<PAGE>
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 November 29, 1997
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: 0-15817
THE TOPPS COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2849283
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Whitehall Street, New York, NY 10004
(Address of principal executive offices, including zip code)
(212) 376-0300
(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 .
The number of outstanding shares of Common Stock as of January 10, 1997 was
46,400,010.
<PAGE>
THE TOPPS COMPANY, INC.
- --------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS
Index Page
----- ----
Condensed Consolidated Balance Sheets as of
November 29, 1997 (Unaudited) and March 1, 1997 3
Condensed Consolidated Statements of Operations (Unaudited)
for the thirteen and thirty-nine weeks ended
November 29, 1997 and November 30, 1996 4
Condensed Consolidated Statements of Cash Flows (Unaudited)
for the thirty-nine weeks ended November 29, 1997 and
November 30, 1996 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9
- --------------------------------------------------------------------------------
PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------
ITEM 1. LEGAL PROCEEDINGS 13
The condensed consolidated financial statements for the thirty-nine weeks ended
November 29, 1997 included herein have been reviewed by Deloitte & Touche LLP
independent public accountants, in accordance with established professional
standards for such a review. The report of Deloitte & Touche LLP is included on
page 8.
2
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
November March
29, 1997 1, 1997
----------- -------
(amounts in thousands)
ASSETS
CURRENT ASSETS:
Cash $21,817 $24,199
Accounts receivable - net 41,687 59,776
Inventories 18,727 19,181
Income tax receivable 8,525 2,901
Deferred tax assets 2,944 3,489
Prepaid expenses and other current assets 7,015 9,012
------- -------
TOTAL CURRENT ASSETS 100,715 118,558
------- -------
PROPERTY, PLANT, & EQUIPMENT 18,206 16,340
Less: accumulated depreciation 4,620 3,440
------- -------
NET PROPERTY, PLANT & EQUIPMENT 13,586 12,900
------- -------
INTANGIBLE ASSETS, net of accumulated
amortization of $37,418 and $35,457 63,564 65,456
OTHER ASSETS 4,109 4,264
------- -------
TOTAL ASSETS $181,974 $201,178
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $27,940 $35,150
Accrued expenses and other liabilities 52,608 52,701
Current portion of long-term debt 33,450 7,500
Income taxes payable 839 4,491
------- -------
TOTAL CURRENT LIABILITIES 114,837 99,842
LONG-TERM DEBT, less current portion - 27,450
DEFERRED INCOME TAXES 3,896 379
OTHER LIABILITIES 6,170 5,455
------- -------
TOTAL LIABILITIES 124,903 133,126
------- -------
STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per
share authorized 10,000,000 shares,
none issued
Common stock, par value $.01 per share,
authorized 100,000,000 shares; issued
47,502,510 shares, less 555,000 shares
in Treasury Stock 475 475
Additional paid-in capital 16,812 16,812
Treasury stock, at cost (8,881) (8,358)
Retained earnings 49,297 58,776
Cumulative foreign currency adjustment (632) 347
------- -------
TOTAL STOCKHOLDERS' EQUITY 57,071 68,052
------- -------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $181,974 $201,178
------- -------
------- -------
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
3
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
(Unaudited)
Thirteen weeks ended Thirty-nine weeks ended
November November November November
29, 1997 30, 1996 29, 1997 30, 1996
--------- -------- -------- --------
(amounts in thousands, except share data)
<S> <C> <C> <C> <C>
Net sales $54,173 $62,491 $169,468 $196,777
Cost of sales 42,524 41,736 117,731 129,520
------- ------- -------- --------
Gross profit on sales 11,649 20,755 51,737 67,257
Royalties and other income/(expense) (73) 547 537 1,785
------- ------- -------- --------
11,576 21,302 52,274 69,042
Selling, general and administrative
expenses 21,581 18,069 63,202 55,680
Plant closure reserve - 30,000 - 30,000
Impairment loss - 1,350 - 1,350
------- ------- -------- --------
Loss from operations (10,005) (28,117) (10,928) (17,988)
Interest expense, net (423) (501) (1,180) (1,600)
------- ------- -------- --------
Loss before benefit for income
taxes (10,428) (28,618) (12,108) (19,588)
Benefit for income taxes (1,890) (10,120) (2,629) (6,056)
------- ------- -------- --------
Net loss $(8,538) $(18,498) $(9,479) $(13,532)
------- ------- -------- --------
------- ------- -------- --------
Net loss per share $(.18) $(.39) $(.20) $(.29)
Weighted average shares
outstanding 46,400,010 46,947,510 46,428,398 47,002,070
</TABLE>
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
4
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Thirty-nine weeks ended
November November
29, 1997 30, 1996
-------- --------
(amounts in thousands)
Cash provided by operations:
Net loss $(9,479) $(13,532)
Add(subtract) non-cash items included in
net (loss):
Plant closure reserve - 29,844
Impairment loss - 1,350
Depreciation and amortization 3,203 4,386
Deferred income taxes 4,064 (7,371)
Change in assets and liabilities:
Receivables 18,087 (6,531)
Inventories 456 3,549
Income tax receivable (5,625) (3,207)
Prepaid expenses and other current assets 1,996 1,456
Payables and other current liabilities (10,955) 4,804
Other ( 445) ( 429)
------- --------
Cash provided by operations 1,302 14,319
------- --------
Cash used for investing activities:
Additions to property, plant and equipment (1,662) ( 1,020)
Cash used for investing activities (1,662) ( 1,020)
------- --------
Cash used for financing activities:
Proceeds from borrowing 6,000 -
Payments of long-term debt ( 7,500) ( 6,850)
Purchase of treasury stock ( 522) ( 502)
------- --------
Cash used for financing activities ( 2,022) ( 7,352)
------- --------
Net increase (decrease) in cash ( 2,382) 5,947
Cash at beginning of year 24,199 24,154
------- --------
Cash at end of quarter $21,817 $30,101
------- --------
------- --------
Supplemental information:
Interest paid $2,052 $1,941
Income taxes paid $3,227 $5,222
See Notes to Condensed Consolidated Financial Statements and Accountants' Review
Report.
5
<PAGE>
THE TOPPS COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THIRTY-NINE WEEKS ENDED NOVEMBER 29, 1997
1. Basis of Presentation
The accompanying unaudited condensed interim consolidated financial
statements have been prepared by The Topps Company, Inc. and subsidiaries
(the "Company") pursuant to the rules and regulations of the Securities and
Exchange Commission and reflect all adjustments, which are, in the opinion
of management, considered necessary for a fair presentation. These
statements do not include all information required by generally accepted
accounting principles to be included in a full set of financial statements.
Operating results for the thirty-nine weeks ended November 29, 1997 and
November 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending February 28, 1998. For further information
refer to the consolidated financial statements and notes thereto in the
Company's annual report for the year ended March 1, 1997.
Financial results for the period ended November 29, 1997 reflect a
change in Topps Europe's fiscal year and include ten months of
operations. The impact of the extra month on consolidated net sales was
approximately $1,400,000. The impact on net loss was approximately
$(903,000).
2. Quarterly Comparison
Management believes that quarter-to-quarter comparisons of sales and
operating results are affected by a number of factors, including the timing
of product introductions and variations in production, shipping and factory
scheduling requirements. Thus, annual sales and earnings amounts are
unlikely to consist of equal quarterly portions.
3. Inventories
(Unaudited)
November March
29, 1997 1, 1997
-------- -------
(amounts in thousands)
Raw materials $ 1,776 $ 6,236
Work in process 1,967 1,874
Finished products 14,984 11,071
-------- --------
Total $18,727 $19,181
-------- --------
-------- --------
4. Long Term Debt
As of November 29, 1997, the Company was in technical default of certain
financial covenants contained in the Credit Agreement. As a result, the
unpaid amount of debt outstanding has been classified as a current
liability. The Company is currently engaged in discussion with its
lenders to obtain waivers of these financial convenants and/or to
renegotiate certain provisions of the Credit Agreement on terms
satisfactory to the parties.
5. Implementation of New Accounting Standard
In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, Earnings Per Share, which
establishes new standards for computing and presenting net income per
share. The statement is effective for periods ending after December 15,
1997. Accordingly, the Company will adopt the standard beginning with its
fourth quarter of fiscal 1998. For the third quarter of fiscal 1998, there
would have been no material effect on net loss per share, if this
new standard had been in effect.
6. Other Statement of Operations Charges
During the third quarter of fiscal 1997, the Company announced that it
would discontinue operations at its Duryea, Pennsylvania factory following
the expiration of a labor agreement in December 1996. This
6
<PAGE>
resulted in the severance of both union and non-union employees and the
outsourcing of all production activities previously performed at that
location.
As a result of the closing, in the third quarter of fiscal year ended March
1, 1997, the Company recorded a charge of $30,000,000, before applicable
income tax effects. The charge consisted of approximately $16,100,000 in
non-cash write-offs relating to the disposition of factory and related
equipment and approximately $13,900,000 relating to severance and other
employee-related costs, costs to hold and sell the factory and other costs
of the closure.
In addition, during the third quarter of fiscal year ended March 1, 1997,
the Company recorded an impairment reserve of $1,350,000 in accordance with
Statement #121 of the Financial Accounting Standards Board for the
impairment of its factory in Cork, Ireland.
As a result of these charges for Duryea and Cork, net loss for the
third quarter of fiscal year ended March 1, 1997 was adversely impacted by
$20,435,000 ($.43 per share), after applicable income tax effects.
7
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Board of Directors and Stockholders
The Topps Company, Inc.
We have made a review of the accompanying condensed consolidated balance sheet
of The Topps Company, Inc. and subsidiaries, ("the Company"), as of November 29,
1997, and the related condensed consolidated statements of operations and cash
flows for the thirteen and thirty-nine week periods ended November 29, 1997 and
November 30, 1996, in accordance with the standards established by the American
Institute of Certified Public Accountants.
A review of interim financial information consists principally of obtaining an
understanding of the system for the preparation of interim financial
information, applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of March 1, 1997,
and the related consolidated statements of operations, stockholders' equity,
and cash flows for the year then ended (not presented herein); and in our report
dated April 1, 1997, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying condensed consolidated balance sheet as of March 1, 1997 is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
DELOITTE & TOUCHE LLP
December 24, 1997
8
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Three Months Ended November 29, 1997 Compared with the Three Months Ended
November 30, 1996
Net sales for the third quarter of fiscal 1998 decreased 13.3%, to $54,173,000
from $62,491,000 for the same period last year. The decrease resulted primarily
from continued weakness in the domestic sports card market and lower sales than
last year of lollipops in Europe.
Gross profit as a percentage of net sales for the third quarter decreased to
21.5% from 33.2% for the same period last year. Gross profit was negatively
impacted, in part, by higher product costs outside of the U.S., as well as
increased obsolescence costs in the U.S. and Europe. The Company benefited in
the quarter from savings related to the December 1996 closure of the Duryea,
Pennsylvania manufacturing facility, despite the recognition of additional
start-up costs ($1,100,000) associated with the outsourcing of gum.
The decrease in royalties and other income and expense, net from $547,000 to
$(73,000) in the third quarter of fiscal 1998 was the result of the assumption
of the Canadian business from our licensee in March 1997 and the recognition of
foreign exchange losses on intercompany loans which were written off in
association with the closure of certain Topps Europe offices.
Selling, general and administrative expenses ("S,G&A") for the third quarter
of fiscal 1998 increased to $21,581,000, or 39.8% of net sales, from
$18,069,000, or 28.9% for the same period last year. Of the increase,
$1,894,000 was due to severance charges relating to programs designed to
reduce overhead and improve profitability. These programs included the
reduction of approximately 50 management and administrative positions in the
U.S. and Europe. The balance of the charges relating to these reductions will
be taken in the fourth quarter of fiscal 1998. Overhead costs associated with
the start up of operations in Latin America and higher promotional spending
in the U.S. also increased S,G&A in the third quarter of fiscal 1998.
In the third quarter of fiscal 1997, the Company reported charges of $30,000,000
for the closure of its Duryea, Pennsylvania manufacturing facility and
$1,350,000 for the impairment of assets at its Cork, Ireland plant.
The decrease in interest income (expense), net to $(423,000) in the third
quarter of fiscal 1998, from $(501,000) last year, was attributable to a
reduction in the Company's outstanding term loan. The Company borrowed and
additional $6,000,000 against its revolving loan facility in November 1997,
in connection with settlement payments related to the closure of the Duryea
facility.
The recognition of income tax benefits resulted in effective tax rates of
18.1% and 35.4% for the third quarter of fiscal 1998 and 1997, respectively.
The reduction in the tax benefit was driven primarily by the Company's
inability to recognize tax benefits on certain foreign losses.
Net loss for the third quarter of fiscal 1998 was $8,538,000, or $0.18 per
share, as compared with a loss (including plant-related charges) of
$18,498,000, or $0.39 per share a year ago. Excluding last year's third
quarter plant-related charges, net income for the third quarter of fiscal
1997 would have been $1,937,000, or $0.04 per share.
Nine Months Ended November 29, 1997 Compared with the Nine Months Ended
November 30, 1996
Financial results for the nine months ended November 29, 1997 reflect a
change in Topps Europe's fiscal year and include ten months of operations.
The impact of the extra month on consolidated net sales was approximately
$1,400,000. The impact on net loss was $(903,000).
Net sales for the nine months ended November 29, 1997 decreased 13.9%, to
$169,468,000 from $196,777,000 for the same period last year. The decline in
fiscal 1998 sales was largely the result of continued softness in both the
domestic sports card market and the market for entertainment card and sticker
products in the U.S. and overseas.
9
<PAGE>
Gross profit as a percentage of net sales for the nine months decreased to
30.5% as compared with 34.2% for the same period last year. The margin
reduction was the result of higher direct costs in the U.S. and overseas and
higher royalties in Brazil. The Company benefited during this period from
savings related to the December 1996 closure of the Duryea, Pennsylvania
manufacturing facility, despite the recognition of additional start-up costs
of $1,100,000 in the third quarter associated with the outsourcing of gum.
The decrease in royalties and other income and expense, net from $1,785,000 to
$537,000 in fiscal 1998 was the result of the assumption of the Canadian
business from our licensee and the recognition of foreign exchange losses on
intercompany loans, which were written off in association with the closure of
certain Topps Europe offices.
Selling, general and administrative expenses ("S,G&A") for the nine months ended
November 29, 1997 increased to $63,202,000, or 37.3% of net sales, from
$55,680,000, or 28.3% for the same period a year ago. The percentage increase
was largely the result of lower sales in fiscal 1998. Additionally, both the
percentage and dollar increase versus a year ago were driven by the third
quarter fiscal 1998 severance charges, costs associated with the start-up of
Latin American operations and higher promotional spending in the U.S.
In the third quarter of fiscal 1997, the Company reported charges of $30,000,000
for the closure of its Duryea, Pennsylvania manufacturing facility and
$1,350,000 for the impairment of assets at its Cork, Ireland plant.
The decrease in interest income (expense), net to $(1,180,000) in fiscal 1998,
from $(1,600,000) last year, was attributable to a reduction in the Company's
outstanding term loan.
The recognition of income tax benefits resulted in effective tax rates of
21.7% and 30.9% for the nine months ended November 29, 1997 and November 30,
1997, respectively. The reduction in the tax benefit was driven primarily by
the Company's inability to recognize tax benefits on certain foreign losses.
Net loss for the nine months ended November 29, 1997 was $9,479,000, or $0.20
per share, as compared with a loss (including plant-related charges) of
$13,532,000, or $0.29 per share, a year ago. Excluding the plant-related
charges, net income for the nine months ended November 30, 1996 would have been
$6,904,000, or $0.15 per share.
Liquidity and Capital Resources
On June 30, 1995, the Company entered into a $65 million credit agreement
(the "Credit Agreement") with a syndicate of banks which consisted of a $50
million term loan to finance the acquisition of Topps Europe, Ltd., formally
known as Merlin Publishing, Ltd., a $2 million letter of credit facility and
a $13 million revolving credit facility to be used for working capital and
general corporate purposes. The Credit Agreement is secured by a pledge of
65% of the stock of Topps Europe. Beginning April 1996, interest rates on
half of the outstanding principal of the loan were variable and a function of
short-term indices and the Company's consolidated leverage ratio, while
interest rates on the balance of the outstanding loan were fixed for two
years as a result of interest rate swap agreements and were, therefore, a
function of interest rates at the commencement of the swap transactions and
the Company's consolidated leverage ratio. The Credit Agreement contains
restrictions and prohibitions of a nature generally found in loan agreements
of this type and requires the Company, among other things, to comply with
certain financial covenants, limits the Company's ability to sell or acquire
assets or borrow additional money (other than through the revolving
facility), and prohibits the payment of dividends.
As of November 29, 1997, the Company was in technical default of certain
financial covenants contained in the Credit Agreement. As a result, the
unpaid amount of debt outstanding has been classified as a current liability.
The Company is currently engaged in discussions with its lenders to obtain
waivers of these financial covenants and/or to renegotiate certain provisions
of the Credit Agreement on terms satisfactory to the parties.
10
<PAGE>
As of November 29, 1997, the Company had $21,817,000 in cash and $33,450,000 in
debt. Management believes, in light of the Company's ongoing bank relationships
and cash on hand at November 29, 1997, that the Company has adequate means to
meet its working capital, capital expenditure, interest and principal repayment
requirements for the foreseeable future.
In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), the Company is hereby
filing cautionary statements identifying important factors that could cause
actual results to differ materially from those projected in any
forward-looking statements of the Company made by or on behalf of the
Company, whether oral or written. Among the factors that could cause the
Company's actual results to differ materially from those indicated in any
such forward-statements are: (i) the Company's inability to reach
satisfactory agreement with its lenders on the terms of a waiver or amendment
to certain provisions of the Credit Agreement; (ii) the failure of certain of
the Company's principal products, particularly sports cards and sticker and
album collections, to achieve expected sales levels during the fourth quarter
of fiscal 1998; (iii) quarterly fluctuations in results; (iv) the Company's
loss of important licensing and supply arrangements with third parties
including, without limitation, its agreement for the manufacture of Bazooka
bubble gum; (v) the effect of changes in trade terms with certain of the
Company's key customers; (vi) difficulties in the Company's attempts to
penetrate new international markets for its products; (vii) further prolonged
and material contraction in the trading card industry; (vii) excessive
returns of the Company's products as well as other risks detailed from time
to time in the Company's reports and registration statements filed with the
Securities and Exchange Commission.
11
<PAGE>
THE TOPPS COMPANY, INC.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In November 1996, Teamsters Local 229 (the "Union") filed an unfair labor
practice charge with the National Labor Relations Board (the "NLRB") relating to
the Duryea plant closing. In April 1997, the NLRB issued a complaint against
the Company based upon the Union's charge, alleging that the Company refused to
bargain over its decision to close the Duryea plant. On September 28, 1997 the
Union membership voted to accept the Company's offer in settlement of the unfair
labor practice charge and in satisfaction of any obligation to bargain
concerning the decision and the effects of the decision to close the Duryea
plant. On November 25, 1997 the parties entered into a Settlement Agreement and
Release, memorializing the parties Agreement. Under the Settlement Agreement
and Release, all individuals who worked for the Company in 1996 and were
affected by the closure of Duryea are to be paid $450 for each full year of
service to the Company, provided such individuals execute a release.
Individuals who did not work during 1996, but who retained certain recall
rights, are to receive a lump sum payment of $1,500, provided they execute a
release. Based on the Settlement Agreement and Release, on December 10,1997,
the NLRB signed an order approving withdrawal of the unfair labor practice
charge and dismissing the complaint.
12
<PAGE>
SIGNATURE
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.
THE TOPPS COMPANY, INC.
REGISTRANT
/s/ Catherine Jessup
-------------------------
Vice President-Chief Financial
Officer
January 13, 1998
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000812076
<NAME> TOPPS
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> NOV-29-1997
<CASH> 21,817
<SECURITIES> 0
<RECEIVABLES> 41,687
<ALLOWANCES> 1,426
<INVENTORY> 18,727
<CURRENT-ASSETS> 100,715
<PP&E> 18,206
<DEPRECIATION> 4,620
<TOTAL-ASSETS> 181,974
<CURRENT-LIABILITIES> 114,837
<BONDS> 33,450
475
0
<COMMON> 0
<OTHER-SE> 56,596
<TOTAL-LIABILITY-AND-EQUITY> 181,974
<SALES> 169,468
<TOTAL-REVENUES> 170,198
<CGS> 117,731
<TOTAL-COSTS> 180,933
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 245
<INTEREST-EXPENSE> 1,983
<INCOME-PRETAX> (12,108)
<INCOME-TAX> (2,629)
<INCOME-CONTINUING> (9,479)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (9,479)
<EPS-PRIMARY> (.20)
<EPS-DILUTED> (.20)
</TABLE>
