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 December 31, 1996
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number: 0-27932
PRAEGITZER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
OREGON 93-0790158
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
1270 S.E. Monmouth Cut-Off Road
Dallas, Oregon 97338-9532
(503) 623-9273
(Address, including zip code, and telephone number,
including area code, of principal executive offices)
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 last 90 days.
Yes {x} No { }
Number of shares of Common Stock outstanding as of February 4, 1997:
12,074,875
1
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PRAEGITZER INDUSTRIES, INC.
Table of Contents
Page No.
--------
Part I Financial Information
Condensed Balance Sheet-
December 31, 1996 and June 30, 1996................................3
Condensed Statement of Operations-
Three months and six months ended
December 31, 1996 and 1995.........................................4
Condensed Statement of Cash Flows-
Six months ended December 31, 1996 and 1995........................5
Notes to Condensed Financial Statements............................6
Management's Discussion and Analysis of Financial Condition
and Results of Operations..........................................9
Part II Other Information
Legal Proceedings ................................................12
Submission of Matters to a Vote of Security Holders...............12
Exhibits and Reports on Form 8-K .................................12
Signatures.................................................................14
2
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PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
PRAEGITZER INDUSTRIES, INC.
CONDENSED BALANCE SHEET
(Unaudited)
(In Thousands)
ASSETS
December 31, June 30,
1996 1996
-------------- ------------
CURRENT ASSETS
Cash $ 425 $ 39
Accounts receivable, net 18,202 13,074
Inventories 7,856 6,211
Prepaid expenses 1,650 600
-------- ---------
Total current assets 28,133 19,924
Property, plant and equipment 57,264 46,917
Less: Accumulated depreciation and amortization (22,291) (22,121)
-------- --------
34,973 24,796
Other assets 12,779 8,116
========= ========
$ 75,885 $ 52,836
========= ========
LIABILITIES
CURRENT LIABILITIES
Bank overdraft $ 2,684 $ 531
Accounts payable 6,043 5,158
Accrued payroll and related expenses 2,629 1,623
Other current liabilities 373 998
Current portion of long-term obligations 2,217 871
-------- --------
Total current liabilities 13,946 9,181
Long-term obligations 23,914 7,695
Deferred tax liability 1,712 896
Other liabilities 511 423
Common stock 40,582 29,932
Retained earnings (accumulated deficit) (4,780) 4,709
-------- --------
Total shareholders' equity 35,802 34,641
======== ========
$ 75,885 $ 52,836
======== =========
The accompanying notes are an integral part of these condensed financial
statements.
3
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<TABLE>
<CAPTION>
PRAEGITZER INDUSTRIES, INC.
CONDENSED STATEMENT OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Data)
Three Months Ended Six Months Ended
December 31, December 31,
------------------------------------------------
1996 1995 1996 1995
---------- --------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue $ 34,791 $ 22,618 $ 64,240 $ 40,570
Cost of sales 27,826 17,652 52,189 31,650
---------- --------- ---------- ---------
Gross profit 6,965 4,966 12,051 8,920
Selling, general and
administrative expenses 4,347 2,039 7,341 3,454
Impairment and in-process technology
expense 11,650
Amortization of goodwill 446 88 736 88
---------- --------- ---------- ---------
Income (loss) from operations 2,172 2,839 (7,676) 5,378
Interest expense 647 518 989 943
Other income (expense) 375 124 476 113
---------- --------- ---------- ---------
Income (loss) before income
taxes 1,900 2,445 (8,189) 4,548
Income taxes (1995 Pro forma) 715 965 1,300 1,806
---------- --------- ---------- ---------
Net income (loss) (1995 Pro forma) 1,185 1,480 (9,489) 2,742
========== ========= ========== =========
Weighted average shares outstanding 12,158,894 9,173,717 11,866,966 8,998,717
========== ========= ========== =========
Net income (loss) per share (1995
Pro forma) $ 0.10 $ 0.16 $ (0.80) $ 0.30
========== ========= ========== ==========
The accompanying notes are an integral part of these condensed financial
statements.
4
</TABLE>
<PAGE>
PRAEGITZER INDUSTRIES, INC
CONDENSED STATEMENT OF CASH FLOWS
(Unaudited)
(In Thousands)
Six Months
Ended December 31,
------------------------
1996 1995
----------- ----------
Cash Flows from Operating Activities:
Net cash used in operating activities $ (426) $ (38)
Cash Flows from Investing Activities:
Capital expenditures (12,665) (2,450)
Proceeds from sale of property, plant
and equipment 7,514 109
Business acquisitions (5,150) (2,000)
Other 101 (351)
--------- --------
Net cash used in investing activities
(10,200) (4,692)
--------- --------
Cash Flows from Financing Activities:
Increase in short-term borrowings 9,603 1,244
Borrowings of long-term debt 11,814 3,173
Payments on long-term debt and
capital leases (12,097) (1,333)
Increase in bank overdrafts 1,692 1,675
--------- --------
Cash provided by financing activities 11,012 4,759
--------- --------
Increase in Cash 386 29
Cash at Beginning of Period 39 23
========= ========
Cash at End of Period $ 425 $ 52
========= ========
Supplemental disclosure of cash flow information:
Cash paid during the respective periods for:
Interest $ 1,060 $ 669
Income Taxes $ 2,163 $ -
The accompanying notes are an integral part of these condensed financial
statements.
5
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PRAEGITZER INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
In the opinion of management, the accompanying unaudited condensed
financial statements of Praegitzer Industries, Inc. (the "Company") contain
all adjustments necessary to present fairly the financial position of the
Company as of December 31, 1996, and the results of operations for the
three months ended December 31, 1996 and 1995 and the results of operations
and cash flows for the six months ended December 31, 1996 and 1995. The
results of operations for the three and six months ended December 31, 1996
are not necessarily indicative of the results expected for the entire
fiscal year ending June 30, 1997.
These financial statements have been prepared by the Company pursuant
to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such regulations,
although the Company believes the disclosures provided are adequate to
prevent the information presented from being misleading.
This report on Form 10-Q for the quarter ended December 31, 1996,
should be read in conjunction with the Company's Annual Report to
Shareholders and Form 10-K for the fiscal year ended June 30, 1996.
Portions of the accompanying financial statements are derived from the
audited year-end financial statements of the Company dated June 30, 1996.
Note 2: Inventories
Inventories are stated at the lower of cost (determined on a first-in,
first-out basis) or market and consist of the following:(In thousands)
[GRAPHIC OMITTED]
Note 3: Income Taxes
Prior to April 1996, the Company was treated for federal income tax
purposes as an S corporation under Subchapter S of the Internal Revenue
Code of 1986, as amended, and was treated as an S corporation for state
income tax purposes under comparable state tax laws. As a
6
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result, the Company's earnings through the day preceding the termination of
the Company's S corporation status (the "Termination Date") were, for
federal and state income tax purposes, taxed directly to the Company's
shareholders, at their individual federal and state income tax rates,
rather than to the Company. Subsequent to the Termination Date, the Company
is no longer treated as an S corporation and, accordingly, is subject to
federal and state income taxes on its earnings.
The provision for income taxes included in the statement of income for
the three and six months ended December 31, 1995 is shown pro forma to
reflect the expected federal and state income tax expense as if the Company
had been subject to income tax as a C corporation for the period presented,
at the prevailing tax rate.
Note 4: Notes Payable
In August 1996 the Company increased its line of credit with Key Bank
from $10.0 million to $15.0 million. At December 31, 1996 borrowings of
$10.6 million were outstanding and $4.1 million was available for
borrowings based on eligible accounts receivable and inventory. Amounts
outstanding under the line of credit bear interest at an annual rate equal
to the prime rate (8.25% at December 31, 1996). The line of credit
agreement expires in September 1998.
In connection with the acquisition of Trend Circuits, Inc., the
Company borrowed $5.0 million in August 1996 from Heller Financial secured
by real property and miscellaneous equipment at the Company's White City,
Oregon facility. The loan calls for monthly payments of $55,555 for a
period of 90 months plus accrued interest equal to the One Month LIBOR Rate
plus 2.55%(9.875% at December 31, 1996).
An additional amount of $4.6 million was borrowed from Finova Capital,
secured by miscellaneous equipment. The principal amount is amortized over
a 36 month repayment period plus accrued interest equal to 9.93%.
To reduce the risk of fluctuations in interest rates, the Company
entered into an interest rate swap agreement with Key Bank in December
1996. The swap has a notional amount of $5 million and effectively changes
the Company's interest rate exposure on the Key Bank lease line from a
variable rate to a 6.10% fixed rate. This agreement matures in 2003.
Note 5: Acquisition
On August 28, 1996, the Company acquired Trend Circuits, Inc.
("Trend"), a circuit board manufacturing company. The acquisition was
accomplished by a merger of Trend with and into Praegitzer. The purchase
price included $5.0 million of cash and 1.0 million shares of Praegitzer's
common stock valued at $10.65 per share. The acquisition was accounted for
under the purchase method of accounting and, accordingly, the operating
results of Trend from the date of purchase are included in the Company's
financial statements. The estimated fair market value of assets and
liabilities acquired was approximately $9.6 million and $9.7 million,
respectively. The Company incurred a one-time, non-recurring charge of $8.0
million related to a portion of the purchase price allocated to in-process
technology which was expensed at the closing of the transaction. The
remaining excess of the aggregate purchase price over the fair market value
of net assets acquired of $9.0 million was recognized as goodwill and is being
amortized over eight years.
7
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The following pro forma results of operations assume the acquisition
occurred on July 1, 1995:
[GRAPHIC OMITTED]
The pro forma financial information is not necessarily indicative of
the operating results that would have occurred had the Trend acquisition
been consummated as of July 1, 1995, nor is it necessarily indicative of
future operating results.
Note 6: Impairment of Goodwill
In the quarter ended September 30, 1996, the Company recorded an
impairment of $3.65 million of certain goodwill associated with the Circuit
Technology, Inc. ("CTI") acquisition.
The Company periodically reviews the recoverability of goodwill.
Praegitzer's management has made the assessment that $3.65 million of the
goodwill associated with the purchase of CTI should be written off. This
assessment was due to the inability of the CTI operation (now Redmond
Division), which was purchased to serve as the quick-turn operation of the
Company, to move its product mix from 75% production and 25% quick-turn.
Further, it is anticipated that turning Redmond's operation into a
quick-turnaround operation will be very costly in both time and cash-flow.
Recognizing the problem, Company management acquired Trend Circuits, Inc.
(now Fremont Division), an operation that is 80% to 90% quick turnaround.
The Company plans on utilizing Trend for the bulk of its quick-turnaround
requirements.This resulted in impairment of the goodwill related to the CTI
acquisition.
In determining the amount of the impairment charge, the Company
developed its best estimate of operating cash flows over the remaining
business life cycle. Future cash flows, excluding interest charges, were
discounted using an estimated 8% incremental borrowing rate.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Overview
The Company designs and manufactures complex, rigid multilayer printed
circuit boards. The Company's design division provides schematic capture
and design services. The Fremont and Redmond facilities specialize in
quick-turnaround prototypes and low volume production, the White City
facility specializes in medium volume production and the Dallas facility
specializes in medium to high volume production.
This discussion and analysis is designed to be read in conjunction
with Management's Discussion and Analysis of Financial Condition and
Results of Operations set forth in the Company's Form 10-K for the fiscal
year ended June 30, 1996.
Results of Operations
Three Months Ended December 31, 1996 Compared to Three Months Ended
December 31, 1995
Revenue for the three months ended December 31, 1996 increased 53.8%
to $34.8 million from $22.6 million for the three months ended December 31,
1995. The increase resulted primarily from increased sales due to the
acquisition of Circuit Technology, Inc. ("CTI") and Trend Circuits, Inc.
("Trend"). The balance of the increased revenue was due to improved sales
resulting from the efforts of the Company's expanded sales force.
Gross profit for the three months ended December 31, 1996 was $7.0
million or 20.0% of revenue, compared to $5.0 million or 22.0% of revenue
for the three months ended December 31, 1995. The decrease in gross margin
was primarily due to an increase in fixed costs associated with the plant
expansions at the Company's Dallas and White City facilities to increase
capacity.
Selling, general and administrative expense for the three months ended
December 31, 1996 was $4.3 million or 12.5% of revenue, compared to $2.0
million or 9.0% of revenue for the three months ended December 31, 1995.
The increase primarily resulted from increased personnel and fixed costs
required to support higher levels of sales and other integration costs
related to the acquisitions of CTI and Trend, including the strategic
restructuring of the sales organization to more effectively support the
Company's growing customer base. Goodwill amortization was $446,000,
compared to $88,000 for the three months ended December 31, 1996 and 1995
respectively, due to the CTI and Trend acquisitions. The goodwill
amortization for the three months ended December 31, 1995 included only the
CTI acquisition on November 15, 1995.
9
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Six Months Ended December 31, 1996 Compared to Six Months Ended
December 31, 1995
Revenue for the six months ended December 31, 1996 increased 58.3% to
$64.2 million from $40.6 million for the six months ended December 31,
1995. The increase resulted primarily from increased sales due to the
acquisition of CTI and Trend. The balance of the increased revenue was due
to improved sales resulting from the efforts of the Company's expanded
sales force.
Gross profit for the six months ended December 31, 1996 was $12.1
million or 18.8% of revenue, compared to $8.9 million or 22.0% of revenue
for the six months ended December 31, 1995. The decrease in gross margin as
a percent of revenue was primarily due to capacity constraints in the first
quarter of fiscal year 1997 from the increased demand for higher layer
count circuit boards and higher technology circuit boards which negatively
impacted yields. As a consequence, the Company was required to outsource
some of its component production and decline some premium higher layer and
quick turn business. During the second quarter of fiscal year 1997, the
Company realigned some of its facilities through the purchase of additional
equipment and process changes and was able to recapture almost all of the
orders from customers that had previously been outsourced or declined.
Other factors include the increase in fixed costs relating to additional
plant expansions at the Dallas and White City facilities to increase
capacity.
Selling, general and administrative expense for the six months ended
December 31, 1996 was $7.3 million or 11.4% of revenue, compared to $3.5
million or 8.5% of revenue for the six months ended December 31, 1995. The
increase was primarily the result of increased personnel and fixed costs
required to support higher levels of sales and other integration costs
related to the acquisitions of CTI and Trend, including the strategic
restructuring of the sales organization to more effectively support the
Company's growing customer base. Goodwill amortization was $736,000,
compared to $88,000 for the six months ended December 31, 1996 and 1995
respectively, due to the acquisition of CTI and Trend. The goodwill
amortization for the six months ended December 31, 1995 included only the
CTI acquisition on November 15, 1995.
During the first quarter of fiscal year 1997, the Company took a one
time write off of $11.65 million of certain goodwill associated with the
CTI acquisition and purchased research and development costs related to the
acquisition of Trend. See Notes 5 and 6 to Condensed Financial Statements.
Liquidity and Capital Resources
As of December 31, 1996, the Company had cash of $425,000, compared to
$39,000 as of June 30, 1996, and working capital of $14.2 million at
December 31, 1996, compared to $10.7 million at June 30, 1996. Principal
sources of liquidity in the first six months of fiscal 1997 were net
financing of $11.0 million under the Company's various credit facilities.
Principal uses of liquidity during the six months ended December 31, 1996
were property, plant and equipment expenditures of $12.7 million related to
expansions and capacity improvements of the Company's manufacturing
operations offset by proceeds of $7.5 million from the sale of property,
plant and equipment, and $5.0 million for the acquisition of Trend in
August 1996.
10
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The Company increased its operating line of credit with Key Bank from
$10.0 million to $15.0 million in the first quarter of fiscal 1997. At
December 31, 1996 borrowings of $10.6 million were outstanding and $4.1
million was available for borrowings based on eligible accounts receivable
and inventory. During the six months ended December 31, 1996, the Company
also borrowed $5.0 million from Heller Financial, secured by real property
and miscellaneous equipment at the Company's White City, Oregon facility
and $4.6 million from Finova Capital, secured by miscellaneous equipment.
Although the Company has no commitments in material amounts, it
expects total capital expenditures for the fiscal year to range from 8% to
12% of revenue for facilities expansion and equipment.
The Company believes that currently available cash, funds generated
from operations, its credit facility with Key Bank and equipment financings
will be sufficient to fund its operations for the remainder of the fiscal
year. The Company may require additional financing for growth
opportunities, expansion and capacity enhancements to its various sites, or
strategic acquisitions.
11
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PART II - OTHER INFORMATION
Item 1: Legal Proceedings
On April 6, 1993, Karl J. Tadsen, a former employee, filed a complaint
in the Circuit Court of the State of Oregon for the County of Jackson
against the Company for employment discrimination and wrongful discharge
that resulted in a verdict against the Company in the amount of
approximately $423,450. The Company appealed the verdict to the Oregon
Court of Appeals and its appeal was denied. The Company appealed the
verdict to the Oregon Supreme Court, which accepted the case for review. In
December 1996, the Company received notification from the Oregon Supreme
Court that the judgment of the circuit court and the decision of the Court
of Appeals were upheld. The entire verdict amount was expensed in fiscal
year 1994.
Item 4: Submission of Matters to a Vote of Security Holders
On November 1, 1996, at the Annual Meeting of Shareholders, the
holders of the Company's outstanding Common Stock took the actions
described below. At November 1, 1996, there were 12,064,875 shares of
Common Stock issued and outstanding.
The shareholders elected each of Robert L. Praegitzer, Matthew J.
Bergeron, Robert G. Baldridge, Charles N. Hall, Daniel J. Barnett, T.L.
Stebbins, William L. Healey, and Sally Praegitzer to the Company's Board of
Directors, by the votes indicated below, to serve for the ensuing year.
11,386,990 shares in favor
0 shares against or withheld
2,700 abstentions
0 broker nonvotes
The shareholders approved, by the vote indicated below, the Company's
1996 Employee Stock Purchase Plan.
11,227,938 shares in favor
122,200 shares against or withheld
39,552 abstentions
0 broker nonvotes
Item 6: Exhibits and Reports on Form 8-K
(a) Exhibits
10.1 Swap Agreement between the Registrant and Key Bank dated
December 10, 1996
27 - Financial Data Schedule
12
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(b) Reports on Form 8-K
During the three month period ending December 31, 1996, there
were no reports on Form 8-K filed.
13
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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.
PRAEGITZER INDUSTRIES, INC
ROBERT L. PRAEGITZER
Date: February 12, 1997 ---------------------------------------
(Robert L. Praegitzer, President)
(Duly Authorized Officer)
MATTHEW J. BERGERON
--------------------------------------
(Matthew J. Bergeron)
(Principal Financial Officer)
14
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EXHIBIT INDEX
Ex. No. Description
10.1 Swap Agreement between the Registrant and Key Bank dated
December 10, 1996
27 Financial Data Schedule
15
KEY BANK OF OREGON
CONFIRMATION
Date: December 10, 1996
To: Praegitzer Industries
Matt Bergeron
From: Key Bank of Oregon
The purpose of this letter agreement is to set forth the terms and
conditions of the Swap Transaction entered into between Key Bank of Oregon
("Key Bank") and Praegitzer Industries ("Counterparty") on the Trade Date
specified below (the "Swap Transaction"). This letter agreement constitutes
a "Confirmation" as referred to in the Swap Agreement specified below.
1. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association,
Inc.) (the "Definitions") are incorporated into this Confirmation.
If you and we are parties to a Master Agreement that sets forth the
general terms and conditions applicable to Swap Transactions between us (a
"Swap Agreement"), this confirmation supplements, forms a part of, and is
subject to, such Swap Agreement. If you and we are not yet parties to a
Swap Agreement, this Confirmation will supplement, form a part of, and be
subject to, a Swap Agreement upon its execution and delivery by you and us.
All provisions contained or incorporated by reference in such Swap
Agreement shall govern this Confirmation except as expressly modified
below. In the event of any inconsistency between this Confirmation and the
Definitions or the Swap Agreement, this Confirmation will govern. In
addition, if a Swap Agreement has not been executed, this Confirmation will
itself evidence a complete binding agreement between you and us as to the
terms and conditions of the Swap Transaction to which this Confirmation
relates.
This Confirmation will be governed by and construed in accordance with
the laws of the State of Oregon, without reference to choice of law
doctrine, provided that this provision will be superseded by any choice of
law provision in the Swap Agreement.
2. This Confirmation constitutes a Rate Swap Transaction under the
Swap Agreement and the terms of the Rate Swap Transaction to which this
Confirmation relates are as follows:
Notional Amount: $5,000,000 amortizing per Schedule A
<PAGE>
Praegitzer Industries
Confirmation - Page 2
Trade Date: December 10, 1996
Effective Date: December 17, 1996
Termination Date: December 17, 2003
Fixed Amounts:
Fixed Rate Payer: Counterparty
Fixed Rate Payer
Payment Dates: The 1st of each month commencing with
February 1, 1997 through and including
the Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Period End Dates: The 1st of each month commencing with
February 1, 1997.
Fixed Rate: 6.10%
Fixed Rate Day
Count Fraction: 30/360
Floating Amounts:
Floating Rate Payer: Key Bank
Floating Rate Payer
Payment Dates: The 1st of each month commencing with
February 1, 1997 through and including
the Termination Date, subject to
adjustment in accordance with the
Modified Following Business Day
Convention.
Period End Dates: The 1st of each month commencing with
February 1, 1997.
<PAGE>
Praegitzer Industries
Confirmation - Page 3
Floating Rate for initial
Calculation Period: To be determined
Floating Rate Option: USD-LIBOR-BBA
Designated Maturity: 1-month
Spread -0.10%
Floating Rate Day
Count Fraction: Actual/365
Reset Dates: The first day of each Floating Rate
Payer Calculation Period.
Calculation Agent: Key Bank of Oregon
Payment Instructions: Please provide
Please confirm the foregoing correctly sets forth the terms of our
Agreement by executing the copy of this Confirmation enclosed for that
purpose and returning it to us.
Very truly yours,
KEY BANK OF OREGON
By: CHRISTOPHER McNEECE
------------------------------------
Accepted and Confirmed as
of the Trade Date:
PRAEGITZER INDUSTRIES
By: MATTHEW J. BERGERON
--------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> DEC-31-1996
<CASH> 425
<SECURITIES> 0
<RECEIVABLES> 18,781
<ALLOWANCES> 579
<INVENTORY> 7,856
<CURRENT-ASSETS> 28,133
<PP&E> 57,264
<DEPRECIATION> 22,291
<TOTAL-ASSETS> 75,885
<CURRENT-LIABILITIES> 13,946
<BONDS> 23,914
0
0
<COMMON> 40,582
<OTHER-SE> (4,780)
<TOTAL-LIABILITY-AND-EQUITY> 75,885
<SALES> 64,240
<TOTAL-REVENUES> 64,240
<CGS> 52,189
<TOTAL-COSTS> 59,530
<OTHER-EXPENSES> 12,386
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 989
<INCOME-PRETAX> (1,900)
<INCOME-TAX> 1,300
<INCOME-CONTINUING> (9,489)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,489)
<EPS-PRIMARY> (.80)
<EPS-DILUTED> 0
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