SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarter ended April 2, 2000
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number: 0-22048
STARCRAFT CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 35-1817634
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 1903
2703 College Avenue
Goshen, Indiana 46526
(Address of principal executive offices/zip code)
Registrant's telephone number, including area code: 219/533-1105
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: May 1, 2000 - 4,217,559 shares
of Common Stock, without par value.
<PAGE>
STARCRAFT CORPORATION April 2, 2000
Form 10-Q
- INDEX -
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
Balance Sheets - April 2, 2000 (Unaudited) 1
and October 3, 1999 (Audited)
Statements of Operations (Unaudited) for the three month 2
periods ended April 2, 2000 and March 28, 1999 and the
six month periods ended April 2, 2000 and March 28, 1999
Statements of Cash Flow (Unaudited) for the six month 3
periods ended April 2, 2000 and March 28, 1999
Notes to Financial Statements 4-7
Item 2. Management's Discussion and Analysis 8-10
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
<TABLE>
<CAPTION>
BALANCE SHEETS April 2, 2000 October 3, 1999
------------- ---------------
ASSETS (Dollars in Thousands)
Current Assets
<S> <C> <C>
Cash and cash equivalents ................................ $ 724 $ 600
Trade receivables, less allowance for
doubtful accounts of $40 for 2000 and 1999 .......... 24,112 16,608
Manufacturers' rebates receivable ........................ 203 468
Inventories .............................................. 16,465 16,377
Other .................................................... 395 530
-------- --------
Total current assets ................................. 41,899 34,583
Property and Equipment
Land, buildings, and improvements ........................ 6,410 6,355
Machinery and equipment .................................. 6,346 6,677
-------- --------
12,756 13,032
Less accumulated depreciation ............................ 5,448 5,168
-------- --------
7,308 7,864
Goodwill, at amortized cost ................................... 1,209 1,258
Other assets .................................................. 116 76
-------- --------
$ 50,532 $ 43,781
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Current maturities of long-term debt ..................... $ 1,057 $ 1,057
Accounts payable, trade .................................. 21,401 18,496
Accrued expenses:
Warranty ............................................. 2,543 1,972
Income tax payable ................................... 388 --
Compensation and related expenses .................... 324 384
Taxes ................................................ 774 1,014
Other ................................................ 1,242 1,468
-------- --------
Total current liabilities .................................... 27,729 24,391
Long -Term Debt ............................................... 13,715 13,506
Minority Interest in Subsidiary ............................... 1,952 1,698
Shareholders' Equity
Preferred Stock, no par value;
authorized but unissued
2,000,000 shares
Common Stock, no par value;
10,000,000 shares authorized
4,212,059 shares issued as of April 2, 2000
and 4,176,928 as of October 3, 1999 ................. 14,271 14,144
Warrants (See Note 5) ................................... -- --
Additional paid-in capital .............................. 1,008 1,008
Accumulated deficit ...................................... (8,143) (10,966)
-------- --------
Total shareholders' equity .......................... 7,136 4,186
-------- --------
$ 50,532 $ 43,781
======== ========
</TABLE>
- 1 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
3 Months Ended 6 Months Ended
-------------------------------------------------------------------------
April 2, 2000 March 28, 1999 April 2, 2000 March 28, 1999
------------- -------------- ------------- --------------
(Dollars in thousands, except per share amounts)
Net Sales
<S> <C> <C> <C> <C>
Domestic ................................. $ 30,985 $ 14,793 $ 64,995 $ 26,124
Export ................................... 5,370 3,846 7,553 4,649
-------- -------- -------- --------
36,355 18,639 72,548 30,773
Cost of Goods Sold ............................ 28,895 15,241 57,582 26,417
-------- -------- -------- --------
Gross profit ......................... 7,460 3,398 14,966 4,356
Operating Expenses
Selling and promotion .................... 1,334 1,077 2,420 1,953
General and administrative ............... 2,206 1,904 4,270 3,550
-------- -------- -------- --------
3,540 2,981 6,690 5,503
-------- -------- -------- --------
Operating Income (Loss) .................. 3,920 417 8,276 (1,147)
Nonoperating (Expense) Income
Interest, net ............................ (386) (323) (766) (610)
Other, net ............................... (62) 28 (31) 59
-------- -------- -------- --------
(448) (295) (797) (551)
-------- -------- -------- --------
Income(Loss) before minority
interest and income taxes ............ 3,472 122 7,479 (1,698)
Minority Interest ............................. 1,488 -- 4,253 --
-------- -------- -------- --------
Income (Loss) before income taxes ........ 1,984 122 3,226 (1,698)
Income Taxes .................................. 215 0 403 0
-------- -------- -------- --------
NET INCOME (LOSS) ........................ $ 1,769 $ 122 $ 2,823 $ (1,698)
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE ................ $ 0.42 $ 0.03 $ 0.67 $ (0.41)
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE
ASSUMING DILUTION ................. $ 0.37 $ 0.03 $ 0.59 $ (0.41)
======== ======== ======== ========
</TABLE>
- 2 -
<PAGE>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
STARCRAFT CORPORATION
STATEMENTS OF CASH FLOW
<TABLE>
<CAPTION>
6 Months Ended
April 2, 2000 March 28, 1999
------------- --------------
(Dollars in Thousands)
Operating Activities
<S> <C> <C>
Net Income (Loss) .................... $ 2,823 $(1,698)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Depreciation and amortization ........ 631 607
Minority Interest .................... 253 --
Change in operating
assets and liabilities:
Receivables ............. (7,239) (940)
Inventories ............. (88) (4,793)
Other ................... 135 (324)
Accounts payable ........ 2,905 7,824
Accrued expenses ........ 433 (537)
------- -------
Net Cash from
operating activities .......... (147) 139
Investing Activities
Purchase of property and equipment ... (214) (666)
Other ................................ 76 (343)
Proceeds from sale of property
and equipment ..................... 73 --
------- -------
Net cash from
investing activities ......... (65) (1,009)
Financing Activities
Borrowings on credit agreements ...... 3,592 3,025
Repayments on credit agreements ...... (2,883) (2,374)
Payments on long-term installment debt (500) (371)
Issuance of Common Stock ............. 127 --
------- -------
Net cash from financing
activities .................... 336 280
Increase (Decrease) in Cash and Cash
Equivalents .......................... 124 (590)
Cash and cash equivalents at
beginning of period ............... 600 1,369
------- -------
Cash and cash equivalents at
end of period ..................... $ 724 $ 779
======= =======
</TABLE>
- 3 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS
STARCRAFT CORPORATION
April 2, 2000
- --------------------------------------------------------------------------------
Note 1. Basis of Presentation
The accompanying unaudited financial statements of Starcraft
Corporation (the "Company") have been prepared pursuant to the
rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in
accordance with generally accepted accounting principles have
been condensed or omitted pursuant to those rules and
regulations. Reference is made to the Company's audited
financial statements set forth in its annual report on Form
10-K for its fiscal year ended October 3, 1999.
In the opinion of the management of the Company, the unaudited
financial statements contain all adjustments (which include
only normally recurring adjustments) necessary for a fair
statement of the results of operations for the three month and
six month periods ended April 2, 2000 and March 28, 1999. The
results of operations for the six months ended April 2, 2000
are not necessarily indicative of the results which may be
expected for the year ending October 1, 2000.
Note 2. Inventories
The composition of inventories is as follows (dollars in
thousands):
April 2, 2000 October 3, 1999
------------- ---------------
Raw Materials $10,783 $10,844
Chassis 984 1,918
Work in Process 2,012 1,940
Finished Goods 2,686 1,675
------- -------
$16,465 $16,377
======= =======
- 4 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
Note 3. Earnings Per Share
The computation of earnings per share and earnings per share
assuming dilution follows (in thousands, except per share
amounts):
<TABLE>
<CAPTION>
3 Months 6 Months
----------------------------------- ----------------------------------
April 1, 2000 March 28, 1999 April 2, 2000 March 28, 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Earnings per share
Net income (loss) available
to common stockholders $ 1,769 $ 122 $ 2,823 $(1,698)
======= ======= ======= =======
Weighted average common
shares outstanding 4,205 4,147 4,196 4,142
======= ======= ======= =======
EARNINGS (LOSS) PER SHARE $ 0.42 $ 0.03 $ 0.67 $ (0.41)
======= ======= ======= =======
Earnings per share
Assuming dilution
Net income (loss) available
to common stockholders $ 1,769 $ 122 $ 2,823 $(1,698)
======= ======= ======= =======
Weighted average common
shares outstanding 4,205 4,147 4,196 4,142
Add: Dilutive effects of
assumed exercises:
Incentive Stock Options 274 142 274
Warrants 291 140 295 (a)
Other 6 -- 5
------- ------- ------- -------
Weighted average common
and dilutive potential common
shares outstanding 4,776 4,429 4,770 4,142
======= ======= ======= =======
EARNINGS PER SHARE
ASSUMING DILUTION $ 0.37 $ 0.03 $ 0.59 $ (0.41)
======= ======= ======= =======
</TABLE>
(a) Calculation does not reflect the effect of the employee
stock options and warrants outstanding since their
effect is antidilutive.
- 5 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
Note 4. The tables below present information about segments used by
the chief operating decision maker of the Company for the
three and six month periods ended April 2, 2000 and March 28,
1999.
<TABLE>
<CAPTION>
3 Months 6 Months
--------------------------------------------------------------------------
April 2, 2000 March 28, 1999 April 2, 2000 March 28, 1999
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
Net sales by geographic region:
Conversion Vehicle Products:
Domestic $ 11,553 $ 10,803 $ 20,276 $ 20,917
Export:
Japan 2,355 2,879 3,552 3,146
Europe 2,621 914 3,067 1,434
Middle East 103 47 470 63
Other 291 6 464 6
OEM Automotive Supply:
Domestic 19,432 3,990 44,719 5,207
Export -- -- -- --
-------- -------- -------- --------
$ 36,355 $ 18,639 $ 72,548 $ 30,773
======== ======== ======== ========
Operating income (loss):
Conversion Vehicle Products $ 874 $ 663 $ (423) $ (136)
OEM Automotive Supply 1,652 178 4,667 (81)
-------- -------- -------- --------
$ 2,526 $ 841 $ 4,244 $ (217)
======== ======== ======== ========
</TABLE>
April 2, 2000 October 3, 1999
------------- ---------------
Total Assets:
Conversion Vehicle Products $ 33,174 $ 25,155
OEM Automotive Supply 17,358 18,626
------------ ----------
$ 50,532 $ 43,781
=========== ==========
- 6 -
<PAGE>
NOTES TO FINANCIAL STATEMENTS (Continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
Note 5. Warrants / Related Party Transaction
On November 20, 1998 the Company issued warrants to purchase
shares of common stock to two individuals, both of whom are
currently directors and one of whom is an officer of the
Company, as incentive for their partial guarantee of the
Company's long-term debt. The individuals can each purchase up
to 200,000 shares of common stock of the Company for $2.20 per
share which was the ten day average market price preceding the
date of issuance. The warrants have a five year term.
The Company has elected to follow APB 25 and related
interpretations in accounting for its warrants. Under APB 25
no compensation expense has been recognized because the
exercise price of the Company's warrants has equaled the
market price of the underlying stock on the date of grant.
Proforma information regarding net income and earnings per
share is required by FASB Statement No. 123, "Accounting for
Stock-Based Compensation," (FAS 123") and has been determined
as if the Company had accounted for its warrants issued in
1999 under the fair value method of FAS 123. The fair value
was estimated as of the date of grant using a Black-Sholes
option pricing model using a risk free interest rate of 4.8%,
a 0% dividend yield, a volatility factor of 58% and an
expected life of 3 years. The Company's proforma net income
was $146,000 or $0.04 earnings per share, $0.03 earnings per
share assuming dilution, for fiscal year 1999.
- 7 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Comparison of the three months ended April 2, 2000 (Second
Quarter Fiscal Year 2000) to the three months ended
March 28, 1999 (Second Quarter Fiscal Year 1999)
- --------------------------------------------------------------------------------
Net Sales
Net sales for the quarter ended April 2, 2000 increased $17.7 million to $36.3
million from $18.6 million for the quarter ended March 28, 1999. This growth is
primarily from the OEM Automotive Supply segment. OEM Automotive Supply sales in
the fiscal 2000 quarter were $19.4 million resulting from the Company's
performance under two customer contracts for the full fiscal quarter while the
prior year quarter sales of $4.0 million were generated from operations under
one customer contract in the start-up phase. Export sales, primarily from the
Conversion Vehicle segment, increased $1.5 million to $5.4 million in the fiscal
2000 quarter from $3.9 million in the fiscal 1999 quarter due to higher sales in
Europe.
Gross profit increased to $7.5 million (20.5% of sales) for the quarter ended
April 2, 2000 from $3.4 million (18.2% of sales) for the quarter ended March 28,
1999. The increase in gross profit is attributable to sales growth and higher
margin on the OEM Automotive Supply segment compared to the Conversion Vehicle
segment. Selling and promotion expense increased to $1.3 million for the quarter
ended April 2, 2000 from $1.1 million for the quarter ended March 28, 1999. The
increase is primarily due to commissions on the increased conversion vehicle
sales and increased salesmen to support the expanded sales network. General and
administrative expense increased to $2.2 million in the fiscal 2000 quarter from
$1.9 million for the quarter ended March 28, 1999 primarily due to the OEM
Automotive Supply segment supporting an additional plant operation.
Interest expense increased to $386,000 for the fiscal 2000 quarter from $323,000
for the fiscal 1999 quarter. The increase is due to higher borrowing levels
required to fund the working capital growth from the higher sales levels.
Minority interest results from the Company owning 50% of the OEM Automotive
Supply segment. Income taxes for the fiscal 2000 quarter were $215,000 resulting
from various state tax obligations. The Company does not have federal income tax
expense at this time due to existing tax credit carry forwards generated from
prior year losses which were fully reserved.
- 8 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Comparison of the six months ended April 2, 2000
to the six months ended March 28, 1999
- --------------------------------------------------------------------------------
Net Sales
Net sales for the fiscal 2000 period increased $41.8 million to $72.5 million
from $30.7 million for the fiscal 1999 period. This growth is primarily from the
OEM automotive supply segment. OEM Automotive Supply sales in the fiscal 2000
period were $44.7 million resulting from the Company's performance under two
customer contracts for the full fiscal six month period while the prior year six
month period sales of $5.2 million were generated from operations under one
customer contract in the start-up phase. Export sales, primarily from the
Conversion Vehicle segment, increased $2.9 million to $7.6 million in the fiscal
2000 period from $4.7 million in the fiscal 1999 period primarily due to higher
sales in Europe, and improved economic conditions in Asia.
Gross profit increased to $15.0 million (20.6% of sales) for the 2000 fiscal
period from $4.4 million (14.2% of sales) for the fiscal 1999 period. The
increase in gross profit is attributable to the sales growth and higher margin
on the OEM Automotive Supply segment compared to the Conversion Vehicle segment.
Selling and promotion expense increased to $2.4 million for the fiscal 2000
period from $2.0 million for the fiscal 1999 period. The increase is primarily
due to commissions on the increased conversion vehicle sales and increased
salesmen to support the expanded sales network. General and administrative
expense increased to $4.3 million in the fiscal 2000 period from $3.6 million
for the fiscal 1999 period. The increase is primarily due to the OEM Automotive
Supply segment supporting an additional plant operation.
Interest expense increased to $766,000 for the fiscal 2000 period from $610,000
from the fiscal 1999 period. The increase is due to higher borrowing levels
required to fund the working capital growth from the higher sales levels.
Minority interest results from the Company owning 50% of the OEM Automotive
Supply segment. Income taxes for the fiscal 2000 period were $403,000 resulting
from various state tax obligations. The Company does not have federal income tax
expense at this time due to existing tax credit carry forwards generated from
prior year losses which were fully reserved.
- 9 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (continued)
STARCRAFT CORPORATION
- --------------------------------------------------------------------------------
SEASONALITY AND TRENDS
The Company's sales and profits are dependent on the automotive markets in the
United States and overseas, primarily Japan and Europe, and the OEM's ability to
supply vehicle chassis. The OEM automotive supply segment is dependent on
specific long-term customer contracts. The business tends to be seasonable with
stronger sales in March through July and is influenced by a number of factors
including atypical weather for any sales region and OEM programs affecting the
price, supply and delivery of vehicle chassis.
The Company eliminated much excess production capacity and reduced overhead in
the last several years to address the decline in revenue. In 1997, the Company
began a plan to diversify both its product base and target markets as it
acquired National Mobility Corporation. In 1998, the Company continued to pursue
its cost reduction and diversification strategy with the introduction of the
shuttle bus product and the start-up of the OEM automotive supply business. The
Company plans to continue to develop these new products and to increase its
offerings in the vehicle conversion commercial market.
LIQUIDITY AND CAPITAL RESOURCES
Funds available under the Company's revolving credit agreement were adequate to
finance operations and provide for capital expenditures during the six months
ended April 2, 2000.
Operations consumed $147,000 of cash in the first six months of fiscal 2000
compared to generating cash of $139,000 in the fiscal 1999 period. Trade
receivables at April 2, 2000 are 45% higher than October 3, 1999 primarily due
to the increased OEM automotive supply and export business in the second quarter
which has 45 day payment terms. Accounts payable increased $2.9 from October 3,
1999 due to increased chassis purchases.
Capital expenditures for the 2000 year-to-date were $214,000, primarily for
building improvements, and machinery and equipment.
The Company's use of cash for operations and investing activities was financed
by bank debt. At the end of March 2000, bank debt was $14.8 million.
The Company believes that future cashflows from operations, funds available
under its bank revolving credit agreement, and the continued use of OEM
financing arrangements to manage its chassis inventory will be sufficient to
satisfy its anticipated operating needs and capital improvements for 2000.
The Company has had significant working capital growth and liquidity over the
last year as the Company's sales increased. The Company believes its objectives
for growth over the next few years can be accomplished with minimal capital
investment and that its internal resources and existing or refinanced credit
facilities will provide sufficient liquidity for such purposes.
The Company's current debt arrangement expires in November 2001 and such debt is
payable to the financial institution. The Company believes that with the
improvement in the Company's operations, such debt will be reduced and will
likely be refinanced with extended terms prior to the expiration of the debt
agreement.
The foregoing discussion contains forward looking statements regarding cost
savings, adequacy of capital resources, seasonality and supply of, and demand
for, the Company's products, and the prospects of Management's operating
strategies, all of which are subject to a number of important factors which may
cause the Company's projections to be materially inaccurate. Some of such
factors are described in the Company's Form 10-K for the year ended October 3,
1999, under the subsection entitled "Discussion of Forward-Looking Information"
which is incorporated herein by reference.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of matters to a Vote of Security Holders
(a) Business conducted:
1) Election of Director Nominees:
Votes Cast
For Withheld
Kelly L. Rose 4,067,059 3,175
David J. Matteson 4,067,084 3,150
2) Approval and Ratification of the
appointment of Crowe, Chizek and Company
LLP as auditors for the Company for the
fiscal year ending October 1, 2000:
Votes Cast
Broker
For Against (Non-votes)
--- ------- -----------
4,064,159 5,725 350
3) Approval of Amendment of Stock Incentive Plan
to increase the number of shares available for
issuance under the 1997 Stock Incentive Plan
by 250,000 share:
Votes Cast
Broker
For Abstain Against (Non-votes)
--- ------- ------- -----------
2,427,361 121,800 10,525 1,510,548
Item 6. Exhibits and Reports on Form 8-K
(a) The following are filed as exhibits to this report.
Exhibit No.
----------
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter
for which this report is filed.
- 11 -
<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.
STARCRAFT CORPORATION
---------------------
(Registrant)
May 17, 2000 By: /s/ Michael H. Schoeffler
-------------------------------
Michael H. Schoeffler
President and
Chief Operating Officer
By: /s/ Richard J. Mullin
---------------------------
Richard J. Mullin
Chief Financial Officer
- 12 -
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
registrant's unaudited consolidated financial statements for the six months
ended April 2, 2000 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<CIK> 0000906473
<NAME> Starcraft Corporation
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-1-2000
<PERIOD-START> OCT-4-1999
<PERIOD-END> APR-2-2000
<EXCHANGE-RATE> 1.000
<CASH> 724
<SECURITIES> 0
<RECEIVABLES> 24,152
<ALLOWANCES> 40
<INVENTORY> 16,465
<CURRENT-ASSETS> 41,899
<PP&E> 12,756
<DEPRECIATION> 5,448
<TOTAL-ASSETS> 50,532
<CURRENT-LIABILITIES> 27,729
<BONDS> 13,715
0
0
<COMMON> 14,271
<OTHER-SE> (7,135)
<TOTAL-LIABILITY-AND-EQUITY> 50,532
<SALES> 72,548
<TOTAL-REVENUES> 72,548
<CGS> 57,582
<TOTAL-COSTS> 57,582
<OTHER-EXPENSES> 6,690
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 766
<INCOME-PRETAX> 3,226
<INCOME-TAX> 403
<INCOME-CONTINUING> 2,823
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,823
<EPS-BASIC> 0.67
<EPS-DILUTED> 0.59
</TABLE>
