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, 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: 0-26902
NIMBUS CD INTERNATIONAL, INC.
(exact name of registrant as specified in its charter)
Delaware 54-1651183
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
State Route 629, Guildford Farm
Ruckersville, Virginia 22968
(Address of principal executive offices)
Telephone Number (804) 985-1100
(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 _____
-----
As of August 13, 1996 there were 20,868,571 shares of the Registrant's
Common Stock outstanding.
<PAGE>
NIMBUS CD INTERNATIONAL, INC.
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements:
Condensed Consolidated Balance Sheets
June 30, 1996 and March 31, 1996...............................3
Condensed Consolidated Statements of Income
Three months ended June 30, 1996 and 1995......................4
Condensed Consolidated Statements of Cash Flows
Three months ended June 30, 1996 and 1995......................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.............................................10
Signatures....................................................11
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. Condensed Consolidated Financial Statements
NIMBUS CD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands, except share amounts)
ASSETS
<TABLE>
<CAPTION>
June 30, 1996 March 31, 1996
(Unaudited)
<S> <C>
Current assets:
Cash and cash equivalents $ 6,923 $ 3,593
Accounts and notes receivable - trade, less allowances
for doubtful accounts of $2,299 and $2,014 25,730 26,121
Inventories 2,539 2,177
Prepaid expenses 862 729
Deferred income taxes 1,777 1,766
----- --------
Total current assets 37,831 34,386
------ -------
Property, plant, and equipment, net 55,239 50,809
Other assets and intangibles 5,590 5,558
----- --------
$ 98,660 $ 90,753
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable 8,341 6,437
Current portion of long-term debt 2,715 1,463
Accrued expenses and other liabilities 8,367 7,297
Income taxes payable 4,915 3,427
-------- --------
Total current liabilities 24,338 18,624
------ ------
Long-term debt 24,724 24,668
Deferred income taxes 4,412 4,395
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value; authorized 2,000,000
shares; no shares issued or outstanding
Common stock, $0.01 par value; 60,000,000 shares
authorized; 39,011,782 and 38,973,173 shares issued;
20,868,571 and 20,829,962 outstanding 390 390
Paid-in capital 66,775 66,734
Retained earnings 24,803 22,794
Cumulative foreign currency translation adjustments 311 241
---------- ----------
92,279 90,159
Treasury stock, at cost, 18,143,211 shares (47,093) (47,093)
-------- --------
Total stockholders' equity 45,186 43,066
-------- ------
$ 98,660 $ 90,753
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
NIMBUS CD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30,
1996 1995
<S> <C>
Net sales $ 29,229 $ 21,307
Cost of goods sold 21,277 14,097
------ ------
Gross profit 7,952 7,210
Selling, general and administrative expenses 4,219 3,681
----- -----
Operating income 3,733 3,529
Interest expense 600 1,772
Other (income) expenses, net (80) 114
---- ---
Income before income taxes 3,213 1,643
Provision for income taxes 1,204 649
----- ---
Net income $ 2,009 $ 994
======= ========
Net income (1995 is Pro forma for the Offerings) $ 2,009 $ 1,658
======= =======
Earnings per share (1995 is Pro forma for the Offerings) $ 0.09 $ 0.07
======== ========
Weighted average shares outstanding 23,022 22,743
====== ======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
NIMBUS CD INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended June 30
1996 1995
<S> <C>
Cash flows from operating activities:
Net income $ 2,009 $ 994
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 2,050 1,849
Deferred income taxes 395
Settlement of royalty obligations (1,744)
Other, net 9 12
Change in operating assets and liabilities:
Accounts receivable - trade 541 (497)
Inventories (346) (873)
Prepaid expenses (123) (1,673)
Accounts payable 1,826 (347)
Accrued expenses 1,046 535
Income taxes payable 1,417 148
------ --------
Net cash provided by (used in) operating activities 8,429 (1,201)
------ -------
Cash flows from investing activities:
Purchase of property, plant and equipment (5,920) (3,392)
Expenditures for computer software (276)
Proceeds from sale of equipment and other assets 15
Other investing activities (34)
-------- --------
Net cash used in investing activities (6,230) (3,377)
------- -------
Cash flows from financing activities:
Proceeds from exercise of stock options 41
Revolving credit borrowings, net 1,000 2,759
Repayment of debt (250)
Payment of financing fees (105)
------ --------
Net cash provided by financing activities 1,041 2,404
------ --------
Effect of exchange rate changes on cash 90 (14)
Net increase (decrease) in cash 3,330 (2,188)
------- -------
Cash and cash equivalents, beginning of period 3,593 2,318
------- --------
Cash and cash equivalents end of period $ 6,923 $ 130
======= ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
NIMBUS CD INTERNATIONAL, INC.
Notes to Condensed Consolidated Financial Statements
(In thousands)
(Unaudited)
1. Preparation of Interim Financial Statements
The condensed consolidated financial statements of Nimbus CD
International, Inc. (referred to as "Nimbus" or the "Company") for the
three month periods ended June 30, 1996 and 1995 have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission ("SEC"). In the opinion of management, these statements
include all adjustments necessary for a fair presentation of the
financial position, operating results and cash flows of all interim
reporting periods reported herein. All such adjustments are of a normal
recurring nature. Certain information and footnote disclosures prepared
in accordance with generally accepted accounting principles have been
either condensed or omitted pursuant to SEC rules and regulations.
However, management believes that the disclosures made are adequate for
a fair presentation of results of operations and financial position. It
is suggested that these financial statements be read in conjunction with
the Company's audited financial statements and notes thereto, together
with management's discussion and analysis of financial condition and
results of operations, contained in the Company's Annual Report to
Stockholders incorporated by reference in the Company's Annual Report on
Form 10-K for the fiscal year ended March 31, 1996. The results of
operations for the three months ended June 30, 1996 are not necessarily
indicative of the results for the entire fiscal year ending March 31,
1997.
2. Inventories
Inventories consisted of the following:
June 30, 1996 March 31, 1996
Raw materials $ 2,027 $ 1,849
Work-in-process 467 263
Finished goods 45 65
------- -- ------- --
$ 2,539 $ 2,177
======= =======
3. Property, Plant and Equipment
Property, plant and equipment consisted of the following:
June 30, 1996 March 31, 1996
Land, buildings, and improvements $ 18,722 $ 18,652
Machinery and equipment 48,275 46,986
Construction in progress 6,641 1,549
----- -----
73,638 67,187
Less accumulated depreciation (18,399) (16,378)
-------- --------
Net property, plant and equipment $ 55,239 $ 50,809
======== ========
<PAGE>
4. Commitments and Contingencies
a) Capital Expenditures: At June 30, 1996, commitments for capital
expenditures amounted to approximately $12,606.
b) Royalties: The Company is party to various licensing agreements for
technology associated with its product and the related manufacturing
process under which the Company is obligated to pay royalties ranging
from $.019 to $.048 per disc manufactured. In June 1995, the Company
reached a settlement with one licensing company and reduced its accrued
liability for this and certain other prior year royalties by $1,744.
This royalty fee adjustment is reflected in cost of goods sold.
c) Litigation and related matters: On March 18, 1996, the Company
received notification from the United States Environmental Protection
Agency ("EPA") alleging that the Company is a Potentially Responsible
Party ("PRP") for the cleanup of surface water contamination at the
Cherokee Oil Company Site ("the Site") in Charlotte, North Carolina
which was used by the Company for the disposal of certain byproducts of
its manufacturing processes. Subsequently, the U.S. Department of
Justice notified the Company that it intends to seek recovery of the
approximately $6.5 million environmental cleanup cost incurred at the
Site from the Company and the other PRPs, each of which is considered
jointly and severally liable. The EPA has preliminarily determined that
the Company's share of the cleanup costs, based on the volume of
material contributed by the Company to the Site, will be approximately
5% of the overall cost. The Company intends to challenge the EPA's basis
of allocation, and has recorded a $200 provision for settlement costs
associated with the cleanup of the Site. Management of the Company
believes that the ultimate settlement of this matter will not have a
material adverse effect on the Company's financial position or results
of operations.
5. Earnings Per Share
Earnings per share is based on the weighted average number of
outstanding common shares and dilutive options and warrants, determined
by the treasury stock method using the average trading price of the
Company's common stock during the three months ended June 30, 1996.
6. Pro Forma Earnings Per Share
The pro forma net income per share data presented in the accompanying
condensed consolidated statement of income for the three months ended
June 30, 1995 has been computed based upon the total number of shares
issued and outstanding, net of treasury shares, at June 30, 1995, as
adjusted for the following assumptions as if they had occurred on April
1, 1995: (i) the assumed exercise of then outstanding warrants and stock
options, determined by the treasury stock method using the initial
public offering price of $7.00 per share for options and warrants
granted within one year prior to the October 31, 1995 Offering; (ii) the
issuance by the Company of 6,350,000 shares of common stock in the
Offering and 500,000 shares in the Private Placement; (iii) the
application by the Company of the net proceeds of the Offering to repay
$41.7 million of outstanding debt; (iv) an assumed average outstanding
borrowing of $28,300 at an average interest rate of 9.2%, resulting in a
reduction of interest expense of $1,071 ($407 net of tax) for the
quarter ended June 30, 1995.
Historical net income per share data for the fiscal 1995 period has been
omitted as the historical capitalization of the Company prior to the
Offering and Private Placement is not indicative of its capital
structure following such events.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1995
Net Sales. Total discs sold increased 52.1% to 33.0 million units in the three
months ended June 30, 1996 from 21.7 million discs in the same period of 1995.
The increase was the result of a 148.1% increase in CD-ROM unit sales to 19.6
million discs in the three months ended June 30,1996 from 7.9 million discs in
the same period of 1995. CD-Audio unit sales decreased 2.9% to 13.4 million
units in the three months ended June 30, 1996 from 13.8 million units in the
same period of 1995. In the United States, CD-ROM volume increased 170.2% to
15.4 million discs in the three month period ended June 30, 1996 from 5.7
million discs in the same period of 1995. United Kingdom CD-ROM sales volume
increased 90.9% to 4.2 million discs from 2.2 million discs. CD-Audio sales
decreased in the United States by 4.5% to 6.4 million discs in the quarter ended
June 30, 1996 from 6.7 million discs in the same period of 1995, while the
United Kingdom experienced a 2.8% decrease in CD-Audio unit sales to 7.0 million
discs in the quarter ended June 30, 1996 from 7.2 million units in the same
period of 1995. Net sales increased 37.1% to $29.2 million in the three months
ended June 30, 1996 from $21.3 million in the same period of 1995 due to the
increase in disc volume described above, combined with $2.2 million of turnkey
and other related service revenues of Nimbus Software Services, Inc. ("NSS"),
which was acquired on August 31, 1995. Average per disc selling price decreased
from $.98 to $.82 for the quarters ended June 30, 1995 and 1996, respectively,
or 19.5%. The price decline reflects the industry increase in production
capacity in both North America and Europe, as well as lower disc prices realized
under a vendor supply agreement, under which cost efficiencies resulting from
increased production volumes are reflected in the disc sales price.
Gross Profit. Gross profit increased 11.1% to $8.0 million in the three months
ended June 30, 1996 from $7.2 million in the same period of 1995. The gross
profit for the period ended June 30, 1995 included the reversal of accrued
royalties of $1.7 million to reflect a settlement reached with a licenser of
technology regarding prior royalty obligations. See Note 4(b) of Notes to
Condensed Consolidated Financial Statements. This adjustment was partially
offset by a $0.4 million writedown of obsolete production equipment. Gross
profit as a percent of net sales decreased to 27.4% in the three months ended
June 30, 1996 from 33.8% in the same period of 1995. Exclusive of the two
non-recurring adjustments noted above, gross profit as a percent of net sales
for the three month period ending June 30, 1995 was 27.5%. The Company's gross
profit margin during the first quarter of fiscal 1997 was unfavorably impacted
by the additional revenues from the turnkey and collateral related services of
NSS which have a lower gross margin than CD replication sales. Gross profit as a
percent of net sales for CD replication was 29.7% for the quarter ended June 30,
1996. The improved gross margin on CD replication sales in the current quarter
resulted from on-going cost control measures and production efficiencies
resulting from the higher unit volumes, partially offset by higher assembly
labor and shipping costs due to the shift in product mix towards CD-ROM. In
addition, the Company incurred a higher level of factory overhead charges,
primarily depreciation and equipment leasing expenses associated with the
expansion of manufacturing capacity in both the United States and the United
Kingdom. The Company anticipates improvement in gross profit as a percentage of
sales as production volumes increase due to the installation of CD capacity in
the Sunnyvale location beginning in the second fiscal quarter.
Selling, General and Administrative Expenses. Selling, general, and
administrative expenses increased 13.5% to $4.2 million in the three months
ended June 30, 1996 from $3.7 million in the same period of the prior year. As a
percentage of net sales, selling, general and administrative expenses decreased
to 14.4% in the three months ended June 30, 1996 from 17.4% in the same period
of the prior year. The increase in the current year included a $0.2 million
reserve for environmental clean-up costs and the prior year quarter included an
$0.5 million increase in the allowance for doubtful accounts resulting, in part,
from the filing for bankruptcy by one of the Company's customers. Excluding
these non-recurring charges, selling, general and administrative expenses
increased in the three months ended June 30, 1996 from the same period of 1995
due to the addition of NSS, higher personnel costs associated with the expansion
of production capacity at the Sunnyvale facility, and increased sales and
marketing expenses in support of expanded marketing efforts in the United
States.
Operating Income. Operating income increased 5.7% to $3.7 million in the three
months ended June 30, 1996 from $3.5 million in the same period of 1995. The
increase in operating income was due to the higher unit sales mentioned above.
Operating income as a percent of net sales decreased to 12.7% in the three
months ended June 30, 1996 from 16.4% in the same period of 1995, reflecting the
three non-recurring events in the period ended June 30, 1995 described above.
Exclusive of these non-recurring items, operating income as a percent of net
sales was 13.3%.
Interest Expenses. Interest expense decreased to $0.6 million in the three
months ended June 30, 1996 from $1.8 million in the same period of 1995. The
decrease in interest expense reflects the application of the proceeds of the
Company's initial public offering in October 1995 to repay outstanding debt.
Income Taxes. Income taxes increased to $1.2 million in the three months ended
June 30, 1996 from $0.6 million in the same period of the prior year on higher
income before income taxes. The effective tax rate was 37.5% for the three
months ended June 30, 1996 as compared with 39.5% for the prior year's quarter.
The decrease in the Company's effective income tax rate reflects higher income
in the fiscal quarter ended June 30, 1996 compared to the same period of the
prior year for the United Kingdom operations, which has a lower statutory rate
than the United States.
Liquidity and Capital Resources
Working capital, which consists primarily of cash, cash equivalents, accounts
receivable, and inventories, was $13.5 million at June 30, 1996, compared to
$15.8 million at March 31, 1996. Operating activities provided net cash of $8.4
million in the three month period ended June 30, 1996. Accounts payable and
accrued expenses increased $2.9 million due to expenditures for capital
equipment, and income taxes payable increased $1.4 million reflecting the
increase in income before taxes.
Capital expenditures were $6.2 million for the three month period ended June 30,
1996. Capital expenditures in fiscal 1997 are related to the installation of CD
manufacturing capacity at the Sunnyvale facility, the expansion of mastering
capacity at the Provo facility, the addition of full DVD manufacturing
capability at the Charlottesville facility, and equipment purchases to increase
manufacturing process efficiencies. In addition, the Company expects to expend
approximately $2.1 million on equipment, installation and implementation costs
to upgrade its worldwide management information system, and $1.0 million on
equipment to manufacture holographic CDs. The Company believes that these
capital expenditures and working capital requirements will be financed through a
combination of funds provided by operating activities and availability under its
borrowing arrangements.
Seasonality and Quarterly Information
The Company's sales are seasonal, with peak sales activity normally occurring in
the third fiscal quarter as retail chains increase inventory before the holiday
season. As a result, operating income is typically higher in the third fiscal
quarter as fixed operating costs are spread over generally higher sales volume.
In addition, in order to provide for capacity demands, long lead time production
equipment is typically ordered for delivery during the first fiscal quarter and,
to a lesser extent, the second fiscal quarter. Equipment installations generally
result in some level of production inefficiency which may have a negative impact
on margins. The effect on margins may be amplified when equipment is installed
in the lower sales volume first and second quarters. Further, pricing and unit
volumes can impact comparative quarterly financial results either positively or
negatively in a manner that may not necessarily be indicative of a full year's
results.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995
The statements included or incorporated by reference into the Company's
Securities and Exchange Commission filings and shareholder communications which
are not historical facts are forward-looking statements that involve risks and
uncertainties, including, but not limited to, the effect of changing CD
technology and the possibility that, over time, CD technology could be replaced
by another form of information storage and retrieval technology, the dependence
of the Company's growth prospects on the development of new technologies that
achieve market acceptance and create new demand for CDs and related services and
the highly competitive nature of the CD manufacturing industry which may
adversely affect prices for CDs and other aspects of the Company's business.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On March 18, 1996, the Company received notification from the United States
Environmental Protection Agency ("EPA") alleging that the Company is a
Potentially Responsible Party ("PRP") for the cleanup of surface water
contamination at the Cherokee Oil Company Site ("the Site") in Charlotte, North
Carolina which was used by the Company for the disposal of certain byproducts of
its manufacturing processes. Subsequently, the U.S. Department of Justice
notified the Company that it intends to seek recovery of the approximately $6.5
million environmental cleanup cost incurred at the Site from the Company and the
other PRPs each of which is considered jointly and severally liable. At a
meeting held June 27, 1996, the EPA indicated that it intends to allocate the
cleanup costs among the PRPs based on volume of product disposed at the site by
each PRP. The EPA has preliminarily determined that the Company's share of the
cleanup costs, based on the EPA's estimate of the volume of material contributed
by the Company to the Site, will be approximately 5% of the overall cost. The
Company has joined a group of major PRPs which has formed the Cherokee Sites
Interim Group ("The Interim Group"), which is currently seeking to reduce the
aggregate settlement costs to the major PRPs. The Company has recorded a
$200,000 provision for settlement costs associated with the cleanup of the Site
in the fiscal quarter ended June 30, 1996. Management of the Company believes
that the ultimate settlement of this matter will not have a material adverse
effect on the Company's financial position or results of operations.
The Company is, from time to time, involved in litigation that it considers to
be in the ordinary course of business.
Item 6. Exhibits and Reports on Form 8-K
A. Exhibit 11 - Computation of Net Income Per Share of Common Stock
B. Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 1996.
<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.
Dated: August 14, 1996
NIMBUS CD INTERNATIONAL, INC.
(Registrant)
/s/ L. Steven Minkel
--------------------
L. Steven Minkel
Executive Vice President and
Chief Financial Officer
/s/ Gary E. Krutul
------------------
Gary E. Krutul
Corporate Controller
(Principal Accounting Officer)
Exhibit 11
NIMBUS CD INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER SHARE OF COMMON STOCK
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
June 30,
1996 1995
<S> <C>
Primary (A):
Weighted average common shares outstanding 20,839 13,805
Net additional common shares issuable upon exercise of
dilutive warrants and stock options, determined by the
treasury stock method using the initial public offering
price for options and warrants granted within one year
prior to the Offering and Private Placement and the
average market price for options and warrants 2,183 2,088
outstanding in periods after the Offering
Issuance of common shares by the Company in the Offering
and Private Placement 6,850
----- -------
Common shares and equivalents - 1995 is pro forma for the
Offering and Private Placement 23,022 22,743
====== ======
Net income - 1995 is pro forma for the Offering and
Private Placement $2,009 $1,658
====== ======
Earnings per share - 1995 is pro forma for the Offering
and Private Placement $ 0.09 $ 0.07
======= =======
Fully Diluted (A):
Weighted average common shares oustanding 20,839 13,805
Net additional common shares issuable upon exercise of
dilutive warrants and stock options, determined by the
treasury stock method using the initial public offering
price for options and warrants granted within one year
prior to the Offering and Private Placement and using
period end market price, if higher than average price
for options and warrants outstanding in periods after 2,267 2,088
the Offering
Issuance of common shares by the Company in the Offering
and Private Placement 6,850
------- -------
Common shares and equivalents - 1995 is pro forma for the
Offering and Private Placement 23,106 22,743
====== ======
Net income for fully diluted computation - 1995 is pro
forma for the Offering and Private Placement $2,009 $1,658
====== ======
Earnings per share - 1995 is pro forma for the Offering
and Private Placement $ 0.09 $ 0.07
======= =======
</TABLE>
(A) See Notes 5 and 6 of Notes to Condensed Consolidated Financial Statements.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> JUN-30-1996
<CASH> 6,923
<SECURITIES> 0
<RECEIVABLES> 28,029
<ALLOWANCES> 2,299
<INVENTORY> 2,539
<CURRENT-ASSETS> 37,831
<PP&E> 73,638
<DEPRECIATION> 18,399
<TOTAL-ASSETS> 98,660
<CURRENT-LIABILITIES> 24,338
<BONDS> 0
<COMMON> 390
0
0
<OTHER-SE> 44,796
<TOTAL-LIABILITY-AND-EQUITY> 98,660
<SALES> 29,229
<TOTAL-REVENUES> 29,229
<CGS> 21,277
<TOTAL-COSTS> 21,277
<OTHER-EXPENSES> 4,219
<LOSS-PROVISION> 365
<INTEREST-EXPENSE> 600
<INCOME-PRETAX> 3,213
<INCOME-TAX> 1,204
<INCOME-CONTINUING> 2,009
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,009
<EPS-PRIMARY> 0.09
<EPS-DILUTED> 0.09
</TABLE>
