<PAGE>
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 September 30, 1997.
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 0-21059
ACE*COMM CORPORATION
---------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 52-1283030
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
704 Quince Orchard Road, Gaithersburg, MD 20878
------------------------------------------ -----------
(Address of principal executive offices) (Zip Code)
301-721-3000
----------------------------------------------------
(Registrant's telephone number, including area code)
- -------------------------------------------------------------------------------
(Former name,former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES X NO
--- ----
Number of shares of Common Stock outstanding as of October 31, 1997 8,644,748
<PAGE>
ACE*COMM CORPORATION
INDEX
<TABLE>
<S> <C>
Part I--Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets as of September 30, 1997 (Unaudited) and June 30,
1997.............................................................................. 3
Consolidated Statements of Operations (Unaudited) for the Three Months Ended
September 30, 1997 and 1996....................................................... 4
Consolidated Statements of Stockholders' Equity for the three months ended
September 30, 1997 (Unaudited) and the year ended June 30, 1997................... 5
Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended
September 30, 1997 and 1996....................................................... 6
Notes to Consolidated Financial Statements (Unaudited)............................. 7
Item 2. Management's Discussion and Analysis of Results of Operations and Financial
Condition............................................................................ 8
Part II--Other Information
Item 6. Exhibits and Reports on Form 8-K............................................... 11
Signatures............................................................................. 12
</TABLE>
2
<PAGE>
ACE*COMM CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1997 1997
------------- -------------
(UNAUDITED)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents........................................................ $ 5,292,764 $ 7,919,631
Accounts receivable, less $10,000 allowance...................................... 16,383,436 16,119,862
Inventories...................................................................... 2,647,048 2,814,221
Prepaid expenses and other....................................................... 1,481,525 1,011,193
------------- -------------
Total current assets.......................................................... 25,804,773 27,864,907
Property and equipment, net........................................................ 3,939,605 3,469,997
Capitalized software development costs, net........................................ 2,254,182 2,076,665
Other assets....................................................................... 102,839 106,258
------------- -------------
Total assets.................................................................. $ 32,101,399 $ 33,517,827
------------- -------------
------------- -------------
Liabilities and Stockholders' Equity
Current liabilities:
Current borrowings............................................................... $ 478,535 $ 527,359
Accounts payable................................................................. 1,089,882 2,734,791
Accrued expenses................................................................. 295,154 183,969
Accrued compensation............................................................. 1,915,908 2,128,759
Accrued contract costs........................................................... 2,454,824 3,550,589
Deferred income taxes............................................................ 395,173 395,173
Deferred revenue................................................................. 689,624 509,700
------------- -------------
Total current liabilities........................................................ 7,319,100 10,030,340
Noncurrent borrowings............................................................ 911,818 1,013,214
Other noncurrent liabilities..................................................... 1,276,695 765,000
------------- -------------
Total liabilities.............................................................. 9,507,613 11,808,554
------------- -------------
Stockholders' Equity:
Common stock, $.01 par value, 45,000,000 shares authorized, 8,641,505 and
8,550,582 shares issued and outstanding........................................ 86,415 85,506
Additional paid-in capital....................................................... 19,613,296 19,530,035
Retained earnings................................................................ 2,894,075 2,093,732
------------- -------------
Total stockholders' equity..................................................... 22,593,786 21,709,273
------------- -------------
Total liabilities and stockholders' equity.................................. $ 32,101,399 $ 33,517,827
------------- -------------
------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
ACE*COMM CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months
ended
September 30,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
Revenue--products, software licenses and services.................... $8,735,376 $6,263,903
Cost of products, software licenses and services..................... 3,683,879 3,136,719
Selling, general and administrative.................................. 3,343,057 2,135,766
Research and development............................................. 448,607 398,596
--------- ---------
Total costs and operating expenses.................................... 7,475,543 5,671,081
--------- ---------
Income from operations............................................... 1,259,833 592,822
Interest (income) expense, net....................................... (52,206) 53,867
--------- ---------
Income before income taxes........................................... 1,312,039 538,955
Income taxes......................................................... 511,695 --
--------- ---------
Net income........................................................ $ 800,344 $ 538,955
--------- ---------
--------- ---------
Net income per share (pro forma for all periods except the three months
ended September 30, 1996).......................................... $ 0.09 $ 0.07
Shares used in computing net income per share........................ 9,176,694 7,321,716
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
ACE*COMM CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK
-------------------- --------------------- ADD'L
PAR PAR PAID-IN
SHARES VALUE SHARES VALUE CAPITAL
--------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Balance, June 30, 1996......... 1,000 $1,000 3,590,451 $35,905 $343,124
Accretion of preferred stock
dividends.................... -- -- -- -- (17,487)
Conversion of preferred stock
Class C...................... -- -- 1,530,950 15,310 2,263,804
Redemption of preferred stock
Class B...................... (1,000) (1,000) -- -- (307,000)
Issuance of common stock....... -- -- 2,645,000 26,450 16,083,653
Exercise of common stock
options...................... -- -- 838,460 8,385 2,060,162
Repurchase and retirement of
common stock................. -- -- (54,279) (544) (896,221)
Net income for the period ended
June 30, 1997................ -- -- -- -- --
--------- --------- ---------- --------- ------------
Balance, June 30, 1997......... -- -- 8,550,582 85,506 19,530,035
--------- --------- ---------- --------- ------------
Exercise of common stock
options (unaudited).......... -- -- 92,327 923 104,703
Repurchase and retirement of
common stock (unaudited)..... -- -- (1,404) (14) (21,443)
Net income for the year ended
June 30, 1997 (unaudited).... -- -- -- --
--------- --------- ---------- --------- ------------
Balance September 30, 1997..... -- -- 8,641,505 $86,415 $19,613,296
--------- --------- ---------- --------- ------------
--------- --------- ---------- --------- ------------
<CAPTION>
RETAINED
EARNINGS
(ACCUM.
DEFFICIT TOTAL
-------- ------------
<S> <C> <C>
Balance June 30, 1996.......... $ (530,482) $ (150,453)
Accretion of preferred stock
dividends (Unaudited)........ -- (17,487)
Conversion of preferred stock
Class C (Unaudited).......... -- 2,279,114
Redemption of preferred stock
Class B (Unaudited).......... -- (308,000)
Issuance of common stock
(Unaudited).................. -- 16,110,103
Exercise of common stock
options (Unaudited).......... -- 2,068,547
Repurchase and retirement of
common stock (Unaudited)..... -- (896,765)
Net income for the period ended
June 30, 1997 (Unaudited).... 2,624,214 2,624,214
------------ ------------
Balance, June 30, 1997......... 2,093,732 21,709,273
------------ ------------
Exercise of common stock
options...................... -- 105,626
Repurchase and retirement of
common stock................. -- (21,457)
Net income for the period ended
June 30, 1997................ 800,344 800,344
------------ -----------
Balance September 30, 1997.... $2,894,075 $22,593,786
------------ -----------
------------ -----------
</TABLE>
See accompanying notes to consolidated financial statements
5
<PAGE>
ACE*COMM CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
SEPTEMBER 30,
----------------------------
<S> <C> <C>
1997 1996
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.......................................................................... $ 800,344 $ 538,955
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation...................................................................... 171,646 55,443
Amortization of capitalized software.............................................. 215,899 136,324
Changes in operating assets and liabilities:
Accounts receivable............................................................... (263,574) 791,433
Inventories....................................................................... 167,172 (1,060,424)
Other assets...................................................................... (466,912) 39,172
Accounts payable.................................................................. (1,644,910) (1,300,519)
Accrued expenses.................................................................. (984,579) (259,334)
Accrued compensation.............................................................. (212,852) (278,332)
Deferred income taxes............................................................. 511,695 --
Deferred revenue.................................................................. 179,924 (699,906)
------------- -------------
Net cash used for operating activities.............................................. (1,526,147) (2,037,188)
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment................................................. (641,253) (246,747)
Additions to capitalized software development costs................................. (393,416) (455,680)
------------- -------------
Net cash used for investing activities.............................................. (1,034,669) (702,427)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in line of credit...................................................... -- (4,446,563)
Payments on debt.................................................................... (141,027) (174,964)
Principal payments under capital lease obligation................................... (9,193) --
Net proceeds from common stock issued............................................... -- 16,367,500
Exercise of common stock options.................................................... 105,626 --
Repurchase and retirement of common stock........................................... (21,457) --
Redemption of class B preferred shares.............................................. -- (308,000)
------------- -------------
Net cash (used for) provided by financing activities................................ (66,051) 11,437,973
------------- -------------
Net (decrease) increase in cash and cash equivalents................................ (2,626,867) 8,698,358
Cash and cash equivalents at beginning of period.................................... 7,919,631 369,206
------------- -------------
Cash and cash equivalents at end of period.......................................... $ 5,292,764 $ 9,067,564
------------- -------------
------------- -------------
</TABLE>
See accompanying notes to consolidated financial statements.
6
<PAGE>
ACE*COMM CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include the
accounts of ACE*COMM Corporation and its subsidiaries ("ACE*COMM" or the
Company). The financial statements have been prepared by ACE*COMM in accordance
with generally accepted accounting principles for interim financial statements
and pursuant to the rules of the Securities and Exchange Commission for Form
10-Q. Accordingly, certain information and footnotes required by generally
accepted accounting principles for complete financial statements have been
omitted. It is the opinion of management that all adjustments considered
necessary for a fair presentation have been included, and that all such
adjustments are of a normal and recurring nature. Operating results for the
periods presented are not necessarily indicative of the results that may be
expected for any future periods. For further information, refer to the audited
financial statements and footnotes included in the Company's Annual Report on
Form 10-K for the year ended June 30, 1997.
Pro forma income per share is computed using the weighted average number of
shares of common stock, adjusted for the dilutive effect of common stock
options and assuming the conversion of redeemable preferred stock as of the
beginning of the period presented. Pursuant to Securities and Exchange
Commission Staff Accounting Bulletin No. 83, common stock and common stock
equivalent shares issued by the Company at prices below its initial public
offering price during the twelve month period prior to the initial public
offering date (using the treasury stock method and an offering price of $7.00
per share) have been included in the calculation of pro forma income per
share for all periods except the three months ended September 30, 1997, as if
they were outstanding for all of the period regardless of whether they are
dilutive.
RECLASSIFICATIONS
Certain prior year information has been reclassified to conform with current
year presentation.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
ACE*COMM Corporation ("ACE*COMM" or the "Company") develops, markets and
services operations support systems ("OSS") products for networks deployed by
telecommunications service providers. These include telephone companies, other
public carriers and large enterprises operating data and voice networks. The
Company's products perform such functions as billing data collection, network
surveillance, alarm processing and network management for some of the largest
carriers and enterprises in the world.
The Company sells and licenses hardware and software products through
direct channels and through strategic alliance partners, for delivery to end
users in the United States and internationally. Since June 1994, the Company
historically derived most of its revenue from sales of carrier network
products to traditional carriers. The Company expects such sales to represent
a majority of its revenue for at least the next several years. An increasing
proportion of the Company's revenue is derived from the sale of products to
new and emerging carriers and the balance of the Company's revenue is derived
from the sale of product to enterprise customers, including agencies of the
U.S. government. The proportion of revenue derived from each of these markets
is expected to vary from time to time based on the timing of contracts and on
developments within the telecommunications industry. The Company experiences
relatively higher margins in connection with product sales in which a software
license comprises a substantial portion of the sales price, such as are
typical of the Company's sales to new and emerging carriers and to its
enterprise customers.
The Company sells its products directly to end users, or as components in
the products or systems developed and marketed by its strategic partners. The
Company typically experiences higher margins, offset in part by relatively
higher sales and marketing expenses, in connection with its direct sales
contracts.
Substantially all of the Company's revenue is derived from
dollar-denominated sales and, although the Company has had significant sales to
Mexico and the Republic of South Korea, the Company does not have significant
foreign operations. The Company's customers continue to pay for products in U.S.
dollars. All products are shipped from the United States pursuant to terms of
orders issued by customers.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain items on
the Company's statement of operations as a percentage of revenue:
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED
SEPTEMBER 30,
--------------------
<S> <C> <C>
1997 1996
--------- ---------
Revenue--products, software licenses and services............................ 100.0% 100.0%
Costs and operating expenses:
Cost of products, software licenses and services........................... 42.2% 50.1%
Selling, general and administrative........................................ 38.3% 34.1%
Research and development................................................... 5.1% 6.3%
--------- ---------
Income from operations....................................................... 14.4% 9.5%
--------- ---------
--------- ---------
</TABLE>
REVENUES. Total revenues for the three months ended September 30, 1997
increased $2.4 million or 39.5%, to $8.7 million compared to $6.3 million for
the three months ended September 30, 1996. The increase in revenues is
primarily the result of increased sales volume of the Company's products and
software licenses to enterprises and new and emerging carriers. Revenues from
enterprise networks products increased 62.1%, representing 17.8% of total
revenue. Revenues from new and emerging carrier products increased 435.1%,
representing 26.5% of total revenue. Revenues from traditional carriers
products, which were comparable to those of the year ago quarter,
represented 55.6% of total revenue.
8
<PAGE>
ACE*COMM CORPORATION
COST OF PRODUCTS, SOFTWARE LICENSES AND SERVICES. Cost of products,
software licenses and services for the three months ended September 30, 1997
increased $547,000 or 17.4%, to $3.7 million compared to $3.1 million for the
three months ended September 30, 1996. The increase in cost is primarily
attributable to an increase in labor costs required to support the growth in
revenues. Gross margin for the three months ended September 30, 1997 was 57.8%
compared to 49.9% for the three months ended September 30, 1996. The improvement
in gross margin is primarily the result of an increase in higher margin software
license revenue.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses for the three month period ended September 30, 1997 increased $1.2
million or 56.5%, to $3.3 million compared to $2.1 million for the three months
ended September 30, 1996. The increase in expenses is attributable to an
increase in personnel and related fringe costs due to the Company's growth,
additional commission expense associated with increased revenues, costs
associated with the continued expansion of the Company's marketing programs and
to increased rent incurred in conjunction with the Company's relocation to a
larger facility.
RESEARCH AND DEVELOPMENT. Research and development expense for the three
months ended September 30, 1997 increased $50,000 or 12.6 % to $449,000 from
$399,000 for the three months ended September 30, 1996. The increase is
primarily attributable to the addition of software development engineers
required to support the Company's continued product development activities.
PROVISION FOR INCOME TAXES. The Company recorded a tax provision of
$512,000 for the three month period ended September 30, 1997 which represents an
effective rate of 39%. This provision represents an increase of $512,000 over
the quarter ended September 30, 1996 when no provision was recorded, the result
of the provision being offset by a similar decrease in the valuation allowance.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the Company had $5.3 million in cash and cash
equivalents and $18.5 million in working capital. These values represent a
decrease in of $2.6 million in cash and an increase of approximately $650,000 in
working capital.
For the quarter ended September 30, 1997, cash flows used in operations
were $1.5 million compared to cash used in operations of $2.0 million for the
quarter ended September 30, 1996. The decrease in operating cash flow for the
September 30, 1997 quarter is comprised of a decrease in accounts payable of
$1.6 million, a decrease in accrued items of $1.2 million and an increase in
other assets of approximately $500,000. These decreases were offset in part
by an increase in net income of $800,000, an decrease in inventories of
$167,000, an increase in deferred income taxes of $512,000 and an increase in
deferred revenue of $180,000.
Cash used for investing activities for the quarter ended September 30, 1997
was $1.0 million compared to $700,000 used for investing activities for the
quarter ended September 30, 1996. The cash used in the current quarter includes
$640,000 in capital expenditures and approximately $400,000 for capitalized
software development activities.
Cash used for investing activities for the quarter ended was $66,000
which consisted of debt and lease payments of approximately $150,000 offset
in part by net cash received from the exercise of stock options of
approximately $84,000.
Currently, the Company has two lines of credit with Crestar Bank of
Maryland totaling $3.5 million, both of which expire on January 31, 1998. At
September 30, 1997, no amounts were outstanding under the two credit
facilities.
The Company believes that existing cash balances, cash flow from operations
and available bank lines will be sufficient to support its working capital
requirements for at least the next 12 months. To the extent that the Company's
existing resources, together with future earnings, are insufficient to fund the
Company's future activities, the Company may need to raise additional funds
through public or private financings.
9
<PAGE>
ACE*COMM CORPORATION
RECENT ACCOUNTING PRONOUNCEMENTS
In February, 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 "Earnings per Share"
("SFAS 128"). This statement establishes standards for computing and
presenting earnings per share, simplifying previous standards for computing
earnings per share ("EPS") and making them comparable to international
standards. It replaces the presentation of primary EPS with a presentation of
basic EPS, and requires dual presentation of basic and diluted EPS on the
face of the income statement for all entities with complex capital
structures. Basic EPS excludes dilution and is computed by dividing income
available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into Common Stock or resulted in the
issuance of common stock that then share in the earnings of the entity. SFAS
128 requires restatement of all prior period earnings per share data
presented, and is effective for financial statements issued for periods
ending after December 15, 1997, including interim periods. Earlier
application is not permitted.
The company will adopt this statement during the second quarter of 1998, as
required. Accordingly, all prior period EPS data will be restated.
To illustrate the effect of adoption, the Company has elected to disclose pro
forma basic and diluted EPS amounts computed using SFAS 128, as permitted by
the standard. The pro forma basic and diluted EPS for the periods presented
are set forth below:
Quarter ended September 30,
1997 1996
---- ----
Pro forma basic earnings per share $0.09 $0.08
Pro forma diluted earnings per share $0.09 $0.07
10
<PAGE>
ACE*COMM CORPORATION
PART II: Other Information
Item 2. (d) Use of Proceeds from Initial Public Offering
The following is an update as of September 30, 1997 of the Company's use
of proceeds from its initial public offering:
Construction of plant, building and facilities 0
Purchase and installation of machinery and equipment 3,031,482
Purchase of real estate 0
Acquisition of other business(es) 0
Repayment of indebtedness 4,446,563
Working capital 3,816,211
Temporary investment:
US Treasury Money Fund 4,695,353
Other purposes:
Redemption of Preferred Stock 308,000
Directors & Officers Insurance 155,750
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
- ----------- ----------------------
<S> <C>
11.1 Statement of Computation of Earnings per Share
27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K
None.
11
<PAGE>
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.
ACE*COMM CORPORATION
DATE_____________ By: ____________________________________
George T. Jimenez
President and Chief Executive Officer
_____________________________________
Jeffrey S. Simpson, Vice President--Finance
(Principal Financial Officer)
12
<PAGE>
EXHIBIT 11.1
ACE*COMM CORPORATION
COMPUTATION OF NET INCOME PER SHARE
SEPTEMBER 30, 1997
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months
Ended Ended
Sept. 30, 1997 Sept. 30, 1997
-------------- --------------
<S> <C> <C>
Weighted average common shares outstanding............................ 8,596,044 4,831,653
Add: Conversion of mandatorily redeemable Series C preferred stock.... -- 1,530,950
Add: Conversion of common stock options (treasury stock method)....... 580,650 959,113
-------------- --------------
Total weighted average common and common equivalent shares............ 9,176,694 7,321,716
Net income............................................................ $ 800,344 $ 538,955
-------------- --------------
Net income per share (pro forma for the three months ended
September 30, 1996)................................................. $ 0.09 $ 0.07
-------------- --------------
-------------- --------------
</TABLE>
- -------------------------
Note: There is no material difference between primary and fully-diluted income
per share. Therefore, only primary income per share is presented.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ACE*COMM
CORPORATION'S UNAUDITED FINANCIAL STATEMENTS AS OF AND FOR THE THREE MONTHS
ENDED SEPTEMBER 30, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 5,293
<SECURITIES> 0
<RECEIVABLES> 16,393
<ALLOWANCES> 10
<INVENTORY> 2,647
<CURRENT-ASSETS> 25,805
<PP&E> 5,279
<DEPRECIATION> 1,340
<TOTAL-ASSETS> 32,101
<CURRENT-LIABILITIES> 7,319
<BONDS> 912
0
0
<COMMON> 86
<OTHER-SE> 22,507
<TOTAL-LIABILITY-AND-EQUITY> 32,101
<SALES> 8,735
<TOTAL-REVENUES> 8,735
<CGS> 3,684
<TOTAL-COSTS> 3,684
<OTHER-EXPENSES> 3,792
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (52)
<INCOME-PRETAX> 1,312
<INCOME-TAX> 512
<INCOME-CONTINUING> 800
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 800
<EPS-PRIMARY> $0.09
<EPS-DILUTED> 0
</TABLE>
