SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1996Commission File Number: 0-5781
HAWKS INDUSTRIES, INC.
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 83-0211955
- --------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
913 Foster Road, Casper, Wyoming 82601
- -----------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code (307) 234-1593
--------------------
N/A
- -----------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
---- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Class Outstanding at June 30, 1996
- -------------------- ------------------------------
Capital Stock, $.01 par value 26,788,858
INDEX
-----
PAGE
PART I FINANCIAL INFORMATION 3
Consolidated Balance Sheets
June 30, 1996 and December 31, 1995 4
Consolidated Statements of Operations
Three months and six months ended
June 30, 1996 and 1995 5
Consolidated Statements of Cash Flows
Six months ended June 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of
Financial Condition and Results of
Operation 12
PART II OTHER INFORMATION 15
PART I: FINANCIAL INFORMATION
The accompanying unaudited Consolidated Financial Statements have been prepared
in accordance with the instructions to Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included.
These statements should be read in conjunction with the Financial Statements and
notes thereto included in the Company's Annual Report to Shareholders and Form
10-K for the year ending December 31, 1995.
<TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December
31,
1996 1995
---- ----
(unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash (including certificates of deposit 1996
$3,000; 1995 $3,000) $ 242,000 $ 197,000
Accounts receivable 483,000 719,000
Short-term investments 554,000 807,000
Inventory 21,000 37,000
Costs in excess of billings 33,000 7,000
Other current assets 105,000 52,000
------------ ------------
Total current assets 1,438,000 1,819,000
------------ ------------
PROPERTY AND EQUIPMENT, net (successful efforts
method) 2,051,000 1,915,000
------------ ------------
NOTE RECEIVABLE 43,000 46,000
------------ ------------
OTHER ASSETS 221,000 235,000
------------ ------------
$ 3,753,000 $ 4,015,000
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Notes payable $ 300,000 $ 230,000
Current maturities of long-term debt 99,000 87,000
Accounts payable 105,000 148,000
Accrued liabilities 88,000 65,000
------------ ------------
Total current liabilities 592,000 530,000
------------ ------------
LONG-TERM DEBT 484,000 493,000
------------ ------------
SHAREHOLDERS' EQUITY
Capital stock:
Preferred stock, $.01 par value; authorized
19,940,000 shares; no shares issued - -
Common stock, $.01 par value; authorized
100,000,000 shares; outstanding 1996 -
26,788,858 shares; 1995 - 26,788,858 shares 268,000 268,000
Capital in excess of par value of common stock 2,586,000 2,586,000
Retained earnings (deficit) (since elimination of
deficit at December 31, 1988) (177,000) 138,000
------------ ------------
2,677,000 2,992,000
------------ ------------
$ 3,753,000 $ 4,015,000
============ ============
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30 1996 AND 1995
(UNAUDITED)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenue:
Oil and gas $ 37,000 $ 48,000 $ 81,000 $ 96,000
Environmental 515,000 791,000 1,075,000 1,302,000
Gain on sale of assets 4,000 - 6,000 1,000
-------------- ------------ -------------- --------------
556,000 839,000 1,162,000 1,399,000
-------------- ------------- -------------- --------------
Operating expenses:
Oil and gas 18,000 20,000 40,000 44,000
Environmental 587,000 638,000 1,176,000 1,157,000
Depreciation, depletion and
amortization 56,000 55,000 108,000 101,000
General and administrative 65,000 61,000 137,000 89,000
-------------- ------------- -------------- --------------
726,000 774,000 1,461,000 1,391,000
-------------- ------------- -------------- --------------
Operating income (loss) from
continuing operations (170,000) 65,000 (299,000) 8,000
Other income (expense):
Interest income 11,000 18,000 25,000 35,000
Interest expense (17,000) (23,000) (33,000) (41,000)
-------------- ------------- -------------- --------------
Income (loss) from continuing
operations before taxes (176,000) 60,000 (307,000) 2,000
-------------- ------------- -------------- --------------
Provision for taxes:
Current - - - -
Deferred - - - -
-------------- ------------- -------------- --------------
- - - -
-------------- ------------- -------------- -------------- ------------
Income (loss) from continuing
operations (176,000) 60,000 (307,000) 2,000
Discontinued operations (2,000) (86,000) (8,000) (174,000)
-------------- ------------- -------------- --------------
Net loss $ (178,000) $ (26,000) $ (315,000) $ (172,000)
============== ============= ============== ==============
Weighted average number of
common shares outstanding 26,788,858 26,413,984 26,788,858 26,368,635
============== ============== ============== =============
Income (loss) per common share:
Income (loss) from
continuing operations $ (.01) $ .00 $ (.01) $ .00
Discontinued operations (.00) (.00) (.00) (.01)
-------------- ------------- -------------- --------------
$ (.01) $ (.00) $ (.01) $ (.01)
============== ============= ============== ==============
<FN>
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Income (loss) from continuing operations $ (307,000) $ 2,000
Adjustment to reconcile net earnings/loss to net cash
provided:
Depreciation, depletion and amortization 108,000 101,000
Impairment of non producing oil and gas property 3,000 6,000
Gain on sale of assets (6,000) (1,000)
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable 224,000 (192,000)
Increase in inventory, costs in excess of billings
and other current assets (79,000) (10,000)
Increase in deferred loss on discontinued
operations - 45,000
Decrease in accounts payable and accrued expenses (18,000) (64,000)
------------- --------------
(75,000) (113,000)
Operating cash flow from discontinued operations 18,000 (12,000)
------------- --------------
Net cash flow used in operating activities (57,000) (125,000)
------------- --------------
Cash flows from investing activities:
Purchases of property and equipment (238,000) (227,000)
Proceeds from sale of properties 14,000 2,000
Increase in other assets (4,000) (21,000)
Decrease in note receivable 3,000 -
Decrease (increase) in short-term investments 253,000 (905,000)
------------- --------------
28,000 (1,151,000)
Investing cash flow from discontinued operations 1,000 30,000
------------- --------------
Net cash flow provided by (used in) investing activities 29,000 (1,121,000)
------------- --------------
Cash flows from financing activities:
Proceeds from debt obligations incurred 126,000 188,000
Reduction of debt obligations (46,000) (58,000)
Proceeds from sale of stock - 30,000
------------- --------------
80,000 160,000
Financing cash flow from discontinued operations (7,000) (38,000)
------------- --------------
Net cash provided by financing activities 73,000 122,000
------------- --------------
Increase (decrease) in cash and cash equivalents 45,000 (1,124,000)
Cash and cash equivalents at beginning of year 197,000 1,340,000
------------- --------------
Cash and cash equivalents at end of year $ 242,000 $ 216,000
============= ==============
<FN>
See Notes to Consolidated Financial Statements.
</TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Property and Equipment
Property and equipment at June 30, 1996 and December 31, 1995 consists of the
following:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Nonproducing oil and gas properties, net of
valuation allowance of $14,000 in 1996 and $43,000
in 1995 $ 29,000 $ 31,000
Producing oil and gas properties 1,402,000 1,369,000
Furniture and fixtures 367,000 316,000
Transportation equipment 301,000 276,000
Buildings and leasehold improvements 818,000 818,000
Machinery and equipment - 3,000
Engineering and lab equipment 1,064,000 976,000
Other 119,000 124,000
------------ ------------
4,100,000 3,913,000
Less accumulated depreciation and depletion 2,049,000 1,998,000
------------ ------------
$ 2,051,000 $ 1,915,000
============ ============
</TABLE>
Note 2. Notes Payable, Long-Term Debt and Pledged Assets
Notes payable at June 30, 1996 and December 31, 1995 are as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Revolving lines of credit $300,000 interest at 6.25%
maturing June 23, 1997 collateralized by
certificate of deposit $ 300,000 $ 230,000
============ ============
</TABLE>
Long-Term debt at June 30, 1996 and December 31, 1995 is as follows:
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Mortgage note payable to bank, interest set at
3.125% above U.S. Treasury Bill index for one year
each June 1st, (9.325% at June 30, 1996), payable
$1,471 per month including interest until April 1,
2003, collateralized by office building $ 89,000 $ 93,000
Mortgage note payable to City of Casper, interest at
4%, payable $859 per month including interest
until June 8, 1998 then balance due in lump sum,
collateralized by office building and warehouse 151,000 153,000
Mortgage notes payable to W.D. Hodges and Jim Ferris
Properties, interest at 9% payable $971 per month
until September 17, 2013, collateralized by
building 102,000 103,000
</TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 2. Notes Payable, Long-Term Debt and Pledged Assets (cont.)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Mortgage note payable to bank, interest set at 4%
above U.S. Treasury Bill index for one year each
April 1st, (9.5% at June 30, 1996) payable $1,222
per month including interest until March 22, 2009,
collateralized by office building $ 108,000 $ 112,000
Lease payable, Eaton Financial Corporation, payable
$1,227 per month including interest,
collateralized by computer equipment 16,000 22,000
Note payable, State of Wyoming, interest at 4%, due
in quarterly installments of approximately $4,000
including interest until May 14, 1998, unsecured 31,000 38,000
Installment loans payable, due at various times from
October 1996 to August 1999, interest rates from
7% to 10%, secured by equipment 86,000 59,000
------------ ------------
583,000 580,000
Less current maturities 99,000 87,000
------------ ------------
$ 484,000 $ 493,000
============ ============
</TABLE>
<TABLE>
Aggregate maturities of long-term debt are as follows:
<CAPTION>
<S> <C>
1996 $ 54,000
1997 88,000
1998 184,000
1999 25,000
2000 23,000
Thereafter 209,000
---------
$ 583,000
=========
</TABLE>
Actual cash payments for interest during the periods ended June 30, 1996 and
1995 were $33,000 and $43,000 respectively.
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
Note 3. Financial Information Relating to Industry Segments
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Sales to unaffiliated customers:
Oil and gas industry $ 86,000 $ 97,000
Environmental testing and management industry 1,076,000 1,302,000
------------ ------------
$ 1,162,000 $ 1,399,000
============ ============
Discontinued operations $ 29,000 $ 122,000
============ ============
Operating profit or (loss):
Oil and gas industry $ (45,000) $ (23,000)
Environmental testing and management industry (157,000) 95,000
Unallocated corporate expenses (97,000) (64,000)
------------ ------------
$ (299,000) $ 8,000
============ ============
Discontinued operations $ (8,000) $ (176,000)
============ ============
Identifiable assets:
Oil and gas industry $ 631,000 $ 616,000
Environmental testing and management industry 1,165,000 1,111,000
Corporate assets 1,895,000 2,449,000
Discontinued operations 62,000 548,000
------------ ------------
$ 3,753,000 $ 4,724,000
============ ============
Capital expenditures:
Oil and gas industry $ 33,000 $ 136,000
Environmental testing and management industry 163,000 91,000
Other capital expenditures 42,000 -
Discontinued operations - 1,000
------------ ------------
$ 238,000 $ 228,000
============ ============
Depreciation, depletion and amortization:
Oil and gas industry $ 21,000 $ 26,000
Environmental testing and management industry 57,000 49,000
Other depreciation, depletion and amortization 33,000 32,000
------------ ------------
$ 111,000 $ 107,000
============ ============
Discontinued operations $ - $ 41,000
============ ============
</TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Discontinued Operations
<TABLE>
On December 23, 1994, the Company adopted a formal plan to sell its
publishing segment for $1,800,000. The disposal date for a substantial
portion of the operations was December 23, 1994. Assets and liabilities of
the publishing segment sold consisted of the following.
<CAPTION>
<S> <C>
Accounts receivable $ 130,000
Inventory 293,000
Other current assets 205,000
Property and equipment 20,000
Book masters and copyright 50,000
------------
Other assets $ 698,000
============
</TABLE>
In 1994, the Company had a net gain on the sale of the publishing segment
in the amount of $683,000. The gain was netted against a provision for
estimated losses of $44,000 on the disposal of the remaining assets, a
provision of $129,000 for expected operating losses during the phase-out
period from December 23, 1994 through March 31, 1995. In 1995 the
publishing company had a $142,000 loss which was $100,000 operating loss
and $42,000 loss on the sale of the remaining equipment.
On December 23, 1994, the Company adopted a formal plan to sell its
navigational products segment. A portion of the product line was sold in
conjunction with the disposal of the publishing segment on December 23,
1994. The anticipated final disposal date has been extended to September
30, 1996. The assets of the navigational products segment to be sold piece
meal consist primarily of inventory and property and equipment.
On December 23, 1994, the Company adopted a formal plan to sell its
printing segment. The anticipated disposal date was approximately June 30,
1995. The assets of the printing products segment to be sold as an
operating unit, consisted primarily of inventory and property and
equipment. The printing company assets were sold during 1995 resulting in
a loss of $113,000 in addition the company had a loss from operations of
$80,000 prior to the sale.
On December 31, 1994, the Company adopted a formal plan to dispose of its
envrionmental assembly segment. The disposal was completed on December 31,
1994 with disposition of equipment at a net loss of $4,000 and by
transferring remaining miscellaneous equipment to the environmental testing
segment.
In 1994, the Company estimated an additional loss on the disposal of all
discontinued operations of $128,000 to be incurred during the phase-out
period of January 1, 1995 through December 31, 1995. Due to the additional
operating losses incurred during the phase-out period and unanticipated
losses on the disposition of certain equipment sales, actual losses of
$458,000 were incurred during 1995, exceeding the original estimates by
$330,000.
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 4. Discontinued Operations (cont.)
<TABLE>
Net assets to be disposed of for the discontinued segments on the balance
sheets at June 30, 1996 and December 31, 1995 are as follows:
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Accounts receivable $ 3,000 $ 15,000
Inventory 21,000 37,000
Other current assets - 1,000
Property and equipment 1,000 2,000
------------ ------------
Total assets $ 25,000 $ 55,000
============ ============
</TABLE>
Assets are shown at their expected net realizable values.
<TABLE>
Net sales of the discontinued segments for 1996 and 1995 were as follows:
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Publishing $ - $ 10,000
Navigational products 29,000 47,000
Printing - 65,000
Environmental assembly - -
------------ ------------
$ 29,000 $ 122,000
============ ============
</TABLE>
These amounts are not included in net sales in the accompanying
consolidated statements of operations.
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
As of the date of this report the Company has working capital of $846,000 which
is deemed adequate for all transactions due in the normal course of business.
The Company utilized $191,000 cash flow in its operations during the second
quarter of 1996. The Company purchased approximately $66,000 worth of equipment
and other assets and financed $60,000 of those purchases. In addition, long
term debt was reduced by $25,000 during the quarter. Coupled with decrease in
short term investments, the cash position of the company increased by $45,000
during the quarter.
It is expected that $20,000 to $40,000 proceeds will be received from the sale
of the SanTech navigational supplies business during the remainder of 1996. It
is further anticipated that the Company will lease or sell its facilities at 6WN
Road in Casper, sometime during the fiscal year 1996. Such a sale would have a
significant positive impact on the Company's liquidity and capital resources.
Long term debt would be reduced by $250,000 and a sale should also yield
$150,000 to $250,000 in additional cash.
<TABLE>
The following information is provided for the three month period ending June 30,
1996 and year ending December 31, 1995.
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Working capital $ 846,000 $ 1,289,000
Working capital ratio 2.4:1 3.4:1
Long-term debt to equity 1:5.3 1:6.0
</TABLE>
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Results of Operations:
- ---------------------
In the second quarter of 1996, the Company reported a loss of $178,000 compared
to a loss of $26,000 in the prior year. It is expected that more profitable
earnings will incur in the peak seasons of the Company's business in third and
fourth quarters of the year. Two primary reasons for the loss are the
significant amount of deferrals and postponements of environmental contracts in
the second quarter. It is believed that these deferrals and postponements of
jobs will be made up in later quarters and in early 1997. However, it appears
that most clients are postponing environmental testing decisions, when possible,
until after the 1996 elections.
Oil and Gas:
Oil and gas revenues were $37,000 during the second quarter of 1996 compared to
$48,000 in the same period 1995. This brings the oil and gas revenues to
$81,000 for six months ended June 30, 1996 compared to $96,000 in prior year.
Decreased production levels at the Cedar Rim Field in Utah accounted for most of
this slight decline. Correspondingly, oil and gas costs were $18,000 for the
quarter as opposed to $20,000 for the same quarter in 1995 with similar decline
noted for the six months ended June 30, 1996.
Environmental Engineering :
Environmental engineering revenues declined from $791,000 in 1995 to $515,000 in
1996 for the second quarter. This corresponding decline for the six month
numbers from $1,302,000 to $1,075,000 is based as mentioned above on the
pervasive attitude in the industry to wait until after the 1996 election to
perform environmental testing. Correspondingly the costs of the environmental
engineering services also declined from $638,000 in the second quarter last year
to $587,000 in the second quarter in 1996.
Additional Information:
The Company had depreciation, depletion and amortization of $56,000 in the
second quarter compared to $55,000 in the second quarter last year. It is
estimated that depreciation and depletion will remain relatively constant for
each successive quarter in the remainder of 1996 and 1997.
General and administrative costs were $65,000 as compared to $61,000 for the
first quarter in 1995. This brings the yearly totals to $137,000 as compared to
$89,000 in 1995 based on one time administrative costs and slight operating
increases as discussed in the first quarter report for 1996.
Interest expense was $17,000 for the quarter as compared to $23,000 in the
second quarter of 1995. This brings the six month totals of interest expense to
$33,000, down $8,000 from the $41,000 in 1995.
Income taxes:
Although the Company has significant net operating loss carryforwards,
investment tax credit carryforwards, and other carryforward items, and
accordingly will not be liable for ordinary income tax, the Company may be
liable for corporate alternative minimum tax. Therefore a provision for
alternative minimum tax may be made during the year. As of the end of the
second quarter no such provision was necessary.
HAWKS INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
Results of Operations: continued
- ---------------------
In addition, should the Company utilize certain loss carryforwards which were
earned prior to the date of the Company's quasi reorganization at December 31,
1988, Financial Accounting Statement No. 109 requires that deferred taxes be
provided. The Company has taken the position that to provide such disclosure is
not only meaningless but somewhat distortive. As of the second quarter 1996 no
such income tax provision would have been necessary.
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(b) None
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.
HAWKS INDUSTRIES, INC.
(Registrant)
Date: August 12, 1996 By: Joseph J. McQuade
------------------------------------
Joseph J. McQuade, President and
Chief Executive Officer
Date: August 12, 1996 By: Bill Ukele
------------------------------------
Bill Ukele, Controller and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Hawks
Industries, Inc. second quarter 1996 10Q and is qualified in its entirety by
reference to such 10Q.
</LEGEND>
<CIK> 0000015678
<NAME> HAWKS INDUSTRIES, INC.
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 242,000
<SECURITIES> 554,000
<RECEIVABLES> 483,000
<ALLOWANCES> 0
<INVENTORY> 21,000
<CURRENT-ASSETS> 1,438,000
<PP&E> 4,100,000
<DEPRECIATION> 2,049,000
<TOTAL-ASSETS> 3,753,000
<CURRENT-LIABILITIES> 592,000
<BONDS> 0
0
0
<COMMON> 268,000
<OTHER-SE> 2,409,000
<TOTAL-LIABILITY-AND-EQUITY> 3,753,000
<SALES> 1,156,000
<TOTAL-REVENUES> 1,162,000
<CGS> 1,216,000
<TOTAL-COSTS> 1,461,000
<OTHER-EXPENSES> 245,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33,000
<INCOME-PRETAX> (307,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (307,000)
<DISCONTINUED> (8,000)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (315,000)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
