SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------------------------------
FORM 10-Q
(mark one)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the Quarter Ended June 28, 1997.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 1-10574
THERMO VOLTEK CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-1946800
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
470 Wildwood Street, P.O. Box 2878
Woburn, Massachusetts 01888-1578
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 622-1000
Indicate by check mark whether the Registrant (1)
has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for
such shorter period that the Registrant was
required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes [ X ] No [ ]
Indicate the number of shares outstanding of each
of the issuer's classes of Common Stock, as of the
latest practicable date.
Class Outstanding at July 25, 1997
---------------------------- ----------------------------
Common Stock, $.05 par value 8,830,200
PAGE
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THERMO VOLTEK CORP.
Consolidated Balance Sheet
(Unaudited)
Assets
June 28, December 28,
(In thousands) 1997 1996
------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $14,605 $17,874
Available-for-sale investments, at quoted
market value (amortized cost of $5,459 and
$10,011; includes $1,412 and $1,399 of
related-party investments) 5,539 10,067
Accounts receivable, less allowances of $694
and $587 9,711 12,123
Inventories:
Raw materials 4,736 4,835
Work in process 4,246 3,097
Finished goods 2,700 2,793
Prepaid income taxes and other current assets 2,039 2,025
------- -------
43,576 52,814
------- -------
Property, Plant, and Equipment, at Cost 10,238 9,739
Less: Accumulated depreciation and amortization 6,203 5,588
------- -------
4,035 4,151
------- -------
Other Assets 252 299
------- -------
Cost in Excess of Net Assets of Acquired
Companies (Note 2) 18,477 16,425
------- -------
$66,340 $73,689
======= =======
2PAGE
<PAGE>
THERMO VOLTEK CORP.
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
June 28, December 28,
(In thousands except share amounts) 1997 1996
-----------------------------------------------------------------------
Current Liabilities:
Notes payable $ 2,557 $ 1,666
Accounts payable 3,433 3,718
Accrued payroll and employee benefits 1,367 1,264
Accrued income taxes 1,074 1,244
Accrued commissions 1,127 1,063
Other accrued expenses 3,142 2,043
Due to parent company and affiliates 722 901
------- -------
13,422 11,899
------- -------
Subordinated Convertible Obligations
(includes $10,000 of related-party debt) 18,450 19,345
------- -------
Shareholders' Investment:
Common stock, $.05 par value, 25,000,000 shares
authorized; 9,939,865 and 9,765,676 shares
issued 497 488
Capital in excess of par value 38,781 37,762
Retained earnings 4,111 4,284
Treasury stock at cost, 1,046,765 and
6,438 shares (8,561) (69)
Cumulative translation adjustment (411) (56)
Net unrealized gain on available-for-sale
investments 51 36
------- -------
34,468 42,445
------- -------
$66,340 $73,689
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
3PAGE
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Operations
(Unaudited)
Three Months Ended
-----------------------
June 28, June 29,
(In thousands except per share amounts) 1997 1996
-----------------------------------------------------------------------
Revenues $11,888 $11,882
------- -------
Costs and Operating Expenses:
Cost of revenues 6,442 6,153
Selling, general, and administrative expenses 4,174 3,519
Research and development expenses 1,023 821
------- -------
11,639 10,493
------- -------
Operating Income 249 1,389
Interest Income 305 492
Interest Expense (includes $151 and $177 to
related party) (296) (402)
------- -------
Income Before Income Taxes 258 1,479
Income Tax Provision (98) (347)
------- -------
Net Income $ 160 $ 1,132
======= =======
Earnings per Share:
Primary $ .02 $ .13
======= =======
Fully diluted $ .02 $ .10
======= =======
Weighted Average Shares:
Primary 9,222 8,791
======= =======
Fully diluted 9,222 13,636
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
4PAGE
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Operations
(Unaudited)
Six Months Ended
-----------------------
June 28, June 29,
(In thousands except per share amounts) 1997 1996
-----------------------------------------------------------------------
Revenues $21,604 $22,503
------- -------
Costs and Operating Expenses:
Cost of revenues 11,893 11,543
Selling, general, and administrative expenses 8,238 6,780
Research and development expenses 1,870 1,531
------- -------
22,001 19,854
------- -------
Operating Income (Loss) (397) 2,649
Interest Income 698 994
Interest Expense (includes $302 and $354 to
related party) (580) (837)
------- -------
Income (Loss) Before Income Taxes (279) 2,806
Income Tax (Provision) Benefit 106 (737)
------- -------
Net Income (Loss) $ (173) $ 2,069
======= =======
Earnings (Loss) per Share:
Primary $ (.02) $ .25
======= =======
Fully diluted $ (.02) $ .18
======= =======
Weighted Average Shares:
Primary 9,527 8,383
======= =======
Fully diluted 9,527 13,640
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
5PAGE
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
---------------------
June 28, June 29,
(In thousands) 1997 1996
------------------------------------------------------------------------
Operating Activities:
Net income (loss) $ (173) $ 2,069
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation and amortization 925 829
Provision for losses on accounts receivable 117 97
Changes in current accounts, excluding the
effects of acquisition:
Accounts receivable 2,651 (2,724)
Inventories (417) (575)
Other current assets (13) (174)
Accounts payable (458) 238
Other current liabilities (17) 254
------- -------
Net cash provided by operating activities 2,615 14
------- -------
Investing Activities:
Acquisition, net of cash acquired (2,820) -
Purchases of available-for-sale investments - (2,500)
Proceeds from sale and maturities of
available-for-sale investments 4,500 7,000
Purchases of property, plant, and equipment (374) (674)
Other (67) 91
------- -------
Net cash provided by investing activities 1,239 3,917
------- -------
Financing Activities:
Net increase in notes payable 1,076 -
Net proceeds from issuance of Company common
stock 231 94
Repurchase of Company common stock (8,462) -
Other (113) 29
------- -------
Net cash provided by (used in) financing
activities (7,268) 123
------- -------
Exchange Rate Effect on Cash 145 105
------- -------
Increase (Decrease) in Cash and Cash Equivalents (3,269) 4,159
Cash and Cash Equivalents at Beginning of Period 17,874 8,651
------- -------
Cash and Cash Equivalents at End of Period $14,605 $12,810
======= =======
6PAGE
<PAGE>
THERMO VOLTEK CORP.
Consolidated Statement of Cash Flows (continued)
(Unaudited)
Six Months Ended
---------------------
June 28, June 29,
(In thousands) 1997 1996
------------------------------------------------------------------------
Noncash Activities:
Fair value of assets of acquired company $ 4,807 $ -
Cash paid for acquired company (3,248) -
------- -------
Liabilities assumed of acquired company $ 1,559 $ -
======= =======
Conversions of subordinated convertible
obligations (includes $1,500 of related
party debt in 1996) $ 895 $12,530
======= =======
The accompanying notes are an integral part of these consolidated
financial statements.
7PAGE
<PAGE>
THERMO VOLTEK CORP.
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements presented have been
prepared by Thermo Voltek Corp. (the Company) without audit and, in the
opinion of management, reflect all adjustments of a normal recurring
nature necessary for a fair statement of the financial position at June
28, 1997, the results of operations for the three- and six-month periods
ended June 28, 1997, and June 29, 1996, and the cash flows for the
six-month periods ended June 28, 1997, and June 29, 1996. Interim results
are not necessarily indicative of results for a full year.
The consolidated balance sheet presented as of December 28, 1996, has
been derived from the consolidated financial statements that have been
audited by the Company's independent public accountants. The consolidated
financial statements and notes are presented as permitted by Form 10-Q
and do not contain certain information included in the annual financial
statements and notes of the Company. The consolidated financial
statements and notes included herein should be read in conjunction with
the financial statements and notes included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 28, 1996, filed
with the Securities and Exchange Commission.
2. Acquisition
In April 1997, the Company acquired substantially all of the assets,
subject to certain liabilities, of Milmega Ltd. for approximately $3.2
million in cash. Milmega primarily manufactures and markets microwave and
radio frequency products and systems that are suitable for
electromagnetic compatibility (EMC) testing, physics research, and
communications, medical, and military applications.
This acquisition has been accounted for using the purchase method of
accounting, and Milmega's results of operations have been included in the
accompanying financial statements from the date of acquisition. The cost
of this acquisition exceeded the estimated fair value of the net assets
acquired by approximately $2.6 million, which is being amortized over 40
years. Allocation of the purchase price was based on an estimate of the
fair value of the net assets acquired and is subject to adjustment upon
finalization of the purchase price allocation. Pro forma data is not
presented since this acquisition was not material to the Company's
results of operations.
8PAGE
<PAGE>
THERMO VOLTEK CORP.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Forward-looking statements, within the meaning of Section 21E of the
Securities Exchange Act of 1934, are made throughout this Management's
Discussion and Analysis of Financial Condition and Results of Operations.
For this purpose, any statements contained herein that are not statements
of historical fact may be deemed to be forward-looking statements.
Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects," "seeks," "estimates," and similar expressions are
intended to identify forward-looking statements. There are a number of
important factors that could cause the results of the Company to differ
materially from those indicated by such forward-looking statements,
including those detailed under the caption "Forward-looking Statements"
in Exhibit 13 to the Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996, filed with the Securities and Exchange
Commission.
Overview
The Company designs, manufactures, and markets electromagnetic
compatibility (EMC) testing instruments, high-voltage power-conversion
systems, programmable power amplifiers, and radio frequency (RF) power
amplifiers. The Company's KeyTek Instrument (KeyTek) division
manufactures instruments that test for immunity to pulsed electromagnetic
interference (pulsed EMI). Through its Universal Voltronics division, the
Company manufactures high-voltage power-conversion systems that transform
utility-supplied AC power into voltages and currents required by the
user, while allowing precise control over the performance level desired
for each application. The Company's Kalmus division manufactures RF power
amplifiers and systems used to test products for immunity to conducted
and radiated radio frequency interference (RFI) and in communications,
medical, and research applications. Comtest Europe B.V. (Comtest)
manufactures and distributes a range of EMC-related products, provides
EMC consulting and systems-integration services, and manufactures
specialized power supplies for telecommunications equipment. Acquired in
July 1996, Pacific Power Source Corporation (Pacific Power) manufactures
power conversion equipment for use in a variety of commercial
applications and programmable power amplifiers that can be incorporated
into EMC test equipment to assess tolerance to normal variances in the
quality and quantity of AC voltage. Acquired in April 1997, Milmega Ltd.
(Milmega) primarily manufactures and markets microwave and radio
frequency products and systems that are suitable for EMC testing, physics
research, and communications, medical, and military applications.
The Company's strategy is to expand through a combination of internal
product development and the acquisition of new businesses and
technologies. As discussed above, the Company acquired Pacific Power in
July 1996 and Milmega Ltd. in April 1997 (Note 2).
The Company sells its products on a worldwide basis. Although the
Company seeks to charge its customers in the same currency as its
operating costs, the Company's financial performance and competitive
position can be affected by currency exchange rate fluctuations.
9PAGE
<PAGE>
THERMO VOLTEK CORP.
Results of Operations
Second Quarter 1997 Compared With Second Quarter 1996
Revenues were unchanged at $11.9 million in the second quarter of
1997 and 1996. Revenues in 1997 reflect the inclusion of $2.4 million in
revenues from Pacific Power, acquired in July 1996, and Milmega, acquired
in April 1997, offset by lower demand for EMC test products at Comtest,
Kalmus, and to a lesser extent, KeyTek.
The gross profit margin decreased to 46% in the second quarter of
1997 from 48% in the second quarter of 1996, primarily due to a decrease
in the sale of certain higher-margin products at Comtest, offset in part
by the inclusion of higher-margin revenues at Pacific Power.
Selling, general, and administrative expenses as a percentage of
revenues increased to 35% in the second quarter of 1997 from 30% in the
second quarter of 1996, primarily due to $0.4 million of severance and
related costs incurred at certain of the Company's business units,
associated with reductions in personnel. In addition to these cost
reductions, the Company is evaluating all its lines of business with the
goal of improving profitability. The increase in selling, general, and
administrative expenses as a percentage of revenues was also due to
marginal increases in selling expenses combined with lower revenues at
KeyTek and Kalmus. Research and development expenses increased to $1.0
million in 1997 from $0.8 million in 1996, primarily due to the inclusion
of expenses at Pacific Power and Milmega.
Interest income decreased to $0.3 million in the second quarter of
1997 from $0.5 million in the second quarter of 1996, primarily due to
lower average invested balances. Interest expense decreased to $0.3
million in 1997 from $0.4 million in 1996, primarily due to conversions
of the Company's subordinated convertible obligations.
The effective tax rates were 38% and 23% in the second quarter of
1997 and 1996, respectively. The effective tax rate exceeded the
statutory federal income tax rate in 1997 primarily due to the impact of
state income taxes. The effective tax rate was below the statutory
federal income tax rate in 1996 primarily due to utilization of net
operating loss carryforwards, offset in part by the impact of state
income taxes. As of December 28, 1996, the Company had no further net
operating loss carryforwards.
First Six Months 1997 Compared With First Six Months 1996
Revenues decreased to $21.6 million in the first six months of 1997
from $22.5 million in the first six months of 1996, primarily due to
decreased revenues at Comtest and KeyTek, offset in part by the inclusion
of $4.2 million in revenues from Pacific Power and Milmega. The decline
in revenues at Comtest and KeyTek resulted primarily from lower demand
for EMC test products and, to a lesser extent, a decline in the
component-reliability market for electrostatic discharge test equipment
caused by a slowdown in capital expenditures by the semiconductor
industry.
10PAGE
<PAGE>
THERMO VOLTEK CORP.
First Six Months 1997 Compared With First Six Months 1996 (continued)
The gross profit margin decreased to 45% in the first six months of
1997 from 49% in the first six months of 1996, primarily due to the sale
of lower-margin products at Comtest, offset in part by the inclusion of
higher-margin revenues at Pacific Power.
Selling, general, and administrative expenses as a percentage of
revenues increased to 38% in the first six months of 1997 from 30% in the
first six months of 1996, primarily due to the decrease in revenues at
Comtest and KeyTek, as well as $0.4 million of severance and related
costs incurred at certain of the Company's business units, associated
with reductions in personnel. Research and development expenses increased
to $1.9 million in 1997 from $1.5 million in 1996, primarily due to the
inclusion of expenses at Pacific Power and Milmega.
Interest income decreased to $0.7 million in the first six months of
1997 from $1.0 million in the first six months of 1996, primarily due to
lower average invested balances. Interest expense decreased to $0.6
million in 1997 from $0.8 million in 1996, primarily due to conversions
of the Company's subordinated convertible obligations.
The effective tax rates were 38% and 26% in the first six months of
1997 and 1996, respectively. The effective tax rate exceeded the
statutory federal income tax rate in 1997 primarily due to the impact of
state income taxes. The effective tax rate was below the statutory
federal income tax rate in 1996 primarily due to utilization of net
operating loss carryforwards, offset in part by the impact of state
income taxes. As of December 28, 1996, the Company had no further net
operating loss carryforwards.
Liquidity and Capital Resources
Consolidated working capital was $30.2 million at June 28, 1997,
compared with $40.9 million at December 28, 1996. Included in working
capital are cash, cash equivalents, and available-for-sale investments of
$20.1 million at June 28, 1997, compared with $27.9 million at December
28, 1996. During the first six months of 1997, $2.6 million of cash was
provided by operating activities, primarily due to a decrease in accounts
receivable of $2.7 million as a result of improved collection efforts and
a decrease in revenues.
Excluding available-for-sale investments activity, the Company's
investing activities in the first six months of 1997 consisted primarily
of the acquisition of Milmega for $2.8 million in cash, net of cash
acquired, and $0.4 million of expenditures for purchases of property,
plant, and equipment. The Company expects to make capital expenditures of
approximately $0.9 million during the remainder of 1997.
In April 1997, the Company's Board of Directors authorized the
repurchase, through April 17, 1998, of up to $10.0 million of Company
common stock, to be funded from working capital. During the six months
ended June 28, 1997, the Company expended $8.5 million under this
authorization.
11PAGE
<PAGE>
THERMO VOLTEK CORP.
Liquidity and Capital Resources (continued)
Although the Company expects to have positive cash flow from its
existing operations, the Company anticipates it will require significant
amounts of cash for the possible acquisition of complementary businesses
and technologies. While the Company currently has no agreement to make
any acquisition, it expects that it will finance any acquisition through
a combination of internal funds, additional debt or equity financing,
and/or short-term borrowings from Thermo Electron Corporation or
Thermedics Inc., although there is no agreement with these companies to
ensure that funds will be available on acceptable terms or at all. The
Company believes that its existing resources are sufficient to meet the
capital requirements of its existing operations for the foreseeable
future.
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On June 2, 1997, at the Annual Meeting of Shareholders, the
shareholders elected six incumbent directors to a one-year term expiring
in 1998. The Directors elected at the meeting were: Dr. Elias P.
Gyftopoulos, Mr. William W. Hoover, Ms. Sandra L. Lambert, Mr. Theo
Melas-Kyriazi, Mr. Peter Richman, and Mr. John W. Wood Jr. Each director,
except for Dr. Gyftopoulos, received 8,200,958 shares voted in favor of
his or her election and 27,548 shares voted against. Dr. Gyftopoulos
received 8,200,777 shares voted in favor of his election and 27,729
shares voted against. No abstentions or broker nonvotes were recorded on
the election of directors.
At the Annual Meeting, the shareholders also approved a proposal to
amend the Company's equity incentive plan to reserve an additional
300,000 shares for issuance thereunder as follows: 8,109,659 shares were
voted in favor of the proposal, 89,542 shares were voted against, and
29,305 shares abstained. No broker nonvotes were recorded on the
proposal.
Item 6 - Exhibits
See Exhibit Index on the page immediately preceding exhibits.
12PAGE
<PAGE>
THERMO VOLTEK CORP.
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 as of the 4th day of August
1997.
THERMO VOLTEK CORP.
Paul F. Kelleher
--------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
--------------------
John N. Hatsopoulos
Vice President and Chief
Financial Officer
13PAGE
<PAGE>
THERMO VOLTEK CORP.
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------------------------------------------------------------------------
11 Statement re: Computation of Earnings per Share.
27 Financial Data Schedule.
Exhibit 11
THERMO VOLTEK CORP.
Computation of Earnings per Share
Three Months Ended
-------------------------
June 28, June 29,
1997 1996
-----------------------------------------------------------------------------
Computation of Primary Earnings per Share:
Net Income (a) $ 160,000 $ 1,132,000
----------- -----------
Shares:
Weighted average shares outstanding 9,221,853 8,527,818
Add: Shares issuable from assumed exercise of
options (as determined by the application
of the treasury stock method) - 263,487
----------- -----------
Weighted average shares outstanding, as
adjusted (b) 9,221,853 8,791,305
----------- -----------
Primary Earnings per Share (a) / (b) $ .02 $ .13
=========== ===========
Computation of Fully Diluted Earnings
per Share:
Income:
Net income $ 160,000 $ 1,132,000
Add: Convertible debt interest, net of tax - 195,000
----------- -----------
Income applicable to common stock
assuming full dilution (c) $ 160,000 $ 1,327,000
----------- -----------
Shares:
Weighted average shares outstanding 9,221,853 8,527,818
Add: Shares issuable from assumed conversion
of subordinated convertible obligations - 4,845,030
Shares issuable from assumed exercise of
options (as determined by the application
of the treasury stock method) - 263,487
----------- -----------
Weighted average shares outstanding,
as adjusted (d) 9,221,853 13,636,335
----------- -----------
Fully Diluted Earnings per Share (c) / (d) $ .02 $ .10
=========== ===========
PAGE
<PAGE>
Exhibit 11
THERMO VOLTEK CORP.
Computation of Earnings per Share
Six Months Ended
-------------------------
June 28, June 29,
1997 1996
-----------------------------------------------------------------------------
Computation of Primary Earnings (Loss) per Share:
Net Income (Loss) (a) $ (173,000) $ 2,069,000
----------- -----------
Shares:
Weighted average shares outstanding 9,527,009 8,115,216
Add: Shares issuable from assumed exercise of
options (as determined by the application
of the treasury stock method) - 267,974
----------- -----------
Weighted average shares outstanding, as
adjusted (b) 9,527,009 8,383,190
----------- -----------
Primary Earnings (Loss) per Share (a) / (b) $ (.02) $ .25
=========== ===========
Computation of Fully Diluted Earnings (Loss)
per Share:
Income:
Net income (loss) $ (173,000) $ 2,069,000
Add: Convertible debt interest, net of tax - 427,000
----------- -----------
Income (loss) applicable to common stock
assuming full dilution (c) $ (173,000) $ 2,496,000
----------- -----------
Shares:
Weighted average shares outstanding 9,527,009 8,115,216
Add: Shares issuable from assumed conversion
of subordinated convertible obligations - 5,251,152
Shares issuable from assumed exercise of
options (as determined by the application
of the treasury stock method) - 273,314
----------- -----------
Weighted average shares outstanding,
as adjusted (d) 9,527,009 13,639,682
----------- -----------
Fully Diluted Earnings (Loss) per Share (c) / (d) $ (.02) $ .18
=========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO
VOLTEK CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 28, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-03-1998
<PERIOD-END> JUN-28-1997
<CASH> 14,605
<SECURITIES> 5,539
<RECEIVABLES> 10,405
<ALLOWANCES> 694
<INVENTORY> 11,682
<CURRENT-ASSETS> 43,576
<PP&E> 10,238
<DEPRECIATION> 6,203
<TOTAL-ASSETS> 66,340
<CURRENT-LIABILITIES> 13,422
<BONDS> 8,450
0
0
<COMMON> 497
<OTHER-SE> 33,971
<TOTAL-LIABILITY-AND-EQUITY> 66,340
<SALES> 21,604
<TOTAL-REVENUES> 21,604
<CGS> 11,893
<TOTAL-COSTS> 11,893
<OTHER-EXPENSES> 1,870
<LOSS-PROVISION> 117
<INTEREST-EXPENSE> 580
<INCOME-PRETAX> (279)
<INCOME-TAX> (106)
<INCOME-CONTINUING> (173)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (173)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
