<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the period ended September 30, 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: 000-20931
VENTANA MEDICAL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2976937
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3865 North Business 85705
Center Drive (Zip Code)
Tucson, AZ
(Address of principal executive offices)
Registrant's telephone number, including area code: (520) 887-2155
Not Applicable
(Formal name, former address and former fiscal year, if changed from last
report)
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act 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 ___
Applicable Only to Issuers Involved in Bankruptcy
(Formal name, former address and former fiscal year, if changed from last
report)
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes ___ No ___
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $0.001 par value --- 13,588,335 shares as of October 29, 1999.
<PAGE>
VENTANA MEDICAL SYSTEMS, INC.
INDEX TO FORM 10-Q
------------------
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1999 (Unaudited) and December 31, 1998
Condensed Consolidated Statements of Operations
Three and nine months ended September 30, 1999 and 1998
(Unaudited)
Condensed Consolidated Statements of Cash Flows
Nine months ended September 30, 1999 and 1998 (Unaudited)
Notes to Condensed Consolidated Financial Statements
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 6. Exhibits and Reports on Form 8-K
Signature
2
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------
VENTANA MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
<CAPTION>
September 30, December 31,
ASSETS 1999 1998
(Unaudited) (Note)
------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 971 $ 2,424
Accounts receivable 18,060 16,531
Inventories (Note 2) 11,261 11,009
Other current assets 2,576 1,787
------------- -------------
Total current assets 32,868 31,751
Property and equipment, net 15,692 9,937
Intangibles, net 14,332 14,592
------------- -------------
Total assets $ 62,892 $ 56,280
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,029 $ 3,536
Other current liabilities 6,326 5,053
------------- -------------
Total current liabilities 9,355 8,589
Long term debt 1,764 1,907
Stockholders' equity
Common stock - $.001 par value; 50,000,000 shares
authorized; 13,568,631 and 13,421,819 shares
issued and outstanding at September 30, 1999 and
December 31, 1998, respectively 13 13
Additional Paid-In Capital 80,209 78,716
Accumulated deficit (27,751) (32,152)
Accumulated other comprehensive income (98) (193)
Treasury Stock - 40,000 shares, at cost (600) (600)
------------- -------------
Total stockholders' equity 51,773 45,784
------------- -------------
Total liabilities and stockholders' equity $ 62,892 $ 56,280
============= =============
Note: The consolidated balance sheet at December 31, 1998 has been derived from
the audited financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
See accompanying notes
- ------------------------------------------------------------------------------------------------------
3
</TABLE>
<PAGE>
<TABLE>
VENTANA MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------ ------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Sales:
Instruments $ 4,733 $ 3,047 $ 14,579 $ 10,469
Reagents and other 11,679 8,061 33,780 22,576
----------- ----------- ----------- -----------
Total net sales 16,412 11,108 48,359 33,045
Cost of goods sold 5,148 3,303 14,901 10,233
----------- ----------- ----------- -----------
Gross profit 11,264 7,805 33,458 22,812
Operating expenses:
Research and development 1,696 1,435 5,232 4,026
Selling, general and administrative 7,829 5,699 23,104 16,220
Amortization of intangibles 256 128 767 382
----------- ----------- ----------- -----------
Income from operations 1,483 543 4,355 2,184
Other income 44 594 46 1,066
----------- ----------- ----------- -----------
Pretax income 1,527 1,137 4,401 3,250
Provision for income tax (Note 5) - - - -
----------- ----------- ----------- -----------
Net income $ 1,527 $ 1,137 $ 4,401 $ 3,250
=========== =========== =========== ===========
Net income per share (Note 3)
Basic $ 0.11 $ 0.09 $ 0.33 $ 0.24
=========== =========== =========== ===========
Diluted $ 0.11 $ 0.08 $ 0.30 $ 0.22
=========== =========== =========== ===========
See accompanying notes
4
</TABLE>
<PAGE>
<TABLE>
VENTANA MEDICAL SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
September 30
1999 1998
----------- -----------
<S> <C> <C>
Operating activities:
Net Income $ 4,401 $ 3,250
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,769 1,990
Changes in operating assets and liabilities, net (3,157) (6,301)
----------- -----------
Net cash provided by (used in) operating activities 4,013 (1,061)
Investing activities:
Purchase of property and equipment, net (7,718) (2,113)
Purchase of intangible assets (546) -
----------- -----------
Net cash used in investing activities (8,264) (2,113)
Financing activities:
Issuance of debt 1,400 -
Issuance of stock 1,493 1,835
----------- -----------
Net cash provided by financing activities 2,893 1,835
Effect of exchange rate change on cash (95) (288)
----------- -----------
Net decrease in cash and cash equivalents (1,453) (1,627)
Cash and cash equivalents, beginning of period 2,424 18,902
----------- -----------
Cash and cash equivalents, end of period $ 971 $ 17,275
=========== ===========
See accompanying notes
</TABLE>
5
<PAGE>
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES
The accompanying condensed consolidated financial statements are unaudited. They
have been prepared by the Company pursuant to the rules and regulations of the
Securities and Exchange Commission and are subject to year-end audit by
independent auditors. Certain information and footnote disclosure normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. It is suggested that the condensed consolidated financial
statements be read in conjunction with the financial statements and notes
included in the Company's Annual Report and Form 10-K for the year ended
December 31, 1998.
The information furnished reflects all adjustments which, in the opinion of
management, are necessary for a fair presentation of results for the interim
periods. Such adjustments consisted only of normal recurring items. It should
also be noted that results for the interim periods are not necessarily
indicative of the results expected for the full year or any future period.
The presentation of these consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. INVENTORIES
Inventories consist of the following:
September 30, December 31,
1999 1998
------------- ------------
(in thousands)
Raw material and work-in-process $ 4,910 $ 5,165
Finished goods 6,351 5,844
------------- ------------
$ 11,261 $ 11,009
============= ============
6
<PAGE>
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
3. EARNINGS PER SHARE
The following sets forth the computation of basic and diluted earnings per share
for the periods indicated (in thousands except per share data).
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net income $ 1,527 $ 1,137 $ 4,401 $ 3,250
Weighted average common shares
outstanding, basic 13,520 13,351 13,462 13,301
Add: dilutive stock options and warrants 945 1,391 1,141 1,390
----------- ----------- ----------- -----------
Weighted average common shares
outstanding, diluted 14,465 14,742 14,603 14,691
=========== =========== =========== ===========
Net income per share, basic $ 0.11 $ 0.09 $ 0.33 $ 0.24
=========== =========== =========== ===========
Net income per share, diluted $ 0.11 $ 0.08 $ 0.30 $ 0.22
=========== =========== =========== ===========
</TABLE>
7
<PAGE>
VENTANA MEDICAL SYSTEMS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
4. COMPREHENSIVE INCOME
The components of comprehensive income for the three and nine month periods
ended September 30, 1999 and 1998 are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net income $ 1,527 $ 1,137 $ 4,401 $ 3,250
Foreign currency translation 95 (252) 95 (288)
---------- ---------- ---------- ----------
Comprehensive income $ 1,622 $ 885 $ 4,496 $ 2,962
========== ========== ========== ==========
</TABLE>
Accumulated other comprehensive income consists exclusively of foreign currency
translation adjustments.
5. PROVISION FOR INCOME TAXES
Management believes no provision for income taxes is required in the three or
nine month period ended September 30, 1999 due to the existence of deferred tax
assets not previously recognized.
6. LINE OF CREDIT
The Company, under its revolving line of credit agreement, has $10 million
available, which is subject to renewal on March 31, 2000. At September 30, 1999,
$1.4 million was outstanding under the line of credit. Amounts outstanding bear
interest at the bank's prime rate.
7. OPERATING SEGMENT AND ENTERPRISE DATA
The Company has two reportable segments: United States, and International
(primarily France, Germany, and Japan). Prior to the three months ended
September 30, 1999, the Company had three reportable segments: North America,
Europe, and Japan. Segment information at and for the three and nine months
ended September 30, 1999 and 1998 follows (in thousands):
8
<PAGE>
<TABLE>
<CAPTION>
Three months ended September 30, 1999
-------------------------------------
Elimina-
U.S. International tions Totals
----------------------------------------------------------
<S> <C> <C> <C> <C>
Sales to external customers $ 13,626 $ 2,786 $ - $ 16,412
Segment profit (loss) 1,870 (290) (53) 1,527
Three months ended September 30, 1998
-------------------------------------
Elimina-
U.S. International tions Totals
----------------------------------------------------------
Sales to external customers $ 9,899 $ 1,209 $ - $ 11,108
Segment profit (loss) 1,611 (385) (89) 1,137
Nine months ended September 30, 1999
------------------------------------
Elimina-
U.S. International tions Totals
----------------------------------------------------------
Sales to external customers $ 39,891 $ 8,468 $ - $ 48,359
Segment profit (loss) 5,240 (817) (22) 4,401
Segment assets 74,331 9,871 (21,310) 62,892
Nine months ended September 30, 1998
------------------------------------
Elimina-
U.S. International tions Totals
----------------------------------------------------------
Sales to external customers $ 29,461 $ 3,584 $ - $ 33,045
Segment profit (loss) 4,625 (1,300) (75) 3,250
Segment assets 66,810 6,466 (18,652) 54,624
</TABLE>
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS
The following discussion of the financial condition and results of operations of
Ventana Medical Systems, Inc. ("Ventana" or "the Company") should be read in
conjunction with the Condensed Consolidated Financial Statements and related
Notes thereto included elsewhere in this Form 10-Q. This Report on Form 10-Q
contains certain 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. Actual events or results may differ materially from those anticipated by
such forward-looking statements as a result of the factors described herein and
in the documents incorporated herein by reference.
OVERVIEW
Ventana develops, manufactures and markets proprietary instrument/reagent
systems that automate tissue preparation, IHC tests, special stains ("SS") tests
and IN SITU hybridization ("ISH") tests for the analysis of cells and tissues on
microscope slides.
RESULTS OF OPERATIONS
NET SALES
Net sales for the three and nine months ended September 30, 1999 as compared to
the same periods in 1998 increased 48% and 46% to $16.4 million and $48.4
million from $11.1 million and $33.0 million, respectively. The increase in net
sales was attributable to a 55% and 39% increase in instrument sales for the
three month and nine month periods and a 45% and 50% increase in reagent and
other sales for the three and nine month periods. Instrument sales increased
primarily due to the introduction and growing acceptance of the Special Stain
system and electron microscopy instruments which were not offered by the Company
in the first three quarters of 1998. Reagent revenue continued a strong growth
trend due to a growing installed base, while service revenue also increased due
to the growing number of instruments coming off warranty. Sales increased in the
1999 three and nine month periods compared to the same periods in 1998 in both
geographic segments: 38% and 35% in the U.S. ($13.6 million and $39.9 million
versus $9.9 million and $29.5 million), and 130% and 136% internationally ($2.8
million and $8.5 million versus $1.2 million and $3.6 million).
GROSS PROFIT
Gross profit for the three and nine months ended September 30, 1999 increased to
$11.3 million and $33.5 million, respectively, from $7.8 million and $22.8
million for the same periods in 1998. The Company's gross margin for the three
month period decreased slightly to 69% from 70% in the same period of the prior
year. However, the gross margin of 69% for the nine month period remained
consistent with the same period in the prior year. The slight gross margin
decrease for the three month period is a result of instrument revenue being a
greater percentage of total revenue, as instruments carry lower margins than
reagents.
10
<PAGE>
RESEARCH AND DEVELOPMENT
Research and development expenses were $1.7 million for the three months ended
September 30, 1999 and $5.2 million for the nine months ended September 30,
1999. These amounts represent an 18% increase for the three month period and a
30% increase for the nine month period over the prior year. The increase results
primarily from substantial development work on new products.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A")
Presented below is a summary of SG&A expense for the three and nine months ended
September 30, 1999 and 1998.
<TABLE>
SG&A SUMMARY
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
% % % %
$ Sales $ Sales $ Sales $ Sales
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Sales and marketing $ 6,074 37% $ 4,337 39% $18,454 38% $12,548 38%
Administration 1,755 11% 1,362 12% 4,650 10% 3,672 11%
--------------- --------------- --------------- ---------------
Total SG&A $ 7,829 48% $ 5,699 51% $23,104 48% $16,220 49%
=============== =============== =============== ===============
</TABLE>
SG&A expense for the three and nine months ended September 30, 1999 increased to
$7.8 million and $23.1 million from $5.7 million and $16.2 million for the same
periods of the prior year. SG&A expense as a percentage of net sales decreased
slightly during the respective periods in 1998 and 1999. Total SG&A expenses
increased in absolute terms due primarily to the Company's expanding business
base in Europe and Japan plus costs associated with implementing new
administrative systems and functions.
AMORTIZATION OF INTANGIBLES
Intangible assets consist primarily of goodwill, customer base and developed
technology resulting from acquisitions and patents. Such assets are amortized to
expense over estimated useful lives of 15 to 20 years resulting in quarterly
costs approximating $0.3 million. Additionally, the Company will review the
utility of these assets each quarter to assess their continued value and
recognize any impairment should the Company determine such a condition exists.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999 the Company's principal source of liquidity consisted
of cash and cash equivalents of $1.0 million. The Company also had a $10 million
revolving bank credit facility and $1.4 million outstanding thereunder as of
September 30, 1999. Borrowings under the Company's bank credit facility are
secured by a pledge of substantially all of the Company's assets and bear
interest at the bank's prime rate.
11
<PAGE>
The Company has used a significant portion of its available resources during the
current year for fixed asset expenditures to increase manufacturing capacity,
increase instrument placements with new and existing customers, and enhance its
business application computer hardware and software resources. The Company
anticipates that its remaining capital resources will be used for working
capital and general corporate purposes. Pending such uses, the Company intends
to invest its cash resources in short-term, interest-bearing, investment grade
securities.
During the nine months ended September 30, 1999, net cash used in operations and
investing activities was approximately $4.3 million, versus $3.2 million in the
nine months ended September 30, 1998, primarily due to purchases of property and
equipment.
The Company believes that its existing capital resources, together with cash
generated from product sales and available borrowing capacity under its bank
credit facilities will be sufficient to satisfy its working capital requirements
for the near future. However, the Company may be required to raise additional
capital in the future for long term goals through the issuance of either debt
instruments or equity securities, or both. There is no assurance that such
capital will be available to the extent required or on terms acceptable to the
Company, or at all.
READINESS FOR THE YEAR 2000
The Company is engaged in a company-wide project to prepare its business for the
change in date from the year 1999 to 2000. The Company believes it has completed
its compliance process beyond the deployment and testing phases for
approximately 90 percent of its critical software and hardware systems. With
regard to embedded technology, the Company has completed the remediation and
testing phases for 80 percent of its facilities. The Company has completed its
compliance process for all of its domestic critical systems and anticipates
compliance for all critical systems within its international operations by the
end of November 1999. The Company's target for completing its compliance process
for its non-critical systems is the end of 1999.
All costs and expenses incurred to address the Year 2000 issue are charged
against income on a current basis. The total cost of the project is expected to
be approximately $30,000. These costs include costs of internal employees and
third-party consultants involved in the project and the costs of software and
hardware.
Management's estimates regarding expected completion dates and costs involved in
the Company's Year 2000 project are based upon various assumptions regarding
future events, including the availability of resources, the success of third
parties in addressing their Year 2000 issues, and other factors. While
management believes the Company is addressing the Year 2000 issue, there is no
guarantee that these estimated completion dates and costs will be achieved. In
the event that the estimated completion dates and costs differ materially from
the actual completion dates and costs, such could have a materially adverse
effect on the Company's financial condition and results of operations. In
addition, the Company cannot reasonably estimate the impact of Year 2000 on the
Company if key third parties, including financial institutions, suppliers,
customers, service providers, public utilities and governments, are unsuccessful
in completing their Year 2000 efforts.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
In February 1996 the Company acquired BioTek Solutions, Inc. ("BioTek"). In
January 1997, four individuals who are former BioTek noteholders who held in the
aggregate approximately $1.1 million in principal amount of BioTek notes filed
an action, TSE, ET AL V. VENTANA MEDICAL SYSTEMS, INC., ET AL. No. 97-37,
against the Company and certain of its directors and stockholders in the U.S.
District Court for the District of Delaware. The original Complaint alleges,
among other things, that the Company violated federal and California securities
laws and engaged in common law fraud in connection with the BioTek shareholders'
consent to the February 1996 merger of BioTek into Ventana and the related
conversion of BioTek notes into Ventana notes. Plaintiffs seek substantial
compensatory damages several times in excess of the principal amount of their
BioTek notes, as well as substantial punitive damages, fees and costs. The
Company and two of its directors have filed an answer to the Complaint.
Discovery has commenced and the Court has set a trial date of July 10, 2000.
Based on the facts known to date, the Company believes the claims are without
merit and intends to vigorously contest this suit. After consideration of the
nature of the claims and the facts relating to the merger and the BioTek note
exchange, the Company believes that it has meritorious defenses to the claims
and that resolution of this matter will not have a material adverse effect on
the Company's business, financial condition and results of operations; however,
the results of the proceedings are uncertain and there can be no assurance to
that effect.
On April 16, 1999, a Ventana shareholder, Nelson Leung, who is related to the
plaintiffs in the securities action discussed in the preceding paragraph filed
suit in Chancery Court of the State of Delaware against the Company and certain
of its former and present directors and officers arising out of the BioTek
acquisition. The company alleges derivative claims for, inter alia, breach of
the duty of good faith and waste and purported class claims for breach contract
and breach of the fiduciary duty of disclosure. Many of these claims are similar
to those asserted in the Tse suit. The suit seeks class action status for the
BioTek shareholders. In July of 1999, the Company and the director defendants
filed a motion to dismiss and an alternative motion to stay the action, which
was heard by the Court of Chancery on October 18, 1999. The Court has yet to
rule on those motions. Based on the facts known to date, the Company believes
the claims are without merit and intends to vigorously contest this suit. After
consideration of the nature of the claims and the facts relating to the merger
and the BioTek note exchange, the Company believes that it has meritorious
defenses to the claims. Because the results of the proceedings are uncertain;
however, there can be no guarantee that resolution of this matter will not have
a material adverse effect on the Company's business, financial condition and
results of operations.
In May 1998 a lawsuit was filed by a former employee against the Company
alleging sexual discrimination and associated claims. The Company has filed an
answer to the Complaint and awaits a trial date in November of 1999.
Other than the foregoing proceedings, the Company is not a party to any material
pending litigation.
13
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27.1 Financial Data Schedule.
(b) Reports on Form 8-K.
No reports were filed on Form 8-K during the quarter ended
September 30, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Ventana Medical Systems, Inc.
Date: November 3, 1999 By: /s/ Jay Meridew
-----------------------------
Jay Meridew
Vice President of Finance
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 971
<SECURITIES> 0
<RECEIVABLES> 18620
<ALLOWANCES> 560
<INVENTORY> 11261
<CURRENT-ASSETS> 32868
<PP&E> 23158
<DEPRECIATION> 7466
<TOTAL-ASSETS> 62892
<CURRENT-LIABILITIES> 9355
<BONDS> 0
0
0
<COMMON> 13
<OTHER-SE> 51760
<TOTAL-LIABILITY-AND-EQUITY> 62892
<SALES> 48359
<TOTAL-REVENUES> 48359
<CGS> 14901
<TOTAL-COSTS> 14901
<OTHER-EXPENSES> 29103
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 136
<INCOME-PRETAX> 4401
<INCOME-TAX> 0
<INCOME-CONTINUING> 4401
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4401
<EPS-BASIC> .33
<EPS-DILUTED> .30
</TABLE>
