FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1998
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 0-24928
THE SOLOMON-PAGE GROUP LTD.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 51-0353012
-------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
1140 AVENUE OF THE AMERICAS, NEW YORK, NY 10036
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 403-6100
N/A
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
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/ /
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: At February 11, 1999, there
were outstanding 4,652,282 shares of the Registrant's Common Stock, $.001 par
value.
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
- --------------------------------------------------------------------------------
FORM 10-Q
QUARTERLY REPORT
FOR THE THREE MONTHS ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------
INDEX
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PART I: FINANCIAL INFORMATION
ITEM 1: Financial Statements PAGE NUMBER
Consolidated Balance Sheets as of December 31, 1998
[Unaudited] and September 30, 1998 1
Consolidated Statements of Operations for the three months
ended December 31, 1998 and 1997 [Unaudited] 3
Consolidated Statements of Cash Flows for the three months
ended December 31, 1998 and 1997 [Unaudited] 4
Notes to Consolidated Financial Statements [Unaudited] 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
ITEM 3: Quantitative and Qualitative Disclosures About
Market Risk. Inapplicable
PART II: OTHER INFORMATION
ITEM 6: Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1998
------------------ ----------------
(UNAUDITED)
ASSETS:
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $188 $935
Investments 757 603
Accounts receivable, net 9,807 10,161
Other current assets 200 246
----------- -------------
TOTAL CURRENT ASSETS 10,952 11,945
----------- -------------
Property and equipment 3,641 3,228
Less: accumulated depreciation 1,250 1,113
----------- -------------
PROPERTY AND EQUIPMENT 2,391 2,115
----------- -------------
OTHER ASSETS:
Investments 600 1,112
Intangible assets, net of accumulated
amortization of $224 and $195 respectively 990 1,019
Deferred tax asset 225 177
Due from related parties 136 136
Security deposits 120 128
Restricted investment 34 34
Other assets 89 69
----------- -------------
TOTAL OTHER ASSETS 2,194 2,675
----------- -------------
TOTAL ASSETS $15,537 $16,735
=========== =============
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
1
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1998
--------------- --------------------
LIABILITIES AND STOCKHOLDERS' EQUITY: (UNAUDITED)
CURRENT LIABILITIES:
<S> <C> <C>
Accrued payroll and commissions $2,418 $ 3,498
Accounts payable and accrued expenses 860 968
Income taxes payable 386 298
Line of credit 3,839 3,100
Deferred revenue 100 131
Other Current Liabilities 233 156
--------------- -----------------
TOTAL CURRENT LIABILITIES 7,836 8,151
--------------- -----------------
LONG-TERM LIABILITY:
Deferred credit 568 545
--------------- -----------------
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY:
Preferred stock - $.001 par value; 2,000,000
shares authorized, none issued or outstanding -- --
Common stock - $.001 par value; 20,000,000 shares
authorized, 5,162,282 shares issued and 4,652,282
and 5,121,282 shares outstanding at December 31, 1998
and September 30, 1998, respectively 5 5
Additional paid-in capital 7,426 7,426
Accumulated other comprehensive income 11 11
Treasury stock at cost; 500,000 and 41,000 common shares
at December 31, 1998 and September 30, 1998, respectively (1,151) (80)
Retained Earnings 842 677
--------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 7,133 8,039
--------------- -----------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,537 $ 16,735
=============== =================
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
2
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT FOR PER
SHARE AMOUNTS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
---- ----
<S> <C> <C>
REVENUE $11,516 $10,213
----------- ----------
OPERATING EXPENSES:
Selling Expenses 9,307 7,768
General and Administrative 1,702 1,601
Depreciation and Amortization 165 115
----------- ----------
TOTAL OPERATING EXPENSES 11,174 9,484
----------- ----------
INCOME FROM OPERATIONS 342 729
----------- ----------
OTHER INCOME [EXPENSES]
Interest and Dividend Income 26 28
Interest Expense (76) (17)
Realized Gain on Investments - 1
----------- ----------
TOTAL OTHER INCOME [EXPENSES] (50) 12
----------- ----------
INCOME BEFORE INCOME TAX EXPENSE 292 741
INCOME TAX EXPENSE 127 334
----------- ----------
NET INCOME $165 $407
=========== ==========
BASIC EARNINGS PER COMMON SHARE $0.03 $0.08
=========== ==========
DILUTED EARNINGS PER COMMON SHARE $0.03 $0.07
=========== ==========
BASIC WEIGHTED AVERAGE SHARES 4,864,015 5,129,285
=========== ==========
DILUTED WEIGHTED AVERAGE SHARES 5,205,545 6,136,667
=========== ==========
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENT.
3
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
---- ----
OPERATING ACTIVITIES:
<S> <C> <C>
Net income $165 $407
------------------- --------------------
Adjustments to reconcile net income
to net cash [used for] operating activities:
Depreciation and amortization 165 115
Deferred credit 23 40
Net realized gain on investments 0 (1)
Deferred taxes (48) 0
Change in assets and liabilities:
[Increase] decrease in:
Accounts receivable 354 (504)
Other assets 26 (57)
Security deposits 8 (19)
Increase [decrease] in:
Accounts payable, accrued expenses, accrued payroll
and commissions (1,188) 342
Income Tax Payable 88 (97)
Deferred revenue (31) 0
Other Liabilities 77 (226)
------------------- --------------------
Total Adjustments ($526) ($407)
------------------- --------------------
NET CASH - OPERATING ACTIVITIES-
FORWARD ($361) $0
------------------- --------------------
INVESTING ACTIVITIES:
Capital Expenditures (412) (253)
Purchase of Investments (199) (350)
Proceeds from Sales of Investments 557 749
Cash Received from Related Parties 0 15
------------------- --------------------
NET CASH - INVESTING ACTIVITIES -
FORWARD ($54) $161
------------------- --------------------
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS [UNAUDITED]
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
1998 1997
---- ----
NET CASH - OPERATING ACTIVITIES -
<S> <C> <C>
FORWARDED ($361) $0
----------------- --------------------
NET CASH - INVESTING ACTIVITIES -
FORWARDED ($54) $161
----------------- --------------------
FINANCING ACTIVITIES:
Borrowings Under the Line of Credit 739 1,400
Purchase of Treasury Stock and Warrants (1,071) (1,018)
----------------- --------------------
NET CASH - FINANCING ACTIVITIES ($332) $382
----------------- --------------------
NET INCREASE [DECREASE] IN CASH AND CASH EQUIVALENTS (747) 543
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIODS 935 410
----------------- --------------------
CASH AND CASH EQUIVALENTS - END OF PERIODS $188 $953
================= ====================
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the periods for:
Interest $76 $17
Income Taxes 67 454
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
- --------------------------------------------------------------------------------
[1] BASIS OF REPORTING
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. These unaudited financial statements include the accounts
of The Solomon-Page Group Ltd. and its wholly owned subsidiary. All significant
intercompany balances and transactions have been eliminated in consolidation.
In the opinion of management, the accompanying unaudited consolidated financial
statements included in this Form 10-Q reflect all adjustments [consisting only
of normal recurring items] which are considered necessary for a fair
presentation of the results of operations for the periods presented. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the full year.
It is suggested that these financial statements be read in conjunction with the
audited financial statements and notes for the fiscal year ended September 30,
1998 included in The Solomon-Page Group Ltd. Form 10-KSB.
[2] SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
COMPREHENSIVE INCOME - The Company has adopted Statement of Financial Accounting
Standards ("SFAS") No. 130, "Reporting Comprehensive Income," as of October 1,
1998. SFAS No. 130 establishes new rules for reporting and display of
comprehensive income and its components, however it has no material impact on
the Company's net income or total stockholders' equity. Accumulated other
comprehensive income presented in the accompanying consolidated balance sheets
consists of the accumulated net unrealized gains on available-for-sale
investments.
RECLASSIFICATION - Certain prior period amounts have been reclassified to
conform to the current period presentation.
6
<PAGE>
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OVERVIEW
The Company is a specialty niche provider of staffing services
organized into two primary operating divisions: temporary staffing/consulting
and executive search/full-time contingency recruitment. The temporary
staffing/consulting division provides services to companies seeking personnel in
the information technology, accounting and human resources areas and generated
approximately 70% of the Company's revenue for the three months ended December
31, 1998. The executive search/full-time contingency recruitment division
comprises nine lines of business, including four industry (capital markets,
publishing and new media, healthcare and fashion services), and five functional
(information technology, accounting, human resources, legal and administrative
support). The executive search/full-time contingency recruitment division
generated approximately 30% of the Company's revenue for the three months ended
December 31, 1998.
The following is a summary of the Company's consolidated financial
and operating data (amounts in thousands, except for per share amounts).
<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31,
STATEMENT OF OPERATIONS DATA: 1998 1997
- ----------------------------- ---- ----
<S> <C> <C>
Revenue $11,516 $10,213
Income from Operations 342 729
Income Before Income Tax Expense 292 741
Income Tax Expense 127 334
Net Income 165 407
Basic Earnings Per Common Share $0.03 $0.08
Diluted Earnings Per Common Share $0.03 $0.07
</TABLE>
<TABLE>
<CAPTION>
BALANCE SHEET DATA: DECEMBER 31, 1998 SEPTEMBER 30, 1998
- ------------------- ----------------- ------------------
<S> <C> <C>
Working Capital $3,116 $3,794
Total Assets 15,537 16,735
Total Liabilities 8,404 8,696
Stockholders' Equity 7,133 8,039
</TABLE>
RESULTS OF OPERATIONS
The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this document.
Revenue increased to approximately $11.5 million for the three
months ended December 31, 1998 from approximately $10.2 million for the three
months ended December 31, 1997, an increase of approximately $1.3 million or
13%. Revenues from the Company's temporary staffing and consulting division were
approximately $8.1 million for the three months ended December 31, 1998 compared
to approximately $5.9 million for the same period in 1997, an increase of
approximately $2.2 million or 37%. Revenues from the Company's executive search
and full time contingency recruitment division were approximately $3.4 million
for the three months ended December 31, 1998 compared to approximately $4.3
million for the same period in 1997, a decrease of approximately $900,000 or
21%.
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS [CONTINUED]
The increase in revenues for the three months ended December 31,
1998 compared to the three months ended December 31, 1997 was primarily due to
the expansion of the Company's temporary staffing/consulting division within the
areas of accounting, human resource and information technology. The Company's
executive search and full time contingency recruitment division experienced a
decrease in revenues for the three months ended December 31, 1998 compared to
the same period in 1997. The decreases were attributable to global events
impacting the financial services industry, which subsequently had an impact on
providers of services to the financial community. In addition, mergers and
consolidations within a variety of industries have contributed to the decrease
in revenues within the executive search and full time contingency recruitment
business.
Selling expenses for the three months ended December 31, 1998
totaled approximately $9.3 million (81% of revenues) compared with approximately
$7.8 million (76% of revenues) for the three months ended December 31, 1997. The
increase in selling expenses as a percentage of revenue is primarily due to
fixed costs associated with the operation of the executive search/full-time
contingency recruitment division offset by a decrease in revenue. This increase
is also attributable to payroll, commissions and benefits associated with the
hiring of revenue-generating personnel within the executive search/full-time
contingency recruitment division. Selling expenses consist primarily of
temporary staffing/consulting compensation, salaries and commissions of revenue
generating personnel, employee benefits, telephone and advertising.
General and Administrative expenses increased to approximately $1.7
million (15% of revenues) for the three months ended December 31, 1998 compared
to approximately $1.6 million (16% of revenues), for the same period in 1997.
The improvements as a percentage of revenues relate to economies of scale gained
from a larger revenue base. In addition, the increase in general and
administrative expenses is primarily a result of additional infrastructure costs
related to business expansion, including additional office space and the hiring
of additional support personnel within corporate accounting, information systems
and administration.
Depreciation and Amortization expense increased to approximately
$165,000 for the three months ended December 31, 1998 compared to approximately
$115,000 for same period in 1997. The increase is due to increased capital
expenditures incurred during fiscal 1998. The amortization of intangible assets
also contributed to this increase.
Other Income and (Expenses) for the three months ended December 31,
1998 totaled approximately $50,000 of expense compared to approximately $12,000
of income for the same period in 1997. The increase in other expenses was due
primarily to interest expense of approximately $76,000, charged for borrowings
under the Company's line of credit.
Income from operations was approximately $292,000 for the three
months ended December 31, 1998 compared to approximately $741,000 for the three
months ended December 31, 1997 primarily due to the above mentioned factors.
Income Tax Expense for the three months ended December 31, 1998 was
approximately $127,000 (43% effective tax rate) compared with approximately
$334,000 (45% effective tax rate) for the same period in 1997. The changes in
the Company's effective tax rate reflect the impact of state and local taxes and
other non-deductible items for income tax purposes.
Net income was approximately $165,000 for the three months ended
December 31, 1998 compared to approximately $407,000 for the three months ended
December 31, 1997.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS [CONTINUED]
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1998, the Company's sources of liquidity included
approximately $945,000 in cash and cash equivalents and short-term investments.
The Company's working capital was approximately $3.1 million at December 31,
1998 compared to approximately $3.8 million at September 30, 1998. The reduction
in working capital resulted primarily from increased borrowings under the credit
facility described below. The Company has available approximately $600,000 of
long-term investments as a source of liquidity if required.
In February 1998, the Company entered into a one-year $4,000,000
demand line of credit facility agreement with The Dime Savings Bank, which is
collateralized by all of the Company's assets. The agreement provides for
borrowings at 1% above the Dime Reference Rate (the Dime Reference Rate at
December 31, 1998 was 8.50%) in amounts not exceeding 80% of eligible accounts
receivable (as defined therein) and expires on February 28, 1999, on which date
the outstanding principal amount is required to be repaid. At December 31, 1998,
the Company had borrowed approximately $3.8 million under the credit facility.
The Company is currently in negotiations with the Dime Savings Bank to increase
the facility and modify its terms. If the Company is unable to extend such
facility, the Company believes that an alternative facility can be obtained on
substantially similar terms, although there can be no assurance in such regard.
Cash flows used in operating activities were approximately $361,000
for the three months ended December 31, 1998. The cash used was primary
attributable to the decrease in accounts payable, accrued commissions and
accrued expenses, offset by a decrease in accounts receivable. Cash flow used in
financing activities for the three months ended December 31, 1998 was
approximately $332,000, which was primarily due to $739,000 of borrowings under
the line of credit offset by the $1,071,000 used for the repurchase of the
Company's Common Stock.
On September 11, 1998, the Company announced that its Board of
Directors had authorized the repurchase of up to 1,000,000 shares of common
stock. Purchases are being made from time to time on the NASDAQ Small Cap market
or otherwise at prevailing market prices and may be made in privately negotiated
transactions. At February 11, 1999, an aggregate of 500,000 shares of common
stock had been repurchased for an aggregate purchase price of approximately
$1,135,000.
The Company believes that its current cash position and investment
balances, together with financing available under its working capital facility
will be sufficient to support current working capital requirements for the next
twelve months.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS [CONTINUED]
YEAR 2000 COMPUTER SOFTWARE COMPLIANCE
Many computer systems in use today were designed and developed using
two digits, rather than four, to specify years, and as a result, such systems
will recognize the year 2000 as "00". This is commonly referred to as the "Year
2000 Issue". This could cause many computer applications to fail or to create
erroneous results unless corrective measures are taken. The Company utilizes
software or related computer technologies in the course of its operations that
are essential to its business. The Company has reviewed its computer systems for
compliance with the potential hazards of the Year 2000 Issue and presently
believes that all of its computer system software is Year 2000 compliant and
does not expect any material adverse impact on its financial position or results
of operations to arise from Year 2000 Issue failures of its software. As would
be the case with other companies in a service industry, a significant failure of
the computer systems of a major client of the Company could have a material
adverse effect on the continuing business relationship of the Company with such
client and the amount of revenue generated from such client. The failure of
computer systems maintained by other third parties conducting business with the
Company could have a material adverse impact on the Company's business and
results of operations.
NEW AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS
The FASB has issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities. SFAS No. 133
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those instruments
at fair value. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivative and how it is designated, for
example, gains or losses related to changes in the fair value of a derivative
not designated as a hedging instrument are recognized as earnings in the period,
while gains and losses from certain types of hedges may be initially reported as
a component of other comprehensive income until the consummation of the
underlying transaction.
SFAS No. 133 is effective for all fiscal quarters of fiscal years
beginning after June 15, 1999. Initial application of SFAS No. 133 should be as
of the beginning of a fiscal quarter, on that date, hedging relationships must
be designated anew and documented pursuant to the provisions of SFAS No. 133.
Earlier applications of all the provisions of SFAS No. 133 are encouraged, but
it is permitted only as of the beginning of any fiscal quarter. SFAS No. 133 is
not to be applied retroactively to financial statements of prior periods. The
Company will evaluate the new standard to determine whether it requires any new
disclosures or accounting.
10
<PAGE>
PART II: OTHER INFORMATION
ITEM 5. OTHER INFORMATION
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K: NONE
11
<PAGE>
THE SOLOMON-PAGE GROUP LTD.
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.
THE SOLOMON-PAGE GROUP LTD.
---------------------------
(Registrant)
Date: February 11, 1999 /S/ LLOYD B. SOLOMON
----------------------------------------
Lloyd B. Solomon, Chief Executive Officer
Date: February 11, 1999 /S/ ERIC M. DAVIS
-----------------------------------
Eric M. Davis, Chief Financial Officer
Vice President - Finance
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Form 10-Q for the three months ended December 31, 1998 and is
qualified in its entirety by reference to such Financial Statements and Notes,
thereto.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 188,000
<SECURITIES> 1,357,000
<RECEIVABLES> 10,007,000
<ALLOWANCES> 200,000
<INVENTORY> 0
<CURRENT-ASSETS> 10,952,000
<PP&E> 2,391,000
<DEPRECIATION> 136,000
<TOTAL-ASSETS> 15,537,000
<CURRENT-LIABILITIES> 7,836,000
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> 7,128,000
<TOTAL-LIABILITY-AND-EQUITY> 15,537,000
<SALES> 11,516,000
<TOTAL-REVENUES> 11,516,000
<CGS> 9,307,000
<TOTAL-COSTS> 11,174,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 76,000
<INCOME-PRETAX> 292,000
<INCOME-TAX> 127,000
<INCOME-CONTINUING> 342,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 165,000
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
