<PAGE> 1
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 SEPTEMBER 30, 1999
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 1-12870
COLD METAL PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 16-1144965
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
8526 SOUTH AVENUE, YOUNGSTOWN, OHIO 44514
(Address of principal executive offices) (Zip Code)
(330) 758-1194
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes[X] No [ ]
Number of shares of Common Stock outstanding as of October 29, 1999: 6,367,500
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COLD METAL PRODUCTS, INC. AND SUBSIDIARY
SEC FORM 10-Q
Quarter Ended September 30, 1999
Index
-----
Page No.
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Operations ............................3
Condensed Consolidated Balance Sheets ......................................4
Condensed Consolidated Statements of Cash Flows ............................5
Notes to Condensed Consolidated Financial Statements .......................6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations ......................................................8
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings ...............................................11
Item 4. Submission of Matters to a Vote of Securities Holders ...........11
Item 5. Other Information ...............................................12
Item 6. Exhibits and Reports on Form 8-K ................................12
Signatures ................................................................12
2
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<TABLE>
<CAPTION>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
COLD METAL PRODUCTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
Three Months Ended Six Months Ended
------------------ ----------------
September 30, September 30,
------------- -------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 49,761 $ 61,367 $ 100,896 $ 128,223
Cost of sales 43,501 57,610 88,535 119,030
----------- ----------- ----------- -----------
Gross profit 6,260 3,757 12,361 9,193
Selling, general, and administrative expenses 3,425 4,243 7,033 8,040
Interest expense 856 1,138 1,658 2,268
----------- ----------- ----------- -----------
Income (loss) before income taxes 1,979 (1,624) 3,670 (1,115)
Income taxes expense (benefit) 734 (610) 1,364 (463)
----------- ----------- ----------- -----------
Net income (loss) $ 1,245 $ (1,014) $ 2,306 $ (652)
=========== =========== =========== ===========
Basic and diluted
net income (loss) per share $ 0.20 $ (0.14) $ 0.36 $ (0.09)
=========== =========== =========== ===========
Weighted average common shares outstanding
6,367,500 7,069,005 6,409,372 7,071,613
=========== =========== =========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
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<TABLE>
<CAPTION>
COLD METAL PRODUCTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)
(UNAUDITED)
<S> <C> <C>
September 30, March 31,
------------- ---------
1999 1999
---- ----
Assets:
Cash $ 2,451 $ 399
Receivables 28,702 38,772
Inventories 32,717 31,481
Prepaid and other current assets 1,269 2,729
--------- ---------
Total current assets 65,139 73,381
Property, plant and equipment - at cost 76,246 74,728
Less accumulated depreciation (36,322) (34,444)
--------- ---------
Property, plant and equipment - net 39,924 40,284
Other assets 10,434 9,563
--------- ---------
Total assets $ 115,497 $ 123,228
========= =========
Liabilities and shareholders' equity:
Short-term borrowings $ 8,904 $ 17,976
Accounts payable 20,183 17,221
Other current liabilities 8,925 12,611
--------- ---------
Total current liabilities 38,012 47,808
Long-term debt 36,554 37,356
Postretirement and other benefits 16,380 16,048
Shareholders' equity:
Common stock, $.01 par value; 15,000,000 shares
authorized, 7,532,250 shares issued 75 75
Additional paid-in capital 25,370 25,360
Retained earnings 7,946 5,640
Accumulated other comprehensive income (loss) (3,195) (3,732)
Less treasury stock, 1,164,750, and 999,750 shares, at cost (5,645) (5,327)
--------- ---------
Total shareholders' equity 24,551 22,016
--------- ---------
Total liabilities and shareholders' equity $ 115,497 $ 123,228
========= =========
</TABLE>
See notes to condensed consolidated financial statements
4
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<TABLE>
<CAPTION>
COLD METAL PRODUCTS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Six Months Ended September 30,
------------------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Net income $ 2,306 $ 1,064
Adjustments to reconcile net income to cash
provided by (used in) operating activities:
Depreciation and amortization 1,756 2,392
Deferred directors' fees 10 20
Changes in operating assets and liabilities:
Accounts receivable (4,206) (708)
Inventory (987) (2,219)
Accounts payable 2,745 279
Accrued expenses and other (2,649) (1,389)
--------- ---------
Net cash (used in) operating activities (1,025) (561)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Additions to property, plant and equipment (1,245) (1,896)
Sale of assets 14,642 --
--------- ---------
Net cash provided by (used in) investing activities 13,397 (1,896)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Payment of term loans (735) (715)
Proceeds from revolving line of credit 76,568 113,392
Payments of revolving line of credit (85,854) (109,592)
Treasury stock acquisition (317) (70)
--------- ---------
Net cash (used in) provided by financing activities (10,338) 3,015
Net increase in cash 2,034 558
Effect of exchange rates on cash 18 --
Cash at beginning of period 399 898
--------- ---------
Cash at end of period $ 2,451 $ 1,456
========= =========
</TABLE>
See notes to condensed consolidated financial statements.
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COLD METAL PRODUCTS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. OPINION OF MANAGEMENT
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments, consisting of normal recurring
accruals, necessary to present fairly the financial position of Cold Metal
Products, Inc. and Subsidiary (the Company) as of September 30, 1999 and March
31, 1999, the results of operations for the three month and six month periods
ended September 30, 1999 and 1998, and changes in cash flows for the six months
ended September 30, 1999 and 1998. The results of operations for the periods
ended September 30, 1999 and 1998 are not necessarily indicative of the results
to be expected for the full year.
The condensed consolidated financial statements do not include footnotes and
certain financial information normally presented annually under generally
accepted accounting principles and, therefore, should be read in conjunction
with the audited consolidated financial statements contained in the Company's
annual report on Form 10-K for the year ended March 31, 1999.
NOTE 2. RESULTS OF FOREIGN OPERATIONS
The Company operates in one business segment, intermediate steel processing. The
Company derived revenues from customers in the United States of approximately
$33.7 million and $35.8 million during the three months ended September 30, 1999
and 1998 and $69.8 million and $72.1 million during the six months ended
September 30, 1999 and 1998. The remainder of the Company's revenues are related
to customers and operations in Canada.
NOTE 3. PER SHARE CALCULATIONS
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
September 30, September 30,
------------- -------------
(In thousands)
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income (loss) $ 1,245 $ (1,014) $ 2,306 $ (652)
Basic average shares outstanding 6,367,500 7,069,005 6,409,372 7,071,613
Diluted average shares outstanding 6,409,114 7,069,005 6,430,408 7,071,613
Basic and diluted earnings per share $ 0.20 $ (0.14) $ 0.36 $ (0.09)
=====================================================================
</TABLE>
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NOTE 4. INVENTORIES
Inventories are classified as follows:
<TABLE>
<CAPTION>
September 30, March 31,
------------- ---------
1998 1999
---- ----
(In thousands)
<S> <C> <C>
Raw Materials $ 13,978 $ 12,554
Work-in-process 12,189 11,263
Finished goods 6,550 7,664
--------------------------------------
Total inventories $ 32,717 $ 31,481
======================================
</TABLE>
NOTE 5. COMMON STOCK
Under a stock repurchase program authorized by the Company's Board of Directors,
the Company purchased 165,000 shares of treasury stock in the six month period
ended September 30, 1999 for a total of $317,000, resulting in an aggregate
purchase of treasury shares of $3.0 million which is the maximum amount
permitted by the Company's current financing agreements.
NOTE 6. COMPREHENSIVE INCOME
Comprehensive income is comprised of net income and foreign currency translation
adjustment for the period. Translation adjustments were $92,000 and $(2.1)
million for the three months ended September 30, 1999 and 1998, respectively and
$537,000 and $(3.7) million for the six months ended September 30, 1999 and
1998, respectively. Total comprehensive income (loss) for the three months ended
September 30, 1999 and 1998 was $1.3 million and $(3.1) million, respectively.
Total comprehensive income (loss) for the six months ended September 30, 1999
and 1998 was $2.8 million and $(3.8) million, respectively.
NOTE 7. RESTRUCTURING COSTS
In the fourth quarter of fiscal 1999, the Company initiated a restructuring plan
to align it operations with current market conditions, improve the productivity
of its operations, and create a more efficient organizational structure. In
conjunction with the plan, the company recorded a pretax charge of $2.5 million
comprised of severance and other employment-related costs resulting from a
reduction in workforce. Payments under this plan totaled $.3 million in the
quarter ended September 30, 1999, $1.3 million in the quarter ended June 30,
1999, and $.6 million in the quarter ended March 31, 1999. The remaining
liability of $.3 million is expected to be substantially paid by the end of
fiscal year 2000.
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ITEM 2.
COLD METAL PRODUCTS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of financial
condition and results of operations during the periods included in the
accompanying consolidated financial statements and should be read in conjunction
with the annual financial statements.
Results of Operations
- ---------------------
The following table presents the Company's results of operations as a
percentage of net sales:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, SIX MONTHS ENDED
SEPTEMBER 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 87.4 93.9 87.8 92.8
-------------------------------------------------------------------------
Gross profit 12.6 6.1 12.2 7.2
Selling, general, and administrative
expenses 6.9 6.9 7.0 6.3
Interest expense 1.7 1.8 1.6 1.8
-------------------------------------------------------------------------
Income (loss) before income taxes 4.0 -2.6 3.6 -0.9
Income tax expense (benefit) 1.5 -1.0 1.3 -0.4
-------------------------------------------------------------------------
Net income (loss) 2.5% -1.6% 2.3% -0.5%
-------------------------------------------------------------------------
</TABLE>
Net sales for the three months ended September 30, 1999 were $49.8
million, which were $11.6 million or 18.9% less than the Company's net sales for
the corresponding period ended September 30, 1998. Lower revenue primarily
reflected the elimination of $13.4 million of revenue for the quarter ended
September 30, 1998 attributable to the Ontario, Canada service centers divested
by the Company in March 1999. After adjusting the quarter ended September 30,
1998 to remove the service center activity for comparison purposes, net sales
for the quarter ended September 30, 1999 increased $1.8 million or 3.8%. This
increase is attributable to 12.2% higher volume of tons shipped, which accounted
for $5.8 million of sales increase, offset by $4.0 million from mix of lower
revenue product sold.
For the six months ended September 30, 1999, net sales of $100.9
million were $27.3 million lower that the $128.2 million for the comparable
period of the prior year, reflecting the elimination of revenue attributable to
the divested service centers. On a comparable location basis, year to date net
sales were up $1.6 million, or 1.6%, as a result of a 9.2% increase in volume,
which accounted for $9.2 million of sales increase, offset by $7.6 million from
mix of lower revenue product.
Gross profit for the three months ended September 30, 1999 was $6.3
million or 12.6% of net sales, which was an increase of $2.5 million over the
three months ended September 30, 1998. Gross profit for the three months ended
September 30, 1998 was $6.8 million, or 6.1% of net sales. Gross profit for the
six months ended September 30, 1999 was $12.4 million or 12.2% of net sales
compared
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to $9.2 million or 7.2% of net sales for the six months ended September 30,
1998. The increase in margins resulted from the elimination of the unprofitable
service center operations, cost savings from the Company's restructuring
initiatives, and increased volume at the Ottawa, Ohio and the Company's
continuing Canadian operations.
Selling and administrative costs of $3.4 million for the three months
ended September 30, 1999 represented 6.9% of sales; selling and administrative
costs for the three months ended September 30, 1998 were $4.2 million, also 6.9%
of net sales. Lower expense resulted from the sale of the Ontario service
centers and the effect of cost reduction efforts implemented at the end of the
prior fiscal year, somewhat offset by higher incentive compensation accruals
related to the improved profitability of the Company's operations. Additionally,
expense in the prior year period reflected a special charge related to the
former chief executive officer's retirement agreement. For the six month
period ended September 30, 1999, selling and administrative costs were $7.0
million, or 7.0% of net sales, compared to $8.0 million, or 6.3% of net sales
for the six months ended September 30, 1998, due to the aforementioned items.
Interest expense was $.9 million, or 1.7% of net sales for the three
months ended September 30, 1999 as compared to $1.1 million or 1.8% of net sales
for the three months ended September 30, 1998. For the six months ended
September 30, 1999, interest expense was $1.7 million, or 1.6% of net sales,
compared to $2.3 million, or 1.8% of net sales for the six month period ended
September 30, 1998. Lower expense primarily reflected the decrease in debt
resulting from the collection of proceeds of the service center sale.
Income before taxes was $2.0 million, or 4.0% of net sales for the
three months ended September 30, 1999. For the three months ended September 30,
1998, loss before taxes was $(1.6) million, or (2.6)% of net sales. For the six
months ended September 30, 1999, income (loss) before taxes was $3.7 million, or
3.6% of net sales, compared with $(1.1) million, or (.9)% of net sales for the
six months ended September 30, 1998.
Income tax expense (benefit) for the three months ended September 30,
1999 was $.7 million, or 1.5% of net sales compared to $(.6) million, or (1.0)%
of net sales for the same period ended September 30, 1998. Income tax expense
(benefit) for the six months ended September 30, 1999 was $1.4 million, or 1.3%
of net sales, compared to $(.5) million, or (.5)% of net sales for the six
months ended September 30, 1998. The effective tax rate was an 37.1% for the
three months ended September 30, 1999, compared to 37.6% for the three months
ended September 30, 1998. For the six months ended September 30, 1999, the
effective tax rate was 37.2%, compared to 41.5% for the six months ended
September 30, 1998. The effective tax rate in the prior year period reflected a
minor adjustment of valuation allowance.
Net income for the three months ended September 30, 1999 was $1.2
million, or $.20 per share as compared to net loss of $(1.0) million, or $(.14)
per share for the three months ended September 30, 1998. Net income for the six
months ended September 30, 1999 was $2.3 million or $.36 per share compared to
net loss of $(.7) million or $(.09) per share for the six months ended September
30, 1998.
Liquidity and Capital Resources
- -------------------------------
During the six months ended September 30, 1999, operating activities
used $1.0 million in cash, compared to cash used of $.6 million for the six
months ended September 30, 1998. Cash inflows in the current year resulting
from income, and increased payables were more than offset by increases in
receivables and inventory and a decrease in other accrued expenses. The changes
in
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payables, receivables, and inventory mostly reflected increased activity levels.
The decrease in other accrued expenses resulted from payments related to the
reduction in force accomplished by the Company in the last quarter of the
previous fiscal year, post-closing adjustments related to the sale of the
Ontario service centers, and other payments related to normal year-end accruals.
Cash provided by investing activities was $13.4 million for the six
months ended September 30, 1999, reflecting collection of $14.6 million from the
sale of the Ontario service centers and $1.2 million of spending for capital
projects during the period.
Cash flows used in financing activities was $10.3 million for the six
months ended September 30, 1999. In March 1999, the Company sold its Ontario
service centers for a total of $15.6 million, of which $14.6 million was
collected in April 1999 and used to reduce total bank debt.
The Company's two bank lending arrangements provide an aggregate
borrowing availability up to a maximum of approximately $71.8 million, of which
$45.5 million was outstanding as of September 30, 1999. One of the borrowing
facilities is a term loan in the approximate amount of $18.1 million secured by
the fixed assets of the Company's facility in Ottawa, Ohio. At September 30,
1999, the Company was in violation with respect to a term loan cash flow
covenant which the lender has waived through the period ending December 31,
1999. Subsequent to December 1999, the Company expects to be in compliance.
In October 1999, the Board of Directors declared a regular quarterly
dividend of $.05 per share on the outstanding common stock of the Company,
payable on November 15, 1999 to all shareholders of record at the close of
business October 29, 1999.
Management expects that cash generated from operating activities and
its borrowing capacity will be sufficient to meet planned capital expenditure
needs, dividends, and other cash requirements for the next twelve months.
Year 2000
- ---------
In the year 2000, certain computer programs may recognize a date using
"00" as the year 1900 rather than the year 2000. The Company must determine
whether its systems are capable of recognizing and handling date information
accurately and without interruption before, during and after January 1, 2000.
All of the Company's critical information technology systems have been
modified, tested, and/or certified from vendors as being Year 2000 compliant.
Other non-information technology systems have been inventoried, tested, or
certified in accordance with a compliance plan.
To mitigate the risk of Year 2000 non-compliance by third parties, the
Company has identified and contacted the suppliers and vendors with which the
Company has significant relationships to evaluate the extent to which the
Company is vulnerable to third party failure to remedy Year 2000 problems. The
Company has assessed its vulnerability in this area and has developed
contingency plans accordingly.
The Company estimates that the total cost spent to date to achieve Year
2000 compliance for its internal systems and equipment is less than $150,000
which has been funded by operating resources.
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While the Company has assessed the readiness of its major suppliers and
vendors, there is no assurance that all third parties on which the Company
relies will be Year 2000 compliant in a timely manner. The worst case scenario
for the Company would involve general failure of infrastructure systems such as
electrical power. While the Company will continue to update contingency plans
intended to allow the Company to move production among its various facilities,
substitute alternate suppliers, or reduce or suspend operations in the case of a
major infrastructure failure, the resulting disruption could have a material
adverse effect on the Company's business or consolidated financial statements.
The foregoing information is provided in accordance with guidance
furnished by the Securities and Exchange Commission in Securities Act Release
No. 75558, Exchange Act Release No. 40277, dated July 29, 1998.
Forward-Looking Information
- ---------------------------
This document contains various forward-looking statements and
information that are based on management's beliefs as well as assumptions made
by and information currently available to management. When used in this
document, the words "expect", "believe", anticipate," "plan" and similar
expressions are intended to identify forward-looking statements, which are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Because such statements include risks and uncertainties,
actual results may differ materially from those expressed or implied by such
forward looking statements. Factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking statements
include, but are not limited to, general business and economic conditions
competitive factors such as availability and pricing of steel, changes in
customer demand, work stoppages by customers, potential equipment malfunctions,
Year 2000 problems, or other risks and uncertainties discussed in the Company's
10K report.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are no legal proceedings to be reported.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) The Company's Annual Meeting of Shareholders for 1999 was held
on July 22, 1999.
(b) See Item (c) below
(c) At the Annual Meeting of Shareholders the following matters
were voted:
1. Eight directors were elected to serve for a
term of one year by the following vote:
<TABLE>
<CAPTION>
Share Voted Shares Voted
----------- ------------
"For" "Withheld"
----- ----------
<S> <C> <C>
R. Quintus Anderson 6,015,626 6,870
Wilbur J. Berner 6,015,626 6,870
Edwin H. Gott, Jr. 6,015,626 6,870
Claude F. Kronk 6,015,626 6,870
Heidi A. Nauleau 6,015,626 6,870
Robert D. Neary 6,015,626 6,870
Peter B. Sullivan 6,015,626 6,870
Raymond P. Torok 6,015,626 6,870
</TABLE>
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2. The ratification of Option Grant to Chief Executive Officer
was confirmed, ratified and approved by a vote of 5,826,041
shares for, 13,065 shares against, and 147,390 shares
abstaining.
3. The selection of Deloitte & Touche LLP as independent
auditors for the Company was confirmed, ratified, and approved
by a vote of 6,019,826 shares for, 1,370 shares against, and
1,300 shares abstaining.
ITEM 5. OTHER INFORMATION
During the quarter ended September 30, 1999, the Company was notified
by the New York Stock Exchange that new listing requirements of the Exchange
might make the Company ineligible for continued listing on the Exchange.
Accordingly, the Company has applied for and been accepted for listing on the
American Stock Exchange. Trading of the Company's shares on the American Stock
Exchange commenced in October of 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibit Number and Description
(27) Financial Data Schedule.
(b) Reports on Form 8-K - None
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.
Cold Metal Products, Inc.
(Registrant)
/s/ Raymond P. Torok
------------------------------------
Raymond P. Torok
President, Chief Executive Officer
/s/ Joseph C. Horvath
------------------------------------
Joseph C. Horvath
Vice-President, Chief Financial Officer
(Principal Financial and Accounting Officer)
November 8, 1999
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,451
<SECURITIES> 0
<RECEIVABLES> 28,702
<ALLOWANCES> 507
<INVENTORY> 32,717
<CURRENT-ASSETS> 65,139
<PP&E> 76,246
<DEPRECIATION> 36,322
<TOTAL-ASSETS> 115,497
<CURRENT-LIABILITIES> 38,012
<BONDS> 0
0
0
<COMMON> 75
<OTHER-SE> 24,476
<TOTAL-LIABILITY-AND-EQUITY> 115,497
<SALES> 49,761
<TOTAL-REVENUES> 49,761
<CGS> 43,501
<TOTAL-COSTS> 43,501
<OTHER-EXPENSES> 3,425
<LOSS-PROVISION> 67
<INTEREST-EXPENSE> 734
<INCOME-PRETAX> 1,979
<INCOME-TAX> 734
<INCOME-CONTINUING> 1,245
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,245
<EPS-BASIC> .20
<EPS-DILUTED> .20
</TABLE>
