SECURITIES AND EXCHANGE COMMISSION
----------------------------------
WASHINGTON, DC 20549
--------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended December 31, 1995 Commission File No. 1-8653
CIRCLE FINE ART CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 36-2855867
- -------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
303 E. Wacker Drive
Suite 830
Chicago, Illinois 60601
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 312-616-1300
------------
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 January 31, 1996 there were approximately 9,165,870 shares of Common
Stock, $.01 par value per share outstanding.
<PAGE>
QUARTERLY REPORT ON FORM 10Q
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
<TABLE>
<CAPTION?
Item 1. Financial Statements
- -----------------------------
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended December 31
1995 1994
------------- -------------
<S> <C> <C>
Net Sales $5,650,000 $5,457,000
Cost of Sales 2,566,000 2,494,000
------------- -------------
Gross Profit 3,084,000 2,963,000
Selling Expenses 2,945,000 2,861,000
General and Administrative Expenses 736,000 583,000
Loss on Closed Galleries 105,000 -
------------- -------------
Loss from Operations (702,000) (481,000)
Interest Expense (711,000) (789,000)
Gain on Investment in Affiliates 9,000 83,000
------------- -------------
Loss from continuing operations before
Income Taxes and Extraordinary Gain (1,404,000) (1,187,000)
Income Taxes - -
------------- -------------
Loss from continuing operations before
Extraordinary Gain (1,404,000) (1,187,000)
Loss from Operations of Discontinued
Operations net of applicable income
taxes of $0 - (59,000)
------------- -------------
Loss before Extraordinary Gain (1,404,000) (1,246,000)
Extraordinary Gain, net of applicable
income taxes of $0 - 4,441,000
------------- -------------
Net Income/(Loss) (1,404,000) 3,195,000
============= =============
Loss from continuing operations per
Common Share Before Extraordinary Gain $(.15) $(.35)
Loss Per Common Share from Operations of
Discontinued Operations - $(.02)
Extraordinary Gain Per Common Share - $1.30
------------- -------------
Net Loss Per Common Share $(.15) $.93
============= =============
Weighted Average Number of Common Shares
Outstanding 9,165,870 3,420,518
============= =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, September 30,
1995 1995
------------- -------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash $295,000 $114,000
Receivables, Net of Allowance for Doubtful
Accounts of $10,000 at December 31, 1995
and September 30, 1995 493,000 680,000
Barter Receivables 19,000 19,000
Inventories 10,301,000 10,745,000
Other Current Assets 311,000 255,000
------------- -------------
Total Current Assets 11,419,000 11,813,000
Investment in Art 3,966,000 3,966,000
Property, Plant and Equipment, Net 4,580,000 4,810,000
Other Assets 796,000 822,000
------------- -------------
$20,761,000 $21,411,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
- ----------------------------------------------
Current Liabilities:
Accounts Payable 4,575,000 3,848,000
Barter Payable 256,000 243,000
Accrued Expenses:
Interest 4,051,000 3,458,000
Compensation 751,000 767,000
Taxes, other than payroll 170,000 143,000
Other 1,440,000 1,488,000
Customer Deposits and Credits 547,000 1,125,000
Notes Payable - -
Debt in Default 17,314,000 17,278,000
------------- -------------
Total Current Liabilities 29,104,000 28,350,000
------------- -------------
Commitments and Contingencies
Shareholders' Equity (Deficit):
Preferred Stock, $.01 par value; authorized
100,000 shares; 4,000 shares issued and
outstanding. - -
Common Stock, $.01 par value; authorized
15,000,000 shares; 9,172,536 shares issued
and outstanding at December 31, 1995 and
September 30, 1995 91,000 91,000
Additional Paid-In Capital 14,934,000 14,934,000
Accumulated Deficit (23,258,000) (21,854,000)
------------- -------------
(8,233,000) (6,829,000)
Less 6,667 shares of Treasury
Stock at Cost (110,000) (110,000)
------------- -------------
Total Shareholders' Equity (Deficit) (8,343,000) (6,939,000)
------------- -------------
$20,761,000 $21,411,000
============= =============
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
<TABLE>
<CAPTION>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
------------- -------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Gain (loss) $(1,404,000) $3,195,000
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 225,000 238,000
Increase in Term Notes due to non-cash
interest 48,000 -
(Gain)/Loss on investment in affiliates (9,000) (83,000)
Extraordinary gain - (4,441,000)
Loss on write-off of leasehold improvements
on closed galleries 60,000 -
Other 3,000 (554,000)
Change in operating assets and liabilities:
Receivables 187,000 274,000
Inventories 443,000 (56,000)
Other current assets (55,000) (74,000)
Accounts payable, accrued compensation and
accrued expenses 1,296,000 587,000
Customer deposits and credits (578,000) (59,000)
------------- -------------
Net cash provided by (used in) operating
activities 216,000 (973,000)
------------- -------------
INVESTING ACTIVITIES:
Capital expenditures (23,000) (281,000)
------------- -------------
Net cash used in investing activities (23,000) (281,000)
------------- -------------
FINANCING ACTIVITIES:
Repayment of debt (12,000) (253,000)
Proceeds from issuance of new loans - 2,500,000
Net proceeds from issuance of new stock - 1,933,000
Payment of bridge loans - (1,100,000)
------------- -------------
Net cash provided by (used in) financing
activities (12,000) 3,080,000
------------- -------------
Net increase in cash 181,000 1,826,000
Cash at beginning of period 114,000 151,000
------------- -------------
Cash at end of period $295,000 $1,977,000
============= =============
Supplemental disclosures of cash flow
information:
Cash paid during the year for:
Interest $14,000 $205,000
Income Taxes - -
Supplemental disclosures of non-cash
investing and financing activities:
Conversion of debt to equity - $4,930,000
Issuance of preferred stock upon
conversion of long-term debt - $4,000,000
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED DECEMBER 31, 1995
1. Summary of significant accounting policies:
Basis of Presentation:
The accompanying consolidated financial statements include the accounts of
Circle Fine Art Corporation (the "Company") and its wholly-owned subsidiaries.
All intercompany accounts and transactions have been eliminated in the
consolidated financial statements. The Company's investment in its one 50%
owned affiliate is accounted for by the equity method.
On February 8, 1996, Circle Fine Art Corporation of Illinois
("Circle-Illinois"), a wholly owed subsidiary of the Company, filed a
petition with the United States Bankruptcy Court for the Northern District of
Illinois. Circle-Illinois has seeked protection for reorganization under
Chapter 11 of the Bankruptcy Code.
The consolidated financial statements do not include any adjustments to
reflect the future effects on the recoverability and classification of assets
or the amounts and classifications of liabilities that will result from this
filing.
Allowance for Doubtful Accounts:
The Company, on a periodic basis, reviews the collectibility of its
receivables and based on these reviews provides for an allowance for doubtful
accounts. When a receivable is determined to be uncollectible it is written
off.
Inventories:
Inventories are valued at the lower of cost (specific identification method)
or market.
Investment in Art:
The Company has segregated certain works of art which are intended to be held
as a long- term investment. This art is valued at the lower of cost (specific
identification method) or market.
Property, Plant and Equipment:
Property, plant and equipment are stated at cost.
Depreciation is provided by use of the straight-line method over the estimated
useful lives of these assets. Leasehold improvements are amortized under the
straight-line method over the shorter of the estimated useful life of the asset
or the term of the lease.
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED DECEMBER 31, 1995
1. Summary of significant accounting policies: (continued)
Other Assets:
In fiscal 1995, the Company capitalized approximately $822,000 relating to
fees incurred for the December 1994 financial restructuring. These fees are
being amortized between a five and seven year period.
Revenue Recognition:
Retail gallery sales are recognized when the entire selling price has been
received and substantial performance has been completed. Wholesale sales are
recognized at the time of shipment to the customer. Merchandise subject to
customer deposits is included in inventories, and the deposits are reflected
as a current liability.
2. Nature of Activities:
The Company sells fine art, jewelry and related products at retail through art
galleries. The Company operates one of the largest groups of fine art
galleries specializing in high priced limited edition fine art in the United
States. The Company also sells fine art to other retail art galleries on a
wholesale basis.
3. Inventories:
<TABLE>
<CAPTION>
Inventories at December 31, 1995 and September 30, 1995 consist of the
following:
12/31/95 09/30/95
------------- -------------
<S> <C> <C>
Merchandise for sale $10,019,000 $10,463,000
Raw materials and work in process 282,000 282,000
------------- -------------
$10,301,000 $10,745,000
============= =============
</TABLE>
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED DECEMBER 31, 1995
4. Property, plant and equipment:
<TABLE>
<CAPTION>
Property, plant and equipment at December 31, 1995 and September 30, 1995
consist of the following:
12/31/95 09/30/95
------------- -------------
<S> <C> <C>
Land $1,697,000 $1,697,000
Building and improvements 2,199,000 2,150,000
Furniture, fixtures and equipment 3,590,000 3,584,000
Leasehold improvements 2,304,000 2,284,000
------------- -------------
9,790,000 9,715,000
Less accumulated depreciation
and amortization 5,210,000 4,905,000
------------- -------------
$4,580,000 $4,810,000
============= =============
</TABLE>
5. Debt in Default:
Commencing in June 1995, the Company failed to make its scheduled month-end
$100,000 payment under its Amended and Restated Credit Agreement with
Standard Chartered Bank. As a result of this non-payment and the violation
of certain financial covenants, Standard Chartered Bank on September 28, 1995
informed the Company that, as a result, such actions "constitute defaults
under the provisions of clauses (a) and (b) respectively of the definition
of the term 'Default' set forth in the Credit Agreement." As a result,
Standard Chartered Bank imposed a late payment fee in the amount of
$2,560,000 due and payable on July 16, 1995. In addition, Standard Chartered
Bank retroactively to June 26, 1995 imposed the default rate of interest
(prime + 6%) which currently equates to 14.75% per annum.
The Company is in continuous communication with the Bank regarding these
matters, and, at the Bank's request, submitted a detailed "turn-around and
restructuring plan" for the Bank's consideration on August 31, 1995.
The Company did not make its scheduled interest payment for September,
October, November or December 1995 related to its real estate lease payable
and the related Industrial Revenue Bond. In addition, the Company did not
make its scheduled quarterly $40,000 principal reduction payment due July 1,
1995, October 1, 1995 and January 1, 1996. As a result of these non payments
and the violation of certain financial covenants, the Company is subject to a
declaration of default by this lender, although no such default has been
declared as of December 31, 1995. The Company has had various discussions
with this lender regarding these matters.
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED DECEMBER 31, 1995
5. Debt in Default: (continued)
The Company did not make its scheduled quarterly $20,000 interest payments
due June 30, 1995, September 30, 1995 and December 31, 1995 related to the
Company's $1,000,000 subordinate promissory note with Chrysler Capital
Corporation. As a result of this non payment, the violation of certain
financial covenants and the cross default provisions contained in the
related Securities Purchase Agreement, Chrysler Capital Corporation on
October 24, 1995 notified the Company of the "existence of an event of
default for the non-payment of interest of $40,000 since March 31, 1995."
The Company failed to make its scheduled interest payments related to its
term notes payable on the last day of each month since June 30, 1995.
In addition, the Company is in arrears on its monthly payments related to
both of its real estate mortgage notes.
Debt in default at December 31, 1995 and September 30, 1995 consists of the
following:
<TABLE>
<CAPTION>
12/31/95 9/30/95
------------- -------------
<S> <C> <C>
Standard Chartered Debt:
- ------------------------
Term Loan A payable to bank, due in monthly
principal and interest installments of $100,000
with final payment due December, 1999. Loan
bears interest at prime rate (which was 8.50% at
December 31, 1995). Interest in excess of 8% is
deferred and added to the outstanding balance of
Term Loan B. $9,819,000 $9,819,000
Term Loan B payable to bank including deferred
interest on Term Loan A due December, 1999.
Loan bears interest at prime rate, which was
8.50% at December 31, 1995 and 8.75% at
September 30, 1995. $1,905,000 $1,911,000
Investor Notes
- --------------
Term notes payable with a term of nine years and
interest paid monthly at 8%. Notes bear interest
at prime rate (which was 8.50% at December 31,
1995) with any interest in excess of 8% (deferred
interest) paid concurrently with final payment
due December 2003. $2,500,000 $2,500,000
Deferred interest on Term Notes. $22,000 $17,000
Chrysler Debt:
- --------------
Term Note due in quarterly principal payments of
$125,000 commencing immediately following the
retirement of the SCB Loans. Note bears interest
at prime rate (which was 8.50% at December 31,
1995 and 8.75% at September 30, 1995) and paid
quarterly at 8% with any excess interest deferred
and paid concurrently with final principal
payment. 1,049,000 1,000,000
1987 secured subordinated notes. - 3,757,000
1989 secured subordinated notes. - 2,500,000
Additional secured 1987 and 1989 subordinated notes - 1,173,000
1992 secured subordinated note. - 2,500,000
Others
- ------
Real estate lease and related Industrial Revenue
Bonds, due in quarterly installments of $40,000
through 2004, interest at prime plus 1% (9.75% at
December 31, 1995 and 10% September 30, 1995) 1,430,000 1,720,000
Real estate mortgage note, due in monthly
installments through November 2009, at a variable
interest rate (8.97% at December 31, 1995 and
8.97% at September 30, 1995) 216,000 221,000
Real estate mortgage note, due in monthly
installments through February 2002.
Interest at 9.25% 373,000 401,000
------------- -------------
$ 17,314,000 $24,137,000
============= =============
</TABLE>
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED DECEMBER 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
----------------------------------------------------------------
Results of Operation
--------------------
Since 1990, the Company has suffered recurring losses from operations and
continues to have a net capital deficiency. As a result of its losses,
since June 1995 the Company has not made scheduled principal and interest
payments, has failed to comply with various loan covenants, and has deferred
real estate lease and rental payments. The Company has been able to continue
to operate through the date hereof only by failing to make such required debt
service payments, reducing and not replacing inventory, and postponing the
payments due its artists, landlords and other vendors. The Company has been
unable to purchase sufficient amounts of new inventory which has further
adversely affected the Company's net sales. On February 8, 1996, it has
found it necessary to petition for relief for its operating subsidiary under
Chapter 11 of the Bankruptcy Code.
More specifically, on February 8, 1996, Circle Fine Art Corporation of
Illinois, an Illinois corporation ("Circle-Illinois") a wholly owned
subsidiary of the Company, filed a voluntary petition under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the Northern
District of Illinois Eastern Division, Case No. 96 B 3334. Circle-Illinois
is the entity through which the Company conducts all of its business
operations. Concurrently with the filing of the aforesaid described
petition, Circle-Illinois filed motions to employ counsel, to authorize the
emergency use of cash collateral, to pay pre-petition wages and related
payments, to honor customer deposits and layaways, to approve rejection of
certain store leases and to assume its Merchant Agreement with HRSI, N.A.
On February 12, 1996, the court granted the motions to employ counsel, to
approve rejection of certain store leases and to pay certain pre-petition
wages through February 9, 1996 from cash collateral. The remaining motions
were set for hearing on February 21, 1996 with the exception of the emergency
use of cash collateral which is set for hearing on February 14, 1996.
Since the petition date, Circle-Illinois has remained in possession of its
property and has continued to operate its business and manage its financial
affairs as a Debtor in Possession pursuant to the Bankruptcy Code. At
present, Circle-Illinois is operating 20 retail art galleries selling fine
art, jewelry and related products in nine (9) states including Illinois, New
York, New Jersey, Florida, Georgia, Louisiana, Nevada, California and
Colorado. It continues to sell artwork in its possession that has been
consigned to it pursuant to the Art Consignment Statutes of the various
states in which it is operating in the ordinary course of business and to
pay the proceeds thereof to those persons and entities entitled to receive
proceeds. It also has requested authority
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED DECEMBER 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation (continued)
to use cash collateral including accounts receivable, nonconsigned inventory
and the proceeds thereof as necessary to continuing its business and
reorganization efforts. However, use of these assets will necessitate
replacement security interests in the post-petition assets arising, created
or acquired by Circle-Illinois from the use of cash collateral. It also has
requested the court to honor pre-petition customer deposits as credits on
merchandise to avoid harm to its business operations and to enable it to
continue to reorganize under Chapter 11.
It is the Company's intention to formulate a plan of reorganization to deal
with its creditors and other issues and to successfully emerge from the
Chapter 11 proceeding under the Bankruptcy Code. However, the failure to
obtain the relief sought under Chapter 11 would cause a serious threat to
its Chapter 11 case and will severely impact the chance of a successful
reorganization. The Company has no agreement with any of its creditors
regarding any such plan or reorganization. All plans or reorganizations
must be approved by the Bankruptcy Court.
Circle-Illinois' future operations will be determined by further discussions
with Federal Bankruptcy Court.
The Company's financial condition and prospects during the Chapter 11
proceeding depends also on its ability to generate sufficient sales revenue
to meet cash flow requirements and to continue to reduce and maintain
operating expenses at their lowest acceptable revenues.
Consolidated net sales were $5.6 million for the quarter ended
December 31, 1995, an increase of $193,000 or 3.5% from the comparable quarter
a year ago. The Company's wholesale sales increased $290,000 while retail
sales increased approximately $245,000 or 5.2%. These increases are
partially offset by a decrease in printing revenue of $125,000 from the first
quarter ended December 31, 1994. Same store sales decreased by 6% when
comparing the three month period ending December 31, 1995 with the same
period of 1994. Sales increased in the Company's unique works ($246,000)
and limited edition graphics (13%) product lines. The product line showing
the largest decline was photography by approximately $160,000 or 20%.
Gross margins for the quarter ended December 31, 1995 (54.6%) remained flat
with the comparable quarter of a year ago.
Consolidated selling expenses for the quarter ended December 31, 1994
increased $84,000 or 3% from the comparable quarter a year ago. The primary
factor for this is the increase in retail sales which resulted in increases
in rent and sales commissions.
<PAGE>
CIRCLE FINE ART CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
THREE MONTHS ENDED DECEMBER 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation (continued)
These increases are offset by a reduction in advertising and promotional
expenses. During the quarter ended December 31, 1995, the Company closed or
reserved for the closing of four (4) retail galleries in Troy, Michigan; San
Francisco, California; McLean, Virginia, and Palm Beach, Florida. The amount
expensed related to moving costs and unamortized leaseholds.
Administrative expenses increased $153,000 or 26% in fiscal 1995 compared to
fiscal 1994. This increase can be attributed to an increase in legal
expenses of $100,000 and management fees of $54,000 in fiscal 1995.
For the quarter ended December 31, 1995, interest expense equaled $711,000,
a $78,000 or 10% decrease from the same period of a year ago. This decrease
is due to lower Chrysler Capital Corporation debt throughout the fiscal 1996
period when compared to the same period of fiscal 1995. At the end of the
first quarter of fiscal 1995 (three month period ending December 31, 1994),
the Company converted approximately $9.9 million of Chrysler debt to equity
in the Company. During the majority of both three month periods ending
December 31, 1994 and 1995, default rates of interest were charged by the
Company's lenders. On December 13, 1994, the Company recognized an
extraordinary gain due to the forgiveness of accrued interest from a
financial restructuring.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
None
b. Reports on Form 8-K:
None
PART II - OTHER INFORMATION
On February 8, 1996, the Company petitioned for relief for its operating
subsidiary under Chapter 11 of the Bankruptcy Code. This term of information
is being reported on Form 10-Q in lieu of filing Form 8-K. (See Part I,
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation.)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CIRCLE FINE ART CORPORATION
---------------------------
Registrant
DATE: February 13, 1996 By: Joseph R. Atkin
-------------------------------
Joseph R. Atkin
Vice President and
Chief Financial Officer
DATE: February 13, 1996 By: Brian Bettencourt
--------------------------------
Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> OCT-01-1995
<CASH> 295,000
<SECURITIES> 0
<RECEIVABLES> 503,000
<ALLOWANCES> 10,000
<INVENTORY> 10,301,000
<CURRENT-ASSETS> 11,419,000
<PP&E> 4,580,000
<DEPRECIATION> 0
<TOTAL-ASSETS> 20,761,000
<CURRENT-LIABILITIES> 29,104,000
<BONDS> 0
0
0
<COMMON> 91,000
<OTHER-SE> (8,434,000)
<TOTAL-LIABILITY-AND-EQUITY> 20,761,000
<SALES> 5,650,000
<TOTAL-REVENUES> 5,650,000
<CGS> 2,566,000
<TOTAL-COSTS> 3,786,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 711,000
<INCOME-PRETAX> (1,404,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,404,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,404,000)
<EPS-PRIMARY> (.15)
<EPS-DILUTED> 0
</TABLE>
