UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
FOR QUARTER ENDED October 31, 1999 COMMISSION FILE NO. 0-8512
------------------ --------
MONARCH SERVICES, INC.
- ------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 52-1073628
- --------------------------------- ------------------------------
(State or other jurisdiction of (IRS EmployerIdentification No.)
incorporation)
4517 Harford Road, Baltimore, Maryland 21214
- ------------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 410-254-9200
-------------
Not applicable
- -----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [ ]
As of October 31, 1999, the number of shares outstanding of the issuer's common
stock was 1,619,820 shares.
Transitional Small Business Issue Format (check one):
YES [ ] NO [ X ]
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (UNAUDITED)
<CAPTION>
October 31, 1999
------------------
(000's Omitted)
<S> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $7,154
Accounts receivable, net 446
-----
7,600
Other current assets 45
-----
TOTAL CURRENT ASSETS 7,645
PROPERTY AND EQUIPMENT 743
Less accumulated depreciation (502)
-----
241
-----
INTANGIBLE ASSETS, NET 2
DEFERRED TAX ASSET 79
ASSETS HELD FOR SALE 111
-----
$8,078
-----
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 90
Accrued expenses 274
Income taxes payable 13
Deferred subscription revenues 1,237
------
TOTAL CURRENT LIABILITIES 1,614
STOCKHOLDERS' EQUITY
Preferred Stock - par value $.01 per share:
Authorized 100,000 shares; no shares
issued
Common Stock - par value $.25 per share:
Authorized - 3,000,000 shares; shares
issued - 2,109,985; shares outstanding
1,619,820 527
Capital surplus 3,378
Retained earnings 2,681
------
6,586
Treasury stock at par - 490,165 shares (122)
-----
TOTAL STOCKHOLDERS' EQUITY 6,464
-----
$8,078
-----
<FN>
See notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
October 31, October 31,
------------------ ----------------
1999 1998 1999 1998
---- ---- ---- ----
(000's omitted, except per share data)
<S> <C> <C> <C> <C>
Net Sales - publishing $ 1,524 $ 1,432 $ 2,127 $ 1,929
Cost of goods sold - publishing 887 707 1,376 1,147
------------------------------------
Gross profit from continuing
operations 637 725 751 782
------------------------------------
Selling, general and
administrative expenses 157 246 298 296
------------------------------------
Income (loss) from continuing
operations before other
income and income taxes 480 479 453 486
Other income:
Investment and interest income 68 18 140 28
Other 10 0 48 0
------------------------------------
Income from continuing operations
before income taxes 558 497 641 514
Income tax expense 190 0 218 0
------------------------------------
Income from continuing operations 368 497 423 514
------------------------------------
Discontinued Operations:
Operating gain (loss) from
games division 0 170 0 (279)
Gain on disposal of games business
(less income taxes of $720 for the
three months and six months ended
October 31, 1998) 0 3,743 0 3,743
Operating loss from printing and
envelope division (net of income
tax benefit of $87 and $230) for the
three months and six months ended
October 31, 1999, respectively (168) (124) (447) (268)
Estimated loss on disposal of
printing and envelope (net of
income1tax benefit of $24 and
$140) for the three months and
six months ended October 31,
1999, respectively (26) 0 (255) 0
--------------------------------------
Income (loss) from discontinued
operations (194) 3,789 (702) 3,196
--------------------------------------
Net income (loss) 174 4,286 (279) 3,710
--------------------------------------
Net earnings (loss) per common
share-basic and diluted:
Income from continuing
operations per share $ .23 $ .31 $ .26 $ .32
Income (loss) from discontinued
operations (.12) 2.34 (.43) 1.97
---------------------------------------
Net income (loss) per common
share - basic and diluted (.11) $2.65 (.17) $2.29
---------------------------------------
Weighted average number of shares
outstanding 1,619,820 1,619,820 1,619,820 1,619,820
---------------------------------------
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>
MONARCH SERVICES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<CAPTION>
Six Months Ended
October 31,
-------------------
1999 1998
----- ----
(000's Omitted)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (279) $ 3,710
Adjustments to reconcile net loss
to net cash used in operating
activities:
Gain on disposal of property (57) (3,743)
Depreciation and amortization 52 76
Changes in accounts receivable,
inventories, other assets,
assets held for sale, accounts
payable, accrued expenses,
deferred subscription revenue
and income tax payable 81 227
------ ------
Total cash used in operating
activities (203) 270
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (21) 0
Cash proceeds from sale of substantially
all the assets of the games division 0 6,000
Cash proceeds from disposal of property
and equipment 57 0
------ ------
Total cash provided by investing
activities 36 0
------ ------
NET (DECREASE) INCREASE IN CASH AND
CASH EQUIVALENTS (167) 6,270
CASH AND CASH EQUIVALENTS
BEGINNING OF YEAR 7,321 1,738
------ ------
CASH AND CASH EQUIVALENTS
END OF YEAR $ 7,154 $ 8,008
------ ------
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
MONARCH SERVICES, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include Monarch
Services, Inc. (Monarch), formerly Monarch Avalon, Inc., and its wholly-owned
subsidiary, Girls' Life, Inc. (Monarch and Girls' Life Inc. collectively
referred to herein as the Company) and have been prepared in accordance with the
instructions to Form 10-QSB and do not include all of the information and
disclosures required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals and charges and accruals specific to the
discontinued printing and envelope segment) considered necessary for a fair
presentation have been included. All material intercompany balances between
Monarch and its subsidiary have been eliminated in consolidation. Operating
results for the three months and six months ended October 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
April 30, 2000. For further information, reference should be made to the
financial statements and notes included in the Company's annual report on Form
10-KSB for the fiscal year ended April 30, 1999.
Girls' Life magazine subscriptions are sold through traditional sources such as
direct-mail solicitation, insert cards and via subscription agents. The
magazine is also sold on newsstands and subscriptions can be obtained or renewed
through the internet on the Girls' Life website. Newsstand copies are
distributed nationally by Ingram Periodicals Inc. and International Periodical
Distributors. Newsstand copies are distributed nationally and internationally
by Warner Publisher Services. The Company has entered into a joint venture with
the Girl Scouts of the U.S.A. through which the Company has direct access to the
Girl Scout's mailing list of over 2,000,000 girls.
The basic domestic price of a one year Girls' Life subscription is $17.85. The
suggested retail price of a single issue of Girls' Life in the United States at
the newsstand is $2.95.
The average total distribution per issue during fiscal year 1999 was as set
forth in the following table.
Distribution Channel Number of Magazines Distributed
- -------------------- -------------------------------
Newsstand Sales 60,000
Subscription Sales 233,000
---------
Total Paid Circulation 293,000
Complementary Copies 1,000
The following table sets forth the average number of subscriptions
geographically sold per issue, internationally and domestically during FY 1999.
Geographic Distribution Number of Magazines Distributed
- ----------------------- -------------------------------
United States 229,000
International 4,000
<PAGE>
NOTE B - DISCONTINUED OPERATIONS
SALE OF GAMES DIVISION:
On October 27, 1998, the Company sold substantially all the assets of the games
division to a subsidiary of Hasbro, Inc. for $6,000,000 in cash. The assets
sold included trademarks, copyrights and other intellectual property rights,
inventory and tooling. The operating results of the games division have been
classified as discontinued operations for all periods presented in the
consolidated statements of operations.
Total assets from the games division held for sale at April 30, 1999 were
$89,000. Approximately $34,000 of net assets remained unsold as of October 31,
1999. These assets have been written down to their estimated net realizable
value. The machinery and equipment of the games division are expected to be sold
in the third quarter of FY 2000.
Net sales and income from discontinued operations of the games division are as
follows:
Three Months Ended Six Months Ended
October 31, October 31,
1999 1998 1999 1998
- ----------------------------------------------------------------------------
Net sales $ 0 $ 0 $ 0 $ 214
Gain from discontinued
operations 0 3,913 0 3,464
Net assets of discontinued operations of the games division are as follows:
Six Months Ended October 31,
1999
- ---------------------------------------------------------
Net assets held for sale $ 34
<PAGE>
CLOSING OF PRINTING AND ENVELOPE DIVISION:
Effective August 20, 1999, the Company closed the printing and envelope division
due to increased losses since last year's sale of the games division. The
machinery and equipment and inventories of the printing and envelope division
are expected to be sold in the third quarter of FY 2000.
Net inventories from the printing and envelope division held for sale at October
31, 1999 were approximately $23,000. The inventories will be sold privately or
auctioned off in November 1999. These inventories have been written down to
their estimated net realizable value.
Net machinery and equipment from the printing and envelope division held for
sale at October 31, 1999 was approximately $54,000. The machinery and equipment
will be auctioned off in November 1999.
Due to the closing of the printing and envelope division, wages of approximately
$87,000 were accrued as of July 31, 1999. This included two weeks severence pay
and accumulated vacation and sick days for the 41 employees terminated. The
accrued payroll was reversed in the quarter ended October 31, 1999. As of
October 31, 1999, accrued rent of $162,000 has been recorded for the portion of
the Company's office, warehouse, and manufacturing facilities which were
utilized by the discontinued segments. Wages of $17,000 were accrued and charged
to discontinued operations as of October 31, 1999 for three employees.
Net assets from discontinued operations of the printing and envelope division
are as follows:
Net assets held for sale $ 77,000
Net sales and income from discontinued operations of the printing and envelope
division are as follows:
Three Months Ended Six Months Ended
October 31, October 31,
1999 1998 1999 1998
- ---------------------------------------------------------------------------
Net sales $ 124 $ 607 $ 516 $ 1,176
Estimated loss on disposal
of printing and envelope
segment ( 50) 0 (395) 0
Loss from discontinued
operations (255) (124) (677) (268)
SUBSEQUENT EVENTS
On November 2, 1999, remaining inventories from the printing and envelope
division and remaining equipment from the printing and envelope division and the
games division was auctioned off. Net proceeds received from the sale of
inventories and equipment was $738,000.
<PAGE>
NOTE C - ACCOUNTS RECEIVABLE
Accounts receivable consist of the following at October 31, 1999:
Accounts Receivable-Games $ 28,066
-Printing 53,780
-publishing 460,191
-Other 35,411
-----------
Less: 577,448
Allowance for doubtful accounts (131,846)
-----------
$ 445,602
===========
The Accounts Receivable-Games in the amount of $28,066 and The Accounts
Receivable-Printing in the amount of $53,780 is fully reserved in the Allowance
for doubtful accounts.
NOTE D - INVENTORIES
Inventories in the amount of $23,000 of the printing and envelope division
will be sold or auctioned off in the third quarter of FY 2000.
The major components of the printing and envelope inventories consist of the
following:
October 31,1999 April 30, 1999
--------------- --------------
(000's omitted)
Raw materials $ 93 $ 161
Work in progress 25 49
Finished goods 29 30
Lower of cost or market reserves (124) (65)
------ ------
$ 23 $ 175
On October 27, 1998, the Company sold substantially all the assets of the Games
division. All games inventories were transferred to Hasbro, Inc. as part of the
sales agreement. The remaining inventories at October 31, 1999 relate entirely
to the printing and envelope segment of Monarch Services, Inc. The Company
values its inventories at the lower of cost (first-in, first-out) or market.
<PAGE>
ITEM II MONARCH SERVICES, INC. AND SUBSIDIARY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this discussion references to fiscal 2000 are to the fiscal year
ending April 30, 2000, and references to fiscal 1999 are to the fiscal year
ended April 30, 1999.
CERTAIN CAUTIONARY INFORMATION
In connection with the Private Securities Litigation Reform Act of 1995 (the
"Litigation Reform Act"), the Company is hereby disclosing certain cautionary
information to be used in connection with written materials (including this
Report on Form 10-QSB) and oral statements made by or on behalf of its employees
and representatives that may contain forward-looking statements within the
meaning of the Litigation Reform Act. Such statements consist of any statement
other than a recitation of historical fact and can be identified by the use of
forward-looking terminology such as may, expect, anticipate, estimate or
continue or the negative thereof or other variations thereon or comparable
terminology. The listener or reader is cautioned that all forward-looking
statements are necessarily speculative and there are numerous risks and
uncertainties that could cause actual events or results to differ materially
from those referred to in such forward-looking statements. The discussion
contained in the Company's Annual Report on Form 10-KSB for the year ended April
30, 1999 and incorporated herein by reference highlights some of the more
important risks identified by management, but should not be assumed to be the
only factors that could affect future performance. Included in these risks is
the Company's history of losses, its fluctuations in operating results,
competition and other risks set forth herein and in the Company's annual report
on Form 10KSB for the year ended April 30, 1999. The reader or listener is
cautioned that the Company does not have a policy of updating or revising
forward-looking statements and thus he or she should not assume that silence by
management over time means that actual events are bearing out as estimated in
such forward-looking statements.
<PAGE>
RESULTS OF OPERATIONS
Monarch Services, Inc. consists of one subsidiary, Girls' Life, Inc., that
publishes a magazine.
Rider
The revenues of the Company's Publishing division, its sole remaining operating
division, are seasonal in nature. The Company publishes Girls' Life magazine
six times per year. The Company's typical publication schedule usually results
in the accrual of revenues for one issue in the first and third quarters of the
fiscal year and the accrual of revenues for two issues in the second and fourth
quarters of the fiscal year. The publication schedule is subject to revision
without notice. In order to facilitate Year 2000 compliance, the Company
intends to accelerate publication of the February/March 2000 edition of Girls'
Life to December 1999. See "Year 2000 Disclosure."
RESULTS FOR THE SECOND QUARTER OF FISCAL YEAR 2000 AND 1999
Sales of the Publishing division in the second quarter of fiscal 2000 increased
by $92,000 or 6% from the second quarter of fiscal 1999. The increase in sales
of the Publishing division relates primarily to the increase in subscription and
advertising income for the second quarter.
Cost of goods sold as a percent of sales was 58% in the second quarter of fiscal
2000 compared to 49% in the second quarter of fiscal 1999. The increase in
fiscal 2000 was primarily due to increased shipping and deliverly expenses and
labor costs for additional personnel in the publishing division and additional
labor costs charged to Girls' Life as a result of the closing of the games and
printing and envelope divisions.
Gross profit decreased by $88,000 or 12% during the second quarter of fiscal
2000 compared to the second quarter of fiscal 1999. Gross margin was 42%
during the second quarter of fiscal 2000 as compared to 51% during the second
quarter of fiscal 1999.
Selling, general and administrative expenses as a percentage of sales were 10%
for the second quarter of fiscal 2000 and 17% for the second quarter of fiscal
1999. The decrease in fiscal 2000 was primarily due to less advertising and
promotional expenses for the second quarter of fiscal 2000 as compared to the
second quarter of fiscal 1999 and an increase in corporate overhead charged to
the publishing division as a result of the closing of the games and printing and
envelope divisions.
Other income increased $60,000 in the second quarter of fiscal 2000 compared to
the second quarter of fiscal 1999. The increase was primarily due to the
increase in interest income and sale of equipment.
Discontinued operations had no gains or losses from the games division for the
second quarter of fiscal 2000 because the games division was sold to Hasbro,
Inc. in October 1998. Operating losses for the printing and envelope division
was $255,000 for the second quarter of fiscal 2000 as compared to $124,000 for
the second quarter of fiscal 1999. Additional costs of $50,000 primarily for
rent was charged to discontinued operations during the second quarter of fiscal
2000 for estimated losses on disposal of the printing and envelope and games
divisions for costs thatwere and will be incurred with the closing of both the
printing and envelope and games divisions.
RESULTS FOR THE FIRST SIX MONTHS OF FISCAL YEAR 2000 AND 1999
Sales of the Publishing Division during the six months of fiscal 2000 increased
by $198,000 or 10% from the six months of fiscal 1999. The increase in sales of
the Publishing division relates primarily to the increase in promotions and
direct mailing advertising of the magazine and increased revenue revenue from
newsstand sales and advertising.
Cost of goods sold as a percent of sales was 65% during the six months of fiscal
2000 compared to 59% in the six months of fiscal 1999. The increase in fiscal
2000 was primarily due to increased shipping and delivery expenses and
increased labor costs for additional personnel in the publishing division and
additional labor costs charged to Girls' Life as a result of the closing of the
games and printing and envelope divisions.
Gross profit decreased by $31,000 or 4% during the six months of fiscal 2000
compared to the six months of fiscal 1999. Gross margin was 35% during the six
months of fiscal 2000 compared to 41% during the six months of fiscal 1999.
Selling, general and administrative expenses as a percentage of sales were 14%
for the six months of fiscal 2000 and 15% for the six months of fiscal 1999.
The decrease in fiscal 2000 was primarily due to decreased advertising and
promotional expenses and an increase in corporate overhead charged to the
publishing division as a result of the closing of the games and printing and
envelope divisions.
Other income increased $160,000 during the six months of fiscal 2000 compared to
the six months of fiscal 1999. The increase was due primarily to the increase
in interest income and sale of equipment.
Discontinued operations had no gains or losses from the games division for the
six months of fiscal 2000 because the games division was sold to Hasbro, Inc. in
October 1998. Operating losses for the printing and envelope division was
$677,000 for the six months of fiscal 2000 as compared to $268,000 for the six
months of fiscal 1999. Additional costs of $395,000 primarily for rent and
wages were charged during the six months of fiscal 2000 for estimated losses on
disposal of the printing and envelope division for costs that were and will be
incurred with the closing of the printing and envelope division.
LIQUIDITY AND CAPITAL RESOURCES
At October 31, 1999, the Company has cash and cash equivalents of approximately
$7,154,000 a decrease of $167,000 from the amount at April 30, 1999. The
decrease resulted primarily from cash used in operations of $173,000. The
Company's cash and cash equivalents are subject to variation based upon the
timing of receipts and the payment of payables.
On November 2, 1999, remaining inventories from the printing and envelope
division and remaining equipment from the printing and envelope division and the
games division was auctioned off. Net proceeds received from the sale of the
inventories and equipment was $738,000.
At October 31, 1999, the Company has no debt with third party lenders.
<PAGE>
YEAR 2000 DISCLOSURE
As the Year 2000 approaches, existing software programs and operating systems
must be reviewed to determine if they can accommodate information that employs
dates after December 31, 1999. As of October 31, 1999, the Company has incurred
direct Year 2000 compliance costs of approximately $35,000, to cover assessment
of systems, internal testing, training, and replacement and modification of
existing systems. The Company's Year 2000 compliance costs consist of software,
consulting time, employee time and new and upgraded hardware. The Company has
completed its Year 2000 program during the second quarter of fiscal 2000.
Management hired an independent consultant to establish and implement a plan to
address the Company's software and operating systems issues for the Year 2000.
The Company's plan included assessment, remediation and renovation and testing.
The Company has completed the assessment phase which includes the identification
of critical and non-critical operating systems and external interfaces with
third-party computer systems and a survey of the majority of the Company's
vendors concerning Year 2000 compliance. Responses from vendors have generally
indicated that such vendors expect to be Year 2000 compliant. The Company
completed the remediation and renovation phase with the purchase of hardware and
software to replace critical and non-critical operating systems that would
likely be affected by the Year 2000 issue. The replacement hardware and
software was off-the-shelf, Gateway based, products from Intuit and Microsoft
which, based upon manufacturer information, management believes are less
susceptible to Year 2000 issues. The Company has completed its work with its
hardware and software vendors and other third parties.
The Company has not identified a cost-effective Year 2000 contingency plan
beyond confirming its ability to shift its business to alternative vendors and
service providers. The Company uses one major vendor for the printing and
mailing of Girls' Life magazine, but based on documentation and discussions with
the vendor, management does not expect a disruption of service due to the Year
2000 issue. The Company believes that other vendors of printing and mailing
services could meet the needs of Girls' Life if necessary.
While the Company believes that it is taking prudent and necessary action to
comply with Year 2000 requirements, there can be no assurance that the Year 2000
issue will not result in information or communications systems interruptions.
Such interruptions, if of significant duration, could be expected to have a
material adverse effect on the Company's business, financial condition, results
of operations and business prospects.
Although the Compamy does not expect any Year 2000 problems with the printing
and mailing of its magazines, as a precaution, the February/March 2000 issue of
Girls' Life magazine will be printed and mailed during December 1999.
<PAGE>
PART II. OTHER INFORMATION
ITEMS 1 THROUGH 5
NONE / NOT APPLICABLE
ITEM 6. EXHIBITS AND REPORTS FOR FORM 8-K
(a) Exhibits
Number Description
------ -----------
27. Financial Data Schedule
(b) Reports on Form 8-K
No reports have been filed on Form 8-K during this
quarter.
<PAGE>
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Date December 15, 1999 /s/ A. Eric Dott
----------------- -------------------------------
A. Eric Dott
Chairman of the Board
Date December 15, 1999 /s/ A. Eric Dott
----------------- -------------------------------
A. Eric Dott
Chairman of the Board
(Principal Executive Officer)
Date December 15, 1999 /s/ Marshall Chadwell
----------------- -------------------------------
Marshall Chadwell, Controller
Chief Financial Officer
(Principal Accounting and
Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CAPTION>
EXHIBIT 27 - FINANCIAL DATA SCHEDULE
The schedule contains summary financial information extracted from Monarch
Services, Inc.'s unaudited financial statements for the period ended October 31,
1999, and is qualified in its entirety by reference to such financial statements
and the notes thereto.
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> Apr-30-2000
<PERIOD-START> May-01-1999
<PERIOD-END> Oct-31-1999
<CASH> 7,154
<SECURITIES> 0
<RECEIVABLES> 446
<ALLOWANCES> (132)
<INVENTORY> 0
<CURRENT-ASSETS> 7,645
<PP&E> 743
<DEPRECIATION> 502
<TOTAL-ASSETS> 8,078
<CURRENT-LIABILITIES> 1,614
<BONDS> 0
0
0
<COMMON> 527
<OTHER-SE> 3,378
<TOTAL-LIABILITY-AND-EQUITY> 8,078
<SALES> 2,127
<TOTAL-REVENUES> 2,315
<CGS> 1,376
<TOTAL-COSTS> 1,674
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 641
<INCOME-TAX> 218
<INCOME-CONTINUING> 423
<DISCONTINUED> (702)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (279)
<EPS-BASIC> (.17)
<EPS-DILUTED> (.17)
</TABLE>
