<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1995
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 0-2000
METALCLAD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-2368719
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3737 Birch Street, Suite 300
Newport Beach, California 92660
(Address of Principal Executive Office) (Zip Code)
Registrant s telephone number, including area code (714) 476-2772
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 30, 1995, the registrant had 22,377,623
shares outstanding of its Common Stock, $.10 par value.
PAGE
<PAGE>
METALCLAD CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
PART I. FINANCIAL INFORMATION 4
Item 1. Consolidated Financial Statements:
Balance Sheets (unaudited) at November 30, 1995
and May 31, 1995 4
Statements of Operations (unaudited) for the
three months ended November 30, 1995 and 1994 6
Consolidated Statements of Cash Flows (unaudited)
for the three months and six months ended November 30,
1995 and 1994 8
Notes to Consolidated Financial Statements 10
Item 2. Management s Discussion and Analysis of
Financial Condition and Results of Operations 10
PART II. OTHER INFORMATION 16
SIGNATURES 17
<PAGE>
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PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
METALCLAD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<S> <C> <C>
November 30, May 31,
1995 1995
(unaudited)
----------- -----------
Cash and cash equivalents $ 709,730 $ 381,406
Accounts receivable, including
amounts retained by customers
under contract terms of $43,220
as of November and $53,490 as of
May 1995; less allowance for
doubtful accounts of $57,816 in
November and $44,480 in May 1995 2,799,413 2,337,968
Investment in Curtom-Metalclad 54,883 87,453
Costs and estimated earnings in
excess of billings on uncom-
pleted contracts 182,837 343,405
Inventories 350,809 374,029
Prepaid expenses and other current
assets including restricted
certificates of deposit of
$130,000 in November and May 1995 623,366 681,696
Receivables from related parties 195,137 197,408
--------- ---------
TOTAL CURRENT ASSETS 4,916,175 4,403,365
Property, plant and equipment, net 5,156,594 5,266,869
Receivables from related parties,
non-current 0 6,261
Deposits and other assets, including
restricted certificates of deposit
of $7,730 in November and May 1995 106,473 138,946
Goodwill, less accumulated amortiza-
tion of $25,532 in November and
-4-<PAGE>
$17,469 in May 1995 135,720 143,783
Real estate held for sale, pledged 155,515 155,515
Capitalized debenture costs, less
accumulated amortization of
$456,819 in May 1995 0 595,478
----------- -----------
TOTAL ASSETS $10,470,477 $10,710,217
=========== ===========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
METALCLAD CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS EQUITY
<TABLE>
<S> <C> <C>
November 30, May 31,
1995 1995
(unaudited)
----------- -----------
CURRENT LIABILITIES
Accounts payable $ 2,407,760 $2,751,540
Accrued payroll, property and
other taxes 189,410 596,657
Accrued expenses 1,121,259 1,465,759
Accrued waste disposal costs 0 150,474
Billings in excess of costs and
estimated earnings on uncompleted
contracts 306,281 113,817
Current portion of long-term debt 2,287,687 1,118,947
----------- -----------
TOTAL CURRENT LIABILITIES 6,312,397 6,197,194
Long-term debt, less current portion 0 2,050,237
Convertible subordinated debentures 584,533 8,636,109
Shareholders equity (deficit):
Preferred stock, par value $.10;
1,500,000 shares authorized;
none issued - -
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Common stock, par value $.10;
40,000,000 shares authorized;
22,377,623 and 15,885,628 issued
and outstanding in November and
May 1995, respectively 2,237,763 1,588,563
Additional paid-in capital 40,359,197 29,044,185
Accumulated deficit (36,390,263) (34,583,991)
Officers receivable collateralized
by stock (740,000) (740,000)
Cumulative foreign currency trans-
lation adjustment (1,893,150) (1,482,080)
----------- -----------
TOTAL STOCKHOLDER S EQUITY 3,573,547 (6,173,323)
TOTAL LIABILITIES AND
STOCKHOLDER S EQUITY $10,470,477 $10,710,217
=========== ===========
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
METALCLAD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<S> <C> <C> <C> <C>
For Six Months Ended For Three Months Ended
November 30, November 30,
1995 1994 1995 1994
----------- ----------- ----------- -----------
Revenues-Insulation Business
Contract revenues $ 5,483,632 $ 7,931,910 $ 2,847,637 $ 4,448,887
Material sales 67,533 87,305 33,118 47,703
Other 28,953 27,106 5,949 17,416
----------- ---------- ----------- -----------
5,580,118 8,056,321 2,886,704 4,514,006
----------- ---------- ----------- -----------
Operating costs and expenses-Insulation
Business
Contract costs and expenses 4,455,467 6,672,003 2,342,590 3,725,854
Cost of material sales 49,027 71,025 24,584 34,164
Selling, general and administrative
expenses 977,347 1,036,474 496,397 540,973
---------- ---------- ----------- -----------
5,481,841 7,799,502 2,863,571 4,300,991
---------- ---------- ----------- -----------
Operating income (loss)-Insulation Business 98,277 256,819 23,133 213,015
---------- ---------- ----------- -----------
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Revenues-Waste Management 1,400,192 1,547,448 640,557 803,246
---------- ---------- ----------- -----------
Operating costs and expenses-Waste Management
Waste collection 1,089,830 2,702,438 650,282 1,534,991
Landfill 1,473,586 2,183,299 756,776 1,076,109
---------- ---------- ----------- -----------
2,563,416 4,885,737 1,408,058 2,611,100
---------- ---------- ----------- -----------
Operating Loss- Waste Management (1,163,224) (3,338,289) (767,501) (1,807,854)
---------- ---------- ----------- -----------
Operating Loss (1,064,947) (3,081,470) (744,368) (1,594,839)
Interest Expense (741,324) (877,844) (301,746) (463,211)
----------- ---------- ----------- -----------
Net Loss (1,806,271) (3,959,314) (1,046,114) (2,058,050)
=========== =========== ============ ============
Weighted average number of common shares 19,133,018 12,929,251 21,106,640 14,114,257
Per share of common stock:
Income (loss) from continuing operations (.09) (.31) (.05) (.15)
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
METALCLAD CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<S> <C> <C>
Six Months Ended
November 30, November 30,
1995 1994
(unaudited) (unaudited)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,806,272) $(3,959,314
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 680,566 632,963
Provision for losses on account
receivables 12,733 (7,157)
Common stock issued for services 75,600 (37,030)
Debenture issued for services 39,323 (37,030)
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Donated equipment (317,306) -
Changes in operating assets and
liabilities:
(Increase) in accounts receivable (557,419) (795,615)
Increase in unbilled receivables 160,568 ((199,430)
Decrease in inventories 23,220 66,247
Decrease in prepaid expenses
and other assets 90,803 (329,930)
Decrease in receivables from
Curtom-Metalclad 32,570 33,320
Decrease in receivables from
related parties 8,532 (739,902)
(Decrease) increase in bank
overdraft, accounts payable
and accrued expenses (1,246,001) (672,996)
(Decrease) increase in billings
over costs 192,464 41,326
(Decrease) in reserve for loss on
disposal of discontinued
operations - (4,280)
---------- ----------
NET CASH USED IN
OPERATING ACTIVITIES (2,610,619) (5,971,798)
---------- -----------
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property, plant and
equipment (33,250) (1,319,334)
---------- -----------
NET CASH USED IN
INVESTING ACTIVITIES (33,250) (1,319,334)
---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings 0 525,000
Payments on long-term borrowings (881,497) (325,940)
Proceeds from issuance of common
stock under stock option plan 158,125 62,035
Proceeds from issuance of common
stock 3,638,663 6,775,452
---------- -----------
NET CASH PROVIDED IN
FINANCING ACTIVITIES 2,915,291 (7,036,547)
---------- -----------
Effect of exchange rates on cash 56,902 -
---------- -----------
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 328,324 (254,585)
---------- -----------
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Cash and cash equivalents at beginning
of period $ 381,406 $1,146,491
---------- -----------
Cash and cash equivalents at end of
period $ 709,730 $ 3,891,906
=========== ===========
Supplemental disclosures of cash
flow information:
Cash paid for interest $ 741,324 $ -
=========== ===========
Supplemental schedule of noncash investing and financing
activities:
In August 1995 the Company converted approximately
$8,417,300 of convertible subordinated debentures and $192,346
in related accrued interest into 3,443,859 of common stock at a
conversion rate of $2.50 per share. In conjunction with this
transaction approximately $550,716 and $316,800 in unamortized
commissions and bond discounts were written off respectively.
During the quarter ended August 31, 1994 debentures of
$170,160 were converted into common stock.
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
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METALCLAD CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited financial statements of
Metalclad Corporation and its subsidiaries (the Company ) have
been prepared in accordance with the instructions to Form 10-Q
and do not include all of the information and footnotes required
b y generally accepted accounting principles for complete
financial statements. In the opinion of management all
adjustments (which consist only of normal recurring adjustments)
necessary for a fair presentation have been included. Operating
results for the six months ended November 30, 1995 are not
necessarily indicative of what results will be for the fiscal
year ending May 31, 1996. These statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in the Company s Form 10-K for the year ended
May 31, 1995.
2. In August 1995, $8,417,300 of the Company s convertible
subordinated debentures were converted into 3,366,921 shares.
Additionally, $192,346 in interest on the debentures which was
accrued through August 31, 1995 was converted into 76,938
additional shares of common stock.
3. The earnings (loss) per share amounts for the six
months ended November 30, 1995 and 1994 were computed by
dividing the net income (loss) by the weighted average shares
outstanding during the applicable quarter including common stock
equivalents.
ITEM 2. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Results of Operation
General.
The Company s revenues were generated primarily by (I)
revenues in the United States from industrial insulation
services and sales of insulation products and related materials;
and (ii) revenues in Mexico from the collection of waste oils
and solvents for recycling, rental of parts washing machines,
and brokering the disposal of hazardous waste.
Since November 1991, the Company has pursued the
d e v e lopment of integrated waste treatment and disposal
facilities in several Mexican states. The Company has completed
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construction of a hazardous waste landfill and inorganic waste
treatment facility in San Luis Potosi, the opening of which was
announced by the Federal government of Mexico in December 1995.
All other contemplated projects in Mexico are in the early
stages of development. The Company s results of operations
reflect the costs of development of all such hazardous waste
treatment facilities in Mexico.
Although the landfill in San Luis Potosi has been completed,
political and social challenges have caused substantial delays
in commencing full-scale operations. During fiscal 1995, at the
request of the Mexican government, the Company completed
additional engineering and site studies, the results of which
were positive and resulted in the endorsement of the project by
the Federal government of Mexico. Because of the history of
delays by governmental officials, the Company has been unable to
establish a firm timetable for the commencement of full-scale
revenue-producing activities at its landfill. However, the
Company has hired approximately 140 persons, has commenced
intensive employee training, and is ready to commence landfill
operations when employee training is complete and upon receipt
of public support from state and local governmental officials to
assure safe and uninterrupted operations.
Insulation Business
Revenues from the insulation business for the first six
months of fiscal 1996 decreased 31% to $5,580,000 compared to
revenues of $8,056,300 during the same period in fiscal 1995.
Insulation contract revenues in the first six months of
fiscal 1996 decreased 31% to $5,487,000 compared to revenues of
$7,932,000 during the same period in fiscal 1995, a decrease of
$2,445,000. The decrease in contract revenue is primarily
attributable to an overall reduction in the work performed under
the Company s maintenance contracts with refinery and power
plant customers.
Insulation material sales decreased 31% to $67,500 in the
first six months of fiscal 1996 from $97,300 during the same
period in fiscal 1995, a decrease of $29,800.
Expenses related to the insulation business decreased 30%
to $5,452,000 during the first six months of fiscal 1996
compared with $7,800,000 during the same period in fiscal 1995.
Insulation contracting costs and expenses for the six
months ended November 30, 1995 decreased 34% to $4,425,000
compared to $6,692,000 for the same period in fiscal 1995, a
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decrease of $2,267,000. The decrease in contracting costs and
expenses corresponded to a similar decrease in contract revenue
and lower insurance rates.
Cost of insulation material sales decreased 31% from
$71,000 in the first six months of fiscal 1995 to $49,000 for
the corresponding period in fiscal 1996 which is comparable to
the related decrease in material sales.
Selling, general, and administrative costs decreased 6%
from $1,036,000 for the first six months of fiscal 1995 to
$977,000 for the same period in fiscal 1996. The reduction is
primarily due to a decrease in overall labor costs and related
expenses.
The Company experienced a net profit from the insulation
business of $98,300 during the first six months of fiscal 1996
compared to a net profit of $256,800 during the first six months
of fiscal 1995, a decrease of $158,519 or 62%.
Mexican Business
The devaluation of the Mexican peso makes financial
comparisons between years difficult. The average exchange rate
for the first six months of fiscal 1995 was 6.58 pesos to the
dollar. The average rate for the fiscal quarter ended November
30, 1995 was 7.00 pesos to the dollar. A comparison of revenues
from the Company s Mexican operations in dollars reveals a
decrease in revenues to $1,400,000 in the six months ended
November 30, 1995 from $1,548,000 in the comparable period in
1994. However, comparing the results in peso terms, at exchange
rates effective during the period, revenues increased in the
first six months of fiscal 1996 to 9,806,000 pesos from
5,244,000 pesos in the comparable period of the prior year, an
increase of 87%. The increase is a result of (I) increased
revenues from existing branch operations and opening three new
branch operations which collect waste oils and solvents for
recycling and rent parts washing machines, and (ii) increased
outlets for the recycled waste oils and solvents.
Waste collection costs were $1,089,800 for the first six
months of fiscal 1996 compared to $2,702,400 in the prior year,
a savings of $1,612,600. The savings resulted from the receipt
of donated environmental control equipment valued at $317,000
and from other cost containment measures implemented during the
quarter.
Interest Expense
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Interest expenses decreased $137,000 to $741,000 in the
first six months of fiscal 1996 from $878,000 in the same period
of fiscal 1995, as a result of the first fiscal quarter 1996
conversion of approximately 93% of outstanding convertible
subordinated debentures into shares of common stock.
Consolidated Results
The Company experienced a net loss of ($1,806,300) during
the first six months of fiscal 1996 compared to a net loss of
($3,959,300) during the comparable period in fiscal 1995, an
improvement of $2,153,000 or 54%.
Liquidity and Capital Resources
In November 1991, the Company completed the acquisition of
Eco-Metalclad, Inc. ("ECO-MTLC"), commenced the development of
the hazardous waste treatment business in Mexico, and began
advancing cash to its Mexican subsidiaries for use in the
Mexican business. Funding the development of the Company's
Mexican business has required and will continue to require
substantial capital. To obtain capital for the continued
development of the business of the Company in Mexico since May
31, 1995, the Company has made private placements of its common
stock and has obtained capital as a result of the exercise of
outstanding warrants and options to purchase common stock.
Private placements of the Company s common stock during the
six months ended November 30, 1995 included: (I) the issuance
of 750,000 shares in June 1995 to two institutions at a price of
$1.05 per share for net proceeds of $708,750; (ii) the issuance
of 200,000 shares in June 1995 to two institutions at a price of
$1.15 per share for net proceeds of $216,458; and (iii) the
issuance of 281,000 shares in August 1995 and 420,000 shares in
September 1995 at a price of $2.00 per share for net proceeds of
$1,261,800.
During the six months ended November 30, 1995, the Company
issued an aggregate of 1,195,636 shares at a price of $1.51 per
s h a re for net proceeds of $1,751,000 upon exercise of
outstanding common stock purchase warrants and 119,500 shares
upon the exercise of outstanding stock options at prices ranging
from $1.375 to $2.25 per share for net proceeds of $200,000.
In August 1995, $8,417,300 principal amount of the
Company s convertible subordinated debentures and $192,000 of
accrued interest thereon were converted into 3,443,859 shares of
common stock at a conversion rate of $2.50 per share.
-13-<PAGE>
In September 1993, the Company obtained a loan in the
amount of $2,500,000 from a financial institution pursuant to
the terms of a promissory note due in September 1995. Interest
on the loan accrued at the prime rate of interest plus 7% and
was secured by substantially all of the assets of the Company,
including a pledge of the shares of common stock of Metalclad
Insulation Corporation, Metalclad Environmental Contractors, and
ECO-MTLC, the Company s United States subsidiaries. In
connection with this credit facility, the Company granted the
lender a five-year warrant to purchase 375,000 shares of common
stock at an exercise price of $4.50 per share. In September
1994, the Company obtained a loan for an additional $525,000
from the lender, bearing interest at the prime rate plus 7% and
payable in November 1994. In connection with this loan, the
Company granted the lender a five-year warrant to purchase
75,000 shares of common stock at an exercise price of $2.625 per
share.
In May 1995, the Company entered into a loan modification
agreement with the lender and extended the maturity of the debt,
including principal and interest of approximately $2,800,000 to
June 30, 1996. In connection with the extension, the Company
issued the lender 87,578 shares of common stock, reduced the
exercise price of previously granted warrants to $1.59, extended
the expiration date of the warrants to May 31, 2000, and granted
the lender an additional five-year warrant to purchase 600,000
shares of common stock at an exercise price of $1.908 per share.
The agreement with the lender further provides for a right of
first refusal for the lender with respect to future debt and
equity financings by the Company, gives the lender the right to
convert the debt into shares of common stock at the rate of
$1.59 per share, and requires that 60% of the net proceeds from
future financings be paid to the lender. The agreement, as
further amended in September 1995, requires that the Company s
landfill be in operation by December 31, 1995. At November 30,
1995, the outstanding principal balance of the loan was
$2,107,000. In December 1995, the lender exercised 150,000 of
its warrants in consideration of a $182,000 reduction of the
p r incipal balance and forgiveness of $56,000 of accrued
interest.
The proceeds of the loan from the financial institution and
private placements of common stock have been utilized for
working capital, for equipment and fixed asset purchases in
c o nnection with the expansion of the Company s Mexican
operations, and for equipment purchases and construction of the
l a n dfill; however, the Company will require substantial
additional capital to develop and construct the additional
facilities it intends to pursue.
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Working capital (deficit) at November 30, 1995 was
($1,396,000) compared to ($1,794,000) at May 31, 1995. The
Company had cash and cash equivalents at November 30, 1995 of
$709,700 compared to $381,000 at May 31, 1995. Cash flow used
in operations at November 30, 1995 was $2,610,600 compared to
$5,971,800 for the same period in fiscal 1995. Cash used in
operations in the six months ended November 30, 1995 was funded
primarily by the proceeds received from stock issuances.
The Company believes that the insulation business will
generate adequate cash flows from continuing operations to meet
its future obligations and expenses relating to such operations;
h o wever, the Company will require substantial additional
financing to construct and operate additional hazardous waste
treatment facilities in Mexico. Furthermore, to the extent that
the Company is required to expend additional efforts to open the
landfill, additional general and administrative expenses without
revenues to offset such are anticipated expenses until the
landfill is opened. The Company has raised $11,900,000 in
additional capital during the first six months of fiscal year
1996 to fund its Mexican business costs and anticipates that
additional capital from the sale of the Company s securities and
project financing through debt or joint venture financing will
be available for its proposed Mexican operations in the future;
however, no additional development projects other than the
landfill in San Luis Potosi have been undertaken at this time.
<PAGE>
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PART II
OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, the Company is involved in litigation
i n cidental to its insulation services business, relating
primarily to asbestos-related claims against the Company.
Although the asbestos-related claims number over 100, the
Company defends these actions vigorously and believes that these
actions, individually and in the aggregate, will not have a
material adverse effect on the Company's financial condition.
The Company's insurance carrier pays for substantially all of
the legal costs associated with the defense of these actions;
the Company has accrued all other relevant legal costs. While
some of the cases have been settled in the range of $2,500 to
$5,000 by the insurance carrier, most of the asbestos-related
cases that have been resolved have resulted in the dismissal of
the Company without liability to the Company. While the Company
believes that its insurance coverage is sufficient to cover the
cost of anticipated settlements, the Company has a $50,000
reserve at May 31, 1993 and August 31, 1993, for the asbestos-
related cases. No significant costs have been incurred in
s e ttling these cases. Management does not believe the
resolution of these claims will have a material adverse effect
on the Company's results of operations.
In September 1995, the Company settled a claim by a former
employee alleging wrongful termination by paying the employee
$26,000.
Item 2. Changes in Securities
Not Applicable
Item 3. Defaults Upon Senior Securities
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable
-16-<PAGE>
Item 5. Other Information
Not Applicable
Item 6. Exhibits and Reports on Form 8-K
Not Applicable
<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.
METALCLAD CORPORATION
Date: January 19, 1996 By: /s/Grant S. Kesler
-----------------------------
Grant S. Kesler,
President
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<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> May-31-1996
<PERIOD-START> Sep-01-1995
<PERIOD-END> Nov-30-1995
<CASH> 709
<SECURITIES> 0
<RECEIVABLES> 2856
<ALLOWANCES> 57
<INVENTORY> 350
<CURRENT-ASSETS> 4916
<PP&E> 5157
<DEPRECIATION> 0
<TOTAL-ASSETS> 10470
<CURRENT-LIABILITIES> 6312
<BONDS> 584
<COMMON> 42597
0
0
<OTHER-SE> (39023)
<TOTAL-LIABILITY-AND-EQUITY> 10470
<SALES> 6951
<TOTAL-REVENUES> 6980
<CGS> 4504
<TOTAL-COSTS> 7067
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 741
<INCOME-PRETAX> (1806)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1806)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1806)
<EPS-PRIMARY> (.09)
<EPS-DILUTED> 0
</TABLE>
