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
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Quarter Ended January 28, 1996 Commission File Number 0-2258
SMITHFIELD FOODS, INC.
900 Dominion Towers
999 Waterside Drive
Norfolk, Virginia 23510
(804) 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, and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
Shares outstanding
Class at March 12, 1996
- ------------------- -----------------
Common Stock, $.50
par value per share 18,006,015
1-13
<PAGE>
SMITHFIELD FOODS, INC.
CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - January 28, 1996 and
April 30, 1995 3-4
Consolidated Statements of Income - 13 Weeks Ended
January 28, 1996 and January 29, 1995 and 39 Weeks
Ended January 28, 1996 and January 29, 1995 5
Consolidated Statements of Cash Flows - 39 Weeks Ended
January 28, 1996 and January 29, 1995 6
Notes to Consolidated Financial Statements 7-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 9-12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 12
2-13
<PAGE>
PART I. FINANCIAL INFORMATION
SMITHFIELD FOODS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 28, April 30,
(In thousands) 1996 1995
<S> <C> <C>
ASSETS (Unaudited)
Current assets:
Cash $ 24,165 $ 14,790
Accounts receivable less allowances
of $1,309 and $540 144,136 66,727
Inventories 187,558 119,170
Advances to joint hog production
arrangements 5,044 14,042
Prepaid expenses and other current assets 18,756 18,564
------------- ------------
Total current assets 379,659 233,293
------------- ------------
Property, plant and equipment 558,168 415,839
Less accumulated depreciation (157,154) (141,533)
------------- ------------
Net property, plant and equipment 401,014 274,306
------------- ------------
Other assets:
Cost in excess of net assets acquired
less accumulated amortization of
$1,547 and $1,429 4,231 4,835
Investments in partnerships 36,520 27,209
Other 23,153 10,582
------------- ------------
Total other assets 63,904 42,626
------------- ------------
$ 844,577 $ 550,225
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
3-13
<PAGE>
SMITHFIELD FOODS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
January 28, April 30,
(In thousands) 1996 1995
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY (Unaudited)
Current liabilities:
Notes payable $ 83,000 $ 69,695
Current portion of long-term debt
and capital lease obligations 11,536 9,961
Accounts payable 114,204 55,371
Accrued expenses and other current
liabilities 87,675 37,355
------------- ------------
Total current liabilities 296,415 172,382
------------- ------------
Long-term debt and capital lease
obligations 198,968 155,047
------------- ------------
Other noncurrent liabilities:
Deferred income taxes 1,654 18,404
Pension and post-retirement benefits 75,138 4,733
Other 16,708 5,644
------------- ------------
Total other noncurrent liabilities 93,500 28,781
------------- ------------
Redeemable preferred stock 30,000 10,000
------------- ------------
Stockholders' equity:
Preferred stock, $1.00 par value,
authorized 1,000,000 shares - -
Common stock, $.50 par value,
authorized 25,000,000 shares;
issued 17,977,899 and 16,834,026
shares 8,989 8,417
Additional paid-in capital 82,818 49,804
Retained earnings 141,530 133,437
Treasury stock, at cost, 437,000 shares (7,643) (7,643)
------------- ------------
Total stockholders' equity 225,694 184,015
------------- ------------
$ 844,577 $ 550,225
============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
4-13
<PAGE>
SMITHFIELD FOODS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
13 Weeks 13 Weeks 39 Weeks 39 Weeks
Ended Ended Ended Ended
(In thousands, except per share data) Jan. 28, 1996 Jan. 29, 1995 Jan. 28, 1996 Jan. 29, 1995
- ------------------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Sales $ 687,000 $ 439,353 $ 1,510,127 $ 1,144,952
Cost of sales 630,681 384,163 1,397,373 1,028,939
------------ ------------ ------------- ------------
Gross profit 56,319 55,190 112,754 116,013
Selling, general and administrative
expenses 27,585 18,136 60,216 46,279
Depreciation expense 6,945 5,138 18,193 14,430
Interest expense 5,329 3,840 14,870 10,061
------------ ------------ ------------- ------------
Income from continuing operations
before income taxes 16,460 28,076 19,475 45,243
Income taxes 5,673 10,028 6,667 16,568
------------ ------------ ------------- ------------
Income from continuing operations 10,787 18,048 12,808 28,675
Loss from discontinued operations,
net of tax (2,100) (718) (3,900) (1,173)
------------ ------------ ------------- -------------
Net income $ 8,687 $ 17,330 $ 8,908 $ 27,502
------------ ------------ ------------- ------------
Net income available to common
stockholders $ 8,151 $ 17,162 $ 8,034 $ 26,996
============ ============ ============= ============
Income (loss) per common share:
Continuing operations $ .58 $ 1.04 $ .70 $ 1.65
Discontinued operations (.12) (.04) (.23) (.07)
------------ ------------ ------------- -------------
Net income $ .46 $ 1.00 $ .47 $ 1.58
============ ============ ============= ============
Weighted average common shares
outstanding 17,633 17,137 17,152 17,018
============ ============ ============= ============
</TABLE>
See accompanying notes to consolidated financial statements.
5-13
<PAGE>
SMITHFIELD FOODS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
39 Weeks 39 Weeks
Ended Ended
(In thousands) Jan. 28, 1996 Jan. 29, 1995
- -------------- ------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 8,908 $ 27,502
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 19,935 16,191
Increase in accounts receivable (11,753) (13,406)
(Increase) decrease in inventories (19,931) 8,477
(Increase) decrease in prepaid expenses
and other current assets 201 (3,072)
Increase in other assets (12,102) (10,417)
Increase in accounts payable,
accrued expenses and other
liabilities 28,867 20,353
Loss on sale of property, plant
and equipment 1,816 555
------------- -------------
Net cash provided by operating activities 15,941 46,183
------------- -------------
Cash flows from investing activities:
Capital expenditures (61,808) (70,998)
Payment of cash portion for purchase of
John Morrell & Co., net of cash acquired (14,079) -
Proceeds from sale of property, plant
and equipment 1,993 1,911
Investments in partnerships (235) (4,372)
------------- -------------
Net cash used in investing activities (74,129) (73,459)
------------- -------------
Cash flows from financing activities:
Net borrowings (repayments) on notes payable 6,029 (15,779)
Proceeds from issuance of long-term debt 50,000 50,000
Principal payments on long-term debt
and capital lease obligations (8,177) (11,485)
Exercise of common stock options 585 1,908
Proceeds from issuance of preferred stock 20,000 -
Preferred dividends (874) (506)
------------- -------------
Net cash provided by (used in)
financing activities 67,563 24,138
------------- -------------
Net increase (decrease) in cash 9,375 (3,138)
Cash at beginning of period 14,970 12,350
------------- -------------
Cash at end of period $ 24,165 $ 9,212
============= =============
Supplemental disclosures of cash flow information:
Cash payments during period:
Interest (net of amount capitalized) $ 14,599 $ 10,476
============= =============
Income taxes $ 1,892 $ 10,465
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
6-13
<PAGE>
SMITHFIELD FOODS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) The Notes to Consolidated Financial Statements included in Registrant's
Annual Report for the fiscal year ended April 30, 1995 should be read in
conjunction with the quarterly financial statements.
(2) Certain expenses previously classified as selling, general and
administrative have been reclassified as cost of sales.
(3) The financial information furnished herein is unaudited. The information
reflects all adjustments (which included only normal recurring adjustments)
which are, in the opinion of management, necessary to a fair statement of
the results of operations for the interim periods included in this report.
(4) Inventories consist of the following:
January 28, April 30,
(In thousands) 1996 1995
-------------- ----------- --------
Fresh and processed meats $140,766 $ 82,957
Livestock and manufacturing supplies 46,792 28,596
Other - 7,617
-------- --------
$187,558 $119,170
======== ========
(5) During the second quarter, the Registrant authorized and issued 2,000
shares of Series C 6.75% cumulative convertible redeemable preferred stock
in a private transaction for $20,000,000. These shares are convertible into
666,666 shares of the Registrant's common stock at $30.00 per share. The
shares are mandatorily redeemable in October, 2005, at $10,000 per share,
plus accumulated and unpaid dividends and have an equivalent liquidation
preference. Redeemable preferred stock consists of the following:
January 28, April 30,
(In thousands) 1996 1995
-------------- ----------- --------
Series B 6.75% cumulative convertible
redeemable preferred stock, $1.00 par
value, 1,000 shares authorized, issued
and outstanding $ 10,000 $ 10,000
Series C 6.75% cumulative convertible
redeemable preferred stock, $1.00 par
value, 2,000 shares authorized, issued
and outstanding 20,000 -
-------- --------
$ 30,000 $ 10,000
======== ========
Subsequent to January 28, 1996, all of the Series B 6.75% preferred stock
was converted into 465,116 shares of the Registrant's common stock at
$21.50 per share.
7-13
<PAGE>
(6) As of April 30, 1995, the Registrant adopted a plan to dispose of the
assets and business of Ed Kelly, Inc. ("Kelly"), its former retail
electronics subsidiary, which is reported separately as discontinued
operations in the Registrant's consolidated statements of operations.
Because the disposal took much longer than planned, operating losses
exceeded estimations and deterioration in the estimated realization value
of Kelly's assets was greater than anticipated. As a result, an additional
loss from discontinued operations, net of tax, of $2,100,000 was recorded
in the quarter ended January 28, 1996. For the thirty-nine weeks ended
January 28, 1996, total loss from discontinued operations, net of tax,
aggregated $3,900,000.
(7) On December 20, 1995, the Registrant acquired all of the capital stock of
John Morrell & Co. ("Morrell") from Chiquita Brands International, Inc. for
$58,000,000, consisting of $25,000,000 in cash (borrowed under the
Registrant's $200,000,000 revolving credit facility with a group of six
banks) and 1,094,273 shares of the Registrant's common stock, plus the
assumption of all of Morrell's liabilities. The acquisition was accounted
for under the purchase method of accounting and the results of Morrell are
included in the accompanying consolidated financial statements since
December 20, 1995. Morrell operates five plants in the Midwest, slaughters
30,000 hogs a day, and has a large branded processed meat base with a
strong market presence in the Midwest and western United States.
The following unaudited pro forma information combines the
results of the Registrant and Morrell as if the acquisition had occurred
at the beginning of the periods presented.
39 Weeks 39 Weeks
Ended Ended
(In thousands, except per share data) Jan. 28, 1996 Jan. 29, 1995
------------------------------------- ------------- -------------
Sales $2,540,795 $2,209,090
Income from continuing operations 16,707 38,776
Net income 12,807 37,603
Income per common share:
Continuing operations .88 2.06
Net income .66 2.00
The Registrant filed a report on Form 8-K/A on March 4, 1996 which provides
complete pro forma information related to the acquisition of Morrell.
8-13
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
13 Weeks Ended January 28, 1996 -
13 Weeks Ended January 29, 1995
Sales in the third quarter of fiscal 1996 increased $247.6 million, or 56.4%,
from the same quarter a year ago. The increase was primarily due to the sales of
John Morrell & Co. ("Morrell") since December 20, 1995 and increased slaughter
levels at the Registrant's Bladen County, North Carolina plant. The sales dollar
increase is the result of increased sales tonnage of 44.4% combined with an 8.3%
increase in unit sales prices. The increase in sales tonnage was the result of
an 80.7% increase in fresh pork tonnage and a 15.3% increase in processed meats
tonnage.
Cost of sales increased $246.5 million, or 64.2%, in the third quarter of
fiscal 1996, reflecting the increased sales tonnage, sharply higher live hog
prices and higher warehousing and transportation costs associated with the
increase in sales tonnage. Gross profit in the third quarter of fiscal 1996
increased by $1.1 million, or 2.0%, compared with the same quarter of fiscal
1995, when margins benefited from unusually low hog prices. The gross profit
reflected lower margins on increased sales of both fresh pork and processed
meats compared with the third quarter of fiscal 1995. These margins were offset
by substantially improved results at the Registrant's hog production operations.
Selling, general and administrative expenses increased $9.4 million, or
52.1%, in the third quarter of fiscal 1996. The increase is primarily the result
of the inclusion of the operations of Morrell since December 20, 1995.
Depreciation expense increased $1.8 million, or 35.2%, in the third quarter
of fiscal 1996 from the same quarter a year ago. The increase is related to
continued expansion at the Bladen County plant, additional hog production
facilities at Brown's of Carolina, Inc. ("Brown's") and the inclusion of the
operations of Morrell since December 20, 1995.
Interest expense increased $1.5 million, or 38.8%, in the third quarter of
fiscal 1996, reflecting increased carrying costs on long-term debt related to
the funding of capital projects at the Bladen County plant and Brown's, higher
short- and long-term interest rates, and the interest costs associated with the
cash portion of the purchase price related to the acquisition of Morrell.
The effective income tax rate for the third quarter of fiscal 1996
decreased to 34.5% from 35.7% in the corresponding period a year ago, reflecting
a lower tax rate on foreign sales and benefits related to certain insurance
contracts.
Income from continuing operations totalled $10.8 million in the third
quarter of fiscal 1996 compared with income from continuing operations of $18.0
million a year ago and reflects the factors discussed above.
In the third quarter, the Registrant completed the disposition of the
assets and business of Ed Kelly, Inc. ("Kelly"), its former retail electronics
subsidiary, which is reported separately as discontinued operations in the
Registrant's consolidated statements of income. The delay in the final
disposition of Kelly's assets and business led to an unanticipated deterioration
in Kelly's estimated realization value, resulting in an additional loss from
discontinued operations, net of tax, of $2.1 million in the third quarter of
fiscal 1996.
9-13
<PAGE>
Reflecting the factors discussed above, net income for the third quarter of
fiscal 1996 was $8.7 million compared with net income of $17.3 million in the
same quarter of the prior fiscal year.
39 Weeks Ended January 28, 1996 -
39 Weeks Ended January 29, 1995
Sales in the first nine months of fiscal 1996 increased $365.2 million, or
31.9%, from the same period a year ago. The increase was due primarily to the
sales of Morrell since December 20, 1995 and increased slaughter levels at the
Registrant's Bladen County, North Carolina plant. The sales dollar increase is
the result of increased sales tonnage of 25.5% combined with a 5.1% increase in
unit sales prices. The increase in sales tonnage was the result of a 45.9%
increase in fresh pork tonnage and a 3.0% increase in processed meats tonnage.
Cost of sales increased $368.4 million, or 35.8%, in the first nine months
of fiscal 1996, reflecting the increased sales tonnage, sharply higher live hog
prices and higher warehousing and transportation costs associated with the
increase in sales tonnage. Gross profit in the first nine months of fiscal 1996
decreased by $3.3 million, or 2.8%, compared with the same period of fiscal 1995
when margins benefited from unusually low hog prices. The gross profit reflected
lower margins on increased sales of both fresh pork and processed meats compared
with the first nine months of fiscal 1995. These margins were offset by
substantially improved results at the Registrant's hog production operations.
Selling, general and administrative expenses increased $13.9 million, or
30.1%, in the first nine months of fiscal 1996. The increase is primarily the
result of the inclusion of the operations of Morrell since December 20, 1995 and
higher selling and marketing costs associated with the increase in sales
tonnage.
Depreciation expense increased $3.8 million, or 26.1%, in the first nine
months of fiscal 1996 from the same period a year ago. The increase is related
to continued expansion at the Bladen County plant, additional hog production
facilities at Brown's and the inclusion of the operations of Morrell.
Interest expense increased $4.8 million, or 47.8%, in the first nine months
of fiscal 1996, reflecting increased carrying costs on long-term debt related to
the funding of capital projects at the Bladen County plant and Brown's, higher
short- and long-term interest rates, and interest costs associated with the cash
portion of the purchase price related to the acquisition of Morrell.
The effective income tax rate for the first nine months of fiscal 1996
decreased to 34.2% from 36.6% in the corresponding period a year ago, reflecting
a lower tax rate on foreign sales and benefits related to certain insurance
contracts.
Income from continuing operations totalled $12.8 million in the first nine
months of fiscal 1996 compared with income from continuing operations of $28.7
million a year ago and reflects the factors discussed above.
10-13
<PAGE>
In the third quarter, the Registrant completed the disposition of the
assets and business of Kelly, its former retail electronics subsidiary, which is
reported separately as discontinued operations in the Registrant's consolidated
statements of income. The delay in the final disposition of Kelly's assets and
business led to an unanticipated deterioration in Kelly's estimated realization
value, resulting in an additional loss from discontinued operations, net of tax,
of $3.9 million for the first nine months of fiscal 1996.
Reflecting the factors discussed above, net income for the first nine
months of fiscal 1996 was $8.9 million compared with net income of $27.0
million in the same period of the prior fiscal year.
LIQUIDITY AND CAPITAL RESOURCES
During the first nine months of fiscal 1996, the Registrant's cash provided by
operations was $15.9 million, largely the result of profitable operations and
non-cash charges offset by increased requirements for working capital.
Capital expenditures in the first nine months of fiscal 1996 totaled $61.8
million, consisting primarily of $22.7 million for hog production facilities at
Brown's and $22.0 million to increase storage and distribution capacities at the
Bladen County plant.
On December 20, 1995, the Registrant acquired from Chiquita Brands
International, Inc. all of the outstanding capital stock of Morrell for a total
purchase price of $58.0 million, consisting of $25.0 million in cash (borrowed
under the Registrant's $200.0 million revolving credit facility) and the
issuance of 1,094,273 shares of its common stock. The Registrant also assumed
all of Morrell's liabilities, including $77.5 million in unfunded pension
liabilities.
The capital expenditures were funded with a portion of the $50.0 million
long-term borrowings under the Registrant's bank revolving credit facility and
$20.0 million in cash from the private sale in October 1995 of the Registrant's
Series C 6.75% cumulative convertible redeemable preferred stock to Sumitomo
Corporation of America. The preferred stock is convertible into 666,666 shares
of the Registrant's common stock at $30.00 per share. In the second quarter, the
Registrant increased its revolving credit facility to $200.0 million from $110.0
million. The amended revolving credit facility, which is provided by a group of
six banks, consists of a 364-day, $150.0 million revolving credit facility and a
two-year, $50.0 million revolving credit facility. The short-term facility is
being used for seasonal inventory and receivable needs and the long-term
facility is being used for working capital and capital expenditures.
In connection with the acquisition of Morrell, the Registrant assumed a
$75.0 million credit facility related to the assets and business of Morrell,
which expires on April 30, 1996 and is used for working capital at the company.
The Registrant plans to increase its existing $200.0 million facility to $275.0
million in the fourth quarter of fiscal 1996 and allow the $75.0 million credit
facility to expire.
The Registrant currently plans to place $125.0 million of long-term,
secured debt with a group of institutional lenders in the first quarter of
fiscal 1997. The proceeds will be used to repay $45.0 million of existing
long-term debt due in October 1997 and reduce short-term borrowings under its
existing credit facility.
11-13
<PAGE>
As of January 28, 1996, the Registrant had definitive commitments of $42.6
million for capital expenditures related to capital projects at certain of its
meat processing facilities and construction of new hog production facilities and
a feedmill at Brown's.
Subsequent to January 28, 1996, all of the Registrant's Series B 6.75%
preferred stock (totalling $10.0 million) was converted to 465,116 shares of its
common stock at $21.50 per share.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits.
Exhibit 11 - Computation of Net Income Per Share
Exhibit 27 - Financial Data Schedule (electronically
submitted)
B. Reports on Form 8-K.
The following reports on Form 8-K were filed during quarter
ended January 28, 1996:
Report on Form 8-K dated December 22, 1995 reporting Item 5.
Other Events.
Report on Form 8-K dated January 4, 1996 reporting Item 2.
Acquisition or Disposition of Assets and Item 7. Financial
Statements and Exhibits
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 & Treasurer
/s/ C. LARRY POPE
C. Larry Pope
Controller
Date: March 12, 1996
13-13
SMITHFIELD FOODS, INC.
EXHIBIT 11
COMPUTATION OF NET INCOME PER COMMON SHARE
Net income and the number of common shares and common equivalent shares used to
present net income per common share were computed as follows:
<TABLE>
<CAPTION>
13 Weeks 13 Weeks 39 Weeks 39 Weeks
Ended Ended Ended Ended
Jan. 28, 1996 Jan. 29, 1995 Jan. 28, 1996 Jan. 29, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Income (in thousands)
Net income $ 8,687 $17,330 $ 8,908 $ 27,502
Dividends accumulated for Series B
and C preferred stock (536) (168) (874) (506)
--------- --------- ----------- ----------
Net income available to
common stockholders $ 8,151 $17,162 $ 8,034 $ 26,996
======== ======= =========== ==========
Shares (in thousands)
Weighted average shares
Outstanding: 16,910 16,391 16,576 16,386
Net effect of dilutive stock options 723 746 576 692
-------- ------- --------- ----------
Shares for computation 17,633 17,137 17,152 17,078
======== ======= ========= ==========
Net income per share $ .46 $ 1.00 $ .47 $ 1.58
======== ======= ========= ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> APR-28-1996
<PERIOD-END> JAN-28-1996
<CASH> 24,165
<SECURITIES> 0
<RECEIVABLES> 145,445
<ALLOWANCES> 1,309
<INVENTORY> 187,558
<CURRENT-ASSETS> 379,659
<PP&E> 558,168
<DEPRECIATION> 157,154
<TOTAL-ASSETS> 844,577
<CURRENT-LIABILITIES> 296,415
<BONDS> 198,968
8,989
0
<COMMON> 30,000
<OTHER-SE> 216,705
<TOTAL-LIABILITY-AND-EQUITY> 844,577
<SALES> 687,000
<TOTAL-REVENUES> 687,000
<CGS> 630,681
<TOTAL-COSTS> 630,681
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,329
<INCOME-PRETAX> 16,460
<INCOME-TAX> 5,673
<INCOME-CONTINUING> 10,787
<DISCONTINUED> (2,100)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,687
<EPS-PRIMARY> .46
<EPS-DILUTED> 0
</TABLE>
