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
For the transition period from ___________ to ___________
Commission file number 0-20227
Tracor, Inc.
(Exact name of registrant as specified in its charter)
Delaware 74-2618088
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6500 Tracor Lane, Austin, Texas
78725-2000
(Address of principal executive offices)
(Zip Code)
512/926 2800
(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 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 _____
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS 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 last practicable date.
Common stock 24,799,541 shares
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
TRACOR
CONDENSED CONSOLIDATED BALANCE SHEETS
<S> <C> <C>
March 31, December 31,
1997 1996
-------- ------------
(Unaudited) (Audited)
(in thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents $ 760 $ 36,758
Accounts receivable 233,238 222,899
Inventories 14,031 12,456
Assets held for sale 3,530 3,530
Prepaid expenses and other 19,504 15,792
Restricted cash 10,250 1,750
Deferred income taxes 26,829 26,829
-------- --------
Total current assets 308,142 320,014
Property, plant, and equipment, net 117,922 117,463
Goodwill, net 233,522 236,047
Other intangibles, net 11,798 12,947
Restricted cash 21,594 30,094
Prepaid pension costs 12,603 14,980
Deferred charges and other assets 10,611 13,409
-------- --------
Total assets $716,192 $744,954
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $154,920 $154,872
Current portion of long-term debt 10,819 24,712
-------- --------
Total current liabilities 165,739 179,584
Long-term debt, less current portion 278,971 292,172
Deferred revenue 13,248 15,625
Other long-term liabilities 34,621 34,656
Shareholders' equity:
Preferred stock, par value $.01 per
share: 1,000,000 shares authorized;
no shares issued or outstanding - -
Common stock, par value $.01 per
share: 53,000,000 shares authorized;
shares issued and outstanding:
24,797,141 net of 6,092 shares in
treasury in 1997 and 24,754,303 net
of 3,411 shares in treasury in 1996 247 247
Additional capital paid in 126,256 125,839
Retained earnings 97,110 96,831
-------- --------
Total shareholders' equity 223,613 222,917
-------- --------
Total liabilities and shareholders' equity $716,192 $744,954
======== ========
See notes to unaudited condensed consolidated financial statements.
</TABLE>
TRACOR
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<S> <C> <C>
Three Months Ended
March 31,
------------------
1997 1996
---- ----
(in thousands, except
per share amounts)
Net sales $297,464 $229,047
Cost of sales 239,643 182,338
-------- --------
Gross profit 57,821 46,709
Selling, administrative, and general expenses 31,706 27,262
-------- --------
Earnings before interest, income taxes,
and extraordinary loss 26,115 19,447
Interest expense, net 6,952 5,683
-------- --------
Income before income taxes and extraordinary loss 19,163 13,764
Income taxes 8,899 6,103
-------- --------
Income before extraordinary loss 10,264 7,661
Extraordinary loss from early extinguishment
of debt, net of income tax benefit of $7,084 9,985 -
-------- --------
Net income $ 279 $ 7,661
======== ========
Net income per common and common equivalent share:
Income before extraordinary loss $.38 $.32
Extraordinary loss (.37) -
---- ----
Net income $.01 $.32
==== ====
</TABLE>
See notes to unaudited condensed consolidated financial statements.
TRACOR
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
--------------------
1997 1996
---- ----
(in thousands)
<S> <C> <C>
Operating activities:
Net income $ 279 $ 7,661
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Extraordinary loss from early extinguishment of
debt, net of income tax benefit 9,985 -
Depreciation of property, plant, and equipment 4,603 3,807
Amortization of goodwill 2,279 1,122
Amortization of other intangibles 1,216 1,410
Decrease in prepaid pension costs 2,377 2,238
Decrease in debt issuance costs 711 629
Decrease in deferred revenue (2,377) (2,238)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (10,339) 137
Increase in inventories and prepaid expenses (3,217) (6,398)
Increase (decrease) in accounts payable
and accrued expenses 5,224 (8,312)
Increase (decrease) in other, net 251 (202)
-------- --------
Net cash provided by (used in)
operating activities 10,992 (146)
Investing activities:
Purchases of property, plant, and equipment (5,271) (2,754)
Acquisition of business, net of cash acquired (465) (103,058)
-------- --------
Net cash used in investing activities (5,736) (105,812)
Financing activities:
Payments of long-term debt (318,102) (84,287)
Proceeds from issuance of long-term debt 291,005 180,000
Payment of premium to retire long-term debt (7,512) -
Payment of debt issuance costs (6,645) (5,041)
-------- --------
Net cash provided by (used in)
financing activities (41,254) 90,672
-------- --------
Decrease in cash and
cash equivalents (35,998) (15,286)
Cash and cash equivalents at beginning of period 36,758 59,478
-------- --------
Cash and cash equivalents at end of period $ 760 $ 44,192
======== ========
See notes to unaudited condensed consolidated financial statements.
TRACOR
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
Note A -- Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
of Tracor, Inc. (Tracor or the Company) have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. 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, consisting of normal recurring items,
considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 1997, are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1997. For further information, refer to the
Company's consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K as of December 31, 1996.
Note B -- Income Taxes
The effective income tax rate for the three months ended March 31,
1997, is based on the expected annual rate for federal, state, and
foreign income taxes.
Note C -- Net Income Per Common and Common Equivalent Share
For the first quarter of 1997, primary and fully diluted net income
per share amounts are computed in accordance with the treasury stock
method using the weighted average common shares outstanding and
equivalents assuming the exercise of all outstanding warrants and
options for common shares.
In the prior year, both primary and fully diluted net income per share
amounts were computed using the modified treasury stock method using
the weighted average common shares outstanding and equivalents
assuming the exercise of all outstanding warrants and options for
common shares. For purposes of net income per share computations, net
income is adjusted for the pro forma reduction of interest expense,
net of investment income (where applicable) and income taxes,
resulting from the assumed use of warrant and option proceeds to
reduce outstanding debt.
The weighted average common and common equivalent shares used in the
fully diluted calculation were 26,767,000 and 24,878,000 for the three
months ended March 31, 1997 and 1996, respectively. For both periods
presented, the primary and fully diluted net income per share
calculations yielded the same amount.
Recently Issued Accounting Standards
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings Per Share, which is required to be adopted
for financial statements issued for periods ending after December 15,
1997. At that time, the Company will be required to change the method
currently used to compute earnings per share and to restate all prior
periods. Under the new requirements, the presentation of primary
earnings per share is replaced with a presentation of basic earnings
per share, the calculation of which excludes the dilutive effect of
common stock equivalents. The impact is expected to result in a basic
earnings per share before extraordinary loss for the first quarter
ended March 31, 1997 and 1996 of $.41 and $.54, respectively, or an
increase of $.03 and $.22, respectively, over the presently disclosed
primary earnings per share. There is no impact on the fully diluted
earnings per share calculation for the quarter ended March 31, 1997;
however, the impact of Statement No. 128 on the quarter ended
March 31, 1996, is an increase of $.02.
Note D -- Long-term Debt
On February 14, 1997, Tracor commenced a tender offer to purchase for
cash up to the entire outstanding principal amount of its 10 7/8%
Senior Subordinated Notes due 2001 (Old Notes) and a related
solicitation of consents to modify certain other terms of the
indentures under which the Old Notes were issued. On February 17,
1997, the Company also commenced a private placement offering
(Offering) of $250 million aggregate principal amount of 8 1/2% Senior
Subordinated Notes due 2007 (New Notes). The Offering was conditioned
upon receipt of consents and tenders representing at least a majority
in aggregate principal amount of Old Notes outstanding. On March 14,
1997, Tracor consummated the tender offer and purchased for cash
$112,891,000 of Old Notes. Upon completion of the Offering, the
Company also refinanced its outstanding indebtedness under its
existing bank agreement and entered into a new bank credit facility
(New Bank Credit Facility) providing for a five-year revolving credit
facility in the initial principal amount of $200 million.
Interest on the New Notes is payable semiannually commencing September
1, 1997. The New Notes are redeemable in whole or in part at the
option of the Company on or after March 1, 2002, at specified
redemption prices. In addition, prior to March 1, 2000, the Company,
at its option, may redeem certain percentages of the aggregate
principal amount of the New Notes with the net cash proceeds of one or
more public equity offerings at specified redemption prices. The New
Notes are general unsecured obligations of the Company and are
subordinated in right of payment to all existing and future senior
indebtedness of the Company. The New Notes are subject to a
registration rights agreement, pursuant to which Tracor has filed a
registration statement with respect to an offer to exchange the New
Notes for registered identical senior subordinated notes of the
Company.
The New Bank Credit Facility is subject to commitment reductions of
$25 million on February 28, 2000, and $50 million on February 28,
2001. Certain mandatory prepayments are also required. All of
Tracor's stock in certain of its domestic, wholly-owned subsidiaries
is pledged under the New Bank Credit Facility, and all borrowings are
guaranteed by such subsidiaries.
The New Bank Credit Facility bears interest at Tracor's option either
at the lender's base rate plus up to .75% or the eurodollar rate plus
.625% to 1.75% in each case based on certain financial ratios, as
defined. Interest on base rate loans is payable quarterly, and
interest on eurodollar loans is payable at the end of the applicable
interest period or every three months in the case of interest periods
in excess of three months. A commitment fee ranging from .25% to
.375% per annum is charged on the unused revolving loans and is
payable quarterly in arrears. Each letter of credit bears customary
fees and administrative charges. At March 31, 1997, the Company had
outstanding letters of credit totaling $41.5 million relating to commitments
for performance on certain contracts with foreign customers and as collateral
on certain insurance policies.
The New Bank Credit Facility and New Notes contain covenants which,
among other things, impose limitations and restrictions on the
incurrence of additional indebtedness, capital expenditures, future
mergers and acquisitions, sales of assets, and payment of dividends.
In addition, Tracor is required to satisfy certain financial covenants
relating to, among other matters, interest coverage, working capital,
leverage, and net worth.
The above transactions resulted in a one-time extraordinary charge of
approximately $10.0 million, net of an income tax benefit of $7.1
million, consisting of $7.5 million premium to retire the Old Notes
and a $9.6 million write-off of unamortized debt issuance costs.
Note E -- Acquisitions
During the first quarter of 1997, the purchase price of Cordant
Holdings, Inc. (Cordant), including acquisition expenses, was
finalized as $66 million. No contingent payments were earned, and
accordingly, $5.3 million of the $26.5 million promissory note issued
as consideration in the acquisition became payable on April 1, 1997,
and is included in the current portion of long-term debt together with
a $5 million promissory note for indemnification claims, payable March
28, 1998. An equal portion of the cash escrow deposits which
collateralize standby letters of credit supporting these promissory
notes has been recorded as current restricted cash at March 31, 1997.
For each of the major acquisitions completed in 1996, Tracor completed
cost estimates related to the planned elimination of certain duplicative
corporate functions and the consolidation of operating facilities.
Estimated liabilities totaling $2.9 million for employee severance and
excess facilities costs were established related to the Cordant acquisition.
As of March 31, 1997, approximately $335,000 of such costs have been
incurred. Approximately $4.6 million of costs has been incurred related
estimated liabilities of $6 million established in conjunction with the
acquisition of AEL Industries, Inc. (AEL). These liabilities were
established for employee severance, relocation costs, facility
closing-related costs, and other miscellaneous liabilities. No adjustments
to these liabilities were recorded during the quarter.
TRACOR
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Business Environment
Approximately 73% of the products, systems, and services of Tracor,
Inc. and its subsidiaries (Tracor or the Company) are sold to the U.S.
Department of Defense (DOD) through direct contracts or through
subcontracts with other
U.S. government contractors. Beginning in the mid-1980s, the defense
industry in general was negatively impacted by the perceived reduction
of threats from the former Soviet Union and eastern European countries
and, more recently, by competing demands upon the federal budget.
While this has resulted in a U.S. defense budget that has decreased in
real dollars, adjusted for inflation, over the last decade, it has
recently begun to stabilize. A major portion of the Company's DOD
sales are funded by the operations and maintenance segment of the
defense budget in areas which are among today's top priorities. This
segment has declined less than other segments of the budget as
readiness priorities have emerged. It is now the largest segment of
the defense budget and is projected to comprise more than one-third of
the defense budget over the next decade. The electronic content of
the operations and maintenance segment, as well as the procurement
portion of the budget, is expected to experience a modest increase
over this same time frame. Tracor's ability to benefit from this
upturn is enhanced by its substantial position in the electronic
warfare, mission planning, and imagery markets.
Budget reductions have also driven the DOD and other U.S. government
agencies to pursue products and services which rapidly improve their
operating efficiency. This, in turn, has triggered a substantial
increase in the demand for state-of-the-art computer equipment and
software systems and major change in the government's method for
acquiring information technology, moving to large government-wide
acquisition contract vehicles. Following the acquisition of Cordant,
the Company formed Tracor Information Systems Company, by uniting
Cordant, Quality Systems, Inc. and the Software Center of Excellence.
This consolidation strengthens Tracor's ability to effectively address
the rapidly growing information technology market for both DOD and
nondefense customers. Information systems has been the fastest
growing business area within Tracor.
The contraction of the defense budget in recent years and the
resulting excess capacity and increase in competition for contracts
among defense companies have resulted in a significant consolidation
in the industry. Through internal growth and several acquisitions,
the Company has substantially increased its revenue base. It has also
reduced combined overhead costs through staff reductions, facilities
consolidations, process improvements, and the elimination of certain
other duplicative costs. These efficiencies and increased revenue
base have enhanced Tracor's cost competitiveness in bidding on new
contracts and recompetes of existing contracts. While acquisition
price expectations have increased, management believes the ongoing
consolidation within the defense industry will continue to present
opportunities for additional selected acquisitions at prices which
meet the Company's objectives.
While the long-term impact of changes in the defense budget and the
industry consolidation cannot be predicted with certainty, management
believes the Company is well positioned to continue to leverage its
strengths and successes in electronic and information technology
products, systems, and services for the U.S. defense and intelligence
marketplaces and increase its ongoing diversification efforts into
foreign defense markets, nondefense U.S. government markets, and
selected commercial markets.
Financial Condition
Working capital was $142.4 million at March 31, 1997, up from $140.4
million at December 31, 1996. The ratio of current assets to current
liabilities was 1.9 at March 31, 1997, compared to 1.8 at December 31,
1996. Cash from operating activities increased over the prior year.
Cash used in operating activities in the prior year was due to the
timing of changes in accounts receivable, inventories, and accounts
payable. Such changes included increases in program and spare parts
inventories and decreases in accounts payable due to subcontractor
progress payments and funding of insurance programs. The current year
increase in accounts receivable is due to the timing of billings and
collections and is expected to be temporary. Cash from operations
funded a scheduled debt payment of $5.6 million during the quarter.
On March 14, 1997, Tracor completed the Offering of the New Notes and
entered into the New Bank Credit Facility. The Offering resulted in
proceeds of $249 million and $42 million was borrowed under the New
Bank Credit Facility at the time of the refinancing. These proceeds
were used to retire the Old Notes plus accrued interest ($114
million), retire the existing bank credit facility plus accrued
interest ($160.3 million), pay a $7.5 million premium to retire the
Old Notes and pay approximately $6.6 million of debt issuance costs.
The Company repaid the $42 million borrowed under the New Bank Credit
Facility prior to the end of the quarter.
At March 31, 1997, the Company had outstanding letters of credit of
approximately $41.5 million, leaving $158.5 million available under
the $200 million New Bank Credit Facility. Existing letters of credit
secure performance commitments on certain contracts with foreign
customers and serve as collateral for certain insurance policies.
At March 31, 1997, the Company had firm backlog, which includes funded
and unfunded contractual commitments, of $1.1 billion, as compared to
$1.0 billion at December 31, 1996. Approximately 79% of firm backlog
represents contracts with agencies of the U.S. government or its prime
contractors, and about 75% is expected to be earned within one year.
In addition, the Company's backlog of unexercised contract options on
U.S. government contracts was $1.7 billion at March 31, 1997, compared
to $1.6 billion at December 31, 1996.
The Company's operations typically do not require large capital
expenditures, and there were no material capital commitments at March
31, 1997. Capital expenditures incurred during the quarter were $5.3
million.
Cash from continuing operations and amounts available under the $200
million New Bank Credit Facility will provide the necessary resources
to allow the Company to meet its obligations, fund capital equipment
requirements, and pursue its business strategy. In addition, the
long-term debt refinancing has provided the Company with the financial
flexibility to pursue further acquisitions in the ongoing U.S. defense
industry consolidation.
Results of Operations
Three Months Ended March 31, 1997, Versus Three Months Ended March 31,
1996
Sales and earnings before interest, income taxes, and extraordinary loss
increased 30% and 34%, respectively, compared to the first quarter of 1996.
Approximately 63% of the increase in sales is attributable to
companies acquired during 1996, primarily AEL Industries, Inc. (AEL)
and Cordant Holdings, Inc. (Cordant). Excluding the results of
acquired companies, Tracor experienced sales growth of 11.5% over the
prior due to increased sales throughout the Company, primarily on
engineering services contracts and several new programs, including an
intelligence contract, an aircraft modification contract, and a foreign
contract for the production of sub-scale drones. The overall increase
in the sales base and cost savings realized from the acquisition of
AEL resulted in a decrease in selling, general, and administrative
expenses as a percent of sales from 11.9% in 1996 to 10.7% in 1997.
Acquired companies contributed 15% of the increase in earnings before
interest, income taxes, and extraordinary loss and the remainder is
due to improved margins on sales of automatic test equipment and
the increased sales mentioned above.
Interest expense increased 22% compared to the first quarter of 1996.
The additional term debt borrowed in conjunction with the AEL
acquisition on February 22, 1996, resulted in increased average term
debt balances and increased amortization expense of debt issuance
costs in 1997. Although the refinancing of long-term debt is expected
to reduce total interest expense for 1997 compared to the prior year,
the transaction occurred late in the first quarter and such effects
have not yet been realized. The remainder of the increase is due to
accrued interest expense on contract advance payments and reduced
investment interest income.
The effective tax rate increased from 44.3% to 46.4% due to the
increase in nondeductible goodwill amortization expense resulting from
the AEL and Cordant acquisitions.
The extraordinary loss recorded in the first quarter of 1997 is a one-
time charge related to the retirement of long-term debt and is
comprised of $9.6 million write-off of unamortized debt issuance
costs, $7.5 million premium to retire the Old Notes, net of an income
tax benefit of $7.1 million.
TRACOR
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits.
11. Statement regarding computation of net income per common
and common equivalent share.
TRACOR
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.
Tracor, Inc.
Date: May 14, 1997 By: /S/ Robert K. Floyd
--------------------
Robert K. Floyd
Vice President and
Chief Financial Officer
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
TRACOR
COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE
(in thousands, except per share amounts)
Three Months Ended
March 31,
------------------
<S> <C> <C>
Primary:
- -------- 1997 1996
-------- --------
Income before extraordinary loss $10,264 $7,661
Interest expense adjustment, net of income taxes - 424
-------- --------
Adjusted net income before extraordinary loss 10,264 8,085
Extraordinary loss (9,985) -
-------- --------
Adjusted net income $ 279 $8,085
======== ========
Weighted average common shares outstanding 24,776 14,165
Weighted average common share equivalents:
Assumed exercise of warrants 1,228 12,049
Assumed exercise of options 1,564 1,497
Assumed purchase of common shares for treasury (829) (2,833)
-------- --------
Net weighted average additional shares issuable 1,963 10,713
-------- --------
Common and common equivalent shares 26,739 24,878
======== ========
Income per common and common equivalent share:
Income before extraordinary loss $.38 $.32
Extraordinary loss (.37) -
---- ----
Net income $.01 $.32
==== ====
Fully diluted:
- --------------
Income before extraordinary loss $10,264 $7,661
Interest expense adjustment, net of income taxes - 360
-------- --------
Adjusted net income before extraordinary loss 10,264 8,021
Extraordinary loss (9,985) -
-------- --------
Adjusted net income $ 279 $8,021
======== ========
Weighted average common shares outstanding 24,776 14,165
Weighted average common share equivalents:
Assumed exercise of warrants 1,228 12,049
Assumed exercise of options 1,564 1,497
Assumed purchase of common shares for treasury (801) (2,833)
-------- --------
Net weighted average additional shares issuable 1,991 10,713
-------- --------
Common and common equivalent shares 26,767 24,878
======== ========
Income per common and common equivalent share:
Income before extraordinary loss $.38 $.32
Extraordinary loss (.37) -
---- ----
Net income $.01 $.32
==== ====
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 760
<SECURITIES> 0
<RECEIVABLES> 233238
<ALLOWANCES> 0
<INVENTORY> 14031
<CURRENT-ASSETS> 308142
<PP&E> 170005
<DEPRECIATION> 52083
<TOTAL-ASSETS> 716192
<CURRENT-LIABILITIES> 165739
<BONDS> 278971
0
0
<COMMON> 247
<OTHER-SE> 223366
<TOTAL-LIABILITY-AND-EQUITY> 716192
<SALES> 297464
<TOTAL-REVENUES> 297464
<CGS> 239643
<TOTAL-COSTS> 239643
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6952
<INCOME-PRETAX> 19163
<INCOME-TAX> 8899
<INCOME-CONTINUING> 10264
<DISCONTINUED> 0
<EXTRAORDINARY> (9985)
<CHANGES> 0
<NET-INCOME> 279
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
