<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended September 30, 1995 Commission File No. 0-1915
THOMASTON MILLS, INC.
- -------------------------------------------------------------------------------
GEORGIA 58-0460470
- ------------------------------ ------------------------------------
(State or other jurisdiction of) (I.R.S. Employer Identification No.)
115 East Main Street, P.O. Box 311, Thomaston, Georgia 30286
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (706) 647-7131.
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.
Class A Common Stock $1 Par Value - 5,620,518 Shares including
713,688 Treasury Shares
Class B Common Stock $1 Par Value - 1,873,506 Shares including
243,140 Treasury Shares
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 for the past 90 days.
Yes X No
----------- -----------
Page 1 of 11
<PAGE> 2
INDEX
THOMASTON MILLS, INC. AND SUBSIDIARY
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets -- September 30, 1995 and
July 1, 1995.
Condensed consolidated statements of income -- three months
ended September 30, 1995 and three months ended October 1,
1994.
Condensed consolidated statements of changes in cash flows --
three months ended September 30, 1995 and three months ended
October 1, 1994.
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to vote of Security Holders
Item 5. Other information
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
Page 2 of 11
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
THOMASTON MILLS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Sept. 30, 1995 July 1, 1995
-------------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash & cash equivalents $ 1,328 $ 1,544
Accounts receivable, less allowance of
$415 at both dates 47,751 50,924
Inventories--Note B 40,519 39,666
Prepaid expenses 1,284 1,191
---------------- ----------------
TOTAL CURRENT ASSETS 90,882 93,325
PROPERTY, PLANT AND EQUIPMENT 229,005 225,353
Less allowances for depreciation 140,899 136,719
---------------- ----------------
88,106 88,634
OTHER ASSETS 2,186 4,364
---------------- ----------------
$ 181,174 $ 186,323
================ ================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 11,216 $ 14,214
Accrued liabilities 7,181 6,164
Federal and State income taxes 936 1,131
Current portion of long-term debt 1,536 1,082
---------------- ----------------
TOTAL CURRENT LIABILITIES 20,869 22,591
OBLIGATIONS UNDER CAPITAL LEASE -
LESS CURRENT PORTION 1,188 1,297
LONG-TERM DEBT 41,317 44,813
DEFERRED INCOME TAXES 7,233 7,233
OTHER LIABILITIES 131 114
SHAREHOLDERS' EQUITY
Class A Common Stock--5,620,518 shares
outstanding including 713,688 treasury shares at
Sept. 30, 1995 and 719,688 at July 1, 1995 5,621 5,621
Class B Common Stock--1,873,506 shares
outstanding including 243,140 treasury shares 1,874 1,874
Additional paid-in capital 8,882 8,862
Retained earnings 99,495 99,389
---------------- ----------------
115,872 115,746
Less treasury stock - at cost 5,436 5,471
---------------- ----------------
110,436 110,275
---------------- ----------------
$ 181,174 $ 186,323
================ ================
</TABLE>
NOTE: The Balance Sheet at July 1, 1995 has been
derived from the Audited Financial Statements at that
date. See Note to Condensed Financial Statements.
Page 3 of 11
<PAGE> 4
THOMASTON MILLS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands except Per Share Data)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
September 30, 1995 October 1, 1994
------------------ ---------------
<S> <C> <C>
Net sales $ 68,596 $ 68,556
Cost of sales 62,002 62,548
------------ -----------
6,594 6,008
Selling, general
and administrative expenses 5,083 4,665
------------ -----------
1,511 1,343
Other income, net 200 117
------------ -----------
1,711 1,460
Interest expense 775 723
------------ -----------
Income before
income taxes 936 737
Provision for income taxes 356 284
------------ -----------
Net income $ 580 $ 453
============ ===========
AVERAGE NUMBER OF SHARES 6,536,009 6,560,539
Data Per Share:
Net income $ 0.0900 $ 0.0700
Dividends paid $ 0.0725 $ 0.0700
</TABLE>
Page 4 of 11
<PAGE> 5
THOMASTON MILLS, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Three Months Ended
September 30, 1995 October 1, 1995
------------------ -------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 580 $ 453
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 4,180 3,797
Loss on sale of property, plant
and equipment 0 5
Changes in operating assets and
liabilities:
Accounts receivable 3,173 8,504
Inventories (853) (6,213)
Other assets (131) (17)
Accounts payable and accrued expenses (1,704) 356
------------- -------------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 5,245 6,885
INVESTING ACTIVITIES
Purchases of property, plant and equipment (3,653) (4,551)
Decrease in unexpended construction funds 2,217 0
------------- -------------
NET CASH USED IN INVESTING
ACTIVITIES (1,436) (4,551)
FINANCING ACTIVITIES
Proceeds from revolving lines of credit
and long-term debt 0 3,000
Principal payments on revolving lines of credit,
long-term debt and capital lease obligation (3,605) (4,378)
Purchase of treasury stock 0 (392)
Exercise of stock options 54 61
Cash dividends paid (474) (458)
------------- -------------
NET CASH USED IN
FINANCING ACTIVITIES (4,025) (2,167)
------------- -------------
(DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (216) 167
Cash and cash equivalents at beginning
of period 1544 1,110
------------- -------------
Cash and cash equivalents at end
of period $ 1328 $ 1,277
============= =============
</TABLE>
Page 5 of 11
<PAGE> 6
THOMASTON MILLS, INC. AND SUBSIDIARY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995
NOTE A -- BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ended September 30, 1995, are not necessarily indicative of the results
that may be expected for the year ended June 29, 1996. Certain Fiscal 1995
balances have been reclassified to conform with the Fiscal 1996
classifications. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report for
the year ended July 1, 1995.
NOTE B -- INVENTORIES
The components of inventory consist of the following:
<TABLE>
<CAPTION>
(Dollars in Thousands)
September 30, 1995 July 1, 1995
------------------ ------------
<S> <C> <C>
Raw materials $ 8,095 $ 10,087
Work in process 22,910 21,008
Finished products 22,230 21,100
LIFO reserve (12,716) (12,628)
---------------- -----------
$ 40,519 $ 39,666
================ ===========
</TABLE>
Through July 2, 1994 the Company accounted for the cotton, polyester,
labor and overhead components of raw materials, work in process and finished
goods inventories at the lower of cost, determined under the LIFO method of
accounting, or market. Purchased cloth and yarn and certain supplies
inventories were accounted for at the lower of cost, determined under the FIFO
method of accounting, or market. In the first quarter of Fiscal 1995, the
Company changed to the LIFO method of accounting for purchased cloth and yarn.
This change will result in better matching of revenues and expenses and will
conform substantially all manufacturing inventories to the LIFO method. The
cumulative effect of this change is not determinable. The effect of this change
on first quarter 1995 was to decrease net income for the quarter by
approximately $123,000 ($.02 per share). In connection with this change, the
Company conformed the manner of applying the LIFO method for its cotton and
polyester inventories to the dollar value method. Management believes the
effect of the change to the dollar value method was not significant.
Page 6 of 11
<PAGE> 7
THOMASTON MILLS, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
For the first fiscal quarter ended September 30, 1995, sales were flat as
compared to sales for the first quarter last year. First quarter fiscal 1996
sales of $68,595,617 were only .1% ahead of sales of $68,555,747 for the first
fiscal quarter last year. Slow markets in the Company's yarn and piece-dyed
apparel areas resulted in a sales decline for these products while sales of
denim and home-furnishing products remained steady or increased slightly.
Although overall units sold during the quarter decreased 2.6%, this decrease
was offset by an increase of 2.8% in the product mix average sales value per
unit.
Cost of goods sold decreased to 90.4% of sales for first quarter fiscal 1996 as
compared to 91.2% of sales in first quarter fiscal 1995. Increases in raw
material prices and continued low capacity utilization were countered by more
favorable differences between actual and standard cost of sales during the
quarter.
Decreased cost of goods sold resulted in gross profit of $6,594,523 or 9.6% of
sales for 1996 as compared to gross profit of $6,007,344 or 8.8% of sales for
1995.
Selling, general and administrative expenses were $5,083,171 or 7.4% of sales
in first quarter fiscal 1996 and $4,664,831 or 6.8% of sales in first quarter
fiscal 1995. The increase of $418,340 is primarily the result of increased
costs incurred in designing and advertising the Company's products.
Other income increased from $116,902 in first quarter fiscal 1995 to $199,612
in 1996.
Interest expense increased $51,948 from $722,801 in first quarter fiscal 1995
to $774,749 in first quarter fiscal 1996. This 7.2% increase is the result of
slightly higher interest rates associated with the Company's borrowings under
its revolving credit agreement.
Income tax expense for first quarter fiscal year 1996 was 38.0% of taxable
income compared to 38.6% of first quarter fiscal 1995 taxable income. This
decrease can be attributed primarily to a lower tax rate on the graduated
federal tax schedule. These percentages approximate the statutory income tax
rate for the tax jurisdictions in which the Company operates.
Net income for first quarter fiscal 1996 increased 28.3% to $580,454 or $0.09
per share as compared to $452,281 or $0.07 per share for first quarter fiscal
1995.
Page 7 of 11
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES
The Company continues to maintain a strong financial position. At September 30,
1995, working capital was $70,012,309 as compared to $69,930,136 at October 1,
1994. The ratio of current assets to current liabilities was 4.4:1 at September
30, 1995 and 4.1:1 at October 1, 1994.
Cash provided by operating activities was the principal source of funds for
first quarter fiscal 1996. Cash provided by operating activities amounted to
$5,245,178 for the first fiscal quarter ended September 30, 1995.
The Company's primary use of funds during first quarter fiscal year 1996 was
$3,652,735 in purchases of property, plant and equipment, offset by a $2,216,574
decrease in unexpended construction funds, and $3,604,984 principal payments on
revolving lines of credit, long-term debt and capital lease obligations.
During the latter part of fiscal year 1995, the Company placed orders for
additional equipment to increase denim production by approximately twenty
percent by the second quarter of fiscal year 1996. To finance the expansion of
the denim production, the Company on April 5, 1995 entered into an agreement
with the Development Authority of Pike County, Georgia to issue $3,700,000 in
Tax-Exempt Adjustable Mode Industrial Development Revenue Bonds. Interest on
these bonds is paid quarterly. The maturity date of the bond issue is April
2005. At September 30, 1995, the Company had $1,351,285 in unexpended
construction funds related to this bond issue.
During the second quarter of fiscal year 1995, the Company revised and expanded
its revolving credit agreement which provided for unsecured borrowings of up to
$24,000,000. At September 30, 1995, $5,500,000 was available under this
agreement.
The Company had capital expenditure commitments at September 30, 1995 for $6.0
million, primarily for machinery and equipment. Management believes that cash
provided by operating activities and the revolving credit agreement will be
sufficient to finance capital requirements and operating needs of the Company
for fiscal 1996.
INVENTORIES
Inventories at September 30, 1995 and October 1, 1994 were $40,519,427 and
42,715,884 respectively. Total inventory turns on an average annualized rate
were 6.1 times for first fiscal quarter 1996 and 5.6 times for first fiscal
quarter 1995.
Through July 2, 1994 the Company accounted for the cotton, polyester, labor and
overhead components of raw materials, work in process and finished goods
inventories at the lower of cost, determined under the LIFO method of
accounting, or market. Purchased cloth and yarn and certain supplies
inventories were accounted for at the lower of cost, determined under the FIFO
method of accounting, or market. Effective with the first day of fiscal year
1995, the Company changed to the LIFO method of accounting for purchased cloth
and yarn. This change will result in better matching of revenues and expenses
and will conform substantially all manufacturing inventories to the LIFO
method. The cumulative effect of this change is not determinable. The effect of
this change on first fiscal quarter 1995 was to decrease net income by
approximately $123,000 ($.02 per share). In connection with this change, the
Company conformed the manner of applying
Page 8 of 11
<PAGE> 9
the LIFO method for its cotton and polyester inventories to the dollar value
method. Management believes the effect of the change to the dollar value method
was not significant.
RAW MATERIALS
The Company's primary raw material is cotton. As a commodity, cotton is traded
on established markets and periodically experiences price fluctuations. The
Company monitors the cotton market and buys its cotton from brokers. The
Company has not had and does not anticipate any material difficulty in
obtaining cotton.
In order to assure a continuous supply of cotton, the Company enters into
cotton purchase contracts for several months in advance of delivery which
either provide for (1) fixed quantities to be purchased at a pre-determined
price, or (2) fixed quantities to be purchased at a price to be determined (at
a later date). When the Company sells its product to its customers, the cost of
cotton under existing cotton purchase contracts is taken into account in
calculating the price for the Company's product. The Company generally attempts
to match product sales contracts with fixed price cotton purchase contracts and
uses market price cotton contracts to anticipate future needs and subsequent
product sales contracts. Accordingly, fluctuations in the market value of
cotton do not generally affect the pricing or profitability of existing sales
contracts, but would affect subsequent sales contracts. To the extent prices
are sometimes fixed in advance of shipment, the Company may benefit from its
cotton purchase contracts, to the extent prices thereafter rise, or incur
increased cost, to the extent prices thereafter fall.
GATT
In December 1993, 117 countries reached an agreement under the General
Agreement on Tariffs and Trade that would cover new areas of trade, further cut
tariffs and strengthen multilateral free-trade rules by creating a World Trade
Organization (WTO) as its successor. This agreement was ratified by the United
States Congress and went into effect on July 1, 1995. As part of this new
agreement, the Multifiber Arrangement (MFA) under which textile and apparel
trade had been controlled, will be phased out along with its import quotas over
a 10-year period. Tariffs on textiles will be cut by an average of 11.6% over
10 years. A weighted average tariff for products sold by Thomaston Mills, if
imported, would be cut by 8.8%. Under the agreement, quotas on the least
sensitive import products will be phased out over the first five years and
quotas on the most sensitive import products will not be affected until the
latter part of the ten-year period.
The WTO agreement contains some provisions which may have a favorable impact on
the textile industry. An assembly rule of origin amendment makes it illegal for
a non-WTO member country to assemble garments from pieces cut in a member
country and then export the garments as originating in the country where they
were cut. Additionally, the agreement preserves the authority of the President
of the United States to control imports from non-WTO countries such as Taiwan
or China.
Although the WTO agreement may reduce the cost of certain imported textiles,
the Company believes that upgraded technology resulting in increased
productivity and lower costs will enable it to compete in a global market.
Page 9 of 11
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
(a) As of September 30, 1995, there were no material
pending legal proceedings, other than routine
litigation incidental to its business, to which the
Company was a party or to which any property of the
Company was subject. Such routine legal proceedings are
not believed to be material to the Company.
(b) Not applicable
ITEM 2. CHANGE IN SECURITIES
(a) (b) Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) (b) Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS
(a) (b) (c) (d) Not applicable
ITEM 5. OTHER INFORMATION
Not Applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
13.1 Quarterly Report to Shareholders dated
September 30, 1995
27.0 Financial Data Schedule (for SEC purposes only)
(b) The Company did not file any reports on Form 8-K during
the three months ended September 30, 1995.
Page 10 of 11
<PAGE> 11
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.
Thomaston Mills, Inc.
Neil H. Hightower
---------------------------------
Neil H. Hightower
President and Chief
Date: November 14, 1995 Executive Officer
-----------------
Rosser R. Raines
---------------------------------
Rosser R. Raines
Treasurer-Principal Financial
Date: November 14, 1995 Officer
-----------------
Page 11 of 11
<PAGE> 1
EXHIBIT 13.1
[THOMASTON LOGO] NEWS
RELEASE
================================================================================
FIRST QUARTER REPORT
1996
TO THE SHAREHOLDERS:
In the interest of saving printing costs, we decided to use this News Release
form for informing shareholders and the news media simultaneously of our
quarterly results. We hope you approve of this new format.
Sales for the first fiscal quarter ended September 30, 1995, were $68,596,000,
about even with the same quarter last year. Net after tax earnings were
$580,000, or $.09 per share. While we were not pleased with these figures, we
were pleased that results are improving.
We are still dealing with high raw material prices and slow markets. Capacity
utilization was low during the first quarter on yarn, piece dyed apparel
fabrics, and sheets and pillowcases.
Denim shipments continue favorable, and our 20% expansion of the Pike denim
weaving facility is now on line. This new production is sold through December,
and sales of this product should be up in the second quarter.
The Company's new line of higher style home furnishings was well received at
the October market in New York. We have strengthened our design and marketing
staff, and we are confident this will generate stronger sales and earnings for
these products as we go forward.
If the overall economy will remain positive, then we expect capacity
utilization, sales and earnings to improve. Sales and earnings for the entire
year should be better than last year.
Sincerely,
/s/ Neil H. Hightower
- ---------------------
Neil H. Hightower
President and CEO
THOMASTON MILLS, INC.
Post Office Box 311
THOMASTON, GEORGIA 30286
<PAGE> 2
THOMASTON MILLS, INC.
CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands except Per Share Data)
<TABLE>
<CAPTION>
Three Months Ended
Sept. 30, Oct. 1,
1995 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net sales $ 68,596 $ 68,556
Cost of sales 62,002 62,548
- --------------------------------------------------------------------------------------------------------------
6,594 6,008
Selling, general and administrative expenses 5,083 4,665
Other income (expenses) 200 117
- --------------------------------------------------------------------------------------------------------------
1,711 1,460
Interest expense 775 723
- --------------------------------------------------------------------------------------------------------------
Income before income taxes 936 737
Provision for income taxes 356 284
- --------------------------------------------------------------------------------------------------------------
Net income $ 580 $ 453
- --------------------------------------------------------------------------------------------------------------
Average Number Shares 6,536,009 6,560,539
Net income per share $ 0.090 $ 0.070
Dividends paid per share $ 0.0725 $ 0.0700
</TABLE>
CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Sept. 30, Oct. 1,
1995 1994
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $ 1,328 $ 1,277
Accounts receivable 48,166 48,068
Less allowance for uncollectible accounts (415) (415)
Inventories 40,519 42,716
Other current assets 1,284 1,042
- --------------------------------------------------------------------------------------------------------------
Total Current Assets 90,882 92,688
Property, Plant and Equipment 229,005 211,167
Less allowance for depreciation (140,899) (126,418)
Other assets 2,186 537
- --------------------------------------------------------------------------------------------------------------
$ 181,174 $ 177,974
- --------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 11,216 $ 12,665
Accrued liabilities 7,181 7,091
Federal and state income taxes 936 780
Current portion of long-term debt 1,536 2,222
- --------------------------------------------------------------------------------------------------------------
Total Current Liabilities 20,869 22,758
Obligations under capital leases 1,188 1,670
Long-term debt 41,317 38,199
Deferred income taxes 7,233 6,571
Other liabilities 131 85
Shareholders' Equity 110,436 108,691
- --------------------------------------------------------------------------------------------------------------
$ 181,174 $ 177,974
- --------------------------------------------------------------------------------------------------------------
</TABLE>
Note: As previously reported, in the first quarter of fiscal 1995 the Company
changed from the FIFO to the LIFO method of accounting for purchased cloth and
yarn. The cumulative effect of this change was not determinable. The effect
of this change on the quarter was to decrease net income by approximately
$123,000 ($.02 per share).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF THOMASTON MILLS INC. FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-START> JUL-02-1995
<PERIOD-END> SEP-30-1995
<CASH> 1,328
<SECURITIES> 0
<RECEIVABLES> 48,166
<ALLOWANCES> 415
<INVENTORY> 40,519
<CURRENT-ASSETS> 90,882
<PP&E> 229,005
<DEPRECIATION> 140,899
<TOTAL-ASSETS> 181,174
<CURRENT-LIABILITIES> 20,869
<BONDS> 22,818
<COMMON> 7,494
0
0
<OTHER-SE> 102,942
<TOTAL-LIABILITY-AND-EQUITY> 181,174
<SALES> 68,596
<TOTAL-REVENUES> 68,796
<CGS> 62,002
<TOTAL-COSTS> 62,002
<OTHER-EXPENSES> 5,083
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 775
<INCOME-PRETAX> 936
<INCOME-TAX> 356
<INCOME-CONTINUING> 580
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 580
<EPS-PRIMARY> .09
<EPS-DILUTED> .09
</TABLE>
