<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period to
------ ------
Commission file number 1-4987
SL INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
NEW JERSEY 21-0682685
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
520 FELLOWSHIP ROAD, SUITE 306C, MT. LAUREL, NJ 08054
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: 609-727-1500
<TABLE>
<S> <C>
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common stock, $.20 par value New York Stock Exchange
Philadelphia Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
------ -----
The number of shares of common stock outstanding as of December 1,
1995, was 5,703,430.
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
SL INDUSTRIES, INC.
Consolidated Balance Sheets
<TABLE>
<CAPTION>
October 31, July 31,
1995 1995
------------- -------------
(Unaudited) *
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . $ --- $ 577,000
Receivables, less allowances
of $2,153,000 and $1,820,000, respectively . . . . . . . . . . 14,708,000 12,442,000
Inventories (Note 2) . . . . . . . . . . . . . . . . . . . . . . 20,494,000 20,622,000
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 1,150,000 890,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . 2,851,000 2,457,000
----------- -----------
Total current assets . . . . . . . . . . . . . . . . . . . . 39,203,000 36,988,000
----------- -----------
Property, plant and equipment,
less accumulated depreciation of
$12,969,000 and $12,468,000, respectively . . . . . . . . . . . . 10,120,000 10,173,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 595,000 551,000
Cash surrender value of life insurance policies . . . . . . . . . . 6,747,000 6,595,000
Intangible assets, less accumulated amortization of
$929,000 and $782,000, respectively . . . . . . . . . . . . . . . 7,429,000 7,468,000
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 370,000 381,000
----------- -----------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . $64,464,000 $62,156,000
=========== ===========
LIABILITIES
Current liabilities:
Long-term debt due within one year . . . . . . . . . . . . . . . $ 187,000 $ 187,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 6,549,000 5,658,000
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . 1,386,000 1,140,000
Accrued liabilities:
Payroll and other related costs . . . . . . . . . . . . . . . . 3,878,000 3,938,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,646,000 4,136,000
----------- -----------
Total current liabilities . . . . . . . . . . . . . . . . . 16,646,000 15,059,000
----------- -----------
Long-term debt less portion due within one year . . . . . . . . . . 17,320,000 17,373,000
Deferred compensation and supplemental retirement benefits . . . . 3,438,000 3,322,000
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 1,402,000 1,472,000
----------- -----------
Total liabilities . . . . . . . . . . . . . . . . . . . . . $38,806,000 $37,226,000
----------- -----------
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock, no par value; authorized, 6,000,000 shares;
none issued . . . . . . . . . . . . . . . . . . . . . . . . . . . $ --- $ ---
Common stock, $.20 par value; authorized, 25,000,000 shares;
issued, 7,805,000 and 7,773,000 shares, respectively. . . . . . . 1,561,000 1,555,000
Capital in excess of par value . . . . . . . . . . . . . . . . . . 33,871,000 33,735,000
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . (372,000) (958,000)
Treasury stock at cost, 2,141,000 and 2,141,000 shares,
respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . (9,402,000) (9,402,000)
----------- -----------
Total shareholders' equity . . . . . . . . . . . . . . . . . 25,658,000 24,930,000
----------- -----------
Total liabilities & shareholders' equity . . . . . . . . . . $64,464,000 $62,156,000
=========== ===========
</TABLE>
*Condensed from audited financial statements.
See accompanying notes to consolidated financial statements.
<PAGE> 3
SL INDUSTRIES, INC.
Consolidated Statements of Earnings
<TABLE>
<CAPTION>
Three Months Ended
October 31,
1995 1994
----------- -----------
(Unaudited) *
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . . . . . . . . . $28,939,000 $20,428,000
----------- -----------
Cost and expenses:
Cost of products sold . . . . . . . . . . . . . . . . . 18,978,000 13,608,000
Engineering and product development expenses . . . . . 1,072,000 694,000
Selling, general and administrative expenses . . . . . 6,817,000 4,661,000
Depreciation and amortization . . . . . . . . . . . . . 663,000 482,000
----------- -----------
Total cost and expenses . . . . . . . . . . . . . . . . . 27,530,000 19,445,000
----------- -----------
Income from operations . . . . . . . . . . . . . . . . . 1,409,000 983,000
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . 47,000 2,000
Interest expense . . . . . . . . . . . . . . . . . . . (296,000) (174,000)
----------- -----------
Income before income taxes . . . . . . . . . . . . . . . 1,160,000 811,000
Provision for federal and state income taxes. . . . . . . 403,000 294,000
----------- -----------
Net income . . . . . . . . . . . . . . . . . . . . . . . $ 757,000 $ 517,000
=========== ===========
Net income per common share . . . . . . . . . . . . . . . $ 0.13 $ 0.09
=========== ===========
Weighted average shares outstanding . . . . . . . . . . . 5,654,000 6,005,000
Cash dividend per share . . . . . . . . . . . . . . . . . $.03 $.03
</TABLE>
* Reclassified to conform with current year's presentation.
See accompanying notes to consolidated financial statements.
<PAGE> 4
SL INDUSTRIES, INC.
Consolidated Statements Of Cash Flows
<TABLE>
<CAPTION>
Three Months Ended
October 31,
1995 1994
------------- -------------
(Unaudited) *
<S> <C> <C>
OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 757,000 $ 517,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 491,000 398,000
Amortization of intangible assets and deferred charges . . . . . . . 172,000 84,000
Provisions for losses on accounts receivable . . . . . . . . . . . . 37,000 17,000
Additions to deferred charges and other assets . . . . . . . . . . . (107,000) (6,000)
Cash surrender value of life insurance premiums . . . . . . . . . . (152,000) (232,000)
Supplemental retirement benefits . . . . . . . . . . . . . . . . . . 232,000 142,000
Deferred compensation cash payments . . . . . . . . . . . . . . . . (112,000) (112,000)
Increase in deferred income taxes . . . . . . . . . . . . . . . . . (438,000) ---
Gain on the sale of equipment . . . . . . . . . . . . . . . . . . . (16,000) (1,000)
Cash dividends declared, but not paid . . . . . . . . . . . . . . . (170,000) (180,000)
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . .(2,303,000) 117,000
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,000 81,000
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . (260,000) (311,000)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . 891,000 (489,000)
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . 376,000 (563,000)
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 246,000 (7,000)
----------- -----------
NET CASH USED IN OPERATING ACTIVITIES . . . . $ (228,000) $ (545,000)
----------- -----------
INVESTING ACTIVITIES:
Proceeds from sales of equipment . . . . . . . . . . . . . . . . . . . . 18,000 7,000
Purchases of property, plant and equipment . . . . . . . . . . . . . . . (456,000) (346,000)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES . . . . $ (438,000) $ (339,000)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . --- 1,100,000
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . (53,000) (453,000)
Proceeds from stock options exercised . . . . . . . . . . . . . . . . . 142,000 40,000
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES . . . . . $ 89,000 $ 687,000
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS . . . . . . (577,000) (197,000)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR . . . . . . . . . . . . . . 577,000 197,000
----------- -----------
CASH AND CASH EQUIVALENTS AT OCTOBER 31, . . . . . $ 0 $ 0
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $282,000 $170,000
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $583,000 $251,000
</TABLE>
*Contains reclassifications to conform with current year's presentation.
See accompanying notes to consolidated financial statements.
<PAGE> 5
SL INDUSTRIES, INC.
Notes to Consolidated Financial Statements
1. In the opinion of the Registrant, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting
of only normal recurring accruals) and reclassifications necessary to
present fairly the financial position as of October 31, 1995, and
July 31, 1995, the results of operations for the three-month periods
ended October 31, 1995 and 1994, and the cash flows for the
three-month periods ended October 31, 1995 and 1994.
2. Inventories at October 31, 1995, and July 31, 1995, were as
follows:
<TABLE>
<CAPTION>
October 31, July 31,
1995 1995
----------- -----------
<S> <C> <C>
Raw materials $10,031,000 $ 9,060,000
Work in process 4,126,000 3,259,000
Finished goods 6,337,000 8,303,000
----------- -----------
$20,494,000 $20,622,000
=========== ===========
</TABLE>
3. These statements should be read in conjunction with the
financial statements and notes thereto included in the Company's
Annual Report To Shareholders and Form 10-K for the year ended July
31, 1995.
<PAGE> 6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Principal uses of cash during the first three months of fiscal 1996
were $228,000 by operating activities and $438,000 by investing
activities, while financing activities provided cash of $89,000. The
net cash used by investing activities was primarily for purchases of
manufacturing equipment.
The Registrant's borrowing capacity at October 31, 1995, remained
above its use of outside financing. As of October 31, 1995, the
Registrant had $4,703,000 available under its $22,000,000 Revolving
Credit Agreement since $297,000 was allocated to outstanding trade
letters of credit, $6,300,000 utilized to purchase substantially all
of the assets of Teal Electronics Corporation on May 8, 1995,
$7,100,000 utilized to purchase all of the stock of Condor D.C. Power
Supplies, Inc., and all of the assets of Electronica Condor de
Mexico, S.A. de C.V., on February 16, 1993, $1,570,000 utilized for
working capital requirements and $2,030,000 utilized to purchase
507,361 shares of common stock held by two former directors, Wilmer
J. Thomas, Jr. and Martin Solomon. The available credit facility is
subject to commitment fees, but not compensating balances. In
addition, the Agreement contains limitations on borrowings and their
use, restricts the payment of cash dividends to $600,000 per fiscal
year, requires maintenance of specified ratios, with all of which the
Registrant is in compliance, and has a maturity date of December 31,
1997. Also, as of October 31, 1995, the Registrant had $6,747,000
available from the cash surrender value of its life insurance
policies.
During the three-month period ended October 31, 1995, the ratio of
current assets to current liabilities decreased slightly from 2.5 to
1 to 2.4 to 1, primarily because of an 11% increase in current
liabilities, as compared to a 6% increase in current assets.
Capital expenditures for the three-month period ended October 31,
1995, amounted to $456,000 and, as mentioned above, were primarily
for purchases of manufacturing equipment. The Registrant anticipates
that future commitments for additional capital expenditures will be
funded primarily by cash generated by operations and, to the extent
necessary, the utilization of borrowings under its Revolving Credit
Agreement.
The Registrant is not aware of any demands, commitments or
uncertainties in the normal course which are likely to impair its
ability to generate or borrow adequate amounts of cash to
<PAGE> 7
meet its future needs, which include payment of dividends, capital
expenditures and expenditures for working capital requirements.
Results of Operations
FISCAL 1996 COMPARED TO FISCAL 1995
Consolidated net sales for the three-month period ended October 31,
1995, increased 42%, as compared to the net sales realized during the
corresponding period a year ago. This increase came primarily from
companies within the Power and Data Quality segment, where continued
growth was realized. In addition the increase included the
contribution made by Teal Electronics Corporation ("Teal"), which was
acquired in May 1995. An analysis of net sales by business segment
for the three-month period ended October 31, 1995, as compared to the
same period of the prior year, is as follows:
Power and Data Quality Segment -
For the three-month period, net sales for the Power and Data Quality
segment increased 55%, when compared to net sales of the prior year.
If Teal's net sales were excluded from the three-month period, an
increase of 34% would have been realized. For the three-month
period, sales of surge protection and uninterruptible power supplies
increased primarily as a result of increased market share and the
sales of new products, sales of standard and custom AC-DC power
supplies increased primarily as a result of new customer programs and
increased demand and sales of precision motor products increased
primarily as a result of increased volume.
Specialty Products Segment -
For the three-month period, net sales for the Specialty Products
segment decreased 3%, when compared to net sales reported for the
preceding year. If SL LUBE/systems, Inc.'s ("LUBE") net sales were
excluded from the prior periods three-month results, net sales
increased 6%, as compared to the same period last year. For the
three-month period, sales of aviation and industrial igniters and
pipe fabrication products increased. These increases were primarily
demand related. Sales of chrome plating services decreased primarily
due to corrugated paper machinery manufacturers switching to
alternative coatings. This was partially offset by sales of chrome
plating services using "NUchrome(TM)", which is an improved chrome
plating product and process.
COST OF SALES
Cost of sales for the three-month period increased 40%, as
compared to last year. If Teal's and LUBE's results were excluded
from the three-month periods, cost of sales for the
<PAGE> 8
three-month period increased 27%, as compared to last year.
This increase was primarily related to increased volume. As a
percentage of net sales, cost of sales for the three-month period was
66%, as compared to 67% for the corresponding period a year ago.
Again, if Teal's and LUBE's results were excluded, cost of sales, as a
percentage of net sales, was 67% for both years. As a percentage of
net sales, cost reduction efforts and improved efficiencies within the
Power and Data Quality segment were offset by unfavorable product mix
and higher manufacturing costs within the Specialty Products segment,
primarily those associated with the development of "NUchrome(TM)".
ENGINEERING AND PRODUCT DEVELOPMENT EXPENSES
For the three-month period, engineering and product development
expenses increased 55%, as compared to the same period last year. If
Teal's and LUBE's results were excluded from the three-month periods,
engineering and product development expenses increased 26%, as
compared to the same period last year. These increases were
primarily related to the development of new products within the Power
and Data Quality segment. As a percentage of net sales, engineering
and product development expenses were 4%, as compared to 3%, last
year. Again, if Teal's and LUBE's results were excluded, engineering
and product development expenses, as a percentage of net sales, were
3%, as compared to 4% for the corresponding period a year ago.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
For the three-month period, selling, general and administrative
expenses increased 46%, as compared to last year. If Teal's and
LUBE's results were excluded from the three-month periods, selling,
general and administrative expenses increased 38%, as compared to the
same period last year. These increases were primarily related to
increased volume and increased marketing expenses. As a percentage
of net sales, selling, general and administrative expenses, even if
Teal and LUBE are excluded, were 24%, as compared to 23%, last year.
This increase was primarily related to increased marketing expenses.
DEPRECIATION AND AMORTIZATION EXPENSE
Depreciation and amortization expense for the three-month period
increased 38%, as compared to last year. The increase is primarily
related to the acquisition of Teal and includes the amortization of
goodwill and trademarks. If you exclude the depreciation and
amortization expense related to the addition of Teal, the expense for
the three-month period increased 10%, as compared to last year.
<PAGE> 9
INTEREST
Interest income for the three-month period increased $45,000 as
compared to last year. This increase included a nonrecurring item in
the amount of $31,000. The remaining increase was a result of
additional cash available for investment at higher interest rates, as
compared to the same three-month period a year ago. Interest expense
for the three-month period increased 70%, as compared to last year.
This increase resulted primarily from the utilization of our
revolving line of credit for the acquisition of Teal, as well as from
increased interest rates.
TAXES
The effective tax rate for the three-month period was 35%, as
compared to 36%, a year ago.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The regular annual meeting of shareholders of the Registrant was held
on November 17, 1995. The meeting was held to elect seven directors
to serve for one year, to vote on an amendment to the 1991 Long Term
Incentive Plan, to approve the appointment of a certified public
accounting firm to serve as auditors for fiscal year 1996, and to
vote on a shareholder proposal restricting the selection of
directors.
The votes cast for all nominees were as follows:
<TABLE>
<CAPTION>
Name For
--------------------- ---------
<S> <C>
Baumgardner, J. Dwane 4,279,580
Farren, Owen 4,280,417
Gaugler, Edward A. 4,282,346
Hornig, George R. 4,169,382
Litchtenstein, Warren 4,169,977
Nuzzo, Salvatore J. 4,279,619
Sanator, Robert J. 4,281,649
</TABLE>
All of the above nominees for the board of directors were elected.
<PAGE> 10
<TABLE>
<CAPTION>
The votes cast for and against approving the amendment to the Long Term Incentive Plan were as follows:
<S> <C> <C> <C> <C> <C>
For 2,034,206 Against 1,070,053 Abstain 124,750
</TABLE>
The amendment to the Long Term Incentive Plan was approved, since this
proposal received the required affirmative vote of a majority of the votes
cast at the annual meeting.
<TABLE>
<CAPTION>
The votes cast for and against approving the appointment of Arthur Andersen LLP as auditors for fiscal year 1996 were as
follows:
<S> <C> <C> <C> <C> <C>
For 4,704,011 Against 22,469 Abstain 43,127
</TABLE>
The appointment of Arthur Andersen LLP as auditors was approved, since
this proposal received the required affirmative vote of a majority of the
votes cast at the annual meeting.
<TABLE>
<CAPTION>
The votes cast for and against the proposal to restrict the election of directors were as follows:
<S> <C> <C> <C> <C> <C>
For 657,321 Against 2,176,252 Abstain 395,135
</TABLE>
The proposal to restrict the election of directors was not approved, since
this proposal did not received the required affirmative vote of a majority
of the votes cast at the annual meeting.
Item 6. Exhibits and Reports on Form 8-K
The Registrant did not file any reports on Form 8-K during the quarter
ended October 31, 1995.
<PAGE> 11
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.
SL INDUSTRIES, INC.
-------------------
Registrant
Dated: December 11, 1995 Owen Farren
----------------- -----------------------
Owen Farren
President and
Chief Executive Officer
Dated: December 8, 1995 James E. Morris
---------------- -----------------------
James E. Morris
Vice President,
Corporate Controller,
Treasurer and Secretary
<PAGE> 12
INDEX TO EXHIBITS
The exhibit number, description and sequential page number in the original
copy of this document where exhibits can be found follows:
<TABLE>
<CAPTION>
Exhibit Description Page
------- ------------------------ ----
<S> <C> <C>
11 Statement Re Computation 13
of Per Share Earnings
27 Financial Data Schedule 14
</TABLE>
<PAGE> 1
EXHIBIT 11
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three-Months Ended
October 31,
1995 1994
-------- --------
(Unaudited)
<S> <C> <C>
EARNINGS
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $757 $517
==== ====
- - ----------------------------------------------------------------------------------------------
SHARES
Weighted average number of common shares outstanding . . . . 5,654 6,005
Add: shares of common stock equivalents . . . . . . . . . . 232 55
----- -----
Weighted average number of common shares used in
primary earnings per share calculation . . . . . . . . . . 5,886 6,060
Add: incremental shares of common stock equivalents . . . . 30 22
----- -----
Weighted average number of common shares used in fully
diluted earnings per share calculation . . . . . . . . . . 5,916 6,082
===== =====
- - ----------------------------------------------------------------------------------------------
PRIMARY EARNINGS PER SHARE
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $0.13 $0.09
===== =====
- - ----------------------------------------------------------------------------------------------
FULLY DILUTED EARINGS PER SHARE
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $0.13 $0.09
===== =====
- - ----------------------------------------------------------------------------------------------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
STATEMENT OF EARNINGS, CONSOLIDATED BALANCE SHEETS, CONSOLIDATED
STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FORM 10-Q - QUARTER ENDED OCT. 31, 1995
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1995
<PERIOD-START> AUG-01-1995
<PERIOD-END> OCT-31-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 16,861
<ALLOWANCES> 2,153
<INVENTORY> 20,494
<CURRENT-ASSETS> 39,203
<PP&E> 23,089
<DEPRECIATION> 12,969
<TOTAL-ASSETS> 64,464
<CURRENT-LIABILITIES> 16,646
<BONDS> 0
<COMMON> 1,561
0
0
<OTHER-SE> 24,097
<TOTAL-LIABILITY-AND-EQUITY> 64,464
<SALES> 28,939
<TOTAL-REVENUES> 28,939
<CGS> 18,978
<TOTAL-COSTS> 27,530
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 37
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,160
<INCOME-TAX> 403
<INCOME-CONTINUING> 757
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 757
<EPS-PRIMARY> .13
<EPS-DILUTED> 0
</TABLE>
