<PAGE>
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
MAY 31, 1996
[_] 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 1-7755
---------------------------------------------------------
SUMMA INDUSTRIES
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-1240978
- --------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1600 WEST COMMONWEALTH AVE, FULLERTON, CA 92633
- ----------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
714 738 5000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 report), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----
The number of shares of common stock outstanding as of May 31, 1996 was
1,600,734.
1
<PAGE>
SUMMA INDUSTRIES
INDEX
<TABLE>
<CAPTION>
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
<S> <C>
Condensed Consolidated Balance Sheets -
May 31, 1996 (unaudited) and August 31, 1995............................... 3
Condensed Consolidated Statements of Income (unaudited) -
three months and nine months ended May 31, 1996 and 1995................... 4
Condensed Consolidated Statements of Cash Flows (unaudited) -
nine months ended May 31, 1996 and 1995.................................... 5
Notes to Condensed Consolidated Financial Statements (unaudited)........... 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of Operations........................... 6-7
PART II - OTHER INFORMATION......................................................... 8-11
Signature Page...................................................................... 11
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
May 31, August 31,
1996 1995
(unaudited)
-------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 238,000 $ 182,000
Accounts receivable 1,629,000 1,396,000
Inventories 2,151,000 1,685,000
Prepaid expenses and other 514,000 640,000
-------------- ---------------
Total current assets 4,532,000 3,903,000
Property, plant and equipment 5,943,000 5,158,000
Less accumulated depreciation 1,939,000 1,554,000
-------------- ---------------
Net property, plant and
equipment 4,004,000 3,604,000
Net assets of discontinued operations 2,379,000 2,712,000
Goodwill and other intangibles, net 977,000 1,010,000
-------------- ---------------
$11,892,000 $11,229,000
============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Revolving line of credit $ 582,000 $ 938,000
Accounts payable 930,000 486,000
Accrued liabilities 776,000 656,000
Current maturities of long-term
debt 100,000 ---
-------------- ---------------
Total current liabilities 2,388,000 2,080,000
Long-term debt, deferred credits and
other long term liabilities 1,128,000 1,219,000
-------------- ---------------
Total liabilities 3,516,000 3,299,000
-------------- ---------------
Shareholders' equity:
Common stock, par value $.001;
10,000,000 shares authorized,
1,600,734 and 1,541,930 shares
issued and outstanding at
May 31, 1996 and August 31,
1995, respectively. 6,151,000 6,011,000
Retained earnings 2,225,000 1,919,000
-------------- ---------------
Total shareholders' equity 8,376,000 7,930,000
-------------- ---------------
$11,892,000 $11,229,000
============== ===============
</TABLE>
See accompanying notes.
3
<PAGE>
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------------------- -------------------------------
May 31, 1996 May 31, 1995 May 31, 1996 May 31, 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $3,136,000 $2,768,000 $8,903,000 $7,647,000
Cost of sales 1,779,000 1,466,000 4,928,000 4,168,000
------------- ------------- ------------- -------------
Gross profit 1,357,000 1,302,000 3,975,000 3,479,000
Selling, general and administrative
and other expenses 1,005,000 958,000 3,035,000 2,626,000
------------- ------------- ------------- -------------
Income from continuing operations
before provision for taxes 352,000 344,000 940,000 853,000
Provision for income taxes 145,000 158,000 399,000 404,000
------------- ------------- ------------- -------------
Income from continuing operations 207,000 186,000 541,000 449,000
Income (loss) from discontinued
operations, net of the effect of
income tax (14,000) 16,000 (235,000) 4,000
------------- ------------- ------------- -------------
Net Income $ 193,000 $ 202,000 $ 306,000 $ 453,000
============= ============= ============= =============
Income per common and equivalent
share:
Income from continuing operations $ .13 $ .12 $ .34 $ .29
Income (loss) from discontinued
operations, net of the effect
of income tax (.01) .01 (.15) .00
------------- ------------- ------------- -------------
Net Income per common and
equivalent share $ .12 $ .13 $ .19 $ .29
============= ============= ============= =============
Weighted average shares outstanding 1,613,000 1,560,000 1,582,000 1,552,000
============= ============= ============= =============
</TABLE>
See accompanying notes.
4
<PAGE>
SUMMA INDUSTRIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
------------------------------------
May 31, 1996 May 31, 1995
--------------- ----------------
<S> <C> <C>
Operating activities:
Net income $ 306,000 $ 453,000
--------------- ----------------
Adjustments to reconcile net income to net
cash provided (used) by operating
activities:
Depreciation and amortization 596,000 533,000
Provision for doubtful accounts
receivable 18,000 6,000
Provision for inventory reserves 143,000 55,000
Gain on disposition of property,
plant and equipment (55,000) (15,000)
Net change in assets and liabilities
Accounts receivable 67,000 (231,000)
Inventories (181,000) (1,318,000)
Prepaid expenses and other 174,000 38,000
Accounts payable 4,000 618,000
Accrued liabilities (44,000) (503,000)
--------------- ----------------
Total adjustments 722,000 (817,000)
--------------- ----------------
Net cash provided (used) by
operating activities: 1,028,000 (364,000)
--------------- ----------------
Investing activities:
Property, plant & equipment (870,000) (572,000)
Other assets (8,000) (12,000)
Proceeds from sale of equipment 91,000 53,000
--------------- ----------------
Net cash (used) by investing
activities (787,000) (531,000)
--------------- ----------------
Financing activities:
Proceeds (payments) on line of credit (356,000) 811,000
Payment on long term contract payable 31,000 (3,000)
Principal payments under capitalized
lease --- (5,000)
Exercise of stock options 140,000 33,000
Issuance of common stock --- 24,000
--------------- ----------------
Net cash provided (used) by
financing activities (185,000) 860,000
--------------- ----------------
Net increase (decrease) in cash 56,000 (35,000)
Cash at beginning of period 182,000 234,000
--------------- ----------------
Cash at end of period $ 238,000 $ 199,000
=============== ================
Supplemental cash flow information:
Cash paid during the period for:
Interest payments 89,000 53,000
=============== ================
Income tax payments 156,000 423,000
=============== ================
</TABLE>
See accompanying notes.
5
<PAGE>
SUMMA INDUSTRIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation
The accompanying consolidated financial statements, some of which are
unaudited, have been condensed in certain respects and should, therefor, be
read in conjunction with the financial statements and notes related thereto
contained in the Company's annual report to shareholders for the year ended
August 31, 1995. In the opinion of the Company, the accompanying unaudited
interim financial statements contain all adjustments (all of which are of a
normal recurring nature) necessary for a fair presentation for the interim
period. (See Note 3. below.) The results of operations for the three months
and nine months ended May 31, 1996 are not necessarily indicative of the
results to be expected for the full year.
2. Inventories
Inventories of continuing operations at May 31, 1996 and August 31, 1995
were as follows:
<TABLE>
<CAPTION>
May 31, 1996 August 31, 1995
(unaudited)
---------------- ------------------
<S> <C> <C>
Finished goods $ 587,000 $ 538,000
Work in process 94,000 71,000
Material and parts 1,470,000 1,076,000
---------------- ------------------
$2,151,000 $1,685,000
================ ==================
</TABLE>
3. Discontinued Operations
Subsequent to May 31, 1996, the Company completed the divestiture of its
industrial process equipment subsidiary, Morehouse-COWLES, Inc. Since
December 1, 1995, this business unit has been accounted for as a
discontinued operation and results of its operations are segregated in the
accompanying consolidated statements of income. As a consequence of holding
Morehouse-COWLES for sale, the assets and liabilities of discontinued
operations have been classified in the consolidated balance sheets as, "Net
assets of discontinued operations." Discontinued operations have not been
segregated in the consolidated statements of cash flow. (See Part II, Other
Information.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Liquidity and Capital Resources
Net cash provided by operating activities for the nine month period ended May
31, 1996 was $1,028,000. In the comparable prior year period, $364,000 was used
by operating activities. The improved cash flows are primarily attributable to
lower growth in inventories related to improved turnover, lower required tax
payments and improved accounts receivable aging.
The investment in property, plant and equipment relates primarily to the
acquisition of molds for new products in the material handling components
business. The Company expects to continue to invest heavily in tooling for new
products.
The Company has a revolving line of credit facility of $2,000,000 with an
expiration date of January 1, 1997. The line of credit is secured by all the
assets of the Company. The outstanding balance bears interest at one-quarter
percentage point above the bank's prime rate. The amount outstanding under the
Company's line of credit at May 31, 1996 was $582,000, a reduction of $356,000
from the August 31, 1995 amount due. Cash of $750,000 provided by the sale of
Morehouse-COWLES, Inc. completed on June 17, 1996 was more than sufficient to
pay off the line of credit. The Company believes that cash flows from operations
and the available line of credit will be sufficient to fund working capital and
planned capital expenditure requirements for the next twelve months.
6
<PAGE>
The Company has a strategy of growth by acquisition. Although there are no
plans to make a specific acquisition for cash, in the event such a plan were
adopted, an alternate source of funds to accomplish the acquisition would have
to be developed. The Company has 10,000,000 shares of common stock authorized,
of which 1,600,734 shares were outstanding at May 31, 1996 and 5,000,000 shares
of "blank check" preferred stock authorized of which none is outstanding. The
Company could issue additional shares of common or preferred stock to raise
funds.
Results of Operations
- ---------------------
The following table sets forth certain Statements of Income information as a
percent of sales for the quarter and nine months ended May 31, 1996 and 1995.
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------------------------ -----------------------------------
May 31, 1996 May 31, 1995 May 31, 1996 May 31, 1995
---------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C>
Sales 100.0% 100.0% 100% 100.0%
Gross profit 43.3% 47.0% 44.6% 45.5%
S,G & A and other expense 32.1% 34.6% 34.1% 34.3%
Income from continuing operations
before provision for taxes 11.2% 12.4% 10.6% 11.1%
Income from continuing operations 6.6% 6.7% 6.1% 5.9%
================ =============== =============== ================
Effective tax rate 41.2% 45.9% 42.4% 47.4%
</TABLE>
Income from continuing operations for the third quarter, ended May 31, 1996,
increased $21,000 or 11%. Sales for the same period increased $368,000, or 13%
compared to the same period in the prior year due primarily to continued
expansion of the material handling components business. Consolidated gross
profit increased $55,000, or 4% primarily related to sales growth. Gross profit
as a percent of sales decreased from 47% to 43%, primarily due to increased
material costs and increased facility costs resulting from the move by KVP
Systems, Inc. to expanded facilities to accommodate anticipated future growth.
Operating expenses increased $47,000, or 5% from the comparable prior year
period, due primarily to continued expansion in the material handling components
business, but decreased as a percent of sales from 35% to 32%. Effective tax
rates in the most recent three month and nine month periods were somewhat lower
than the comparable prior year periods performance due to the expiration at the
end of fiscal 1995 of certain non-deductible payments.
Income from continuing operations for the nine months ended May 31, 1996,
increased $92,000 or 20%. Sales of the continuing businesses for the same period
increased $1,256,000, or 16% from the comparable prior year period due primarily
to increased sales in the material handling components business. Consolidated
gross profits increased $496,000, or 14% associated with increased sales.
Operating expenses increased $409,000, or 16% from the comparable period last
year primarily due to expansion of sales and marketing activities in the
material handling components business but as a percent of sales remained at 34%.
The backlog of the Company's continuing businesses at May 31, 1996, believed to
be firm, was $3,299,000, 8% higher than a year earlier. The amount of backlog
cannot necessarily be used as an indicator of future sales volume. The Company
and its customers are engaged in capital equipment businesses which may be
cyclical. At any point in time, the Company's backlog includes large contracts,
the timing of the delivery of which may be out of the Company's control. A
significant portion of the Company's sales are for export. Political and
external factors outside the Company's control can affect when and whether new
orders are awarded to the Company. Due to these, and other factors, the
Company's earnings and stock price may be subject to significant volatility,
particularly on a quarter to quarter basis.
7
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal proceedings
- --------------------------
At May 31, 1996 the Company was a party to one civil lawsuit - Laitram, et al v.
-----------------
KVP Systems, Inc. and counter-claims, which is described in the Company's
- -----------------
report on Form 10K for the year ended August 31, 1995. The case is in an
advanced stage of discovery and is expected to be heard in court during fiscal
1997.
During the quarter ended May 31, 1996, KVP Systems, Inc. v. Starkist Foods, Inc.
----------------------------------------
was settled with no impact on the Company's reported earnings and Wright v.
---------
Stang and The City of Glendale v. GST Industries, et al were dismissed.
- ----- ---------------------------------------------
Item 2. Change in Securities
- -----------------------------
None.
Item 3. Default upon Senior Securities
- ---------------------------------------
None.
Item 4. Submission of matters to a vote of security holders
- ------------------------------------------------------------
None.
Item 5. Other Information
- --------------------------
MERGER ANNOUNCEMENT
On May 13, 1996, the Company announced that it had entered into an agreement in
principle to acquire LexaLite International Corporation, a privately held
company located in Charlevoix, Michigan, in a stock transaction. The agreement
in principle is subject to a number of conditions, including the execution of a
definitive agreement and the approval of the shareholders of both companies. It
is contemplated that the transaction will be treated as a tax-free
reorganization in which 1.5 shares of SUMMA's Common Stock will be issued in
exchange for each share of LexaLite's outstanding stock, with the shares of
SUMMA's Common Stock to be registered for issuance under the Securities Act of
1933. LexaLite designs and manufactures injection-molded lighting components
(refractors and reflectors) and other plastic products for OEM markets. For the
year ended June 30, 1995, LexaLite earned $1,306,000 on sales of $32,797,000.
For the nine months ended March 31, 1996, LexaLite's earnings were $1,132,000
on sales of $25,884,000. At May 10, 1996, 1,447,918 shares of LexaLite's Common
Stock were outstanding and held of record by 44 shareholders, including an
employee stock ownership trust which held approximately 35% of the outstanding
shares on behalf of approximately 300 employees.
DIVESTITURE OF MOREHOUSE-COWLES, INC.
On June 17, 1996, the Company completed the sale of all of the issued and
outstanding capital stock of Morehouse-COWLES, Inc., to a private investment
group for $750,000 in cash and $1,771,000 in a subordinated promissory note and
leased its Fullerton facility to Morehouse-COWLES, Inc. Details of the
transaction were reported on form 8K, filed June 21, 1996.
8
<PAGE>
The following proforma statement of operations present the results of continuing
operations for the year ended August 31, 1995 and for the nine months ended May
31, 1996 assuming the disposition had been completed as of September 1, 1994.
Adjustments have been made to recognize revenue on the lease of the Fullerton
facility to Morehouse-COWLES, Inc., to increase costs for the Company's leased
corporate offices, to adjust operating expenses, to decrease interest expense
for loan balances offset or paid off with proceeds from the sale and to record
interest income on the note received. Proforma data is provided for comparative
purposes only and does not purport to be indicative of the results which
actually would have been obtained if the disposition had been effected on the
proforma dates, or of the results which may be obtained in the future.
<TABLE>
<CAPTION>
Year ended August 31, 1995 Nine months ended May 31, 1996
------------------------------------- --------------------------------------
(Unaudited, in thousands, except earnings per share)
Historical Adjustments Proforma Historical Adjustments Proforma
----------- ----------- --------- ----------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
Sales $10,247 $ --- $10,247 $ 8,403 $ --- $ 8,903
Gross profit 4,638 --- 4,638 3,975 --- 3,975
S,G&A and other
expenses 3,480 103(1) 3,583 3,035 97(3) 3,132
----------- ----------- --------- ----------- ----------- --------
Operating income from
continuing operations 1,158 (103) 1,055 940 (97) 843
Interest expense (income) --- (103)(2) (103) --- (52)(2) (52)
----------- ----------- --------- ----------- ----------- --------
Income from continuing
operations before taxes 1,158 --- 1,158 940 (45) 895
Income tax expense 482 --- 482 399 (18) 381
----------- ----------- --------- ----------- ----------- --------
Income from continuing
operations $ 676 $ --- $ 676 $ 541 $ (27) $ 514
=========== =========== ========= =========== =========== ========
Income per share, continuing
operations $ .44 $ --- $ .44 $ .34 $ (.02) $ .32
=========== =========== ========= =========== =========== ========
</TABLE>
(1) Increased expenses primarily attributable to officers' salaries which
were previously partially allocated to Morehouse-COWLES, Inc., reduced
by rental income from the lease of the Fullerton facility.
(2) Net interest income resulting from the reduction of interest on debt
reduced or paid off with cash proceeds from the sale, and due to
interest income on the subordinated promissory note.
(3) Increased expenses as described in footnote (1) above, and the
elimination of a corporate charge which will no longer be allocated to
Morehouse-COWLES, Inc.
Sales and operating results of the discontinued business unit for the periods
were as follows:
<TABLE>
<CAPTION>
($000's omitted)
Three months ended Nine months ended
-------------------------------- ---------------------------------
May 31, 1996 May 31, 1995 May 31, 1996 May 31, 1995
-------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C>
Sales $1,649 $2,420 $5,638 $6,048
Income (loss) from operations before
income taxes (52) 24 (421) 7
Income tax expense (benefit) (38) 8 (186) 3
-------------- -------------- -------------- ---------------
Net income (loss) from discontinued
operations $ (14) $ 16 $ (235) $ 4
============== ============== ============== ===============
</TABLE>
9
<PAGE>
The following proforma balance sheet is presented to show the financial
condition of the Company at May 31, 1996, as though the transaction had occurred
at the balance sheet date.
<TABLE>
<CAPTION>
May 31, 1996
---------------------------------------------
(unaudited, in thousands)
Historical Adjustments Proforma
-------------- -------------- ------------
<S> <C> <C> <C>
Cash $ 238 $ 709 (1) $ 947
Accounts receivable net 1,629 - 1,629
Inventories 2,151 - 2,151
Prepaid expenses and other 514 - 514
-------------- -------------- ------------
Total current assets 4,532 709 5,241
Note receivable from sale of
Morehouse-COWLES, non current - 1,771 (2) 1,771
Property, plant and equipment, net 4,004 - 4,004
Net assets of discontinued operations 2,379 (2,379)(3) -
Goodwill and intangibles, net 977 - 977
-------------- -------------- ------------
Total assets $11,892 $ 101 $11,993
============== ============== ============
Total current liabilities $ 2,388 $ 101 (4) $ 2,489
Long-term debt, deferred credits and
other long term liabilities 1,128 - 1,128
Shareholder's equity 8,376 - 8,376
-------------- -------------- ------------
Total liabilities and shareholder's
equity $11,892 $ 101 $11,993
============== ============== ============
</TABLE>
(1) Cash proceeds of the sale of Morehouse-COWLES, Inc., less $41,000 in cash
held by Morehouse-COWLES at the time of sale.
(2) Note received as a portion of the purchase price for Morehouse-COWLES, Inc.
(3) Net asset value of Morehouse-COWLES, Inc. at the effective date of the
sale.
(4) Fees and expenses incurred in connection with the sale of Morehouse-COWLES,
Inc.
The components of net assets of discontinued operations included in the
consolidated balance sheets at August 31, 1995 and May 31, 1996 are as follows:
<TABLE>
<CAPTION>
May 31, 1996 August 31, 1995
ASSETS ------------ ---------------
<S> <C> <C>
Accounts receivable, net $ 668,000 $ 986,000
Inventory 1,944,000 2,372,000
Prepaid expenses 40,000 99,000
Property, plant and equipment, net 303,000 388,000
Goodwill and intangibles, net 272,000 297,000
------------ ---------------
Total assets 3,227,000 4,142,000
LIABILITIES
Accounts payable 263,000 703,000
Accrued liabilities 585,000 727,000
------------ ---------------
Total liabilities 848,000 1,430,000
------------ ---------------
Net assets of discontinued operations $2,379,000 $2,712,000
============ ===============
</TABLE>
10
<PAGE>
ADDITIONAL SHARES OF COMMON STOCK
During the fiscal quarter ended May 31, 1996, 30,832 shares of common stock were
issued to former directors of KVP Systems, Inc. The shares represented a portion
of the purchase price in the July 1993 acquisition of KVP by the Company, which
had been reserved but which were not issued pending the resolution of a certain
lawsuit. That suit was resolved during the quarter. Additionally, those
directors exercised options resulting in a net increase of 27,973 shares
outstanding and net proceeds to the Company of $140,000. In the aggregate, these
transactions resulted in a 3.8% increase in the number of common shares
outstanding.
RELOCATION OF CORPORATE HEADQUARTERS
On July 2, 1996, the Company's headquarters were moved to 21250 Hawthorne
Boulevard, Suite 500, Torrance, California 90503. The operations of the
Company's subsidiaries were unaffected.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits. None.
---------
(b) Current Reports on Form 8-K.
----------------------------
The Company filed an 8-K on June 21, 1996 disclosing the sale of all of
the issued and outstanding stock of Morehouse-COWLES, Inc. and the lease
of its Fullerton facilities to Morehouse-COWLES, Inc.
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 on July 2, 1996.
SUMMA INDUSTRIES
/s/ James R. Swartwout
-------------------------------------------
James R. Swartwout, President and
Chief Financial Officer
/s/ Paul A. Walbrun
-------------------------------------------
Paul A. Walbrun, Vice President, Controller
and Secretary
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> AUG-31-1996 AUG-31-1996
<PERIOD-START> SEP-01-1995 SEP-01-1995
<PERIOD-END> MAY-31-1996 MAY-31-1996
<CASH> 238,000 0
<SECURITIES> 0 0
<RECEIVABLES> 1,693,000 0
<ALLOWANCES> 64,000 0
<INVENTORY> 2,151,000 0
<CURRENT-ASSETS> 4,532,000 0
<PP&E> 5,943,000 0
<DEPRECIATION> 1,939,000 0
<TOTAL-ASSETS> 11,892,000 0
<CURRENT-LIABILITIES> 2,388,000 0
<BONDS> 0 0
0 0
0 0
<COMMON> 6,151,000 0
<OTHER-SE> 2,225,000 0
<TOTAL-LIABILITY-AND-EQUITY> 11,892,000 0
<SALES> 3,136,000 8,903,000
<TOTAL-REVENUES> 3,136,000 8,903,000
<CGS> 1,779,000 4,928,000
<TOTAL-COSTS> 1,779,000 4,928,000
<OTHER-EXPENSES> 1,005,000 3,035,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 352,000 940,000
<INCOME-TAX> 145,000 399,000
<INCOME-CONTINUING> 207,000 541,000
<DISCONTINUED> (14,000) (235,000)
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 193,000 306,000
<EPS-PRIMARY> .12 .19
<EPS-DILUTED> .12 .19
</TABLE>
