UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended to
Commission file number 0-3936
Orbit International Corp.
(Exact name of registrant as specified in its charter)
Delaware ID # 11-1826363
(State or other jurisdiction (I.R.S. Employer Identification
incorporation or organization) Number)
80 Cabot Court, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
(516)435-8300
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed
since last report)
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 month (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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15 (d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date:
March 31, 1996. 5,886,000
ORBIT INTERNATIONAL CORP.
The financial information herein is unaudited. However, in the
opinion of management, such information reflects all adjustments
(consisting only of normal recurring accruals) necessary to a fair
presentation of the results of operations for the periods being
reported. Additionally, it should be noted that the accompanying
condensed financial statements do not purport to contain complete
disclosures in conformity with generally accepted accounting
principles.
The results of operations for the three months ended March 31,
1996 are not necessarily indicative of the results of operations for
the full fiscal year ending December 31, 1996.
The condensed consolidated balance sheet as of December 31, 1995
was condensed from the audited consolidated balance sheet appearing
in the 1995 annual report on Form 10-K.
These condensed consolidated statements should be read in
conjunction with the Company's financial statements for the fiscal
year ended December 31, 1995.
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1996 1995
(unaudited)
A S S E T S
Current assets:
Cash and cash equivalents.............. $ 631,000 $ 2,274,000
Investment in marketable
securities (Note 5)................... 1,473,000 7,495,000
Accounts receivable - net of
estimated doubtful accounts........... 2,407,000 854,000
Inventories - at lower of cost (first
in, first out) or market (Notes 2 and
3).................................... 14,827,000 13,124,000
Other current assets................... 596,000 1,669,000
Total current assets................ 19,934,000 25,416,000
Property, plant and equipment - at cost
less accumulated depreciation and
amortization........................... 3,220,000 3,069,000
Excess of cost over the fair value of
assets acquired - less accumulated
amortization........................... 1,887,000 834,000
Restricted investment in marketable
securities (Note 5).................... 7,356,000 7,567,000
Investment in marketable
securities (Note 5).................... 947,000 795,000
Other assets............................. 337,000 347,000
T O T A L .......................... $ 33,681,000 $ 38,028,000
Attention is directed to the accompanying notes to
condensed consolidated financial statements.
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(continued)
March 31, December 31,
1996 1995
(unaudited)
L I A B I L I T I E S
Current liabilities:
Current portion of long-term obligations $ 517,000 $ 2,292,000
Accounts payable........................ 3,925,000 3,860,000
Accrued expenses........................ 4,100,000 4,090,000
Due to factor........................... 13,473,000 15,294,000
Total current liabilities.......... 22,015,000 25,536,000
Long-term obligations (less current
portion above).......................... 1,052,000 1,097,000
Other liabilities......................... 2,077,000 2,077,000
Total liabilities.................... 25,144,000 28,710,000
STOCKHOLDERS' EQUITY
Capital stock - authorized 25,000,000
shares $.10 par value; issued 8,771,000
shares at March 31, 1996 and
December 31, 1995, respectively........ 877,000 877,000
Additional paid-in capital .............. 23,285,000 23,285,000
(Deficit)................................ (4,796,000) (4,026,000)
Unrealized holding (loss) in marketable
securities (Note 5).................... (2,000)
Less treasury stock ( 2,885,000 shares at
March 31, 1996 and December 31, 1995,
respectively) at cost ................. (9,588,000) (9,588,000)
Foreign currency translation adjustment.. (1,239,000) (1,230,000)
Total stockholders' equity.......... 8,537,000 9,318,000
T O T A L........................... $ 33,681,000 $38,028,000
Attention is directed to the accompanying notes to
condensed consolidated financial statements.
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended
March 31
1996 1995
Net sales............................. $ 7,197,000 $10,888,000
Cost of sales (Note 2)................ 5,303,000 8,011,000
Gross profit (Note 2)................. 1,894,000 2,877,000
Other (income), costs and expenses:
Selling, general and administrative 3,177,000 4,119,000
Interest........................... 543,000 655,000
Investment and other (income)
(Note 5)........................... (1,054,000) (1,584,000)
2,666,000 3,190,000
(Loss) before taxes (benefit) on
income............................. (772,000) (313,000)
Taxes (benefit) on income.............
NET (LOSS)............................ $ (772,000) $( 313,000)
NET (LOSS) PER SHARE (Note 1)......... $ (.13) $ ( .05)
Attention is directed to the accompanying notes to
condensed consolidated financial statements.
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
Three Months Ended
March 31,
1996 1995
Cash flows from operating activities:
Net (loss)................................... $ (772,000) $(313,000)
Adjustments to reconcile net (loss) to net
cash provided by (used in) operating
activities:
Depreciation and amortization............... 93,000 92,000
Amortization of goodwill.................... 24,000 168,000
Provision for doubtful accounts............. 236,000 7,000
Compensatory issuance of stock and options.. 262,000
Imputed interest on Acquisition Note........ 71,000
Change in value of marketable trading
securities................................. (171,000)
Purchases of marketable trading
securities................................. (12,238,000)
Proceeds of sales of marketable trading
securities................................. 13,020,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable. (1,789,000) 852,000
Decrease in inventory...................... 862,000 435,000
(Increase) decrease in other current assets 1,075,000 (1,461,000)
Increase (decrease) in accounts payable.... 49,000 (1,187,000)
Increase (decrease) in accrued expenses.... (15,000) 857,000
Net cash provided by (used in) operating
activities............................... (237,000) 394,000
Cash flows from investing activities:
Acquisitions of fixed assets................. (131,000) (190,000)
Purchase of net assets of acquired company... (3,750,000)
Change in value of marketable securities..... 2,000
Purchases of marketable securities........... (11,095,000)
Proceeds of sales of marketable securities... 17,174,000
Decrease in other assets..................... 12,000 22,000
Net cash provided by (used in) investing
activities............................... 2,212,000 (168,000)
(continued)
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)
(unaudited)
Three Months Ended
March 31,
1996 1995
Cash flows from financing activities:
Increase (decrease) in due to factor...... (1,823,000) 1,353,000
Repayments of debt........................ (1,795,000) (1,802,000)
Purchase of treasury stock................ ( 68,000)
Net cash (used in)financing activities.... (3,618,000) ( 517,000)
Effect of exchange rate changes on cash..... 4,000
NET (DECREASE) IN CASH AND CASH
EQUIVALENTS................................ (1,643,000) (287,000)
Cash and cash equivalents - January 1....... 2,274,000 815,000
CASH AND CASH EQUIVALENTS - March 31........ $ 631,000 $ 528,000
Supplemental disclosures of cash flow information:
Three Months Ended
March 31,
1996 1995
Cash paid for:
Interest........................ $ 506,000 $ 559,000
Income taxes (net of $ 444,000
refund in 1995)............... 0 4,000
Supplemental schedule of noncash and financing activities:
[1] In February 1996, the Company acquired the operating assets and
business of Behlman Electronics, Inc. The fair value of the net assets as of
the date of acquisition is presented below:
Inventory $2,560,000
Property, plant and equipment 115,000
Excess of cost over the fair
of assets acquired 1,075,000
$3,750,000
Attention is directed to the accompanying notes to
condensed consolidated financial statements.
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(NOTE 1) - (Loss) Per Share:
(Loss) per share are based on the weighted average number of
common and common equivalent shares (where appropriate) outstanding
during each period. The average number of shares and equivalent
shares outstanding for the three month periods ended March 31, 1996
and 1995 are as follows:
Three Months Ended
March 31
1996 1995
Primary and
Fully Diluted 5,886,000 5,886,000
(NOTE 2) - Cost of Sales:
For interim periods, the Company estimates its inventory and
related gross profit.
(NOTE 3) - Inventories:
Inventories are comprised of the following:
March 31, December 31,
1996 1995
Raw Materials................ $ 3,693,000 $ 1,594,000
Work-in-process.............. 5,387,000 4,756,000
Finished goods............... 5,747,000 6,774,000
T O T A L....... $ 14,827,000 $ 13,124,000
(NOTE 4) - Acquisition:
On February 6, 1996, the Company, through a wholly-owned
subsidiary acquired certain assets subject to certain liabilities of
Astrosystems, Inc. and Behlman Electronics, Inc. ("Behlman"). The
assets are primarily used in the business of manufacturing and
selling various power supply and power source products.
(continued)
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(continued)
The purchase price for the assets, which includes inventory,
equipment and other physical property, was $3,750,000, subject to a
final valuation of said assets as of the closing date. The
transaction was partially financed pursuant to a bridge loan in the
amount of $500,000 from the Company's primary lender in anticipation
of a term loan and revolving credit facility which will replace the
bridge loan. The bridge loan is secured with a mortgage on the
Company's corporate facility.
Had the acquisition been made on January 1, 1995 (unaudited)
proforma sales, loss and loss per share from continuing operations
would have been $13,711,000 , $(99,000)and $(.02) per share
respectively, for the three month period ended March 31, 1995.
(NOTE 5) - Available-For-Sale Securities:
On December 31, 1995 the Company transferred its marketable
securities to the available for sale category of investments.
Avaiable-for-sale securities are carried at fair value, with the
unrealized gains and losses, net of income taxes, reported as a
seperate component of stockholders' equity. The cost of marketable
securities was determined by the specific identification method.
Under the terms of certain credit facilities the Company's
investment portfolio and certain cash balances must be maintained at
a minimum collateral value. On March 31, 1996, this collateral
requirement amounted to approximately $7,083,000 of marketable
securities and $273,000 of cash and cash equivalents.
The following is a summary of available-for-sale securities as
of March 31, 1996:
<TABLE>
<CAPTION>
Cost or Unrealized Unrealized
Amortized Fair Holding Holding
Cost Value Gains (Losses)
<S> <C> <C> <C> <C>
U.S. Treasury bills,
maturing March 1997... $7,081,000 $7,081,000 $ -0- $ -0-
Debt securities issued
by other government
agencies, maturing
March 1997............ 1,031,000 1,042,000 11,000 -0-
Total maturing
within 1 year.... 8,112,000 8,123,000 11,000 -0-
</TABLE>
(continued)
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(continued)
<TABLE>
<CAPTION>
Cost or Unrealized Unrealized
Amortized Fair Holding Holding
Cost Value Gains (Losses)
<S> <C> <C> <C> <C>
Debt securities issued
by other government
agencies, maturing
April 1997 to March
2002.................. 446,000 445,000 -0- (1,000)
Corporate debt
securities, maturing
April 1997 to March
2002.................. 501,000 500,000 -0- (1,000)
Total maturing
after 1 year
through 5 years.. 947,000 945,000 -0- (2,000)
Corporate debt
securities, maturing
April 2002 to March
2007.................. 110,000 113,000 3,000 -0-
Total maturing
after 5 years
through 10 years. 110,000 113,000 3,000 -0-
Corporate debt
securities, maturing
April 2007 and thereafter 336,000 322,000 -0- (14,000)
Total maturing
after 10 years... 336,000 322,000 -0- (14,000)
Total maturing
after 1 year..... 1,393,000 1,380,000 3,000 (16,000)
Total marketable
securities....... $9,505,000 9,503,000 $14,000 $(16,000)
Less included in
restricted assets..... (7,083,000)
Less non-current
marketable securities. (947,000)
Total current marketable
securities....... $1,473,000
</TABLE>
ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity, Capital Resources and Inflation:
Working capital decreased by $1,961,000 to a working capital
deficiency of $2,081,000 during the three month period ended March
31, 1996 from the year ended December 31, 1995 principally due to a
net loss of $772,000 incurred by the Company during the quarter and
to approximately $1,075,000 related to the acquisition of Behlman
which was allocated to goodwill. The Company's working capital ratio
at March 31, 1996 was .9 to 1 compared to 1.0 to 1 at December 31,
1995.
In July 1993, the Company's East/West Division ("East/West")
entered into a Restated and Amended Factoring Agreement with its
primary lender. Advances by the factor prior to the maturity date of
receivables sold bear interest at a rate of prime plus 1.50%. As
security for its obligations under such amended facility, the Company
pledged approximately $6,150,000 of its marketable securities. In
March 1996, the Company used approximately $1,500,000 of such
marketable securities to reduce the amount owed under the facility.
In September 1994, East End Apparel Group, Ltd. ("East End")
entered into a Factoring Agreement with BNY Financial Corporation
("BNY") under the same terms and conditions as East/West. The
facility is guaranteed by the Company and as security for its
obligations under such facility, the Company pledged approximately
$2,500,000 of its marketable securities. Between January and April
1996, the Company used approximately all of such marketable
securities to reduce the amount owed under the facility.
In August 1995, the Company's Canadian Apparel Segment entered
into a new factoring arrangement with a subsidiary of BNY. The new
arrangement provides the Segment with a C$7,000,000 line of credit
and bears interest at prime plus .75%. As security for its
obligations under this facility, the Company has provided the lender
with a C$3,000,000 standby letter of credit.
In February 1996, the Company, through a wholly owned
subsidiary, purchased from Astrosystems, Inc. substantially all of
the assets of its wholly owned subsidiary, Behlman and substantially
all of the assets of its Military Electronics Division. The purchase
price of $3,750,000 was substantially funded by the Company's cash
and a $500,000 bridge loan from BNY. The Company is currently
negotiating a $4,000,000 term loan and revolving credit facility with
BNY, which it expects to complete during the second quarter of 1996.
The proceeds will be used to replace the bridge loan and to provide
working capital for the Company's Electronics Segment.
In March 1996, the Company entered into an agreement with the
sellers of East/West whereby the purchase price for the assets under
the asset purchase agreement dated July 1993 (the "Asset Purchase
Agreement") was reduced from $15,000,000 to $8,850,000 plus other
consideration. Accordingly, the $8,000,000 promissory note to the
sellers was reduced to $1,850,000. The amended note is payable as
follows: (i) $500,000 paid upon the execution of the agreement, (ii)
two $250,000 installments due July 1, 1996 and January 1, 1997,
respectively and (iii) $850,000 payable in quarterly installments
over a five year period commencing March 31, 2002.
Assuming the completion of the $4,000,000 term loan and
revolving credit agreement with BNY, the Company's existing capital
resources (including its bank credit facilities) and its cash flow
from operations are expected to be adequate to cover the Company's
cash requirements for the foreseeable future.
Inflation has not materially impacted the operations of the
Company.
Results of Operations:
Consolidated net sales for the three months ended March 31, 1996
decreased to $7,197,000 from $10,888,000 from the prior period due
principally to decreased revenues from each of its business segments
and, in particular, its U.S. Apparel Segment due to a decrease in
sales at East/West and East End.
The net loss for the three months ended March 31, 1996 increased
to $772,000 from $313,000 from the prior year due principally to
decreased earnings from the Company's Electronics division due to a
decrease in sales from the prior period and to start up costs
associated with its new Behlman subsidiary. This increased loss was
partially offset by a decrease in operating losses at the Company's
Apparel Segments.
Revenues for the United States Apparel Segment for the three
months ended March 31, 1996 decreased to $2,898,000 from $5,082,000
from the comparable period of the prior year due principally to
reduced revenues at East/West and East End. Despite the reduction in
revenues during the period, the operating loss for the three month
period ended March 31, 1996 decreased to $748,000 from $1,185,000
from the comparable period of the prior year due principally to a
reduction in selling, general and administrative expenses.
Revenues for the Canadian Apparel Segment for the three months
ended March 31, 1996 decreased to $1,418,000 from $1,700,000 from the
comparable period of the prior year due to a decrease in the number
of units shipped during the period. Despite the reduction in
revenues during the period, the operating loss for the three month
period ended March 31, 1996 decreased to $271,000 from $339,000 from
the comparable period of the prior year due principally to a
reduction in selling, general and administrative costs.
Revenues for the Electronics Segment for the three months ended
March 31, 1996 decreased to $2,881,000 from $4,106,000 from the
comparable period of the prior year due to a decrease in the number
of units shipped and despite $837,000 of revenues recorded by the
Company's new Behlman subsidiary which was acquired in February 1996.
Operating income decreased to $288,000 for the current period from
$1,303,000 from the prior period due principally to a reduction in
sales and one time start up costs associated with the Behlman
acquisition as well as its transition into the Company's
manufacturing facility.
Consolidated gross profit as a percentage of sales for the three
months ended March 31, 1996 slightly decreased to 26.3% from 26.4%
from the comparable period of the prior year.
Selling general and administrative expenses for the three months
ended March 31, 1996 decreased to $3,177,000 from $4,119,000 from the
comparable period of the prior year due to a reduction in overhead
expenses at the Company's Apparel Segments but increased as a
percentage of sales to 44.1% from 37.8% due to a reduction in
revenues in the current period.
Interest expense decreased for the three months ended March 31,
1996 to $543,000 from $655,000 from the comparable period of the
prior year due principally to i) the pay down of the promissory note
related to the East/West acquisition ii) the partial paydown of
amounts owed under the factoring agreements of its U.S. Apparel
Segment and iii) reduced borrowing of the Company's Canadian Apparel
Segment.
Investment and other income for the three months ended March 31,
1996 decreased to $1,054,000 from $1,584,000 from the comparable
period of the prior year due to insurance proceeds received by the
Company in the prior period resulting from the death of the Company's
former principal officer, a decrease in commission income earned by
the Company's U.S. Apparel Segment and despite the realization of
approximately $800,000 representing the final payment of royalty
income received from Orbit Semiconductor, Inc. pursuant to a Stock
Purchase Agreement signed in November 1991.
The Company did not record any tax benefit on the current pre-
tax loss because of the uncertainty of future realization.
Certain Material Trends
Despite continued profitability in 1996, the Company's
Electronic Segment continues to face a difficult business environment
with increasing pressure on the Company's prices for its sole source
sales and a general reduction in the level of funding for the defense
sector. Based on current delivery schedules and the acquisition of
Behlman, however, revenues for the Electronics Segment should
increase from those levels recorded in the first quarter although
there can be no assurance that such revenues will actually increase.
The Company's Electronics Segment is continuing to seek new
contracts which require up-front design, engineering, prototype and
preproduction costs. While the Segment attempts to negotiate
contract awards for reimbursement of product development there is no
assurance that sufficient monies will be set aside by the government
for such effort. In addition, even if the government agrees to
reimburse development costs, there is still a significant risk of
cost overrun which may not be reimbursable. Furthermore, once the
Company has completed the design and preproduction stage, there is no
assurance that funding will be provided for future production.
The Electronics Segment is heavily dependent upon military
spending as a source of revenues and income. World events have led
the government of the United States to reevaluate the level of
military spending necessary for national security. Any significant
reductions in the level of military spending by the Federal
Government could have a negative impact on the Electronics Segment's
future revenues and earnings. The acquisition of Behlman, however,
has given the Company some diversity with its commercial products
subsidiary which is not affected by fluctuations in military
spending.
In July 1993, the Company acquired the assets of The Panda
Group, Inc., an importer and distributor of women's activewear and
outerwear and in May 1994, started up East End, an importer of
women's outer-wear and sportswear which operation was merged into
East/West in December 1995 and constitutes the Company's United
States Apparel Segment. A majority of the business of both the
United States and the Canadian Apparel Segment is associated with the
sale of outer-wear. The third and fourth quarters are generally the
primary selling seasons for outer-wear sales. Furthermore, where
sales of outer-wear constitutes a significant percentage of such
segment's business, the first and second quarters are historically
weak periods since its customers do not generally request shipment of
merchandise during this time.
Despite the continued market acceptance of its established
lines, a weakened economy in the United States and Canada could have
an adverse impact on the Apparel Segments' revenues and earnings.
The Apparel Segments large customers include many of the major
department stores which may be vulnerable in a weakened economy. In
addition, the financial problems experienced by many retailers has
impacted revenues due to credit concerns of the financial community.
These factors have contributed to a very weak and uncertain apparel
and retail sector. These present conditions, if they continue, could
have a negative impact on the business, operating results and
financial condition of the Apparel Segment in future quarters.
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.
ORBIT INTERNATIONAL CORP.
Registrant
Dated: May 15, 1996 /s/ Dennis Sunshine
Dennis Sunshine, President, Chief
Executive Officer and Director
Dated: May 15, 1996 /s/ Mitchell Binder
Mitchell Binder, Vice President-
Finance, Chief Financial Officer
and Director
PART II
OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits. None
(b) Reports on Form 8-K. An Item 5 Form 8-K dated
February 6, 1996 was filed by the Company regarding
the purchase of assets, subject to certain liabilities
of Astrosystems, Inc., a Delaware corporation and
Behlman Electronics, Inc., a New York corporation.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 631000
<SECURITIES> 1473000
<RECEIVABLES> 4145000
<ALLOWANCES> 1738000
<INVENTORY> 14827000
<CURRENT-ASSETS> 596000
<PP&E> 5876000
<DEPRECIATION> 2656000
<TOTAL-ASSETS> 33681000
<CURRENT-LIABILITIES> 22015000
<BONDS> 3129000
0
0
<COMMON> 877000
<OTHER-SE> 7660000
<TOTAL-LIABILITY-AND-EQUITY> 33681000
<SALES> 7197000
<TOTAL-REVENUES> 7197000
<CGS> 5303000
<TOTAL-COSTS> 5303000
<OTHER-EXPENSES> 3177000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 543000
<INCOME-PRETAX> (772000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (772000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (772000)
<EPS-PRIMARY> (.13)
<EPS-DILUTED> (.13)
</TABLE>
