<PAGE> 1
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 10-Q
--------------------------------
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 1995
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 1-8574
UNITED FOODS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 74-1264568
(State of Incorporation) (I.R.S. Employer Identification No.)
TEN PICTSWEET DRIVE, BELLS, TN 38006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (901) 422-7600
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
--- ---
On October 10, 1995, 5,914,719 shares of Class A Common Stock and
5,882,779 shares of Class B Common Stock of United Foods, Inc. were
outstanding.
================================================================================
<PAGE> 2
INDEX
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
Part I: Financial Information:
Item 1: Financial Statements:
Balance Sheets 2-3
Statements of Operations 4
Statements of Cash Flows 5-6
Notes to Financial Statements 7-8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8-10
Part II: Other Information and Signatures 11
Exhibit A - Computation of Earnings Per Common Share 12
</TABLE>
1
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
------------------------------
UNITED FOODS, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1995 1995
---------------- --------------
Unaudited
<S> <C> <C>
ASSETS
Current Assets:
Cash $ 750 $ 452
Accounts Receivable 13,767 15,328
Inventories (Note 3) 57,514 40,364
Prepaid Expenses and Miscellaneous 3,778 5,061
Refundable Taxes (Note 4) 177 0
Deferred Income Taxes (Note 4) 841 557
---------------- ----------------
Total Current Assets 76,827 61,762
---------------- ----------------
Property and Equipment: (Note 8)
Land and Land Improvements 8,146 8,083
Buildings and Leasehold Improvements 18,509 18,224
Machinery, Equipment and Improvements 83,453 75,163
---------------- ----------------
110,108 101,470
Less Accumulated Depreciation (55,816) (52,241)
---------------- ----------------
Net Property and Equipment 54,292 49,229
---------------- ----------------
Other Assets 2,637 3,166
---------------- ----------------
Total Assets $ 133,756 $ 114,157
---------------- ----------------
</TABLE>
See accompanying notes to financial statements.
2
<PAGE> 4
UNITED FOODS, INC.
BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
AUGUST 31, FEBRUARY 28,
1995 1995
---------------- ----------------
Unaudited
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $ 16,582 $ 8,301
Accruals 9,253 7,404
Income Taxes Payable (Note 4) 0 742
Current Maturities of Long-term Debt 4,302 4,302
---------------- ----------------
Total Current Liabilities 30,137 20,749
Long-term Debt, Less Current Maturities 40,708 30,076
Deferred Income Taxes (Note 4) 5,701 5,892
---------------- ----------------
Total Liabilities 76,546 56,717
---------------- ----------------
Stockholders' Equity:
Common Stock, Class A (Note 5 and 7) 7,648 7,648
Common Stock, Class B, Convertible (Note 5 and 7) 7,098 7,098
Additional Paid-in Capital 8,679 8,687
Retained Earnings 41,685 41,921
---------------- ----------------
65,110 65,354
Less Cost of Treasury Stock (7,900) (7,914)
---------------- ----------------
Total Stockholders' Equity 57,210 57,440
---------------- ----------------
Total Liabilities and Stockholders' Equity $ 133,756 $ 114,157
---------------- ----------------
</TABLE>
See accompanying notes to financial statements.
3
<PAGE> 5
UNITED FOODS, INC.
STATEMENTS OF OPERATIONS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED AUGUST 31, ENDED AUGUST 31,
--------------------------- -----------------------------
1995 1994 1995 1994
----------- ----------- ------------ -----------
<S> <C> <C> <C> <C>
Gross Sales and Services Less Discounts, Returns
and Allowances $ 39,885 $ 44,061 $ 84,704 $ 88,489
Costs of Sales and Services (Note 3) 32,489 34,129 68,132 68,384
----------- ----------- ----------- -----------
Gross Profit 7,396 9,932 16,572 20,105
Selling, Administrative and General Expenses 7,446 8,241 15,408 16,255
----------- ----------- ----------- -----------
Operating Income (Loss) (50) 1,691 1,164 3,850
----------- ----------- ----------- -----------
Interest Income (Expense) - Net (855) (650) (1,542) (1,268)
Miscellaneous Income (Expense) - Net (9) (153) (13) (156)
----------- ----------- ----------- -----------
Total Other Income and (Expense) (864) (803) (1,555) (1,424)
----------- ----------- ----------- -----------
Income (Loss) Before Taxes on Income (Benefit) (914) 888 (391) 2,426
Taxes on Income ( Benefit) (Note 4) (362) 359 (155) 951
----------- ----------- ----------- -----------
Net Income (Loss) $ (552) $ 529 $ (236) $ 1,475
=========== =========== =========== ===========
Common Share and Common Share Equivalent
(Note 6) 11,797 12,351 11,796 12,775
=========== =========== =========== ===========
EARNINGS (LOSS) PER COMMON SHARE AND COMMON
SHARE EQUIVALENT: (NOTE 6) $ (.05) $ .04 $ (.02) $ .12
=========== =========== =========== ===========
Cash Dividends Per Common Share:
Class A $ -0- $ -0- $ -0- $ -0-
Class B $ -0- $ -0- $ -0- $ -0-
</TABLE>
See accompanying notes to financial statements.
4
<PAGE> 6
UNITED FOODS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED AUGUST 31,
------------------------------------
1995 1994
---------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) $ (236) $ 1,475
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation and amortization 3,577 3,465
Reduction in carrying value of property held for disposal 0 212
Provision for losses on accounts receivable 94 103
(Gain) Loss on disposal of property and equipment 4 (86)
Deferred income taxes (475) 658
Change in assets and liabilities:
Accounts and notes receivable 1,467 (156)
Inventories (17,150) (12,909)
Prepaid expenses and miscellaneous 1,283 719
Refundable income taxes (177) (277)
Other assets 516 (307)
Accounts payable and accruals 10,298 10,404
Income taxes payable (742) (75)
----------------- -----------------
Net cash provided (used) by operations (1,541) 3,226
----------------- ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (8,815) (7,421)
Proceeds from sale of other property and equipment 16 177
---------------- ----------------
Net cash (used) by investing activities (8,799) (7,244)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term borrowings 12,865 4,506
Reductions of long-term debt (2,233) (1,442)
Purchase of Treasury Stock -0- (2,587)
Exercise of Stock Options 6 0
---------------- ----------------
Net cash provided by financing activities 10,638 477
---------------- ----------------
NET INCREASE (DECREASE) IN CASH FOR THE PERIOD 298 (3,541)
CASH AND CASH EQUIVALENTS, beginning of period 452 3,996
---------------- ----------------
CASH AND CASH EQUIVALENTS, end of period $ 750 $ 455
---------------- ----------------
See accompanying notes to financial statements.
</TABLE>
5
<PAGE> 7
UNITED FOODS, INC.
STATEMENTS OF CASH FLOWS (UNAUDITED)
(CONCLUDED)
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX
MONTHS ENDED AUGUST 31,
-------------------------------
1995 1994
----------- -----------
<S> <C> <C>
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
INFORMATION:
Cash paid during the six months for:
Interest $ 1,441 $ 1,350
Income taxes $ 1,364 $ 570
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Capital expenditures of $142, $310, $59 and $1,469 are included in accounts
payable at August 31, 1995, February 28, 1995, August 31, 1994 and February
28, 1994, respectively.
</TABLE>
See accompanying notes to financial statements.
6
<PAGE> 8
UNITED FOODS, INC.
NOTES TO FINANCIAL STATEMENTS
1. The interim financial statements should be read in conjunction with the
Company's Annual Report on Form 10-K for the year ended February 28, 1995.
Significant accounting policies and other disclosures normally provided
have been omitted since such items are disclosed therein.
In the opinion of the Company, the accompanying unaudited financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly its financial position as of August
31, 1995, its results of operations for the three and six months ended
August 31, 1995 and 1994, and cash flows for the six months ended August
31, 1995 and 1994.
2. The results of operations for the three and six months ended August 31,
1995 and 1994 are not necessarily indicative of the results to be expected
for the fiscal year.
3. Inventories are summarized as follows:
<TABLE>
<CAPTION>
AUGUST 31, 1995 FEBRUARY 28, 1995
--------------- -----------------
<S> <C> <C>
Finished products $51,213,000 $35,358,000
Raw materials 2,520,000 2,296,000
Growing crops 2,576,000 2,008,000
Merchandise and supplies 1,205,000 702,000
----------- -----------
$57,514,000 $40,364,000
----------- -----------
</TABLE>
Substantially all of the Company's inventories are valued at the lower of
cost (first-in, first-out) or market at each fiscal year end. However, due
to the seasonality of vegetable processing, the gross profit method, at
the estimated annual rate, is used to determine frozen vegetable cost of
goods sold in interim financial statements.
4. Taxes on income consist of the current and deferred taxes required to be
recognized for the periods. Approximately $2,300,000 in operating loss
carryforwards is available to reduce future taxable income through 2008
and, in accordance with the provisions of Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", the related
future income tax benefits have been recognized by the Company.
5. Each Class B common share is convertible into one share of Class A common
stock at the holder's election. Holders of the Class A common stock are
entitled to a preference dividend of $.025 per share for any quarter and
each preceding quarter of the Company's fiscal year before the holders of
the Class B common stock are entitled to any regular cash dividend. Class
A shareholders have the right to elect a number of directors that equal at
least 25% of the members of the board of directors. In addition, on
matters requiring the classes to vote together, the Class A holders are
entitled to 1/10 vote per share and holders of Class B common stock are
entitled to one vote per share.
6. Earnings per share of common stock and common stock equivalents have been
computed based upon the weighted average number of shares outstanding
during the three and six months ended August 31, 1995 and August 31, 1994,
respectively. The assumed exercise of common stock options does not
materially dilute earnings per share for the three and six months ended
August 31, 1994 and common stock equivalents are not considered in the
computation for the three and six months ended August 31, 1995 as the
effect would be anti-dilutive.
7. The Company announced August 28, 1995 that it had agreed to purchase
831,169 shares (or approximately 14%) of its Class A Common Stock and
181,400 shares (or approximately 3%) of its Class B Common Stock from The
Baupost Group, Inc. and The Baupost Fund, for a purchase price of $2.25
per share or total of $2,278,280.25 in cash. The transaction, which will
be funded with borrowings against the Company's line of credit, is
expected to close on October 31, 1995.
7
<PAGE> 9
8. On September 29, 1995 the Company purchased its previously leased facility
in Santa Maria, California. The purchase price of $8,000,000 was 100%
financed at 9 1/4% interest under a 15 year mortgage.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial condition and earnings
during the periods included in the accompanying balance sheets and statements
of income.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of cash are operations and external committed
credit facilities. At August 31, 1995, the Company's revolving credit
facilities provide a maximum availability of $31,000,000, which is scheduled to
be reduced to $26,000,000 at December 31, 1995. The Company's sources of
liquidity are expected to adequately meet requirements for the fiscal year and
the foreseeable future; however, new financing alternatives are constantly
evaluated to determine their practicality and availability in order to provide
the Company with sufficient and timely funding at the least possible cost. The
Company's revolving credit facilities mature in fiscal 1999. One year
extensions of the maturity dates of the revolving credit facilities are
considered by the lenders annually. If annual extensions are not granted, the
Company will then investigate revolving credit facilities with other lenders
and believes it can replace any current revolving credit facility within 24
months.
Operations used cash of $1,541,000 during the six months ended August 31, 1995
and provided cash of $3,226,000 during the same period of the prior year. A
substantial portion of this change is attributable to increases in inventories
primarily due to timing of deliveries under the Supply Agreements, partially
offset by decreases in accounts receivable. The reduction in accounts
receivable is largely due to the decline in sales experienced by the Company
during the quarter.
Investing activities used cash of $8,799,000 for the six months ended August
31, 1995, compared with cash used of $7,244,000 during the same period of the
prior year, primarily as the result of increased capital expenditures. Current
year expenditures include $1,942,000 under the program discussed below in
"Capital Expenditures" designed to restore the throughput of the Company's
facilities to original capacity and to expand production capacity.
Financing activities provided cash of $10,638,000 for the six months ended
August 31, 1995. This net increase in borrowings was due to the increase in
inventory and the capital expenditures previously mentioned. Financing
activities produced cash of $477,000 for the six months ended August 31, 1994.
Working capital at August 31, 1995 was $46,690,000 compared to $41,013,000 at
February 28, 1995. The increase is primarily due to the increase in
inventories, offset in part by increase in accounts payable and accruals.
The Company's ratio of debt to equity increased to 1.34 to 1 at August 31,
1995, from .99 to 1 at February 28, 1995.
CAPITAL EXPENDITURES
Capital expenditures for fiscal 1996, including the $8,815,000 made during the
six months ended August 31, 1995, are expected to approximate $20,000,000 which
is approximately $13,000,000 more than depreciation expense expected to be
recorded in fiscal 1996 and will include the September 29, 1995, $8,000,000
purchase of its leased facility located in Santa Maria, California. Under the
terms of the purchase, it will be 100% financed at 9 1/4% interest and
amortized over 15 years.
Capital expenditures will be for normal replacement of older equipment with
more efficient and energy saving equipment, to restore the throughput of the
Company's facilities to their approximate original capacity, and to expand
production capacity to permit the Company to meet its customer needs and
obligations under two multi-year reciprocal supply agreements with other food
processors. These expenditures are expected to be funded from operations and
the Company's revolving credit facilities.
8
<PAGE> 10
RESULTS OF OPERATIONS
OVERVIEW AND TRENDS
The Company's product line is made up of agricultural products which are
subject to the cyclical conditions and risks inherent in the agricultural
industry. The Company bears part of the growing risks and all of the processing
and marketing risks of these agricultural products. Weather abnormalities and
excess inventories sometimes cause substantial reductions in the annual volume
of product processed in facilities that are owned or leased by the Company.
When this happens, the unit cost of that year's production will increase
substantially, resulting in reduced profit margins for one or more years. On
the other hand, when bumper crops occur unit costs will decrease but selling
prices will, in general, be depressed.
The Company has always been faced with very strong competition in the
marketplace from large brand name competitors, private regional U. S. vegetable
processors, and privately-owned Mexican vegetable processors. These competitive
pressures, coupled with low overall industry growth, have led to weak market
pricing. We anticipate that this condition will continue for several years.
In addition to general inflation and the growing, processing and marketing
risks described above, the Company is facing the significant costs associated
with increasing governmental regulation, the loss of land and water available
for agriculture in California and the increasing competition due to world-wide
facilitation of trade. As a result of these factors, the Company's earnings
history is cyclical and will continue to be so in the future.
The effect on the Company's operations and its ability to withstand the costs
of future healthcare, labeling, OSHA, EPA, taxation and other governmental
regulations is unknown.
SUPPLY AGREEMENTS
The Company has entered into two multi-year reciprocal supply agreements
("Supply Agreements") with other food processing companies. Through these
agreements the Company procures vegetables grown and processed in the United
States. Also, the Company sells frozen vegetables processed at the Company's
Tennessee and California facilities to the other food processors.
REVENUES
Net sales and service revenue decreased $4,176,000 (9.5%) and $3,785,000 (4.3%)
for the three and six months periods ended August 31, 1995, respectively, as
compared with the same periods of the prior year. Sales volume decreased 10.4%
and 5.7% for the three and six month periods, respectively. The decrease in
revenues and volume is primarily attributable to extremely competitive market
conditions which are expected to continue for some time.
Sales allowances decreased $822,000 (10.8%) for the quarter and $506,000 (3.3%)
for the six months, as compared to the prior year primarily due to lower gross
sales. However, sales allowances, as a percent of gross product sales,
increased for both periods as compared to the prior year.
COST OF SALES AND SERVICES AND GROSS PROFIT
Gross profit decreased $2,536,000 (25.5%) and $3,533,000 (17.6%) for the three
and six month periods ended August 31, 1995, respectively as compared with the
same periods of the prior year. The gross margin decreased from 22.54% to
18.54% and from 22.72% to 19.56% for the quarter and six months, respectively.
Further, the gross profit method, at the estimated annual gross profit rate, is
used to determine cost of goods sold in interim financial statements (See Note
3 - Notes to Financial Statements). Cost of sales and services decreased
$1,640,000 (4.8%) for the quarter and $252,000 (.4%) for the six months as
compared with same periods of the prior year primarily as a result of the 10.4%
and 5.7% respective sales volume decreases in current year which were partially
offset by increased packaging, raw material and plant operating costs.
9
<PAGE> 11
Additionally, during the three and six months, the Company recorded minor
repair and maintenance charges to operations as part of an ongoing program to
restore the throughput of the Company's facilities to their approximate
original capacity. As discussed in "Financial Condition, Liquidity and Capital
Resources", the Company made approximately $1,942,000 of related capital asset
additions under this program during the six month period ended August 31, 1995.
Repair and maintenance charges and capital asset additions to restore the
throughput of the Company's facilities are expected to be significant for the
next 2-3 years.
SELLING, ADMINISTRATIVE AND GENERAL EXPENSES
Selling, administrative and general expenses decreased $795,000 (9.6%) and
$847,000 (5.2%), respectively, for the three and six month periods ended August
31, 1995, as compared to the same periods of the prior year. Administrative and
general expenses accounted for $783,000 (16.4%) and $922,000 (9.8%) of the
decrease for the three and six months respectively, primarily as the result of
decreased incentive compensation and related benefits and decreased production
incentive compensation related to the Company's mushroom farms. Storage
expenses increased $71,000 (3.4%) and $207,000 (5.1%) for the three and six
months respectively, primarily due to higher average inventories in fiscal
1996. Other expenses decreased $83,000 (6.1%) and $132,000 (4.6%) for the three
and six months, respectively, primarily as the result of decreased brokerage,
advertising and other selling expenses.
INTEREST EXPENSE
Interest expense - net increased $205,000 (31.5%) for the quarter and $274,000
(21.6%) for the six months as compared to the same periods of the prior year
due to higher average borrowings related to higher inventories and higher
average interest rates.
MISCELLANEOUS INCOME (EXPENSE)
Miscellaneous Expense in the amount of $9,000 and $13,000 for the three and six
months ended August 31, 1995 relate to net losses of $4,000 on the sale of
plant, property and equipment and miscellaneous expense of $9,000 during the
six months.
Miscellaneous Expense in the amount of $153,000 and $156,000 for the three and
six months ended August 31, 1994, respectively, reflect a $212,000 charge
resulting from a reduction in the carrying value of property held for disposal
plus $30,000 in anticipated expenses related thereto, offset by net gains on
sale of property, plant and equipment in the amount of $89,000 and $86,000 for
the respective periods.
TAXES ON INCOME
Taxes on income for the three and six months ended August 31, 1995 and 1994
consist of current and deferred taxes provided at the estimated effective
federal and state tax rates expected to be recognized for the respective
periods.
10
<PAGE> 12
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit -
11 Computation of earnings per common share.
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K - There were no reports
on Form 8-K filed for during the three
months ended August 31, 1995.
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.
UNITED FOODS, INC.
Date: October 13, 1995 By /s/ C.W. Gruenewald, II
---------------------- -----------------------------------
C.W. Gruenewald, II
Senior Vice President,
Chief Financial Officer & Treasurer
11
<PAGE> 1
PART II - EXHIBIT A
UNITED FOODS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED AUGUST 31, ENDED AUGUST 31,
------------------------------ ------------------------------
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
SHARES:
Weighted average number of common shares
outstanding 11,797,498 11,975,860 11,795,840 12,423,218
Effect of shares issuable under option
plan and warrants as determined by the
treasury stock method (A) 374,679 (A) 352,027
------------ ------------ ------------ ------------
Weighted average number of common shares
outstanding as adjusted 11,797,498 12,350,539 11,795,840 12,775,245
------------ ------------ ------------ ------------
PER COMMON SHARE COMPUTATIONS:
Net Income (Loss) $ (552,000) $ 529,000 $ (236,000) $ 1,475,000
============ ============ ============ ============
Net Income (Loss) $ (.05) $ .04 $ (.02) $ .12
============ ============ ============ ============
</TABLE>
(A) Not considered in computation as the effect would be anti-dilutive.
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-END> AUG-31-1995
<CASH> 750
<SECURITIES> 0
<RECEIVABLES> 14,075
<ALLOWANCES> 308
<INVENTORY> 57,514
<CURRENT-ASSETS> 76,827
<PP&E> 110,108
<DEPRECIATION> 55,816
<TOTAL-ASSETS> 133,756
<CURRENT-LIABILITIES> 30,137
<BONDS> 40,708
<COMMON> 14,746
0
0
<OTHER-SE> 42,464
<TOTAL-LIABILITY-AND-EQUITY> 133,756
<SALES> 84,704
<TOTAL-REVENUES> 84,704
<CGS> 68,132
<TOTAL-COSTS> 68,132
<OTHER-EXPENSES> 15,395
<LOSS-PROVISION> 94
<INTEREST-EXPENSE> 1,542
<INCOME-PRETAX> (391)
<INCOME-TAX> (155)
<INCOME-CONTINUING> (236)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
