<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 July 3, 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 August 13, 1999 was
8,498,304 shares of Common Stock, $.01 par value.
<PAGE> 2
SAFETY 1ST, INC.
INDEX
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<S> <C> <C> <C>
CONDENSED BALANCE SHEETS AS OF JULY 3, 1999
AND JANUARY 2, 1999 (Unaudited) 3
CONDENSED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED JULY 3, 1999
AND JULY 4, 1998 (Unaudited) 4
CONDENSED INCOME STATEMENTS
FOR THE SIX MONTHS ENDED JULY 3, 1999
AND JULY 4, 1998 (Unaudited) 5
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JULY 3, 1999
AND JULY 4, 1998 (Unaudited) 6
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited) 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 8
ITEM 3. QUANTITATIVE AND QUALITATIVE MARKET RISK 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 12
</TABLE>
2
<PAGE> 3
SAFETY 1ST, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
JULY 3, 1999 JANUARY 2, 1999
------------ ---------------
CURRENT ASSETS
<S> <C> <C>
Cash $ 387 $ 898
Accounts receivable, less allowance for doubtful accounts
of $1,700 33,214 22,998
Inventory 19,691 15,941
Prepaid expenses and other assets 2,096 2,550
Deferred income taxes 3,300 3,300
-------- --------
Total Current Assets 58,688 45,687
-------- --------
PROPERTY AND EQUIPMENT, AT COST
Molds and tools 18,778 14,936
Computer equipment and software 8,644 2,965
Furniture and fixtures 2,399 2,265
Warehouse equipment 2,327 2,307
Leasehold improvements 1,881 1,858
-------- --------
34,029 24,331
Less - accumulated depreciation and amortization (14,124) (10,938)
-------- --------
Net property and equipment 19,905 13,393
-------- --------
OTHER ASSETS
Mold Deposits 1,272 3,131
Software systems in process -- 5,382
Goodwill, net of amortization of $926 ($853 in 1998) 6,109 6,267
Patents and trademarks, net of amortization of $598 ($566 in 1998) 899 731
Deferred income taxes 5,634 7,816
Deferred financing costs and other assets 1,123 1,328
-------- --------
Total Other Assets 15,037 24,655
-------- --------
$ 93,630 $ 83,735
======== ========
</TABLE>
SAFETY 1ST, INC.
CONDENSED BALANCE SHEETS - CONTINUED
(UNAUDITED)
(IN THOUSANDS)
LIABILITIES AND STOCKHOLDERS' EQUITY:
<TABLE>
<CAPTION>
JULY 3, 1999 JANUARY 2, 1999
------------ ---------------
CURRENT LIABILITIES
<S> <C> <C>
Revolving credit facility $ 29,562 $ 27,054
Accounts payable and accrued liabilities 23,761 19,070
Notes payable and current portion of capital lease obligation 2,742 2,873
-------- --------
TOTAL CURRENT LIABILITIES 56,065 48,997
OTHER LIABILITIES
Long-term debt and long-term capital lease obligation 5,190 6,551
-------- --------
TOTAL LIABILITIES 61,255 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,
7,231,122 outstanding 72 72
Additional paid-in capital 40,524 40,524
Accumulated deficit (27,454) (30,360)
Accumulated other comprehensive deficit (27) (93)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 13,115 10,143
-------- --------
$ 93,630 $ 83,735
======== ========
</TABLE>
3
<PAGE> 4
SAFETY 1ST, INC.
CONDENSED INCOME STATEMENTS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JULY 3, 1999 JULY 4, 1998
------------ ------------
<S> <C> <C>
Net Sales 39,938 32,952
Cost of Sales 24,344 20,063
--------- ---------
GROSS PROFIT 15,594 12,889
Selling general and administrative expenses 11,031 9,797
--------- ---------
OPERATING INCOME 4,563 3,092
Interest expense 965 1,033
--------- ---------
INCOME BEFORE INCOME TAXES 3,598 2,059
Income tax expense 1,335 667
--------- ---------
NET INCOME 2,263 1,392
Dividends on redeemable preferred stock 618 542
--------- ---------
Net income available to common shareholders 1,645 850
========= =========
Basic earnings per common share $ 0.23 $ 0.12
========= =========
Diluted earnings per common share $ 0.19 $ 0.10
========= =========
Shares used to compute basic earnings per common share 7,231,000 7,222,000
========= =========
Shares used to compute diluted earnings per common share 8,833,000 8,819,000
========= =========
</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>
SIX MONTHS ENDED
JULY 3, 1999 JULY 4, 1998
------------ ------------
<S> <C> <C>
Net Sales 79,773 63,888
Cost of Sales 48,654 38,657
--------- ---------
GROSS PROFIT 31,119 25,231
Selling general and administrative expenses 22,634 19,727
--------- ---------
OPERATING INCOME 8,485 5,504
Interest expense 1,935 1,957
--------- ---------
INCOME BEFORE INCOME TAXES 6,550 3,547
Income tax expense 2,428 1,217
--------- ---------
NET INCOME 4,122 2,330
Dividends and accretion on redeemable
preferred stock 1,215 1,067
--------- ---------
Net income available to common shareholders 2,907 1,263
========= =========
Basic earnings per common share 0.40 0.18
========= =========
Diluted earnings per common share 0.34 0.14
========= =========
Shares used to compute basic earnings per common share 7,231,000 7,205,000
========= =========
Shares used to compute diluted earnings per common share 8,670,000 8,733,000
========= =========
</TABLE>
The accompanying notes are an integral part of these
Condensed Financial Statements.
5
<PAGE> 6
SAFETY 1ST, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 3, 1999 JULY 4, 1998
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income 4,122 2,330
Adjusted to Reconcile Net Income to Net Cash
used in operating activities:
Depreciation 3,218 1,807
Amortization 427 378
------- -----
NET CASH PROVIDED BY OPERATING ACTIVITIES
BEFORE CHANGES IN ASSETS AND LIABILITIES: 7,767 4,515
Changes on Assets and Liabilities:
(Increase) Decrease in:
Accounts receivable (10,216) (4,854)
Inventory (3,750) (3,717)
Prepaid expenses and other assets 225 (1,800)
Increase in:
Accounts payable and accrued expenses 6,961 7,126
------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 987 1,270
------- ------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Acquisitions of property and equipment (2,456) (2,302)
Acquisition of patents and trademarks (238) (50)
------- ------
NET CASH USED IN INVESTING ACTIVITIES (2,694) (2,352)
------- ------
CASH FLOW PROVIDED BY FINANCING ACTIVITIES:
Net proceeds on revolving credit facility 2,508 2,886
Repayment of long-term note payable (1,250) (2,157)
Proceeds from exercised Stock Options -- 285
Principal payments under capital lease obligation and other financing activities (61) (187)
------- ------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,197 827
------- ------
Net decrease in cash (510) (255)
Cash and Cash Equivalents - Beginning of period 897 839
------- ------
CASH AND CASH EQUIVALENTS - END OF PERIOD 387 584
------- ------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for Interest 1,935 1,957
======= ======
</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, and activity 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 six months ended
July 3, 1999 are not necessarily indicative of the operating results for
the full year.
Total comprehensive income for the six months ended July 3, 1999 was $66,
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 $.01 per share. This
increased the outstanding shares of common stock to 8,498,304 as of August
13, 1999; note that this has no effect on the computation of diluted
earnings per common share since the warrants have been included in the
computation as common stock equivalents in each historical period since
July 30, 1997.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Statement of Forward-Looking Information:
The Company may occasionally make forward-looking statements and
estimates, such as forecasts and projections of the Company's future
performance or statements of management's plans and objectives. These
forward-looking statements may be contained in SEC filings, Annual
Reports to Shareholders, Press Releases and oral statements, among
others, made by the Company. Actual results could differ materially
from those in such forward-looking statements. Therefore, no
assurances can be given that the results in such forward-looking
statements will be achieved. Important factors that could cause the
Company's actual results to differ from those contained in such
forward-looking statements include, among others, those factors set
forth in Exhibit 99 to the Company's Annual Report on Form 10-K for
the year ended January 2, 1999, and incorporated herein by reference.
Results of Operations:
THREE MONTHS ENDED JULY 3, 1999 AND JULY 4, 1998 ($ in thousands)
Net sales for the three months ended July 3, 1999 increased 21.2% to
$39,938 from $32,952 in the comparable period of 1998. The majority of
the increase in net sales was due to continued increases of core
products as the Company obtained greater distribution of its product
line plus increased sales of new products introduced in 1999.
Gross profit for the three months ended July 3, 1999 was $15,594, or
39.0% of net sales, as compared to $12,889, or 39.1% for the three
months ended July 4, 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.
Selling, general and administrative expenses increased by $1,234 to
$11,031, or 27.6% of net sales, for the three months ended July 3,
1999 from $9,797, or 29.7% of net sales for the comparable period in
1998. This increase was 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 was due to the leveraging of fixed costs over a
higher sales base, in addition to increased efficiencies at the
Company's distribution center.
As a result of the above factors, operating income for the three
months ended July 3, 1999 was $4,563. The operating income for the
comparable period last year was $3,092. This represents an increase of
47.6%.
Interest expense decreased by $68 to $965 for the three months ended
July 3, 1999 from $1,033 for the three months ended July 4, 1998.
SIX MONTHS ENDED JULY 3, 1999 AND JULY 4, 1998 ($ in thousands)
Net sales for the six months ended July 3, 1999 increased 24.9% to
$79,773 from $63,888 in the comparable period of 1998. The increase
was the result of sales of new product introductions in 1999 as well
as increased sales of core products as the Company obtained greater
distribution of its product line.
Gross profit for the six months ended July 3, 1999 was $31,119, or
39.0% of net sales, as compared to $25,231, or 39.5% for the six
months ended July 4, 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.
Selling, general and administrative expenses increased by $2,907 to
$22,634, or 28.3% of net sales, for the six months ended July 3, 1999
from $19,727, or 30.9% of net sales for the comparable period in 1998.
This increase was primarily attributable to an increase in selling
related expenses caused by the sales increase as
8
<PAGE> 9
well as an increase in payroll and payroll related costs. The
reduction as a percentage of sales was due to the leveraging of fixed
costs over a higher sales base, in addition to increased efficiencies
at the Company's distribution center.
As a result of the above factors, operating income for the six months
ended July 3, 1999 was $8,485. The operating income for the
comparable period last year was $5,504. This represents an increase of
54.2%.
Interest expense decreased by $22 to $1,935 for the six months ended
July 3, 1999 from $1,957 for the three months ended July 4, 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 $987 for the first six months
ended July 3, 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 $2,694 related to the
purchase of property and equipment, principally molds for new product
introductions. Net cash provided by financing activities was $1,197,
primarily related to borrowings from the Company's revolving credit
facility of $2,508 coupled with principal term loan repayments of
$1,250.
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 miscalculationsl.
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 this 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 Year 2000 dates. The Company's major
customers are large retailers such as Walmart and Toys 'R Us, who have
invested substantial resources relating 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.
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.
9
<PAGE> 10
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 respect to derivatives or exposure to market risk.
10
<PAGE> 11
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
July 3, 1999.
11
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SAFETY 1ST, INC.
a Massachusetts corporation
Date: August 16, 1999 By: /S/ MICHAEL LERNER
----------------------------------
Michael Lerner
Chief Executive Officer
(Principal Executive Officer)
Date: August 16, 1999 By: /S/ RICHARD E. WENZ
----------------------------------
Richard E. Wenz
President and Chief Operating Officer
Date: August 16, 1999 By: /S/ JOSEPH S. DRISCOLL
----------------------------------
Joseph S. Driscoll
Chief Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
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)
<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
- ------------------------------------------------------------------------------------------------------------------------
JULY 3, 1999 JULY 4, 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER COMMON SHARE
Earnings available for common shares $ 1,645 $ 850
Basic earnings per common share $ 0.23 $ 0.12
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 7,231,000 7,222,000
DILUTED EARNINGS PER COMMON SHARE
Earnings available for common shares and common stock $ 1,645 $ 850
equivalent shares deemed to have a dilutive effect
Diluted earnings per common share $ 0.19 $ 0.10
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 7,231,000 7,222,000
Common stock equivalents -- stock options and warrants 1,602,000 1,597,000
-----------------------------------
TOTAL 8,833,000 8,819,000
===================================
</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>
SIX MONTHS ENDED
- --------------------------------------------------------------------------------------------------------------------------
July 3, 1999 July 4, 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BASIC EARNINGS PER COMMON SHARE
Earnings available for common shares $ 2,907 $ 1,263
Basic earnings per common share $ 0.40 $ 0.18
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 7,231,000 7,205,000
DILUTED EARNINGS PER COMMON SHARE
Earnings available for common shares and common stock $ 2,907 $ 1,263
equivalent shares deemed to have a dilutive effect
Diluted earnings per common share $ 0.34 $ 0.14
SHARES USED IN COMPUTATION
Weighted average common shares outstanding 7,231,000 7,205,000
Common stock equivalents -- stock options and warrants 1,439,000 1,528,000
----------------------------------------
Total 8,670,000 8,733,000
========================================
</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 10Q FOR THE QUARTERLY PERIOD ENDED JULY 3, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FORM 10Q.
</LEGEND>
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-04-1999
<PERIOD-END> JUL-04-1999
<EXCHANGE-RATE> 1
<CASH> 387
<SECURITIES> 0
<RECEIVABLES> 33,214
<ALLOWANCES> 1,700
<INVENTORY> 19,691
<CURRENT-ASSETS> 58,688
<PP&E> 34,029
<DEPRECIATION> 14,124
<TOTAL-ASSETS> 93,630
<CURRENT-LIABILITIES> 56,065
<BONDS> 0
0
19,260
<COMMON> 72
<OTHER-SE> 13,043
<TOTAL-LIABILITY-AND-EQUITY> 93,630
<SALES> 39,938
<TOTAL-REVENUES> 39,938
<CGS> 24,344
<TOTAL-COSTS> 24,344
<OTHER-EXPENSES> 11,031
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 965
<INCOME-PRETAX> 3,598
<INCOME-TAX> 1,335
<INCOME-CONTINUING> 2,263
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,645
<EPS-BASIC> .23
<EPS-DILUTED> .19
</TABLE>
