<PAGE> 1
==============================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NO. 0-26092
----------
C.P. CLARE CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2561471
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
78 CHERRY HILL DRIVE
BEVERLY, MASSACHUSETTS 01915
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 524-6700
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.
As of June 29, 1997, there were 9,210,157 shares of Common Stock, $.01 par
value, outstanding.
==============================================================================
<PAGE> 2
C.P. CLARE CORPORATION
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION: PAGE
Item 1. Financial Statements
Consolidated Condensed Balance Sheets 1
Consolidated Condensed Statements of Operations 2
Consolidated Condensed Statements of Cash Flows 3
Notes to Consolidated Condensed Financial Statements 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
PART II OTHER INFORMATION:
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Default Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
<PAGE> 3
C.P. CLARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 29, 1997 MARCH 31, 1997
------------- --------------
<S> <C> <C>
ASSETS
------
Current assets:
Cash, cash equivalents and investments $ 33,098 $ 37,430
Accounts receivable, less allowance for
doubtful accounts 17,207 17,412
Inventories 21,272 20,116
Other current assets 4,516 3,832
-------- --------
Total current assets 76,093 78,790
Property, plant and equipment, net 30,506 28,976
Other assets 3,609 3,404
-------- --------
$110,208 $111,170
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Current portion of long-term debt $ 518 $ 511
Accounts payable 10,608 12,620
Accrued expenses 13,504 14,434
-------- --------
Total current liabilities 24,630 27,565
Long-term debt, net of current portion 588 550
Other long-term liabilities 1,847 1,789
-------- --------
Total liabilities 27,065 29,904
Stockholders' equity:
Preferred stock, $ .01 par value-
Authorized: 2,500,000 shares
Issued and outstanding: None -- --
Common stock, $ .01 par value-
Authorized: 40,000,000 shares
Issued and outstanding: 9,210,157 shares and
9,176,657 shares as of June 29, 1997 and
March 31, 1997, respectively 92 92
Additional paid-in capital 94,307 94,115
Deferred compensation (318) (409)
Accumulated deficit (10,050) (11,702)
Cumulative translation adjustment (888) (830)
-------- --------
Total stockholders' equity 83,143 81,266
-------- --------
$110,208 $111,170
======== ========
</TABLE>
The accompanying notes are in integral part of these consolidated condensed
financial statements.
1
<PAGE> 4
C.P. CLARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------
JUNE 29, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
Net sales $ 34,667 $ 34,038
Cost of sales 23,510 22,414
---------- ----------
Gross profit 11,157 11,624
Operating expenses:
Selling, general and administrative 6,745 6,306
Research and development 2,328 1,339
---------- ----------
Operating income 2,084 3,979
Interest income 362 533
Interest expense (28) (119)
Other income (expense), net 205 (102)
---------- ----------
Income before provision for income taxes 2,623 4,291
Provision for income taxes 971 1,500
---------- ----------
Net income $ 1,652 $ 2,791
========== ==========
Earnings per common and common share equivalent $ 0.17 $ 0.29
========== ==========
Weighted average number of common shares and
common share equivalents outstanding 9,683,127 9,661,265
========== ==========
</TABLE>
The accompanying notes are in integral part of these consolidated condensed
financial statements.
2
<PAGE> 5
C.P. CLARE CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
JUNE 29, 1997 JUNE 30, 1996
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,652 $ 2,791
Adjustments to reconcile net income to net cash provided by
(used in) operating activities:
Depreciation and amortization 1,184 1,145
Provision for (benefit from) deferred income taxes (28) 9
Compensation expense associated with stock options 91 50
Changes in assets and liabilities:
Accounts receivable (705) 303
Inventories (1,195) (236)
Other current assets 69 153
Accounts payable (1,964) (634)
Accrued expenses and other liabilities (832) (820)
------- -------
Net cash provided by (used in) operating activities (1,728) 2,761
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (2,670) (4,203)
------- -------
Net cash used in investing activities (2,670) (4,203)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments of lines of credit -- (1,219)
Proceeds from exercise of options and warrants 133 716
Payments of principal on long-term debt 40 47
Tax benefit of disqualifying disposition of incentive stock options 58 682
------- -------
Net cash provided by financing activities 231 226
------- -------
EFFECT OF EXCHANGE RATES ON CASH, CASH EQUIVALENTS
AND INVESTMENTS (165) (35)
------- -------
NET (DECREASE) IN CASH, CASH EQUIVALENTS AND
INVESTMENTS (4,332) (1,251)
Cash, cash equivalents and investments, beginning of period 37,430 49,082
------- -------
Cash, cash equivalents and investments, end of period $33,098 $47,831
======= =======
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS:
Cash paid during the period for:
Interest $ 11 $ 25
======= =======
Income taxes $ 1,086 $ 1,306
======= =======
</TABLE>
The accompanying notes are in integral part of these consolidated condensed
financial statements.
3
<PAGE> 6
C.P. CLARE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 29, 1997
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
1. FISCAL PERIODS
--------------
The Company's fiscal year is comprised of either 52 or 53 weeks and ends on
the Sunday closest to March 31 each year. Interim quarters are comprised of 13
weeks unless otherwise noted and end on the Sunday closest to June 30, September
30, December 31 and March 31.
2. INTERIM FINANCIAL STATEMENTS
----------------------------
The unaudited interim consolidated condensed financial statements presented
herein have been prepared in accordance with generally accepted accounting
principles for interim financial statements and with the instructions to Form
10-Q and Regulation S-X pertaining to interim financial statements. Accordingly,
these interim financial statements do not include all information and footnotes
required by generally accepted accounting principles for complete financial
statements. The financial statements reflect all adjustments and accruals which
management considers necessary for a fair presentation of the Company's
financial position as of June 29, 1997, and results of operations for the three
months ended June 29, 1997 and June 30, 1996. The results for the interim
periods presented are not necessarily indicative of results to be expected for
any future period. The financial statements should be read in conjunction with
the summary of significant accounting policies and notes to consolidated
financial statements included in the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1997 as filed with the Securities and Exchange
Commission.
3. EARNINGS PER COMMON AND COMMON SHARE EQUIVALENT
-----------------------------------------------
Earnings per common and common share equivalent are computed using the
weighted average number of common shares and dilutive common share equivalents
outstanding during each period. Dilutive common share equivalents consist of
stock options and warrants. Fully diluted earnings per share are not presented
as the amounts are not materially different.
4. CASH, CASH EQUIVALENTS AND INVESTMENTS
--------------------------------------
The Company considers all highly liquid investment instruments with
maturities of three months or less to be cash equivalents. Short-term
investments are instruments with maturities less than one year. The Company
accounts for its investments in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". Investments at June 29, 19976 and June 30, 1996
consist principally of overnight and short-term tax exempt commercial paper and
tax exempt variable rate municipal bonds. The Company has the option to require
the issuers of the tax exempt variable rate municipal bonds to purchase these
investments upon 7 days notice. The Company has deemed these investments to be
available-for-sale at both June 29, 1997 and June 30, 1996 and they are carried
at cost which approximates market value.
4
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
5. INVENTORIES
-----------
Inventories include materials, labor and manufacturing overhead, and are
stated at the lower of cost (first-in, first-out) or market and consist of the
following at June 29, 1997 and March 31, 1997:
<TABLE>
<CAPTION>
JUNE 29, MARCH 31,
1997 1997
------- -------
<S> <C> <C>
Raw material $ 7,904 $ 8,905
Work in process 4,916 6,117
Finished goods 8,452 5,094
======= =======
$21,272 $20,116
======= =======
</TABLE>
6. ACCRUED EXPENSES
----------------
Accrued expenses consist of the following at June 29, 1997 and March 31,
1997:
<TABLE>
<CAPTION>
JUNE 29, MARCH 31,
1997 1997
------- -------
<S> <C> <C>
Payroll and benefits $ 3,775 $ 3,768
Restructuring costs (Note 7) 4,790 5,884
Environmental remediation 917 1,017
(Note 8)
Other 4,022 3,765
------- -------
$13,504 $14,434
======= =======
</TABLE>
7. RESTRUCTURING COSTS
-------------------
In the second quarter of fiscal 1997, the Company announced a
restructuring of its operations, primarily in the Company's reed relay
business, and recorded a net restructuring charge of $14,250. Through the end
of fiscal 1997, the Company expended approximately $8,366 of these
restructuring costs. During the first quarter of fiscal 1998, the Company
expended approximately $1,094 of these costs. As of June 29, 1997, the Company
had $4,790 remaining in accrued restructuring.
8. COMMITMENTS AND CONTINGENCIES
-----------------------------
Environmental Matter
The Company accrues for estimated costs associated with known environmental
matters, when such costs are probable and can be reasonably estimated. The
actual costs to be incurred for environmental remediations may vary from
estimates, given the inherent uncertainties in evaluating and estimating
environmental liabilities, including the possible effects of changing laws and
regulations, the stage of the remediation process and the magnitude of
contamination found as the remediation progresses. Management believes the
ultimate disposition of known environmental matters will not have a material
adverse effect upon the liquidity, capital resources, business or consolidated
financial position of the Company. However, one or more environmental matters
could have a significant negative impact on the Company's consolidated financial
results for a particular reporting period.
5
<PAGE> 8
(i) United States
In connection with the acquisition of the Clare Division of General
Instrument Corporation in 1989, the Company purchased a manufacturing facility
located in Chicago. From the acquisition date until January, 1994 the Company
used this facility primarily as office space. During fiscal 1993, the Company
discovered environmental contamination at this facility and voluntarily reported
this discovery to the Illinois Environmental Protection Agency ("IEPA") and has
since been involved in discussions with the IEPA and the U.S. Environmental
Protection Agency regarding the need for remediation. The Company believes that
any environmental contamination predates the Company's acquisition of the
facility from General Instrument. The Company and General Instrument jointly
retained an independent environmental consulting firm to assess the remediation
requirements and develop a plan to voluntarily remediate this property in
accordance with federal and state law such that the property could be used for
residential purposes. Prior to commencing such voluntary remediation, the
Company and General Instrument entered into a cost-sharing agreement, however,
both parties have reserved their rights to litigate concerning the final
cost-sharing arrangement. In September 1996, an independent environmental
consulting firm retained by the Company completed their assessment of the
remediation requirements. Based on the consultant's report and plan of
remediation, the Company accrued an additional $750 for related remediation
expenses. The Company also accrued an additional $700 receivable related to
General Instrument's portion of the remediation expense.
During the quarter ended December 29, 1996, the Company and General
Instrument began the remediation, however the approved clean-up method produced
conditions that were not acceptable to the community. As a result, the Company
determined the most likely scenario will be to remediate the property to make it
usable as industrial/commercial, rather than the residential property, as
originally planned.
As of March 31, 1997, the Company had an environmental remediation
liability of $518 and a receivable from General Instrument of $427 related to
the remediation of environmental contamination discovered at the Chicago
facility.
During the quarter ended June 29, 1997, the Company expended approximately
$42 of remediation costs and related expenses. At June 29, 1997, the Company has
an environmental remediation liability of $217. During the quarter ended June
29, 1997, General Instrument incurred approximately $258 of remediation costs.
As of June 29, 1997, the receivable from General Instrument is $169. Management
of the Company, after consultation with its legal counsel, believes that the
realization of this amount from General Instrument is probable.
As the remediation progresses, the Company and General Instrument will
address contamination that has been found on adjacent sites. Management
continues to analyze the estimated environmental remediation liability and has
accrued additional amounts when known events have required revised estimates.
However, given the current stage of the remediation process and the magnitude of
contamination found at the site and adjacent sites, the ultimate disposition of
this environmental matter could have a significant negative impact on the
Company's consolidated financial results for a future reporting period.
(ii) Belgium
In January 1997, the Company completed the sale of the Tongeren
Manufacturing Company. Upon the sale of TMC, the Company agreed to indemnify
Gunther for up to $500 for established environmental remediation costs, subject
to certain conditions and limitations. The Company accrued this environmental
remediation indemnification as of March 31, 1997.
6
<PAGE> 9
9. NEW ACCOUNTING STANDARD
-----------------------
In March 1997, Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings Per Share" was issued, which supersedes Accounting Principles Board
Opinion No. 15 and establishes new standards for calculating and presenting
earnings per share. SFAS No. 128 is effective for financial statements for both
interim and annual periods ending after December 15, 1997 and requires
restatement of all prior-period earnings per share data presented. The new
statement modifies the calculations of primary and fully diluted per share and
replaces them with basic and diluted earnings per share. Basic earnings per
share includes no dilutive equity securities and is calculated by dividing net
income (loss) by the weighted average number of common shares outstanding for
the period. Diluted earnings per share reflects the potential dilution of stock
options that could share in the earnings of the entity, similar to fully diluted
earnings per share. The Company has not yet determined the impact of adopting of
this statement.
7
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
This Form 10-Q contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended. The Company's actual results could
differ materially from those set forth in the forward looking statements.
Certain factors that might cause such a difference are discussed in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1997,
as filed with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
The following table sets forth the relative percentage that certain income
and expense items bear to net sales for the periods indicated:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------
JUNE 29, JUNE 30,
1997 1996
------- --------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales 67.8 65.9
----- -----
Gross profit 32.2 34.1
Operating expenses:
Selling, general and administrative 19.5 18.5
Research and development 6.7 3.9
----- -----
Operating income 6.0 11.7
Interest income 1.0 1.6
Interest expense (0.1) (0.4)
Other income (expense), net 0.6 (0.3)
----- -----
Income before provision for income taxes 7.5 12.6
Provision for income taxes 2.7 4.4
----- -----
Net income 4.8% 8.2%
===== =====
</TABLE>
Net Sales. Net sales increased 1.8% in the first quarter of fiscal 1998 to
$34.7 million from $34.0 million for the same period in fiscal 1997. The
increase was primarily attributable to higher unit sales volume of advanced
magnetic products and a slight decrease in the sales of semiconductor products.
Net sales by major product category are as follows:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 29, 1997 JUNE 30, 1996
-------------------------------
(IN MILLIONS)
<S> <C> <C>
Semiconductor Products $15.2 $15.8
Electromagnetic and other $19.5 $18.2
products
</TABLE>
8
<PAGE> 11
Net sales to customers located outside the United States (primarily Europe
and Asia) increased 2.9% in the first quarter of fiscal 1998 to $14.0 million
from $13.6 million in the first quarter of fiscal 1997.
Gross Profit. The Company's gross profit as a percentage of net sales
declined to 32.2% in the first quarter of fiscal 1998 from 34.1% in the same
period in fiscal 1997. The decrease in gross profit was primarily attributable
to the increase in sales volume of the Company's lower margin advanced magnetic
products as well as the additional costs associated with the new semiconductor
wafer fabrication facility.
Selling, General and Administrative Expense. Selling, general and
administrative expense increased in the first quarter of fiscal 1998 to $6.7
million from $6.3 million in fiscal 1997. The increase was primarily a result of
increased promotional activities and commission costs.
Research and Development Expense. Research and development expense
increased in the first quarter of fiscal 1998 to $2.3 million from $1.3 million
in the same period of fiscal 1997. This is primarily due to an increased
investment in new product development programs, specifically in semiconductor
products. The Company expects research and development spending to increase in
fiscal 1998, primarily on new product and process development, the majority in
the semiconductor business.
Interest Income. Interest income decreased in the first quarter of fiscal
1998 to $0.4 million from $0.5 million for the same period in fiscal 1997.
Interest income is derived from investments in commercial paper and tax exempt
municipal bonds.
Interest Expense. Interest expense decreased in the first quarter of
fiscal 1998 to a nominal amount from $0.1 million in the same period of fiscal
1997, primarily as a result of the sale of the Company's sale of it's Belgium
manufacturing company and the corresponding transfer of the European line of
credit.
Other Income (Expense), net. In addition to a foreign exchange gain of
$113, other income (expense), net for the first quarter of fiscal 1998, is
mainly comprised of a one time royalty payment received. In the same quarter
last fiscal year, other income (expense), net, was primarily comprised of
foreign exchange losses.
Income Taxes. In accordance with generally accepted accounting principles,
the Company has provided for income taxes in the first quarter at its estimated
annual effective rate. The Company presently anticipates that the effective
annual rate for income taxes for fiscal 1998 will be 37.0%, which is less than
the combined federal and state statutory rates. This reduced tax rate is
primarily based on the favorable tax treatment of the Company's foreign sales
corporation, partial utilization of net operating loss carryforwards, and
investment in tax exempt municipal bonds.
LIQUIDITY AND CAPITAL RESOURCES
During the quarter ended June 29, 1997, the Company's cash, cash
equivalents and investments decreased by $4.3 million. Operations used $1.7
million of cash during this period, mainly as a result of the net income and
depreciation and amortization which were offset by an increase in inventory and
decrease in accounts payable. The Company invested $2.7 million in capital
expenditures during the quarter ended June 29, 1997. Financing activities
provided $0.2 million of cash during the period, primarily due to the proceeds
and tax benefits from exercises of options and warrants.
The Company believes that cash generated from operations, available cash
and amounts available under its credit agreements will be sufficient to satisfy
its working capital needs and planned capital expenditures through the next 12
to 24 months. However, there can be no assurance that events in the future will
not require the Company to seek additional capital sooner or, if so required,
that adequate capital will be available on terms acceptable to the Company.
9
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to routine litigation incident to the conduct
of its business. None of such proceedings is considered material to the business
or the financial condition of the Company.
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
EXHIBIT NO. DESCRIPTION
11.1 Computation of Net Income Per Share.
27.0 Financial Data Schedule (Edgar)
(b) Reports on Form 8-K
The Registrant filed no Current Reports on Form 8-K during the
quarter ended June 29, 1997.
10
<PAGE> 13
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.
C.P. CLARE CORPORATION
By: /s/ Thomas B. Sager
----------------------------------
Thomas B. Sager
Corporate Controller
Chief Accounting Officer
Date: August 12, 1997
11
<PAGE> 1
EXHIBIT 11.1
C.P. CLARE CORPORATION AND SUBSIDIARIES
COMPUTATION OF NET INCOME PER SHARE (1)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
June 29, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Net Income $ 1,652 $ 2,791
========== ==========
Weighted Average Common Shares and Common Share
Equivalents:
Weighted Average Common Shares Outstanding During the Period 9,192,582 8,832,344
Weighted Average Common Share Equivalents 490,545 828,921
========== ==========
9,683,127 9,661,265
========== ==========
Net Income per Common and Common Share Equivalent $ 0.17 $ 0.29
========== ==========
</TABLE>
(1) Fully diluted net income per share has not been separately presented, as the
amounts would not be materially different.
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-29-1997
<EXCHANGE-RATE> 1
<CASH> 33,098
<SECURITIES> 0
<RECEIVABLES> 17,207
<ALLOWANCES> 0
<INVENTORY> 21,272
<CURRENT-ASSETS> 76,093
<PP&E> 30,506
<DEPRECIATION> 0
<TOTAL-ASSETS> 110,208
<CURRENT-LIABILITIES> 24,630
<BONDS> 0
0
0
<COMMON> 92
<OTHER-SE> 90,664
<TOTAL-LIABILITY-AND-EQUITY> 110,208
<SALES> 34,667
<TOTAL-REVENUES> 34,667
<CGS> 23,510
<TOTAL-COSTS> 23,510
<OTHER-EXPENSES> 9,073
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (28)
<INCOME-PRETAX> 2,623
<INCOME-TAX> 971
<INCOME-CONTINUING> 1,652
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,652
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0
</TABLE>
