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UNITED STATES
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 quarterly period ended March 31, 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 Number: 0-9725
AURORA ELECTRONICS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 75-1539534
- ------------------------------------------------ ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2030 MAIN STREET, SUITE 1120, IRVINE, CALIFORNIA 92714
- ------------------------------------------------ ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 660-1232.
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(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 [ ]
Indicated below is the number of shares outstanding of each class of
the registrant's common stock, as of April 30, 1996:
Title of Each Class of Common Stock Number Outstanding
----------------------------------- ------------------
Common Stock, $0.03 par value 5,736,979 shares
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INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1996 and September 30, 1995 3
Consolidated Statements of Operations for the Three and Six Months
Ended March 31, 1996 and April 2, 1995 4
Consolidated Statements of Cash Flows for the Three and Six Months
Ended March 31, 1996 and April 2, 1995 5
Notes to Unaudited Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
PART II. OTHER INFORMATION 11
Item 6 Exhibits 11
Signatures 12
Index to Exhibits 13
</TABLE>
2
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AURORA ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
March 31, September 30,
1996 1995
--------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,844 $ 81
Trade receivables, net 12,320 15,828
Inventories 4,345 4,021
Deferred income taxes 500 1,532
Other current assets 1,097 516
- ----------------------------------------------------------------------------------------
Total current assets 20,106 21,978
Property, plant and equipment, net 5,996 5,752
Deferred income taxes - 2,202
Intangible and other assets 50,058 50,784
- ----------------------------------------------------------------------------------------
$ 76,160 $ 80,716
========================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,346 $ 6,700
Accounts payable 11,116 8,105
Accrued compensation 2,539 2,021
Accrued interest 467 920
Current portion of reserve for discontinued operations 1,569 1,569
Other current liabilities 2,071 2,467
- ----------------------------------------------------------------------------------------
Total current liabilities 19,108 21,782
Reserve for discontinued operations 1,967 2,504
Long-term debt 23,330 44,092
Redeemable convertible preferred stock 40,000 -
Stockholders' equity:
Common stock, 10,484 shares issued (8,062 shares at
September 30, 1995) 315 242
Additional paid-in capital 60,436 61,932
Accumulated deficit (52,343) (44,683)
Treasury stock, at cost, 4,747 shares (561 shares at
September 30, 1995) (16,653) (5,153)
- ----------------------------------------------------------------------------------------
Total stockholders' equity (8,245) 12,338
- ----------------------------------------------------------------------------------------
$ 76,160 $ 80,716
========================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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AURORA ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
------------------------ ----------------------
March 31, April 2, March 31, April 2,
1996 1995 1996 1995
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Net revenues $28,251 $37,707 $58,171 $75,468
Cost of sales 20,940 28,505 42,868 56,275
- ------------------------------------------------------------------------------------------------------------------
Gross profit 7,311 9,202 15,303 19,193
Selling, general and administrative expenses 7,197 7,123 13,444 13,789
Amortization of intangible assets 366 427 731 855
- ------------------------------------------------------------------------------------------------------------------
Operating income (loss) (252) 1,652 1,128 4,549
Interest expense (3,485) (1,381) (4,736) (2,728)
Other income (expense), net (21) - 1 (89)
- ------------------------------------------------------------------------------------------------------------------
Income (loss) before provision for income taxes (3,758) 271 (3,607) 1,732
Provision for income taxes 3,405 22 3,450 606
- ------------------------------------------------------------------------------------------------------------------
Net income (loss) $(7,163) $ 249 $(7,057) $ 1,126
==================================================================================================================
Net income (loss) per share of common stock $ (1.14) $ 0.03 $ (0.87) $ 0.14
==================================================================================================================
Weighted average number of common and
common equivalent shares 6,297 8,095 8,147 8,078
==================================================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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AURORA ELECTRONICS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
--------------------------
March 31, April 2,
1996 1995
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (7,057) $ 1,126
Adjustments to reconcile net income to
net cash flows from continuing operations:
Depreciation and amortization 2,772 1,841
Changes in assets and liabilities, net of acquisitions:
Trade receivables, inventories and other assets 2,702 (1,037)
Accounts payable and other liabilities 3,228 (1,865)
Accrued interest and income taxes deferred,
receivable or payable 2,729 305
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Net cash flows from continuing operations 4,374 370
Net cash flows from discontinued operations (537) (502)
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Net cash flows from operating activities 3,837 (132)
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CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment (1,096) (566)
Proceeds from sales of marketable securities - 1,171
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Net cash flows from investing activities (1,096) 605
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CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on debt (19,310) (2,168)
Sale of redeemable preferred shares 37,746 -
Purchases of treasury stock (12,271) -
Changes in borrowings under line of credit (7,143) 423
- -----------------------------------------------------------------------------------------------
Net cash flows from financing activities (978) (1,745)
- -----------------------------------------------------------------------------------------------
Net change in cash and cash equivalents 1,763 (1,272)
Cash and cash equivalents at beginning of period 81 1,539
- -----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 1,844 $ 267
===============================================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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AURORA ELECTRONICS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except share data)
NOTE A. BASIS OF PRESENTATION
In the opinion of management, the accompanying balance sheets and
related interim statements of operations and cash flows include all adjustments
(consisting only of normal recurring items) necessary for their fair
presentation. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities,
revenues, and expenses. Actual results could differ from those estimates.
Interim results are not necessarily indicative of results for a full year.
Certain information in footnote disclosure normally included in
financial statements has been condensed or omitted in accordance with the rules
and regulations of the Securities and Exchange Commission. The information
included in this Form 10-Q should be read in conjunction with Management's
Discussion and Analysis and financial statements and notes thereto included in
the Aurora Electronics, Inc. 1995 Annual Report on Form 10-K (as Amended).
NOTE B. EARNINGS PER SHARE OF COMMON STOCK
Earnings per share of common stock is based upon the weighted average
number of common and common equivalent shares outstanding. Outstanding stock
options and warrants are treated under the treasury stock method as common
stock equivalents when dilution results from their assumed exercise. The
Company's Redeemable Convertible Preferred Stock issued on March 29, 1996 in
connection with the Recapitalization (see Note D. Recapitalization), 7-3/4%
Convertible Subordinated Debentures due April 15, 2001, and 7% Subordinated
Convertible Promissory Notes (the "7% Notes") due September 30, 1997, were not
common stock equivalents at the time of issuance and are therefore not included
in the calculation of primary earnings per share. Fully diluted net earnings
per share is not presented due to its anti-dilutive effect.
NOTE C. INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1996 1995
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<S> <C> <C>
Spare and repair parts $ 581 $ 535
Work in process 274 253
Finished goods and purchased product 3,490 3,233
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Total inventories $4,345 $4,021
====== ======
</TABLE>
NOTE D. RECAPITALIZATION
On March 29, 1996, the Company completed its comprehensive plan to
recapitalize (the "Recapitalization") the Company, pursuant to which the
Company (a) sold (i) 400,000 shares of Redeemable Convertible Preferred Stock,
$.01 par value (the "Convertible Preferred Stock"), to Welsh, Carson, Anderson
& Stowe VII, L.P. ("WCAS VII") and certain other investors for an aggregate
purchase price
6
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of $40,000 and (ii) 607,211 shares of Common Stock, along with a
$10,000 10% Senior Subordinated Note due September 2001, to WCAS Capital
Partners II, L.P. ("WCAS CP II") for an aggregate purchase
price of $10,000, (b) established a new $35,000, senior credit facility with
Chemical Bank, N.A. pursuant to a Credit Agreement dated March 29, 1996, and
(c) repurchased 4,268,334 shares of the Company's Common Stock, $.03 par value
(the "Common Stock") at $2.875 per share pursuant to a tender offer for up to
6,500,000 shares of Common Stock. New funds raised as part of the
Recapitalization were used to provide financing for the tender offer, to repay
in full the Company's existing senior bank indebtedness of approximately
$26,000, and to redeem its 9-1/4% Senior Subordinated Notes of approximately
$9,300. After giving effect to the Recapitalization transactions, including
the tender offer, and assuming conversion of the Convertible Preferred Stock,
as of March 29, 1996, the Company would have had 24,460,891 shares of Common
Stock outstanding, 17,496,470 of which is beneficially owned by WCAS VII and
WCAS Information Partners on an "as-converted" basis and 607,211 of which is
beneficially owned by WCAS CP II. In the aggregate, WCAS VII, WCAS Information
Partners, WCAS CP II and their affiliates beneficially own approximately 76.4%
of the Company's issued and outstanding Common Stock on an "as-converted
basis".
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (In thousands)
OVERVIEW
Aurora Electronics, Inc. (the "Company") provides spare parts
distribution and electronics recycling services, assisting major computer
manufacturers and field service organizations in supporting the worldwide
computer installed base. Aurora operates worldwide, with facilities in the
United States, Canada, the United Kingdom and the Netherlands.
In the third quarter of fiscal 1995, the Company initiated, and
subsequently completed a corporate reorganization focusing the Company on the
businesses which were determined to have the highest growth potential -- spare
parts distribution and electronics recycling and asset recovery -- and
eliminated unprofitable or non-strategic business activities. The Company
currently operates through two divisions; its Century Division ("Century"),
which is a leading provider of spare parts distribution and related services
for the computer maintenance market; and through its Asset Recovery Services
Division ("ARS"), which management believes is the world's largest supplier of
integrated circuit ("IC") recycling and recovery services.
In the second quarter of fiscal 1996, the Company completed the
Recapitalization (see Note D. Recapitalization).
COMPARATIVE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND
APRIL 2, 1995
Net revenues for the second quarter of fiscal 1996 were $28,251 as
compared to $37,707 in net revenues for the second quarter of fiscal 1995. The
Company's decrease in revenues is primarily due to the discontinuation of the
Premier Division during the third quarter of fiscal 1995. Excluding the
Premier Division, net revenues for the second quarter of fiscal 1996 increased
12.3% over the same quarter a year ago. The Company's Century Division (spare
parts distribution) had revenue growth of 21.7% over the same quarter a year
ago, reflecting continued penetration of major computer OEM and third-party
maintenance service customers. The Company's ARS Division (electronics
recycling) revenues decreased 2.8% over the same quarter a year ago, primarily
as a result of a 30.9% decline in average dynamic random access memory ("DRAM")
selling prices due to a substantial industry wide
7
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decline in pricing for semiconductor memory products during the second fiscal
quarter of 1996, offset in part by a 49.1% increase in DRAM unit volume.
Gross profit for the second quarter of fiscal 1996 was $7,311 (25.9%
of net revenues), as compared to $9,202 in gross profit (24.4% of net revenues)
for the second quarter of fiscal 1995. The decrease in gross profit was due
primarily to discontinued operation of the Premier Division ($1,465) and a
decrease in the ARS Division of approximately $949 in gross profit as compared
to the same quarter a year ago due to the decline in the DRAM prices as
discussed above.
Selling, general and administrative ("SG&A") expenses for the second
quarter of fiscal 1996 were $7,197 (25.5% of net revenues), as compared to
$7,123 (18.9% of net revenues) for the second quarter of fiscal 1995. Included
in the SG&A expenses for the fiscal 1996 quarter were approximately $725 in one
time charges related to the Recapitalization completed on March 29, 1996 and
significant increases in expenditures related to information systems in the
Century Division. The increase in the SG&A expenses as a percent of revenue is
due to the discontinuation of the Premier Division and the decline in DRAM
prices.
Amortization expense for the second quarter of fiscal 1996 was $366
compared to $427 for the second quarter of fiscal 1995. The decrease was due
to the write-off in the third quarter of fiscal 1995 of goodwill related to the
acquisition of FRS, Inc.
Net interest expense for the second quarter of fiscal 1996 was $3,485
or 12.3% of revenues as compared to $1,381 or 3.7% of revenues for the second
quarter of fiscal 1996. The interest expense for the quarter includes
approximately $2,242 of one-time charges related to the early payment of
indebtedness in connection with the Recapitalization. These one-time charges
include approximately $1,070 of previously capitalized financed charges, $917
of interest, fees, and expenses due to the Company's previous lenders and $256
relating to the 9 1/4% Senior Subordinated Notes.
Provision for income taxes for the second quarter of fiscal 1996 was
$3,405 or 12.1% of revenue as compared to $22 or .1% of revenues for the second
quarter of fiscal 1995. This provision includes the increase of the deferred
income tax valuation allowance in the amount of $3,652 due to management's
determination that the deferred tax asset will not be fully realized.
Management reached this conclusion as a result of the limitation in the
utilization of the Company's net operating loss carryforwards caused by the
change of ownership pursuant to the Recapitalization.
Net loss for the second quarter was $7,163, as compared to net income
of $249 for the second quarter of fiscal 1995. The loss was attributable
primarily due to approximately $6,620 of one-time charges incurred in the
quarter due to the Recapitalization and the decrease in profitability in the
ARS Division due to the decline in DRAM prices.
COMPARATIVE RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND
APRIL 2, 1995
Net revenues for the first two quarters of fiscal 1996 were $58,171 as
compared to $75,468 for the first two quarters of fiscal 1995. The Company's
decrease in revenues is due primarily to the discontinuation of the Premier
Division ($26,108) during the third quarter of fiscal 1995. Excluding the
Premier Division, net revenues for the six months ended March 31, 1996
increased 17.9% over the comparable period in fiscal 1995. The increase was
due primarily to the 24.0% growth in the Century Division.
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Gross profit for the first two quarters of fiscal 1996 was $15,303
(26.3% of net revenues), as compared to $19,193 in gross profit for the
comparable period last year (25.4% of net revenues). The decrease in gross
profit was due primarily to the discontinued operation of the Premier Division
($3,747) and a decrease in the ARS Division of approximately $933 in gross
profit as compared to the same quarter a year ago due to the decline in the
DRAM prices as discussed above.
SG&A expenses for the first two quarters of fiscal 1996 were $13,444
or 23.1% of revenues, as compared to $13,789 or 18.3% for the comparable fiscal
1995 period. Included in the SG&A expenses for the first two quarters of
fiscal 1996 were approximately $725 in one time charges related to the
Recapitalization completed on March 29, 1996 and significant increases in
expenditures related to information systems in the Century Division. The
increase of the SG&A expenses as a percentage of revenue was due to the
discontinuation of the Premier Division and the decline in DRAM prices.
Amortization expense for the first two quarters of fiscal 1996 was
$731, or 1.3% of revenue, as compared to $855, or 1.1% for the comparable 1995
period. The decrease was due to the write-off in the third quarter of fiscal
1995 of goodwill related to the acquisition of FRS, Inc.
Net interest expense for the first two quarters of fiscal 1996 was
$4,736 or 8.1% of revenues as compared to $2,728 or 3.6% of revenues for the
comparable 1995 period. The interest expense for the first six months includes
approximately $2,242 of one-time charges related to the early payment of
indebtedness in connection with the Recapitalization. These one-time charges
include approximately $1,070 of previously capitalized financed charges, $917
of interest, fees, and expenses due to the Company's previous lenders and $256
relating to the 9 1/4% Senior Subordinated Notes.
Provision for income taxes for the first two quarters of fiscal 1996
was $3,450 or 5.9% of revenue as compared to $606 or .8% for the comparable
1995 period. This provision includes the increase of the deferred income tax
valuation allowance in the amount of $3,652 due to management's determination
that the deferred tax asset will not be fully realized. Management reached
this conclusion as a result of the limitation in the utilization of the
Company's net operating loss carryforwards caused by the change of ownership
pursuant to the Recapitalization.
Net loss for the first two quarters of fiscal 1996 was $7,057 as
compared to net income of $1,126 or 1.5% for the comparable fiscal 1995 period.
The loss was attributable primarily due to approximately $6,620 of one-time
charges incurred in the second quarter of fiscal 1996 due to the
Recapitalization and the decrease in profitability in the ARS Division due to
the decline in DRAM prices.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary requirements for capital are directly related to
its levels of accounts receivable, inventories, additions to its property and
equipment, and required debt principal payments. The Company's working capital
was $998 as of March 31, 1996 compared to $196 as of September 30, 1995.
On March 29, 1996, the Company completed the Recapitalization of the
Company (see Note D Recapitalization) (the "Recapitalization"). In conjunction
with the Recapitalization, the Company entered into a new $35,000 senior credit
facility with Chemical Bank, N.A. pursuant to a Credit Agreement dated March
29, 1996. The facility consists of a $15,000 Senior Secured Asset Based
Revolving Credit ("Working Capital Revolving Credit") and a $20,000 Senior
Secured Reducing Revolving Credit ("Reducing Revolving Credit"). The purpose
of the Working Capital Revolving Credit is to fund ongoing
9
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working capital needs. Funds are available based on a percentage of eligible
accounts receivables and inventory. The Reducing Revolving Credit is to be
used for (i) approved acquisitions, (ii) regularly scheduled payments due under
the Subordinated Notes, and (iii) other payments as mutually agreed upon in the
Credit Agreement. As of March 31, 1996, the Company has drawn down $3,000 on
the Reducing Revolving Credit. The facilities bear interest at a rate of
either LIBOR + 2.75% or prime rate + 1.25%, at the Company's option. All
indebtedness of the Company under the Credit Agreement is secured by
substantially all of the assets of the Company, and the Company is subject to a
number of restrictions including covenants relating to Company's financial
performance and various other limitations on the Company's activities.
As a consequence of the Recapitalization, the Company repaid in full
the Company's existing senior bank indebtedness of approximately $26,000 and
redeemed its 9-1/4% Senior Subordinated Notes of approximately $9,300.
Other than the funds for the remaining discontinued operations and the
Company's continued investment in the information systems at the Century
division, the Company had no material capital commitments at March 31, 1996.
Management believes existing cash on hand, funds generated from
operations, and funds available under its credit facilities will be sufficient
to meet the operating requirements for the next twelve months. The Company's
cash and credit facilities are managed in order to be available for strategic
investment opportunities.
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PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>
Item Page
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<S> <C> <C>
(a)(1) Exhibit 11 -- Computation of Per Share Earnings 14
(a)(2) Exhibit 27 -- Financial Data Schedule 15
(a)(3) Form 8-K, dated March 29, 1996 (reporting change of
control of Registrant)
</TABLE>
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
AURORA ELECTRONICS, INC.
May 6, 1996 By: /s/ JOHN P. GRAZER
------------------------------------
John P. Grazer,
Senior Vice President-Finance
and Administration and Chief
Financial Officer (Principal
Accounting and Financial Officer)
12
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Item Description of Exhibits Page
- ---------- -------------------------------------------------------- ----
<S> <C> <C>
Exhibit 11 Computation of Per Share Earnings 14
Exhibit 27 Financial Data Schedule -- Article 5 of Regulation S-X 15
</TABLE>
13
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EXHIBIT 11
AURORA ELECTRONICS, INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------- ---------------------
March 31, April 2, March 31, April 2,
1996 1995 1996 1995
-------- ------- -------- -------
<S> <C> <C> <C> <C>
Net income (loss) $(7,163) $ 249 $(7,057) $1,126
======= ====== ======= ======
ADJUSTED NUMBER OF COMMON SHARES
Weighted average shares outstanding 5,702 7,780 7,552 7,780
Incremental shares for exercise of stock
options and warrants and common stock
issuable 595 315 595 298
------- ------ ------- ------
Adjusted number of common shares 6,297 8,095 8,147 8,078
======= ====== ======= ======
Net earnings (loss) per common share $ (1.14) $ 0.03 $ (0.87) $ 0.14
======= ====== ======= ======
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,844
<SECURITIES> 0
<RECEIVABLES> 12,320
<ALLOWANCES> 0
<INVENTORY> 4,345
<CURRENT-ASSETS> 20,106
<PP&E> 9,604
<DEPRECIATION> 3,608
<TOTAL-ASSETS> 76,160
<CURRENT-LIABILITIES> 19,108
<BONDS> 0
40,000
0
<COMMON> 315
<OTHER-SE> (8,560)
<TOTAL-LIABILITY-AND-EQUITY> 76,160
<SALES> 28,251
<TOTAL-REVENUES> 28,251
<CGS> 20,940
<TOTAL-COSTS> 28,503
<OTHER-EXPENSES> 21
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,485
<INCOME-PRETAX> (3,758)
<INCOME-TAX> 3,405
<INCOME-CONTINUING> (7,163)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (7,163)
<EPS-PRIMARY> $(1.14)
<EPS-DILUTED> $(1.14)
</TABLE>
