UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1997
-----------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-4184
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MATEC Corporation
- -------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-0737363
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
75 South St., Hopkinton, Massachusetts 01748
- ---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(508) 435-9039
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(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
--- ---
As of November 7, 1997, the number of shares outstanding of Registrant's
Common Stock, par value $.05 was 2,733,661.
-1-
<PAGE>
MATEC Corporation
Index
Page
----
PART I. FINANCIAL INFORMATION
Consolidated Condensed Balance Sheets -
September 28, 1997 and December 31, 1996 ................ 3
Consolidated Statements of Operations - Three Months and
Nine Months Ended September 28, 1997 and September 29, 1996 4
Consolidated Condensed Statements of Cash Flows -
Nine Months Ended September 28, 1997 and September 29, 1996 5
Notes to Consolidated Condensed Financial Statements ..... 6-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations ..................... 8-11
PART II. OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K ................ 12
Signatures ..................................................... 13
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<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MATEC Corporation and Subsidiaries
Consolidated Condensed Balance Sheets
(In thousands, except share data) (Unaudited)
9/28/97 12/31/96(a)
-------- --------
ASSETS
Current assets:
Cash and cash equivalents ............................ $ 588 $ 610
Receivables, net ..................................... 3,157 3,716
Inventories .......................................... 3,322 2,890
Deferred income taxes and other current assets ....... 1,032 955
------- -------
Total current assets ............................... 8,099 8,171
------- -------
Property, plant and equipment, at cost ................. 12,091 11,980
Less accumulated depreciation ........................ 8,102 7,788
------- -------
3,989 4,192
------- -------
Marketable equity securities ........................... 3,752 2,782
Net assets of discontinued operations .................. 5,740 5,520
Other assets ........................................... 92 78
------- -------
$21,672 $20,743
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable ........................................ $ 250 $ 650
Current portion of long-term debt .................... - 200
Accounts payable ..................................... 1,250 1,080
Accrued liabilities .................................. 1,284 1,183
Income taxes ......................................... 243 119
------- -------
Total current liabilities .......................... 3,027 3,232
------- -------
Deferred income taxes .................................. 2,071 1,652
Long-term debt ......................................... 1,988 1,984
Stockholders' equity:
Preferred stock, $1.00 par value-
Authorized 1,000,000 shares; issued none ............ - -
Common stock, $.05 par value-
Authorized 10,000,000 shares; Issued 3,804,195 shares 190 190
Capital surplus ...................................... 6,443 6,443
Retained earnings .................................... 11,164 10,955
Net unrealized gain on marketable equity securities .. 2,152 1,570
Treasury stock at cost, 1,070,534 and 1,049,467 shares (5,363) (5,283)
------- -------
Total stockholders' equity ...................... 14,586 13,875
------- -------
$21,672 $20,743
======= =======
(a) Restated for discontinued operations.
See notes to consolidated condensed financial statements.
-3-
<PAGE>
MATEC Corporation and Subsidiaries
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended Nine Months Ended
9/28/97 9/29/96(a) 9/28/97 9/29/96(a)
-------- -------- -------- --------
Net sales ....................... $ 4,548 $ 3,499 $ 12,216 $ 14,110
Cost of sales ................... 3,224 2,711 8,919 10,137
------- ------- -------- --------
Gross profit .................. 1,324 788 3,297 3,973
Operating expenses:
Selling and administrative .... 1,043 725 3,010 3,336
Research and development ...... 28 130 95 440
Restructuring ................. - - (90) -
------- ------- -------- --------
1,071 855 3,015 3,776
Operating profit (loss) ......... 253 (67) 282 197
Other income (expense):
Interest expense ............... (62) (79) (187) (271)
Other, net ..................... 12 21 17 33
------- ------- -------- --------
(50) (58) (170) (238)
Earnings (loss) from continuing
operations before income taxes . 203 (125) 112 (41)
Income tax (expense) benefit .... (81) 48 (44) 15
------- ------- -------- --------
Earnings (loss) from continuing
operations ..................... 122 (77) 68 (26)
Earnings from discontinued
operations, net of income taxes 64 125 141 467
------- ------- -------- --------
Net earnings .................... $ 186 $ 48 $ 209 $ 441
======= ======= ======== ========
Earnings (loss) per share:
Continuing operations ......... $ .05 $(.03) $ .03 $(.01)
Discontinued operations ....... .02 .05 .05 .17
----- ----- ----- -----
$ .07 $ .02 $ .08 $ .16
===== ===== ===== =====
Average shares outstanding ...... 2,734 2,774 2,738 2,768
===== ===== ===== =====
Cash dividends per share ........ $ - $ - $ - $ -
===== ===== ===== =====
(a) Restated for discontinued operations.
See notes to consolidated condensed financial statements.
-4-
<PAGE>
MATEC Corporation and Subsidiaries
Consolidated Condensed Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
9/28/97 9/29/96(a)
-------- --------
Cash flows from operating activities:
Net earnings (loss) from continuing operations ... $ 68 $ (26)
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Non-cash items ................................. 500 490
Changes in operating assets and liabilities .... 503 817
------- -------
Net cash provided by operating activities 1,071 1,281
- ----------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures, net ........................ (309) (347)
Other, net........................................ (16) (6)
------- -------
Net cash (used) by investing activities (325) (353)
- ----------------------------------------------------------------------
Cash flows from financing activities:
Net repayments under lines of credit ............. (400) (650)
Payments on long-term debt ....................... (200) (228)
Purchases of treasury stock ...................... (80) -
Stock options exercised .......................... - 45
------- -------
Net cash (used) by financing activities (680) (833)
- ----------------------------------------------------------------------
Cash provided (used) by discontinued operations (88) 126
- ----------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (22) 221
Cash and cash equivalents:
Beginning of period .............................. 610 695
------- -------
End of period .................................... $ 588 $ 916
======= =======
(a) Restated for discontinued operations.
See notes to consolidated condensed financial statements.
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<PAGE>
MATEC Corporation and Subsidiaries
Notes to Consolidated Condensed Financial Statements
1. Financial Presentation:
The interim financial statements are unaudited but, in the opinion of
management, reflect all adjustments necessary for fair presentation of
results for such periods. The results of operations for any interim
period are not necessarily indicative of results for the full year.
The accounting policies followed by the Company are set forth
in Note 1 to the Company's financial statements in the 1996 MATEC
Corporation and Subsidiaries Annual Report which is incorporated by
reference in Form 10-KSB for the year ended December 31, 1996.
2. Discontinued Operations:
In the third quarter of 1997, the Company adopted a plan to sell its
Bergen Cable Technologies, Inc. ("BCT") subsidiary. Disposition
alternatives are being considered and discussions are being held with
prospective purchasers. The Company expects to realize a gain on the
disposition of BCT. BCT had represented the Company's steel cable
segment of operations.
The operating results of BCT have been reported as discontinued
operations, and previously reported financial statements have been
restated to reflect this disposition. The operating results of BCT are
presented in the Consolidated Statements of Operations under the caption
"Earnings from discontinued operations, net of taxes" and include:
Three Months Ended Nine Months Ended
9/28/97 9/29/96 9/28/97 9/29/96
------- ------- ------- -------
(in thousands)
Net sales .................. $ 3,785 $ 3,126 $11,107 $ 9,280
Earnings before income taxes 106 201 235 753
Income (taxes) ............. ( 42) (76) (94) (286)
Net earnings ............... 64 125 141 467
Net assets of BCT include the following:
9/28/97 12/31/96
------- --------
(in thousands)
Current assets ................... $ 5,458 $ 4,980
Property, plant and equipment, net 2,470 2,252
Current liabilities .............. 2,188 1,712
------- -------
Net assets of discontinued operations $ 5,740 $ 5,520
======= =======
All of the assets of BCT, except for real estate, are pledged as
collateral against the Company's Term Debt Note ($2 million face amount)
due in 2000.
-6-
<PAGE>
4. Receivables:
Receivables consist of the following (in thousands):
9/28/97 12/31/96
------- --------
Accounts receivable, less allowance for
doubtful accounts of $112 and $85 ...... $ 2,991 $ 3,450
Costs and estimated earnings in excess of
billings on uncompleted contracts ...... 52 142
Refundable income taxes ................. 114 124
------- --------
$ 3,157 $ 3,716
======= ========
5. Inventories:
Inventories consist of the following (in thousands):
9/28/97 12/31/96
------- --------
Raw materials ....................... $ 980 $ 1,053
Work in process ..................... 1,252 572
Finished goods ...................... 1,090 1,265
------- -------
$ 3,322 $ 2,890
======= =======
6. New Accounting Standards:
In February 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 128,
"Earnings Per Share". The Company will adopt this SFAS in the fourth
quarter of 1997, as required and will continue to apply APB Opinion No.
15, "Earnings Per Share" until then. The new Statement specifies the
computation, presentation, and disclosure requirements for earnings per
share and the new calculation is not expected to have a material effect
on the Company's calculations of earnings per share.
In February 1997, the FASB issued SFAS No. 129, "Disclosure of
Information about Capital Structure" that requires certain disclosures
concerning the capital structure of an entity and is effective with the
Company's 1997 annual financial statements. Adoption of this Statement
is not expected to materially change the Company's capital structure
disclosure.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income" and SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information". SFAS No. 130 establishes standards for reporting
and displaying comprehensive income and is effective for the Company's
1998 financial statements. Adoption of this Statement will have no
effect on the Company's results of operations or financial position.
SFAS No. 131 establishes standards for reporting annual and interim
operating segment information and is effective for the Company's 1998
annual financial statements and interim reporting beginning in 1999.
Adoption of this Statement will have no effect on the Company's financial
position or consolidated results of operations.
-7-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
- -------------------------------
Cash and cash equivalents decreased $22,000 during the nine months
ended September 28, 1997. The Company's continuing operations generated
$1,071,000 in cash during this period, while investing and financing
activities used cash of $325,000 and $680,000, respectively.
The primary sources of cash from continuing operations were net
earnings of $68,000, the net noncash items, mainly depreciation, of
$500,000 and $503,000 from the favorable change in operating assets and
liabilities. A decrease in receivables and an increase in payables,
offset in part by an increase in inventory, were the primary reasons for
the decrease in net operating assets. The receivables decrease from the
December 31, 1996 level is mainly due to a reduction in the number of
days sales in receivables. The increase in accounts payable is mainly
attributable to the timing of inventory purchases and the increase in
inventory. The main reason for the increase in inventory was the higher
level in the instrument segment to support its current backlog of
orders.
The Company's principal investing activity during the nine months
ended September 28, 1997 was the purchase of $309,000 of capital
equipment mainly in the electronics segments. These additions are geared
toward adding new and upgrading existing production capabilities and
processes within this segment.
During the nine months ended September 28, 1997, the Company reduced
its lines of credit borrowings by $400,000 and its long-term debt by
$200,000. At September 28, 1997, the Company's continuing operations
unused portion of its lines of credit arrangements was $1,600,000.
Management believes that based on its current debt arrangements,
its current working capital, and the expected cash flows from operations
the Company's resources are sufficient to meet its financial needs in
1997 including a remaining capital expenditures budget of approximately
$350,000.
-8-
<PAGE>
Results of Operations -- Overview --
- ------------------------------------
Net sales for the quarter ended September 28, 1997 increased
$1,049,000 (30%) from 1996, as higher sales in the electronics were
partially offset by lower sales in the instruments segment. During the
nine months ended September 28, 1997, net sales decreased $1,894,000
(13%), mainly as a result of decreased sales in the instruments segment.
During the quarter ended September 28, 1997, the overall gross profit
percentage increased 29% over 1996 as a result of increased margins in
both the electronics and instruments segments. During the nine months
ended, the overall gross profit percentage decreased slightly from last
year due mainly to lower margins in the electronics segment.
Total selling and administrative expenses for the quarter ended
September 28, 1997 increased $318,000 (44%) over 1996. Selling expenses
increased $182,000 mainly as a result of higher expenses in the
electronics segment. Administrative expenses increased $136,000
primarily due to the $100,000 severance expense recorded for the former
president of the Company. During the nine months ended, selling and
administrative expenses decreased $326,000 (10%) from last year mainly as
a result of decreased selling expenses in the instruments segment.
The reductions in research and development expenses resulted from
decreased expenses in the instruments segment.
The restructuring credit represents a cash recovery, net of legal
expenses, from the sale of one of the product lines in the instruments
segment.
During the quarter and nine months ended September 28, 1997, the
interest expense reductions were due to lower levels of short and
long-term debt.
Other income (expense), net includes the following (in thousands):
Quarter Ended Nine Months Ended
9/28/97 9/29/96 9/28/97 9/26/96
------- ------- ------- -------
Dividend income ........... $ 16 $ 13 $ 47 $ 39
Real estate operations .... (3) (9) (40) (32)
Interest income ........... 1 16 9 20
Other, net ................ (2) 1 1 6
------- ------- ------- -------
$ 12 $ 21 $ 17 $ 33
======= ======= ======= =======
The changes in the results of the real estate operations are mainly
due to the amounts of rental income earned. During the quarter ended
September 29, 1996, interest income resulted mainly from interest
received on excise tax refunds.
The estimated effective income tax rate for 1997 is 40% compared to
38% in 1996.
-9-
<PAGE>
The Company reported a $253,000 operating profit during the quarter
ended September 28, 1997 versus a $67,000 loss in 1996 based on the
increased sales level and gross margin, partially offset by higher
operating expenses. The net nonoperating expenses decreased slightly
from 1996. As a result, the Company reported a $203,000 pre-tax profit
from continuing operations during the quarter ended September 28, 1997
compared to a pre-tax loss of $125,000 during the comparable quarter in
1996. Net earnings for the three months ended September 28, 1997
amounted to $186,000 and includes net earnings from discontinued
operations of $64,000. This compares to net earnings of $48,000 in 1996,
which includes net earnings of $125,000 from discontinued operations.
During the nine months ended September 28, 1997, operating profit
amounted to $282,000 compared to $197,000 in 1996. The increase
performance over 1996 was mainly due the lower operating expenses,
partially offset by the the lower gross profit realized on the lower
sales volume. Nonoperating expenses decreased $68,000 from 1996 mainly
as a result of decreased interest expense. As a result, pre-tax earnings
from continuing operations amounted to $112,000 for the nine months ended
September 28, 1997 versus a $41,000 loss in the comparable 1996 period.
Net earnings for the nine months ended amounted to $209,000 and includes
net earnings from discontinued operations of $141,000. This compares to
net earnings of $441,000 in 1996, which includes net earnings of $467,000
from discontinued operations.
Business Segment Results
- ------------------------
The following table presents by segment the amounts and percentages
of sales increase (decrease) from the corresponding prior year periods.
Quarter Ended Nine Months Ended
9/28/97 9/28/97
--------------- ----------------
Segment (000's) % (000's) %
- --------------------- ------- --- ------- ---
Electronics ......... $ 1,391 69 $ (2) -
Instruments ......... (342) (23) (1,892) (42)
------- -------
Total $ 1,049 30 $(1,894) (13)
======= =======
Electronics
- -----------
The sales increase during the quarter ended September 28, 1997 in the
electronics segment was primarily due to increased demand and improved
market conditions of both the OEM and contract manufacturers in the
telecommunications market. During this quarter, the Company began to see
a positive turnaround in this market. During the end of the second
quarter of 1996, the Company began to see softness in its order input
from customers in the telecommunications industry, one of the largest
current markets for the Company's products. On a year-to-date basis,
sales are level with last year, mainly as a result of the strong current
quarter sales. During the quarter ended, the overall gross profit
percentage more than doubled from 1996 mainly as a result of the effect
of allocating the fixed overhead expenses over the increased sales
level. During the nine months ended, the overall gross profit percentage
declined slightly from 1996. During the quarter ended, total operating
expenses increased (33%) from 1996 mainly as a result of increased sales
commission, advertising, and bad debt expense.
-10-
<PAGE>
During the nine months ended September 28, 1997, total operating
expenses in the electronics segment remained level with 1996. As a
result of the above, the electronics segment reported an operating profit
of $361,000 compared to an operating loss of $61,000 in 1996. For the
nine months ended September 28, 1997, operating profit amounted to
$857,000, a 9% decrease from last year.
Instruments
- -----------
The lower sales in the instruments segment during the quarter ended
September 28, 1997 were mainly due to lower sales to both the colloidal
and medical research markets. For the nine months ended, about 60% of
the sales decrease was attributable to lower sales of custom test systems
to the NDT/NDE markets and the remaining decrease to lower sales to both
the colloidal and medical research markets. During the quarter and nine
months ended September 28, 1997, the overall gross profit percentage
increased 20% and 10%, respectively, over the 1996 comparable periods.
The changes in the 1997 sales mix to a greater percentage of instruments
sales versus custom test systems and operating efficiencies and cost
reductions achieved by the consolidation of this segment into one
location were the main reasons for the higher gross profit margins.
During the quarter ended, total operating expenses remained level with
1996. For the nine months ended, total operating expenses decreased 31%
from 1996 due mainly to lower selling and research and development
costs. The selling expense decreases were due to lower personnel, travel
and advertising expenses. Decreased personnel and operating supplies and
materials were the primary reasons for the lower research and development
expense. During the quarter ended September 28, 1997, the instruments
segment reported a $57,000 (36%) increase in operating profit over 1996.
For the nine months ended September 28, 1997, operating profit amounted
to $179,000 compared to $83,000 in 1996.
-11-
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
11. Statement re Computation of Per Share Earnings.
Filed herein.
27. Financial Data Schedule. Filed for electronic
purposes only.
(b) Reports on Form 8-K - None
-12-
<PAGE>
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.
MATEC Corporation
------------------------------------
Date: November 10, 1997 By /s/ Ted Valpey, Jr.
---------------------------------
Ted Valpey, Jr.
Chairman of the Board and
President
Date: November 10, 1997 By /s/ Michael J. Kroll
---------------------------------
Michael J. Kroll,
Vice President and Treasurer
-13-
<PAGE>
MATEC Corporation and Subsidiaries Exhibit 11
Calculation of Earnings Per Share
(amounts in thousands, except per share data)
Three Months Ended
9/28/97 9/29/96(1)
------- -------
Net earnings (loss) from continuing operations .... $ 122 $ (77)
Net earnings from discontinued operations ......... 64 125
------- ------
Net earnings ...................................... $ 186 $ 48
======= ======
Calculation of primary earnings per share:
- ------------------------------------------
Weighted average common shares outstanding ....... 2,734 2,774
Increase from assumed exercise of stock options
and investment of proceeds in treasury stock,
based upon average market prices ................ 37 60
------- ------
Average common stock and common equivalent
shares outstanding (B) .......................... 2,771 2,834
======= ======
Net earnings (loss) per common and common
equivalent share (A):
Continuing operations .......................... $ .05 $ (.03)
Discontinued operations ........................ .02 .05
------- ------
$ .07 $ .02
======= ======
Calculation of fully diluted earnings per share:
- ------------------------------------------------
Weighted average common shares outstanding ....... 2,734 2,774
Increase from assumed exercise of stock options
and investment of proceeds in treasury stock,
based upon the higher of average or quarter-end
market prices ................................... 37 60
------- ------
Average common stock and common equivalent
shares used to calculate fully diluted earnings
per share (B) ................................... 2,771 2,834
======= ======
Net earnings (loss) per common and common
equivalent share assuming full dilution (C):
Continuing operations .......................... $ .05 $ (.03)
Discontinued operations ........................ .02 .05
------- ------
$ .07 $ .02
======= ======
(1) Restated for discontinued operations.
(A) Dilution from stock options is less than 3%, therefore primary
earnings per share is based on the weighted average number of shares
outstanding.
(B) The effect of the outstanding warrants is excluded since they do not
meet either test of paragraph 37 of APB Opinion 15.
(C) Dilution is less than 3%, therefore the primary basis was used for
per share calculations.
-14-
<PAGE>
MATEC Corporation and Subsidiaries Exhibit 11
Calculation of Earnings Per Share
(amounts in thousands, except per share data)
Nine Months Ended
9/28/97 9/29/96(1)
------- -------
Net earnings (loss) from continuing operations .... $ 67 $ (26)
Net earnings from discontinued operations ......... 141 467
------- -------
Net earnings ...................................... $ 208 $ 441
======= =======
Calculation of primary earnings per share:
- ------------------------------------------
Weighted average common shares outstanding ....... 2,738 2,768
Increase from assumed exercise of stock options
and investment of proceeds in treasury stock,
based upon average market prices ................ 27 54
------- -------
Average common stock and common equivalent
shares outstanding (B) .......................... 2,765 2,822
======= =======
Net earnings (loss) per common and common
equivalent share (A):
Continuing operations .......................... $ .03 $ (.01)
Discontinued operations ........................ .05 .17
------- -------
$ .08 $ .16
======= =======
Calculation of fully diluted earnings per share:
- ------------------------------------------------
Weighted average common shares outstanding ....... 2,738 2,768
Increase from assumed exercise of stock options
and investment of proceeds in treasury stock,
based upon the higher of average or quarter-end
market prices ................................... 33 54
------- -------
Average common stock and common equivalent
shares used to calculate fully diluted earnings
per share (B) ................................... 2,771 2,822
======= =======
Net earnings (loss) per common and common
equivalent share assuming full dilution (C):
Continuing operations .......................... $ .03 $ (.01)
Discontinued operations ........................ .05 .17
------- -------
$ .08 $ .16
======= =======
(1) Restated for discontinued operations.
(A) Dilution from stock options is less than 3%, therefore primary
earnings per share is based on the weighted average number of shares
outstanding.
(B) The effect of the outstanding warrants is excluded since they do not
meet either test of paragraph 37 of APB Opinion No. 15.
(C) Dilution is less than 3%, therefore the primary basis was used for
per share calculations.
-15-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-28-1997
<CASH> 588
<SECURITIES> 0
<RECEIVABLES> 3,269
<ALLOWANCES> 112
<INVENTORY> 3,322
<CURRENT-ASSETS> 8,099
<PP&E> 12,091
<DEPRECIATION> 8,102
<TOTAL-ASSETS> 21,672
<CURRENT-LIABILITIES> 3,027
<BONDS> 1,988
0
0
<COMMON> 190
<OTHER-SE> 14,396
<TOTAL-LIABILITY-AND-EQUITY> 21,672
<SALES> 12,216
<TOTAL-REVENUES> 12,216
<CGS> 8,919
<TOTAL-COSTS> 8,919
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 187
<INCOME-PRETAX> 112
<INCOME-TAX> 44
<INCOME-CONTINUING> 68
<DISCONTINUED> 141
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 209
<EPS-PRIMARY> .08
<EPS-DILUTED> .08
</TABLE>
