<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.
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended October 2, 1999
Commission File No. 0-21404
-------
SAFETY 1ST, INC.
(Exact Name of Registrant as specified in its Charter)
Massachusetts 04-2836423
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
210 Boylston Street
Chestnut Hill, Massachusetts 02167
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code:
(617) 964-7744
Indicate by check mark whether the Registrant (1) has filed all reports
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 aggregate number of Registrant's shares outstanding on October 2,
1999 was 8,498,304 shares of Common Stock, $.01 par value.
<PAGE> 2
SAFETY 1ST, INC.
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS AS OF OCTOBER 2, 1999
AND JANUARY 2, 1999 (Unaudited) 3
CONDENSED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED OCTOBER 2, 1999
AND OCTOBER 3, 1998 (unaudited) 4
CONDENSED INCOME STATEMENTS
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999
AND OCTOBER 3, 1998 (Unaudited) 5
STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED OCTOBER 2, 1999
AND OCTOBER 3, 1998 (Unaudited) 6
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (Unaudited) 8
ITEM 3. QUANTITATIVE AND QUALITATIVE MARKET RISK 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 13
SIGNATURES 14
2
<PAGE> 3
SAFETY 1ST, INC.
CONDENSED BALANCE SHEETS
(Unaudited)
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
OCTOBER 2, 1999 JANUARY 2, 1999
--------------- ----------------
<S> <C> <C>
CURRENT ASSETS
Cash $ 694 $ 898
Accounts receivable, less allowance for doubtful accounts
of $300 29,491 22,998
Inventory 21,166 15,941
Prepaid expenses and other assets 2,261 2,550
Deferred income taxes 3,300 3,300
-------- --------
TOTAL CURRENT ASSETS 56,912 45,687
-------- --------
PROPERTY AND EQUIPMENT, AT COST
Molds and tools 19,059 14,936
Computer equipment and software 9,134 2,965
Furniture and fixtures 2,486 2,265
Warehouse equipment 2,381 2,307
Leasehold improvements 1,953 1,858
-------- --------
35,013 24,331
Less - accumulated depreciation and amortization (15,872) (10,938)
-------- --------
NET PROPERTY AND EQUIPMENT 19,141 13,393
-------- --------
OTHER ASSETS
Mold Deposits 2,493 3,131
Software systems in process -- 5,382
Goodwill, net of amortization of $1,072 ($853 in 1998) 6,034 6,267
Patents and trademarks, net of amortization of $678 ($566 in 1998) 1,020 731
Deferred income taxes 4,609 7,816
Deferred financing costs and other assets 1,088 1,328
-------- --------
TOTAL OTHER ASSETS 15,244 24,655
-------- --------
$ 91,297 $ 83,735
======== ========
</TABLE>
SAFETY 1ST, INC.
CONDENSED BALANCE SHEETS - CONTINUED
(Unaudited)
(IN THOUSANDS)
LIABILITIES AND STOCKHOLDERS' EQUITY:
<TABLE>
<CAPTION>
OCTOBER 2, 1999 JANUARY 2, 1999
--------------- ---------------
<S> <C> <C>
CURRENT LIABILITIES
Revolving credit facility $ 29,607 $ 27,054
Accounts payable and accrued liabilities 20,172 19,070
Notes payable and current portion of capital lease obligation 2,805 2,873
-------- --------
TOTAL CURRENT LIABILITIES 52,584 48,997
OTHER LIABILITIES
Long-term debt and long-term capital lease obligation 4,815 6,551
-------- --------
TOTAL LIABILITIES 57,399 55,548
-------- --------
REDEEMABLE PREFERRED STOCK
$1.00 par value, 100,000 shares of preferred stock authorized;
15,000 shares issued and outstanding; liquidation preference 19,260 18,044
STOCKHOLDERS' EQUITY
Common stock, $0.01 par value, 15,000,000 shares authorized,
8,498,304 outstanding 85 72
Additional paid-in capital 40,551 40,524
Accumulated deficit (26,032) (30,360)
Accumulated other comprehensive income (deficit) 34 (93)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 14,638 10,143
-------- --------
$ 91,297 $ 83,735
======== ========
</TABLE>
3
<PAGE> 4
SAFETY 1ST, INC.
CONDENSED INCOME STATEMENTS
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
October 2, 1999 October 3, 1998
--------------- ----------------
<S> <C> <C>
Net Sales 40,848 32,442
Cost of Sales 25,145 20,034
--------- ---------
GROSS PROFIT 15,703 12,408
Selling general and administrative expenses 11,753 9,786
--------- ---------
OPERATING INCOME 3,950 2,622
Interest expense 930 1,066
--------- ---------
INCOME BEFORE INCOME TAXES 3,020 1,556
Income tax expense 1,117 --
--------- ---------
NET INCOME 1,903 1,556
Dividends on redeemable preferred stock 481 560
--------- ---------
Net income available to common shareholders 1,422 996
========= =========
Basic earnings per common share $ 0.17 $ 0.14
========= =========
Diluted earnings per common share $ 0.16 $ 0.12
========= =========
Shares used to compute basic earnings per common share 8,498,000 7,231,000
========= =========
Shares used to compute diluted earnings per common share 9,032,000 8,510,000
========= =========
</TABLE>
The accompanying notes are an integral part of these
Condensed Financial Statements.
4
<PAGE> 5
SAFETY 1ST, INC.
CONDENSED INCOME STATEMENTS
(Unaudited)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
October 2, 1999 October 3, 1998
--------------- ---------------
<S> <C> <C>
Net Sales 120,621 96,330
Cost of Sales 73,799 58,692
--------- ---------
GROSS PROFIT 46,822 37,638
Selling general and administrative expenses 34,387 29,513
--------- ---------
OPERATING INCOME 12,435 8,125
Interest expense 2,865 3,023
--------- ---------
INCOME BEFORE INCOME TAXES 9,570 5,102
Income tax expense 3,545 1,217
--------- ---------
NET INCOME 6,025 3,885
Dividends and accretion on redeemable
preferred stock 1,697 1,627
--------- ---------
Net income available to common shareholders 4,328 2,258
========= =========
Basic earnings per common share 0.57 0.31
========= =========
Diluted earnings per common share 0.49 0.26
========= =========
Shares used to compute basic earnings per common share 7,653,000 7,214,000
========= =========
Shares used to compute diluted earnings per common share 8,790,000 8,649,000
========= =========
</TABLE>
The accompanying notes are an integral part of these
Condensed Financial Statements.
5
<PAGE> 6
SAFETY 1ST, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
(IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
October 2, 1999 October 3, 1998
--------------- ---------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 6,025 3,299
Adjusted to Reconcile Net Income to Net Cash
provided by operating activities:
Depreciation 4,934 3,433
Amortization 646 651
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES
BEFORE CHANGES IN ASSETS AND LIABILITIES: 11,605 7,383
Changes on Assets and Liabilities:
(Increase) Decrease in:
Accounts receivable (6,492) (5,370)
Inventory (5,226) 130
Deferred income taxes 3,207 (133)
Prepaid expenses and other assets 38 (2,961)
Increase in:
Accounts payable and accrued expenses 1,241 3,529
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 4,373 2,578
------- -------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisitions of property and equipment (4,662) (4,662)
Acquisition of patents and trademarks (400) (84)
------- -------
NET CASH USED IN INVESTING ACTIVITIES (5,062) (4,746)
------- -------
CASH FLOW PROVIDED BY FINANCING ACTIVITIES:
Net proceeds on revolving credit facility 2,554 4,605
Payments of Preferred Dividends (481) --
Repayment of long-term note payable (1,875) (2,700)
Proceeds from exercised Stock Options 39 283
Other financing activities 248 (439)
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 485 1,749
------- -------
Net decrease in cash (204) (418)
Cash and Cash Equivalents - Beginning of period 897 838
------- -------
CASH AND CASH EQUIVALENTS - END OF PERIOD 693 420
------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for Interest 2,865 3,022
======= =======
</TABLE>
The accompanying notes are an integral part of these
Condensed Financial Statements
6
<PAGE> 7
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. BASIS OF PRESENTATION
The Company is a developer, marketer and distributor of child safety and
child care, convenience, activity and home security products.
The accompanying unaudited condensed financial statements of the Company
have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") and, in the opinion of the management,
reflect all adjustments (consisting of only normal recurring adjustments)
necessary to present fairly the financial position, results of operations
and cash flows for the periods presented.
Certain information and footnote disclosures included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These condensed financial
statements should be read in conjunction with the audited financial
statements and notes thereto included in the financial statements filed as
part of the Company's Annual Report on Form 10-K filed for the year ended
January 2, 1999.
The results of the operations for the three months and nine months ended
October 2, 1999 are not necessarily indicative of the operating results for
the full year.
Total comprehensive income for the nine months ended October 2, 1999 was
$127 versus comprehensive deficit of $(93) for the year ended January 2,
1999. Total comprehensive income (deficit) includes foreign currency
translation adjustments.
NOTE 2. EXERCISE OF WARRANTS
In July and August 1999 Bear, Stearns and Co, Inc., and BT Capital
Partners, Inc., exercised warrants to purchase 1,267,183 shares of the
Company's common stock at the exercise price of $0.01 per share. This
increased the outstanding shares of common stock to 8,498,304 as of August
13, 1999; note that this had no effect on the computation of diluted
earnings per share since the warrants have been included in the computation
as common stock equivalents in each historical period since July 30, 1997.
NOTE 3. REFINANCING
On October 21, 1999 the Company entered into a new $70 million bank credit
facility. The refinancing, provided by Banque Nationale de Paris (BNP) and
a syndicate of banks, includes a six-year, $35.0 million senior secured
term loan and a five-year, $35.0 million senior secured revolving credit
facility. The new facility replaced the Company's existing credit facility,
and also redeemed the $19.3 million of outstanding preferred stock which
carried a 13.25% after-tax dividend.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Statement of Forward-Looking Information:
The Company may occasionally make forward-looking statements and estimates,
such as forecasts and projections of the Company's future performance or
statements of management's plans and objectives. These forward-looking
statements may be contained in SEC filings, Annual Reports to Shareholders,
Press Releases and oral statements, among others, made by the Company.
Actual results could differ materially from those in such forward-looking
statements. Therefore, no assurances can be given that the results in such
forward-looking statements will be achieved. Important factors that could
cause the Company's actual results to differ from those contained in such
forward-looking statements include, among others, those factors set forth
in Exhibit 99 to the Company's Annual Report on Form 10-K for the year
ended January 2, 1999, and incorporated herein by reference.
Results of Operations:
THREE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998 ($ in thousands)
Net sales for the three months ended October 2, 1999 increased 25.9% to
$40,848 from $32,442 in the comparable period of 1998. The majority of the
increase in net sales is due to sales of new products introduced in 1999,
in addition to increased sales from existing products as the Company
obtained greater distribution of its core product line.
Gross profit for the three months ended October 2, 1999 was $15,703, or
38.4% of net sales, as compared to $12,408, or 38.2% for the three months
ended October 3, 1998. The increase in gross profit percentage was
primarily due to reductions in product costs achieved in the third quarter
of 1999.
Selling, general and administrative expenses increased by $1,967 to
$11,753, or 28.8% of net sales, for the three months ended October 2, 1999
from $9,786, or 30.2% of net sales for the comparable period in 1998. This
increase is primarily attributable to an increase in selling related
expenses caused by the sales increase as well as an increase in payroll and
payroll related costs. The reduction as a percentage of sales is due to the
leveraging of fixed costs over a higher sales base.
As a result of the above factors, operating income for the three months
ended October 2, 1999 was $3,950. The operating income for the comparable
period last year was $2,621. This represents an increase of 50.7%.
Interest expense decreased by $136 to $930 for the three months ended
October 2, 1999 from $1,066 for the three months ended October 3, 1998 due
to lower average costs of borrowing.
NINE MONTHS ENDED OCTOBER 2, 1999 AND OCTOBER 3, 1998 ($ in thousands)
Net sales for the nine months ended October 2, 1999 increased 25.2% to
$120,621 from $96,330 in the comparable period of 1998. The majority of the
increase in net sales is due to sales of new products introduced in 1999,
in addition to increased sales from existing products as the Company
obtained greater distribution of its core product line.
Gross profit for the nine months ended October 2, 1999 was $46,822, or
38.8% of net sales, as compared to $37,639, or 39.1% for the three months
ended October 3, 1998. The decrease was primarily due to product mix as the
percentage of bulk products, which contain lower margins, continues to
increase as a percentage of total sales.
8
<PAGE> 9
Selling, general and administrative expenses increased by $4,874 to
$34,387, or 28.5% of net sales, for the nine months ended October 2, 1999
from $29,513, or 30.6% of net sales for the comparable period in 1998. This
increase is primarily attributable to an increase in selling related
expenses caused by the sales increase as well as an increase in payroll and
payroll related costs. The reduction as a percentage of sales is due to the
leveraging of fixed costs over a higher sales base.
As a result of the above factors, operating income for the nine months
ended October 2, 1999 was $12,435. The operating income for the comparable
period last year was $8,125. This represents an increase of 53.0%.
Interest expense decreased by $158 to $2,865 for the nine months ended
October 2, 1999 from $3,023 for the nine months ended October 3, 1998.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements are for working capital and
capital expenditures. The Company's capital needs are provided by
availability under the Company's term loan and revolving credit facility,
as well as through internally generated funds.
Net cash provided by operations was $4,373 for the nine months ended
October 2, 1999, with the net income generated by the Company being used to
fund increases in accounts receivable and inventory.
Cash flows used in investing activities was $5,062 related to the purchase
of property and equipment, principally molds for new product introductions.
Net cash provided by financing activities was $485.
The Company believes that its cash, together with its current bank facility
will be sufficient to meet its operating and other cash requirements for at
least the next twelve months.
Year 2000
The Year 2000 ("Y2K") problem is a result of computer programs being
written using two digits (rather than four) to define the applicable year.
Any of the Company's programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a major system failure or miscalculation. In addition,
the Company's major customers and vendors must also be Y2K compliant to
ensure that customer orders will be properly processed and that vendors
will be able to supply the Company with inventory per the terms of its
purchase orders. There could be a material disruption in the Company's
business if the computer systems of the Company, its customers or its
vendors are not Y2K compliant.
The Company is addressing the Y2K issue in a three-part approach. The first
task completed was to upgrade the Company's internal computer systems to
become Y2K compliant for recurring transaction processing and financial
record keeping. In January 1999 the Company migrated to a new BaaN computer
system which enables all significant internal systems to be Y2K compliant.
The implementation cost of the system was approximately $5,400,000. The
second issue addressed by the Company was to work with the Company's
customers to ensure that sales orders, particularly those generated via EDI
transmissions, will be able to be processed with the Year 2000 dates. The
Company's major customers are large retailers such as Wal-Mart and Toys
`R Us, who have invested substantial resources related to Year 2000 issues,
and virtually all of the Company's major accounts have been tested for Y2K
processing issues with no significant problems noted to date. The final
issue is to ensure that the Company's vendors will be able to fulfill
purchase orders with Year 2000 dates. The Company uses approximately 10
significant vendors to source the majority of its product, and all of these
vendors (as well as the smaller vendors) are being thoroughly reviewed by
the Company at this time to ensure that they will be Y2K compliant.
9
<PAGE> 10
Based on the work performed to date, the Company believes that there will
be no material disruption in its business resulting from Y2K issues. The
Company is developing contingency plans for both customers and vendors to
increase its readiness for potential issues, which will be completed during
fiscal 1999. The cost to complete these contingency plans is estimated to
be less than $100,000.
10
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE MARKET RISK
For discussion of certain market risks related to the Company, see Part I,
Item 7A "Quantitative and Qualitative Disclosures about Market Risks", in
the Company's Annual Report on Form 10-K for the fiscal year ended January
2, 1999. There have been no significant developments with respects to
derivatives or exposure to market risk.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
The Company encounters personal injury litigation related to its products in the
ordinary course of business. The Company maintains product liability insurance
in amounts deemed adequate by the Company's management. The Company believes
that there are no claims or litigation pending, the outcome of which could have
a material adverse effect on the financial position of the Company.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) The following exhibits are filed as part of this report:
Exhibit Description
11 Statement re Computation of Per Share Earnings
27 Financial Data Schedule
99 Important Factors Regarding Forward-Looking Statements
(included as Exhibit 99 to Registrant's Annual Report on
Form 10-K for the Year ended January 2, 1999, and
incorporated herein by reference)
(b) There were no reports on Form 8-K filed during the three months
ended October 2, 1999.
12
<PAGE> 13
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 hereunto duly authorized.
SAFETY 1ST, INC.
a Massachusetts corporation
Date: November 12, 1999 By: /S/ MICHAEL LERNER
-------------------------------
Michael Lerner
Chief Executive Officer
(Principal Executive Officer)
Date: November 12, 1999 By: /S/ RICHARD E. WENZ
-------------------------------
Richard E. Wenz
President and Chief Operating
Officer
Date: November 12, 1999 By: /S/ JOSEPH S. DRISCOLL
-------------------------------
Joseph S. Driscoll
Chief Financial Officer
13
<PAGE> 1
EXHIBIT 11
SAFETY 1ST, INC.
BASIC AND DILUTED
EARNINGS PER COMMON SHARE
(Unaudited)
(In Thousands, except share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
- ------------------------------------------------------------------------------------------------------------------------------------
October 2, 1999 October 3, 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER COMMON SHARE
Earnings available for common shares $1,421 $996
Basic earnings per common share $0.17 $0.14
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 8,498,000 7,231,000
DILUTED EARNINGS PER COMMON SHARE
Earnings available for common shares and common stock $1,421 $996
equivalent shares deemed to have a dilutive effect
Diluted earnings per common share $0.16 $0.12
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 8,498,000 7,231,000
Common stock equivalents - stock options and warrants 534,000 1,279,000
------------------------------------------------------
TOTAL 9,032,000 8,510,000
======================================================
</TABLE>
The accompanying notes are an integral part of these
Condensed Financial Statements
<PAGE> 2
EXHIBIT 11
SAFETY 1ST, INC.
BASIC AND DILUTED
EARNINGS PER COMMON SHARE
(Unaudited)
(In Thousands, except share data)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
- -----------------------------------------------------------------------------------------------------------------------
October 2, 1999 October 3, 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER COMMON SHARE
Earnings available for common shares $4,328 $2,259
Basic earnings per common share $0.57 $0.31
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 7,653,000 7,214,000
DILUTED EARNINGS PER COMMON SHARE
Earnings available for common shares and common stock $4,328 $2,259
equivalent shares deemed to have a dilutive effect
Diluted earnings per common share $0.49 $0.26
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 7,653,000 7,214,000
Common stock equivalents - stock options and warrants 1,137,000 1,435,000
----------------------------------------------------
TOTAL 8,790,000 8,649,000
====================================================
</TABLE>
The accompanying notes are an integral part of these
Condensed Financial Statements
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM SAFETY 1ST,
INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED OCTOBER 2, 1999 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-04-1999
<PERIOD-END> OCT-02-1999
<EXCHANGE-RATE> 1
<CASH> 694
<SECURITIES> 0
<RECEIVABLES> 29,491
<ALLOWANCES> 1,700
<INVENTORY> 21,166
<CURRENT-ASSETS> 56,912
<PP&E> 35,013
<DEPRECIATION> 15,872
<TOTAL-ASSETS> 91,297
<CURRENT-LIABILITIES> 52,584
<BONDS> 0
0
19,260
<COMMON> 85
<OTHER-SE> 14,553
<TOTAL-LIABILITY-AND-EQUITY> 91,297
<SALES> 40,848
<TOTAL-REVENUES> 40,848
<CGS> 25,145
<TOTAL-COSTS> 25,145
<OTHER-EXPENSES> 11,753
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 930
<INCOME-PRETAX> 3,020
<INCOME-TAX> 1,117
<INCOME-CONTINUING> 1,903
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,422
<EPS-BASIC> .17
<EPS-DILUTED> .16
</TABLE>
