<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the quarterly period ended March 31, 2000
OR
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission file number 001-13543
ANGEION CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1579150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
350 OAK GROVE PARKWAY, SAINT PAUL, MINNESOTA 55127-8599
(Address of principal executive offices)
Registrant's telephone number, including area code: (651) 484-4874
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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
----- -----
As of May 10, 2000, the Company had outstanding 3,379,724 shares of common
stock, $.01 par value.
<PAGE>
PART I: FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ANGEION CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands except share data)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
2000 1999
----------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 11,573 $ 5,263
Accounts receivable, net of allowance for doubtful
accounts of $125 and $100, respectively 4,379 4,790
Inventories 4,551 4,953
Prepaid expenses and other current assets 278 175
----------- -----------
Total current assets 20,781 15,181
Net non-current assets of discontinued operations 764 2,354
Equipment and fixtures, net 2,297 2,225
Deferred tax assets, net 1,832 1,868
Intangible assets, net 10,507 10,298
Other assets 1,118 1,250
Goodwill, net 555 561
----------- -----------
$ 37,854 $ 33,737
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 629 $ 1,455
Employee compensation 536 699
Deferred income 859 853
Warranty reserve 304 304
Net current liabilities of discontinued operations 1,968 2,101
Other liabilities and accrued expenses 1,257 836
----------- -----------
Total current liabilities 5,553 6,248
LONG-TERM DEBT 20,198 20,198
----------- -----------
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value. Authorized 10,000,000 shares in
2000 and 7,500,000 in 1999; issued and outstanding
3,379,724 shares in 2000 and 4,105,718 shares in 1999 34 41
Additional paid-in capital 123,684 128,749
Cumulative translation adjustment (9) (9)
Accumulated deficit (111,606) (121,490)
----------- -----------
Total shareholders' equity 12,103 7,291
----------- -----------
$ 37,854 $ 33,737
=========== ===========
</TABLE>
See accompanying notes to financial statements
2
<PAGE>
ANGEION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
REVENUES $ 4,906 $ -
COST OF GOODS SOLD 3,032 -
----------------- -----------------
GROSS MARGIN 1,874 -
----------------- -----------------
OPERATING EXPENSES:
Selling and marketing 1,159 -
General and administrative 705 150
Research and development 376 -
Amortization of intangibles 285 -
----------------- -----------------
2,525 150
----------------- -----------------
OPERATING LOSS (651) (150)
OTHER INCOME (EXPENSE):
Interest income 80 47
Interest expense (574) (692)
----------------- -----------------
LOSS BEFORE TAXES (1,145) (795)
Provision for taxes - -
----------------- -----------------
LOSS FROM CONTINUING OPERATIONS (1,145) (795)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS, NET OF TAXES 11,029 (7,621)
----------------- -----------------
NET INCOME (LOSS) $ 9,884 $(8,416)
================= =================
NET INCOME (LOSS) PER SHARE - BASIC
Continuing operations $ (0.28) $ (0.20)
Discontinued operations 2.71 (1.92)
Net income (loss) 2.43 (2.12)
NET INCOME (LOSS) PER SHARE - DILUTED
Continuing operations (0.16) (0.20)
Discontinued operations 2.05 (1.92)
Net income (loss) 1.89 (2.12)
================= =================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic 4,060 3,962
Diluted 5,384 3,962
================= =================
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
ANGEION CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
------------------------------------
2000 1999
----------------- -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 9,884 $(8,416)
Adjustments to reconcile net income (loss) to net cash
flows provided by operating activities net of
operating assets and liabilities acquired:
(Income) loss from discontinued operations (11,029) 7,621
Depreciation and amortization 452 784
Compensation expenses on grant of stock and
stock options - 143
Changes in operating assets and liabilities:
Accounts receivable 411 -
Inventory 518 -
Prepaid expenses and other current assets 29 (102)
Accounts payable (826) -
Employee compensation (163) -
Other liabilities and accrued expenses 427 404
----------------- -----------------
Net cash provided (used) in continuing operations (297) 434
Net cash used in discontinued operations (1,650) (6,826)
----------------- -----------------
Net cash used in operating activities (1,947) (6,392)
----------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment and fixtures (186) (52)
Investment in proprietary software (153) -
Acquisition of operating assets (468) -
----------------- -----------------
Net cash used in continuing operations (807) (52)
Net cash provided from discontinued operations 9,064 -
----------------- -----------------
Net cash provided (used) in investing activities 8,257 (52)
----------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of debt and warrants - 15,772
Borrowings under bank line of credit 6,927 -
Payments under bank line of credit (6,927) -
Repayments of debt - (68)
----------------- -----------------
Net cash provided from financing activities - 15,704
----------------- -----------------
EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS - (3)
----------------- -----------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 6,310 9,257
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 5,263 1,828
----------------- -----------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 11,573 $ 11,085
================= =================
CASH PAID FOR INTEREST EXPENSE $ 54 $ 78
================= =================
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
NOTES TO FINANCIAL STATEMENTS
March 31, 2000
(Unaudited)
1. BASIS OF PRESENTATION
The consolidated balance sheet as of March 31, 2000, the consolidated statements
of operations for the three months ended March 31, 2000 and 1999, the
consolidated statements of cash flows for the three months ended March 31, 2000
and 1999, and the related information presented in these notes have been
prepared by management in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X, without audit. Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation of
results have been included. The balance sheet at December 31, 1999 was derived
from the audited financial statements as of that date. Operating results for the
three month period ended March 31, 2000 are not necessarily indicative of the
results that may be expected for the year ended December 31, 2000. For further
information, refer to the financial statements and notes thereto included in
Angeion Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
Comprehensive income is a measure of all non-owner changes in shareholders'
equity and includes such items as net income, certain foreign currency
translation items, minimum pension liability adjustments and changes in the
value of available-for-sale securities. For the three months ended March 31,
2000 and 1999, comprehensive income (loss) for Angeion Corporation was
equivalent to net income (loss) as reported.
2. RECLASSIFICATIONS
Certain amounts in Angeion's Form 10-Q for the three-month period ended March
31, 1999 have been reclassified to conform to the 2000 presentation. These
reclassifications had no effect on net loss or shareholders' equity as
previously reported.
3. NET INCOME (LOSS) PER SHARE
Basic net income per share is calculated by dividing net income (loss) by the
weighted-average common shares outstanding during the period. Net income (loss)
per share assuming dilution reflects the potential dilution to basic net income
per share that could occur upon conversion or exercise of securities, options,
or other such items, to common shares using the if-converted and treasury stock
methods based upon the weighted-average fair value of the Company's common
shares during the period.
4. BANK LINE OF CREDIT
The Company allowed its Medical Graphics line of credit agreement with a bank to
expire according to its terms as of March 31, 2000.
5. NEW ACCOUNTING PRONOUNCEMENTS
In 1998, the Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 133 ("SFAS No. 133"), ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
5
<PAGE>
certain derivative instruments embedded in other contracts and for hedging
activities. The statement requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. SFAS No. 133, as amended by SFAS No. 137, is
now effective for all fiscal quarters of all fiscal years beginning after June
15, 2000. The Company is currently evaluating SFAS No. 133, but does not expect
that it will have a material effect on its financial statements.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 101 which provides the staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
On March 24, 2000, the SEC issued SAB No. 101A. (DEFERRAL OF THE EFFECTIVE DATE
OF SAB 101) AND IMPLEMENTATION ISSUES RELATED TO SAB 101 which defers the
effective date of SAB by one quarter for certain registrants. SAB 101 is now
effective beginning the second quarter of all fiscal years beginning after
December 15, 1999 for registrants with fiscal years that begin between December
16, 1999 and March 15, 2000. The Company will be required to adopt the guidance
of this bulletin, beginning with the second quarter of fiscal 2000. The impact
of adoption on the Company's financial statements has not yet been determined.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENT
Statements included in this Quarterly Report on Form 10-Q that are not
historical or current facts are "forward-looking statements" made pursuant to
the safe harbor provision of the Private Securities Litigation Reform Act of
1995 and are subject to certain risks and uncertainties that could cause actual
results to differ materially. Various forward-looking statements have been made
in this Quarterly Report on Form 10-Q and may also be made in other Angeion
Corporation reports filed under the Securities Exchange Act of 1934, in its
press releases and in other documents. In addition, from time to time, the
Company through its management may make oral forward-looking statements.
OVERVIEW
During March 2000, Angeion Corporation announced the discontinuance of its
historical business, the research, development, manufacturing and marketing of
implantable cardioverter defibrillators ("ICD"). Accordingly, the Company
decided to pursue the license or transfer of its ICD technology and to
discontinue the ICD product line. The last sales of these products is expected
to occur during the first half of 2000. Consequently, the ICD business is
accounted for as a discontinued operation and amounts in the financial
statements for all periods shown have been restated to reflect discontinued
operations accounting. Moreover, the Company intends to focus its future efforts
on the markets served by and business operations of Medical Graphics and the
acquisition and development of future businesses that contribute to shareholder
value.
RESULTS OF OPERATIONS
For the three months ended March 31, 2000, the Company recorded net income of
$9,884,000 compared to a 1999 net loss of $8,416,000 for the same period. These
amounts included operating losses of $651,000 and $150,000 for the three
months ended March 31, 2000 and 1999, respectively. Income from discontinued
operations was $11,029,000 net of taxes for 2000 compared to a loss of
$7,621,000 for 1999. Income from discontinued operations is primarily due to the
non-exclusive licensing of patent rights and sale of certain assets in March
2000.
The decision to discontinue the ICD product line represented a significant
change for Angeion Corporation. As a result of the December 21, 1999 merger,
Medical Graphics now comprises a majority of the total assets of the Company and
generates a majority of its sales. The Company intends to focus its future
efforts primarily on the markets served by and business operations of Medical
Graphics. Given this decision and new focus, the following discussion is
directed at the Company's newly acquired subsidiary, Medical Graphics
Corporation. The following table summarizes selected financial data relating to
Angeion Corporation for the three months ended March 31, 2000. Data for 1999
includes Medical Graphics as if it had been acquired on January 1, 1999 and
includes $150,000 of recurring Angeion general and administrative expenses.
7
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended
(In thousands) March 31,
- ------------------------------------------------- --------------------------------
2000 1999
-------------- --------------
<S> <C> <C>
Revenues $ 4,906 $4,883
Gross margin 1,874 2,094
-------------- --------------
Operating expenses:
Selling and marketing 1,159 1,115
General and administrative 705 602
Research and development 376 402
Amortization of intangibles 285 -
-------------- --------------
2,525 2,119
Operating loss $ (651) $ (25)
============== ==============
</TABLE>
REVENUES
Revenues consist of product sales and service revenues. Product sales reflect
sales of Medical Graphic's cardiopulmonary diagnostic and monitoring systems,
software and aftermarket sales of peripherals and supplies. Service revenues
reflect contract revenues from extended warranties, non-warranty service visits
and training.
Total first quarter revenues increased slightly to $4,906,000 in 2000
compared to $4,883,000 in 1999. Domestic product revenue decreased by 15.0%
to $3,153,000 in 2000 compared to $3,709,000 in 1999. This domestic decrease
is due to lower software upgrade sales associated with year 2000 compliance
as well as decreases in customer's capital budgets following months of heavy
year 2000 compliance spending. International revenue increased by 57.3% to
$1,057,000 in 2000 from $672,000 in 1999. This international increase
reflects additional Company focus on returning international revenue to its
historical levels. Service revenue increased by 38.6% to $696,000 in 2000
from $502,000 in 1999 reflecting a strengthened service department which
allows the Company to service more customers directly and rely less on use of
third party service organizations.
GROSS MARGIN
Gross margin percentage decreased to 38.2% of revenue for the three months ended
March 31, 2000 from 42.9% in 1999. The margin decrease is principally due to
lower sales of higher margin software upgrade products associated with year 2000
compliance and increased sales of lower margin sleep diagnostic systems compared
to 1999.
SELLING AND MARKETING
Selling and marketing expenses for the three months ended March 31, 2000
increased 3.9% to $1,159,000 compared to $1,115,000 in 1999. This $44,000
increase is due to additional focus on generating international revenue and
higher depreciation, partially offset by lower costs associated with
8
<PAGE>
equipment demonstrations to customers.
GENERAL AND ADMINISTRATIVE
General and administrative expenses increased 17.1% to $705,000 in the first
quarter of 2000 from $602,000 in 1999. The increase is principally due to
overall higher legal expenses associated with on-going litigation and temporary
additional expenses related to the integration of Medical Graphics, offset
somewhat by lower director's fees.
RESEARCH AND DEVELOPMENT
Research and development expenses decreased by 6.5% to $376,000 in the first
quarter of 2000 from $402,000 in 1999. The Company continues to use in-house
software engineers rather than independent software contractors as part of its
transition of product software to a Windows 98/NT platform. Additionally, the
1999 costs associated with re-engineering the Medical Graphics pulmonary
function testing hardware are not being incurred in 2000.
AMORTIZATION OF INTANGIBLES
Amortization of intangibles represents the amortization of goodwill and other
intangible assets associated with the acquisition of Medical Graphics.
OTHER INCOME (EXPENSE)
Interest income increased by $33,000 to $80,000 for the three months ended March
31, 2000 compared to $47,000 for 1999. The increase in due to higher excess cash
balances that are available for short term investment.
Interest expense for the three months ended March 31 decreased by $118,000 to
$574,000 in 2000 compared to $692,000 in 1999, Higher 1999 interest expense
includes the costs associated with $6,000,000 of term loans received in January
1999 and subsequently paid off in May 1999. The decrease would be greater except
for the minimum interest charges of $45,000 incurred by the Company for the
Medical Graphics bank line of credit that was allowed to expire by its existing
terms on March 31, 2000.
INCOME (LOSS) FROM DISCONTINUED OPERATIONS
Income from discontinued operations for the three months ended March 31, 2000
includes $11,696,000 in one-time gains, net of taxes, related to the
non-exclusive licensing of patent rights and sale of certain assets. These gains
are partially offset by $593,000 of rental expenses associated with the building
previously used for the ICD products and $74,000 of other expenses related to
discontinued operations. See Part II, Item 5, Other Information, of this Form
10-Q for additional information concerning the transactions with Medtronic, Inc.
and with ELA Medical and Sanofi-Synthelabo.
In connection with its decision to discontinue the ICD products, the Company
accrued rental expenses of $604,000 for the year ended December 31, 1999
representing unrecoverable future rental obligations associated with the
building used in conjunction with that business. The accrual represented
management's estimate of the costs expected to be incurred until the building
could be sublet. In May 2000 the Company was successful in subletting and
negotiating the termination of all future liabilities for approximately 64% of
that building space. Accordingly, the Company accrued the negotiated termination
fee and updated its estimate of future rental costs which required recognition
of additional
9
<PAGE>
rental expenses of $593,000 during the three months ended March 31, 2000.
Management's estimates with respect to unrecoverable future rental obligations
are considered forward-looking statements and are subject to fluctuations in the
real estate market.
LIQUIDITY AND CAPITAL RESOURCES
Angeion Corporation had cash of $11,573,000 and working capital of $15,228,000
as of March 31, 2000. During the three months ended March 31, 2000, the Company
used $1,947,000 in cash for operating activities, including $1,650,000 in cash
used for discontinued operations. Cash was provided by depreciation and
amortization of $452,000, a $411,000 decrease in accounts receivable, $518,000
in lower inventory and $427,000 in higher accrued expenses offset by a decreases
of $826,000 and $163,000 in accounts payable and employee compensation,
respectively.
During the three months ended March 31, 2000, the Company generated $8,257,000
in cash from investing activities, primarily through $9,064,000 in cash
generated from discontinued operations, including a one-time payment of
$9,000,000 for the non-exclusive licensing of patent rights to Medtronic, Inc.
plus $64,000 from the sale of assets related to discontinued operations. Cash
was used to purchase the assets of AeroSport, Inc. for $468,000, to purchase
$186,000 of equipment and fixtures and to increase the Company's investment in
proprietary software.
At March 31, 2000 the Company had no material commitments for capital
expenditures. The Company believes that its revenues from operations together
with its existing cash will be adequate to satisfy its liquidity and capital
resource needs through 2000.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
None
10
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material developments in any of the legal proceedings
described in the Form 10-K for the year ended December 31, 1999.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In its Form 10-K for the year ended December 31, 1999, the Company reported on
the actions taken at its 1999 Annual Meeting which was adjourned in February
2000.
ITEM 5. OTHER INFORMATION
On March 16, 2000, the Company acquired the operating assets of AeroSport, Inc.,
a privately held Ann Arbor, Michigan corporation for $468,000 in cash. The
Company also obtained an exclusive world-wide license to AeroSport's patented
technology and agreed to pay AeroSport future royalties. AeroSport is a leading
global supplier of gas exchange metabolic analyzers for the health, fitness and
research and education markets.
On March 23, 2000, the Company closed a Settlement, License and Asset Purchase
Agreement with Medtronic, Inc. under which the Company granted Medtronic a
one-way, non-exclusive, fully paid-up, royalty free license for the Company's
cardiac stimulation technology. As part of the agreement, Angeion sold to
Medtronic certain unfiled patent disclosures relating to cardiac stimulation
devices. Under the agreement, the Company and Medtronic also agreed to release
each other from any patent infringement claims for products sold or used prior
to the closing date. In connection with the transaction, Medtronic made a
one-time payment of $9,000,000 to the Company.
On March 24, 2000, the Company closed an Asset Purchase Agreement, together with
a separate License agreement and ancillary documents, with ELA Medical and
Sanofi-Synthelabo under which the Company granted to ELA Medical a one-way,
non-exclusive, fully paid-up, royalty free license for its cardiac stimulation
technology. As part of the agreements, the Company sold to ELA Medical and
Sanofi-Synthelabo certain assets and liabilities related to the manufacture and
sale of cardiac stimulation devices. In connection with the transaction,
Sanofi-Synthelabo surrendered 745,994 shares of common stock and warrants to
purchase an additional 1,897,186 shares, including warrants to purchase 919,017
shares at ten cents per share.
11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits List
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
On January 6, 2000, the Company filed a Form 8-K dated December 21,
1999 reporting the Angeion acquisition of Medical Graphics. On March 6, 2000,
Angeion filed an amended Form 8-K/A containing pro forma information required by
the Medical Graphics acquisition. This Form 8-K/A also reported preliminary
unaudited results for Angeion's Medical Graphics subsidiary for the year ended
December 31, 1999 and stated Angeion's intent to discontinue the ICD product
line and to focus on the business of Medical Graphics in the future.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Angeion Corporation
-------------------
(Registrant)
Date: May 15, 2000 /s/ Richard E. Jahnke
------------ -----------------------------------------
Richard E. Jahnke, President and Chief
Executive Officer
(Principal Executive Officer)
Date: May 15, 2000 /s/ Dale H. Johnson
------------ -----------------------------------------
Dale H. Johnson, Chief Financial Officer
(Chief Accounting Officer)
13
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
27 Financial Data Schedule.
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated financial statements as of and for the three months ended March 31,
2000, and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 11,573
<SECURITIES> 0
<RECEIVABLES> 4,504
<ALLOWANCES> (125)
<INVENTORY> 4,551
<CURRENT-ASSETS> 20,781
<PP&E> 6,474
<DEPRECIATION> (4,177)
<TOTAL-ASSETS> 37,854
<CURRENT-LIABILITIES> 5,553
<BONDS> 0
0
0
<COMMON> 34
<OTHER-SE> 12,069
<TOTAL-LIABILITY-AND-EQUITY> 37,854
<SALES> 4,906
<TOTAL-REVENUES> 4,906
<CGS> 3,032
<TOTAL-COSTS> 5,557
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 574
<INCOME-PRETAX> (1,145)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,145)
<DISCONTINUED> 11,029
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,884
<EPS-BASIC> 2.43
<EPS-DILUTED> 1.89
</TABLE>
