<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities and Exchange
Act of 1934
For the quarterly period ended MARCH 31, 1998
Commission File Number 0-11309
GALILEO CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2526583
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
GALILEO PARK, P.O. BOX 550, STURBRIDGE, MASSACHUSETTS 01566
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (508) 347-9191
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.
Class Outstanding at March 31, 1998
- ---------------------------- -----------------------------
COMMON STOCK, PAR VALUE $.01 8,032,000 SHARES
PAGE 1 OF 15
<PAGE> 2
GALILEO CORPORATION
INDEX
Page No.
PART I. Financial Information: -------
Item 1. Financial Statements (unaudited)
Consolidated Condensed Balance Sheets at March 31, 1998,
and September 30, 1997................................................ 3
Consolidated Condensed Statements of Income for the Three
and Six Months Ended March 31, 1998, and 1997......................... 4
Consolidated Condensed Statements of Cash Flows for the
Six Months ended March 31, 1998, and 1997............................. 5
Notes to Consolidated Condensed Financial Statements.................. 6
Item 2.
Management's Discussion and Analysis of Financial
Condition and Results of Operations................................... 9
PART II. Other Information:
Item 2. Changes in Securities and Use of Proceeds......................... 13
Item 6. Exhibits and Reports on Form 8-K.................................. 13
Signatures........................................................... 14
2
<PAGE> 3
PART I.
ITEM 1. FINANCIAL STATEMENTS
GALILEO CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
Mar. 31, 1998 Sept. 30, 1997
------------- --------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,068 $ 9,546
Accounts receivable, net 7,681 5,639
Inventories, net 10,594 6,614
Other current assets 478 187
------- -------
Total current assets 20,821 21,986
Property, plant and equipment, net 18,277 15,372
Excess of cost over the fair value of assets acquired, net 20,133 3,873
Other assets, net 1,816 1,496
------- -------
Total assets $61,047 $42,727
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 6,512 $ 5,669
Note payable 1,223 --
------- -------
Total current liabilities 7,735 5,669
Other liabilities 1,357 956
Long-term debt 8,800 --
------- -------
Total liabilities 17,892 6,625
------- -------
Shareholders' equity:
Common stock 80 69
Additional paid-in capital 52,000 42,951
Accumulated deficit (8,925) (6,918)
------- -------
Total shareholders' equity 43,155 36,102
------- -------
Total liabilities and shareholders' equity $61,047 $42,727
======= =======
</TABLE>
See Notes to Consolidated Condensed Financial Statements
3
<PAGE> 4
GALILEO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months
March 31, Ended March 31,
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 11,473 $ 8,721 $ 20,040 $ 18,432
Cost of sales 7,501 5,798 13,273 11,234
-------- -------- -------- --------
Gross profit 3,972 2,923 6,767 7,198
Engineering expenses 1,575 1,379 2,966 2,562
Selling and administrative expenses 3,199 2,273 5,765 4,434
Reduction in carrying value of certain
long-lived assets -- -- -- 2,226
Reorganization costs -- 6,872 -- 6,872
-------- -------- -------- --------
4,774 10,524 8,731 16,094
-------- -------- -------- --------
Operating loss before other income
(expense) and income taxes (802) (7,601) (1,964) (8,896)
Other income (expense) (121) 243 (63) 493
-------- -------- -------- --------
Loss before income taxes (923) (7,358) (2,027) (8,403)
Provision (benefit) for income taxes (27) 20 (20) 141
-------- -------- -------- --------
Net loss $ (896) $ (7,378) $ (2,007) $ (8,544)
======== ======== ======== ========
Basic and diluted loss per share $ (0.12) $ (1.08) $ (0.28) $ (1.25)
Weighted average shares outstanding 7,621 6,847 7,248 6,842
</TABLE>
See Notes to Consolidated Condensed Financial Statements
4
<PAGE> 5
GALILEO CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
For the Six Months Ended
March 31,
1998 1997
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (2,007) $(8,544)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation and amortization 1,142 1,685
Reduction in carrying value of certain long-lived assets -- 2,226
Reorganization provision -- 6,451
Other adjustments, net 8 --
Increase (Decrease) in cash from changes in operating assets
and liabilities:
Accounts receivable 1,306 1,741
Inventories (778) (802)
Accounts payable and accrued liabilities (1,597) (190)
Other changes, net 173 (243)
-------- -------
Total adjustments 254 10,868
-------- -------
Net cash provided (used) by operating activities (1,753) 2,324
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (10,627) (5,500)
Capital expenditures (1,682) (2,130)
-------- -------
Net cash used in investing activities (12,309) (7,630)
Cash flows from financing activities:
Proceeds from long-term note payable 8,800 --
Payments on notes payable (2,294) (542)
Proceeds from issuance of common stock 51 102
Other financing activities, net 27 (21)
-------- -------
Net cash provided (used) by financing activities 6,584 (461)
-------- -------
Net decrease in cash and cash equivalents (7,478) (5,767)
Cash and cash equivalents at beginning of period 9,546 18,652
-------- -------
Cash and cash equivalents at end of period $ 2,068 $12,885
======== =======
Supplemental disclosure of cash paid for:
Acquisition of businesses
Fair value of assets acquired $ 28,037 $ 5,500
Gross cash paid 11,340 5,500
Value of common stock issued for acquisition 8,982 --
-------- -------
Liabilities assumed $ 7,715 $ --
======== =======
</TABLE>
See Notes to Consolidated Condensed Financial Statements
5
<PAGE> 6
GALILEO CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except per share data)
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly Galileo
Corporation's (the Company) financial position as of March 31, 1998, and
the results of operations and cash flows for the periods ended March 31,
1998, in conformity with generally accepted accounting principles for
interim financial information applied on a consistent basis. The results of
operations for the three and six months ended March 31, 1998, are not
necessarily indicative of the results to be expected for the full year.
These financial statements should be read in conjunction with the Company's
1997 Annual Report to Shareholders and Form 10-K for the fiscal year ended
September 30, 1997.
2. Classification of inventories is:
<TABLE>
<CAPTION>
March 31, 1998 September 30, 1997
<S> <C> <C>
Finished goods $ 5,198 $2,755
Work-in-progress 1,930 660
Raw materials 3,466 3,199
------- ------
$10,594 $6,614
</TABLE>
3. Acquisitions
(a) Leisegang Feinmechanik-Optik GmbH & Co., KG
In October 1997 the Company acquired all of the outstanding shares of
Leisegang Feinmechanik-Optik GmbH & Co., KG ("Leisegang GmbH") for $2,250
in cash. Leisegang GmbH was a privately held manufacturer and distributor
of colposcopes and accessories. These diagnostic products are sold to
OB/GYN physicians' offices and hospitals primarily through a worldwide
network of sales representatives and distributors. The acquisition was
accounted for using the purchase method of accounting. The purchase price
allocations are preliminary, and the resulting excess of the cost over the
fair value of net assets acquired of $795 is being amortized over 30 years.
Included in notes payable is $1,223 associated with the final acquisition
payment due in October 1998.
(b) OFC Corporation
As of January 1998 the Company acquired all the outstanding shares of OFC
Corporation ("OFC") for approximately $6,338 in cash and 1,154,258 shares
of Galileo Common Stock. OFC designs, manufactures and markets a broad
range of optical components and
6
<PAGE> 7
systems which incorporate the latest advances in photonic technology and
optical coatings. The acquisition was accounted for using the purchase
method of accounting. The purchase price allocations are preliminary and
the resulting excess of the cost over the fair value of net assets acquired
of $12,505 is being amortized over 30 years.
(c) Les Entreprises Galenica, Inc.
In February 1998 the Company acquired all the outstanding shares of Les
Entreprises Galenica, Inc., ("Galenica") for approximately $3,482 in cash.
Galenica manufactures and markets a broad line of disposable, single-use
vaginal specula, the most frequently used diagnostic instrument by OB/GYN
physicians, clinics and hospitals. The acquisition was accounted for using
the purchase method of accounting. The purchase price allocations are
preliminary, and the resulting excess of the cost over the fair value of
net assets acquired of $2,902 is being amortized over 30 years.
Assuming that these acquisitions had been made as of the beginning of
fiscal 1998 and 1997, results for the Company on a pro forma basis would
have been net sales of $25,363 and $28,008 and a net loss of $1,532 and
$7,772, or a loss of $0.21 and $1.14 per share, respectively.
4. In January 1998 the Company entered into a $12,000 revolving credit
facility with a bank. Any loans thereunder may be converted to a three-year
term loan after two years and will bear interest at the prime rate through
June 30, 1998, with a Company option thereafter for LIBOR-based rates under
certain conditions. This facility will be used for acquisitions and working
capital and will provide additional flexibility to carry out current
Company growth initiatives. The facility contains certain covenants and
requirements concerning financial ratios and other indebtedness, as well as
limitations regarding payment of dividends. At March 31, 1998, $8,800 was
outstanding under this facility and included in long-term debt.
5. Fiscal 1997 Nonrecurring Charges
(a) Loss of a Major Customer and Related Reorganization
On February 11, 1997, the company received written notification from its
then largest customer, Xerox Corporation, that Xerox had developed internal
production capabilities for dicorotron assemblies and would no longer
purchase these assemblies from the Company. On March 12, 1997, the Company
announced a reorganization plan in response to this lost business. In
connection with this plan, the Company recorded a nonrecurring charge of
$6,872, or $1.01 per share, in the three months ended March 31, 1997. Sales
to Xerox Corporation amounted to $2,593 and $6,273 for the three and six
months ended March 31, 1997, respectively. The Company completed final
shipments to Xerox during the second quarter of fiscal 1997.
(b) Impairment of Long-Lived Assets
7
<PAGE> 8
In the first quarter of fiscal 1997, the Company adopted Statement of
Financial Accounting Standard No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." This
statement requires impairment losses be recognized for long-lived assets
when indicators of impairment are present and the fair market values of
assets are estimated to be less than carrying amounts. The adoption of this
Standard resulted in a $2,226, or $0.32 per share, nonrecurring, pretax,
noncash charge which reduced certain robotic assembly equipment for the
Company's Medical Products Group to its estimated fair market value.
6. In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earnings per Share." Statement 128
replaced the previously reported primary and fully diluted earnings per
share with basic and diluted earnings per share. Unlike primary earnings
per share, basic earnings per share excludes any dilutive effect of
options, warrants, and convertible securities. Diluted earnings per share
is very similar to the previously reported fully diluted earnings per
share. All earnings per share amounts for all periods of have been
presented, and where necessary, restated to conform to Statement 128
requirements.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Galileo Corporation (the "Company") along with its recently acquired
wholly-owned subsidiary, OFC Corporation, develops, manufactures and markets
products based on its core optical and photonic technologies for applications in
medical products and instruments, telecommunications products, analytical
instruments and office equipment. The Company's core competencies in glass
sciences and experience in fiberoptic and photonic technology are fundamental to
developing and manufacturing its products. The Company markets its products to
original equipment manufacturers (OEMs), through marketing partners,
distributors and direct to end-users. Leisegang Medical, a wholly-owned
subsidiary, develops, manufactures, and markets women's health-related medical
products.
On February 11, 1997, the Company received written notification from its then
largest customer, Xerox Corporation ("Xerox"), that Xerox had developed internal
production capabilities for dicorotron assemblies and would no longer purchase
these assemblies from the Company. These assemblies accounted for approximately
$20.4 million, or 48% of the Company's fiscal 1996 revenues. Reduced revenues
from this product materially adversely affected the Company's financial
performance and resulted in subsequent period losses. In connection with this
loss of business, the Company adopted a reorganization plan and recorded a
charge of $6.9 million in the three months ended March 31, 1997.
The Company's Medical Products consist of a variety of endoscopes in support of
minimally invasive medical procedures. Endoscopes are valuable in any medical
procedure where video imaging can provide accurate diagnosis, improve surgical
performance and reduce patient discomfort. In addition, the fiscal 1996
acquisition of Leisegang Medical, the fiscal 1997 acquisition of the
Sani-Spec(R) product line from C.R. Bard, Inc., and the fiscal 1998 acquisitions
of Leisegang GmbH and Galenica, more fully discussed below, position the Company
as a supplier of medical instrument equipment, principally to the obstetric and
gynecological markets. The Company believes that its medical products offer
significant future growth opportunities.
Leisegang Medical, headquartered in Boca Raton, FL, was a privately-held
distributor and manufacturer of OB/GYN diagnostic and surgical equipment.
Included in its product line are colposcopes produced by Leisegang GmbH, a
related company based in Berlin, Germany. In October 1997 the Company announced
the acquisition of Leisegang GmbH. Leisegang GmbH was a privately held
manufacturer and worldwide distributor of colposcopes and accessories and the
supplier of colposcopes for Leisegang Medical with approximately $3.0 million of
revenues in the fiscal year preceding acquisition. These products are sold to
OB/GYN physicians' offices and hospitals through an internal sales force, sales
representatives and distributors. Leisegang Medical is well known and highly
respected in the gynecological equipment market, estimated to be $200 million
annually, and is a leader in sales to physicians' offices. In addition to
colposcopes, its products include biopsy instruments, ultrasound, video
equipment, laser and electro-surgical systems and accessories, cryosurgery
equipment, surgical instruments, rigid and flexible hysteroscopes, and fetal
heart monitors. These acquisitions also provide Galileo with new distribution
channels that enhance the brand name recognition and market penetration of the
Company's medical imaging and sensing products.
9
<PAGE> 10
In February 1997 the Company acquired the Sani-Spec(R) product line. This
product line includes a comprehensive suite of women's health-related products
used by OB/GYN physicians, clinics and hospitals including Sani-Spec single-use
vaginal specula, Sani-Scope(TM) anoscopes, Spec Light(TM) speculum lights and
Pap Smear kits. The product line is marketed through a nationwide network of
approximately 80 dealers and has been a market leader for over 20 years.
In February 1998 the Company acquired Galenica, Inc. Galenica, based near
Montreal, Canada, was a privately held company that manufactures and markets a
broad line of disposable, single-use vaginal specula, the most frequently used
diagnostic instrument used by OB/GYN physicians, clinics and hospitals. These
products are marketed primarily in the United States, Canada, Latin America and
Europe through an extensive international distributor network. Galenica's
revenues for the fiscal year preceding the acquisition were approximately $3.0
million.
In February 1998 the Company entered into a medical products supply and
distribution agreement with PSS World Medical, Inc. The agreement covers
distribution to physicians' offices and other office-based health care providers
throughout the United States and includes purchase requirements to retain
exclusivity to certain Leisegang products.
As of January 1998 the Company acquired OFC Corporation. OFC designs,
manufactures and markets a broad range of optical components and systems which
incorporate the latest advances in photonic technology and optical coating.
OFC's revenues for the fiscal year preceding the acquisition were approximately
$14.0 million. OFC's products include optical filters, optical lens coatings for
medical devices, laser systems, infrared thermal imaging devices and optical
analytical instruments. OFC's operations also include one of the world's largest
and most technically advanced diamond point turning facilities which
manufactures highly-sophisticated optical components and systems for industrial
lasers and semiconductor instrumentation.
The Company's Scientific Detector and Spectroscopy Products include detectors
and sensors which are used in various instruments in a wide range of markets
including semiconductor processing, life sciences, food processing, bulk and
specialty chemicals, petroleum refining, biotechnology, failure analysis and
quality and process control.
The Company's Fluorolase(R) fiberoptic-based optical amplifier products are
targeted at applications for telecommunications as well as high-speed data and
video transmission. The Company believes that the Fluorolase products offer
significant future growth opportunities.
In addition to investing in research and development activities for all of its
products, the Company is exploring other acquisition opportunities to enhance
product offerings to its customers.
This Report on Form 10-Q contains certain forward-looking statements concerning,
among other things, the Company's plans and objectives for future operations,
planned products and services, expansion into new markets and anticipated
customer demand for its existing and future products and services. Certain
factors that could cause the Company's actual results to differ from those
projected or implied in these forward-looking statements are set forth in
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in the Company's September 30, 1997, SEC Form 10-K and
incorporated herein.
10
<PAGE> 11
RESULTS OF OPERATIONS
Revenues for the three and six months ended March 31, 1998, increased to $11.5
million and $20.0 million from $8.7 million and $18.4 million, respectively,
from the comparable prior-year period. Current fiscal year revenues from
acquisitions, particularly OFC, and revenues from new products have more than
offset the loss of fiscal 1997 revenues from Xerox, as more fully discussed in
the "Overview" section above.
Gross profit (as a percentage of revenues) for the three months ended March 31,
1998, of 34.6%, increased from 33.5% from the comparable prior-year period
primarily due to the impact of product mix and improved operating efficiencies.
Gross profit of 33.8% for the six months ended March 31, 1998, decreased from
39% for the comparable prior-year period as revenues from acquisitions and
revenues from new products are at gross margins lower than prior-year
Xerox-related revenues.
Engineering expenses increased to $1.5 million and $2.9 million for the three
and six months ended March 31, 1998, respectively, primarily due to the
inclusion of expenses from acquisitions and increased spending to support the
development of the Company's medical and telecommunication products.
Selling and administrative expenses increased to $3.2 million and $5.8 million
for the three and six months ended March 31, 1998, respectively, due to the
inclusion of operating expenses from acquisitions.
As a result of the loss of its then largest customer, more fully described in
the "Overview" section above, the Company announced a reorganization plan. In
connection with this plan, the Company recorded a nonrecurring charge of $6.9
million, or $1.01 per share, in the three months ended March 31, 1997. In the
first quarter of fiscal 1997, the Company recorded $2.2 million, or $0.32 per
share, nonrecurring charge to reduce the value of certain robotic assembly
equipment to its estimated fair market value. Excluding the impact of these
charges, net income for the six months ended March 31, 1997, was $0.6 million,
or $0.08 per share.
Other income or expense principally relates to interest earned on investments or
interest paid on bank borrowings.
For both the current and comparable prior-year periods, the Company's effective
tax rate differs from the statutory rate primarily due to available tax loss
carryforwards. The provisions principally relate to foreign, state and franchise
taxes.
FINANCIAL CONDITION
The Company's working capital at March 31, 1998, of $13.1 million decreased from
$16.3 million at September 30, 1997. The change in working capital was primarily
the result of the use of cash for acquisitions, the inclusion of acquired
company balances and operating losses for the year to date.
Capital spending for the six months ended March 31, 1998, amounted to $1.6
million. This compares with $2.1 million of capital expenditures for the
comparable prior-year period. Capital
11
<PAGE> 12
spending for fiscal 1998 primarily relates to machinery and equipment to support
the development of new medical scopes and the Company's telecommunications
products.
In January 1998 the Company entered into a $12 million credit facility with a
bank, $8.8 million of which was outstanding at March 31, 1998, and is included
in long-term debt. Proceeds of this borrowing and available cash balance were
used primarily to fund the Company's 1998 acquisitions. The Company considers
its working capital and available credit facility to be adequate to support its
currently planned operations.
12
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
In January 1998 the company entered into a $12.0 million revolving
credit facility with a bank pursuant to a loan agreement, a copy of
which is filed as Exhibit 4. to this report. The loan agreement
effectively prohibits the payment of cash dividends and includes
financial maintenance requirements and limitations on other
indebtedness.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits:
4. BankBoston, N.A. To Galileo Corporation Loan Agreement Dated
as of January 27, 1998.
27. Financial Data Schedule (EDGAR filing only)
b. Reports on Form 8-K
1. On January 7, 1998, the Registrant filed a Form 8-K for the
agreement to acquire OFC Corporation.
2. On February 12, 1998, the Registrant filed a Form 8-K for
the acquisition of Les Entreprises Galenica, Inc.
3. On February 13, 1998, the Registrant filed a Form 8-K for
the acquisition of OFC Corporation.
4. On April 2, 1998, the Registrant filed on a Form 8-K/A an
amendment for the acquisition of OFC Corporation including
pro forma financial statements.
13
<PAGE> 14
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.
GALILEO CORPORATION
Dated: October 29, 1998 /s/ William T. Hanley
----------------------------------------
William T. Hanley, President and
Chief Executive Officer (Principal
Executive Officer)
/s/ William T. Hanley
----------------------------------------
William T. Hanley, Acting Chief
Financial Officer (Principal Financial
and Accounting Officer)
14
<PAGE> 15
GALILEO CORPORATION
INDEX TO EXHIBITS
Exhibit No. Page No.
- ---------- -------
4 BankBoston, N.A. To Galileo Corporation Loan Previously Filed
Agreement Dated as of January 27, 1998.
27 Financial Data Schedule EDGAR
Filing
Only
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1
<CASH> 2,068
<SECURITIES> 0
<RECEIVABLES> 7,689
<ALLOWANCES> 8
<INVENTORY> 10,594
<CURRENT-ASSETS> 20,821
<PP&E> 58,503
<DEPRECIATION> 40,226
<TOTAL-ASSETS> 61,047
<CURRENT-LIABILITIES> 7,735
<BONDS> 0
0
0
<COMMON> 80
<OTHER-SE> 43,075
<TOTAL-LIABILITY-AND-EQUITY> 61,047
<SALES> 20,040
<TOTAL-REVENUES> 20,040
<CGS> 13,273
<TOTAL-COSTS> 13,273
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,027)
<INCOME-TAX> (20)
<INCOME-CONTINUING> (2,007)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,007)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> (0.28)
</TABLE>
