<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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 June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-9607
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CENTRUM INDUSTRIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 34-1654011
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
441 East Main Street, Corry, PA 16407
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip code)
(814) 665-5042
----------------------------------------------------
(Registrant's telephone number, including area code)
---------------------------------------------------------------------
(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 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 .
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING at August 9, 1999
----- -----------------------------
Common Stock - $.05 Par Value 8,486,001
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CENTRUM INDUSTRIES, INC.
INDEX
Page
COVER 1
INDEX 2
PART I - FINANCIAL INFORMATION
ITEM 1: Financial Statements
Condensed Consolidated Balance Sheet
as of June 30, 1999 and March 31,1999. 3
Condensed Consolidated Statement of
Operations for the three months
ended June 30, 1999 and 1998. 4
Condensed Consolidated Statement of
Cash Flows for the three months
ended June 30, 1999 and 1998 . 5
Notes to Condensed Consolidated
Financial Statements 6
ITEM 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings 12
ITEM 4: Submission of Matters to a Vote of Security Holders 12
ITEM 6: Exhibits and Reports on Form 8-K 12
SIGNATURES 13
2
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CENTRUM INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
in thousands, except for share data
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1999 1999
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 59 $ 84
Accounts receivable, less allowance for doubtful
accounts of $73 and $60, respectively 8,484 7,778
Cost and estimated earnings in excess of
billings on uncompleted contracts 847 619
Inventories, net 9,515 10,475
Net Assets held for sale 2,780 2,292
Prepaid expenses and other 298 229
-------- --------
Total current assets 21,983 21,477
Property, plant and equipment, net 17,668 17,911
Other assets 5,282 5,355
-------- --------
Total assets $ 44,933 $ 44,743
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Bank lines of credit $ 8,584 $ 7,109
Current portion of long-term debt 1,797 1,844
Accounts payable 6,951 8,196
Deferred income taxes 253 238
Accrued expenses and other 2,705 2,534
-------- --------
Total current liabilities 20,290 19,921
-------- --------
Long-term debt, less current portion 16,762 17,055
-------- --------
Other liabilities 722 783
-------- --------
Commitments and contingent liabilities -- --
-------- --------
Shareholders' equity:
Preferred stock - $.05 par value, 1,000,000 shares authorized, 70,000
issued and outstanding (liquidation
preference of $10 per share) 4 4
Common stock - $.05 par value, 45,000,000 shares
authorized, 8,406,001 issued and
outstanding at June 30, and March 31, 1998 424 424
Additional paid-in capital 8,104 8,104
Retained earnings (1,373) (1,548)
-------- --------
Total shareholders' equity 7,159 6,984
-------- --------
Total liabilities and shareholders' equity $ 44,933 $ 44,743
======== ========
</TABLE>
3
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
- --------------------------------------------------------------------------------
IN THOUSANDS, EXCEPT FOR SHARE DATA
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
1999 1998
<S> <C> <C>
Net Sales $ 12,369 $ 14,516
Cost and expenses:
Cost of goods sold 9,796 11,006
Depreciation 456 393
----------- -----------
Gross margin 2,117 3,117
Selling, general and administrative expenses 1,699 2,107
----------- -----------
Operating income (loss) 418 1,010
----------- -----------
Other (income) expense:
Interest expense 612 749
Other (3) (37)
----------- -----------
Total other (income) expense, net 609 712
Income (loss) from continuing operations before income taxes (191) 298
Provision for income taxes (benefit) (76) 119
----------- -----------
Net income (loss) from continuing operations (115) 179
Income (loss) from discontinued operations, net of income taxes 291 (176)
=========== ===========
Net Income $ 176 $ 3
=========== ===========
Basic income (loss) per common share:
Continuing operations $ (0.01) $ 0.02
=========== ===========
Discontinued operations $ 0.03 $ (0.02)
=========== ===========
Net Income $ 0.02 $ 0.00
=========== ===========
Diluted income (loss) per common share:
Continuing operations $ (0.01) $ 0.02
=========== ===========
Discontinued operations $ 0.03 $ (0.02)
=========== ===========
Net Income $ 0.02 $ 0.00
=========== ===========
Weighted average number of basic common shares
8,486,001 8,403,501
=========== ===========
Weighted average number of diluted common shares
8,559,833 8,515,412
=========== ===========
</TABLE>
4
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CENTRUM INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
IN THOUSANDS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
JUNE 30,
1999 1998
<S> <C> <C>
Net cash used by operating activities $ (454) $ (611)
Net cash used by operating activities - Discontinued Operations (367) (417)
------- -------
Net cash used operating activities (821) (1,028)
Cash flows from investing activities:
Purchase of property and equipment (213) (701)
Purchase of property and equipment - Discontinued Operations (202) (39)
------- -------
Net cash used for investing activities (415) (740)
------- -------
Cash flows from financing activities:
Net change in bank lines of credit 1,475 1,091
Net change in bank lines of credit - Discontinued Operations 81 371
Debt issue costs 25 --
Proceeds from the issuance of debt 112 --
Repayments on long term debt (482) (341)
------- -------
Net cash provided by financing activities 1,211 1,121
------- -------
Decrease in cash and cash equivalents (25) (647)
Cash and cash equivalents at beginning of year 84 1,072
======= =======
Cash and cash equivalents at end of period $ 59 $ 425
======= =======
</TABLE>
5
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CENTRUM INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A: CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The financial information included herein is unaudited; however, such
information reflects all adjustments (consisting principally of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
statement of the results of operations for the three month periods ended June
30, 1999 and 1998. Accounting policies followed by the Company are described in
Note 1 to the financial statements in its Annual Report on Form 10-K for the
fiscal year ended March 31, 1999.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The condensed consolidated financial statements
should be read in conjunction with the financial statements, including notes
thereto, contained in the Company's Annual Report on Form 10-K for the fiscal
year ended March 31, 1999.
The results of operations for the three month month period ended June 30, 1999,
are not necessarily indicative of the results to be expected for the full year.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Certain amounts within the previous year's financial statements have been
reclassified in order to be consistent with the current year presentation. In
this document, years reflect the fiscal year ended March 31, unless otherwise
noted.
NOTE B: COMPOSITION OF CERTAIN BALANCE SHEET ACCOUNTS (in 000's)
Inventories consist of the following:
<TABLE>
<CAPTION>
June 30, 1999 March 31, 1999
------------- --------------
<S> <C> <C>
Raw Materials $ 4,644 $ 4,549
Work in Progress 3,921 4,880
Finished Goods 950 1,046
------- -------
Total Inventories $ 9,515 $10,475
======= =======
</TABLE>
Other assets consist of the following:
<TABLE>
<CAPTION>
June 30, 1999 March 31, 1999
------------- --------------
<S> <C> <C>
Deferred Income Tax Benefits $ 4,048 $ 4,070
Debt Issuance Costs and Intangibles, less
accumulated amortization of $48 and
$9, respectively 389 372
Other Assets 845 913
------- -------
Total Other Assets $ 5,282 $ 5,355
======= =======
</TABLE>
6
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NOTE C: DISCONTINUED OPERATIONS
During fiscal 1999, the Company made the strategic decision that the Metal
Forming Segment represents the most significant opportunity for future growth
and profitability for the Company. As a direct result of this decision, the
Company adopted a formal plan in March 1999 to sell American Handling, Inc. and
it's subsidiary, Northern Steel Company. Accordingly, these companies are
presented as discontinued operations. The following presents summarized
financial information excluding certain corporate expense allocations.
<TABLE>
<CAPTION>
For the quarter ended June 30, 1999 June 30, 1998
<S> <C> <C>
Operating revenues $ 8,585 $ 6,146
Income (loss) before
provision for income taxes 485 (318)
Income (loss) from discontinued
operations, net of income taxes 291 (176)
<CAPTION>
As of: June 30, 1999 March 31, 1999
<S> <C> <C>
Current Assets $ 8,155 $ 6,897
Total Assets 12,220 11,401
Current Liabilities 9,024 8,962
Total Liabilities 9,440 9,109
Net Assets of discontinued
operations 2,780 2,292
</TABLE>
NOTE D: INCOME PER COMMON AND COMMON EQUIVALENT SHARE
Net income used in the basic and diluted earnings per share calculations is the
same for the three month periods ended June 30, 1999 and 1998. In addition,
3,684,933 and 4,110,400 options and warrants were outstanding during 1999 and
1998, respectively, but were not included in the computation of earnings per
share as the effects of converting the options and warrants would be
antidilutive.
7
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Summarized results of operations by business segment for the three month period
ended June 30, 1999 and 1998.
<TABLE>
<CAPTION>
% Change
RESULTS OF OPERATIONS from Prior Year
Periods Ended June 30 ( Dollars in Thousands ) 1999 1998 1999
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CONTINUING OPERATIONS
NET SALES:
Metal Forming $ 11,379 $ 13,583 -16.2%
Corporate & Other 990 933 6.1%
$ 12,369 $ 14,516 -14.7%
GROSS MARGIN:
Metal Forming $ 1,908 $ 2,928 -34.8%
Corporate & Other 209 189 10.6%
$ 2,117 $ 3,117 -32.08%
OPERATING INCOME (LOSS):
Metal Forming $ 586 $ 1,325 -55.8%
Corporate & Other (168) (315) -46.7%
$ 418 $ 1,010 -58.61%
DISCONTINUED OPERATIONS
Net Sales $ 8,585 $ 6,146 39.7%
Gross Margin $ 2,153 $ 1,489 44.6%
Operating Income (Loss) $ 567 $ (258) [1]
</TABLE>
[1] Not meaningful
BASIS OF FINANCIAL STATEMENTS
During fiscal 1999, the Company committed to a plan to sell the Material
Handling Segment consisting of the operations of American Handling, Inc. (AHI)
and it's subsidiary, Northern Steel Company (Northern). The Company intends to
complete the sale before the end of the third quarter of fiscal 2000.
Accordingly, the net assets of AHI and Northern are treated as "held for sale"
and the related operating results have been classified as discontinued
operations in the Consolidated Financial Statements for the periods presented.
The Company recorded net income from these discontinued operations of $291,000
in the first quarter as compared to a net loss of $176,000 in the prior year
quarter. Please see "Discontinued Operations - Material Handling Segment" for
further discussion.
CONTINUING OPERATIONS
CONSOLIDATED RESULTS
The Company's operations consist primarily of the Metal Forming Operations
segment. This segment manufactures steel forgings and seamless rolled rings for
power generation, compressor, bearing, oil and gas, mining and specialty machine
manufacturers, along with nonferrous castings for the glass container, pump and
valve industries. The remaining portions of the Company are discussed under the
heading Corporate and Other, which pertains to corporate activities and other
manufacturing operations that are not sufficiently material to warrant separate
discussion.
8
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Consolidated revenues from continuing operations declined by 14.8% to $12.4
million as compared to $14.5 million for the comparable prior year period. This
decrease in revenue is primarily attributable to weaker demand in most markets
served by the Metal Forming segment. Gross margins for the quarter declined to
17.1% from 21.5% in the prior year quarter as a result of the revenue reduction
and pricing pressures in a slow marketplace. The revenue weakness coupled with
pressure on margins were the primary reasons for the reduction in operating
income to $418,000 or 3.4% from $1,010,000 or 6.9% in the comparable prior year
quarter. Interest expense decreased by $157,000 as a result of savings generated
from the new senior credit facility closed at the end of fiscal 1999. The
effective tax rate utilized in the current and prior year provision is a 40% tax
rate.
Management believes that the Company will continue to experience similar
operating conditions pending recovery of demand in global markets and in the
domestic oil and gas industry.
METAL FORMING OPERATIONS
Sales for the Metal Forming Operations declined by $2.2 million or 16.2% during
the quarter when compared to the prior year period. Industry revenues for the
quarter fell by approximately 26% when compared to the comparable prior year
period as published by the Forging Industry Association. Domestic demand in the
metal forming operations has been adversely affected by the global economic
crisis and depressed conditions in the oil and gas industry. Markets supplied by
this segment such as oil and gas, bearing, construction equipment, and
compressor manufacturers experienced a pronounced reduction in order volume
during the second half of fiscal 1999. The Metal Forming Operations revenue
trend has benefited from continued strength in the power generation markets.
However, strong order volume from the power generation markets has not been
sufficient to offset the sluggish conditions in the overall market.
Margins during the first quarter declined to 16.8% from 21.6% in the prior year
quarter primarily as a result of reduced volume and pricing pressure in the
marketplace as a result of slow industry conditions. Interest expense decreased
by approximately $100,000 as a result of savings from the new senior credit
facility closed at the end of fiscal 1999. Pretax profit for the quarter fell to
$123,000 from $758,000 in the prior year period primarily as a result of the
revenue and margin weakness discussed above.
Management expects these industry conditions to persist until demand in global
markets and the domestic oil and gas industry recovers. As always, management
will continue its focus on cost reductions and increased market penetration.
CORPORATE AND OTHER
The operating loss from those operations decreased to $168,000 in the current
fiscal year as compared to $315,000 in the prior year primarily as a result of
increased focus on cost reductions at Corporate.
DISCONTINUED OPERATIONS - MATERIAL HANDLING SEGMENT
As mentioned above, the Company has committed to a formal plan to sell the
operations that comprise the material handling segment. The sale of AHI and
Northern is planned to occur
9
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before the end of the third quarter of fiscal 2000. For this reason, the net
assets of the segment have been classified as "held for sale" and the operating
results have been classified as discontinued operations in the Consolidated
Financial Statements for the periods presented.
Revenues in the Material Handling Segment increased to $8.6 million in the
current year quarter from $6.1 million in the prior year quarter or 39.7% as a
result of increased market penetration at the segment. Orders from such new
sectors of the material handling market as construction, industrial supplies,
medical products and printing have strengthened the revenue stream at the
segment. Gross margins have also been positively impacted by these new sectors
climbing to 25.1% in the current year quarter from 24.2% in the comparable prior
year period. SG&A has been reduced to 18.1% of sales in the current year period
from 27.9% in the prior year primarily as a result of the improvement in the
revenue base. As a result of these conditions, pretax profit at the segment has
improved to $485,000 from a pretax loss of $318,000 in the prior year quarter.
This trend in revenue and profitability is expected to continue during the
fiscal year as the segment realizes the benefit of its marketing efforts and the
resulting diversification of its revenue base.
LIQUIDITY AND CAPITAL RESOURCES
Cash used by operating activities for continuing operations during the three
month period ended June 30, 1999 totaled $454,000 as opposed to $611,000 in the
prior year period. Operating income plus depreciation expense totalled $900,000
during the current year quarter as compared to $1.3 million in the comparable
prior year period. The reduced operating income from continuing operations
during the current quarter and a $1.2 million dollar reduction in accounts
payable was offset by positive cash flow stemming from an approximate $1 million
reduction in inventory. The inventory reduction is a direct result of
management's ongoing focus in the efficient utilization of working capital.
Cash flows from operating activities during the remainder of the fiscal year are
expected to be sufficient to fund operations, including scheduled monthly debt
repayments and planned capital expenditures. The primary sources of funds
available to the Company for future operations, planned capital expenditures and
debt repayments include cash generated by operations, funds available under the
line of credit agreement, and proceeds from the sale of the material handling
segment.
YEAR 2000 (Y2K) DATE CONVERSION ISSUES
The Y2K issue was caused by many computers and software systems using an
abbreviated two-digit date field to designate a year. As a result, computerized
systems may not properly process transactions using a year 2000 or later date.
The Company initiated an evaluation of its critical Information Technology (IT)
computer hardware and software systems and non-IT systems, such as business,
operating, and plant floor systems. The Company's objective is to address the
Y2K issues, both internally and externally. Remediation of Y2K noncompliance
consists of replacing, upgrading, repairing, modifying or retiring IT and non-IT
systems or specific system components. The Metal Forming Operations Segment has
assessed the Y2K issue as part of the ongoing implementation of their normal
upgrading of hardware and software. At the Material Handling Systems Segment,
10
<PAGE> 11
American Handling is integrating their operations with Northern, whose software
is Y2K capable. The Company presently believes that based on information
available to date, with scheduled modifications to existing software and
conversions to new software, the Y2K issue will not pose significant operational
problems for the Company's computer systems as so modified and converted.
However, if such modifications and conversions are not completed timely, the Y2K
issue may have a material impact on the operations of the Company.
The process of contingency planning has begun during the remediation of the
internal IT and non-IT systems. Management expects that post remediation testing
will be completed by the end of 1999 and contingency plans formalized at that
time.
The Company has undertaken assessing the Y2K readiness of key suppliers and
customers. However, the Company is unable to definitively determine that all key
suppliers and customers will be Y2K compliant. Alternative suppliers are being
identified for key vendors as part of the contingency planning for external Y2K
noncompliance. In addition, there can be no assurance that the systems of other
companies on which the Company relies will be corrected as planned or that such
failure to correct this issue by another company would not have an adverse
effect on the Company.
Costs to address the Y2K issue have not been individually tracked or budgeted as
separate projects by the segments. The Y2K costs, which have been incurred, have
been recorded as part of the normal operating costs. The total cost for the
Company to achieve Y2K compliance is currently estimated at $200,000,
approximately two thirds of this amount has already been incurred. In addition,
while many costs have been anticipated, the ultimate costs of the Y2K issue are
unknown.
Management believes the risk of unresolved Y2K problems or unanticipated
remediation costs in the year 2000 or later having a material adverse impact on
the Company's results of operations, liquidity or financial position to be low.
However, the Company will continue to assess the risk associated with both
internal and external factors and the possible impact of various scenarios
involving Y2K issues. The mostly likely worst case scenario involves production
disruption due to the inability of a supplier to provide critical elements. The
Company is unable to quantify the impact of such a scenario, but management
believes such an occurrence would be temporary in nature.
The foregoing disclosure is based on the Company's current expectations,
estimates and projections, which could ultimately change.
FORWARD LOOKING INFORMATION
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
indicated by words or phrases such as "anticipate," "estimate," "projects,"
"management believes," and similar words or phrases. Such statements are subject
to certain risks, uncertainties or assumptions, and are based on management's
current expectations. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected.
11
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PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
The Company is involved in litigation arising out of the normal course of
business activities. None of these legal proceedings including the matters
discussed in the Company's Annual Report on Form 10K for the fiscal year ended
March 31, 1999 are expected to have a material adverse effect on the Company.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(B): Reports on Form 8-K
None
12
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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.
CENTRUM INDUSTRIES, INC.
------------------------
(Registrant)
Date August 16, 1999 By: /s/ Timothy M. Hunter
---------------------
Timothy M. Hunter
Chief Financial Officer
13
<PAGE> 14
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
EX 27 Financial Data Schedule
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> JUN-30-1999
<CASH> 59
<SECURITIES> 0
<RECEIVABLES> 8,484
<ALLOWANCES> 73
<INVENTORY> 9,515
<CURRENT-ASSETS> 21,983
<PP&E> 17,668
<DEPRECIATION> 5,187
<TOTAL-ASSETS> 44,933
<CURRENT-LIABILITIES> 20,290
<BONDS> 0
0
4
<COMMON> 424
<OTHER-SE> 6,731
<TOTAL-LIABILITY-AND-EQUITY> 44,933
<SALES> 12,369
<TOTAL-REVENUES> 12,372
<CGS> 10,252
<TOTAL-COSTS> 11,951
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 612
<INCOME-PRETAX> (191)
<INCOME-TAX> (76)
<INCOME-CONTINUING> (115)
<DISCONTINUED> 291
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 176
<EPS-BASIC> 0.02
<EPS-DILUTED> 0.02
</TABLE>
