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 for the quarterly period ended March 31, 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: 33-59598
DIALOGIC CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 22-2476114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1515 Route 10
Parsippany, New Jersey 07054
(Address of principal executive office, including zip code)
201-993-3000
(Registrant's telephone number, including area code)
-------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since 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___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
At March 31, 1997, there were 15,829,428 shares of Common Stock, no par
value, outstanding.
<PAGE>
DIALOGIC CORPORATION
INDEX
Page Number
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1997 3
and December 31, 1996
Consolidated Statements of Income for the Three 4
Months Ended March 31, 1997 and 1996
Consolidated Statements of Cash Flows for the
Three Months Ended March 31, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings 13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
<PAGE>
PART I. Financial Information
Item 1. Financial Statements
DIALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
(Unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 10,749 $ 11,848
Short term investments 35,059 37,473
Accounts receivable (net of allowance for doubtful
accounts of $982 in 1997 and $829 in 1996) 39,579 34,706
Inventory - Net 28,643 27,762
Deferred income tax benefits 3,986 3,871
Other current assets 5,373 5,086
------- -------
Total current assets 123,389 120,746
PROPERTY AND EQUIPMENT - Net 22,588 20,408
GOODWILL - Net 4,178 4,434
DEPOSITS AND OTHER ASSETS 2,497 2,661
------- -------
TOTAL ASSETS $152,652 $148,249
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 8,692 $ 7,043
Accrued expenses 10,188 8,256
Deferred income taxes payable 3,643 4,623
Current maturities of long-term liabilities 550 559
------- -------
Total current liabilities 23,073 20,481
LONG-TERM LIABILITIES 2,771 2,926
SHAREHOLDERS' EQUITY:
Preferred stock, no par value--10,000,000
shares authorized; none issued
Common stock, no par value--60,000,000 shares
authorized; 15,829,428 and 15,774,222
shares outstanding, respectively 204 203
Additional paid-in capital 47,672 46,740
Retained earnings 75,498 72,271
Net unrealized gains on available for sale securities 3,760 5,614
Cumulative translation adjustments (326) 14
-------- --------
Total shareholders' equity 126,808 124,842
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $152,652 $148,249
======== ========
</TABLE>
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
DIALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended
March 31,
1997 1996
---- ----
REVENUES $57,089 $48,732
COSTS AND EXPENSES:
Cost of goods sold 21,769 19,751
Research and development expenses 12,254 8,877
Selling, general and administrative expenses 18,374 13,483
Interest expense 32 3
Interest income (386) (757)
Net realized loss (gains) on available
for sale securities 4 (9,245)
------- -------
Total costs and expenses 52,047 32,112
------- -------
INCOME BEFORE PROVISION FOR
INCOME TAXES 5,042 16,620
PROVISION FOR INCOME TAXES 1,815 6,008
------- -------
NET INCOME $ 3,227 $ 10,612
======= ========
Income per share $ 0.20 $ 0.65
======= ========
Weighted average shares outstanding 16,511 16,256
====== ======
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
DIALOGIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
Three Months Ended March 31,
1997 1996
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $3,227 $10,612
Adjustments to reconcile net income to
net cash (used in) provided by
operating activities:
Depreciation and amortization 2,112 1,225
Provision for inventory obsolescence 448 215
Provision for bad debts 153 218
Deferred income taxes (113) (157)
Other 246 (9,051)
Changes in operating assets
and liabilities (3,061) (1,620)
------- --------
Net cash provided by
operating activities 3,012 1,442
------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,036) (2,616)
Purchases of available for sale securities (721) (27,848)
Proceeds from available for sale securities sold 295 17,492
Proceeds from sales of other investments --- 10,100
------ ------
Net cash by used in investing activities (4,462) (2,872)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital
lease obligations (9) (30)
Payments of current maturities of
long term liabilities (250) (250)
Repayment of notes payable (21) ---
Proceeds from short-term borrowings --- 500
Payments on short-term borrowings --- (500)
Exercise of stock options 186 164
Issuance of common stock 445 292
------ -------
Net cash provided by financing activities 351 176
------ --------
NET (DECREASE) IN CASH AND CASH EQUIVALENTS (1,099) (1,254)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 11,848 5,987
------ -------
CASH AND CASH EQUIVALENTS, END OF PERIOD $10,749 $4,733
======= =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $ 28 $ 19
Income taxes $ 1,124 $ 3,769
SUPPLEMENTAL INFORMATION OF NON CASH INVESTING
AND FINANCING ACTIVITIES:
Change in net unrealized gains on
available for sale securities $ (1,854) $ 903
See Notes to Unaudited Consolidated Financial Statements
<PAGE>
DIALOGIC CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. Unaudited Condensed Consolidated Financial Statements
In the opinion of management, the unaudited condensed consolidated
statements of income and unaudited consolidated condensed statements of
cash flows for the interim periods ended March 31, 1997 and 1996 include
all adjustments (consisting only of normal recurring adjustments)
necessary to present fairly these financial statements.
In accordance with the rules of the Securities and Exchange Commission,
certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The year-end
balance sheet data was derived from audited financial statements, but
does not include disclosures required by generally accepted accounting
principles. It is suggested that these condensed statements be read in
conjunction with the Company's most recent Annual Report or Form 10-K for
the fiscal year ended December 31, 1996.
2. In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
share," which is effective for the Company beginning December 15, 1997.
This statement establishes standards for computing and presenting
earnings per share (EPS), and replaces the presentation of primary EPS
(previously defined in Accounting Principles Board (APB), No. 15), with a
presentation of basic EPS. The Company does not expect the adoption of
this statement will have a material effect on its consolidated financial
statements.
3. Inventory consisted of the following (in thousands):
March 31,1997 December 31,1996
Raw materials $ 10,495 $ 10,399
Work-in process 5,525 4,607
Finished goods 12,623 12,756
------ ------
$ 28,643 $ 27,762
====== ======
<PAGE>
4. Available for Sale Securities
The following is a summary of the available for sale securities as of
March 31, 1997 and December 31, 1996 ($000's):
<TABLE>
<CAPTION>
March 31, 1997 Cost Gross Gross Estimated
Unrealized Unrealized Fair Value
Gains Losses
<S> <C> <C> <C>
Municipal Bonds $26,816 20 $ 26,836
Equity Investments 1,954 6,302 (32) 8,224
- ------------------------------------------------------------------------------------
Total marketable securities $28,770 6,322 (32) $ 35,060
- ------------------------------------------------------------------------------------
December 31, 1996 Cost Gross Gross Estimated
Unrealized Unrealized Fair Value
Gains Losses
Municipal Bonds $26,395 48 $26,443
Convertible note; options 1,954 9,083 (7) 11,030
- -----------------------------------------------------------------------------------
Total marketable securities$28,349 9,131 (7) $37,473
- --------------------------------------------------------------------------------------------------
</TABLE>
Included in the convertible note and shares are equity securities of $792, net
of unrealized gains of $274.
On January 1, 1997 the Company converted its note with Voice Control Systems
Inc. into 1,264,474 shares of capital stock of VCS, after which the Company's
total holdings in VCS amounted to 1,399,715 shares of capital stock. The shares
were classified as available for sale under (SFAS) No. 115. The fair values of
the Company's investments in VCS have been determined by reference to the market
price for VCS stock as quoted on publicly traded exchanges on the representative
valuation dates.
The price per share of VCS stock has declined approximately $2.00 to $5.875 at
March 31, 1997 as compared to $7.88 at December 31, 1996. The decline has been
reported net of tax in the equity section of the Company's balance sheet per
(SFAS) No. 115.
<PAGE>
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
A. General
The following discussion and analysis should be read in conjunction with
the Consolidated Financial Statements, the related Notes to Consolidated
Financial Statements and Management's Discussion and Analysis of Results
of Operations and Financial Condition incorporated by reference in the
Company's Annual Report on Form 10-K for the year ended December 31, 1996
and the Unaudited Consolidated Financial Statements and related Notes to
Consolidated Financial Statements included in Item 1 of Part 1 of this
Quarterly Report on Form 10-Q. This Form 10-Q contains forward-looking
statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 ("Forward-Looking Statements"),
which involve risks and uncertainties. The Company's actual results may
differ significantly from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but are
not limited to, (i) the possibility that the Company's products may
become obsolete in light of rapidly changing technological developments
or that the Company may fail to respond adequately to such developments,
(ii) the advances that other companies may make in the highly competitive
CT industry, (iii) the likelihood that Dialogic revenues may vary
significantly from accounting period to accounting period due to a
variety of factors, including the timing of significant customer orders
and other factors that impact customer demand, changes in Dialogic's
products, geographic mix and customer mix, the introduction of new
products by Dialogic or its competitors, pricing pressures or other
competitive marketing initiatives, regulatory developments, economic
conditions or unanticipated development and/or manufacturing difficulties
or expenses, (iv) disputes that may arise in the future regarding the
intellectual property rights of the Company, its competitors or other
third-parties, (v) the outcome of litigation, which typically is
difficult to predict in light of the uncertainties involved in legal
proceedings, (vi) uncertainties resulting from the Company's dependence
on only one or a limited number of sources for certain critical
components and the Company's reliance upon a small number of third-party
suppliers which perform manufacturing functions on behalf of the Company,
(vii) the extent to which Dialogic is able to obtain regulatory approvals
throughout the world, (viii) the Company's dependence on its personnel
and its ability to attract and retain qualified personnel to support
future technology developments and business growth, (ix) risks that may
arise as a result of efforts to integrate any companies that Dialogic may
acquire in the future and (x) the possibility that Dialogic may hold
excess and obsolete inventory at any time as a result of the rapidly
changing technology or needs of its customers. Such factors, as well as
announcements of technological innovations or new products by Dialogic,
its competitors or third-parties, consolidations or other substantial
changes with or affecting the computer telephony industry, quarterly
variations in the Company's results of operations, shortfalls in
Dialogic's revenues, gross margins or earnings as compared with analysts'
expectations, regulatory developments, capital market conditions and
general and economic conditions, may also cause substantial volatility in
the market price of the Company's common stock.
<PAGE>
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that affect the reported amount of costs and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reported period. Significant estimates in the
Company's financial statements include allowances for accounts
receivable, net realizable values of inventories and tax valuation
reserves. Actual results could differ from these estimates.
B. Results of Operations
The following table sets forth, for the periods indicated, the percentage
relationship to net sales of certain items included in the Company's
consolidated statements of income.
Three Months Ended
March 31,
1997 1996
Revenues 100.0% 100.0%
Cost and expenses:
Cost of goods sold 38.1 40.5
Research and development expenses 21.5 18.2
Selling, general and administrative expenses 32.2 27.7
Interest (income) - Net (0.6) (1.5)
Realized (gains) on available
for sale securities - Net --- (19.0)
------ -------
Income before provision for income taxes 8.8 34.1
Provision for income taxes 3.1 12.3
------ ------
Net income 5.7% 21.8%
====== =======
The following table sets forth, for the periods indicated, the percentage
increase (decrease) of certain items included in the Company's
consolidated statements of income. Three Months Ended March 31,1997
Compared With Three Months Ended March 31, 1996
Revenues 17.1%
Cost and expenses:
Cost of goods sold 10.2
Research and development expenses 38.0
Selling, general and administrative expenses 36.3
Interest (income) - Net NSM(1)
Realized (gains) on available
for sale securities - Net
NSM(1)
Income before provision for income taxes (69.7)
Provision for income taxes (69.8)
Net income (69.6)
======
(1) Not statistically meaningful
<PAGE>
The Company's revenues increased by 17% during the first quarter of 1997,
as compared with the same period in 1996. These revenue gains were
primarily attributable to a growth in International business.
International revenues increased 40% to $20 million as compared to $14.5
million during the quarter ended March 31, 1996. During the first quarter
of 1997, sales growth was particularly strong in the Company's
Asia/Pacific and Latin American markets. Domestic revenues, although
below expectations, increased 7.9% to $36.5 million as compared to $34.2
million for the comparable quarter ended March 31, 1996. The shortfall
from expectation is primarily attributable to timing related issues,
delays in closing 1997 design wins and product availability. The
following table reflects the Company's revenues segregated between
domestic and international markets for the periods presented.
Three Months Ended
March 31,
1997 1996
(Dollars in millions)
Domestic:
Amount $36.9 $34.2
Percentage of total revenues 64.6% 70.2%
International:
Amount $20.2 $14.5
Percentage of total revenues 35.4% 29.8%
<PAGE>
Gross margins for the quarter ended March 31, 1997 were 61.9 % as
compared to 59.5% for the quarter ended March 31, 1996. The increase in
margins reflects the continued effects of Dialogic's cost reduction
efforts across all product lines and general component cost reductions,
offset partially by foreign exchange losses on intercompany purchases.
The Company anticipates further cost reductions for the balance of 1997,
through moving a larger proportion of production to a selected turnkey
manufacturing subcontractor. The move is anticipated to be substantially
complete by the end of the fourth quarter 1997. These statements
regarding the timing and cost savings of such move represent
Forward-Looking Statements. The actual efficiencies and cost savings
could differ materially from the Company's expectations as a result of a
variety of factors, including the time required to complete such
transactions, the Company's relationship with the manufacturer, the
manufacturing process, component availability, or the effect of issues
internal to the manufacturer.
Research and development expenses increased by $3.4 million or 38% to
$12.3 million and represented 21.5% of revenues during the three months
ended March 31, 1997 as compared to 18.2% of revenues for the quarter
ended March 31, 1996. The increase in the dollar amount of such expenses
reflect the continued expansion of the Company's engineering staff and
related overhead; and continued substantial investment of engineering
resources related to Dialogic's announcement of its DM3 Mediastream
Resource Architecture ("DM3") announced in February 1997. DM3 represents
a new set of specifications, hardware and core firmware modules that are
intended to govern how the Company's next generation of products will be
designed. The Company anticipates that research and development
expenditures for the remainder of the year as a percentage of revenue
will be below the 21.5% reported in the first quarter. This estimate
regarding future research and development expenditures represents a
Forward-Looking Statment. The actual cost of research and development as
a percentage of revenue could differ materially from the Company's
expectations as a result of a variety of factors including the timing of
future revenue recognition, product market conditions and the
availability of required resources.
Selling, general and administrative expenses increased by $4.9 million or
36% and represented 32% of revenues for the three months ended march 31,
1997 as compared to 28% of revenues for the first quarter of 1996. The
increase in Selling, General and Administrative expense is partially
attributable to the continuing growth of domestic and international sales
and marketing efforts associated with new product launches and new sales
offices. In addition during the period ended March 31, 1997 the Company
recognized amortization expense of goodwill associated with the
acquisition of Dianatel Corporation on June 27, 1996. Amortization will
continue to be expensed over its useful life not to exceed sixty months.
Interest income for the period decreased $371,000 over the comparable
period ended March 31, 1996. The decrease reflects the loss of interest
income due to the conversion of the VCS (Voice Control Systems Inc.) note
into capital stock of VCS in January of 1997. Dialogic will no longer
receive interest income benefits for this transaction as the Company no
longer holds an interest bearing obligation from VCS. Future gains or
losses will be realized on disposition of the VCS equity. During the
first quarter of 1996, the Company realized a pretax gain of $ 9.1
million on the sale of VCS stock.
Net income for the first quarter of 1997 was $3.2 million or $.20 per
share. For the comparable three month period ended March 31, 1996,
excluding the after tax effect of realized gains on available for sale
securities, net income was $ 4.8 million or $.30 per share. Earnings for
the three months ended March 31, 1996, including the above mentioned item
were $10.6 million or $.65 per share. Management believes that this
additional measurement of earnings (excluding such gains) is useful and
meaningful to an understanding of the operating performance of the
Company. However, this measurement of earnings should not be considered
by the reader as an alternative to net income as an indicator of the
Company's operations, performance, or to cash flows as an indicator of
liquidity. Weighted average shares outstanding increased from 16.3
million for the first quarter of 1996 to 16.5 million for the first
quarter of 1997.
<PAGE>
C. Financial Condition
As of March 31,1997 and December 31, 1996, Dialogic had working capital
of $100 million and a current ratio (i.e., the ratio of current assets to
current liabilities) of 5.3 to 1 and 5.9 to 1, respectively. For the
three months ended March 31, 1997, Dialogic's cash and cash equivalents
decreased by $1.1 million. Cash flows provided by operating activities
amounted to $3.0 million. Increases from net income, depreciation and
amortization were partially offset by an increase in accounts receivable
of $5.0 million. The average period during which accounts receivable are
outstanding increased to 56 days. The increase is primarily due to the
mix of international business. International accounts receivable
generally remain outstanding for a period greater than 45 days. Cash flow
used in investing activities was $4.5 million primarily for capital
expenditures. Capital expenditures reflect the expansion of the Company's
headquarters and costs associated with Dialogic's move of its GammaLink
and Dianatel operations from Sunnyvale to Santa Clara, California. Cash
provided by financing activities was $.4 million, consisting primarily of
proceeds from the exercise of stock options and the issuance of common
stock, offset by debt repayments. Dialogic believes that its current
liquidity, coupled with cash generated from operations and credit
available under its credit lines, will be sufficient to meet its
liquidity and capital requirements for at least the next twelve months.
This statement constitutes a forward-looking statement. The actual
sufficiency of such capital resources could differ materially from the
Company's expectations, depending primarily upon the extent to which
unanticipated capital requirements may arise and the extent to which
unanticipated events may materially adversely affect the Company's
profitability.
<PAGE>
PART II. Other Information
Item 1. Legal Proceedings
For information regarding certain pending legal proceedings,
see Item 3 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11.1 - Calculation of income per share March 31, 1997
11.2 - Calculation of income per share March 31, 1996
27.1 - Financial Data Schedule
(b) A Current Report on Form 8-K was filed on March 27, 1997
disclosing (under Items 5 and 7) the Company's March 27,
1997 press release.
<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.
DIALOGIC CORPORATION
By: /s/Edward B. Jordan
_____________________
Edward B. Jordan
Vice President,
Chief Financial Officer and
Chief Accounting Officer
Dated: May 14, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
11.1 Calculation of Income Per Share E-1
11.2 Calculation of Income Per Share E-2
27.1 Financial Data Schedule E-3
Exhibit 11.1
DIALOGIC CORPORATION AND SUBSIDIARIES
CALCULATION OF INCOME PER SHARE
(In thousands, except per share amounts)
Three Months Ended
March 31, 1997
Income applicable to shares used in
calculation of income per share $ 3,227
======
Shares used in calculation of income per share:
Weighted average shares outstanding 15,802
Dilutive effect of stock options after
application of treasury stock method 709
Number of shares used in calculation
of income per share 16,511
Income per share $ 0.20
--------
E-1
EXHIBIT 11.2
DIALOGIC CORPORATION AND SUBSIDIARIES
CALCULATION OF INCOME PER SHARE
(In thousands, except per share amounts)
Three Months Ended
March 31, 1996
Income applicable to shares used in
calculation of income per share $ 10,612
=========
Shares used in calculation of income per share:
Weighted average shares outstanding 15,518
Dilutive effect of stock options after
application of treasury stock method 738
Number of shares used in calculation
of income per share 16,256
------
Income per share $ .65
------
E-2
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM DIALOGIC CORPORATION'S FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000899042
<NAME> DIALOGIC CORPORATION
<MULTIPLIER> 1,000
<CURRENCY> US
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<S> <C>
<PERIOD-TYPE> 3-MOS
<EXCHANGE-RATE> 1
<CASH> 10,749
<SECURITIES> 35,059
<RECEIVABLES> 39,579
<ALLOWANCES> 982
<INVENTORY> 28,643
<CURRENT-ASSETS> 123,389
<PP&E> 40,267
<DEPRECIATION> (17,679)
<TOTAL-ASSETS> 152,652
<CURRENT-LIABILITIES> 23,073
<BONDS> 0
0
0
<COMMON> 204
<OTHER-SE> 126,604
<TOTAL-LIABILITY-AND-EQUITY> 152,652
<SALES> 57,089
<TOTAL-REVENUES> 57,089
<CGS> 21,769
<TOTAL-COSTS> 21,769
<OTHER-EXPENSES> 30,278
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32
<INCOME-PRETAX> 5,042
<INCOME-TAX> 1,815
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,227
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0
</TABLE>
