<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended April 30, 1998
Commission File Number 0-26230
WESTERN POWER & EQUIPMENT CORP.
-------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 91-1688446
-------- ----------
(State or other jurisdiction of (I.R.S. Employer I.D.
incorporation or organization) number)
4601 NE 77th Avenue, Suite 200, Vancouver, WA 98662
- --------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone no.: 360-253-2346
------------
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 and 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 close of the period covered by this report.
Title of Class Number of shares
Common Stock Outstanding
(par value $.001 per share) 3,298,162
<PAGE>
WESTERN POWER & EQUIPMENT CORP.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page Number
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheet
April 30, 1998 (Unaudited) and July 31, 1997 1
Consolidated Statement of Operations
Three months ended April 30, 1998 (Unaudited)
and April 30, 1997 (Unaudited) 2
Consolidated Statement of Operations
Nine months ended April 30, 1998 (Unaudited)
and April 30, 1997 (Unaudited) 3
Consolidated Statement of Cash Flows
Nine months ended April 30, 1998 (Unaudited)
and April 30, 1997 (Unaudited) 4
Notes to Consolidated Financial Statements 5 - 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Operating Results 7 -10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings N/A
Item 2. Changes in Securities N/A
Item 3. Defaults Upon Senior Securities N/A
Item 4. Submission of Matters to a Vote of Security
Holders N/A
Item 5. Other Information N/A
Item 6. Exhibits and Reports on Form 8-K 10
</TABLE>
<PAGE>
ITEM 1.
WESTERN POWER & EQUIPMENT CORP.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
April 30, July 31,
1998 1997
--------- --------
(Unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $1,001 $ 1,875
Accounts receivable, less allowance for
doubtful accounts of $862 and $651 16,615 9,677
Inventories 95,952 83,369
Prepaid expenses 96 39
Income taxes receivable 392 514
Deferred income taxes 936 936
--------- --------
Total current assets 114,992 96,410
Property, plant and equipment, net 8,322 8,149
Intangibles and other assets 3,013 2,864
--------- --------
Total assets $126,327 $107,423
--------- --------
--------- --------
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Borrowings under floor plan financing $12,484 $55,490
Short-term borrowings 72,521 4,074
Accounts payable 10,955 18,107
Accrued payroll and vacation 899 736
Other accrued liabilities 2,536 1,914
Capital lease obligation 73 106
Covenant Not to Compete 75 100
--------- --------
Total current liabilities 99,543 80,527
Covenant Not to Compete - 46
Deferred income taxes 364 364
Capital lease obligation 2,438 2,453
Long-term borrowings 1,171 1,268
--------- --------
Total liabilities 103,516 84,658
--------- --------
Commitments and contingencies
Stockholders' equity:
Preferred stock-10,000,000 shares authorized;
none issued and outstanding - -
Common stock-$.001 par value; 20,000,000
shares authorized; 3,298,162 issued and
outstanding 4 4
Additional paid-in capital 16,073 16,047
Treasury stock (1,210) -
Retained earnings 7,944 6,714
--------- --------
Total stockholders' equity 22,811 22,765
--------- --------
Total liabilities and stockholders'
equity $126,327 $107,423
--------- --------
--------- --------
See accompanying notes to financial statements.
- 1 -
</TABLE>
<PAGE>
WESTERN POWER & EQUIPMENT CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
April 30,
1998 1997
---- ----
<S> <C> <C>
Net sales $40,947 $42,043
Cost of goods sold 36,557 37,444
--------- --------
Gross profit 4,390 4,599
Selling, general and administrative expenses 3,078 2,974
Other (income) expense:
Interest expense 1,288 894
Other income (243) (41)
--------- --------
Income before taxes 267 772
Income tax provision 167 313
--------- --------
Net income $ 100 $ 459
--------- --------
--------- --------
Basic earnings per common share $ 0.03 $ 0.13
--------- --------
--------- --------
Average outstanding common shares for
basic earnings per share 3,515 3,533
--------- --------
--------- --------
Average outstanding common shares and equivalents
for diluted earnings per share 3,905 3,638
--------- --------
--------- --------
Diluted earnings per share $ 0.03 $ 0.13
--------- --------
--------- --------
See accompanying notes to financial statements.
- 2 -
<PAGE>
WESTERN POWER & EQUIPMENT CORP.
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(Dollars in thousands, except per share amounts)
Nine Months Ended
April 30,
1998 1997
---- ----
Net sales $117,563 $108,244
Cost of goods sold 103,849 96,279
------- -------
Gross profit 13,714 11,965
Selling, general and administrative expenses 9,009 7,609
Other (income) expense:
Interest expense 3,128 2,572
Other income (485) (374)
------- -------
Income before taxes 2,062 2,158
Income tax provision 832 848
------- -------
Net income $ 1,230 $ 1,310
------- -------
------- -------
Basic earnings per common share $ 0.35 $ 0.37
------- -------
------- -------
Average outstanding common shares for
basic earnings per share 3,527 3,533
------- -------
------- -------
Average outstanding common shares and equivalents
for diluted earnings per share 3,808 3,611
------- -------
------- -------
Diluted earnings per share $ 0.32 $ 0.36
------- -------
------- -------
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
WESTERN POWER & EQUIPMENT CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
April 30,
1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $1,230 $ 1,310
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation 885 803
Amortization 158 4
(Gain) Loss on sale of fixed assets -- (17)
Changes in assets and liabilities:
Accounts receivable (6,087) (5,231)
Inventories (6,231) (7,203)
Floor plan financing (45,800) (3,147)
Short-term borrowings 63,554 3,648
Prepaid expenses (57) (76)
Accounts payable (7,151) 8,667
Accrued payroll and vacation 163 (115)
Other accrued liabilities (258) 766
Income taxes payable 1,003 (519)
Other assets -- 14
-------- --------
Net cash (used in) provided by operating
activities 1,409 (1,096)
-------- --------
Cash flow from investing activities:
Purchase of fixed assets (658) (1,081)
Purchase of intangibles (71) (8)
Proceeds on sale of fixed assets -- 21
-------- --------
Net cash used in investing activities (729) (1,068)
-------- --------
Cash flows from financing activities:
Principal payments on capital leases (51) (105)
Notes Payable--Long-term (97) (94)
Purchase of treasury stock (1,406) --
-------- --------
Net cash provided by (used in)
financing activities (1,554) (199)
-------- --------
Decrease in cash and cash equivalents (874) (2,363)
Cash and cash equivalents at beginning of
period 1,875 2,721
-------- --------
Cash and cash equivalents at end of period $1,001 $ 358
-------- --------
-------- --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $3,128 $2,572
Income taxes 1,158 832
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
A capital lease obligation of $292 was incurred during the year ended July 31,
1997 when the Company entered into a lease for computer equipment and software.
A capital lease obligation of $680 was incurred in June 1997 when the Company
entered into a 20-year lease for the Kent, Washington facility.
See accompanying notes to financial statements.
- 4 -
<PAGE>
Western Power & Equipment Corp.
Notes to Consolidated Financial Statements
(Dollars in thousands)
1. BASIS OF PRESENTATION
The financial information included in this report has been prepared in
conformity with the accounting principles and practices reflected in the
financial statements for the preceding year included in the annual report on
Form 10-K for the year ended July 31, 1997 filed with the Securities and
Exchange Commission. All adjustments are of a normal recurring nature and are,
in the opinion of management, necessary for a fair statement of the results for
the interim periods. This report should be read in conjunction with the
Company's financial statements included in the annual report on Form 10-K for
the year ended July 31, 1997 filed with the Securities and Exchange Commission.
2. INVENTORIES
<TABLE>
<CAPTION>
Inventories consist of the following:
April 30, July 31,
1998 1997
---- ----
<S> <C> <C>
Equipment:
New equipment $76,197 $66,976
Used equipment 10,269 8,234
Parts 9,486 8,159
------ ------
$95,952 $83,369
------ ------
------ ------
</TABLE>
3. CHANGE IN ACCOUNTING ESTIMATE
Effective August 1, 1997, the Company changed its estimate of depreciation on
its rental equipment inventory from 80% of billings to 70% of billings. This
change in accounting estimate resulted in an increase in rental equipment
inventory and a decrease in cost of goods sold of approximately $314 and $944
for the quarter and nine months ended April 30, 1998, respectively.
4. FISCAL 1998 EVENTS
On December 11, 1997 the Company acquired substantially all of the operating
assets used by Case Corporation in connection with its business of servicing and
distributing agricultural equipment at a distribution facility located in Yuba
City, California. The real property and improvements used in connection with
the Yuba City operation and upon which the Yuba City operation is located, were
sold to McLain-Rubin Realty III, L.L.C. (MRR III) under the terms of a separate
real property purchase and sale agreement. MRR III is a Delaware limited
liability company the owners of which are Messrs. C. Dean McLain, the President
and a director of the Company, and Robert M. Rubin, the Chairman and a director
of the Company.
The purchase price was an aggregate of $1,945, of which approximately $142 was
paid in cash, consisting of approximately $1,427 for equipment inventory, $383
for parts inventories, $38 for fixed assets, $64 for accounts receivable, and
$33 for other assets. MRR III acquired the real property and improvements used
in connection with and upon which the Yuba City operation is located for $450
via a promissory note from MRR III to Case Corporation with a 12 month term.
The majority of the purchase price was financed by the Company through various
promissory notes to Case Corporation dated December 11, 1997. The promissory
notes are generally non-interest bearing for a short period (ranging from three
to ten months) and then, if not paid in full, bear interest at prime
- 5 -
<PAGE>
plus two percent. The promissory notes carry repayment terms ranging from
three equal monthly payments to over one year. All of the notes are
cross-collateralized and secured by all the assets acquired in the Yuba City
purchase.
Subsequent to the closing of the Yuba City acquisition, the Company entered into
a 20-year lease agreement with MRR III for the Yuba City facility at an initial
rental rate of $54 per year with increases at 5, 10, and 15 years. The lease is
a net lease with payment of insurance, property taxes and maintenance costs by
the Company.
On April 30, 1998 the Company acquired substantially all of the operating
assets of Yukon Equipment, Inc. (Yukon) in connection with Yukon's business
of servicing and distributing construction, industrial, and agricultural
equipment in Alaska. Yukon has facilities in Anchorage, Fairbanks, and
Juneau, Alaska. At closing, the Company assumed Yukon's existing lease
obligations on the Fairbanks and Juneau facilities. The real property and
improvements used in connection with Yukon's Anchorage operation and upon
which the Anchorage operation is located (Yukon Anchorage Property), is being
leased on a month-to-month basis pending Yukon's sale of the Yukon Anchorage
Property to the Company at fair market value subject to acceptable appraisals
and an acceptable environmental report.
The purchase price was an aggregate of $7,710 consisting of approximately $5,680
for equipment inventory, $613 for parts inventory, $399 for fixed assets, $651
for accounts receivable, and $367 for other assets.
Approximately $4,566 of the purchase price was paid in cash which was funded
through a short-term note payable. The majority of the balance of the
purchase price was floor plan and open account financing assumed by the
Company. Yukon also received 50,000 shares of the Company's common stock in
partial payment of the purchase price.
- 6 -
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
LIQUIDITY AND CAPITAL RESOURCES
The following discussion and analysis should be read in conjunction with the
Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.
GENERAL
In December 1997, the Company completed the acquisition of a Case Corporation
owned agricultural equipment store in Yuba City, California. In addition, in
December 1997, the Company opened a new construction equipment store in
Clarkston, Washington. In April 1998, the Company completed the acquisition of
the assets of Yukon Equipment, Inc., a three-store Alaska distributor of
construction, industrial, and agricultural equipment, including Case Corporation
products, bringing the total number of retail distribution outlets owned and
operated by the Company to 28. The Company plans to open and acquire additional
distribution outlets for Case products, as well as for products which may be
manufactured by other companies.
RESULTS OF OPERATIONS
THE THREE AND NINE MONTHS ENDED APRIL 30, 1998 COMPARED TO THE THREE AND NINE
MONTHS ENDED APRIL 30, 1997.
Revenues for the three month period ended April 30, 1998 decreased $1,096,000 or
approximately 3% over the three month period ended April 30, 1997, due in
part to inclement weather in the Northwest. Same store revenues decreased 4%
for the three month period ended April 30, 1998, as compared to the prior
year period. The decrease in same store revenues resulted from decreases in
the Washington and Oregon stores due mainly to higher than normal
precipitation levels. Sales were up from the prior year's third quarter in
all departments except machinery sales. Machinery sales were down 5%.
Revenues for the nine month period ended April 30, 1998 increased $9,319,000 to
$117,563,000 or approximately 9% over the nine month period ended April 30,
1997. The increase was due solely to the contribution of the stores acquired or
opened in the last year. Same store revenues decreased 1% for the nine month
period ended April 30, 1998, as compared to the nine month period ended April
30, 1997. For the nine month period ended April 30, 1998, sales in all
departments were up from the same period in the prior year.
The Company's gross profit margin of 10.7% for the three month period ended
April 30, 1998 was down slightly from the prior year comparative period margin
of 10.9%. The decrease in gross profit margins was primarily the result of
increased sales in the governmental sector. For the nine month period ended
April 30, 1998, the Company's gross margin was 11.7% up from the 11.1% gross
margin for the nine month period ended April 30, 1997.
For the three month period ended April 30, 1998, selling, general, and
administrative ("SG&A") expenses, as a percentage of sales, were 7.5%, up from
7.1% for the prior year's quarter. SG&A expenses for the nine month period
ended April 30, 1998 were 7.7% of sales compared to 7.0% of sales for the prior
year nine month period. Executive management has put in place a plan to reduce
SG&A expenses as a percentage of sales over the next several fiscal quarters.
Interest expense for the three months ended April 30, 1998 of $1,288,000 was up
significantly from $894,000 in the prior year comparative period. This increase
is the result of a build up in inventory levels to support the Company's higher
equipment sales level, including a significant investment in equipment dedicated
to the rental fleet. Interest expense for the nine month period ended April 30,
1998 was $3,128,000 compared to $2,572,000 for the nine month period ended April
30, 1997, due to the increased inventory carried by the Company.
The effective tax rate for the nine months ended April 30, 1998 was
approximately 40.3%, which is slightly higher than the 39.3% effective tax rate
for the prior year comparative period. The Company anticipates the effective
tax rate to remain at or near the current level for the foreseeable future.
Net income for the quarter ended April 30, 1998 was $100,000 or $.03 per share
compared with $459,000 or $0.13 per share for the prior year's third quarter.
For the nine month period ended April 30, 1998, earnings per share were $0.35,
compared with $0.37 earnings per share for the nine month period ended April 30,
1997. The number of weighted average common shares and equivalents used for
computing diluted earnings per share for the quarter and nine months ended April
30, 1998 reflects the incremental number of shares calculated using the treasury
stock method for 1,506,000 options and warrants whose exercise prices range from
$4.375 to $10.375.
LIQUIDITY AND CAPITAL RESOURCES
- 7 -
<PAGE>
The Company's primary source of internal liquidity has been its profitable
operations since its inception in November 1992. As more fully described below,
the Company's primary sources of external liquidity were contributions to the
Company by its parent, American United Global, Inc. ("AUGI"), and equipment
inventory floor plan financing arrangements provided to the Company by the
manufacturers of the products the Company sells, Seattle-First National Bank
("Seafirst Bank"), and Deutsche Financial Services. In addition, in fiscal
1995, the Company completed an initial public offering of 1,495,000 shares of
common stock at $6.50 per share, generating net proceeds of $7,801,000. The net
proceeds of the offering were utilized to repay amounts due to AUGI and to Case,
the acquisition and opening of additional outlets, as well as to reduce floor
plan debt.
Under inventory floor planning arrangements, the manufacturers of products sold
by the Company provide interest free credit terms on new equipment purchases for
periods ranging from one to twelve months, after which interest commences to
accrue monthly at rates ranging from two to three percent over the prime rate of
interest. Principal payments are typically made under these agreements at
scheduled intervals and/or as the equipment is rented, with the balance due at
the earlier of a specified date or sale of the equipment. At April 30, 1998,
the Company was indebted under manufacturer provided floor planning arrangements
in the aggregate amount of $12,484,000.
In order to take advantage of cash discount offered by Case and other
manufacturers, to provide financing beyond the term of applicable manufacturer
provided floor plan financing, or as an alternative to various manufacturer
provided floor plan financing arrangements, the Company has entered into a
separate secured floor planning line of credit with Seafirst Bank. The Seafirst
line of credit was entered into in June 1994 and renewed on September 1, 1997.
This is a $22,000,000 line of credit which can be used to finance new and used
equipment or equipment to be held for rental purposes. Borrowings under this
line of credit bear interest at approximately .50 percent below the bank's prime
rate. The line of credit is subject to annual review and renewal on July 1,
1998. On April 30, 1998, there was no outstanding indebtedness under Seafirst's
line of credit.
In June 1997, the Company obtained a $75 million inventory flooring and
operating line on credit through Deutsche Financial Services ("DFS"). The
DFS credit facility is a three-year, floating rate facility based on prime
with rates between 0.50 percent under prime to 1.00 percent over prime
depending on the amount of total borrowing under the facility. Amounts are
advanced against the Company's assets, including accounts receivable, parts,
new equipment, rental fleet, and used equipment. The Company expects to use
this borrowing facility to lower flooring related interest expense by using
advances under such line to finance inventory purchases in lieu of financing
provided by suppliers, to take advantage of cash purchase discounts from its
suppliers, to provide operating capital for further growth, and to refinance
some its acquisition related debt at a lower interest rate. As of April 30,
1998, approximately $67,491,000 was outstanding under this facility at an
interest rate of 8.00 percent.
Amounts owing under these floor plan financing agreements are secured by
inventory purchases financed by these lenders, as well as all proceeds from
their sale or rental, including accounts receivable thereto.
On December 11, 1997, the Company acquired substantially all of the operating
assets used by Case in connection with its business of servicing and
distributing Case agricultural equipment at a facility located in Yuba City,
California. The acquisition was consummated for approximately $142,000 in
- 8 -
<PAGE>
cash, $628,000 in installment notes payable to Case and the assumption of
$1,175,000 in inventory floor plan debt with Case and its affiliates. The
acquisition has been accounted for under the purchase method of accounting.
The real property and improvements upon which the Yuba City, California facility
acquired from Case is located, was purchased by McLain-Rubin Realty Company III,
LLC ("MRR III"), a Delaware limited liability company, the owners of which are
Messrs. C. Dean McLain, the President and a director of the Company, and Robert
M. Rubin, the Chairman and a director of the Company. MRR III is leasing such
real property and improvements to the Company under the terms of a Commercial
Lease Agreement dated as of December 11, 1997. In accordance with SFAS 13, the
building portion of the lease is being accounted for as a capital lease while
the land portion of the lease qualifies for treatment as an operating lease.
On April 30, 1998, the Company acquired substantially all of the operating
assets of Yukon Equipment, Inc. (Yukon) in connection with Yukon's business
of servicing and distributing construction, industrial, and agricultural
equipment in Alaska. The purchase price was an aggregate of $7,710,000
consisting of approximately $4,566,000 in cash which was funded through a
short-term note payable and the assumption of approximately $2,786,000 in
floor plan and open account obligations. Yukon also received 50,000 shares
of the Company's common stock in partial payment of the purchase price. The
acquisition has been accounted for under the purchase method of accounting.
During the nine months ended April 30, 1998, cash and cash equivalents decreased
by $874,000, reflecting the net effect of higher borrowings to reflect increased
inventory, increased accounts receivable, and lower accounts payable plus the
repurchase of the Company's common stock. A portion of the increased accounts
receivable and inventory increases are attributable to the Yukon Equipment
acquisition. As of April 30, 1998, pursuant to its stock buyback program the
Company had repurchased approximately 235,000 shares of its common stock at an
aggregate cost of approximately $1,535,000. The Company intends to continue its
stock buyback program as conditions warrant.
The Company's cash and cash equivalents of $1,001,000 as of April 30, 1998 and
available credit facilities are considered sufficient to support current or
higher levels of operations for at least the next twelve months.
Certain matters discussed herein contain forward-looking statements that are
subject to risks and uncertainties any one or more of which could cause actual
results to differ materially from those projected.
- 9 -
<PAGE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
A. EXHIBITS. NONE
B. REPORTS ON FORM 8-K.
Form 8-K filed May 11, 1998 reporting on the acquisition of the
operating assets of Yukon Equipment, Inc.
- 10 -
<PAGE>
SIGNATURE
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.
WESTERN POWER & EQUIPMENT CORP.
June 15, 1998
By: /s/Mark J. Wright
---------------------------------
Mark J. Wright
Vice President of Finance and
Chief Financial Officer
- 11 -
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOUND ON PAGES 1 THROUGH 3 OF THE COMPANY'S
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1998
<PERIOD-START> JAN-31-1998
<PERIOD-END> APR-30-1998
<CASH> 1001
<SECURITIES> 0
<RECEIVABLES> 17477
<ALLOWANCES> 862
<INVENTORY> 95952
<CURRENT-ASSETS> 114992
<PP&E> 12365
<DEPRECIATION> 4043
<TOTAL-ASSETS> 126327
<CURRENT-LIABILITIES> 99543
<BONDS> 0
0
0
<COMMON> 4
<OTHER-SE> 22807
<TOTAL-LIABILITY-AND-EQUITY> 126327
<SALES> 117563
<TOTAL-REVENUES> 117563
<CGS> 103849
<TOTAL-COSTS> 103849
<OTHER-EXPENSES> 9009
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3128
<INCOME-PRETAX> 2062
<INCOME-TAX> 832
<INCOME-CONTINUING> 1230
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1230
<EPS-PRIMARY> 0.35
<EPS-DILUTED> 0.32
</TABLE>
