UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________________________________
FORM 10-Q
/X/ QUARTERLY REPORT Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarter ended September 30, 1996
Commission File No. 1-6485
________________________________________________________________
or
/ / TRANSITION REPORT Under Section 13 or 15(d) of the Securities
Exchange Act of 1934
________________________________________________________________
ACTION INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________
Pennsylvania
(State or other jurisdiction of incorporation or organization)
________________________________________________________________
25-0918682
(I.R.S. Employer Identification No.)
________________________________________________________________
460 Nixon Road, Cheswick, Pennsylvania 15024-1098
(Address of principal executive offices) (Zip Code)
________________________________________________________________
Registrant's telephone number, including area code: (412) 782-4800
_________________________________________________________________
The number of shares of the Registrant's common stock outstanding
at November 11, 1996 was 5,539,458.
_________________________________________________________________
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
----- -----
INDEX
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
Page
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets -
September 30, 1996, September 30, 1995,
and June 30, 1996 3
Consolidated Statements of Operations -
Quarters Ended September 30, 1996 and
September 30, 1995 4
Consolidated Statements of Shareholders'
Equity (Capital Deficiency) - Quarters Ended
September 30, 1996 and September 30, 1995 5
Consolidated Statements of Cash Flows -
Quarters Ended September 30, 1996 and
and September 30, 1995 6
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
<TABLE>
PART I. FINANCIAL INFORMATION
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands)
<CAPTION>
September September June
30, 1996 30, 1995 30, 1996
--------- --------- ---------
ASSETS
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents $5 $1,096 $78
Trade accounts receivable, less allowances
of $377, $478, and $353 2,218 7,510 2,769
Inventories 2,539 18,414 3,928
Other current assets 591 1,130 671
------- ------- -------
Total Current Assets 5,353 28,150 7,446
Property, Plant and Equipment 307 7,687 385
Other Assets
Note Receivable 754 1,200 850
Other 193 488 227
------- ------- -------
$6,607 $37,525 $8,908
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Current Liabilities
Notes payable $1,858 $10,278 $3,039
Accounts payable 2,592 4,217 2,628
Accrued compensation 604 999 607
Other accrued liabilities 589 1,069 736
------- ------- -------
Total Current Liabilities 5,643 16,563 7,010
Long-Term Liabilities
Financing obligation - sale/leaseback - 7,506 -
Long-term debt 115 115 115
Deferred compensation 1,353 1,416 1,554
------- ------- -------
Total Long-Term Liabilities 1,468 9,037 1,669
Shareholders' Equity (Capital Deficiency)
Common stock, $0.10 par value;
authorized 20,000,000 shares;
issued 7,187,428 shares 719 719 719
Capital in excess of par 25,498 25,498 25,498
Retained earnings (deficit) (15,147) (2,718) (14,414)
------- ------- -------
11,070 23,499 11,803
Less treasury shares, at cost 11,574 11,574 11,574
------- ------- -------
Total Shareholders' Equity (Capital Deficiency) (504) 11,925 229
------- ------- -------
$6,607 $37,525 $8,908
======= ======= =======
See notes to consolidated financial statements.
</TABLE>
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
(In thousands except per share data)
<CAPTION>
First Quarter Ended
-------------------------
September September
30, 1996 30, 1995
-------- --------
<S> <C> <C>
NET SALES $3,668 $9,180
COSTS AND EXPENSES
Cost of products sold 2,272 7,165
Operating expenses 1,975 2,719
Interest expense 183 654
-------- --------
4,430 10,538
OTHER INCOME, NET 29 155
-------- --------
LOSS BEFORE INCOME TAXES (733) (1,203)
PROVISION FOR INCOME TAXES - -
-------- --------
NET LOSS ($733) ($1,203)
======== ========
NET LOSS PER SHARE ($0.13) ($0.22)
======== ========
Weighted average shares outstanding 5,539 5,539
======== ========
See notes to consolidated financial statements.
</TABLE>
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (CAPITAL DEFICIENCY)
UNAUDITED
(In thousands except share amounts)
<CAPTION>
First Quarter Ended September 30, 1996 and September 30, 1995
---------------------------------------------------------------------------------
Capital Retained
Common Stock In Excess Earnings Treasury Stock
Shares Amount of Par (Deficit) Shares Amount Total
------ ------ --------- --------- ------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE - JUNE 24, 1995 7,187,428 $719 $25,498 ($1,515) 1,647,970 ($11,574) $13,128
Net Loss - - - (1,203) - - (1,203)
---------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 1995 7,187,428 $719 $25,498 ($2,718) 1,647,970 ($11,574) $11,925
=================================================================================
BALANCE - JUNE 30, 1996 7,187,428 $719 $25,498 ($14,414) 1,647,970 ($11,574) $229
Net Loss - - - (733) - - (733)
---------------------------------------------------------------------------------
BALANCE - SEPTEMBER 30, 1996 7,187,428 $719 $25,498 ($15,147) 1,647,970 ($11,574) ($504)
=================================================================================
See notes to consolidated financial statements.
</TABLE>
<TABLE>
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
(In thousands)
<CAPTION>
First Quarter Ended
-----------------------------
September September
30, 1996 30, 1995
--------- ---------
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss ($733) ($1,203)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 78 238
Changes in operating assets and liabilities:
Trade accounts receivable 551 2,398
Inventories 1,389 (281)
Other current assets 80 (19)
Accounts payable and accrued expenses (186) (429)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,179 704
======== ========
INVESTING ACTIVITIES:
Acquisition of property, plant and equipment - -
-------- --------
NET CASH USED IN INVESTMENT ACTIVITIES 0 0
======== ========
FINANCING ACTIVITIES:
Notes and acceptances payable (1,181) 116
Principal payments on long-term obligations - (233)
Other, net (71) (58)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (1,252) (175)
======== ========
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (73) 529
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 78 567
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $5 $1,096
======== ========
See notes to consolidated financial statements.
</TABLE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
ACTION INDUSTRIES, INC. AND SUBSIDIARIES
A. The consolidated financial statements included herein have been
prepared by the Company, pursuant to the rules and regulations
of the Securities and Exchange Commission. With the exception
of the consolidated balance sheet which was derived from the
audited financial statements as of June 30, 1996, such
statements have not been audited. Certain information and
footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the
disclosures are adequate to make the information presented not
misleading. It is suggested that these consolidated financial
statements be read in conjunction with the financial statements
and the notes thereto included in the Company's latest Annual
Report on Form 10-K. Effective July 1995 the Company changed
its fiscal calendar from a 52-53 week year ending on the last
Saturday of each fiscal month to the last day of the calendar
month.
B. The accompanying financial statements reflect all adjustments
(consisting of normal recurring accruals and estimates) which
are, in the opinion of management, necessary for a fair
presentation.
C. In October 1996 the Company entered into an agreement to sell
its inventory and related intellectual property associated with
its Replenishment (Powerhouse) business and Promotional
business. The Powerhouse-related assets were sold October 18,
1996. The Company's Promotional-related assets have been sold
subject to the approval of the Company's shareholders. The
assets to be sold represent substantially all of the operating
assets employed in the Company's business. Trade accounts
receivable are to be retained, as well as non-operating notes
and other receivables from prior sales of the Company's
headquarters facility and certain business units. Upon
completion of the sales described above, all of the Company's
current operations will have been sold.
Also in October 1996 the Company finalized negotiations and
signed a new lease arrangement for its headquarters facility.
The new lease obligates the Company for rent of approximately
$100,000 per year for a five year period under an operating
lease. This lease agreement, in conjunction with the physical
departure from the warehouse space in the facility, resulted in
the elimination as of June 30, 1996 of the previously reported
capital lease obligation for the facility.
The accompanying financial statements include the historical
results of operations of the Company's Promotional and
Replenishment businesses. Valuation adjustments were made as
of June 30, 1996 to the historical cost basis of the Company's
inventories, property and equipment and any other assets
impacted by the sale of the Company's current operations, to
value these assets at estimated net realizable value and to
reflect the abandonment or sale of certain fixed assets no
longer used to support operations.
D. The results of operations for the quarter ended September 30,
1996 are not necessarily indicative of the results to be
expected for the full year.
E. Inventories consist primarily of merchandise held for resale.
Inventories are valued at the lower of first-in, first-out
(FIFO) cost or market.
F. The Company has a credit agreement which provides for up to $10
million in committed credit lines through June 30, 1997.
Availability under the credit line is further limited by the
level of eligible accounts receivable and inventories.
Interest is payable at 3.5% over the prime rate of interest.
At September 30, 1996 outstanding borrowings under the credit
agreement were $1.9 million and the unused borrowing capacity
was $992,000.
The Company did not meet the requirements under the restrictive
covenants of the Credit Agreement as of September 30, 1996, and
will not be able to meet these covenants subsequently. The
lender's remedies under such a default include the right to
demand repayment of the outstanding loan.
G. No income tax benefits were provided on the losses in the
fiscal quarters ended September 30, 1996 and September 30, 1995
because realization of such benefits is not reasonably assured.
Net operating loss carryforwards available to offset future
taxable income and thereby reduce income taxes payable in the
future are approximately $35 million for income tax reporting
purposes.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
Sale of Operating Assets. The Company has entered into an
agreement to sell its inventory and related intellectual property
associated with its Replenishment (Powerhouse) business (sold
October 18, 1996), and pending the approval of its shareholders, to
also sell the inventory and intellectual property related to its
Promotional business on or about late December 1996 or early
January 1997. If approved by the shareholders and consummated,
this transaction will result in the sale of substantially all of
the operating assets currently employed in the Company's business.
Assets remaining would be the Company's trade receivables and
several notes and other non-trade receivables relating to prior
asset dispositions and a prior sale/leaseback transaction.
With the assistance of its investment bankers, the Company is
actively exploring other strategic options available to it,
including business combinations with other operating businesses, in
order to continue as an operating concern and preserve all or a
portion of its income tax net operating loss carryforwards. The
Company has had indications of interest from third parties for a
business combination of this type. Discussions are in process with
interested third parties, but such discussions are preliminary and
may not result in an agreement relating to any such transaction.
The events which have led to the decision to sell the current
operations are described in the following paragraphs.
Organization and Business. The organization and business of Action
Industries, Inc. and its Subsidiaries (collectively, the "Company")
have undergone significant changes beginning in fiscal 1990 and
continuing through fiscal 1996 in connection with a major
restructuring effort and the Company's response to declining sales.
The Company has experienced declining sales in its traditional
Promotional business each year since 1989. The Company
implemented a restructuring plan in 1990 including various
activities intended to return the Company to sales growth or
stability and profitability. The Company focused on its core
business and sold or eliminated those noncore business units and
assets which were not profitable or were not consistent with these
objectives. Almost continuous downsizing efforts have been made
over the years since 1990 to reduce merchandise inventories and the
Company's reliance on working capital borrowings, and to reduce
personnel and other operating costs in order to compensate for the
decline in sales. The strategy has also encompassed reduction of
low margin business, including reduction of guaranteed sale
business, which has contributed to the decline in sales. While
progress was made initially and at other times over the years, the
Company has not been able to make sufficient progress overall to
improve or even maintain its position in the retail marketplace.
The historical decline in sales is the result of many factors,
including a changing retail marketplace, the increasing complexity
of the Promotional business itself, and strategic decisions to exit
or downsize unprofitable, higher risk product lines.
During fiscal 1996 continued declining sales and increasing
operating losses resulted in the Company aggressively accelerating
its inventory reduction plan, further downsizing of the operating
infrastructure, and the assessment that significant improvements
in sales and profitability were necessary in order to provide
sufficient liquidity to continue to operate the business.
In response to this assessment, the Company engaged an investment
banking firm to assist in identifying, analyzing, and pursuing
possible strategic alternatives for potential business combinations
involving substantially all of the business, all of its operating
assets or the capital stock of the Company.
Working with its advisors, the Company determined that there was
little or no possibility of raising the additional debt and/or
equity capital that would be necessary to finance a turnaround or
further restructuring of the business. The Company and its
advisors also determined that the sale of the business in its
entirety was not a viable strategic alternative. The investment
bankers located an opportunity to sell the Company's inventory and
intangible assets related to the operation of the business. The
Company has determined that this sale is in its best interest in
comparison to the continued operation of the business and the
anticipated losses which such continued operation would almost
assuredly bring. This sale is believed to be the only currently
available alternative to a liquidation of the business, and is
considered preferable to a liquidation.
These issues have led to the Company's decision to sell the
inventory and other assets of its Replenishment business and,
subject to shareholder approval, the inventory and other assets of
its Promotional business. The proceeds of the sales will be used
to pay existing obligations and, if an appropriate opportunity
presents itself, to explore the Company's other strategic options,
including possible business combinations with other operating
businesses. Substantial doubt exists as to the ability of the
Company to continue to exist as a going concern, unless a business
combination can be accomplished which provides additional capital.
In fiscal 1997 the decline in sales continued, principally due to
the Company's plan to sell its Powerhouse and Promotional
businesses, and the inability to purchase additional merchandise
for sale as a result of the Company's constrained capital resources.
Promotional sales decreased $4.0 million (66%) and Replenishment
(Powerhouse) sales decreased $751,000 (36%) in the quarter ended
September 30, 1996, as compared to the prior year.
In fiscal year 1996 the Company agreed in principle to terminate
the lease on its headquarters office/warehouse facility (where it
has been the sole tenant) and to enter into a new lease as a tenant
for significantly reduced space in this facility in the form of
office space only. The Company has operated its business from
public warehouses since February of 1996. A new operating lease
arrangement for the facility was signed in October 1996. The new
lease will eliminate the Company's substantial commitment under the
prior arrangement, which will materially reduce (but not eliminate)
the Company's future occupancy costs. In addition, the new
arrangements are expected to provide the Company's landlord in the
facility with the ability to refinance or resell the property in
two to five years such that the Company could realize some or all
of the $2.3 million reduced principal portion of what was
originally a $3.5 million note receivable due to the Company from
its sale/leaseback of the facility in 1991. This note has not been
recorded as an asset in the accompanying financial statements, as
a result of the uncertainties associated with its realization, both
past and present.
LIQUIDITY AND CAPITAL RESOURCES
The major sources of cash during the first quarter of the 1997
fiscal year were further reductions of inventory levels and
collections on receivables. Operating losses and repayment of
notes payable and other current obligations were the primary uses
of cash. Working capital at September 30, 1996 was a deficit of
$290,000, decreased from positive working capital of $436,000 at
June 30, 1996, largely related to the lower level of sales in the
current year and operating losses. The Company will be required to
continue to manage the timing of payment of its obligations to deal
with this impaired liquidity.
Cash and cash equivalents were $5,000 at September 30, 1996 as
compared to $78,000 at June 30, 1996 and $1,096,000 at September
30, 1995. Cash balances fluctuate daily to meet operating
requirements.
Accounts receivable of $2.2 million at September 30, 1996 decreased
from $2.8 million at June 30, 1996 and $7.5 million at September
30, 1995 as a result of decreased sales in the first quarter in
the current year.
Inventories of $2.5 million at September 30, 1996 decreased from
$3.9 million at June 30, 1996 as a result of reduced purchasing
related to the Company's capital constraints. Inventories decreased
from $18.4 million at September 30, 1995 due to the Company's
aggressive inventory reduction efforts in light of its capital
constraints, and inventory adjustments and writeoffs related to the
sale of the inventories and the termination of the Company's
operating business.
Aggregate borrowings (long-term debt and notes payable) decreased
from $17.9 million at September 30, 1995 to $3.2 million at June
30, 1996 and $2.0 million at September 30, 1996. This was the
result of the elimination of the sale/leaseback obligation upon
finalizing the negotiations of a new lease in October 1996, and the
repayment of short-term borrowings. Borrowings were repaid with
cash generated from the reduction of inventories and receivables,
net of cash used to fund operating losses incurred. Letters of
credit outstanding were $1.5 million at September 30, 1995 and
$82,000 at June 30, 1996. There were no letters of credit
outstanding at September 30, 1996.
The Company's Credit Agreement provides for available credit of up
to $10 million through June 30, 1997. Availability under the line
is further limited by the level of eligible accounts receivable and
inventories. At September 30, 1996 outstanding borrowings under
the credit agreement were $1.9 million and the unused borrowing
capacity was $992,000.
The Company did not meet the requirements under the restrictive
covenants of the Credit Agreement as of September 30, 1996, and
will not be able to meet these covenants subsequently. The lender's
remedies under such a default include the right to demand repayment
of the outstanding loan.
Assuming that the Company's lender will continue to provide credit,
given the defaults under the financial covenants, the Company
believes that the credit available under its existing borrowing
arrangements, together with funds from the sale of its inventories
and other operating assets (to which the Company's lender has
consented) and from its operations in the period prior to the
completion of the sale, will be sufficient to meet most or all of
its near term operating needs for the remainder of calendar year
1996. The Company has suspended current payments under certain
long-term severance arrangements with former employees. The Company
is negotiating the terms of these arrangements and certain other
assets and liabilities in an effort to improve its impaired
liquidity. For the longer term, if the Company is to benefit from
the use of its tax net operating loss carryforwards, it must reduce
its cost structure to a bare minimum to maintain sufficient
liquidity and to provide enough time to identify and close a
transaction to acquire a profitable operating business. Unless a
business combination and/or a source of additional capital can be
achieved in the next few months, it is unlikely that the Company's
capital resources will be sufficient to meet its operating needs,
in which case material adverse consequences may result.
The Company made no capital expenditures in the first fiscal
quarter ended September 30, 1996. No further capital expenditures
are planned.
RESULTS OF OPERATIONS
First Quarter Fiscal 1997 Compared with First Quarter Fiscal 1996
Net Sales. Aggregate net sales for the first quarter ended
September 30, 1996 were $3,668,000, a decrease of $5,512,000
(60.0%) compared to $9,180,000 in the prior year first quarter.
The decline in sales is primarily the result of the plan to sell
the Powerhouse and Promotional businesses, and the inability to
purchase additional merchandise for sale as a result of the
Company's constrained capital resources. Promotional sales decreased
$4.0 million (66%) and Replenishment (Powerhouse) sales decreased
$751,000 (36%) in the quarter ended September 30, 1996 as compared
to the prior year.
<TABLE>
Following is a comparison of net sales by type of program:
<CAPTION>
NET SALES
First Quarter Ended
----------------------------
September September Increase
30, 1996 30, 1995 (Decrease)
---------- ---------- ----------
<S> <C> <C> <C>
Dollar Days $2,040,000 $6,069,000 $(4,029,000)
Replenishment 1,307,000 2,058,000 (751,000)
---------- ---------- ------------
Core Promotional Business 3,347,000 8,127,000 (4,780,000)
Gift and Other 321,000 1,053,000 (732,000)
---------- ---------- ------------
$3,668,000 $9,180,000 $(5,512,000)
========== ========== ============
</TABLE>
Cost of Products Sold and Gross Profit Margins. Gross profit
margins (as a percentage of sales) increased from 22% in fiscal
1996 to 38% in the current year. The increase was principally due
to the sale in the first quarter of fiscal year 1997 of inventories
which had been written down or written off as of June 30, 1996, and
lower levels of guaranteed sales and returns on such guaranteed
sales in the current year first quarter.
Operating Expenses. Operating expenses decreased from $2,719,000
(30% of sales) in the fiscal 1996 first quarter to $1,975,000 (54%
of sales) in fiscal 1997. The decrease in costs was primarily the
result of the Company's continuing cost reduction efforts. The
increase in costs as a percentage of net sales is due to the
greater impact of fixed and indirect costs on the lower level of
sales. These include legal and other corporate costs, as well as
the cost of the Company's merchandising and distribution operations.
Interest Expense. The decrease of $471,000 (72%) was due to
elimination of the sale/leaseback obligation and lower current
borrowing levels, net of the impact of higher effective interest
rates and other borrowing costs in the current year.
Other Income (Expense), Net. Other income of $29,000 in the first
quarter of fiscal 1997 represented miscellaneous items. The prior
year other income amount of $155,000 was also comprised of
miscellaneous items.
Loss Before Income Taxes. The first quarter loss decreased from
$1,203,000 in fiscal 1996 to $733,000 in fiscal 1997. The
improvement of $470,000 reflects the combined effect of all the
above.
Provision for Income Taxes. No income tax benefits were provided
on the losses in the first quarter of fiscal 1997 and 1996 because
realization of such benefits cannot be reasonably assured. Net
operating loss carryforwards available to offset future taxable
income and thereby reduce future income taxes payable are
approximately $35 million for income tax reporting purposes.
Net Loss. The decrease of $470,000 reflects the combined effect of
all of the above.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following documents are filed as part of this report:
(a) Exhibits:
None
(b) Reports on Form 8-K:
The Company filed no reports on Form 8-K during the
quarter ended September 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ACTION INDUSTRIES, INC.
(Registrant)
Date: November 13, 1996 T. RONALD CASPER
-------------------------------
T. Ronald Casper
Acting President and
Chief Executive Officer
Date: November 13, 1996 KENNETH L. CAMPBELL
-------------------------------
Kenneth L. Campbell
Senior Vice President, Finance
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 5
<SECURITIES> 0
<RECEIVABLES> 2,218
<ALLOWANCES> 0
<INVENTORY> 2,539
<CURRENT-ASSETS> 5,353
<PP&E> 4,411
<DEPRECIATION> 4,104
<TOTAL-ASSETS> 6,607
<CURRENT-LIABILITIES> 5,643
<BONDS> 115
0
0
<COMMON> 719
<OTHER-SE> (1,223)
<TOTAL-LIABILITY-AND-EQUITY> 6,607
<SALES> 3,668
<TOTAL-REVENUES> 3,668
<CGS> 2,272
<TOTAL-COSTS> 4,247
<OTHER-EXPENSES> (29)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 183
<INCOME-PRETAX> (733)
<INCOME-TAX> 0
<INCOME-CONTINUING> (733)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (733)
<EPS-PRIMARY> (0.13)
<EPS-DILUTED> (0.13)
</TABLE>
