FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 1-3315
PUBLICKER INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0991870
(State of incorporation) (I.R.S. Employer Identification No.)
1445 East Putnam Avenue, Old Greenwich, Connecticut 06870
(Address of principal executive offices)
(203) 637-4500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No .
Number of shares of Common Stock outstanding as of March 31, 1997: 14,498,585
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS AS OF
MARCH 31, 1997 AND DECEMBER 31, 1996
(in thousands of dollars)
March 31, December 31,
1997 1996
(unaudited)
ASSETS
Current assets:
Cash, including short-term investments of $15,688
in 1997 and $18,173 in 1996 $ 15,766 $18,318
Trade receivables, less allowance for doubtful accounts
(1997 - $54; 1996 - $92) 3,552 3,008
Inventories 2,098 2,506
Other 626 667
Total current assets 22,042 24,499
Property, plant and equipment:
Land 234 234
Buildi ngs 2,326 2,326
Machinery and equipment 3,370 3,322
Less - accumulated depreciation (1,913) (1,778)
4,017 4,104
Goodwill 2,732 2,752
Other assets 1,622 1,740
$ 30,413 $ 33,095
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term obligations, including current maturities $ 123 $ 489
Trade accounts payable 1,136 1,564
Accrued liabilities 5,111 5,012
Total current liabilities 6,370 7,065
Long-term debt 1,244 1,273
Other non-current liabilities 10,945 10,761
Total liabilities 18,559 19,099
Shareholders' equity:
Common shares, $0.10 par value,
Authorized, 40,000,000 shares
Issued - 16,058,937 shares in 1997 and 16,037,937 in 1996 1,606 1,604
Additional paid-in capital 48,263 48,240
Accumulated deficit (since January 1, 1984) (32,695) (31,737)
Common shares held in treasury, at cost (5,320) (4,111)
Total shareholders' equity 11,854 13,996
$ 30,413 $ 33,095
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(in thousands of dollars except per share data)
(unaudited)
Three Months Ended
March 31,
1997 1996
Sales and revenues:
Sales of goods $ 4,115 $ 3,736
Revenues from services 1,713 2,005
5,828 5,741
Costs and expenses:
Cost of sales 2,889 3,508
Cost of services 1,245 1,530
General and administrative expenses 1,942 2,475
Selling expenses 300 268
Special charge - 995
6,376 8,776
Income (loss) from operations (548) (3,035)
Other (income) expenses:
Interest income (194) (10)
Interest expense 108 354
Cost of pensions - nonoperating 226 184
Other costs 270 143
410 671
Income (loss) from continuing operations
before income taxes (958) (3,706)
Income tax benefit - 1,556
Income (loss) from continuing operations (958) (2,150)
Discontinued operations:
Income from discontinued operations - 885
Gain on sale of discontinued operations - 8,764
Net income (loss) $ (958) $ 7,499
Earnings (loss) per common share:
Continuing operations $ (.06) $ (.13)
Discontinued operations - .59
$ (.06) $ .46
Common shares used in calculation of
earnings per share 15,152,960 16,443,702
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(in thousands of dollars except share data)
(unaudited)
Accumulated
Common Shares Additional Deficit Common Share-
Shares Paid-in Since Treasury holders'
Issued Amount Capital 1-1-84 Shares (1) Equity
Balance -
December 31, 1996 16,037,937 $ 1,604 $ 48,240 $(31,737) $(4,111) $13,996
Issuance of
common shares 21,000 2 23 - - 25
Purchase of treasury shares - - - - (1,209) (1,209)
Net loss - - - (958) - (958)
Balance -
March 31, 1997 16,058,937 $1,606 $48,263 $(32,695) $(5,320) $11,854
(1) Represents 1,560,352 and 678,352 of common shares held in
treasury at March 31, 1997 and December 31, 1996, respectively.
<PAGE>
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(in thousands of dollars)
(unaudited)
Three Months Ended
March 31,
1997 1996
Cash flows from operating activities:
Income (loss) from continuing operations $(958) $(2,150)
Adjustments to reconcile income (loss) to net cash provided by
(used in) continuing operations:
Income tax benefit - (1,556)
Depreciation and amortization 275 170
Changes in operating assets and liabilities:
Trade receivables (544) 60
Inventories 408 193
Other current assets 41 (82)
Other assets (2) 116
Trade accounts payable (428) 536
Accrued liabilities (603) 1,055
Other non-current liabilities 184 (123)
Net cash provided by (used in) continuing operations
(1,627) (1,781)
Income from discontinued operations - 9,649
Adjustments to reconcile income to net cash provided by (used in)
discontinued operations:
Gain on sale of discontinued operations - (13,658)
Charge in lieu of income taxes - 5,535
Increase in net assets of discontinued operations (443) (1,795)
Net cash provided by (used in) discontinued operations (443) (269)
Net cash provided by (used in) operating activities (2,070) (2,050)
Cash flows from investing activities:
Proceeds from sale of discontinued operations 1,145 30,600
Capital expenditures (48) (297)
Net cash provided by (used in) investing activities 1,097 30,303
Cash flows from financing activities:
Repayments under revolving credit lines - (4,312)
Repayments of term loans and notes payable (395) (964)
Proceeds from the issuance of common shares 25 535
Purchase of treasury stock (1,209) -
Net cash provided by (used in) financing activities (1,579) (4,741)
Net increase (decrease) in cash (2,552) 23,512
Cash - beginning of period 18,318 874
Cash - end of period $15,766 $ 24,386
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
reflect all normal and recurring adjustments that are, in the opinion of
management, necessary to present fairly the financial position of Publicker
Industries Inc. and subsidiary companies as of March 31, 1997 and the results
of their operations and their cash flows for the three months ended March 31,
1997 and 1996. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been omitted. These financial
statements should be read in conjunction with the financial statements and
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1996.
Cash Flow Information
Cash paid for interest during the three months ended March 31, 1997 and 1996
was approximately $48,000 and $70,000, respectively. Cash paid for income
taxes was $115,000 for the three months ended March 31, 1996. No cash was
paid for income taxes during the first three months of 1997.
Net Income (Loss) Per Common Share
Net income (loss) per common share in 1996 was computed using the
weighted average number of common shares and the dilutive effect of share
equivalents (stock options and warrants) outstanding during the period using
the modified treasury method. The effect of stock options and warrants on
the computation for 1997 were not included as they were antidilutive.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, "Earnings Per Share"
("SFAS No. 128") which establishes new standards for computing and presenting
earnings per share ("EPS"). SFAS No. 128 replaces the presentation of primary
EPS with basic EPS for which common stock equivalents are not considered in the
computation and also revises the computation of diluted EPS. The statement
is effective for financial statements issued for periods ending after December
15, 1997. Had EPS been determined in accordance with SFAS No. 128, the
Company's basic and diluted EPS for the three months ended March 31, 1996
would have been $.50 and $.47, respectively. The application of SFAS No. 128
would have no effect on EPS reported in 1997.
Note 2 - DISCONTINUED OPERATIONS
In 1996, the Company completed the sale of substantially all of the assets
of Masterview Window Company, Inc. ("Masterview"), Fenwal Electronics, Inc.
("Fenwal") and Bright Star Industries Incorporated ("Bright Star"). The
aggregate sales price for the dispositions was $47,771,000. A portion of the
sale prices amounting to $1,919,000 at December 31, 1996, were held in
escrow to cover potential purchase price adjustments, indemnity claims and
certain environmental remediation activities. In the first quarter of 1997,
an additional $1,145,000 in cash was received principally relating to the
finalization of the Masterview purchase price adjustment.
Masterview, Fenwal and Bright Star have been reflected as discontinued
operations in the accompanying 1996 financial statements. Net sales of
discontinued operations for the three months ended March 31, 1996 were
$12,654,000. The aggregate pre-tax gain on sale of discontinued operations
recorded in the first quarter of 1996 of $15,110,000 was offset by a
provision for income taxes of $6,346,000, of which $4,894,000 was credited
directly to paid-in-capital due to the utilization of pre-corporate
reorganization tax loss carryforwards. The pre-tax income from discontinued
operations in 1996 of $1,526,000 was offset by a provision for income taxes
of $641,000 which was also credited directly to paid-in-capital (see Note 6).
Note 3 - DEBT
In 1995, the Company entered into a three year $17,060,000 credit agreement
("Loan Agreement"). The Loan Agreement provided for a revolving credit line
("Revolver"), term promissory notes ("Term Notes") and a credit facility for
future capital expenditure financing. The Loan Agreement was secured by
substantially all of the Company's assets. In connection with the
sale of discontinued operations, the outstanding borrowings under
the Revolver and the Term Loans related to Masterview, Fenwal and
Bright Star were repaid. On February 28, 1997, the Company repaid the
remaining balances outstanding under the Revolver and
Term Notes and terminated the Loan Agreement. The Company recorded a charge
associated with the termination amounting to $210,000 in the first quarter of
1997.
In April 1996, the Company redeemed all of its outstanding 13% Subordinated
Notes due December 15, 1996. The redemption price was equal to the principal
amount of $7,500,000, plus accrued interest to the redemption date.
Note 4 - INVENTORIES
Inventories at March 31, 1997 and December 31, 1996, consisted of the
following:
March 31, December 31,
1997 1996
(in thousands)
Raw materials and supplies $ 1,411 $ 1,589
Work in process 260 250
Finished goods 427 667
$ 2,098 $ 2,506
Note 5 - STOCKHOLDERS' EQUITY
In August 1996, the Board of Directors of the Company authorized the
repurchase of up to 1,000,000 shares of the Company's common stock. The
Board of Directors increased the Company's share repurchase authorization
to 2,000,000 shares in March 1997. Through March 31, 1997, the Company
repurchased 1,002,200 shares of common stock under the buy-back program
for an aggregate cost of $1,403,000.
Note 6 - INCOME TAXES
As of March 31, 1997, approximately $90,000,000 of U.S. tax loss
carryforwards (subject to review by the Internal Revenue Service), expiring
from 1997 through 2010, were available to offset future taxable income. As
a result of a corporate revaluation during 1984, tax benefits resulting from
the utilization in subsequent years of net operating loss carryforwards
existing as of the date of the corporate revaluation will be excluded from
the results of operations and directly credited to additional paid-in capital
when realized. As of March 31, 1997, approximately $12,000,000 of the
Company's U.S. tax loss carryforwards predated the corporate revaluation.
As of March 31, 1997, deferred tax assets of approximately $34,000,000
relating to the tax benefit of the Company's U.S. tax loss carryforwards were
offset by a full valuation allowance. As of March 31, 1997, approximately
$4,000,000 of deferred tax assets predated the corporate revaluation.
Subsequent adjustments to the valuation allowance with respect to the
deferred tax assets which predated the corporate revaluation would be
directly credited to additional paid-in capital.
For the three months ended March 31, 1996, the Company recorded a charge in
lieu of income taxes of $3,979,000 and a provision for income taxes currently
payable of $1,452,000. The charge in lieu of income taxes relates to the
utilization of net operating loss carryforwards which existed as of January
1, 1984, the date of the corporate revaluation. Such taxes will never be
paid or payable and, accordingly, an amount equal to the charge has been
credited to additional paid-in capital. No income tax provision or benefit was
recognized in 1997 because the tax benefit associated with the Company's
operating losses were offset in full by an increase in the valuation allowance.
Note 7 - ENVIRONMENTAL LITIGATION
On April 12, 1996, a Consent Decree among the Company, the Environmental
Protection Agency, the U.S. Department of Justice and the Pennsylvania
Department of Environmental Protection ("PADEP") was entered by the
U.S. District Court for the Eastern District of Pennsylvania
which resolved all of the United States' and PADEP's claims against the
Company for recovery of costs incurred in responding to releases of
hazardous substances at a facility previously owned and operated by the
Company. The Company had previously funded $4,500,000 into a court
administered escrow account. Following the entry of the Consent Decree,
additional payments totaling $4,850,000 were made in April and May of 1996.
In April 1997, the Company made additional payments totaling $796,000 plus
interest. Further payments totaling $4,204,000 plus interest will be made
to the United States and Commonwealth of Pennsylvania over the next five years.
Note 8 - SPECIAL CHARGE
During the fourth quarter of 1995, the Company decided to move the operations
of its Greenwald Industries, Inc. subsidiary from a leased facility in
Brooklyn, New York to a newly acquired facility in Chester, Connecticut.
A special charge of $995,000 was recorded in the first quarter of 1996 which
included $637,000 in severance costs associated with 110 terminated
employees, $210,000 for lease termination costs
and $148,000 for costs through March 31, 1996, related to plant and employee
relocation, recruiting and training new personnel and for temporary living
allowances. The move was completed by April 30, 1996.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
Operating Results - First Quarter
Publicker's consolidated sales of $5,828,000 for the first quarter of 1997
increased by approximately 2% from $5,741,000 for the first quarter of 1996.
The improvement in sales was due to a volume increase at the Company's
manufacturing segment which was largely offset by a volume reduction at the
Company's services segment. Cost of sales and services decreased from
$5,038,000 in 1996 to $4,134,000 in 1997 principally as a result of
manufacturing efficiency improvements. General and administrative expenses
for the first quarter of 1997 decreased by approximately 22% to $1,942,000 from
$2,475,000 in 1996 as a result of overhead expense reductions. The
Company's pre-tax loss from operations for the first quarter of 1997 totaled
$548,000 compared to a loss of $3,035,000 for the first quarter of 1996.
The Company reported a net loss of $958,000, or $.06 per share, for the first
quarter of 1997 compared to net income of $7,499,000, or $.46 per share, for
the first quarter of 1996. The 1996 first quarter results included a loss
from continuing operations of $2,150,000, or $.13 per share, and income and
gains from discontinued operations of $9,649,000, or $.59 per share.
Sales for the Company's manufacturing segment (which consists of one
subsidiary company, Greenwald Industries, Inc.) for the first quarter of
1997 were $4,115,000 compared to $3,736,000 for the first quarter of 1996.
The increase in sales was due to a 2% increase in selling prices and an 8%
increase in volume. This segment had income from operations of $674,000 for
the first quarter of 1997 compared to a loss from operations of $1,494,000
for the same period in 1996. The 1996 results were negatively impacted
by a $995,000 special charge associated with Greenwald's move to a
new facility in early 1996, a $372,000 writedown of certain obsolete
inventories and a disruption in business activities caused by the move.
Revenues for the Company's services segment (which consists of one subsidiary
company, Orr-Schelen-Mayeron & Associates, Inc.) decreased by approximately
15% to $1,713,000 for the first quarter of 1997 compared to $2,005,000 for
the first quarter of 1996. A 1% increase in OSM's fee schedule was more
than offset by a reduction in production employee headcount versus 1996.
The services segment had a loss from operations for the first quarter of
1997 of $210,000 compared to a $395,000 loss for the same period in 1996.
Liquidity
During the first three months of 1997, cash, including short-term
investments, decreased by $2,552,000 to $15,766,000 at March 31, 1997.
Operating activities consumed cash of $2,070,000, investing activities
provided cash of $1,097,000 and financing activities consumed cash of
$1,579,000. Operating activities principally consisted of the loss from
continuing operations coupled with an increase in working capital. Investing
activities consisted of additional proceeds of $1,145,000 received from the
sale of discontinued operations offset by capital expenditures of $48,000.
Financingactivities consisted of repayments of the Company's revolving credit
line and term loans of $395,000 and treasury stock purchases of $1,209,000
offset by $25,000 of proceeds from the issuance of common shares upon the
exercise of stock options.
In October 1995, the Company entered into a three year $17,060,000 Loan
Agreement. The Loan Agreement was secured by substantially all of the Company's
assets. On February 28, 1997, the Company repaid the remaining balances
outstanding under the Revolver and Term Notes and terminated the Loan
Agreement.
On April 12, 1996, the Consent Decree that settles the Company's
environmental litigation with the United States and the Commonwealth of
Pennsylvania was entered by the U.S. District Court for the Eastern District
of Pennsylvania, and became effective. The Company previously funded
$4,500,000 into a court administered escrow account. Following the entry
of the Consent Decree, additional payments totaling $4,850,000 were made in
April and May of 1996. In April 1997, the Company made additional payments
totaling $796,000 plus interest. Further payments totaling
$4,204,000 plus interest will be made to the United States and the
Commonwealth of Pennsylvania over a six year period.
In August 1996, the Board of Directors of the Company authorized the
repurchase of up to 1,000,000 shares of the Company's common stock. The
Board of Directors increased the Company's share repurchase authorization to
2,000,000 shares in March 1997. Through March 31, 1997, the Company
repurchased 1,002,200 shares of common stock under the buy-back program
for an aggregate cost of $1,403,000. An additional 860,900 shares were
repurchased in April 1997 for an aggregate cost of $1,189,000.
During the first three months of 1997, the Company's capital expenditures
totaled $48,000. The Company anticipates that its level of capital
expenditures for 1997 will be less than those of 1996. The Company has not
entered into any material commitments for acquisitions or capital
expenditures and retains the ability to increase or decrease capital
expenditure levels as required. The Company anticipates that it will
be able to fund its capital expenditures during 1997 with its available
cash resources as well as through capital equipment financing.
At March 31, 1997, approximately $90 million of U.S. tax loss carryforwards
(subject to review by the Internal Revenue Service), expiring from 1997
through 2010, were available to offset future taxable income.
Outlook
The Company's primary objective for 1997 is to identify a suitable
acquisition candidate. As mentioned above, in 1996 and 1997, the Company met
its obligations under the terms of the settlement of its environmental
litigation and also repaid the balances outstanding under the Revolver and
Term Notes. As of April 30, 1997, the Company had approximately $13,000,000
on hand. The Company intends to use such funds, together with other potential
indebtedness, to finance the acquisition purchase price. The Company has not
yet identified any potential acquisition candidates or determined the amount
or source of any indebtedness which would be incurred to finance future
acquisitions.
Special Note Regarding Forward Looking Statements: A number of statements
contained in this discussion and analysis are forward-looking within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and unccertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. These risks and
uncertainties include, but are not limited to: Greenwald's dependence on the
mechanical coin meter market and its potential vulnerability to technological
obsolescence; OSM's dependence on key personnel and general economic conditions
in the Midwest; and the Company's ability to successfully implement its
business strategy including the identification, financing and consummation
of an acquisition.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
General Litigation
Various legal proceedings are pending against the Company. The Company
considers all such proceedings to be ordinary litigation incident to the
character of its business. Certain claims are covered by liability
insurance. The Company believes that the resolution of those claims
to the extent not covered by insurance will not, individually or in the
aggregate, have a material adverse effect on the financial position or
results of operations of the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits required by Item 601 of Regulation S-K.
Exhibit 11: Calculation of earnings per share
Exhibit 27: Financial data schedule
(b) Reports on Form 8-K: None
<PAGE>
<PAGE>
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
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.
PUBLICKER INDUSTRIES INC.
(Registrant)
Date: May 14, 1997 /s/ James J. Weis
James J. Weis, President and
Chief Executive Officer
/s/ Antonio L. DeLise
Antonio L. DeLise, Vice President
Finance, Principal Financial and
Accounting Officer<PAGE>
Exhibit 11
PUBLICKER INDUSTRIES INC.
AND SUBSIDIARY COMPANIES
CALCULATION OF EARNINGS PER SHARE
(Unaudited)
Three Months Ended March 31,
1997(b) 1996(a)
(in thousands except per share data)
Income (loss) from continuing operations $(958) $(2,150)
Add - Interest savings, net
of tax effect - 26
Adjusted income (loss) from continuing operations (958) (2,124)
Income and gains from discontinued operations - 9,649
Adjusted net income (loss) $(958) $7,525
Average common shares 15,153 15,034
Add - Stock options and
common stock purchase warrants - 1,409
Adjusted common shares 15,153 16,443
Earnings (loss) per common share
Continuing operations $(.06) $(.13)
Discontinued operations - .59
$(.06) $.46
(a) Earnings per common share is computed using the modified treasury
method. In accordance with this method, proceeds from the
exercise of stock options and warrants are first used to buy
back up to 20% of the Company's common stock at the average price
for the period. Any remaining proceeds are used to retire debt.
An adjustment is made to net income to reflect interest
assumed to be saved on the debt retirement, net of income taxes.
(b) Earnings per common share is computed using the weighted average
number of common shares outstanding during each period. The effect of
stock options and warrants were not included as they were
antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-END> MAR-31-1997 MAR-31-1996
<CASH> 15,766,000 28,886,000
<SECURITIES> 0 0
<RECEIVABLES> 3,606,000 3,843,000
<ALLOWANCES> 54,000 86,000
<INVENTORY> 2,098,000 2,694,000
<CURRENT-ASSETS> 22,042,000 43,014,000
<PP&E> 5,930,000 5,454,000
<DEPRECIATION> 1,913,000 1,534,000
<TOTAL-ASSETS> 30,413,000 51,598,000
<CURRENT-LIABILITIES> 6,370,000 29,088,000
<BONDS> 1,244,000 1,824,000
<COMMON> 1,606,000 1,591,000
0 0
0 0
<OTHER-SE> 10,248,000 7,828,000
<TOTAL-LIABILITY-AND-EQUITY> 30,413,000 51,598,000
<SALES> 5,828,000 5,741,000
<TOTAL-REVENUES> 5,828,000 5,741,000
<CGS> 4,134,000 5,038,000
<TOTAL-COSTS> 4,134,000 5,038,000
<OTHER-EXPENSES> 2,544,000 4,055,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 108,000 354,000
<INCOME-PRETAX> (958,000) (3,706,000)
<INCOME-TAX> 0 1,556,000
<INCOME-CONTINUING> (958,000) (2,150,000)
<DISCONTINUED> 0 9,649,000
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (958,000) 7,499,000
<EPS-PRIMARY> (.06) .46
<EPS-DILUTED> (.06) .46
</TABLE>
