apparel
market, controlling manufacturing costs and expansion of the Company's
apparel lines to include other high margin products. As a result of the
foregoing or other factors, there can be no assurance that the Company will
not experience material fluctuations in future operating results on a
quarterly or annual basis, which would materially and adversely affect the
Company's business, financial condition and results of operations.
12
<PAGE>
SPORT-HALEY, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FACTORS THAT MAY AFFECT OPERATING RESULTS (CONTINUED)
Forward-looking statements included herein are based on assumptions that the
Company will continue to develop and introduce new products on a timely
basis, that competitive conditions within the fashion golf apparel industry
will not change materially or adversely, that demand for the Company's
fashion golf apparel will remain strong, that the market will accept the
Company's new apparel lines, that inventory risks due to shifts in market
demand will be minimized, that the Company's forecast will accurately
anticipate market demand, and that there will be no material adverse change
in the Company's operations or business. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, and future business decisions,
all of which are difficult or impossible to predict accurately and many of
which are beyond the control of the Company, Although the Company believes
that the assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate and, therefore,
there can be no assurance that the forward-looking information will prove to
be accurate. In light of the significant uncertainties inherent in the
forward-looking information included herein, the inclusion of such
information should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved.
13
<PAGE>
SPORT-HALEY, INC.
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS - NONE
ITEM 2 CHANGES IN SECURITIES - NONE
ITEM 3 DEFAULTS UPON SENIOR SECURITIES - NONE
ITEM 4 SUBMISSION TO MATTERS TO A VOTE OF SECURITY HOLDERS - NONE
ITEM 5 OTHER INFORMATION - NONE
ITEM 6 EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
27 FINANCIAL DATA SCHEDULE
(B) REPORTS ON FORM 8-K - NONE
14
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934,
the Registrant caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SPORT-HALEY, INC.
(Registrant)
Date: February 12, 1997 /s/ Robert G. Tomlinson
------------------------------
Robert G. Tomlinson
Chief Executive Officer
Date: February 12, 1997 /s/ Steve S. Auger
-------------------------------
Steve S. Auger
Chief Accounting Officer
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 4383
<SECURITIES> 0
<RECEIVABLES> 4116
<ALLOWANCES> 83
<INVENTORY> 10992
<CURRENT-ASSETS> 20832
<PP&E> 2912
<DEPRECIATION> 594
<TOTAL-ASSETS> 27255
<CURRENT-LIABILITIES> 2415
<BONDS> 0
0
0
<COMMON> 18952
<OTHER-SE> 5798
<TOTAL-LIABILITY-AND-EQUITY> 27255
<SALES> 11996
<TOTAL-REVENUES> 11996
<CGS> 6902
<TOTAL-COSTS> 6902
<OTHER-EXPENSES> 3148
<LOSS-PROVISION> 54
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2408
<INCOME-TAX> 780
<INCOME-CONTINUING> 1628
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1628
<EPS-PRIMARY> .35
<EPS-DILUTED> .35
</TABLE>
