SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)*
[ X] Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1996 or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ____________ to _____________
Commission File No 0-9253
REORGANIZED CONSUMAT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-0720128
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Post Office Box 9379, Richmond, Virginia
23227
(Address of principal executive offices)
(Zip Code)
(804) 746-4120
(Registrant's telephone number, including area code)
Not Applicable
(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
Check whether the issuer has filed all documents and reports required to be
filed by Section 12,13 or 15(d) of the Securities Exchange Act after the
distributions of securities under a plan confirmed by a court.
YES X NO
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Number of Shares
- ----------------------------- ---------------------
Common Stock, par value $1.00 1,010,000
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
INDEX
Page No.
Part I. Financial Information:
Item 1:
Balance Sheets................................................ 4
Statements of Income.......................................... 5
Statements of Cash Flows...................................... 7
Notes to Financial Statements................................. 8
Item 2:
Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations................ 11
Part II. Other Information
Item 1:
Legal Proceedings.............................................. 12
Item 6:
Exhibits and Reports on Form 8-K............................... 12
Signatures..................................................... 13
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
PART I. FINANCIAL INFORMATION
ITEM 1.
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
BALANCE SHEETS
<TABLE>
<CAPTION>
Successor Predecessor
--------- -----------
September 30, December 31,
ASSETS 1996 1995
---- ----
(Unaudited) (Audited)
<S> <C>
Current assets:
Cash and cash equivalents $ 775,615 $ 138,748
Accounts receivable (net of allowance for
doubtful accounts of $10,000 at September 30,
1996 and December 31, 1995) 732,704 528,213
Inventories 238,679 222,652
Prepaid expenses and other 92,359 87,201
------------- --------------
Total current assets 1,839,357 976,814
Property, plant and equipment, at cost,
net of accumulated depreciation and amortization 661,721 630,624
Note receivable from officer 19,028 38,000
Debt issuance costs, net of accumulated
amortization 87,758 27,244
Deferred income taxes, net 124,320
Reorganization value in excess of amount -
allocable to identifiable assets, net of
accumulated amortization 1,119,728 -
------------- --------------
$ 3,851,912 $ 1,672,682
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current maturities of long-term debt and capital
lease obligation $ 138,390 $ 64,611
Accounts payable 95,084 56,121
Accrued warranty expense 89,340 90,856
Other accrued expenses 185,355 266,555
------------- --------------
Total current liabilities 508,169 478,143
Liabilities subject to compromise 743,862
Senior debt 1,500,000 500,000
Long-term debt 94,753 -
Capitalized lease obligation 521,602 576,750
Stockholders' equity (deficit)
Common stock, $1 par value: authorized 5,000,000 shares;
issued 1,010,000 at September 30, 1996 and
authorized 3,333,333 shares; issued 1,564,699 at
December 31, 1995 1,010,000 4,694,097
Capital in excess of par value - 5,208,958
Retained earnings (deficit) 217,388 (10,529,128)
------------- --------------
Total stockholders' equity (deficit) 1,346,624 (626,073)
------------- --------------
$ 3,851,912 $ 1,672,682
============= ==============
</TABLE>
See accompanying notes.
Page 4
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Successor Predecessor
--------- -----------
Three Month Three Month
Period ended Period ended
September 30, September 30,
1996 1995
---- ----
<S> <C>
Revenues $ 1,345,507 $ 1,129,048
Cost of goods sold 896,519 816,670
------------- -------------
Gross profit 448,988 312,378
Selling, general and
administrative expenses 252,374 255,561
------------- -------------
Operating income 196,614 56,817
Other income (expense):
Investment income 10,719 1,617
Interest expense (71,601) (24,495)
Amortization expense (17,310) -
Other 781 546
------------- -------------
(77,411) (22,332)
------------- -------------
Income before income tax expense 119,203 34,485
Income tax expense 45,297 -
Net income $ 73,906 $ 34,485
=============== ===============
Earnings per common share:
Primary $0.06 $0.02
Fully diluted $0.05 $0.02
</TABLE>
See accompanying notes.
Page 5
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Successor Predecessor
--------- -----------
Period from Period from Nine Month
March 12 to January 1 to Period ended
September 30, March 11, September 30,
1996 1996 1995
---- ---- ----
<S> <C>
Revenues $ 3,063,893 $ 923,043 $ 3,397,146
------------- ----------- -------------
Cost of goods sold 1,993,367 706,309 2,552,762
Gross profit 1,070,526 216,734 844,384
Selling, general and
administrative expenses 548,048 177,710 727,611
------------- ----------- -------------
Operating income 522,478 39,024 116,773
Other income (expense):
Investment income 12,354 - 5,159
Interest expense (156,282) (47,193) (75,004)
Amortization expense (35,255) (1,805) -
Other 7,331 48,660 29,963
------------- ----------- -------------
(171,852) (338) (39,882)
------------- ----------- -------------
Income before reorganization items,fresh
start revaluation, income tax expense and
extraordinary item 350,626 38,686 76,891
Fresh start revaluation - 538,480 -
Income before income tax expense and
extraordinary item 350,626 577,166 76,891
Income tax expense 133,238 - -
Income before extraordinary item 217,388 577,166 76,891
Extraordinary item-gain on debt discharge - 9,907 -
------------- ----------- -------------
Net income $ 217,388 $ 587,073 $ 76,891
============== =========== ===============
Earnings per common share:
Primary $0.17 $0.38 $0.05
Fully diluted $0.15 $0.38 $0.05
</TABLE>
See accompanying notes.
Page 6
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Successor Predecessor
--------- -----------
Period from Period from Nine Month
March 12 to January 1 to Period ended
September 30, March 11, September 30,
1996 1996 1995
---- ---- ----
<S> <C>
Cash flows from operating activities
Net income $ 217,388 $ 587,073 $ 76,891
Adjustments to reconcile net income to
net cash provided by operating activities
Depreciation and amortization 71,761 18,011 120,644
Non cash compensation costs -- -- 2,000
Defered income taxes 125,722 -- --
Fresh start revaluation -- (538,480) --
Extraordinary item - gain on debt discharge -- (9,907) --
Changes in operating assets and liabilities
net of non-cash transactions:
Accounts receivable 380,052 (584,543) (70,293)
Inventories (65,531) 49,504 6,649
Other current assets (219) (4,939) (20,390)
Accounts payable 51,238 (12,275) (78,302)
Other current liabilities (206,098) 127,274 (19,137)
--------- --------- ---------
Net cash provided by (used in) operating activities 574,313 (368,282) 18,062
--------- --------- ---------
Reorganization activities:
Sale of new stock -- 39,000 --
Net payment of liabilities subject to compromise -- (342,889) --
--------- --------- ---------
Net cash used in reorganization activities -- (303,889) --
--------- --------- ---------
Cash flows from investing activities:
Purchase of property, plant and equipment (83,809) -- --
Cash flows from financing activities
Proceeds from senior debt net -- 931,135 --
Proceeds from other borrowings 16,000 -- 99,002
Repayments on borrowings/capital lease obligations (91,105) (37,496) (126,818)
--------- --------- ---------
Net cash provided by (used in) financing activities (75,105) 893,639 (27,816)
--------- --------- ---------
Net increase in cash and cash equivalents 415,399 221,468 (9,754)
Cash and cash equivalents at beginning of period 360,216 138,748 59,183
Cash and cash equivalents at end of period $ 775,615 $ 360,216 $ 49,429
========= ========= =========
</TABLE>
See accompanying notes.
Page 7
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC
NOTES TO FINANCIAL STATEMENTS
1. The accompanying unaudited financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles ("GAAP") have been condensed or omitted
pursuant to such rules and regulations. The Company believes that the
disclosures made herein are adequate and that the information presented
is not misleading. In the opinion of management, all adjustments
necessary for a fair statement of the results of operations and financial
position for the periods presented have been made (and any such
adjustments are of a normal recurring nature). These financial statements
should be read in conjunction with the financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995 filed with the Securities and Exchange
Commission.
2. As discussed in the Company's Annual Report on Form 10-KSB for the period
ended December 31, 1995, the Company's Second Amended Plan of
Reorganization, as amended by a Modification to Second Amended Plan of
Reorganization (the "Plan") was confirmed by the Bankruptcy Court on
February 28, 1996. The effective date of the Plan was March 12, 1996 (the
"Effective Date"). See the Form 10-KSB for a detailed description of the
Plan provisions. The periods and dates prior to the Company's emergence
from its Chapter 11 bankruptcy proceeding are referred to as those of the
predecessor Company (the "Predecessor") while the period and dates
subsequent to its emergence are referred to as those of the successor
Company (the "Successor").
Pursuant to the American Institute of Certified Public Accountants'
Statement of Position ("SOP") 90-7, Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code, the Company adopted fresh start
reporting as of the Effective Date. Table 1 following these Notes to
Financial Statements reflects the Balance Sheet of the Company on March
12, 1996 after the effects of the Plan and the fresh start reporting are
shown. The retained earnings shown on the September 30, 1996 Balance
Sheet are the result of income generated subsequent to the Effective
Date.
In accordance with SOP 90-7, the accompanying financial statements have
been reformatted from prior periods to show the financial position and
results of operations of the Predecessor and Successor as if they were
separate entities. In addition, certain items related to the Company's
emergence from its Chapter 11 bankruptcy proceeding have been restated in
accordance with GAAP as follows. A deferred tax asset in the amount of
$250,042 was set up as of March 12, 1996 to reflect the expected use by
the Successor of the Predecessor's net operating loss ("NOL")
carryforwards. This resulted in a decrease of the "Reorganization value
in excess of amounts allocable to identifiable assets" account of a like
amount. The statements of income of the Successor have also been restated
to show a current income tax expense. The Company previously reported the
current income tax expense net of any tax benefit of NOL carryforwards
available. But, because the NOL carryforwards were generated by the
Predecessor, the Successor must report its full income tax expense. The
income tax benefit to the Successor is shown as a reduction in the
deferred tax asset discussed above. This results in a reduction in net
income as well as a corresponding reduction in earnings per share. Also,
the number of shares used in calculating primary earnings per share
("EPS") has been increased to reflect 250,000 shares subject to a warrant
granted to Sirrom Capital Corporation as part of the Plan which is
exercisable on or after March 31,1998.
3. The cash and cash equivalents balance at September 30, 1996 includes
$92,500 of restricted cash, pledged as collateral for a guarantee bond
issued in June, 1996 and maturing in December, 1997.
Page 8
<PAGE>
4. Earnings per share is calculated based on the weighted average number of
common and common equivalent shares outstanding during the period to the
extent the equivalents have a dilutive effect on earnings per common
share. The number of shares used in computing primary and fully diluted
earnings per share for the periods ended September, 30, 1996 was
1,260,000 and 1,485,000, respectively. The fully diluted number takes
into account an additional 225,000 shares which could be issued to Sirrom
Capital Corporation pursuant to a warrant granted as part of the
Company's financing agreements.
5. The inventory balance at September 30, 1996 includes raw materials of
$230,853 and work in process of $7,826. The inventory balance at December
31, 1995 included raw materials of $204,509 and work in process of
$18,143. Inventories used on contracts in progress are included in cost
of goods sold to accurately match the cost with the revenue recognized on
those contracts by the percentage of completion method of revenue
recognition.
6. Income taxes have been provided as follows in the accompanying statements
of income:
Period From
Three Months March 12 -
Ended Sept 30 Sept 30
------------- -------
Current
Federal $2,044 $6,013
State 511 1,503
Deferred
Federal 38,486 113,200
State 4,256 12,522
------------- ---------
$45,297 $133,238
Income taxes are provided at the applicable federal and state rates.
Only $6,013 of federal income tax is payable due primarily to utilization
of NOL carryforwards.
At September 30, 1996, the Company had NOL carryforwards of approximately
$3.8 million for federal income tax purposes. Such NOL carryforwards, if
not used as offsets to future taxable income, will expire beginning in
1996 and continuing through 2008. Certain of these NOL carryforwards
available for future utilization are limited as the result of a change in
ownership of the Company which occurred in 1992. In addition the company
has deferred tax assets which have arisen from temporary differences
between the tax basis of assets and liabilities and their reported
amounts in the financial statements. These differences are primarily
caused by fixed assets and accrued warranty expense.
In accordance with FAS 109, the Company has recognized the portion of
future benefits associated with the NOL's that management feels will more
likely than not be realized. This amount totals $250,042 and $128,120 as
of March 12, 1996 and September 30, 1996. A valuation allowance has been
set up against the remaining amount.
Page 9
<PAGE>
<TABLE>
TABLE 1
REORGANIZED CONSUMAT SYSTEMS, INC.
Balance Sheet
March 12, 1996
<CAPTION>
Pre Post Debt Exchange Issuance
Confirmation Confirmation Discharge of of New
Loan Stock Stock
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents $222,078 $ 462,055 $ (323,917)
Accounts receivable (net of allowance
for doubtful accounts of $10,000) 1,112,756
Stock subscription 17,633
Inventories 173,148
Prepaid expenses and other 74,507 0 0 0 0
--------- ------- -------- - ------
TOTAL CURRENT ASSETS 1,582,489 462,055 (323,917) 0 17,633
Property, plant and equipment, at cost
net of accumulated depreciation and amortization 614,418
Note receivable from officer 38,000 (18,972)
Debt issuance costs, net of accumulated amortization 56,359 37,945
Deferred income taxes, net
Reorganization value in excess of amounts
allocable to identifiable assets 0 0 0 0
2,291,266 500,000 (342,889) 0 17,633
--------- ------- -------- - ------
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
LIABILITIES
Current liabilities
Accounts payable 43,846
Other 570,114 (89,320)
Current portion of indebtedness 78,424 0 82,075 0 (21,367)
--------- ------- -------- - ------
TOTAL CURRENT LIABILITIES 692,384 0 (7,245) 0 (21,367)
Liabilities subject to compromise 627,149 (627,149)
Indebtedness
Senior debt 1,000,000 500,000
Long-term debt less current position 131,598
Capitalized lease obligation less current position 559,120
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock-old 4,694,097 (4,694,097)
Common stock-new 150,000 500,000 360,000
Capital in excess of par value 5,208,958 4,194,097 (321,000)
Retained earnings (10,490,442) 0 9,907
----------- ------- -------- - ------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) (587,387) 0 159,907 0 39,000
--------- ------- -------- - ------
$2,291,266 $500,000 ($342,889) $0 $17,633
========== ======== ========= == =======
<CAPTION>
Fresh Reorganized
Start Balance
Sheet
<S> <C>
ASSETS
Current Assets:
Cash and cash equivalents $360,216
Accounts receivable (net of allowance
for doubtful accounts of $10,000) 1,112,756
Stock subscription 17,633
Inventories 173,148
Prepaid expenses and other 0 74,507
TOTAL CURRENT ASSETS 0 1,738,260
Property, plant and equipment, at cost
net of accumulated depreciation and amortization 614,418
Note receivable from officer 19,028
Debt issuance costs, net of accumulated amortization 94,304
Deferred income taxes, net 250,042 250,042
Reorganization value in excess of amounts
allocable to identifiable assets 1,148,438 1,148,438
--------- ---------
1,398,480 3,864,490
========== ==========
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
LIABILITIES
Current liabilities
Accounts payable 43,846
Other 480,794
Current portion of indebtedness 0 139,132
--------- ---------
TOTAL CURRENT LIABILITIES 0 663,772
Liabilities subject to compromise 0
Indebtedness
Senior debt 1,500,000
Long-term debt less current position 131,598
Capitalized lease obligation less current position 559,120
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock-old 0
Common stock-new 1,010,000
Capital in excess of par value (9,082,055)
Retained earnings 10,480,535
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,398,480 1,010,000
--------- ---------
$1,398,480 $3,864,490
========== ==========
</TABLE>
Page 10
<PAGE>
REORGANIZED CONSUMAT SYSTEMS, INC.
PART I. FINANCIAL INFORMATION
ITEM 2 MANAGEMENTS DISCUSSION AND ANALYSIS OF UNAUDITED
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As was discussed in the Company's Annual Report on Form 10-KSB for the
year ended December 31, 1995, the Company began fiscal year 1996 operating as a
debtor-in-position in its Chapter 11 bankruptcy proceeding. The Company's
Chapter 11 reorganization plan, as amended (the "Plan"), was confirmed by the
Bankruptcy Court on February 28, 1996 and the Effective Date of the Plan was
March 12, 1996. As is discussed further in Note 2 to the Financial Statements,
the Company accounted for its reorganization using fresh start reporting. This
reporting allowed the Company to eliminate the retained deficit of the Company
as of the Effective Date and to restate the balance sheet at that time.
The effect of this reporting allowed the Company to emerge from its
Chapter 11 bankruptcy proceeding in a financial position stronger than its
financial position prior to the commencement of its Chapter 11 bankruptcy
proceeding.
In addition, the Company was able to obtain loans in the amount of
$1,500,000 from Sirrom Capital Corporation. The loan proceeds, received both
during and subsequent to the Chapter 11 bankruptcy proceeding, were used to
provide working capital for operations and to consummate the Plan.
The results of operations for the three month periods ended September
30, 1996 and 1995 have been presented as the Successor's and Predecessor's
respective historical results of operations because the adoption of fresh start
reporting occurred prior to the beginning of the September 30, 1996 period. To
facilitate a more meaningful comparison of the Company's year-to-date operating
performance, the following discussion of the results of operations is partially
presented on a combined basis for certain items for which the fresh start
reporting does not affect comparability.
The effects of the consummation of the Plan and the fresh-start
reporting allowed the Company to emerge from its Chapter 11 bankruptcy
proceeding with a working capital surplus of approximately $1,074,000 and a net
capital surplus of $1,010,000. At September 30, 1996, the Company had a working
capital surplus of $1,331,188 and a net capital surplus of $1,346,624.
3rd QUARTER 1996 - RESULTS OF OPERATIONS
The Successor earned $73,906 after taxes on revenues of $1,345,507 in
the third quarter of 1996. In the third quarter of 1995 the Predecessor earned
$34,485 on revenues of $1,129,048. The income before taxes for the third quarter
of 1996 was $119,203 as compared to $34,485 for the same period in 1995. As
discussed in Note 2 to the unaudited financial statements, the Successor
incurred income tax expense of $45,297 for 1996 as compared to $0 in 1995 due to
the current benefit of the use of the NOL carryforwards in 1995.
LIQUIDITY AND CAPITAL
Backlog was $1,995,760 and $3,110,000 at September 30, 1996 and
December 31, 1995, respectively.
Page 11
<PAGE>
RESULTS OF OPERATION 9/30/96
COMPARED WITH 9/30/95
Total combined (Predecessor plus Successor) revenues for the nine
months ended September 30, 1996 increased by $590,000 or 17.4%. Total cost of
operations increased by approximately $147,000 for the first nine months of
1996. This resulted in a gross margin for the first nine months of 1996 of 32.3%
compared to 24.9% for the same period in 1995. Selling, general and
administrative expenses decreased by approximately $1,900.
The combined operations for the nine months ended September 30 resulted
in income before extraordinary items and income taxes of $389,312 on revenues of
$3,986,936 in 1996 as compared to $76,891 on revenues of $3,397,146 in 1995. As
previously discussed, the Successor's net income for the period March 12 through
September 30 reports income tax expense of $133,238. Of this expense, only
approximately $7,500 is currently due as the remainder is offset by timing
differences ($3,800) and the use of the Predecessor's NOL carryforwards
($121,922).
The interest expense for the nine months ended September 30,1996 was
$203,475 as compared to $75,004 for the same period in 1995. The increase is the
result of the interest incurred on the $1.5 million of Senior debt incurred
during and subsequent to the bankruptcy proceeding.
GENERAL COMMENTS
Other items stated in the Company's Annual Report on Form 10-KSB for
the year ended December 31, 1995 are incorporated by reference.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
A description of legal proceedings for the quarter ended September 30,
1996 was previously reported in the Company's report on Form 10-KSB for the year
ended December 31, 1995.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
(i) Current report on Form 8-K dated October 18, 1996 concerning
"Item 4 - Change in Registrant's Certifying Accountant"
Page 12
<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 there unto duly authorized.
REORGANIZED CONSUMAT SYSTEMS, INC.
Registrant
Date: November 18, 1996 /s/ Robert L. Massey
---------------------------------
Robert L. Massey
Chief Executive Officer
Date: November 18, 1996 /s/ Mark E. Hills
---------------------------------
Mark E. Hills
Chief Financial Officer
Page 13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 776
<SECURITIES> 0
<RECEIVABLES> 743
<ALLOWANCES> 10
<INVENTORY> 239
<CURRENT-ASSETS> 1,839
<PP&E> 3,911
<DEPRECIATION> 3,288
<TOTAL-ASSETS> 3,852
<CURRENT-LIABILITIES> 508
<BONDS> 0
0
0
<COMMON> 1,010
<OTHER-SE> 217
<TOTAL-LIABILITY-AND-EQUITY> 3,852
<SALES> 3,064
<TOTAL-REVENUES> 3,064
<CGS> 1,993
<TOTAL-COSTS> 548
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 156
<INCOME-PRETAX> 350
<INCOME-TAX> 133
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 217
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.15
</TABLE>
