<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - QSB
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
---
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
or
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
---
For the transition period from to
--------- ---------
Commission file number 0-28180
SPECTRALINK CORPORATION
(Exact name of registrant as specified in charter)
Delaware 84-1141188
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5755 Central Avenue, Boulder, Colorado 80301-2848
(Address of principal executive office) (Zip code)
303-440-5330
(Issuer's telephone number)
(Former name, former address and former fiscal year,
if changed from 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, 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: N.A.
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 N.A.
----- -----
Applicable only to corporate issuers:
As of June 30, 1997 there were outstanding 19,241,178 shares of SpectraLink
Corporation Common Stock - par value $.01. Transitional Small Business
Disclosure Format (check one): Yes No X
---- -----
1
<PAGE> 2
SPECTRALINK CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I Financial Information
Item 1 Financial Statements
Balance Sheets at
June 30, 1997 and December 31, 1996 3
Statements of Operations
Three months and six months ended June 30, 1997 and 1996 4
Statements of Cash Flows
Six months ended June 30, 1997 and 1996 5
Notes to Financial Statements 6
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Cautionary Statement Pursuant to Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995 10
Part II Other Information
Item 4 Submission of Matters to a Vote of Security Holders 11
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule 14
(b) Form 8-K
None
</TABLE>
2
<PAGE> 3
SPECTRALINK CORPORATION
BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
-------------- -------------
(UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 6,721 $ 7,334
Short-term investments 14,013 14,960
Trade accounts receivable, net of allowance of approximately $335 at
June 30, 1997 and $315 at December 31, 1996, respectively. 7,918 4,393
Inventory 4,295 3,634
Other 591 452
-------- -------
Total current assets 33,538 30,773
INVESTMENT IN GOVERNMENT SECURITIES 5,004 8,016
PROPERTY AND EQUIPMENT, at cost:
Furniture and fixtures 1,170 731
Equipment 2,824 2,308
Leasehold improvements 578 255
-------- -------
4,572 3,294
Less - Accumulated depreciation (2,149) (1,673)
-------- -------
Net property and equipment 2,423 1,621
OTHER 96 54
-------- -------
TOTAL ASSETS $ 41,061 $40,464
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 642 $ 358
Accrued payroll, commissions, and employee benefits 930 552
Accrued warranty expenses 525 314
Other accrued expenses 1,086 705
Current portion of long-term debt - 31
-------- -------
Total current liabilities 3,183 1,960
LONG-TERM DEBT, net of current portion - -
-------- ---------
Total liabilities 3,183 1,960
-------- ---------
STOCKHOLDERS' EQUITY:
Common stock 192 191
Additional paid-in capital 48,543 48,300
Accumulated deficit (10,420) (9,987)
Treasury stock at cost (437) -
-------- ---------
TOTAL STOCKHOLDERS' EQUITY 37,878 38,504
-------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 41,061 $ 40,464
======== =========
</TABLE>
3
<PAGE> 4
SPECTRALINK CORPORATION
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------------------ ------------------------------
JUNE 30, 1997 JUNE 30, 1996 JUNE 30, 1997 JUNE 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $7,674 $6,210 $13,240 $11,761
COST OF SALES 3,722 2,209 6,434 4,492
------ ----- ------- -------
Gross profit 3,952 4,001 6,806 7,269
OPERATING EXPENSES
Research and development 872 804 1,711 1,353
Marketing and selling 2,740 1,740 5,278 3,343
General and administrative 538 370 1,072 707
------ ------ ------- -------
Total operating expenses 4,150 2,914 8,061 5,403
------ ------ ------- -------
(LOSS) INCOME FROM OPERATIONS (198) 1,087 (1,255) 1,866
INVESTMENT INCOME AND OTHER, net 411 266 799 286
------ ------ ------- -------
INCOME (LOSS) BEFORE INCOME TAXES 213 1,353 (456) 2,152
INCOME TAX EXPENSE (BENEFIT) 11 68 (23) 108
------ ------ ------- -------
NET INCOME (LOSS) $ 202 $1,285 $ (433) $ 2,044
====== ====== ====== =======
NET INCOME (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARES $0 .01 $ 0.07 $(0.02) $ 0.12
====== ====== ====== =======
WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 19,820 18,590 19,700 17,250
====== ====== ====== =======
</TABLE>
4
<PAGE> 5
SPECTRALINK CORPORATION
STATEMENTS OF CASH FLOWS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 1997 JUNE 30, 1996
--------------- ----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (433) $ 2,044
Adjustments to reconcile net (loss) income to net cash used in
operating activities:
Depreciation and amortization 501 278
Changes in assets and liabilities
Increase in accounts receivable, net (3,525) (1,149)
Increase in inventory (661) (34)
Increase in other assets (181) (324)
Increase (decrease) in accounts payable 284 (111)
Increase in other accrued liabilities 970 537
------- --------
Net cash (used in) provided by operating activities (3,045) 1,241
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (1,303) (793)
Purchases of investments (5,041) (16,296)
Maturity of investments 9,000 -
Purchases of treasury stock (437) -
------- --------
Net cash provided by (used in) investing activities 2,219 (17,089)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit and notes payable - 275
Repayments on line of credit and notes payable - (499)
Payments on capital lease obligations (31) (35)
Proceeds from exercise of incentive common stock options 20 54
Proceeds from sale of common stock 224 27,515
------- --------
Net cash provided by financing activities 213 27,310
------- --------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (613) 11,463
CASH AND CASH EQUIVALENTS, beginning of period 7,334 1,729
------- --------
CASH AND CASH EQUIVALENTS, end of period $ 6,721 $ 13,192
======= ========
</TABLE>
5
<PAGE> 6
SPECTRALINK CORPORATION
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997
UNAUDITED
1. Basis of Presentation
The accompanying financial statements as of June 30, 1997 and 1996 and for the
quarters and six months then ended have been prepared from the books and
records of the Company and are unaudited. In management's opinion, these
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair presentation. Interim results are
not necessarily indicative of results for a full year.
The financial statements should be read in conjunction with the audited
financial statements for the year ended December 31, 1996 presented in the
Company's filings with the Securities and Exchange Commission. The accounting
policies utilized in the preparation of the financial statements herein
presented are the same as set forth in the Company's annual financial
statements.
2. Inventories
Inventories include the cost of raw materials, direct labor and manufacturing
overhead, and are stated at the lower of cost (first- in, first-out) or market.
Inventories at June 30, 1997 and December 31, 1996 consisted of the following:
<TABLE>
<CAPTION>
1997 1996
---- ----
Unaudited
<S> <C> <C>
Raw materials $1,692 $1,674
Work in process 106 5
Finished goods 2,497 1,955
------ ------
$4,295 $3,634
====== ======
</TABLE>
3. Net Income (Loss) per Common and Common Equivalent Share
Net income (loss) per common and common equivalent share has been computed using
the weighted average number of shares of common and common stock equivalent
shares from stock options and warrants outstanding (using the treasury stock
method). Pursuant to Securities and Exchange Commission Staff Accounting
Bulletin No. 83, common stock and common stock equivalent shares issued by the
Company at prices significantly below the assumed public offering price during
the twelve month period prior to the initial public offering date of April 26,
1996 (using the treasury stock method) have been included in the calculation as
if they were outstanding for all periods prior to April 26, 1996.
4. Stockholders' Equity
In April and May 1996, the Company issued 3,805,100 shares of common stock
pursuant to an initial public offering. Proceeds of $27,371,000 were received
by the Company, net of offering costs of approximately $939,000.
6
<PAGE> 7
PART I - ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SPECTRALINK CORPORATION
OVERVIEW
SpectraLink commenced operations in April 1990 to design, manufacture and
sell unlicensed digital wireless telephone communication systems for
businesses. The Company sold its first commercial system in June of 1992.
SpectraLink's primary sales efforts are currently focused on retail stores,
hospitals, nursing homes, distribution centers, manufacturing facilities, and
corporate offices. SpectraLink sells its systems in the United States and
Canada through its direct sales force, telecommunications equipment
distributors, and specialty dealers.
Since inception, the Company has expended considerable effort and
resources developing its wireless telephone systems, building its direct and
indirect channels of distribution, and managing the effects of rapid growth.
This rapid growth has required it to significantly increase the scale of its
operations, including the hiring of additional personnel in all functional
areas, and has resulted in significantly higher operating expenses. The
Company anticipates that its operating expenses will continue to increase.
RESULTS OF OPERATIONS
The following table sets forth certain income and expense items as a
percentage of net sales for the periods indicated.
Statement of Operations Data:
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
--------------------------- -------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 48.5% 35.6% 48.6% 38.2%
Gross Profit 51.5% 64.4% 51.4% 61.8%
Operating Expenses:
Research and Development 11.4% 12.9% 12.9% 11.5%
Marketing and Selling 35.7% 28.0% 39.9% 28.4%
General and Administrative 7.0% 6.0% 8.1% 6.0%
Total Operating Expenses 54.1% 46.9% 60.9% 45.9%
(Loss) Income from Operations (2.6)% 17.5% (9.5)% 15.9%
Investment Income and Other, net 5.4% 4.3% 6.1% 2.4%
Income (Loss) Before Income Taxes 2.8% 21.8% (3.4)% 18.3%
Income Tax Expense (Benefit) 0.2% 1.1% (0.1)% .9%
Net Income (Loss) 2.6% 20.7% (3.3)% 17.4%
</TABLE>
7
<PAGE> 8
SPECTRALINK CORPORATION
QUARTERS AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
Net Sales. The Company derives its revenue principally from the sale,
installation and service of wireless, on-premises telephone systems. Net sales
increased to $7,674,000 in the second quarter of 1997 from $6,210,000 in the
second quarter of 1996. Net sales for the six months ended June 30, 1997
increased by 13% to $13,240,000 from $11,761,000 for the comparable six months
in 1996. The major cause of the sales increases for both periods was increased
penetration of the retail store market.
Gross Profit. The Company's cost of sales consists primarily of direct
material, direct labor, service expenses and manufacturing overhead. Gross
profit decreased by 1% to $3,952,000 in the second quarter of 1997 from
$4,001,000 in the second quarter of 1996. For the six months ended June 30,
1997 gross profit decreased by 6% to $6,806,000 from $7,269,000 for the same
period last year. The Company's gross profit margin (gross profit as a
percentage of net sales) decreased to 51.5% in the second quarter of 1997 from
64.4% in the second quarter of 1996. For the six months ended June 30, 1997
gross profit margin decreased to 51.4% from 61.8% in the same period last
year. The quarterly and six month decreases in gross profit margin were
primarily due to (i) volume pricing concessions, (ii) the new product
introductions, (iii) warranty accruals, (iv) and costs related to disruptions
attributable to the move to a new facility in April and May of this year.
Research and Development. Research and development expenses consist primarily
of employee costs, professional services, and supplies necessary to develop,
enhance and reduce the cost of the Company's systems. Research and development
expenses increased by 8% to $872,000 in the second quarter of 1997 from
$804,000 in the second quarter of 1996, representing 11.4% and 12.9%,
respectively, of net sales. Research and development expenses in the second
quarter of 1997 were associated with the introduction of new products, and
development of new digital interfaces to existing PBX systems. In the second
quarter of 1996, research and development efforts were concentrated on new
product development, improvements to existing products, and manufacturing
process improvements. For the six months ended June 30, 1997 research and
development increased by 26% to $1,711,000 from $1,353,000 for the same period
last year. The Company expects to increase its current level of
spending on research and development.
Marketing and Selling. Marketing and selling expenses consist primarily of
salaries and other expenses for personnel, commissions, travel, advertising,
trade shows, and market research. These expenses increased by 57% to
$2,740,000 in the second quarter of 1997 from $1,740,000 in the second quarter
of 1996, representing 35.7% and 28.0%, respectively, of net sales. For the six
months ended June 30, 1997 sales and marketing expenses increased by 58% to
$5,278,000 from $3,343,000 for the same period last year, representing 39.9%
and 28.4% , respectively, of net sales. These increases were primarily the
result of adding sales personnel to increase market penetration.
General and Administrative. General and administrative expenses consist
primarily of salaries and other expenses for management, finance, accounting,
contract administration, order processing, and human resources as well as legal
and other professional services. General and administrative expenses increased
by 45% to $538,000 in the second quarter of 1997 from $370,000 in the second
quarter of 1996, representing 7.0% and 6.0%, respectively, of net sales. For
the six months ended June 30, 1997 general and administrative expenses
increased by 52% to $1,072,000 from $707,000 for the same period last year,
representing 8.1% and 6.0% , respectively, of net sales. The increases in
expenses were associated with support for increased staffing and public company
activities.
Investment Income and Other (Net). Investment income is the result of the
Company's investments in money market, investment-grade debt securities, and
government securities. Other income is generated primarily from purchase
discounts. The increase in this category from the second quarter of 1996 to
the second quarter of 1997 was primarily due to interest income from investment
activities associated with net proceeds of approximately $27 million from the
public offering completed in May, 1996.
Income Tax. The Company has available tax loss carryforwards to offset
estimated 1997 taxable income. The Company's tax provision in 1997 consists of
an accrual for state and federal alternative minimum taxes estimated at 5% of
income before taxes.
The Company's operating expenses are based in part on its expectations of
future sales, and the Company's expense levels are generally committed in
advance of sales. The Company currently plans to continue to expand and
increase its operating expenses in an effort to generate and support additional
future revenue. If sales do not materialize in a quarter as expected, the
Company's results of operations for that quarter would be adversely affected.
Net income may be disproportionately affected by a reduction of revenues
because only a small portion of the Company's expenses vary with its revenue.
8
<PAGE> 9
SPECTRALINK CORPORATION
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
LIQUIDITY AND CAPITAL RESOURCES
Operating activities used net cash of $3,045,000 in the six months ended
June 30, 1997, and provided net cash of $1,241,000 in the comparable period last
year. For the six months ended June 30,1997, accounts receivable increased by
$3,525,000 while inventory increased by $661,000. The increase in accounts
receivable was primarily due to increased sales of new products and slower
payments on the average from customers. Other accrued liabilities increased by
$970,000 compared to an increase of $537,000 for the same period last year.
This year's increase was attributable to an increase in deferred revenue
resulting from maintenance contracts. Investing activities included property
and equipment acquisitions of modular office furniture, manufacturing equipment,
leasehold improvements and computer equipment and software of $1,303,000 in the
six months ended June 30, 1997. Property and equipment acquisitions in the same
period for last year consisted of manufacturing equipment, engineering
equipment, computer equipment and phone equipment and were $793,000. Investment
purchases in the six months ended June 30, 1997 were $5,041,000, compared to
$16,296,000 for the six months ended June 30, 1996. Investments maturing in the
six months ended June 30, 1997 were $9,000,000 and none matured in the six
months ended June 30, 1996. On February 26, 1997, the board of directors
authorized the Company to repurchase up to 500,000 shares of the Company's
common stock through open market transactions. As of June 30, 1997 the Company
had acquired 118,500 shares of the Company's common stock at a cost of $437,000.
In the six months ended June 30, 1997 financing activities included proceeds of
$227,000 from the issuance of stock under the provisions of the Employee Stock
Purchase Plan and of $20,000 from the issuance of common stock from the exercise
of incentive stock options, and expenses from the IPO of $3,000. In the six
months ended June 30, 1996 a bank line of credit was paid off entirely,
resulting in a net repayment of $224,000. Also in the six months ended June 30,
1996 financing activities consisted of net proceeds from the IPO of $27,515,000
and proceeds from the exercise of incentive stock options of $54,000. There were
also payments on capital lease obligations of $31,000 in the six months ended
June 30, 1997 and $35,000 in the same period of 1996.
As of June 30, 1997, the Company had working capital of $30,355,000
compared to $28,813,000 as of December 31, 1996. Working capital as of June
30, 1997 included $20,734,000 in cash and short-term investments, $7,918,000 in
accounts receivable and $4,295,000 in inventory. As of June 30, 1997, the
Company's current ratio (ratio of current assets to current liabilities) was
10.5:1, compared with a current ratio of 15.7:1 as of December 31, 1996. In
addition the Company has $5,004,000 in government securities which have
maturities greater than 12 months; however no maturity exceeds 24 months.
The Company believes that cash generated from operations and the net
proceeds to the Company of the initial public offering will be sufficient to
fund necessary capital expenditures, to provide adequate working capital and to
finance the Company's expansion for at least the immediate future.
9
<PAGE> 10
CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1996
SPECTRALINK CORPORATION
This report contains certain statements of a forward-looking nature
relating to future events or the future financial performance of the Company.
Investors are cautioned that such statements speak only as of the date such
written and oral statements are made and that actual events or results may
differ materially. In evaluating such statements, investors should specifically
consider the various factors which could cause actual results to differ
materially from those indicated in such forward-looking statements. The most
important factors that could cause actual results to differ from those expressed
in the forward-looking statements include, but are not limited to the following:
o The failure of the market for on-premises wireless telephone systems to grow
or to grow as quickly as the Company anticipates.
o The intensely competitive nature of the wireless communications industry.
o The ability of the Company and it's distributors to develop and execute
effective marketing and sales strategies.
o The Company's reliance on sole or limited sources of supply for many
components and equipment used in its manufacturing process.
o The risk of business interruption arising from the Company's dependence on a
single manufacturing facility.
o The Company's dependence on a single product line.
o The Company's ability to manage potential expansion of operations.
o The Company's ability to attract and retain key personnel.
o The Company's ability to respond to rapid technological changes within the
on-premises wireless telephone industry.
o Changes in rules and regulations of the Federal Communications Commission.
o The Company's ability to protect its intellectual property rights.
o The assertion of intellectual property infringement claims against the
Company.
o Changes in economic conditions affecting the Company's customers.
o Other factors over which the Company has little or no control.
10
<PAGE> 11
SPECTRALINK CORPORATION
PART II - OTHER INFORMATION
Item 4. Submission of matters to a Vote of Security Holders
At SpectraLink's Annual Meeting of Stockholders held on May 1, 1997, the
following proposals were adopted by the margins indicated.
1. To elect a Board of Directors to serve until the next Annual Meeting
of Stockholders and until their successors are elected and qualified.
<TABLE>
<CAPTION>
Number of Shares
Voted For Withheld
---------- --------
<S> <C> <C>
Bruce M. Holland 16,431,608 37,320
---------- ------
Carl D. Carman 16,429,108 39,820
---------- ------
Robert Cohn 16,434,108 34,820
---------- ------
John W. Jarve 16,435,108 33,820
---------- ------
Burton J. McMurtry 16,435,108 33,820
---------- ------
F. Gibson Myers, Jr. 16,435,108 33,820
---------- ------
</TABLE>
2. To amend the Company's Stock Option Plan to increase the number of
shares of Common Stock available for grant thereunder to 4,000,000. Number of
shares voted: For 14,150,638; Against 140,145; Abstained 22,777; Broker
non-votes 2,155,368.
3. To amend the Company's Employee Stock Purchase Plan to increase the
number of shares of Common Stock available for purchase thereunder to 500,000.
Number of shares voted: For 14,333,686; Against 100,670; Abstained 25,477;
Broker non-votes 2,009,095.
4. To ratify the selection of Arthur Andersen LLP, independent public
accountants, as auditors for the Company for the fiscal year ending December
31, 1997. Number of shares voted: For 16,444,200; Against 12,940; Abstained
11,788; Broker non-votes 0.
11
<PAGE> 12
SPECTRALINK CORPORATION
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SPECTRALINK CORPORATION
Date: August 11, 1997 By: /s/ WILLIAM R. MANSFIELD
-------------------------------------
William R. Mansfield,
Principal Financial and Accounting
Officer and on behalf of the
Registrant
12
<PAGE> 13
SPECTRALINK CORPORATION
EXHIBIT INDEX
Part II Other Information Page
----
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule 14
(b) Form 8-K
None
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> APR-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 6,721
<SECURITIES> 14,013
<RECEIVABLES> 8,253
<ALLOWANCES> 335
<INVENTORY> 4,295
<CURRENT-ASSETS> 33,538
<PP&E> 4,572
<DEPRECIATION> 2,149
<TOTAL-ASSETS> 41,061
<CURRENT-LIABILITIES> 3,183
<BONDS> 0
0
0
<COMMON> 193
<OTHER-SE> 37,685
<TOTAL-LIABILITY-AND-EQUITY> 37,878
<SALES> 7,674
<TOTAL-REVENUES> 7,674
<CGS> 3,722
<TOTAL-COSTS> 3,722
<OTHER-EXPENSES> 4,150
<LOSS-PROVISION> 20
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 213
<INCOME-TAX> 11
<INCOME-CONTINUING> 202
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 202
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
