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 quarterly period ended October 27, 1996
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 0-2258
SMITHFIELD FOODS, INC.
900 Dominion Tower
999 Waterside Drive
Norfolk, Virginia 23510
(757) 365-3000
Delaware 52-0845861
(State of Incorporation) (I.R.S. Employer
Identification Number)
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
Shares outstanding
Class at December 9, 1996
- ------------------- -------------------
Common Stock, $.50
par value per share 18,017,015
1-13
<PAGE>
SMITHFIELD FOODS, INC.
CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - October 27, 1996 and
April 28, 1996 3-4
Consolidated Statements of Operations - 13 Weeks Ended
October 27, 1996 and October 29, 1995 and 26 Weeks
Ended October 27, 1996 and October 29, 1995 5
Consolidated Statements of Cash Flows - 26 Weeks Ended
October 27, 1996 and October 29, 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
PART II. OTHER INFORMATION
Item 2. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11-12
2-13
<PAGE>
PART I. FINANCIAL INFORMATION
SMITHFIELD FOODS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 27, April 28,
(In thousands) 1996 1996
- --------------- ------------ ----------
ASSETS (Unaudited)
<S> <C>
Current assets:
Cash $ 21,733 $ 28,529
Accounts receivable less allowances
of $993 and $1,084 181,529 144,956
Inventories 279,670 210,759
Advances to joint hog production
arrangements 7,632 7,578
Prepaid expenses and other current assets 36,076 28,585
--------- --------
Total current assets 526,640 420,407
--------- --------
Property, plant and equipment 569,228 536,589
Less accumulated depreciation (179,689) (163,866)
--------- ---------
Net property, plant and equipment 389,539 372,723
--------- ---------
Other assets:
Investments in partnerships 37,494 29,662
Other 44,913 34,827
--------- ---------
Total other assets 82,407 64,489
--------- ---------
$ 998,586 $ 857,619
========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
3-13
<PAGE>
SMITHFIELD FOODS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
October 27, April 28,
(In thousands) 1996 1996
- -------------- ----------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
<S> <C>
Current liabilities:
Notes payable $122,500 $110,563
Current portion of long-term debt
and capital lease obligations 10,757 13,392
Accounts payable 154,679 113,344
Accrued expenses and other current
liabilities 102,705 95,082
-------- --------
Total current liabilities 390,641 332,381
-------- --------
Long-term debt and capital lease
obligations 266,856 188,618
-------- --------
Other noncurrent liabilities:
Pension and post-retirement benefits 53,509 59,128
Other 15,961 14,975
-------- --------
Total other noncurrent liabilities 69,470 74,103
-------- --------
Series C 6.75% cumulative convertible redeemable preferred stock,
$1.00 par value, 2,000 shares authorized, issued
and outstanding 20,000 20,000
-------- --------
Stockholders' equity:
Preferred stock, $1.00 par value,
authorized 1,000,000 shares - -
Common stock, $.50 par value,
authorized 25,000,000 shares;
issued 18,454,015 and
18,453,015 shares 9,227 9,227
Additional paid-in capital 92,776 92,762
Retained earnings 157,259 148,171
Treasury stock, at cost, 437,000 shares (7,643) (7,643)
-------- --------
Total stockholders' equity 251,619 242,517
-------- --------
$998,586 $857,619
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
4-13
<PAGE>
SMITHFIELD FOODS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks 13 Weeks 26 Weeks 26 Weeks
Ended Ended Ended Ended
(In thousands, except per share data) Oct. 27, 1996 Oct. 29, 1995 Oct. 27, 1996 Oct. 29, 1995
- ------------------------------------- ------------- ------------- ------------- -------------
<S> <C>
Sales $ 969,226 $ 455,799 $1,862,096 $ 823,127
Cost of sales 895,649 420,387 1,729,757 766,692
---------- ---------- ---------- ----------
Gross profit 73,577 35,412 132,339 56,435
Selling, general and administrative expenses 44,017 17,541 86,873 32,631
Depreciation expense 8,350 5,869 17,105 11,248
Interest expense 7,110 5,249 13,100 9,541
---------- ---------- ---------- ----------
Income from continuing operations
before income taxes 14,100 6,753 15,261 3,015
Income taxes 5,083 2,138 5,498 994
---------- ---------- ---------- ----------
Income from continuing operations 9,017 4,615 9,763 2,021
Loss from discontinued operations, net of tax - - - (1,800)
---------- ---------- ---------- ----------
Net income $ 9,017 $ 4,615 $ 9,763 $ 221
========== ========== ========== ==========
Net income (loss) available to common stockholders $ 8,680 $ 4,431 $ 9,088 $ (131)
========== ========== ========== ==========
Income (loss) per common share:
Continuing operations $ .46 $ .26 $ .49 $ .10
Discontinued operations - - - (.11)
---------- ---------- ---------- ----------
Net income (loss) $ .46 $ .26 $ .49 $ (.01)
========== ========== ========== ==========
Weighted average common shares outstanding 18,695 16,921 18,643 16,909
========== ========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
5-13
<PAGE>
SMITHFIELD FOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
26 Weeks 26 Weeks
Ended Ended
(In thousands) Oct. 27, 1996 Oct. 29, 1995
- -------------- ------------- -------------
<S> <C>
Cash flows from operating activities:
Net income $ 9,763 $ 221
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 18,632 12,303
Increase in accounts receivable (36,573) (28,045)
Increase in inventories (68,911) (64,393)
(Increase) decrease in prepaid expenses
and other current assets (7,491) 2,290
Increase in other assets (11,636) (1,509)
Increase in other liabilities 44,325 15,888
(Gain) loss on sale of property, plant
and equipment (278) 702
---------- ----------
Net cash used in operating activities (52,169) (62,543)
---------- ----------
Cash flows from investing activities:
Capital expenditures (36,366) (44,665)
Proceeds from sale of property, plant
and equipment 2,746 1,175
Investments in partnerships (7,832) (7,117)
(Increase) decrease in advances to joint
hog production arrangement (54) 5,044
---------- ----------
Net cash used in investing activities (41,506) (45,563)
---------- ----------
Cash flows from financing activities:
Net borrowings on notes payable 11,937 58,905
Proceeds from issuance of long-term debt
and capital lease obligations 146,250 31,000
Proceeds from issuance of preferred stock _ 20,000
Principal payments on long-term debt
and capital lease obligations (70,647) (4,903)
Dividends on preferred stock (675) (352)
Exercise of common stock options 14 466
---------- ----------
Net cash provided by financing
activities 86,879 105,116
---------- ----------
Net decrease in cash (6,796) (2,990)
Cash at beginning of period 28,529 14,790
---------- ----------
Cash at end of period $ 21,733 $ 11,800
========== ==========
Supplemental disclosures of cash flow information: Cash payments
during period:
Interest (net of amount capitalized) $ 11,702 $ 9,679
========== ===========
Income taxes $ 3,412 $ 526
========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
6-13
<PAGE>
SMITHFIELD FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) These statements should be read in conjunction with the Consolidated
Financial Statements and related notes which are included in the
Registrant's Annual Report for the fiscal year ended April 28, 1996.
(2) The financial information furnished herein is unaudited. The information
reflects all adjustments (which include only normal recurring adjustments)
which are, in the opinion of management, necessary to a fair statement of
the financial position and the results of operations for the periods
included in this report.
(3) Certain expenses in fiscal 1995 previously classified as selling, general
and administrative have been reclassified as cost of sales.
(4) Inventories consist of the following:
<TABLE>
<CAPTION>
October 27, April 28,
(In thousands) 1996 1996
-------------- ----------- -------
<S> <C>
Fresh and processed meats $213,039 $154,110
Livestock and manufacturing supplies 60,346 51,145
Other 6,285 5,504
-------- --------
$279,670 $210,759
======== ========
</TABLE>
(5) On November 4, 1996, the Registrant purchased substantially all of the
assets and business of the Lykes Meat Group from Lykes Bros. Inc. The
purchase price consisted of $28 million in cash, borrowed under the
Registrant's line of credit, and assumed liabilities. The purchase price is
subject to a post-closing adjustment based upon the final balance sheet of
the Lykes Meat Group as of the closing date. The Registrant expects that
the final purchase price adjustment will be determined on or before
February 3, 1997.
7-13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
On December 20, 1995, the Registrant acquired all of the capital stock of John
Morrell & Co. ("John Morrell"). Accordingly, the Registrant's operating results
for the second quarter and first half of fiscal 1997 include the results of
operations of John Morrell for those periods.
13 Weeks Ended October 27, 1996 -
13 Weeks Ended October 29, 1995
Sales in the second quarter of fiscal 1997 increased $513.4 million, or
112.6%, from the same quarter a year ago. The increase was primarily due to the
inclusion of the sales of John Morrell for the period. In addition, significant
increases in unit sales prices of both fresh pork and processed meats,
reflecting the passthrough of higher raw material costs due to higher live hog
costs, and increased sales of fresh pork related to an increase in the number of
hogs slaughtered on the second shift at the Registrant's Bladen County, North
Carolina plant, contributed to the increase in sales. The increase in sales
reflected an 82.2% increase in sales tonnage, primarily the result of the
inclusion of the sales of John Morrell. The increase in sales tonnage reflected
an 88.8% increase in fresh pork tonnage and a 68.0% increase in processed meats
tonnage.
Cost of sales increased $475.3 million, or 113.1%, in the second quarter of
fiscal 1997, reflecting the increased sales tonnage and a 16.2% increase in live
hog costs. Gross profit in the second quarter of fiscal 1997 increased $38.2
million, or 107.8%, compared to the same quarter of fiscal 1996. The increase in
gross profit was primarily due to the inclusion of the operations of John
Morrell. In addition, the increase in gross profit was due in part to improved
margins on sales of processed meats which were substantially offset by lower
margins on sales of fresh pork. Gross profit was also favorably affected by a
$4.8 million reduction in cost of sales as a result of the performance of the
Registrant's hog production group. In the same quarter of fiscal 1996, gross
profit was favorably affected by a $5.5 million reduction in the cost of sales
as a result of the performance of the group.
Selling, general and administrative expenses increased $26.5 million, or
150.9%, in the second quarter of fiscal 1997. The increase was primarily due to
the inclusion of the operations of John Morrell. Additionally, the increase
reflected higher selling and marketing costs associated with the increase in
fresh pork tonnage.
Depreciation expense increased $2.5 million, or 42.3%, in the second
quarter of fiscal 1997. The increase was primarily due to the inclusion of the
operations of John Morrell.
Interest expense increased $1.9 million, or 35.5%, in the second quarter of
fiscal 1997, reflecting increased carrying costs on higher levels of inventories
and accounts receivable related to higher live hog costs, and the higher cost of
long-term debt placed during the period, a portion of the proceeds of which were
used to repay short-term borrowings at lower interest rates.
The effective income tax rate for the second quarter of fiscal 1997
increased to 36.0% from 31.7% in the corresponding period a year ago, reflecting
the reduced impact of federal and state tax credits.
8-13
<PAGE>
Reflecting the factors discussed above, net income increased to $9.0
million in the second quarter of 1997 compared to net income of $4.6 million in
the same quarter of the prior fiscal year.
26 Weeks Ended October 27, 1996 -
26 Weeks Ended October 29, 1995
Sales in the first half of fiscal 1997 increased $1.04 billion, or 126.2%, from
the same period a year ago. The increase was primarily due to the inclusion of
the sales of John Morrell for the period. In addition, significant increases in
unit sales prices of both fresh pork and processed meats, reflecting the
passthrough of higher raw material costs due to higher live hog costs, and
increased sales of fresh pork related to an increase in the number of hogs
slaughtered on the second shift at the Registrant's Bladen County, North
Carolina, plant contributed to the increase in sales. The increase in sales
reflected an 87.6% increase in sales tonnage, primarily the result of the
inclusion of the sales of John Morrell. The increase in sales tonnage reflected
a 100.9% increase in fresh pork tonnage and a 71.1% increase in processed meats
tonnage.
Cost of sales increased $963.1 million, or 125.6%, in the first half of
fiscal 1997, reflecting the increased sales tonnage and a 22.5% increase in live
hog costs. Gross profit in the first half of fiscal 1997 increased $75.9
million, or 134.5%, compared to the same period of fiscal 1996. The increase in
gross profit was primarily due to the inclusion of the operations of John
Morrell. In addition, the increase in gross profit was due in part to improved
margins on sales of processed meats which were substantially offset by lower
margins on sales of fresh pork. Gross profit was also favorably affected by an
$11.3 million reduction in cost of sales as a result of the performance of the
Registrant's hog production group. In the same period of fiscal 1996, gross
profit was favorably affected by an $8.8 million reduction in cost of sales as a
result of the performance of the group.
Selling, general and administrative expenses increased $54.2 million, or
166.2%, in the first half of fiscal 1997. The increase was primarily due to the
inclusion of the operations of John Morrell. Additionally, the increase
reflected higher selling and marketing costs associated with the increase in
fresh pork tonnage.
Depreciation expense increased $5.9 million, or 52.1%, in the first half of
fiscal 1997. The increase was related to the inclusion of the operations of John
Morrell.
Interest expense increased $3.6 million, or 37.3%, in the first half of
fiscal 1997, reflecting increased carrying costs on higher levels of inventories
and accounts receivable related to higher live hog costs, and the higher cost of
long-term debt placed during the period, a portion of the proceeds of which were
used to repay short-term borrowings at lower interest rates.
The effective income tax rate for the first half of fiscal 1997 increased
to 36.0% from 33.0% in the corresponding period a year ago, reflecting the
reduced impact of federal and state tax credits.
Income from continuing operations increased to $9.8 million in the first
half of fiscal 1997 compared to income from continuing operations of $2.0
million a year ago, reflecting the factors discussed above.
9-13
<PAGE>
In fiscal 1996, the Registrant incurred a $1.8 million loss from
discontinued operations related to the disposition of the assets and business of
Ed Kelly, Inc., its former retail electronics subsidiary, which is reported
separately as discontinued operations in the Registrant's consolidated
statements of operations.
Reflecting the factors discussed above, net income increased to $9.8
million in the first six months of 1997 compared to net income of $0.2 million
in the same period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
During the first half of fiscal 1997, the Registrant's cash used in operations
was $48.0 million, largely the result of a significant increase in the levels of
inventories and accounts receivable associated with a build-up of ham
inventories for the fall holiday season, and substantially higher live hog
costs. Traditionally, the Registrant builds large inventories of hams in the
summer months which are sold during the fall holiday season. These sales are
converted to cash and used to reduce short-term bank debt in the Registrant's
fiscal third quarter.
Capital expenditures in the first half of fiscal 1997 totaled $33.6
million, consisting primarily of $17.6 million related to several plant
renovation and expansion projects at John Morrell, Patrick Cudahy Incorporated
and the Registrant's Bladen County plant, and $10.4 million related to hog
production facilities and a feedmill at Brown's.
On July 30, 1996, the Registrant privately placed $140.0 million of senior
secured notes with a group of institutional lenders. The placement consisted of
$40.0 million of seven-year 8.34% notes and $100.0 million of 10-year 8.52%
notes secured by four of the Registrant's major processing plants. The proceeds
of the financing were used to repay $65.2 million of long-term bank debt and
reduce short-term borrowings. In conjunction with the placement of the senior
secured notes, the Registrant refinanced $59.7 million of existing institutional
long-term debt with the same institutional lenders. The refinancing resulted in
revised maturity dates and repayment schedules for the refinanced debt; however,
no additional proceeds resulted from this refinancing.
In the first quarter of fiscal 1997, the Registrant increased its line of
credit to $255.0 million from $200.0 million. The amended line consists of a
364-day, $205.0 million revolving credit facility and a two-year, $50.0 million
revolving credit facility. The Registrant is using the short-term facility for
seasonal inventory and receivable needs and the long-term facility for working
capital and capital expenditures. In the first half of fiscal 1997, the
Registrant funded its capital expenditures and increased levels of inventories
and accounts receivable with $11.9 million in borrowings under the line of
credit, net of the reduction in borrowings from the placement of the senior
secured notes.
As of October 27, 1996, the Registrant had definitive commitments of $33.2
million for capital expenditures related to current capital projects underway at
its meat processing plants and completion of its hog production expansion
program at Brown's. The Registrant intends to fund these capital expenditures
with internally generated funds.
10-13
<PAGE>
PART II - OTHER INFORMATION
Item 2. Legal Proceedings
Reference is made to the disclosure appearing in Part I, Item 1 of the
Registrant's Annual Report on Form 10-K for the fiscal year ended April 28,
1996, under the caption "BUSINESS-Regulation," as supplemented by the disclosure
appearing in Part II, Item 2 of the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended July 28, 1996.
On October 21, 1996, the Registrant received a letter from the U. S.
Department of Justice ("DOJ") threatening a civil action in federal court
seeking civil penalties for approximately 5,000 alleged violations of the
federal Clean Water Act at its two plants in Smithfield, Virginia. The vast
majority of the alleged violations are based upon permit exceedences during the
last five years which were expressly excused by a series of administrative
consent orders issued by the Virginia State Water Control Board (the "SWCB").
Notwithstanding the fact that the Commonwealth of Virginia, acting through the
SWCB, has primary enforcement responsibility in the Clean Water Act's
cooperative federal-State permitting scheme, and the fact that the SWCB advised
federal authorities of the administrative consent orders when issued, DOJ has
taken the position that the state-issued administrative consent orders do not
bar a federal action seeking relief for permit violations. While each violation
is subject to a civil penalty of up to a maximum of $25,000, the DOJ letter
seeks a $3.5 million payment by the Registrant in settlement of the matter.
Unless settled by December 9, 1996, or some later agreed upon date, DOJ has
indicated that it will proceed to file suit in federal court in Norfolk,
Virginia. If DOJ files suit, the Registrant intends to defend such litigation
vigorously.
As reported in prior disclosures, in the course of a SWCB inspection of the
Registrant's Smithfield, Virginia plants in May, 1994, it was discovered that
records of certain wastewater discharge tests conducted by the Registrant from
1992 through early 1994 could not be located. The employee responsible for the
supervision of the tests and maintenance of the test records was replaced. On
October 22, 1996, the former employee pleaded guilty in the United States
District Court for the Eastern District of Virginia to 23 violations of the
Clean Water Act, including making false reports. Eight of the violations related
to his duties as the Registrant's employee at the Smithfield, Virginia plants,
while the remaining 15 violations were committed during his outside consulting
business activities for public and private entities unrelated to the Registrant.
Neither the Registrant nor any of its other employees has been, or is expected
to be, charged with any criminal violations arising from the former employee's
activities.
The Registrant reaffirms its belief, based on its knowledge of the facts
and circumstances surrounding the violations and investigations, as summarized
herein and in prior disclosures, that the ultimate resolution of these matters
will not have a material adverse effect on its financial position or annual
results of operations.
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits
Exhibit 11 - Computation of Net Income (Loss) Per Common
Share
Exhibit 27 - Financial Data Schedule
11-13
<PAGE>
B. Reports on Form 8-K.
1. A Current Report on Form 8-K for November 12, 1996 was
filed with the Securities and Exchange Commission on
November 14, 1996, to report, under Item 5, the
resignation of John O. Nielson, the Registrant's
President and Chief Operating Officer.
2. A Current Report on Form 8-K for November 4, 1996 was
filed with the Securities and Exchange Commission on
November 18, 1996, to report, under items 2 and 7, that
the Registrant had purchased substantially all of the
assets of the Lykes Meat Group of Lykes Bros. Inc.
12-13
<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.
SMITHFIELD FOODS, INC.
/s/ Aaron D. Trub
--------------------------------
Aaron D. Trub
Vice President, Secretary and Treasurer
/s/ C. Larry Pope
--------------------------------
C. Larry Pope
Vice President and Controller
Date: December 9, 1996
13-13
SMITHFIELD FOODS, INC.
EXHIBIT 11
COMPUTATION OF NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) and the number of common shares and common equivalent shares
used to present net income (loss) per common share were computed as follows:
<TABLE>
<CAPTION>
13 Weeks 13 Weeks 26 Weeks 26 Weeks
Ended Ended Ended Ended
Income (loss) (in thousands) Oct. 27, 1996 Oct. 29, 1995 Oct. 27, 1996 Oct. 29, 1995
- ---------------------------- ------------- ------------- ------------- -------------
<S> <C>
Net income $ 9,017 $ 4,615 $ 9,763 $ 221
Dividends accumulated for Series B
and C preferred stock (337) (184) (675) (352)
-------- -------- -------- --------
Net income (loss) available to
common stockholders $ 8,680 $ 4,431 $ 9,088 $ (131)
======== ======== ======== ========
Common shares (in thousands)
Weighted average common shares:
Outstanding 18,017 16,421 18,016 16,409
Net effect of dilutive stock options 678 500 627 500
-------- -------- -------- --------
Common shares for computation 18,695 16,921 18,643 16,909
======== ======== ======== ========
Net income (loss) per common share $ .46 $ .26 $ .49 $ (.01)
======== ======== ======== ========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-27-1997
<PERIOD-END> OCT-27-1997
<CASH> 21,733
<SECURITIES> 0
<RECEIVABLES> 182,522
<ALLOWANCES> 993
<INVENTORY> 279,670
<CURRENT-ASSETS> 36,076
<PP&E> 569,228
<DEPRECIATION> 179,689
<TOTAL-ASSETS> 998,586
<CURRENT-LIABILITIES> 390,641
<BONDS> 266,856
20,000
0
<COMMON> 9,227
<OTHER-SE> 242,392
<TOTAL-LIABILITY-AND-EQUITY> 998,586
<SALES> 969,226
<TOTAL-REVENUES> 969,226
<CGS> 895,649
<TOTAL-COSTS> 895,649
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,110
<INCOME-PRETAX> 14,100
<INCOME-TAX> 5,083
<INCOME-CONTINUING> 9,017
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,017
<EPS-PRIMARY> .46
<EPS-DILUTED> 0
</TABLE>
