FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 30, 1997
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 0-21340
MARTIN COLOR-FI, INC.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0879569
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
306 Main Street, Edgefield, South Carolina 29824
(Address of principal executive offices)
(803) 637-7000
------------------------------------------
(Registrant's telephone number, including area code)
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 [ ]
As of May 9, 1997, there were 6,700,960 shares of the registrant's
common stock issued and outstanding.
<PAGE>
MARTIN COLOR-FI, INC.
INDEX
Page No.
Part I - Financial Information
Item 1 - Financial Statements
Condensed Consolidated Statements of Operations (unaudited) -
Three months ended March 31, 1996 and March 30, 1997................2
Condensed Consolidated Balance Sheets -
December 31, 1996 and March 30, 1997 (unaudited)....................3
Condensed Consolidated Statements of Cash Flows (unaudited) -
For the three months ended March 31, 1996 and March 30, 1997........4
Notes to Condensed Consolidated Financial Statements (unaudited) -
March 30, 1997....................................................5-6
Item 2 - Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................7-8
Part II - Other Information
Item 1 - Legal Proceedings..................................................9
Signatures....................................................................10
Exhibit Index..............................................................11
<PAGE>
MARTIN COLOR-FI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
Three Months Ended
March 31, March 30,
1996 1997
---- ----
Net sales $ 25,623 $ 27,176
Cost of sales 21,920 21,375
-------- --------
Gross profit 3,703 5,801
Selling, general and administrative expenses 2,762 3,269
-------- --------
Operating income 941 2,532
Interest expense (1,104) (909)
Other income 60 145
-------- --------
Income (loss) before income taxes (103) 1,768
Provision for income taxes (28) 568
-------- --------
Net income (loss) $ (75) $ 1,200
======== ========
Net income (loss) per share $ (0.01) $ 0.18
======== ========
Weighted average shares outstanding 6,657 6,686
======== ========
See notes to condensed consolidated financial statements.
2
<PAGE>
MARTIN COLOR-FI, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
December 31, 1996 and March 30, 1997
(In thousands, except per share data)
December 31, March 30,
1996 1997
---- ----
(unaudited)
Assets
Current assets:
Cash $ 272 $ 214
Accounts receivable, net of allowance of $150
and $150, respectively, for doubtful accounts 12,622 15,389
Inventories 38,678 42,620
Prepaid expenses 881 1,310
Other assets 856 1,000
-------- --------
Total current assets 53,309 60,533
Property, plant, and equipment, net 42,873 42,549
Goodwill 5,091 5,621
Other assets 1,343 1,468
-------- --------
Total assets $102,616 $110,171
======== ========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 16,105 $ 18,104
Current portion of long-term debt 6,725 9,036
-------- --------
Total current liabilities 22,830 27,140
Deferred income taxes 5,184 5,606
Long-term debt 44,429 45,971
Shareholders' equity:
Common stock, no par value:
Authorized shares - 50,000,000 in 1997 and 1996
Issued and outstanding shares - 6,700,129 and
6,681,479 in 1997 and 1996, respectively 832 832
Additional paid-in capital 19,861 19,942
Retained earnings 9,480 10,680
-------- --------
Total shareholders' equity 30,173 31,454
-------- --------
Total liabilities and shareholders' equity $102,616 $110,171
======== ========
See notes to condensed consolidated financial statements.
3
<PAGE>
MARTIN COLOR-FI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND MARCH 30, 1997
(In thousands)
(unaudited)
March 31, March 30,
1996 1997
---- ----
Operating activities:
Net income (loss) $ (75) $ 1,200
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,021 1,089
Deferred income taxes - 422
Changes in operating assets and liabilities:
Accounts receivable (2,150) (2,767)
Income tax receivable (53) -
Inventories 721 (3,942)
Prepaid expenses (336) (429)
Other assets (2) (316)
Accounts payable and accrued expenses (1,677) 1,411
-------- --------
Net cash used in operating activities (2,551) (3,332)
Investing activities:
Purchases of property, plant and equipment (485) (641)
Other (94) -
-------- --------
Net cash used in investing activities (579) (641)
Financing activities:
Borrowings under line of credit 10,085 13,152
Payments on line of credit (6,080) (10,400)
Additional loan costs (10) (19)
Proceeds from issuance of long-term debt - 1,988
Principal payments on long-term debt (858) (887)
Proceeds from issuance of common stock - 81
-------- --------
Net cash provided by financing activities 3,137 3,915
Net increase (decrease) in cash and cash equivalents 7 (58)
Cash and cash equivalents at beginning of period 12 272
-------- --------
Cash and cash equivalents at end of period $ 19 $ 214
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest (net of amounts capitalized) $ 1,096 $ 917
Income taxes 27 88
See notes to condensed consolidated financial statements.
4
<PAGE>
MARTIN COLOR-FI, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Information for the three months ended March 31, 1996 and March 30,
1997 is unaudited)
(In thousands)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three month period
ended March 30, 1997, are not necessarily indicative of the results that may be
expected for the year ended December 31, 1997. For further information, refer to
the financial statements and footnotes thereto included in the Registrant
Company's Form 10-K for the year ended December 31, 1996, filed with the
Securities and Exchange Commission on March 31, 1997.
2. New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
periods. Under the new requirements for calculating primary earnings per share,
the dilutive effect of stock options will be excluded. The impact is not
expected to have a material effect in primary earnings per share for the first
quarter ended March 30, 1997 and March 31, 1996. The impact of Statement 128 on
the calculation of fully diluted earnings per share for these quarters is not
expected to be material.
3. Inventories
Inventories consist of the following:
December 31, March 30,
1996 1997
Raw materials $25,963 $26,642
Finished goods 12,715 15,978
------- -------
$38,678 $42,620
======= =======
4. Contingent Liability
On March 16, 1995, the Company was served with a lawsuit by a
shareholder alleging violations of Federal securities laws and related state
laws and seeking an unspecified amount of damages. The shareholder requested to
have the case certified as a class action on behalf of other non-insider
shareholders.
5
<PAGE>
A definitive written settlement agreement has been reached with the
class plaintiff under which the Company's settlement liability is fixed at
$2,000,000. In exchange for a written release, the Company's insurance carrier
has provided $850,000 of this amount. By order dated March 12, 1997, the United
States District Court certified the class in the matter, appointed the class
plaintiffs' counsel as settlement administrator and gave preliminary approval to
the settlement. The settlement was funded by the Company on March 20, 1997.
Final settlement of the matter remains subject to final court approval.
At December 31, 1995, the Company accrued the estimated settlement
amount, which includes legal fees less insurance proceeds, as a liability. The
Company's portion of the settlement has been funded by bank debt.
6
<PAGE>
MARTIN COLOR-FI, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Statements included in Management's Discussion and Analysis of Financial
Condition and Results of Operations which are not historical in nature, are
intended to be, and are hereby identified as, "forward looking statements" for
purposes of the safe harbor provided by Section 21E of the Securities Exchange
Act of 1934, as amended. The Company cautions readers that forward looking
statements, including without limitation, those relating to the Company's future
business prospects, revenues, working capital, liquidity, capital needs,
interest costs, and income, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in the
forward looking statements, due to several important factors herein identified,
among others, and other risks and factors identified from time to time in the
Company's reports filed with the Securities and Exchange Commission.
Outlook for 1997
Demand for polyester fibers is expected to increase for the remainder of 1997.
The large declines in worldwide selling prices of polyester fiber throughout
1996 and into the first quarter of 1997 are expected to stabilize for the
remainder of 1997. The strong demand for the Company's carpet production is
expected to continue for the remainder of 1997. The Company has based its plans
for 1997 on these expectations. These matters are, however, beyond the Company's
control and could vary substantially from the Company's expectations.
Results of Operations:
Three months ended March 30, 1997, compared to the three months ended March 31,
1996.
Net Sales: Net sales increased 6.1% to $27.2 million in the first quarter of
1997 from $25.6 million in the first quarter of 1996. This net sales increase is
primarily related to an increase in net sales of the Pigment, Yarn, and Carpet
Divisions, after intercompany eliminations, to $13.5 million in the first
quarter of 1997 from $9.1 million in the first quarter of 1996. The increase
resulted primarily from an increased volume of sales in the Carpet Division.
Net sales in the Fibers Division decreased by $2.0 million due to a decrease in
PET fiber sales. PET fiber sales decreased due to a decrease in the average PET
fiber sales price per pound to $0.663 in the first quarter of 1997 from $0.834
in the first quarter of 1996. The decrease was, however, offset by an increase
in shipments to 22.0 million pounds in the first quarter of 1997 from 20.1
million pounds in the first quarter of 1996.
Gross profit: Gross profit increased 56.7% to $5.8 million in the first quarter
of 1997 as compared to $3.7 million in the first quarter of 1996. As a
percentage of net sales, gross profit increased to 21.3% in the first quarter of
1997 as compared to 14.5% in the first quarter of 1996. The increase in gross
profit is directly related to the increase in net sales discussed above and an
increase in the gross profit margin. The increase in gross profit percentage
relates to increased margins in all divisions excluding the Carpet Division
which decreased slightly.
Selling, general and administrative: Selling, general and administrative
expenses were $3.3 million or 12.0% of net sales in the first quarter of 1997 as
compared to $2.8 million or 10.8% of net sales in the first quarter of 1996. The
increase in selling, general and administrative expenses is due primarily to the
increase in net sales discussed above primarily related to the Carpet Division.
The increase in selling, general and administrative expenses as a percentage of
net sales is due to the sales growth of the Carpet Division which incurs higher
selling, general and administrative expenses for its revenue than the other
divisions.
7
<PAGE>
Interest expense: Interest expense decreased to $909 thousand in the first
quarter of 1997 from $1.1 million in the first quarter of 1996 due primarily to
higher interest capitalization and a decrease in the weighted average interest
rate in the first quarter of 1997 compared to the first quarter of 1996.
Income tax provision: The income tax expense for the first quarter of 1997 was
$568 thousand compared to an income tax benefit of $28 thousand for the first
quarter of 1996. The change is directly due to the increase in pretax income.
Net income (loss) and net income (loss) per share: Net income increased to $1.2
million or $0.18 per share for the first quarter of 1997 compared to a net loss
of $75 thousand or $0.01 per share for the first quarter of 1996. The increase
related directly to the increase in gross profit and gross profit percentage and
a decrease in interest expense which was partially offset by an increase in
selling, general and administrative expenses.
Financial Condition
Current assets increased to $60.5 million at the end of the first quarter of
1997 from $53.3 million at the end of 1996. Accounts receivable increased $2.8
million, and inventories increased $3.9 million. The above changes resulted
directly from sales in the first quarter of 1997 occurring later in the quarter
than the sales in the fourth quarter of 1996. The increase in inventories was
primarily related to an increase in finished goods inventories resulting from
production exceeding shipments in the first three months of the year.
The increase in accounts payable and accrued expenses was primarily related to
the increase in inventory discussed above and the timing of purchases and cash
disbursements. The increase in debt relates directly to the growth in accounts
receivable and inventory discussed above.
Liquidity and capital resources: The Company used cash in operations of $3.3
million for the first quarter of 1997 compared to $2.6 million for the first
quarter of 1996. The increase in cash used in operations was primarily the
result of increases in net operating assets and liabilities, primarily an
increase in inventories partially offset by an increase in net income.
Net cash used in investing activities amounted to $641 thousand in the first
quarter of 1997 compared to $579 thousand in the first quarter of 1996. The
Company increased its investment in property, plant, and equipment during the
first quarter of 1997 by $156 thousand compared to the first quarter of 1996.
Net cash provided by financing activities amounted to $3.9 million for the first
quarter of 1997 compared to $3.1 million for the first quarter of 1996. The
change occurred primarily due to the increase in net cash used in operating
activities discussed above.
In March of 1997, the Company entered into a $5 million capital expenditure term
loan to fund $2 million of 1996 capital expenditures, which were previously
funded under the revolving line of credit agreement, and $3 million of 1997
capital expenditures.
On May 2, 1997, the Company amended its revolving line of credit agreement
effective March 27, 1997, to increase its borrowings from $25 million, or an
agreed upon borrowing base to $28 million, or an agreed upon borrowing base. The
amendments provide for changes in the borrowing base formula until June 2, 1997.
The Company believes that the financial resources available to it under its
revolving line of credit, 1997 term loan, and other internally generated funds
will be sufficient to adequately meet its foreseeable working capital and
capital expenditures requirements.
8
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
In March 1995, litigation was commenced by a shareholder of the Company
against the Company and James F. Martin, Chairman and Chief Executive Officer of
the Company, in the United States District Court for the District of South
Carolina, Greenville Division. In the litigation, the plaintiff alleges, among
other things, that the Company failed to prepare its financial statements in
accordance with generally accepted accounting principles and issued false and
misleading business and financial information to the investing public which
misstated the Company's financial condition, earnings and prospects, in
violation of the Federal securities laws and common law. The plaintiff sought to
have the action certified as a class action on behalf of non-insider
shareholders who purchased the common stock of the Company from April 21, 1993,
through February 28, 1995. A definitive written settlement agreement has been
reached with the class plaintiff under which the Company's settlement liability
is fixed at $2,000,000. In exchange for a written release, the Company's
insurance carrier has provided $850,000 of this amount. By order dated March 12,
1997, the United States District Court certified the class in the matter,
appointed the class plaintiffs' counsel as settlement administrator and gave
preliminary approval to the settlement. The settlement was funded by the Company
on March 20, 1997. Final settlement of the matter remains subject to final court
approval.
At December 31, 1995, the Company accrued the estimated settlement
amount, which includes legal fees less insurance proceeds, as a liability. The
Company's portion of the settlement has been funded by bank debt.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 10.38 - Letter Agreement, dated May 2, 1997, Modifying Third
Amended and Restated Loan and Security Agreement, dated March 27, 1997,
with NationsBank, N.A.
Exhibit 27 - Financial Data Schedule
(b) Reports on Form 8-K - None
9
<PAGE>
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.
MARTIN COLOR-FI, INC.
Dated: 5/12/97 By: /s/ Bret J. Harris
Bret J. Harris*
Treasurer, Chief Financial Officer
* Principal Financial and Accounting Officer
10
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
10.38 Letter Agreement, dated May 2, 1997, Modifying Third
Amended and Restated Loan and Security Agreement,
dated March 27, 1997, with NationsBank, N.A.
27 Financial Data Schedule
11
May 2, 1997
Mr. Bret J. Harris
Chief Financial Officer
Martin Color-Fi, Inc.
Star Fibers Corp.
Custom Colorants, Inc.
Buchanan Industries, Inc.
Palmetto Spinning Corporation
P.O. Box 469
Edgefield, SC 29824
Re: Modification of Loans Extended by NationsBank, N.A. to Martin
Color-Fi, Inc., et al.
Dear Bret:
This letter shall serve as a written modification to (i) that certain
Third Amended and Restated Loan and Security Agreement (as amended or modified
the "Loan Agreement") dated to be effective as of March 27, 1997 by and between
Martin Color-Fi, Inc., Star Fibers Corp., Custom Colorants, Inc., Buchanan
Industries, Inc. and Palmetto Spinning Corporation (collectively, the
"Borrowers") and NationsBank, N.A. ("NationsBank"); (ii) that certain Second
Amended and Restated Revolving Credit Promissory Note (the "Revolving Credit
Note") in the principal amount of $25,000,000 dated to be effective as of
December 16, 1996 executed by Borrowers and delivered to NationsBank; (iii) that
certain Second Amended and Restated Term Loan Promissory Note (the "Term Note")
in the principal amount of $36,310,000 dated to be effective as of December 16,
1996 executed by Borrowers and delivered to NationsBank; and (iv) the other Loan
Documents (as such term is defined in the Loan Agreement).
I. MODIFICATIONS TO LOAN AGREEMENT
The Loan Agreement is amended as follows:
(i) By amending all references to the maximum principal amount of
the Revolving Credit Loan such that for the period of time
commencing on the effective date of this letter and ending on
June 2, 1997, the maximum principal amount of the Revolving
Credit Loan shall be $28,000,000; provided, from and after
June 3, 1997 the maximum principal amount of the Revolving
Credit Loan shall be $25,000,000;
<PAGE>
Mr. Bret J. Harris
May 2, 1997
Page 2
(ii) By deleting the provision that reads "sixty percent (60%) of
the total principal outstanding under the Revolving Credit
Loan during the period of time commencing on December 16, 1996
and ending on April 30, 1997" at the end of the next to the
last sentence of Section 2.5 on page 13 and substituting in
lieu thereof the following:
sixty percent (60%) of the total principal
outstanding under Revolving Credit Loan during the
period of time commencing on December 16, 1996 and
ending on June 2, 1997.
(iii) By inserting the following provision at the end of the second
sentence of Section 3.2:
; provided, the Income Recapture Payment due in
calendar year 1997 shall be due and payable on June
2, 1997.
II. MODIFICATIONS TO REVOLVING CREDIT NOTE
The Revolving Credit Note is modified as necessary to provide that the
maximum principal amount of the Revolving Credit Note shall be $28,000,000 for
the period of time commencing as of the effective date of this letter and ending
on June 2, 1997. From and after June 3, 1997, the maximum principal amount of
the Revolving Credit Note shall be reduced to $25,000,000.
III. MODIFICATIONS TO TERM NOTE
The Term Note is amended by inserting the following provision at the
end of the second sentence of the section entitled Repayment of Principal and
Payment of Interest:
, provided, the Income Recapture Payment due in calendar year 1997
shall be due and payable on June 2, 1997.
IV. MODIFICATIONS TO OTHER LOAN DOCUMENTS
All other Loan Documents are amended as necessary to be consistent with
the modification set forth in this letter and to provide that each of the Loan
Documents and any liens granted thereby shall continue to secure the Loans as
modified by this letter, with the same force and effect as when originally
executed.
The intent of the foregoing modifications described in this letter are
(i) to increase the maximum principal amount of the Revolving Credit Loan to
$28,000,000 from the date hereof
<PAGE>
Mr. Bret J. Harris
May 2, 1997
Page 3
through June 2, 1997 at which time the maximum principal amount of the Revolving
Credit Loan shall be reduced to $25,000,000; (ii) to provide Borrowers a period
of time commencing on December 16, 1996 and ending on June 2, 1997 during which
the inventory "cap" will be raised from 50% of the total principal outstanding
under the Revolving Credit Loan to 60% of the total principal outstanding under
the Revolving Credit Loan; provided, from and after June 3, 1997, the maximum
principal advanced and outstanding under the Revolving Credit Loan against
Eligible Inventory shall not exceed, at any time, fifty percent (50%) of the
total principal outstanding under the Revolving Credit Loan; and (iii) to
establish June 2, 1997 as the date on which the Income Recapture Payment
required to be paid in connection with the Term Loan in calendar year 1997 is
due.
All capitalized terms not otherwise defined in this letter shall have
the meaning ascribed to such term in the Loan Agreement. All other terms and
conditions of the Loan Documents shall remain in full force and effect.
Borrowers represent and warrant that, as of the date of this letter (i) all
representations contained in the Loan Agreement and the other Loan Documents are
true and accurate; (ii) all covenants contained in the Loan Agreement and the
other Loan Documents have been and remain satisfied; and (iii) no Event of
Default exists or no condition exists which with the giving of notice for the
passage of time, or both, would constitute an Event of Default under Loan
Agreement or the other Loan Documents.
As a condition to NationsBank providing the modifications as described
herein, Borrowers shall pay to NationsBank a fee equal to $2,500.00 which is due
and payable upon acceptance of this letter by the Borrowers and must be received
by NationsBank prior to NationsBank being bound by the terms and conditions of
this letter agreement.
Please have all parties execute the original of this letter to indicate
each of the Borrowers' agreement to be bound by the terms and conditions of this
letter and return the original fully- executed letter to me as soon as possible.
This letter agreement will be binding on all parties upon our receipt of the
original fully-executed and dated letter and our fee.
Kindest regards,
NationsBank, N.A.
Greg A. LaPointe
Vice President
<PAGE>
Mr. Bret J. Harris
May 2, 1997
Page 4
Agreed to on this day of May, 1997.
BORROWERS:
MARTIN COLOR-FI, INC.
By: Bret J. Harris
Its: Chief Financial Officer
STAR FIBERS CORP.
By: Bret J. Harris
Its: Chief Financial Officer
CUSTOM COLORANTS, INC.
By: Bret J. Harris
Its: Chief Financial Officer
BUCHANAN INDUSTRIES, INC.
By: Bret J. Harris
Its: Chief Financial Officer
PALMETTO SPINNING CORPORATION
By: Bret J. Harris
Its: Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Balance Sheet at March 30, 1997(unaudited), and the
Condensed Consolidated Statement of Operations for the Three Months Ended March
30, 1997 (unaudited), and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 214
<SECURITIES> 0
<RECEIVABLES> 15,389
<ALLOWANCES> 150
<INVENTORY> 42,620
<CURRENT-ASSETS> 60,533
<PP&E> 42,549
<DEPRECIATION> 19,383
<TOTAL-ASSETS> 110,171
<CURRENT-LIABILITIES> 27,140
<BONDS> 45,971
0
0
<COMMON> 832
<OTHER-SE> 30,622
<TOTAL-LIABILITY-AND-EQUITY> 110,171
<SALES> 27,176
<TOTAL-REVENUES> 27,176
<CGS> 21,375
<TOTAL-COSTS> 24,644
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 909
<INCOME-PRETAX> 1,768
<INCOME-TAX> 568
<INCOME-CONTINUING> 1,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,200
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
