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Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
/ / 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 0-28362
ClearComm, L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 66-0514434
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
221 Ponce de Leon Avenue Suite 1407 00917-1814
San Juan, Puerto Rico ----------
- ---------------------------------------- (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (787) 756-0840
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
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<PAGE>
ClearComm, L.P.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Assets, Liabilities and Partners' Capital as of June 30, 1999
(unaudited) and December 31, 1998.................................................................. 3
Consolidated Statement of Revenues and Expenses For the three month and six month period ended
June 30, 1999 and 1998 and period from January 24, 1995 (inception) to June 30, 1999 (unaudited)... 4
Consolidated Statement of Cash Flows for the Six Months ended June 30, 1999 and 1998 and
period from January 24, 1995 (inception) to June 30, 1999 (unaudited).............................. 5
Consolidated Statement of Changes in Partners' Capital Accounts from January 24, 1995 (inception)
through June 30, 1999 (unaudited).................................................................. 6
Notes to the Interim Consolidated Financial Statements............................................. 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations............ 8
PART II OTHER INFORMATION
Item 1. Legal Proceedings................................................................................ 11
Item 6. Exhibits and Reports on Form 8-K................................................................. 11
Signatures................................................................................................ 12
Exhibit Index............................................................................................. 13
</TABLE>
2
<PAGE>
ClearComm, L.P.
(a development stage enterprise)
CONSOLIDATED STATEMENT OF ASSETS, LIABILITIES
AND PARTNERS' CAPITAL
<TABLE>
<CAPTION>
(unaudited)
June 30, December 31,
1999 1998
---- ----
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 22,472,488 $ 4,246,412
Account Receivable 119,784 $ 1,633,024
Prepaid expenses 219,326 125,388
------------- -------------
Total current assets 22,811,598 6,004,824
------------- -------------
Licenses, including capitalized interest
of $11,213,000 (1998 - $8,782,000) 67,007,216 64,757,512
Network under construction 18,516,220
Equipment, net 73,387 18,495
------------- -------------
Total assets $ 108,408,421 $ 70,780,831
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued liabilities $ 19,477,976 $ 352,670
Accounts payable for legal fees, including
$71,500 (1998 - $68,460) to related parties 326,298 633,021
Account payables to related parties 774,928 412,540
Accrued interest - FCC currently payable 1,383,028 919,450
------------- -------------
Total current liabilities 21,962,230 2,317,681
------------- -------------
Long term liabilities
Notes payable - FCC 37,718,055 37,126,985
Secured convertible promissory note payable 20,380,810
Accrued interest - FCC notes 423,363
------------- -------------
Total long term liabilities 58,098,865 37,550,348
------------- -------------
Limited partners' capital 2,826.1 units
(1998 - 2,826.1 units); issued and outstanding 70,975,000 70,975,000
General partner's capital 100,000 100,000
Undistributed losses accumulated during development
stage (42,727,674) (40,162,198)
------------- -------------
Total partners' capital 28,347,326 30,912,802
------------- -------------
Total liabilities and partners' capital $ 108,408,421 $ 70,780,831
============= =============
</TABLE>
The accompanying notes are integral part of these financial statements.
3
<PAGE>
ClearComm, L.P.
(a development state enterprise)
CONSOLIDATED STATEMENT OF REVENUES AND EXPENSES
(Unaudited)
<TABLE>
<CAPTION>
Cumulative from
Six Months Ended inception
Three Months Ended June 30, June 30, To June 30,
--------------------------- -------- -----------
1999 1998 1999 1998 1999
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Revenues:
Interest income $ 274,157 $ 89,077 $ 401,736 $ 196,847 $ 2,757,448
------------ ------------ ------------ ------------ ------------
Expenses:
Consulting and legal services rendered
by related parties 158,037 123,960 267,466 359,522 16,817,855
Settlement credit on legal disputes
with related parties (2,090,876)
General and administrative services
billed by the General Partner 16,515 118,277 88,015 199,331 1,755,732
Management fee by TLD 187,500 262,500 262,500
Other legal fees 205,183 649,283 400,768 1,008,781 5,433,117
Miscellaneous consulting services 27,155 30,733 55,607 309,235 2,699,600
Insurance 1,675 31,720 33,396 64,220 459,644
Travel 46,040 134,816 68,446 265,943 1,217,078
Salaries and bonuses 362,219 311,161 389,335 642,655 2,451,768
Other administrative expenses 1,204,373 194,191 1,401,679 342,980 2,805,961
Bid withdrawal penalty (credit)
(Omaha, Nebraska) (Norfolk, Virginia) (2,848,374) (2,848,374) 2,682,771
Forfeiture impose by the FCC License
cost forfeited after disaggregation,
prepayment and amnesty options offered
by the FCC 10,989,972 10,989,972 10,989,972
------------ ------------ ------------ ------------ ------------
Total expenses 2,208,697 9,735,739 2,967,212 11,334,265 45,485,122
------------ ------------ ------------ ------------ ------------
Net loss ($ 1,934,540) ($ 9,646,662) ($ 2,565,476) ($11,137,418) ($42,727,674)
============ ============ ============ ============ ============
Net loss attributable to general
partner ($ 483,635) ($ 2,411,666) ($ 641,369) ($ 2,784,355)
============ ============ ============ ============
Net loss attributable to limited
partners ($ 1,450,905) ($ 7,234,996) ($ 1,924,107) ($ 8,353,064)
============ ============ ============ ============
Net loss per limited partner unit ($ 513.39) ($ 2,560.06) ($ 680.83) ($ 2,955.79)
============ ============ ============ ============
Weighted average number of Limited
Partnership units outstanding during
the period 2,826.1 2,826.1 2,826.1 2,826
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
ClearComm,L.P.
(a development stage enterprice)
Consolidated Statement of Cash Flows
Unaudited
<TABLE>
<CAPTION>
January 24,1995
Six Month Ended June 30, (inception) to June 30,
------------------------ -----------------------
1999 1998 1999
---- ---- ----
<S> <C> <C> <C>
Cash Flows from operating activities
Net loss ($ 2,565,476) ($ 11,137,418) ($ 42,727,674)
------------- ------------- -------------
Adjustment to reconcile the net loss for the
period to net cash provided (used) by operating
activities:
Depreciation 18,495 29,748 116,312
Bid withdrawal penalty credit (2,848,374)
License cost forfeiture after dissagregation,
prepayment and amnesty options offered 10,989,972 10,989,972
(increase) decrease in account receivables 1,513,240 (119,784)
(increase) decrease in deposits (14,083) (25,000)
(increase) decrease in prepaid expenses (93,938) 71,693 (194,327)
increase (decrease) in account payables
and accrued liabilities 609,086 (453,506) 961,756
(decrease) increase in account payables:
Related parties 362,388 (56,669) 774,928
Legal Fees (306,723) 603,364 326,298
------------- ------------- -------------
Total adjustments 2,102,548 8,319,145 12,830,155
------------- ------------- -------------
Net Cash used by Operating Activities ($ 462,928) ($ 2,818,273) ($ 29,897,519)
------------- ------------- -------------
Cash Flows from Investing Activities:
FCC auction deposit (paid) (38,960,457)
Bid withdrawal payment 1,682,771
Equipment and other assets (73,387) (35,376) (189,698)
------------- ------------- -------------
Net Cash used by Investing Activities ($ 73,387) ($ 35,376) ($ 37,467,384)
------------- ------------- -------------
Cash Flows from Financing Activities
Capital investment by partners 6,000 71,150,000
Capital repurchased from partners (75,000)
Proceed from secured convertible promissory note 19,960,000 19,960,000
Interest installment paid to the FCC (1,197,609) (1,197,609)
------------- ------------- -------------
Net Cash provided (used) by Financing Activities (18,762,391) 6,000 89,837,391
------------- ------------- -------------
Net increase (decrease) in Cash and Cash
Equivalents 18,226,076 (2,847,649) 22,472,488
Cash and Cash Equivalents at:
beginning of the period 4,246,412 9,761,729
------------- -------------
end of the period $ 22,472,488 $ 6,914,080 $ 22,472,488
============= ============= =============
Supplemental Cash Flow disclosure:
Network under construction not yet paid $ 18,516,220
Capitalization of interest not paid $ 293,770 $ 2,263,136
Forgiven accrued interest capitalized ($ 17,159,699)
Acquisition (returned) licenses with notes payable
to the FCC ($174,828,005)
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
ClearComm L.P.
(a development stage enterprise)
Consolidated Statement of Changes In Partners' Capital Accounts
Unaudited
For the Period from Inception on January 24, 1995 Through June 30, 1999
<TABLE>
<CAPTION>
Limited
Partner's General
Units Amounts Partner Total
----- ------- ------- -----
<S> <C> <C> <C> <C>
Capital Invested 2,604.50 $ 65,112,500 $ 100,000 $ 65,212,500.00
1995 shares of undistributed losses (5,035,774) (1,678,592) 6,714,366.00
------------ -------------- ----------------
Capital account balance (deficit) at
December 31, 1995 2,604.50 60,076,726 (1,578,592) 58,498,134.00
Repurchase of Limited Partners units (3.00) (75,000) (75,000.00)
Capital Invested in 1996 118.10 2,952,500 2,952,000.00
1996 share of undistributed losses (6,806,135) (2,268,712) (9,074,847.00)
------------ -------------- ----------------
Capital account balance (deficit) at 2,719.60 56,148,091 (3,847,304) 52,300,787.00
December 31, 1996
Capital Invested in 1997 106.30 2,979,000 2,979,000.00
1997 share of undistributed losses (9,708,230) (3,236,077) (12,944,307.00)
------------ -------------- ----------------
Capital account balance (deficit) at 2,825.90 49,418,861 (7,083,381) 42,335,480.00
December 31, 1997
Capital Invested in 1998 0.20 6,000 6,000.00
1998 share of undistributed losses (8,571,509) (2,857,169) (11,428,678.00)
------------ -------------- ----------------
Capital account balance (deficit) at
December 31, 1998 2,826.10 40,853,352 (9,940,550) 30,912,802.00
First Quarter 1999 share of
Undistributed losses (473,202) (157,734) (630,936.00)
------------ -------------- ----------------
Capital account balance (deficit) at
March 31, 1999 2,826.10 40,380,150 (10,098,284) 30,281,866.00
Second Quarter 1999 share of
Undistributed losses (1,450,905) (483,635) (1,934,540.00)
------------ -------------- ----------------
Capital account balance (deficit) at
June 30, 1999 2,826.10 $ 38,929,245 ($ 10,581,919) $ 28,347,326.00
------------ -------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions for Form 10-Q. Additional
information regarding the financial statements can be found in the Notes to
Consolidated Financial Statements for the year ended December 31, 1998 included
in the 1998 Form 10-K.
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (principally consisting of normal
recurring accruals) necessary for a fair presentation of the financial condition
as of June 30, 1999 and December 31, 1998, and the results of operations and
changes in its cash flows for the three months and the six months period ended
June 30, 1999 and 1998 and from January 24, 1995 (inception) to June 30, 1999.
2. NET LOSS PER LIMITED PARTNERSHIP UNIT
Net loss per limited partnership unit is computed by dividing net loss
for the period by the weighted-average number of limited partnership units
outstanding during the period.
3. NOTE PAYABLE TELEFONICA LARGA DISTANCIA DE PUERTO RICO, INC.
On March 3, 1999, a newly created wholly owned subsidiary of the
Partnership, NewComm Wireless Services, Inc. ("NewComm"), as part of the
agreement with Telefonica Larga Distancia de Puerto Rico, Inc. ("TLD"), borrowed
$19,960,000 from TLD in exchange for a Secured Convertible Promissory Note (the
"Note") in the amount of $19,960,000. The Note bears interest at the floating
rate of the 90 days London Interbank Offer Rate (LIBOR) plus 1-1/2%. The Note is
convertible into 49.9% of NewComm's equity. Because of restrictions on the PCS
licenses, the Note cannot be converted until the Federal Communications
Commission authorizes TLD to hold more than a 25% equity interest in NewComm.
The Partnership has the option to buy out TLD in the last year before
the restrictions on the Puerto Rico licenses lapse at an amount equal to the
higher of 50% of the principal plus accrued interest on the Note or 125% of the
fair market value of NewComm's shares.
4. INFRASTRUCTURE CONSTRUCTION CONTRACT
As part of the Joint Venture Agreement dated, February 4, 1999, between
NewComm and TLD, NewComm executed a Technology Transfer Agreement with
Telefonica Internacional, S.A. (TISA). On behalf of NewComm, TISA conducted a
request for proposal ("RFP") proceeding inviting recognized PCS equipment
suppliers to submit their proposals for a turnkey project for the deployment of
the Puerto Rico NewComm network. NewComm considered a variety of proposals in
terms of quality, warranties, capacity, cost, terms, engineering support
considerations and determined to award Lucent Technologies, Inc. ("Lucent") the
contract. The contract was entered into in April 1999 and requires Lucent to
build a network that will utilize Code Division Multiple Access (CDMA) protocol
and it is expected that the total cost will approximate $85 million. At June 30,
1999, approximately $18.5 million has been billed by Lucent, which amount has
been included in the accounts payable.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Introduction
The Partnership was formed in January 1995 and is managed by its
General Partner, SuperTel Communications Corp. The Partnership was organized to
acquire, own and operate personal communication services PCS licenses in
frequency Block C and to take advantage of the benefits that the Federal
Communications Commission (the "FCC") has set aside for Entrepreneurs. The
Partnership owns two 15 MHz PCS licenses covering Puerto Rico (the "Puerto Rico
Licenses") and five 15 MHz PCS licenses covering the California cities of
Eureka, Redding, Modesto, Merced and Visalia (the "California Licenses").
The Partnership's income to date has consisted of interest earnings
only, as the Partnership was awarded its PCS licenses on January 22, 1997. The
Partnership is in the process of testing its PCS network in Puerto Rico and
expects to begin commercial operations in September 1999 when it begins to offer
wireless services in Puerto Rico to the public. The Partnership established its
Puerto Rico PCS network by forming a wholly owned subsidiary, NewComm Wireless
Services Inc. ("NewComm") on January 29, 1999. On February 4, 1999 the
Partnership and NewComm entered into an agreement with Telefonica Larga
Distancia de Puerto Rico, Inc. ("TLD"), whereby the Partnership contributed its
two Puerto Rico Licenses to NewComm and TLD provided NewComm a $19,960,000 loan
to develop the Puerto Rico Licenses. TLD's loan is pursuant to a secured
convertible promissory note (the "Note") which is a convertible into 49.9% of
NewComm's equity. The Note however, cannot be converted until the FCC authorizes
TLD to hold more than a 25% equity interest in NewComm. TLD also received an
option (the "Option") to buy an additional 0.2%, which would bring its ownership
to 50.1%, subject to a third-party valuation and FCC approval. The Option cannot
be exercised prior to January 22, 2002, unless the ownership restrictions on the
Puerto Rico licenses are eliminated by the FCC. NewComm, however, has the option
to buyout TLD in the last year before the restrictions on the Puerto Rico
licenses lapse.
With respect to its California Licenses, which cover an approximately
1.6 million people in California, the Partnership is actively pursuing alliances
and possible funding mechanisms to develop these licenses. Although no
assurances can be made, the Partnership anticipates that it will negotiate
acceptable agreements regarding these licenses so that it will be able to offer
wireless services in the regions covered by these licenses.
Results of Operations
QUARTER ENDED JUNE 30, 1999 COMPARED WITH QUARTER ENDED JUNE 30, 1998
Revenues
Partnership's sole source of revenue for the quarter ended June 30,
1999 continued to be interest income. Interest income for this quarter was
$274,157. In the second quarter of 1998, the Partnership had interest earnings
of $89,077. The increase in interest income during 1999 is attributable to
NewComm's investment of the funds loaned by TLD to NewComm.
8
<PAGE>
Expenses
Expenses for the quarter ended June 30, 1999 totaled $2,208,697
compared to $9,735,739 for the same period in 1998. Expenses during the second
quarter of 1998 included $10,989,972 related to the Partnership electing to
disaggregate its PCS licenses by returning to the FCC 15 MHz of each license it
retained and returning eight licenses in the Western United States. It also
includes a bid withdrawal credit of $2,848,374. Expenses incurred during the
second quarter of 1998 included legal fees incurred in the Oregon litigation and
proceedings before the FCC. During the second quarter of 1999, the Partnership's
expenses included $2,011,961 of NewComm expenses, which included $420,812 for
interest expense due on the Secured Convertible Promissory Note and $262,500 of
management fees to TLD.
Year-to Date Results Analysis
Revenues
The Partnership's sole source of revenue for the six months ended June
30, 1999 continued to be interest income. Interest income for this period was
$401,736 compared to $196,847 for the same period of 1998. The increase in
interest income during 1999 is attributable to NewComm's investment of the loan
proceeds received from TLD.
Expenses
Expenses for the six months period ended June 30, 1999 amounted to
$2,967,212 compared to $11,334,265 for the same period in 1998. As discussed
above, the expenses in 1998 included a $10,989,972 cost associated with
disaggregating and returning some of the Partnership's PCS licenses to the FCC.
Liquidity and Capital Resources
As of June 30, 1999, the Partnership had cash and cash equivalents
amounting to $22,472,488 of which $17,619,363 related to the loan proceeds
NewComm received from TLD.
In connection with the build out of the Partnership's Puerto Rico PCS
network, NewComm has incurred a liability with Lucent Technologies (the entity
which is building out the network) for the PCS network under construction in the
amount of $18,516,220.
In addition, the Partnership owes the United States federal government
approximately $51,339,555 (undiscounted) plus accrued interest at 6.5% of
$1,383,028 in connection with the acquisition of its PCS licenses. As of June
30, 1999, the notes payable to the FCC are presented net of a discount of
approximately $13,621,500.
As a result of the restructure of its FCC debt, effective June of 1998,
the Partnership has no outstanding debt on its C Block Licenses of 15 MHz of
bandwidth covering an approximate population of 1.6 million people in Eureka,
Redding, Merced, Modesto and Visalia, all within the state of California. Major
C Block licensee holders surrounding these licenses are currently under
bankruptcy court proceedings. A re-auction of D, E, F, and dissagregated C Block
9
<PAGE>
licenses concluded on April 16, 1999. The Partnership is actively pursuing
alliances and possible funding mechanisms to develop these licenses.
The Partnership anticipates that earnings and cash distributions
derived from its Puerto Rico network once it is fully operational, and, if
necessary, additional capital calls from its investors, should provide it with
the liquidity to meet its obligations. The Partnership also expects that once it
is able to develop its California Licenses, it will have additional sources of
revenues and profits.
YEAR 2000 DISCLOSURE
The Partnership is aware of the Year 2000 ("Y2K") problem, which is the
result of a widespread programming technique that causes computer systems to
identify a date based on the last two numbers of a year, with the assumption
that the first two numbers of the year are "19." As a result, the year 2000
would be stored at "00," causing computers to incorrectly interpret the year as
1900. Left uncorrected, the Y2K problem may cause information technology systems
such as computer databases ("IT Systems"), and non-information technology
systems, such as elevators ("Non-IT Systems") to produce incorrect data or cease
operating completely.
As the Partnership does not yet have operations, it has minimal IT and
non-IT systems. The Partnership has retained a certified Y2K consultant who has
reviewed the Partnership's IT and non-IT systems, and will issue a certificate
to certify that those systems are Y2K compliant.
All of the equipment required to build out the Puerto Rico network will
be purchased from third party vendors. The Partnership has required such
suppliers to warrant that products sold or licensed to the Partnership are Y2K
compliant.
Since the Partnership does not yet have operations, total costs
incurred to date specifically associated with becoming Y2K compliant have not
been material. The total estimated specific costs of becoming Y2K compliant is
not material.
Once the Partnership begins operations, it recognizes that the Y2K
problem will impose certain risks, including the possibility of a failure of the
Partnership's signal, computer, and non-information technology systems. Such
failures could have a material adverse effect upon the Partnership and may cause
systems malfunctions, signal loss, incorrect or incomplete transaction
processing, the inability to reconcile accounting books and records, and the
inability for the Partnership to manage its business. In addition, the
Partnership, once it begins operations, can be materially and adversely affected
by failures of third parties to become Y2K compliant. The failure of third
parties with which the Partnership then has financial or operational
relationships such as network maintenance contractors, roaming partners, handset
and accessory providers, financial institutions, payroll contractors, regulatory
agencies and utility companies, to become Y2K compliant in a timely manner could
result in material adverse effects on the Partnership's results of operations.
10
<PAGE>
PART II: OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Partnership is subject to an arbitration proceeding which was
described in the Partnership's Form 10-K for the year ended December 31, 1998
and in which there have been no material developments.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) List of Exhibits
27.0 Financial Data Schedule
(b) No reports of Form 8-K were filed by the Partnership during
the quarter ended June 30, 1999.
ITEMS 2, 3, 4 and 5 are not applicable and have been omitted.
11
<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.
ClearComm, L.P.
Date: August 20, 1999 By: SuperTel Communications Corp.
Date: August 20, 1999 By: /s/ Javier O. Lamoso
-------------------------------
Name: Javier O. Lamoso
Title: President
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 1013267
<NAME> ClearComm, L.P.
<MULTIPLIER> 1
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> MAR-31-1999
<PERIOD-END> JUN-30-1999
<EXCHANGE-RATE> 1
<CASH> 22,472
<SECURITIES> 0
<RECEIVABLES> 119
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,811
<PP&E> 18,589
<DEPRECIATION> (134)
<TOTAL-ASSETS> 108,408
<CURRENT-LIABILITIES> 21,962
<BONDS> 0
0
0
<COMMON> 71,975
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 108,408
<SALES> 0
<TOTAL-REVENUES> 274
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,208
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 420
<INCOME-PRETAX> (1,934)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,934)
<EPS-BASIC> (684)
<EPS-DILUTED> (684)
</TABLE>
