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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 December 31, 1997
[ ] 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: 0-11778
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SEEQ TECHNOLOGY INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware 94-2711298
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
47200 Bayside Parkway
Fremont, California 94538
(510) 226-7400
(Address, including zip code, of Registrant's
principal executive offices and 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 reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $0.01 par value 30,558,055
(Class of common stock) (Shares outstanding at December 31, 1997)
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This report on Form 10-Q, including all exhibits, contains 13 pages.
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SEEQ TECHNOLOGY INCORPORATED
FORM 10-Q
Table of Contents
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements .................................................................... 3
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 2. Changes in Securities and Use of Proceeds ............................................... 12
Item 3. Defaults upon Senior Securities ......................................................... 12
Item 4. Submission of Matters to a Vote of Security Holders ..................................... 12
Item 5. Other Information ....................................................................... 12
Item 6. Exhibits and Reports on Form 8-K ........................................................ 12
</TABLE>
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEEQ TECHNOLOGY INCORPORATED
CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Net revenues $ 7,552 $ 6,624
Cost of revenues 4,183 4,560
------------ ------------
Gross profit 3,369 2,064
------------ ------------
Operating expenses
Research and development 850 780
Marketing, general and administrative 1,534 1,252
------------ ------------
Total operating expenses 2,384 2,032
------------ ------------
Income from operations 985 32
Interest and other, net 47 3
------------ ------------
Income before income taxes 1,032 35
Income tax (provision), benefit 48 (1)
------------ ------------
Net income $ 1,080 $ 34
============ ============
Net income per share:
Basic $ 0.04 $ 0.00
Diluted $ 0.03 $ 0.00
Shares used in per share calculation:
Basic 30,473 30,272
Diluted 32,556 31,885
------------ ------------
</TABLE>
See accompanying notes to condensed financial statements.
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SEEQ TECHNOLOGY INCORPORATED
CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, SEPTEMBER 30,
(Thousands, except share amounts) 1997 1997
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,516 $ 6,937
Accounts receivable, less allowances 5,771 7,284
Inventories 3,805 3,176
Deferred tax asset 2,029 1,950
Other current assets 324 332
------------ ------------
Total current assets 21,445 19,679
------------ ------------
Property and equipment, net 4,114 4,384
Other assets 2,894 2,977
------------ ------------
$ 28,453 $ 27,040
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities:
Accounts payable $ 2,356 $ 1,582
Accrued salaries, wages and employee benefits 583 698
Other accrued liabilities 798 997
Deferred income on sales to distributors 214 146
Current portion of capitalized lease obligations 1,047 1,091
------------ ------------
Total current liabilities 4,998 4,514
------------
Long-term liabilities 3,046 3,308
------------ ------------
Total stockholders' equity 20,409 19,218
------------ ------------
$ 28,453 $ 27,040
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
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SEEQ TECHNOLOGY INCORPORATED
CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
---------------------------
Dec. 31, Dec. 31,
1997 1996
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income/(loss) $ 1,080 $ 34
Adjustments to reconcile net income to cash provided by
operating activities:
Depreciation and amortization 463 421
Deferred taxes (79) --
Changes in assets and liabilities:
Accounts receivable 1,513 4,607
Inventories (629) 207
Other assets (28) 9
Accounts payable 774 (4,104)
Accrued liabilities and long term obligations (284) (295)
------------ ------------
Net cash provided by operating activities 2,810 879
------------ ------------
INVESTING ACTIVITIES:
Capital expenditures (74) (55)
------------ ------------
Net cash used for investing activities (74) (55)
------------ ------------
FINANCING ACTIVITIES:
Payments of capital lease obligations (268) (238)
Proceeds from issuance of stock 111 82
------------ ------------
Net cash used for financing activities (157) (156)
------------ ------------
Net increase in cash and cash equivalents 2,579 668
Cash and cash equivalents at beginning of period 6,937 3,974
============ ============
Cash and cash equivalents at end of period $ 9,516 $ 4,642
============ ============
</TABLE>
See accompanying notes to condensed financial statements.
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SEEQ TECHNOLOGY INCORPORATED
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements of SEEQ
Technology Incorporated ("SEEQ" or the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the rules and regulations of the Securities and Exchange
Commission. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report to
Stockholders for the fiscal year ended September 30, 1997. These financial
statements reflect, in the opinion of management, all adjustments (which include
only normal recurring adjustments) necessary to present fairly the financial
position and results of operations as of and for the periods indicated.
The results of operations for the three months ended December 31, 1997
are not necessarily indicative of the results expected for the year ending
September 30, 1998.
For purposes of presentation, the Company has shown its fiscal quarters
as ending on December 31, March 31, June 30 and September 30; whereas, in fact,
the Company operates on a 52/53-week fiscal year ending on the last Sunday in
September of each year. The fiscal quarter ends are actually December 28, March
39, June 28 and September 27 for the year ending September 30, 1998 and December
29, March 30, June 29 and September 28 for the year ending September 30, 1997.
NOTE 2. INVENTORIES
<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
------------ ------------
<S> <C> <C>
Work in process $ 1,515 $ 437
Finished goods 2,290 2,739
------------ ------------
$ 3,805 $ 3,176
============ ============
</TABLE>
NOTE 3. NON-RECURRING PRODUCTION TRANSFER COSTS
Non-recurring costs such as tooling and engineering costs resulting
from transferring production of current products to new foundries are
capitalized and amortized to cost of revenues over the shorter of: the remaining
life of the product, the term of the foundry agreement or two years.
Non-recurring costs associated with the development of new products are expensed
as research and development costs when incurred. During the three month period
ended December 31, 1997 the Company did not capitalize any of such costs. During
the three month period ended December 31, 1996 the Company capitalized $111,000
of non-recurring production transfer costs. Amortization of aggregate
capitalized non-recurring costs for the three month periods ended December 31,
1997 and December 31, 1996 was $119,000 and $106,000, respectively.
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NOTE 4. EARNINGS PER SHARE
Basic and diluted net income per share for the three month periods
ended December 31, 1997 and December 31, 1996 were determined using the treasury
stock method. Diluted net income per common share is computed using the weighted
average number of shares outstanding during the respective periods, including
dilutive stock options and warrants. Common equivalent shares are excluded from
the computation if their effect is anti-dilutive.
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (FAS 128) during the first quarter of fiscal 1998. The
statement redefines earnings per share under generally accepted accounting
principles. Under the new standard, primary earnings per share is replaced by
basic earnings per share. As required, the Company has applied the new standard
to all periods presented.
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
Three Months Ended
--------------------------
December 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Net income available to stockholders (numerator) $ 1,080 $ 34
Shares calculation (denominator):
Weighted average shares outstanding 30,473 30,272
Effect of Dilutive securities:
Options 2,083 1,613
Average shares outstanding assuming dilution 32,556 31,885
------------ ------------
Basic earnings per share $ 0.04 $ 0.00
============ ============
Earnings per share-assuming dilution $ 0.03 $ 0.00
============ ============
</TABLE>
Options to purchase 330,000 and 785,000 shares of common stock were outstanding
during the three month periods ended December 31, 1997 and December 31, 1996
respectively but were not included in the computations of diluted EPS as the
option exercise price was higher than the average market price of the common
shares.
NOTE 5. LITIGATION
On November 28, 1995, Level One Communications Incorporated ("Level
One") filed a complaint against the Company, in the United States District Court
of Northern California, alleging patent infringement. In the complaint, Level
One claims that the Company has used and sold products in violation of two of
Level One's patents. Level One seeks immediate and permanent injunctive relief
preventing the Company from making, using, or selling any devices that infringe
such patents and unspecified damages. The Company intends to vigorously contest
all of Level One's claims. Based on the Company's review to date, management
believes that it has meritorious defenses to the claims asserted by Level One;
however, there can be no assurance that the outcome of these legal proceedings
will not have a material adverse effect on the Company's financial position or
results of operations. Patent litigation is often highly complex, can extend for
a protracted period of time, can involve substantial cost to the Company and may
divert the attention of the Company's management and technical personnel, which
can substantially increase the cost of such litigation. There can be no
assurance that such costs and diversion of resources will not have a material
adverse effect on the Company's business, financial condition and results of
operations.
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On January 21, 1998, the Court ruled upon certain motions filed by
SEEQ. SEEQ had filed motions to declare all asserted claims of the Level One
patents in the suit as invalid in view of certain prior art. As to these
motions, the Court denied SEEQ's request. SEEQ also had requested leave to amend
its counterclaim to add SEEQ's U.S. Patent 5,504,738. SEEQ asserts that Level
One's products, including the LXT 970 product, infringe the `738 patent in the
manner in which these products incorporate an auto-negotiate feature. The Court
granted SEEQ's motion to amend. Currently, the Level One litigation involves two
Level One patents and SEEQ's `738 patent. The Court has set a trial date for
August, 1998. No other motions are currently pending. There can be no assurance
that such costs and diversion of resources will not have a material adverse
effect on the Company's business, financial condition and results of operations.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion should be read in conjunction with the Interim
Condensed Financial Statements and Notes thereto and the SEEQ Technology
Incorporated Annual Report and annual report on Form 10-K for the fiscal year
ended September 30, 1997.
This report contains forward looking statements that involve risks and
uncertainties. The statements contained in this report that are not purely
historical are forward looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Act of 1934,
including without limitation, statements regarding the Company's expectations,
beliefs, intentions or strategies regarding the future. All forward looking
statements included in this report are based on information available to the
Company on the date hereof, and the Company assumes no obligation to update any
such forward looking statements. The Company's actual results could differ
materially from those discussed in any such forward looking statements. Factors
that might cause such a difference include, but are not limited to those
discussed under the captions "Legal Proceedings" and "Factors Affecting
Operating Results" contained herein and under the caption "Business Risks" in
the Company's fiscal 1997 annual report on form 10K.
RESULTS OF OPERATIONS
Revenues
Net revenues were $7,552,000 in the first quarter of fiscal 1998, an
increase of $928,000 or 14% from net revenues of $6,624,000 for the first
quarter of fiscal 1997. The change in revenue is primarily attributable to an
increase in Fast Ethernet revenues partially offset by a decline in standard
Ethernet revenues. In the first quarter of fiscal 1998, products servicing the
Fast Ethernet market accounted for approximately 61% of revenues compared to 43%
of revenues for the first quarter of fiscal 1997.
Gross Product Margins
The Company includes in cost of revenues all costs associated with
subcontractor manufacturing, electrical testing, subcontractor assembly and
final test of its integrated circuits and subsystems, warehousing, shipping,
product returns and reserves for inventory obsolescence. Allowances for product
returns are netted against revenues. Gross profit for the first quarter of
fiscal 1998 was $3,369,000 or 45% of net revenues, an increase of $1,305,000
over the first quarter of fiscal 1997's gross profit of $2,064,000 or 31% of net
revenues. The increase in gross profit margins is primarily attributable to
changes in product mix, a decline in low margin 10Mbps transceiver revenues, a
shift to higher margin products and lower production costs, all of which were
partially offset by the under-utilization of manufacturing capacity. Gross
margins in future periods will be affected primarily by revenue levels and
changes in product mix, average selling prices, factory utilization, wafer
yields, the introduction of new products, and changes in manufacturing costs.
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Research and Development
Research and development expenditures increased $70,000 from $780,000
in the first quarter of fiscal 1997 to $850,000 in the first quarter of fiscal
1998, primarily due to an increase in tooling costs for new product development.
As a percentage of net revenues, research and development expenditures decreased
from 12% in the first quarter of fiscal 1997 to 11% in the first quarter of
fiscal 1998. The Company expects that the level of research and development
spending will increase in absolute dollars in the next several quarters as a
result of increased development efforts on new LAN products, but may vary as a
percentage of net revenues.
Marketing, General and Administrative Expenses
Marketing, general and administrative expenses increased from
$1,252,000, or 19% of revenues in the first quarter of fiscal 1997 to
$1,534,000, or 20% or revenues in the first quarter of fiscal 1998. The increase
is primarily attributable to higher commissions for outside sales
representatives due to the growth in net revenues and increased payroll and
employment expenses. The Company anticipates that the level of marketing,
general and administrative expenses will vary in future periods based on
expected revenue growth.
Interest and other, net
Interest expense increased from $83,000 in the fiscal quarter of fiscal
1997 to $88,000 in the first quarter of fiscal 1998, due primarily to increased
capital lease obligations. Interest and other income, net increased from $86,000
in the first quarter of fiscal 1997 to $135,000 in the first quarter of fiscal
1998. The fluctuations in interest income are directly affected by average cash
balances.
Income Taxes
For the first three months of fiscal 1998 the Company recognized a
portion of its deferred tax asset in the amount of $79,000. This was partially
offset by a provision of $31,000 for income taxes. For the first three months of
fiscal 1997 the Company recorded a provision of $1,000 for income taxes. The
Company's provisions were computed by applying the estimated annual tax rate to
income taxes, taking into account net operating loss carryforwards and
alternative minimum taxes.
FACTORS AFFECTING OPERATING RESULTS
The Company's quarterly operating results have varied significantly in
the past and are likely to vary significantly in the future, depending on a
number of factors, many of which are outside the control of the Company. A
complete description of risk factors is contained in the Company's 1997 Annual
Report on Form 10K, in the section entitled "Risk Factors That May Affect Future
Results." These factors include customer concentration, the timing of
introduction of new products by the Company and its competitors, changes in the
markets addressed by the Company's products, market acceptance of the Company's
and its customers' products, the volume and timing of orders received, changes
in the Company's product mix and customer base, the timing and extent of
research and development expenditures, the availability and cost of
semiconductor wafers from outside foundries, fluctuations in manufacturing
yields, product obsolescence, price erosion, competitive factors, litigation
expenses, cyclical semiconductor industry conditions and general economic
conditions. The Company's net revenue and cost of revenues may vary depending
upon the mix of products sold. Any unfavorable change in manufacturing yields or
product mix, delays in new product introductions, under-utilization of
manufacturing capacity, increased price competition or other factors could have
a material adverse effect on the Company's operating results and financial
condition. Historically, average selling prices in the semiconductor industry
have decreased over the life of any particular product. There can be no
assurance that the average selling prices of the Company's current or future
products will not be subject to significant pricing pressures. In addition, the
Company's business is characterized by short-term orders and shipment schedules,
and customer orders typically can be cancelled or rescheduled without
significant penalty to the customer. Due to the absence of significant
non-cancelable backlog, the Company typically plans its production and inventory
levels based on internal
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forecasts of customer demand, which are highly unpredictable and can fluctuate
substantially. In addition, the Company is limited in its ability to reduce
costs quickly in response to any revenue shortfalls, which could have a material
adverse effect on the Company's business, operating results and financial
condition. Due to the foregoing factors, it is possible that in some future
quarter the Company's operating results will be below the expectations of public
market analysts and investors. In such event, the price of the Company's Common
Stock would likely be materially adversely affected.
The "Year 2000 issue" arises because most computer systems and programs
were designed to handle only a two-digit year, not a four-digit year. When the
Year 2000 begins, these computers may interpret "00" as the year 1900 and could
either stop processing date-related computations or could process them
incorrectly. The Company has recently updated its information systems and
accordingly does not anticipate any internal Year 2000 issues from its own
information systems, databases or programs. However, the Company could be
adversely impacted by Year 2000 issues faced by major distributors, suppliers,
customers, vendors and financial service organizations with which the Company
interacts.
LIQUIDITY AND CAPITAL RESOURCES
The Company has satisfied its cash requirements principally through
cash flow from operations, borrowings under bank lines of credit, capital lease
financing and the public and private sale of securities.
The Company believes that existing sources of liquidity, anticipated
cash flow from operations, and borrowings under the Company's credit facility
will be adequate to satisfy its cash requirements at least through the end of
fiscal 1998. However, there can be no assurance that the Company will have
adequate resources to satisfy such requirements. It may become necessary for the
Company to raise funds from debt and/or equity financing. There can be no
assurance that such funds will be available on terms acceptable to the Company,
if at all. Issuance of additional equity securities could result in dilution to
stockholders. The inability to fund capital requirements would have a material
adverse effect on the Company's business, financial condition and results of
operations.
The Company's cash and cash equivalents balance increased from
$6,937,000 as of September 30, 1997 to $9,516,000 as of December 31, 1997,
primarily from cash provided by operating activities, and partially offset by
capital expenditures and payments of capital lease obligations.
Operating Activities
Cash flows provided by operating activities were $2,810,000 for the
three months ended December 31, 1997 compared to $879,000 for the three months
ended December 31, 1996. The increase is a result of higher net income and
depreciation, and an increase in accounts payable, partially offset by lower
collections of accounts receivable and higher inventories.
Investing Activities
Cash flows used for investing activities were $74,000 during the first
three months of fiscal 1997, compared to $55,000 for the first three months of
fiscal 1996.
Financing Activities
Cash flows used for financing activities were $157,000 in the three
month period ended December 31, 1997 compared to $156,000 in the three month
period ended December 31, 1996. Net proceeds from the issuance of stock pursuant
to stock options and the Company's employee periodic stock purchase plan were
$111,000 for the first three months of fiscal 1997 compared to $82,000 for the
first three months of fiscal 1996. Principal payments against capital lease
obligations were $268,000 for the three months ended December 31, 1997 compared
to $238,000 for the three months ended December 31, 1997.
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In August 1996, the Company entered into a one-year revolving line of credit
agreement with Silicon Valley Bank. This credit agreement was renewed by the
Company in July 1997. Under the terms of the revolving line of credit, the
Company can borrow the lesser of $7,000,000 or an amount determined by a formula
applied to eligible accounts receivable, at a variable interest rate equal to
the prime rate plus 0.25%. The revolving line of credit is secured by a security
interest in the Company's assets, including intellectual property and expires
August 5, 1998. The loan agreement requires the Company to remain profitable
each fiscal quarter and to maintain certain quarterly financial ratios. The loan
agreement also requires the Company to maintain a level of tangible net worth
which, in effect, limits the ability of the Company to make payments of cash
dividends. There were no borrowings outstanding under this revolving line of
credit as of December 31, 1997.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 28, 1995, Level One Communications Incorporated ("Level
One") filed a complaint against the Company, in the United States District Court
of Northern California, alleging patent infringement. In the complaint, Level
One claims that the Company has used and sold products in violation of two of
Level One's patents. Level One seeks immediate and permanent injunctive relief
preventing the Company from making, using, or selling any devices that infringe
such patents and unspecified damages. The Company intends to vigorously contest
all of Level One's claims. Based on the Company's review to date, management
believes that it has meritorious defenses to the claims asserted by Level One;
however, there can be no assurance that the outcome of these legal proceedings
will not have a material adverse effect on the Company's financial position or
results of operations. Patent litigation is often highly complex, can extend for
a protracted period of time, can involve substantial cost to the Company and may
divert the attention of the Company's management and technical personnel, which
can substantially increase the cost of such litigation. There can be no
assurance that such costs and diversion of resources will not have a material
adverse effect on the Company's business, financial condition and results of
operations.
On January 21, 1998, the Court ruled upon certain motions filed by
SEEQ. SEEQ had filed motions to declare all asserted claims of the Level One
patents in the suit as invalid in view of certain prior art. As to these
motions, the Court denied SEEQ's request. SEEQ also had requested leave to amend
its counterclaim to add SEEQ's U.S. Patent 5,504,738. SEEQ asserts that Level
One's products, including the LXT 970 product, infringe the `738 patent in the
manner in which these products incorporate an auto-negotiate feature. The Court
granted SEEQ's motion to amend. Currently, the Level One litigation involves two
Level One patents and SEEQ's `738 patent. The Court has set a trial date for
August, 1998. No other motions are currently pending. There can be no assurance
that such costs and diversion of resources will not have a material adverse
effect on the Company's business, financial condition and results of operations.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER INFORMATION
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
27.1 Financial Data Schedule
(b) No reports on Form 8-K were filed for the period for which this
report is being filed.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
SEEQ TECHNOLOGY INCORPORATED
(Registrant)
Dated: February 5, 1998 By:
/s/ Phillip J. Salsbury
-----------------------------------------
Phillip J. Salsbury
President and Chief Executive Officer
Dated: February 5, 1998 By:
/s/ Gary R. Fish
-----------------------------------------
Gary R. Fish
Vice President, Finance, Chief Financial
Officer and Secretary
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EXHIBITS INDEX
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 9516
<SECURITIES> 0
<RECEIVABLES> 5771
<ALLOWANCES> 0
<INVENTORY> 3805
<CURRENT-ASSETS> 21445
<PP&E> 12673
<DEPRECIATION> 8559
<TOTAL-ASSETS> 28453
<CURRENT-LIABILITIES> 4998
<BONDS> 3046
305
0
<COMMON> 0
<OTHER-SE> 20104
<TOTAL-LIABILITY-AND-EQUITY> 28453
<SALES> 7552
<TOTAL-REVENUES> 7552
<CGS> 4183
<TOTAL-COSTS> 4183
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 88
<INCOME-PRETAX> 1032
<INCOME-TAX> (48)
<INCOME-CONTINUING> 1080
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1080
<EPS-PRIMARY> .04
<EPS-DILUTED> .03
</TABLE>
