THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON SEPTEMBER 15, 1994 PURSUANT
TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JULY 31, 1994
OR
[ ] 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 0-11727
Cooper Development Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
94-2876745
(I.R.S. Employer Identification Number)
2420 Sand Hill Road, Suite 300 Menlo Park, CA 94025
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(415)233-0696
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
Common Stock, $.10 Par Value
Outstanding at July 31, 1994
3,629,376
<TABLE>
COOPER DEVELOPMENT COMPANY AND SUBSIDIARIES
Consolidated Condensed Statements of Operations
(In thousands, except per share figures)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
July 31, July 31,
__________________ _________________
1994 1993 1994 1993
____ ____ ____ ____
<S> <C> <C> <C> <C>
Net sales $5,599 $5,102 $14,298 $13,843
Cost of sales 3,075 1,999 6,737 5,620
______ ______ ______ ______
Gross profit 2,524 3,103 7,561 8,223
______ ______ ______ ______
Research and development expenses 272 166 577 489
Selling, general and administrative expenses 4,528 4,150 12,533 10,854
Amortization of intangible assets 68 68 205 205
______ ______ ______ ______
Operating loss (2,344) (1,281) (5,754) (3,325)
Interest income 164 10 383 39
Interest expense (69) (75) (278) (194)
Other expense, net (69) (645) (138) (379)
______ ______ ______ ______
Loss from continuing operations before
income taxes (2,318) (1,991) (5,787) (3,859)
Provision for income tax benefit (expense) (13) (20) 1,502 (53)
______ ______ ______ ______
Loss from continuing operations (2,331) (2,011) (4,285) (3,912)
Discontinued operations:
Loss from operations (net of tax
benefits of $680 in 1994) - (11) (1,015) (1,103)
Gain on sale of operations (net of taxes
of $2,394 in 1994) - - 16,391 -
______ ______ ______ ______
Income (loss) from discontinued operations - (11) 15,376 (1,103)
______ ______ ______ ______
Net income (loss) $(2,331) $(2,022) $11,091 $(5,015)
====== ====== ====== ======
Net income (loss) per share-primary:
Continuing operations $(0.64) $(0.56) $(1.18) $(1.38)
Discontinued operations - - 4.24 (0.39)
______ ______ ______ ______
Net income (loss) per share-primary $(0.64) $(0.56) $3.06 $(1.77)
====== ====== ====== ======
Net income (loss) per share-fully diluted:
Continuing operations $(0.64) $(0.56) $(0.80) $(1.38)
Discontinued operations - - 3.02 (0.39)
______ ______ ______ ______
Net income (loss) per share-fully diluted $(0.64) $(0.56) $2.22 $(1.77)
====== ====== ====== ======
Weighted average number of shares
outstanding during the period - primary 3,629 3,629 3,629 2,832
====== ====== ====== ======
- fully diluted 3,629 3,629 5,086 2,832
====== ====== ====== ======
<FN>
See accompanying notes to consolidated condensed financial statements.
</TABLE>
COOPER DEVELOPMENT COMPANY AND SUBSIDIARIES
<TABLE>
Consolidated Condensed Balance Sheets
(In thousands)
(Unaudited)
July 31, October 31,
1994 1993
____ ____
ASSETS
<CAPTION>
<S> <C> <C>
Current assets:
Cash and cash equivalents $16,112 $ 2,290
Restricted cash - 1,121
Accounts receivable, net 3,539 2,571
Other receivables 518 617
Inventories 4,472 3,554
Prepaid expenses 502 333
Net assets of discontinued operations - 4,225
______ ______
Total current assets 25,143 14,711
Property, plant and equipment, net 2,607 1,248
Intangible assets, net 105 105
Excess cost over net assets acquired, net 4,814 4,877
Other assets 1,021 308
______ ______
$33,690 $21,249
====== ======
LIABILITIES AND STOCKHOLDERSO EQUITY
Current liabilities:
Short-term borrowings $1,000 $1,300
Notes payable to related parties 2,948 2,948
Accounts payable 3,308 2,968
Accrued expenses 5,450 4,868
Tax liabilities 6,308 4,904
______ ______
Total current liabilities 19,014 16,988
Other long-term liabilities 2,438 3,073
______ ______
Total liabilities 21,452 20,061
______ ______
Stockholders' equity:
Common stock, $.10 par value per share 447 447
Additional paid-in capital 68,580 68,580
Foreign currency translation adjustments 277 286
Accumulated deficit (52,313) (63,404)
Cost of shares held in treasury (4,662) (4,662)
Unrealized loss on marketable securities (91) (59)
______ ______
Total stockholders' equity 12,238 1,188
______ ______
$33,690 $21,249
====== ======
<FN>
See accompanying notes to consolidated condensed financial
statements.
</TABLE>
COOPER DEVELOPMENT COMPANY AND SUBSIDIARIES
<TABLE>
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
July 31,
_________________
1994 1993
____ ____
<CAPTION>
<S> <C> <C>
Cash flows from operating activities:
Net cash used by continuing operating activities $(4,817) $(1,571)
Net cash used by discontinued operating activities (1,708) (1,340)
______ ______
Net cash used by operating activities (6,525) (2,911)
______ ______
Cash flows from investing activities:
Cash acquired in CDSA transaction, net of
amounts disbursed 731 -
Purchases of fixed and intangible assets (637) (787)
Payments for purchase of common stock rights (464) -
Unrealized loss marketable securities - (37)
Proceeds from sale of fixed assets 260 -
Proceeds from sale of discontinued operations 22,521 -
______ ______
Net cash provided (used) by investing activities 22,411 (824)
______ ______
Cash flows from financing activities:
Proceeds from short-term bank borrowings - 1,296
Proceeds from short-term notes payable - 1,142
Repayments of short-term bank borrowings (1,300) -
Repayments of other long-term debt (764) (263)
Net proceeds from sale of common stock - 2,144
______ ______
Net cash provided (used) by financing activities (2,064) 4,319
______ ______
Net increase in cash and cash equivalents 13,822 584
Cash and cash equivalents at beginning of period 2,290 1,111
______ ______
Cash and cash equivalents at end of period $16,112 $1,695
====== ======
<FN>
See accompanying notes to consolidated condensed financial
statements.
</TABLE>
Note 1. Discontinued Operations
On November 2, 1993, pursuant to a Purchase and Sale Agreement,
the Company entered into a definitive agreement with Bausch & Lomb
Incorporated ("B&L") to sell substantially all of the assets of the Revo
sunglass business for $22,500,000 subject to certain adjustments. Pursuant
to a Loan Agreement dated November 2, 1993, the Company borrowed $5,000,000
from B&L. The consummation of the transaction contemplated by the Purchase
and Sale Agreement occurred on January 28, 1994, and the Company received
$22,521,000 of which $17,521,000 was paid in cash and $5,000,000
was paid through cancellation of the entire $5,000,000 of indebtedness to B&L.
The sale of the Revo assets has been accounted for as a discontinued
operation, and, accordingly, the accompanying October 31, 1993 condensed
balance sheet, and condensed statements of operations for the three and
nine months ended July 31, 1994 and 1993, and condensed statements of cash
flows for the nine months ended July 31, 1994 and 1993, have been restated
so as to segregate the net assets of and the net income (loss) from
discontinued operations. As of October 31, 1993, net assets of discontinued
operations consisted of the following (in thousands):
Receivables $3,824
Inventory 2,175
Prepaids 185
Property, plant and equipment, net 690
Intangible assets 1,255
Other assets 11
Notes payable (1,363)
Accounts payable, accruals and
other current liabilities (2,522)
Other long-term liabilities (30)
______
Net assets of discontinued operations $4,225
======
Net sales related to discontinued operations were $3,110,000 and $12,932,000
for the nine months ended July 31, 1994 and 1993, respectively.
In April 1994 the Company completed the assignment of the Freeport lease
and the sale of substantially all of the assets of its Bahamas facility to
Hansi International, LTD. for $250,000. The Company recorded a net gain
of $131,000 on the sale.
Note 2. Acquisition or Disposition of Assets.
Pursuant to a Stock Purchase Agreement, dated as of March 17, 1994, as
amended (the "Stock Purchase Agreement"), entered into between Cooper
Development Company, a Delaware corporation (the "Company"), and
Michael B. Joseph, as Chapter 7 Trustee (the "Trustee") of the Cooper
Laboratories, Inc. Stockholders' Liquidating Trust (the "Trust"), the Company,
on April 27, 1994, acquired from the Trustee all of the outstanding capital
stock of Cooper Development S.A., a Swiss company ("CDSA"), for $3,250,000.
The purchase price was paid as follows: $2,250,000 in cash at the
closing, and the balance through the delivery of a non-interest bearing
promissory note, in the aggregate principal amount of $1,000,000, due
April 27, 1995 (the "Note"), and secured by a letter of credit.
As part of the Stock Purchase Agreement, the Trust has agreed to cooperate
and work with the Company regarding certain outstanding legal matters,
specifically pursuing recoveries from insurers, related to environmental
and DES obligations of the Company.
CDSA is the former parent of Cooper Cosmetics S.A. a Swiss company
("CCSA") which was acquired by the Company in March 1992 and which has
continued since that time to provide administrative services to CDSA. CDSA,
whose assets consist principally of cash, also owns undeveloped real estate
in Mougins, France. As part of the transaction, the Company assumed certain
income tax liabilities.
The sole director and administrator of CDSA, Mr. Buchert, is also the sole
director and administrator of CCSA. In addition, the Company's Chairman of
the Board and President, Parker G. Montgomery, is a former director of
CDSA. Pursuant to a services agreement entered into with Mr. Buchert and
approved by CDSA's previous shareholders, CDSA paid Mr. Buchert approximately
$28,500 during 1993 and through April 1994 for acting as administrator for
CDSA and approximately $50,000 in April 1994 for services rendered in 1993
in connection with the sale by CDSA to an unaffiliated party of real estate
in Mougins, France. Pursuant to a consulting agreement entered into with
Mr. Montgomery and approved by CDSA's previous shareholders CDSA paid
Mr. Montgomery approximately $157,000 during 1993 and through April 1994 for
assisting in the management, development and sale of the real estate referred
to above as well as certain real estate in Mougins, France which is still
owned by CDSA. Messrs. Buchert and Montgomery have voluntarily waived their
right to receive from CDSA any further compensation arising out of any
future sale of the real estate still owned by CDSA.
Note 3. Summary of Significant Accounting Policies - Income Taxes
In February 1992, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 109, Accounting for Income Taxes.
Statement 109 requires a change from the deferral method of accounting for
income taxes of APB Opinion 11 to the asset and liability method of
accounting for income taxes. Under the asset and liability method of
Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109,
the effect on deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the enactment date.
Effective November 1, 1993, the Company adopted Statement 109.
Pursuant to the deferral method under APB Opinion 11, which was applied for
the fiscal year ended October 31, 1993 and prior years, deferred income
taxes are recognized for income and expense items that are reported in
different years for financial reporting purposes and income tax purposes
using the tax rate applicable in the year of the calculations. Under the
deferral method, deferred taxes are not adjusted for subsequent changes in
tax rates.
Note 4. Income Taxes
As discussed in Note 3, the Company adopted Statement 109 as of November 1,
1993. Prior years' financial statements have not been restated to apply
the provisions of Statement 109.
The valuation allowance for deferred tax assets as of November 1, 1993 was
$22,952,000 and as of July 31, 1994 was $17,325,000. The decrease of
$5,627,000 represents primarily the utilization of an amount of the
valuation allowance against the gain for the disposal of Revo.
Income tax expense (benefit) attributable to income from continuing
operations for the nine months ended July 31, 1994 consists of
(in thousands):
Current Deferred Total
_______ ________ _____
Federal $(1,151) - $(1,151)
State and Local (351) - (351)
______ ______ ______
$(1,502) - $(1,502)
====== ====== ======
Note 5. Net Income (Loss) Per Share
Primary net income (loss) per share is computed using the weighted average
number of common shares outstanding during the period.
Fully diluted net income (loss) per share assumes full conversion of the
company's outstanding convertible related party notes payable.
Note 6. Inventories
Inventories as of July 31, 1994 consist of the following (in thousands):
Raw materials $2,161
WorkDinDprocess 3
Finished goods 2,885
______
5,049
Less inventory reserves (577)
______
$4,472
======
Note 7. Management Representation
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all the adjustments necessary to
present fairly the Company's consolidated condensed financial position as
of July 31, 1994 and October 31, 1993 and the consolidated condensed
results of their operations and cash flows for the nine months ended
July 31, 1994 and 1993.
Certain reclassifications not affecting the net loss have been made to the
prior period financial statements to conform those statements to the
current period presentation.
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
On January 28, 1994, the Company sold substantially all of the assets and
the buyer of such assets assumed substantially all of the liabilities of
its subsidiary, Revo, Inc. The results of the Company have been restated
so as to segregate the discontinued operations from continuing operations.
The management discussion that follows pertains to the Company's continuing
operations.
Three and Nine Months Ended July 31, 1994 Compared with Three and Nine
Months Ended July 31, 1993
Net sales for the three and nine months ended July 31, 1994 increased
$497,000 and $455,000 over the prior year periods. The increases are
primarily due to higher sales of dermatology products and other licensed
products sold by the Company's Italian subsidiary. These increases were
partially offset by lower sales of its antiviral product.
Gross profit margin on net sales was 45% and 53% for the three and nine
months ended July 31, 1994 as compared to 61% and 59% for the comparable
periods in 1993. The gross profit margin decrease is primarily
attributable to increased inventory reserves recorded in the third quarter
for certain Cabot products that are to be discontinued. Gross profit
margins were also reduced by close out sales and lower inventory recovery
rates from product returns.
Selling, general and administrative expenses increased $378,000 and
$1,679,000 for the three and nine months ended July 31, 1994. Such increases
are primarily due to higher selling and marketing and financial and
administrative expenses resulting from personnel and facility additions.
Interest income increased $154,000 and $344,000 for the three and nine
months ended July 31, 1994 as a result of investments of the proceeds from
the sale of Revo.
Interest expense for the nine months ended July 31, 1994 increased $84,000
over the comparable period in 1993 due to higher average borrowing levels.
Other income (expense) for the nine months ended July 31, 1994 includes
one-time expenses of $575,000 related to certain litigation and settlement
costs, a gain of $131,000 related to the sale of substantially all of the
assets of the Bahamas facility, and $127,000 of service fee revenue.
Other income (expense) for the nine months ended July 31, 1993 includes
a one-time expense of $589,000 related to a change in estimated liability for
certain environmental clean-up costs of previously owned property and
proceeds of $250,000 from the sale of the rights to Alpha-1 Antitrypsin.
Capital Resources and Liquidity
The Company expects a continuing deficiency in cash from operations in
fiscal 1994. Through July 31, 1994, cash required by continuing operations
was $4,817,000 for the nine months then ended. The Company plans to use the
cash obtained from the sale of the Revo assets, (as described above,
$22,521,000 before payment of various accruals), to fund its short and long
term liquidity and capital expenditure requirements. In addition,
the Company is considering various alternatives including, but not limited
to, acquiring certain product lines or businesses, paying dividends and
investing in various short and long term financial instruments.
PART II
ITEM 1. Legal Proceedings
(a) Avanza Corp.
The Company has purchased options to acquire what management believes to be
in excess of 51% of the outstanding shares, on a fully diluted basis, of
Avanza Corp. ("Avanza"), a privately-held California corporation engaged
primarily in the development, manufacture and distribution of cosmetics and
beauty aids. The options currently contemplate a purchase price of $2.04 per
share, based on various factors, including an aggregate purchase price
of $5,000,000 for all of the Avanza shares issued, on a fully diluted basis,
prior to May 1994. The Company paid approximately $462,400 ($.30 per share)
for the options, which payment will be credited against the purchase price
paid for the shares, if the options are exercised. As of August 31, 1994,
the Company had exercised options covering an aggregate of 99,375 shares.
On August 15, 1994, in the Superior Court of the State of California for
the County of San Bernardino, certain of the Avanza shareholders who
granted options to the Company for the purchase of their shares filed a
lawsuit against Avanza and each of its directors alleging, among other
things, breach of fiduciary duty. The primary actions of the Avanza
directors which are the subject of the lawsuit are the purported issuances
to certain directors, officers, employees and a supplier of Avanza, at
$0.97 per share, of 1,096,287 shares of Avanza stock in May and July 1994.
Such issuances, if valid, would result in substantial dilution to the
pre-existing Avanza shareholders and would substantially reduce the
percentage of Avanza shares subject to the options referred to above, thereby
effectively prohibiting the Company from obtaining a controlling interest
in Avanza.
In addition to seeking monetary damages, the plaintiffs have demanded that
Avanza and its directors be enjoined from issuing additional Avanza
securities or any rights to acquire the same. The plaintiffs are also
seeking to have the Court impose a constructive trust with respect to a
majority of the shares purportedly issued in May and July 1994, with such
defendants and Avanza's corporate secretary to be enjoined from taking any
action with respect to any of the Avanza shares placed in the constructive
trust. At a hearing held on August 30, 1994, the Court issued an order
temporarily restraining the defendants from issuing any Avanza securities
or rights to acquire the same. The Court is scheduled to hear the motion
for Preliminary Injunction and Constructive Trust on September 22, 1994.
In the meantime, the parties have been participating in expedited discovery.
On August 25, 1994, the Company, an Avanza shareholder who assisted the
Company in obtaining the Avanza options, and that shareholder's employer
were named as defendants in a related lawsuit brought by Avanza in the
United States District Court for the Central District of California
alleging violation of Section 14(e) of the Williams Act, breach of contract
and various related claims. In addition to seeking monetary damages, the
plaintiff has demanded that the Company be enjoined from exercising the
options granted to it by the Avanza shareholders. On August 30, 1994, the
Court denied the plaintiff's request to enjoin the exercise of the options
by the Company. The Company intends to defend the suit vigorously.
Although the Company believes it has meritorious defenses to the lawsuit
brought by Avanza, the lawsuit, if decided adversely to the Company, could
severely impact or prohibit entirely the Company's acquisition of Avanza
and/or require the Company to pay damages to Avanza. In addition, regardless
of the outcome of the lawsuits, the Company has expended funds in such
litigation and could be required to incur additional expense in the future.
ITEM 1. Legal Proceedings (Continued)
(b) Fuller Laboratories, Inc.
On September 1, 1994, Fuller Laboratories, Inc. ("Fuller") filed a
complaint in the United States District Court, Northern District of
California, Case No. 94-20604, against the Company.
The Complaint asserts claims for breach of contract, breach of the implied
covenant of good faith and fair dealing and breach of fiduciary duty in
connection with a contract dated on or about June 3, 1983 between Fuller
and the Company's predecessor corporation relating to certain rights to the
Company's antiviral product licensed from Fuller (the "Agreement"). The
complaint also seeks an accounting of the antiviral product and any
derivatives sold or transferred by the Company, a constructive trust
and declaratory judgment of the parties' respective rights with respect to
the Agreement. The complaint indicates that Fuller believes the amount of
unpaid royalties it is owed is not less than $600,000.
The Company plans to file an answer to the complaint when due and intends
to vigorously defend this action.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibit
_______
Exhibit 11 Statement Regarding Computation of Net Income
(Loss) Per Share.
There were no reports on Form 8-K filed during the quarter for which this
report is filed.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
Cooper Development Company
(Registrant)
Date: September 14, 1994 By: MICHAEL J. BRADEN/S/
________________________________
Michael J. Braden
Vice President and Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT Description
_______ ___________
Exhibit 11 Statement Regarding Computation of Net Income (Loss)
Per Share
<TABLE>
Exhibit 11
COOPER DEVELOPMENT COMPANY AND SUBSIDIARIES
Statement Regarding Computation of Net Income (Loss) Per Share
Three Months Ended Nine Months Ended
July 31, July 31,
__________________ _________________
1994 1993 1994 1993
____ ____ ____ ____
<CAPTION>
<S> <C> <C> <C> <C>
Weighted average number of common
stock and stock equivalents:
Primary:
Common stock 3,629 3,629 3,629 2,832
Fully diluted:
Common shares issuable upon assumed
conversion of notes from related parties - - 1,457 -
______ ______ ______ ______
3,629 3,629 5,086 2,832
====== ====== ====== ======
Net loss from continuing operations $(2,331) $(2,011) $(4,285) $(3,912)
Interest on notes to related parties 59 - 176 -
______ ______ ______ ______
Net loss from continuing operations fully diluted (2,272) (2,011) (4,109) (3,912)
Discontinued operations, net of taxes - (11) 15,376 (1,103)
______ ______ ______ ______
Net income (loss) - fully diluted $(2,272) $(2,022) $11,267 $(5,015)
====== ====== ====== ======
Net income (loss) per share - primary:
Continuing operations $(0.64) $(0.56) $(1.18) $(1.38)
Discontinued operations - - 4.24 (0.39)
______ ______ ______ ______
Net income (loss) per share - primary $(0.64) $(0.56) $3.06 $(1.77)
====== ====== ====== ======
Net income (loss) per share - fully diluted:
Continuing operations $(0.64) $(0.56) $(0.80) $(1.38)
Discontinued operations - - 3.02 (0.39)
______ ______ ______ ______
Net income (loss) per share - fully diluted $(0.64) $(0.56) $2.22 $(1.77)
====== ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS AND THE CONSOLIDATED CONDENSED
BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-3
<FISCAL-YEAR-END> OCT-31-1994
<PERIOD-END> JUL-31-1994
<CASH> 16,112
<SECURITIES> 0
<RECEIVABLES> 4,393
<ALLOWANCES> 854
<INVENTORY> 4,472
<CURRENT-ASSETS> 25,143
<PP&E> 3,913
<DEPRECIATION> 1,306
<TOTAL-ASSETS> 33,690
<CURRENT-LIABILITIES> 19,014
<BONDS> 0
<COMMON> 447
0
0
<OTHER-SE> 11,791
<TOTAL-LIABILITY-AND-EQUITY> 33,690
<SALES> 14,298
<TOTAL-REVENUES> 14,298
<CGS> 6,737
<TOTAL-COSTS> 6,737
<OTHER-EXPENSES> 138
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 278
<INCOME-PRETAX> 11,303
<INCOME-TAX> 212
<INCOME-CONTINUING> (4,285)
<DISCONTINUED> 15,376
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,091
<EPS-PRIMARY> 3.06
<EPS-DILUTED> 2.22
</TABLE>
