UNITED STATES
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 June 30,1997
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0 - 23426
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REPTRON ELECTRONICS, INC.
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(Exact name of registrant as specified in its charter)
Florida 38-2081116
- --------------------------- -------------------------------------
State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization
14401 McCormick Drive, Tampa, Florida 33626
- --------------------------------------- -------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813)854-2351
-------------
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
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6,081,019 shares of common stock issued and outstanding as of
- ---------
August 12, 1997.
- ----------------
REPTRON ELECTRONICS, INC.
INDEX
Page
PART I. FINANCIAL INFORMATION Number
Item 1. Financial Statements
Consolidated Statements of Earnings --
Three months ended June 30, 1997 and
June 30, 1996 and Six months ended
June 30, 1997 and June 30, 1996 3
Consolidated Balance Sheets --
June 30, 1997 and December 31, 1996 4
Consolidated Statements of
Shareholders' Equity -- Year ended
December 31, 1996 and Six months ended
June 30, 1997 5
Consolidated Statements of Cash Flows --
Six months ended June 30, 1997 and June
30, 1996 6
Notes to Consolidated Financial
Statements -- June 30, 1997 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of the Security
Holders 12
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
REPTRON ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share and per share data)
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $79,102 $66,092 $155,353 $132,642
Cost of goods sold 64,500 52,893 126,679 107,462
------ ------ ------- -------
Gross profit 14,602 13,199 28,674 25,180
Selling, general and administrative expenses 9,386 9,016 18,635 17,354
------ ------ ------- -------
Operating income 5,216 4,183 10,039 7,826
Interest expense 1,246 1,008 2,474 2,118
------ ------ ------- -------
Earnings before income taxes 3,970 3,175 7,565 5,708
Income tax provision 1,588 1,270 3,026 2,283
------ ------ ------- -------
Net earnings $ 2,382 $ 1,905 $ 4,539 $ 3,425
====== ====== ======= =======
Net earnings per common share $ 0.38 $ 0.31 $ 0.73 $ 0.55
====== ====== ======= =======
Weighted average Common Stock and Common
Stock equivalent shares outstanding 6,262,937 6,179,415 6,234,944 6,174,076
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements
3
<TABLE>
<CAPTION>
REPTRON ELECTRONICS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 29 $ 479
Accounts receivable - trade, less allowances
for doubtful accounts of $350 48,970 39,807
Inventories 65,412 58,694
Prepaid expenses and other assets 3,773 2,764
Deferred tax benefit 151 138
------- -------
Total current assets 118,335 101,882
PROPERTY, PLANT & EQUIPMENT - AT COST 35,278 30,869
EXCESS OF COST OVER NET ASSETS ACQUIRED 4,380 4,504
OTHER ASSETS 3,649 1,377
------- -------
$161,642 $138,632
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable - trade $ 27,439 $ 18,339
Notes payable to banks - -
Current portion of long-term obligations 3,196 3,560
Accrued expenses 2,703 2,506
Income taxes payable 474 246
------- -------
Total current liabilities 33,812 24,651
NOTES PAYABLE TO BANKS 58,900 48,550
LONG-TERM OBLIGATIONS, less current portion 14,041 15,235
DEFERRED INCOME TAXES 1,586 1,506
SHAREHOLDERS' EQUITY
Preferred Stock - authorized 15,000,000 shares
of $.10 par value; no shares issued - -
Common Stock - authorized 50,000,000 shares
of $.01 par value; issued and outstanding,
6,079,519 and 6,065,519 shares, respectively 61 61
Additional paid-in capital 21,307 21,233
Retained earnings 31,935 27,396
------- -------
53,303 48,690
------- -------
$161,642 $138,632
======= =======
</TABLE>
The accompanying notes are an integral part of these statements
4
<TABLE>
<CAPTION>
REPTRON ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(In thousands, except share data)
Common Stock Total
------------------ Capital Share-
Shares Par In excess of Retained holders'
Outstanding Value Par Value Earnings Equity
----------- ----- ------------ -------- -------
<S> <C> <C> <C> <C> <C>
Balance at
December 31, 1995 6,048,519 $60 $21,145 $19,743 $40,948
Exercise of stock
options 17,000 1 88 - 89
Net Earnings - - - 7,653 7,653
--------- --- ------ ------ ------
Balance at
December 31, 1996 6,065,519 61 21,233 27,396 48,690
Exercise of stock
options (Unaudited) 14,000 - 74 - 74
Net Earnings (Unaudited) - - - 4,539 4,539
--------- --- ------ ------ ------
Balance at June 30,
1997 (Unaudited) 6,079,519 $61 $21,307 $31,935 $53,303
========= == ====== ====== ======
</TABLE>
The accompanying notes are an integral part of these statements
5
<TABLE>
<CAPTION>
REPTRON ELECTRONICS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six months ended
June 30,
1997 1996
------- -------
Increase (decrease) in cash and cash equivalents:
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 4,539 $ 3,425
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 2,148 1,711
Gain on sale of assets (23) -
Deferred income taxes 67 -
Change in assets and liabilities:
Accounts receivable - trade (9,163) 4,450
Inventories (6,718) 13,878
Prepaid expenses and other assets (1,009) (60)
Other assets (2,396) 295
Accounts payable - trade 9,100 (12,507)
Accrued expenses 197 445
Income taxes payable 228 319
------ -------
Net cash provided by (used in) operating
activities (3,030) 11,956
------ -------
Cash flows from investing activities:
Net cash paid for acquisitions - (102)
Purchases of property, plant and equipment (6,286) (6,220)
------ -------
Net cash used in investing activities (6,286) (6,322)
------ -------
Cash flows from financing activities:
Proceeds from exercise of stock options 74 47
Net proceeds from (payments on) note payable to bank 10,350 (7,133)
Proceeds from long term obligations - 2,600
Payments on long term obligations (1,558) (1,362)
------ -------
Net cash provided by (used in) financing
activities 8,866 (5,848)
------ -------
Net (decrease) in cash and cash
equivalents (450) (214)
Cash and cash equivalents at beginning of period 479 224
------ -------
Cash and cash equivalents at end of period $ 29 $ 10
====== =======
Supplemental cash flow information:
Interest paid $ 2,430 $ 1,818
====== =======
Income taxes paid $ 2,731 $ 1,964
====== =======
</TABLE>
Non-cash investing and financing activities:
During the six month period ended June 30, 1996, the Company incurred
approximately $372, of obligations under capital leases for the acquisition
of equipment. No capital leases were entered into during the six month
period ended June 30, 1997.
The accompanying notes are an integral part of these statements
6
REPTRON ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
NOTE A -- BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all the
information and footnote disclosure required by generally accepted
accounting principles for complete financial statements. The consolidated
financial statements as of June 30, 1997 and for the three and six months
ended June 30, 1997 and June 30, 1996 are unaudited and reflect all
adjustments (consisting only of normal recurring adjustments) which are, in
the opinion of management, necessary for a fair presentation of the
financial position and operating results for the interim periods. The
results of operations for the three and six months ended June 30, 1997 are
not necessarily indicative of results that may be expected for the year
ending December 31, 1997. The consolidated financial statements should be
read in conjunction with the financial statements and notes thereto,
together with management's discussion and analysis of financial condition
and results of operations, included in the 1996 Form 10-K.
<TABLE>
<CAPTION>
NOTE B -- INVENTORIES
Inventories consist of the following (in thousands):
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
Reptron Distribution:
Inventories $38,922 $31,085
K-Byte Manufacturing:
Work in process 11,524 8,833
Raw Materials 14,966 18,776
------ ------
$65,412 $58,694
====== ======
</TABLE>
7
REPTRON ELECTRONICS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 1997
NOTE C -- FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
The Company has two industry segments: Distribution and Contract
Manufacturing. Distribution purchases a wide variety of electronic
components, including semiconductors, passive products and electromechanical
components, for distribution to manufacturers and wholesalers throughout the
United States. Contract Manufacturing manufactures electronic products
according to customer design, for customers in various industries, including
telecommunications, banking, and healthcare services.
The following table shows net sales and gross profit by industry segments:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
(in thousands) (in thousands)
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales
Distribution $49,251 $41,483 $ 96,619 $ 83,831
Contract Manufacturing 29,851 24,609 58,734 48,811
------ ------ ------- -------
$79,102 $66,092 $155,353 $132,642
====== ====== ======= =======
Gross Profit
Distribution $ 9,447 $ 8,945 $ 18,179 $ 17,055
Contract Manufacturing 5,155 4,254 10,495 8,125
------ ------ ------- -------
$14,602 $13,199 $ 28,674 $ 25,180
====== ====== ======= =======
</TABLE>
NOTE D -- NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards (FAS) No. 128 "Earnings Per Share", which supersedes
Accounting Principles Board Opinion 15. FAS No. 128 is effective for
financial statements issued for periods ending after December 15, 1997. The
potential effect of applying FAS No. 128 would have increased basic earnings
per share from $ .38 to $ .39 during the three month period ended June 30,
1997 and basic earnings per share for the six month period ended June 30,
1997 would have increased from $ .73 to $ .75.
8
REPTRON ELECTRONICS, INC
Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------
This discussion contains certain forward-looking statements regarding
future financial condition and results of operations and the Company's
business operations. The words "expect," "estimate," "anticipate,"
"predict," "believe" and similar expressions are intended to identify
forward-looking statements. Such statements involve risks, uncertainties
and assumptions, including industry and economic conditions, customer actions
and other factors discussed in this and the Company's other filings with the
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual outcomes may vary materially from those indicated.
RESULTS OF OPERATIONS
- ---------------------
Net Sales - Total second quarter net sales increased $13.0 million,
or 19.7%, from $66.1 million in the second quarter of 1996 to $79.1 million
in the second quarter of 1997. Total net sales for the first half of 1997
increased $22.8 million, or 17.1% from $132.6 million in the first half of
1996 to $155.4 million in the first half of 1997.
Reptron Distribution second quarter net sales increased $7.8 million,
or 18.7%, from $41.5 million in the second quarter of 1996 to $49.3 million
in the second quarter of 1997. Semiconductors accounted for approximately
$4.1 million of the increase in net sales, passive components accounted for
approximately $2.4 million of the increase and the remainder of the increase
was generated by sales of electromechanical products. Sales of
semiconductors accounted for 70.3% of second quarter, 1997 Reptron
Distribution net sales, with the remaining sales generated from passive
components (22.9%) and electromechanical products (6.8%). Tellabs, Inc. is
a customer of both Reptron Distribution and K-Byte Manufacturing and
represented approximately 19.9% of Reptron Distribution second quarter, 1997
net sales (12.7% of total Company net sales). The largest sales office
accounted for approximately 28.3% of Reptron Distribution second quarter,
1997 net sales.
Reptron Distribution net sales increased $12.8 million, or 15.3%, from
$83.8 million in the first half of 1996 to $96.6 million in the first half
of 1997. Semiconductors accounted for approximately $7.1 million of the
increase in net sales. Passive components and electromechanical products
accounted for approximately $3.3 million and $2.4 million of the increase in
net sales, respectively. Net sales from sales offices that had been
operating for less than twelve months, at the end of the first half of 1996,
increased by approximately $1.4 million. Tellabs, Inc. is a customer of
both Reptron Distribution and K-Byte Manufacturing and for the first half of
1997 represented approximately 17.7% of total Reptron Distribution net sales
(11.8% of total Company net sales). The largest sales office accounted for
25.0% of total Reptron Distribution net sales in the first half of 1997.
K-Byte Manufacturing net sales increased $5.3 million, or 21.3%, from
$24.6 million in the second quarter of 1996 to $29.9 million in the second
quarter of 1997. This sales increase was primarily due to net sales of
approximately $5.7 million to new customers and a net sales increase of
approximately $850,000 to existing customers offset by an intentional
decrease in net sales of approximately $1.2 million to a financially
troubled customer. The largest K-Byte Manufacturing customer accounted for
approximately 15.1% of second quarter, 1997 division net sales (5.7% of
total Company net sales). Sales from the Tampa, Florida manufacturing
facility accounted for approximately 55.2% of K-Byte Manufacturing second
quarter, 1997 net sales. The Gaylord, Michigan manufacturing facility
generated approximately 40.5% of K-Byte Manufacturing second quarter, 1997
net sales with the remaining sales originating from the Saline, Michigan
location.
9
K-Byte Manufacturing net sales increased $9.9 million, or 20.3%, from
$48.8 million in the first half of 1996 to $58.7 million in the first half
of 1997. Sales to nine new customers accounted for approximately $9.8
million of the increase. Net sales to the previously existing customer base
increased by approximately $2.7 million in the first half of 1997 which was
offset by an intentional decrease of approximately $2.6 million to a
financially troubled customer. The largest three K-Byte customers accounted
for approximately 14.9%, 10.5% and 7.5%, respectively, of total division net
sales (5.6%, 4.0% and 2.8%, respectively, of total Company net sales).
Sales from the Tampa, Florida, Gaylord, Michigan and Saline, Michigan
manufacturing facilities accounted for approximately 56.6%, 39.3% and 4.1%,
respectively, of total K-Byte Manufacturing sales in the first half of 1997.
Gross Profit - Total second quarter gross profit increased $1.4
million, or 10.6%, from $13.2 million in the second quarter of 1996 to $14.6
million in the second quarter of 1997. The gross margin of the Company
decreased from 20.0% in the second quarter of 1996 to 18.5% in the second
quarter of 1997. Total gross profit increased $3.5 million, or 13.9%, from
$25.2 million, in the first half of 1996, to $28.7 million in the first half
of 1997. The gross margin decreased from 19.0% in the first half of 1996 to
18.5% in the first half of 1997.
Reptron Distribution second quarter gross profit increased $500,000,
or 5.6%, from $8.9 million in the second quarter of 1996 to $9.4 million in
the second quarter of 1997. The gross margin decreased from 21.6% in the
second quarter of 1996 to 19.2% in the second quarter of 1997. This
decrease in gross margin occurred primarily as a result of mix of products
sold during the period. Reptron Distribution's gross margin decreased from
20.3% in the first half of 1996 to 18.8% in the first half of 1997 for
similar reasons.
K-Byte Manufacturing gross profit increased $900,000, or 21.2%, from
$4.3 million in the second quarter of 1996 to $5.2 million in the second
quarter of 1997 and its gross margin was 17.3% in both the second quarter of
1996 and 1997. K-Byte Manufacturing gross margin increased from 16.6% in
the first half of 1996 to 17.9% in the first half of 1997 primarily due to
higher fixed overhead cost absorption due to the increase in net sales
during the first half of 1997.
Selling, General, and Administrative Expenses - Selling, general, and
administrative expenses increased $400,000, or 4.1%, from $9.0 million in
the second quarter of 1996 to $9.4 million in the second quarter of 1997.
These expenses, as a percentage of net sales, decreased from 13.6% in the
second quarter of 1996 to 11.9% in the second quarter of 1997. First half
selling, general and administrative expenses as a percentage of net sales
decreased from 13.1% in the first half of 1996 to 12.0% in the first half of
1997.
Interest Expense - Interest expense increased $200,000, or 23.6%,
from $1.0 million in the second quarter of 1996 to $1.2 million in the
second quarter of 1997 primarily as a result of higher levels of debt
incurred. Borrowings under the bank credit line increased from $45.0
million on June 30, 1996 to $58.9 million on June 30, 1997. The Company's
current assets have increased substantially to support the 17.1% increase in
net sales. The increases in current assets were financed through the bank
credit line. First half interest expense increased $400,000, or 16.8%, from
$2.1 million in the first half of 1996 to $2.5 million in the first half of
1997, for similar reasons.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company primarily finances its operations through bank credit
lines, capital equipment leases, and short-term financing through supplier
credit lines.
Operating activities for the second quarter of 1997 generated cash of
approximately $7.5 million. This resulted primarily from net earnings of
$2.4 million, an increase in accounts payable of $5.1 million and an
increase in accrued expenses and income taxes payable of $1.2 million.
These items were offset by an increase in accounts receivable of $1.6
million and an increase in other assets of $1.6 million.
Operating activities for the first half of 1997 used cash of
approximately $3.0 million. This resulted primarily from net earnings of
$4.5 million and an increase in accounts payable of $9.1 million offset by
an increase in accounts receivable of $9.2 million, an increase in
inventories of $6.7 million and an increase in other assets of $2.4 million.
10
Capital expenditures totaled approximately $6.3 million in the first
half of 1997. These capital expenditures were primarily for the acquisition
of manufacturing equipment and were funded primarily by the bank credit
line.
On August 11, 1997, the Company completed the sale of $115.0 million
of 6 3/4 % Convertible Subordinated Notes ("the Notes"), resulting in net
proceeds of approximately $111.0 million to the Company. The net proceeds
of the Notes will be used to repay indebtedness, general corporate purposes
and for the Company's ongoing acquisition strategy.
The Company believes that cash generated from operations, the proceeds
from the sale of the Notes and available credit facilities will be
sufficient for the Company to meet its capital expenditures and working
capital needs for its operations as presently conducted. Additionally, the
Company's future liquidity and cash requirements will depend on a wide range
of factors, including the level of business in existing operations,
expansion of facilities, and possible acquisitions. While there can be no
assurance that such financing will be available in amounts and on terms
acceptable to the Company, the Company believes that such financing will be
available on acceptable terms.
11
REPTRON ELECTRONICS, INC.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of the Security Holders
The annual Meeting of the Shareholders of the Company
was held on April 15, 1997. Three matters were voted
on by the shareholders. First, Ms. Leigh A. Adams was
elected director of the Company for three year term
with 3,567,202 shares voting in favor, zero shares
against, and 1,925 shares abstaining. Second, the
number of authorized shares of Common Stock was
increased to 50,000,000 with 3,156,645 shares voting in
favor, 410,557 shares voting against, and 1,925 shares
abstaining. Third, the number of shares of Common
Stock available for issuance pursuant to the Company's
Incentive Stock Option Plan was increased to 1,500,000
with 3,298,242 shares voting in favor, 267,335 shares
voting against, and 3,550 shares abstaining.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
3.1 Articles of Amendment to the Articles of Incorporation
of Reptron Electronics, Inc.
27.1 Financial Data Schedule
b. Reports on Form 8-K
No reports on Form 8-K were filed during the three months
ended June 30, 1997.
12
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: August 13, 1997
--------------------
REPTRON ELECTRONICS, INC.
-------------------------
(Registrant)
By: /s/ Michael Branca
--------------------------------------
Michael Branca Chief Financial Officer
(Principal Financial and Accounting
Officer)
13
EXHIBIT 3.1
ARTICLES OF AMENDMENT TO
THE ARTICLES OF INCORPORATION OF
REPTRON ELECTRONICS, INC.
Pursuant to Section 607.1003 and 607.1006 of the Florida Business
Corporation Act, the Articles of Incorporation of REPTRON ELECTRONICS,
INC. (the "Corporation"), are hereby amended according to these
Articles of Amendment:
FIRST: The name of the Corporation is REPTRON ELECTRONICS, INC.
SECOND: The first paragraph of Article V, entitled Capital Stock,
is hereby amended in its entirety to read as follows:
"The stock of the Corporation shall be divided into two classes:
50,000,000 shares of common stock having a par value of $.01 per share
and 15,000,000 shares of preferred stock having a par value of $. 10
per share."
THIRD: The foregoing amendment was duly adopted by the directors of
the Corporation on March 14, 1997 and by the shareholders of the Corporation
on April 15, 1997.
FOURTH: The number of votes cast for the amendment by the
shareholders of the Corporation constitutes a sufficient number of votes to
approve the amendment.
IN WITNESS WHEREOF, the undersigned Vice President of the Corporation
has executed this instrument this 6th day of June, 1997.
/s/ Paul J. Plante
------------------------------
Paul J. Plante, Vice President
TPA2-435734.1
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
consolidated statement of earnings and the consolidated balance sheet and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 29
<SECURITIES> 0
<RECEIVABLES> 48970
<ALLOWANCES> 350
<INVENTORY> 65412
<CURRENT-ASSETS> 118335
<PP&E> 35278
<DEPRECIATION> 0
<TOTAL-ASSETS> 161642
<CURRENT-LIABILITIES> 33812
<BONDS> 72941
0
0
<COMMON> 61
<OTHER-SE> 53242
<TOTAL-LIABILITY-AND-EQUITY> 161642
<SALES> 155353
<TOTAL-REVENUES> 155353
<CGS> 126679
<TOTAL-COSTS> 145314
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2474
<INCOME-PRETAX> 7565
<INCOME-TAX> 3026
<INCOME-CONTINUING> 4539
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4539
<EPS-PRIMARY> .73
<EPS-DILUTED> .73
</TABLE>
