<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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 March 31, 1997
Commission File Number: 333-10611
UNIFRAX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 34-1535916
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
2351 Whirlpool Street, Niagara Falls, NY 14305-2413
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (716) 278-3800
-------------------------------------------
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
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UNIFRAX CORPORATION
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
Page No.
--------
PART I. FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Condensed Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
March 31, 1997 and December 31, 1996.......................1
Condensed Consolidated Statements of Income for the
Three-months ended March 31, 1997 and 1996.................2
Condensed Consolidated Statements of Cash Flow for the
Three-months ended March 31, 1997 and 1996.................3
Notes to Condensed Consolidated Financial Statements............4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations...................7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings..............................................10
Item 2. Changes in Securities..........................................10
Item 3. Defaults on Senior Securities..................................10
Item 4. Submission of Matters to a Vote of Security Holders ...........10
Item 5. Other Information..............................................10
Item 6. Exhibits and Report on Form 8-K................................10
Signature...................................................................12
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED - IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31 MARCH 31
1996 1997
---------- ---------
ASSETS
<S> <C> <C>
Current assets:
Cash $ 898 $ 367
Accounts receivable, less allowances of $1,202
and $1,046, respectively 13,856 15,298
Inventories 10,091 8,799
Deferred income taxes 5,395 5,395
Prepaid expenses and other current assets 294 323
--------- ---------
Total current assets 30,534 30,182
Property, plant and equipment, at cost 64,113 65,984
Less accumulated depreciation and amortization (30,174) (30,930)
--------- ---------
33,939 35,054
Deferred income taxes 23,576 23,066
Organization costs, net of accumulated amortization
of $129 and $315, respectively 4,792 4,606
Other assets 550 499
--------- ---------
$ 93,391 $ 93,407
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,831 $ 3,507
Accrued expenses 8,431 10,468
Amounts due affiliates 2,250 2,250
Short term debt -- 800
--------- ---------
Total current liabilities 16,512 17,025
Long term debt 120,750 119,500
Note payable--affiliate 7,000 7,000
Accrued postretirement benefit cost 2,957 3,020
Other long-term obligations 236 385
--------- ---------
Total liabilities 147,455 146,930
STOCKHOLDERS' EQUITY
Common stock--$.01 par value; shares authorized--50,000
shares issued and outstanding--20,000 -- --
Additional paid-in capital 40,020 40,020
Accumulated deficit (93,971) (93,321)
Cumulative translation adjustment (113) (222)
--------- ---------
Total stockholders' equity (54,064) (53,523)
--------- ---------
$ 93,391 $ 93,407
========= =========
</TABLE>
See accompanying notes to condensed consolidated financial statements
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UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
---------------------------
1996 1997
---- ----
<S> <C> <C>
Net Sales 21,581 22,028
Cost of goods sold 10,642 11,906
-------- --------
Gross margin 10,939 10,122
Selling and distribution expenses 3,134 3,220
Administration expenses 1,737 1,974
Allocated corporate charges 356 --
Research and development expenses 574 642
-------- --------
Operating income 5,138 4,286
Interest expense -- (3,157)
Other income, net 87 33
-------- --------
Income before income taxes 5,225 1,162
Provision for income taxes 2,150 510
-------- --------
NET INCOME $ 3,075 $ 652
======== ========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE> 5
UNIFRAX CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED - IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------
1996 1997
---- ----
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 3,075 $ 652
Depreciation and amortization 976 1,186
Other adjustments and changes in operating assets and liabilities (3,093) 1,064
------- -------
Cash provided by operating activities 958 2,902
INVESTING ACTIVITIES
Capital expenditures (1,160) (2,992)
Deferred software and other costs (194) --
Proceeds from sales of property, plant and equipment -- 9
------- -------
Cash used in investing activities (1,354) (2,983)
FINANCING ACTIVITIES
Cash transfers from parent company, net 914 --
Borrowings under revolving loans -- 800
Repayments of term loan -- (1,250)
------- -------
Cash inflow (outflow) from financing activities 914 (450)
Net increase (decrease) in cash 518 (531)
Cash--beginning of period 37 898
------- -------
CASH--END OF PERIOD $ 555 $ 367
======= =======
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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UNIFRAX CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Unifrax Corporation ("The Company" or "Unifrax") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 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 only of
normal recurring accruals) considered necessary for a fair presentation of the
results for the interim period ended March 31, 1997, have been included.
Operating results for the three-month period ended March 31, 1997, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997. For further information, refer to the consolidated financial
statements and the notes to consolidated financial statements included in the
Company's annual report on Form 10-K for the year ended December 31, 1996 as
filed with the Securities and Exchange Commission, which is incorporated herein
by reference. All capitalized terms used in these notes to condensed
consolidated financial statements that are not defined herein have the meanings
given to them in such consolidated financial statements and notes to
consolidated financial statements..
NOTE B - INVENTORIES
The components of inventory consist of the following (in thousands):
<TABLE>
<CAPTION>
December 31 March 31
1996 1997
--------- --------
<S> <C> <C>
Raw materials and supplies $ 1,722 $ 1,588
Work in process 1,758 1,724
Finished products 6,041 5,218
------- -------
9,521 8,530
Adjustment to LIFO Cost 570 269
------- -------
$10,091 $ 8,799
======= =======
</TABLE>
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NOTE C - CONTINGENCIES
CERAMIC FIBERS
Regulatory agencies and others, including the Company, are currently conducting
scientific research to determine the potential health impact resulting from the
inhalation of airborne ceramic fibers. To date, the results of this research
have been inconclusive as to whether or not ceramic fiber exposure presents an
unreasonable risk to humans. Although not required to do so, management of the
Company intends to undertake a study in 1997, either separately or in
conjunction with other producers of ceramic fibers, to evaluate, among other
things, the physical properties of ceramic fibers having a redesigned chemistry.
Various legal proceedings and claims have been made against manufacturers of
ceramic fibers, including the Company, alleging death or personal injury as a
result of exposure in the manufacture and handling of ceramic fiber and other
products. The amount of any liability that might ultimately exist with respect
to these claims is presently not determinable.
Consistent with customary practice among manufacturers of ceramic fiber
products, the Company has entered into agreements with distributors of its
product whereby the Company has agreed to indemnify the distributors against
losses resulting from ceramic fiber claims and the costs to defend against such
claims. The amount of any liability that might ultimately exist with respect to
these indemnities is presently not determinable.
Pursuant to the Unifrax Corporation Recapitalization Agreement
("Recapitalization Agreement"), BP America Inc. and certain of its affiliates
(collectively "BPA"), has agreed to indemnify the Company against liabilities
for personal injury and wrongful death attributable to exposure prior to the
Closing to refractory ceramic fibers manufactured by the Company. BPA has agreed
to indemnify the Company against all liabilities arising from exposure claims
pending at the time of the Closing. For all other claims arising from alleged
exposure occurring solely prior to Closing, BPA has agreed to indemnify the
Company against 80% of all losses, until the total loss which the Company incurs
reaches $3.0 million, after which time BPA has agreed to indemnify the Company
against 100% of such losses. BPA has agreed to indemnify the Company against all
punitive damages attributable to the conduct of the Company prior to Closing.
Where losses arise from alleged exposure both before and after Closing, the
losses will be allocated between BPA and the Company, pro rata, based on the
length of exposure or pursuant to arbitration if initiated by the Company.
The Company cannot avail itself of this indemnity for losses attributable to the
Company's failure to maintain a Product Stewardship Program consistent with the
program maintained by the Company prior to Closing, as modified in a
commercially reasonable manner in accordance with changing regulatory,
scientific and technical factors. BP shall not indemnify the Company with
respect to any liabilities for wrongful death or personal injury to the extent
caused by the failure of the Company to maintain a Product Stewardship Program
consistent with that maintained by the Company prior to the Closing.
ENVIRONMENTAL MATTERS
The Company is subject to loss contingencies pursuant to various federal, state
and local environmental laws and regulations. These include possible obligations
to remove or mitigate the effects on the environment of the placement, storage,
disposal or release of certain chemical or petroleum substances by the Company
or
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by other parties.
Under the terms of the Recapitalization Agreement, BPA assumed liability, and
the rights to recovery from third parties, for environmental remediation and
other similar required actions with respect to certain environmental obligations
of Unifrax existing as of the Closing Date.
The Company may, in the future, be involved in further environmental assessments
or clean-ups. While the ultimate requirement for any such remediation, and its
cost, is presently not known, and while the amount of any future costs could be
material to the results of operations in the period in which they are
recognized, the Company does not expect these costs, based upon currently known
information and existing requirements, to have a material adverse effect on its
financial position.
The Company owned a site in Sanborn, NY, at which extensive remediation activity
is currently being undertaken. The site has been used by a number of former
Carborundum operations other than the Company, as a result of which, certain
contamination is present in the soil. Neither past nor current operations of the
Company are believed to have contributed to, or to be contributing to, the
existence of the contamination. BPA has assumed responsibility for implementing
remedial activities specified by the State of New York which required removal of
the contamination, chiefly by means of soil vapor extraction. Efforts to
remediate the site are expected to continue for some time, at a cost to BPA of
approximately $12.5 million. Under the terms of an agreement, BPA has taken
title to and assumed liability for the remediation of this property as of
October 30, 1996. Unifrax leases a portion of the present manufacturing
facilities on this site.
LEGAL PROCEEDINGS
The Company is involved in litigation relating to claims arising out of its
operations in the normal course of business, including product liability claims.
From time to time the Company has been named as a defendant in lawsuits
involving alleged injury suffered from exposure to ceramic fiber. The Company
believes that it is not presently a party to any litigation the outcome of which
would have a material adverse effect on its financial condition or results of
operations. Pursuant to the Recapitalization Agreement, BPA agreed to indemnify
the Company, subject to certain limitations, against all currently known
lawsuits and certain future lawsuits alleging exposure to ceramic fiber
(reference is made to the information appearing under the heading "Relationship
with BP and its Subsidiaries" in Item 13 of the report on Form 10K for the
Unifrax Corporation for the year 1996 which is hereby incorporated herein by
reference).
Various other legal proceedings and claims have been made against the Company in
the ordinary course of business. While the amounts could be material to the
results of operations in the period recognized, in the opinion of management of
the Company, the ultimate liability, if any, resulting from such matters will
not have a material adverse effect on the Company's financial position.
6
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Management's Discussion and Analysis of Financial Condition and
Results of Operations contained in the Company's Form 10K annual
report for the year ended December 31, 1996 as filed with the
Securities and Exchange Commission (the "MDA") is hereby incorporated
by reference. All capitalized terms used in this Item 2 that are not
defined in this Item 2 have the meanings given to them in the MDA.
First Quarter Ended March 31, 1997 Compared to First Quarter Ended
-------------------------------------------------------------------
March 31, 1996
--------------
The following table sets forth certain operational data as a
percentage of sales for the three months ended March 31, 1996 and
1997.
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1996 March 31, 1997
-------------- --------------
<S> <C> <C>
Net Sales 100.0% 100.0%
Gross Profit 50.7% 46.0%
Operating Income 23.8% 19.5%
Interest Expense --- 14.3%
Income Before Income Taxes 24.2% 5.3%
Net Income 14.2% 3.0%
</TABLE>
Three Months Ended March 31, 1997 Compared With Three Months Ended
------------------------------------------------------------------
March 31, 1996
--------------
Prior to February 29, 1996, Unifrax Corporation ("The Company" or
"Unifrax") was known as The Carborundum Company ("Carborundum") and
included a number of divisions and subsidiaries engaged in various
manufacturing businesses. On February 29, 1996, all of the
Carborundum businesses except for Unifrax were sold to Societe
Europeenne des Produits Refractaires and various other units of
Companie de Saint Gobain. Concurrent with the Saint Gobain sale,
Carborundum was renamed Unifrax, which was comprised of the North
American Fibers Division of Carborundum. Prior to February 29, 1996,
Unifrax sold its XPE products to Carborundum operations in Europe and
Brazil, who then sold to the end market. Subsequent to the Saint
Gobain Sale, Unifrax sold these products through indirect wholly
owned subsidiaries of BP in Europe (XPE Vertriebs GmbH) and South
America (NAF Brasil Ltda). In connection with the Recapitalization,
these subsidiaries became subsidiaries of Unifrax.
The results for the first quarter of 1997 also reflect the
Recapitalization of Unifrax on October 30, 1996, and the resulting
revised structure of the company. For further information regarding
the Recapitalization, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1996.
7
<PAGE> 10
Net sales for the first quarter of 1997 increased by $0.4 million or
2.1% from $21.6 million in 1996 to $22.0 million in 1997. Strong
demand for bulk fibers to the automotive, metals, and specialties
sectors and growth in specialty products for fire protection were
offset by lower sales in porosity- controlled products due to
continuing end user program design changes and modifications.
Gross profit declined by $0.8 million, or 7.5%, from $10.9 million in
1996 to $10.1 million in 1997. Gross profit as a percentage of net
sales decreased from 50.7% in 1996 to 46.0% in 1997. This decline was
due to outside purchases and resales of ceramic fiber resulting from
capacity constraints at the Company's New Carlisle, Indiana, facility
and to one-time expenses associated with the facility expansion
project.
Selling and distribution expenses increased by $0.1 million, or 2.7%,
from $3.1 million in 1996 to $3.2 million in 1997. Selling and
distribution expense as a percentage of net sales increased slightly
from 14.5% in 1996 to 14.6% in 1997. This increase resulted primarily
from the addition of sales and distribution operations in Europe and
Brazil following the Saint Gobain Sale.
Administration expenses and allocated corporate charges decreased by
$0.1 million, or 5.7%, from $2.1 million in 1996 to $2.0 million in
1997. The decrease was the result of the elimination of allocated
corporate charges following the Saint Gobain Sale, offset in part by
the addition of selling and distribution operations in Europe and
Brazil, and additional administration costs following the
Recapitalization. These costs as a percentage of net sales were 9.7%
in 1996 and 9.0% in 1997.
Research and development expenses remained relatively constant in
1996 and 1997, increasing slightly as a percentage of net sales from
2.7% in 1996 to 2.9% in 1997.
Operating income decreased by $0.8 million, or 16.6%, from $5.1
million in 1996 to $4.3 million in 1997. Operating income as a
percentage of net sales decreased from 23.8% in 1996 to 19.5% in
1997, as a result of the factors previously indicated.
Interest expense was $3.2 million in 1997, compared to zero in 1996
as a result of borrowings in connection with the Recapitalization.
Interest expense as a percentage of net sales was 14.3% in 1997.
Provision for income taxes decreased $1.6 million, or 76.3%, from
$2.1 million in 1996 to $0.5 million in 1997. The effective income
tax rate increased from 41.1% in 1996 to 43.9% in 1997, primarily as
a result of losses in the foreign subsidiaries for which no benefit
was recognized.
Net income decreased by $2.4 million, or 78.8%, from $3.1 million in
1996 to $0.7 million in 1997, as a result of factors previously
indicated. Net income as a percentage of net sales decreased from
14.2% in 1996 to 3.0% in 1997.
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Liquidity and Capital Resources
-------------------------------
Cash flows from operating activities increased by $1.9 million or
202.9%, from $1.0 million in 1996 to $2.9 million in 1997. This
increase was the result of lower net income, offset by higher
depreciation and amortization and a reduction in inventories during
the first quarter of 1997. Inventories had been increased during the
first quarter of 1996 as the Company began its sales and distribution
operations in Europe and Brazil.
Cash outflows from investing activities increased by $1.6 million, or
120.3%, from $1.4 million in 1996 to $3.0 million in 1997. This
increase was due to higher capital spending on the expansion project
at the new Carlisle, Indiana, facility, offset somewhat by lower
capital spending at other facilities.
Cash flows from financing activities decreased by $1.4 million from
an inflow of $0.9 million in 1996 to an outflow of $0.5 million in
1997. During 1997 the Company made a voluntary prepayment of
principal of $1.3 million on the Term Loan and had borrowing of $0.8
million against the $20 million revolving credit facility. The $0.8
million borrowing was repaid in full during the first week of April,
1997.
Management believes that cash flows from operations and the available
credit facility will be sufficient to fund operating and capital
expenditure needs for 1997.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Legal proceedings in which the company is involved have been
disclosed in Note C to the condensed consolidated financial
statements which is incorporated herein by reference.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS ON 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
<TABLE>
<S> <C>
(a) Exhibits
2.1* Unifrax Corporation Recapitalization Agreement
3.1* Certificate of Incorporation of the Registrant
3.2* By-laws of the Registrant
4.1* Form of Indenture (including form of Note)
10.1* Form of Loan and Security Agreement among Unifrax
Corporation, Bank of America Illinois and the lenders
party thereto (Credit Agreement)
10.1a* First Amendment to Loan and Security Agreement
10.2* 1996 Stock Option Plan
10.2a* Unifrax Corporation Noncompetition Agreement
10.3* Lease relating to Tonawanda plant
10.4* Lease relating to Amherst plant
</TABLE>
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<TABLE>
<S> <C>
10.5* Sanborn Lease
10.6* Covenant Not to Compete between The British Petroleum
Company p.l.c., its affiliates, and the Unifrax
Corporation and Societe Europeenne des Produits
Refractaires, and its affiliates (portions of this Exhibit
have been omitted and will be filed separately with the
Commission pursuant to a request for confidential
treatment)
10.7* Product Distribution Agreement between the Unifrax
Corporation and Societe Europeenne des Produits
Refractaires (portions of this Exhibit have been omitted
and will be filed separately with the Commission pursuant
to a request for confidential treatment)
10.8* Distributed Product License Agreement between the Unifrax
Corporation and Societe Europeenne des Produits
Refractaires (portions of this Exhibit have been omitted
and will be filed separately with the Commission pursuant
to a request for confidential treatment)
10.9* License Agreement between the Unifrax Corporation and
Societe Europeenne des Produits Refractaires (portions of
this Exhibit have been omitted and will be filed
separately with the Commission pursuant to a request for
confidential treatment)
10.10* Trademark License and Consent Agreement between the
Unifrax Corporation and Societe Europeenne des Produits
Refractaires
10.11* Conversion Agreement between the Unifrax Corporation and
Societe Europeenne des Produits Refractaires (portions of
this Exhibit have been omitted and will be filed
separately with the Commission pursuant to a request for
confidential treatment)
10.12* XPE(TM) License Agreement between the Unifrax Corporation
and Societe Europeenne des Produits Refractaires
10.13* Form of Covenant Not to Compete between Holding and BP
10.14* Form of Stockholders Agreement among the Company, BPX and
Holding
10.15* Tax Sharing Agreement between the Company and Holding
10.16* Advisory Services Agreement between the Company and
Kirtland Capital Corporation
10.17* Form of BP Note
21.1* Subsidiaries of the Registrant
27.1 Financial Data Schedule
</TABLE>
* Incorporated by reference to the exhibits filed with the
Registration Statement on Form S-1 of Unifrax Investment Corp.,
and with Form 10K for 1996 for Unifrax Corporation (Registration
11
<PAGE> 14
No. 333-10611).
(b) No reports on Form 8-K have been filed during the period covered
by this report.
12
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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.
UNIFRAX CORPORATION
By: /s/ William P. Kelly
--------------------
William P. Kelly, President and
Chief Executive Officer
By: /s/ Mark D. Roos
----------------
Mark D. Roos, Vice President
and Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNIFRAX
CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEET AS OF MARCH
31, 1997, AND THEIR CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE PERIOD
ENDED MARCH 31, 1997.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 367
<SECURITIES> 0
<RECEIVABLES> 16,344
<ALLOWANCES> (1,046)
<INVENTORY> 8,799
<CURRENT-ASSETS> 30,182
<PP&E> 65,984
<DEPRECIATION> (30,930)
<TOTAL-ASSETS> 93,407
<CURRENT-LIABILITIES> 17,025
<BONDS> 126,500
<COMMON> 0
0
0
<OTHER-SE> (53,523)
<TOTAL-LIABILITY-AND-EQUITY> 93,407
<SALES> 22,028
<TOTAL-REVENUES> 22,028
<CGS> 11,906
<TOTAL-COSTS> 17,706
<OTHER-EXPENSES> (33)
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 3,157
<INCOME-PRETAX> 1,162
<INCOME-TAX> 510
<INCOME-CONTINUING> 652
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 652
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
