<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM 10-Q
/X/ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarter ended December 31, 1996, or
/ / Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-8138
TRITON GROUP LTD.
Incorporated in Delaware IRS Employer Identification No: 33-0318116
Principal Executive Offices: Telephone: (619) 231-1818
550 West C Street, Suite 1880
San Diego, California 92101
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes x No
---- ----
Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes x No
---- ----
The number of shares of Triton Group Ltd.'s $ .0001 par value common stock
outstanding as of February 12, 1997 was 21,553,502.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRITON GROUP LTD.
Condensed Consolidated Balance Sheet
(Unaudited) (In thousands)
December 31 March 31
1996 1996
----------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 9,839 $ 7,934
Other current assets 157 1,348
--------- --------
Total current assets 9,996 9,282
Investment in Mission West Properties 2,958 2,973
Other assets 2,614 2,628
--------- --------
$ 15,568 $ 14,883
--------- --------
--------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 915
Accrued liabilities $ 759 1,146
--------- --------
Total current liabilities 759 2,061
Other liabilities 2,637 2,887
Stockholders' equity:
Common stock 2 2
Additional paid-in capital 21,774 21,774
Accumulated deficit (9,604) (11,841)
--------- --------
12,172 9,935
--------- --------
$ 15,568 $ 14,883
--------- --------
--------- --------
See notes to condensed consolidated financial statements.
2
<PAGE>
TRITON GROUP LTD.
Condensed Consolidated Statement of Operations
(Unaudited) (In thousands except per-share data)
<TABLE>
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
DECEMBER 31 DECEMBER 31
--------------------- ---------------------
1996 1995 1996 1995
------ ------- ------- -------
<S> <C> <C> <C> <C>
General and administrative expenses $ (311) $(2,336) $(1,104) $(3,619)
Stock option and warrant compensation (1,384) (1,384)
------ ------- ------- -------
(311) (3,720) (1,104) (5,003)
Other income (expenses):
Net interest income (expense) 68 373 187 (781)
Equity in income (losses) of:
The Actava Group Inc. (7,355) (12,106)
Mission West Properties (5) 53 (15) 10
Gain on the sale of The Actava Group 39,496 39,496
Gain from La Jolla Insurance Co., Ltd. 3,232 3,232
Other 52 2,126 88 2,267
------ ------- ------- -------
Income before income taxes 3,036 30,973 2,388 23,883
Income tax (expense) benefit (148) 615 (151) 607
------ ------- ------- -------
Income from continuing operations 2,888 31,588 2,237 24,490
Income from discontinued operations 2,482 2,514
------ ------- ------- -------
Net income $ 2,888 $34,070 $ 2,237 $27,004
------ ------- ------- -------
------ ------- ------- -------
Per share:
Continuing operations $.13 $1.52 $.10 $1.21
Discontinued operations .12 .12
------ ------- ------- -------
Net income $.13 $1.64 $.10 $1.33
------ ------- ------- -------
------ ------- ------- -------
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
TRITON GROUP LTD.
Condensed Consolidated Statement of Cash Flows
(Unaudited) (In thousands)
Nine Months Ended
December 31
------------------
1996 1995
------ --------
Cash flows from operating activities:
Net income $2,237 $ 27,004
Adjustments to reconcile net loss to net
cash flows from operating activities:
Equity in losses 15 12,096
Stock option and warrant compensation 678
Gain on the sale of The Actava Group, Inc. (39,496)
Gain on the sale of Western Metal Lath (2,514)
Other operating activities 568 (2,629)
Discontinued operations (36)
------ --------
Net cash provided (used) by operating activities 2,820 (4,897)
------ --------
Cash flows from investing activities:
Proceeds from sale of subsidiaries 65,612
Other (2)
------ --------
Net cash provided by investing activities 65,610
------ --------
Cash flows from financing activities:
Repayment of long-term debt (915) (21,219)
Cash distribution to stockholders (31,596)
------ --------
Net cash used by investing activities (915) (52,815)
------ --------
Increase in cash and cash equivalents 1,905 7,898
Cash and cash equivalents at beginning of period 7,934 974
------ --------
Cash and cash equivalents at end of period $ 9,839 $ 8,872
------ --------
------ --------
See notes to condensed consolidated financial statements.
4
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE (a) - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. The operating results for
interim periods are not necessarily indicative of the results to be expected
for a full fiscal year. In the opinion of management, the information
furnished reflects all adjustments, consisting only of normal recurring
accruals, which are necessary for a fair statement of operating results for
the unaudited interim period.
The condensed consolidated financial statements have been prepared on a
going concern basis assuming continuity of operations and the realization of
assets and liquidation of liabilities in the ordinary course of business.
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 and liabilities, the disclosure of
contingent assets and liabilities at the financial statement date and the
reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
The condensed balance sheet of the Company at March 31, 1996 has been
derived from the audited balance sheet at that date. For further information,
refer to the consolidated financial statements and footnotes thereto included in
Triton's Annual Report on Form 10-K as of and for the year ended March 31, 1996.
Triton announced in August 1993 a plan to realize value for its
stockholders over a relatively short period of time in the form of either cash
or securities which, in the opinion of Triton's management, would be liquid and
fairly valued given the underlying assets. A number of transactions have
occurred since 1993 consistent with this strategy, including a distribution to
Triton's stockholders in December 1995 valued in the aggregate at $52 million
($2.54 per outstanding share of Triton Common Stock). Triton has no remaining
consolidated operations but owns 49% of Mission West Properties ("Mission
West") (see Note (c)), a publicly-traded real estate company, with a quoted
market value of $7.3 million at December 31, 1996, and 450,000 shares (with a
face value of $3.6 million) of Series A Convertible Preferred Stock of Ridgewood
Hotels, Inc. ("Ridgewood"), a diversified real estate company. At December 31,
1996, Triton also had $9.8 million in cash and held certain other miscellaneous
assets and liabilities. In December 1995, the Company retained an investment
banking firm to assist it in developing and evaluating proposals from potential
acquirors, acquisition candidates or merger partners.
On December 23, 1996, the Company announced that it had entered into a
definitive agreement to merge with Security Systems Holdings, Inc. ("SSH"), the
Orange, Connecticut-based
5
<PAGE>
parent of Alarmguard, Inc. ("Alarmguard"). The agreement calls for the
issuance of new shares of Triton to stockholders of SSH such that the
ownership of the combined entity would be divided 43% to Triton's current
stockholders and 57% to the current stockholders of SSH. The transaction
remains subject to certain customary conditions, including the affirmative
vote of the stockholders of both companies. It is expected that the
transaction will close in March 1997.
NOTE (b) - EARNINGS PER SHARE
The computation of earnings per share for the three and nine months ended
December 31, 1996 and 1995 is based upon the weighted average number of shares
outstanding during the applicable period, including dilutive stock options and
warrants. The average number of common shares and equivalents was 21,553,502
and 21,524,708, respectively, for the three and nine months ended December 31,
1996 and 20,733,233 and 20,298,069, respectively, for the three and nine months
ended December 31, 1995.
NOTE (c) - INVESTMENT IN MISSION WEST PROPERTIES
Triton currently owns 49% (represented by 676,050 common shares) of the
outstanding common stock of Mission West, a real estate company listed on the
American Stock Exchange. Mission West owned and managed ten commercial real
estate projects and one undeveloped land parcel. On July 1, 1996, Mission West
entered into a definitive agreement to sell substantially all of its real estate
assets for approximately $42 million. On October 14, 1996, Mission West
exercised a "fiduciary out" pursuant to this agreement and entered into a new
definitive agreement to sell all of its real estate assets for an aggregate
purchase price of $46.5 million. On December 6, 1996, Mission West issued a
"fiduciary out" pursuant to this second agreement and entered into a new
definitive agreement to sell all of its real estate for an aggregate purchase
price of $50.5 million.
The most recent agreement was approved by the stockholders of Mission West
on December 16, 1996 at a meeting held for such purpose. On January 20, 1997,
Mission West completed the sale of all but one of the properties under contract
and received gross cash proceeds of approximately $47.5 million before the
repayment of secured real estate obligations on such properties totaling
approximately $29 million. Mission West has the remaining property under
contract for $3 million and anticipates closing this sale in the near future.
At December 31, 1996, Triton's investment in Mission West was carried in
the consolidated balance sheet at $3 million and the quoted market value of
the Mission West common shares owned by Triton on such date was $7.3 million.
Triton accounts for this investment using the equity method of accounting and
its share of the earnings of Mission West are recorded on a one-month delayed
basis, enabling Triton to reflect the results of Mission West for its quarter
ended November 30, 1996 within Triton's third quarter ended December 31, 1996.
6
<PAGE>
Condensed unaudited income statement information for Mission West for the
nine months ended November 30, 1996 and 1995 is as follows (in thousands):
Nine Months Ended
November 30
---------------------
1996 1995
------ ------
Net revenues $5,638 $6,020
Costs and expenses 5,718 5,975
Operating income (loss) (80) 45
Net income (loss) (31) 20
NOTE (d) - INVESTMENT IN LA JOLLA INSURANCE CO., LTD.
La Jolla Insurance Co., Ltd. ("La Jolla"), a wholly owned subsidiary of
Triton, is a non-operating insurance captive domiciled in Bermuda. Prior to
1993, La Jolla provided certain insurance coverages, principally workers'
compensation and directors and officers insurance, for its parent corporation
and Triton's predecessor, Intermark, Inc., and certain of Intermark's
subsidiaries. In October 1992, Intermark and Triton filed for reorganization
under Chapter 11 of the United States Bankruptcy Code. At that time, the total
liabilities of La Jolla (including reserves established for the risks inherent
in the existing insurance policies) exceeded its assets by approximately
$500,000. Due to the La Jolla insolvency and the Chapter 11 filing of
Intermark, La Jolla was placed into a voluntary liquidation proceeding in
Bermuda to be managed by a liquidator for the benefit of its creditors. As a
result, La Jolla was deconsolidated from Intermark's financial statements in
fiscal 1993 and was carried at no value.
During the third quarter of fiscal 1997 it was determined that La
Jolla's assets, amounting to approximately $3.4 million, exceeded its total
liabilities. As a result, La Jolla emerged from the liquidation proceeding,
and operating control of La Jolla was transferred to Triton. Accordingly,
Triton has reconsolidated La Jolla, effective as of the beginning of the
third quarter of fiscal 1997. In December 1996, La Jolla reinsured its
remaining risks through the purchase of a three-year, $3 million tail
insurance policy from a commercial insurance carrier at a cost of
approximately $160,000. La Jolla then completed a $3.1 million cash dividend
to Triton. Triton's condensed consolidated statement of operations for the
three and nine months ended December 31, 1996 includes income of $3.2 million
from the consolidation of La Jolla and the resulting gain, net of the cost of
the reinsurance described above. The condensed consolidated balance sheet at
December 31, 1996 includes $169,000 of cash and $24,000 of accrued liabilities
attributable to La Jolla. Pursuant to the Bermuda Insurance Act, La Jolla is
required to maintain $120,000 of minimum capital.
7
<PAGE>
NOTE (e) - INCOME TAXES
Income taxes are determined and paid separately by Mission West whose
taxable earnings or losses cannot be offset against those of Triton.
At December 31, 1996, Triton had net operating loss ("NOL")
carryforwards for Federal tax purposes of approximately $45 million and
capital loss carryforwards of approximately $120 million. Due to the change
in ownership requirements of the Internal Revenue Code, as a result of the
Company's reorganization in 1993, all but approximately $10 million of these
loss carryforwards are either "pre-ownership change" or were built in at the
date of the ownership change and are subject to an annual combined limitation
of approximately $2.4 million. The capital loss carryforward is limited to
use against future capital gains only. If the full amount of the limitation
is not used in any year, the amount not used increases the allowable limit in
the subsequent year. As of March 31, 1996, for alternative minimum tax
purposes, Triton had fully utilized its post-ownership change NOL
carryforwards and the cumulative annual limitation for its pre-ownership
change NOL carryforwards. The NOL carryforwards expire between 2006 and 2011
if not used.
The Company has not recognized a financial statement benefit for its tax
loss carryforwards or any other deferred tax assets due to the uncertainty of
realizing the benefit of such assets in the future.
NOTE (f) - SUBSEQUENT EVENT
On February 5, 1997, the board of directors of Mission West declared a cash
dividend of $9.00 per share of Mission West common stock to stockholders of
record on February 19, 1997 payable on February 27, 1997. This will represent a
cash distribution to Triton of approximately $6.1 million.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
When used in this discussion, the words "believes", "anticipated" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties which could cause
actual results to differ materially from those projected. Readers are
cautioned not to place undue reliance on these forward-looking statements which
speak only as of the date hereof. The Company undertakes no obligation to
republish revised forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
Readers are also urged to carefully review and consider the various disclosures
made by the Company which attempt to advise interested parties of the factors
which affect the Company's business, as well as the Company's other periodic
reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange
Commission.
LIQUIDITY AND CAPITAL RESOURCES
BACKGROUND AND CORPORATE DIRECTION
Triton is an operating/holding company which has historically done business
through a number of operating subsidiaries in various industries. Triton
emerged from Chapter 11 bankruptcy in June 1993 and announced in August 1993
that its goal was to maximize the value of its remaining operating subsidiaries
and return such value to its stockholders in the form of either cash or liquid
securities. Refer to the Company's Annual Report on Form 10-K for the year
ended March 31, 1996 which addresses the progress that the Company made through
fiscal 1996 toward its goal since the emergence from Chapter 11 in 1993. On
November 1, 1995, the Board of Directors of the Company declared a special
distribution valued at approximately $2.54 per share consisting of $1.57 in cash
and .066 of a share of common stock of Metromedia International Group, Inc.
("Metromedia") for each outstanding share of Triton common stock. The special
distribution was completed on December 8, 1995.
While management has continued to focus on realizing value for Triton's
remaining assets, Triton announced in December 1995 that it had retained an
investment banking firm to assist the Company in developing and evaluating
proposals from potential acquirors, acquisition candidates or merger partners.
As discussed in Note (a) - Basis of Presentation to the Condensed Financial
Statements, the Company announced that on December 23, 1996 it had entered into
a definitive agreement to merge with SSH, the Connecticut-based parent of
Alarmguard. The accompanying condensed consolidated financial statements have
been prepared on a going concern basis assuming continuity of operations and the
realization of assets and liquidation of liabilities in the ordinary course of
business.
9
<PAGE>
CURRENT FINANCIAL POSITION
Triton's principal remaining holdings at December 31, 1996 consisted of
approximately $9.8 million of cash, a 49% interest in Mission West with a
quoted market value of $7.3 million at December 31, 1996, a preferred stock
interest in Ridgewood , and certain other assets and liabilities. As
described in Note (c) - Investment in Mission West Properties, and Note (f) -
Subsequent Event, Mission West sold substantially all of its real estate
assets in January 1997 and, on February 5, 1997, declared a cash distribution
of $9.00 per share of Mission West common stock payable on February 28, 1997.
This will represent a cash distribution to Triton of approximately $6.1
million. Triton's ability to realize the remaining value of its ownership in
the Mission West shares on a short-term basis is limited by, among other
things, market conditions and securities law restrictions.
Triton's preferred stock interest in Ridgewood has a face value of $3.6
million (450,000 shares with a redemption price of $8 per share) and is carried
in the Company's consolidated balance sheet at December 31, 1996 at $2 million.
Triton currently earns a quarterly dividend of $90,000 on this investment
(dividends have been paid through January 31, 1997) and the preferred stock is
redeemable at any time by Ridgewood at its face value plus accrued dividends.
The preferred stock is convertible by Triton at any time into 1,350,000
Ridgewood common shares, which would represent approximately 47% of the
Ridgewood common shares then outstanding. Management is currently evaluating
various alternatives for realizing the value of this asset.
The Company received definitive notice in the third quarter of La
Jolla's emergence from its liquidation proceedings and control of La Jolla
was transferred back to Triton (see Note (d) - Investment in La Jolla
Insurance Co., Ltd.). As a result, Triton reconsolidated La Jolla as of the
beginning of the third quarter of fiscal 1997. In December 1996, following
the reinsurance of La Jolla's remaining risks, La Jolla completed a $3.1
million dividend to Triton.
The Company's other assets have an estimated fair value of approximately
$300,000 and include certain notes and other receivables, a non-voting
preferred stock interest in a private company and certain parcels of real
estate. Additionally, at December 31, 1996, Triton had notes payable of
$1.1 million and book reserves for certain contingent liabilities of
approximately $1.9 million.
Triton's current quarterly cash requirements include approximately $350,000
of corporate level general and administrative expenses. Management of Triton
believes that its current cash balances combined with the expected cash flows
are sufficient to cover its operating cash requirements for the next year.
Triton has no material capital requirements or other commitments for capital in
the next year.
In January 1997, Triton received a cash payment of $512,000, representing a
distribution pursuant to the bankruptcy liquidation plan of Liquor Barn, Inc.
("Liquor Barn"). Triton expects to receive a final distribution from Liquor
Barn in mid-1997 of up to $100,000.
10
<PAGE>
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1996
The Company no longer has any consolidated operating subsidiaries so the
operating results for all periods presented reflect only the corporate
operations, consisting primarily of general and administrative expenses,
corporate transactions and Triton's equity share of the results of Mission West.
Consolidated income from continuing operations for the three months
ended December 31, 1996 was $2.9 million compared to income during the
comparable period in the prior year of $31.6 million. The current year
included a $3.2 million non-recurring gain on the reconsolidation of La
Jolla, following La Jolla's emergence from liquidation proceedings, and the
reinsurance of its remaining risks at an amount significantly below the book
reserves established for such risks. The prior year included a $39.5 million
non-recurring gain on the sale of the Company's investment in The Actava
Group Inc. ("Actava"), partially offset by equity losses from Actava prior to
the sale of $7.4 million. The prior year also included a non-recurring gain
of $1.8 million included in other income related to a binding arbitration
award from a commercial insurance company.
Corporate level general and administrative expenses of $311,000 for the
current three-month period compared to similar expenses of $2.3 million for the
same period last year. The decline in the current year reflects a reduction in
salaries and professional fees consistent with the reduced operations of the
Company combined with the fact that the prior period included approximately $1.8
million of executive bonuses and severance payments. The prior year also
included stock option and warrant compensation of $1.4 million ($678,000 of
which was non-cash) representing the compensation recognized in connection with
the participation in the special distribution to stockholders in December 1995
of the Company's executive officers, directors and certain financial advisors
who held options and warrants to purchase common stock of the Company.
Net interest income in the current quarter of $68,000 compared to net
interest income of $373,000 in the prior year. The prior year included interest
income for approximately two months on the short-term investment of the net
cash proceeds from the sale of Actava in October 1995, prior to the $31.6
million cash distribution to stockholders in December 1995. The Company's
equity losses from Mission West of $5,000 in the current period compared to
income of $53,000 in the comparable prior year period. The decline in Mission
West's operating results reflects primarily expenses at Mission West associated
with the sale of substantially all of its assets. Additionally, the Mission
West results for the current year are through November 1996 and do not reflect
any amounts related to the sale of its real estate assets completed in January
1997.
Net income for the current three-month period of $2.9 million compared to
net income of $34.1 million for the comparable period in the prior year. The
prior year amount included income from discontinued operations of $2.5 million,
representing the gain on the sale of Western Metal Lath ("Western Metal") in
November 1995.
11
<PAGE>
NINE MONTHS ENDED DECEMBER 31, 1996
Consolidated income from continuing operations for the nine months ended
December 31, 1996 was $2.2 million compared to income of $24.5 million during
the comparable period in the prior year. The prior year included the $39.5
million gain on the sale of Actava discussed above, partially offset by $12.1
million in equity losses of Actava prior to the sale.
General and administrative expenses were $1.1 million in the current nine-
month period compared to $5 million (including stock option and warrant
compensation of $1.4 million) during the comparable period in the prior year.
The reduction in these expenses in the current year is for the same reasons
which influenced the decline in such expenses during the three-month period
described above. Additionally, net interest income in the current period was
$187,000 versus net interest expense of $781,000 in the comparable prior year
period. The interest expense in the prior year related primarily to interest on
secured debt repaid following the sale of the Actava common shares in October
1995.
Additionally, as discussed above with respect to the three-month operating
results, the current year included a $3.2 million non-recurring gain on the
consolidation of La Jolla and the prior year included a $1.8 million binding
arbitration award from a commercial insurance company included in other income.
Net income for the nine months ended December 31, 1996 was $2.2 million
compared to $27 million in the prior year. The prior year also included income
from discontinued operations of $2.5 million, reflecting the gain on the sale of
Western Metal, partially offset by the operating losses of Western Metal prior
to disposition.
12
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 27.1 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the quarter ended December 31,
1996.
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.
TRITON GROUP LTD.
--------------------------
Registrant
Date: February 14, 1997 By: /s/ Mark G. Foletta
---------------------------
Mark G. Foletta
Senior Vice President and
Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-Q FILED FOR THE PERIOD ENDING DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 9,839
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,996
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,568
<CURRENT-LIABILITIES> 759
<BONDS> 0
0
0
<COMMON> 2
<OTHER-SE> 12,170
<TOTAL-LIABILITY-AND-EQUITY> 15,568
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> (1,104)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,388
<INCOME-TAX> (151)
<INCOME-CONTINUING> 2,237
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,237
<EPS-PRIMARY> .10
<EPS-DILUTED> .10
</TABLE>
