<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
-----------------------------------------------
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: 1-8356
DVL, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-2892858
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
24 River Road, Bogota, New Jersey 07603
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (201) 487-1300
---------------
- -------------------------------------------------------------------------------
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 latest practical date.
Class Outstanding at May 19, 1997
- ----------------------------- ---------------------------
Common Stock, $.01 par value 15,679,450
DVL, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.'s
----------
Consolidated Balance Sheets -
March 31, 1997 and December 31, 1996 1-2
Consolidated Statements of Operations -
Three Months Ended March 31, 1997 and 1996 3-4
Consolidated Statements of Shareholder's Equity
for the period ended March 31, 1997 5
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 1997 and 1996 6-7
Notes to Consolidated Financial Statements 8-9
Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-11
Part II. Other Information:
Item 6 - Exhibits and Reports on Form 8-K 12
<PAGE>
Part I - Financial Information
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
------
March 31, December 31,
1997 1996
--------- ------------
(unaudited)
<S> <C> <C>
Loans receivable, including amounts maturing
after one year - principally pledged
Affiliates:
Wrap around and other mortgages due from
affiliated partnerships (net of underlying
liens of $50,448 and $49,749, respectively) $ 41,366 $ 42,163
Unearned interest (12,280) (12,325)
-------- --------
Net mortgage loans receivable from affiliated
partnerships (including $4,882 and $5,104 of
non-performing loans, respectively) 29,086 29,838
Others:
Non-performing loans collateralized by limited
partnership interests due from limited partners 2,824 3,066
-------- --------
Total loans receivable 31,910 32,904
Allowance for loan losses 12,675 12,854
-------- --------
Net loans receivable 19,235 20,050
Cash (including restricted cash of $77 for 1997
and 1996) 312 355
Due from affiliated partnerships (net of an allowance
for loss of $1,727 for 1997 and 1996) 172 114
Investments
Real estate at cost - pledged (net of an allowance
for loss of $208 for 1997 and 1996) 289 289
Real estate lease interests 1,822 1,965
Affiliated limited partnerships (net of an allowance
for loss of $1,348 and $1,342, respectively) 2,214 2,221
Other investments (net of an allowance for loss
of $400 for 1997 and 1996) 667 667
Other assets 1,029 973
-------- --------
Total assets $ 25,740 $ 26,634
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
1
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
March 31, December 31,
1997 1996
----------- ------------
(unaudited)
<S> <C> <C>
Liabilities:
Long-term debt - NPM Capital LLC $ 6,839 $ 7,502
Long-term debt - Other 6,169 6,203
Notes payable - litigation settlement 6,910 6,635
Convertible subordinated debentures 334 334
Accrued liability for indebtedness of Kenbee
Management, Inc. and affiliates - 115
Accounts payable and accrued liabilities 1,919 1,942
-------- --------
Total liabilities 22,171 22,731
-------- --------
Deferred credits 321 321
-------- --------
Commitments and contingent liabilities
Shareholders' equity:
Preferred stock $10.00 par value, authorized -
100 shares, issued 100 shares 1 1
Common stock, $.01 par value, authorized -
40,000,000 shares, issued and to be issued -
15,679,450 and 15,479,450, respectively 157 155
Additional paid-in capital 95,174 95,146
Deficit (92,084) (91,720)
-------- --------
Total shareholders' equity 3,248 3,582
-------- --------
Total liabilities and shareholders'
equity $ 25,740 $ 26,634
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
2
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except share data)
(unaudited)
Three Months Ended
March 31,
-------------------
1997 1996
-------- --------
<S> <C> <C>
Income from affiliates
Interest on mortgage loans $ 290 $ 277
Partnership management fees 102 113
Transaction and other fees from partnerships 24 94
Rent income 9 9
Other Income - 2
Income from others
Interest on mortgage loans - 31
Interest on loans to limited partners
collateralized by limited partnership interests - 4
Other interest 2 3
Other income 36 10
-------- --------
463 543
-------- --------
Operating expenses
Provision for losses - 56
General and administrative 378 437
Asset Servicing Fee - NPO Management LLC 150 -
Legal and professional fees 50 39
Interest expense
NPM Capital LLC 242 -
Others 460 709
-------- --------
1,280 1,241
-------- --------
(Loss) before extraordinary gain (817) (698)
Extraordinary gain on the settlement
of indebtedness 453 1,046
-------- --------
Net (loss) income $ (364) $ 348
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
3
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(continued)
(unaudited)
Three Months Ended
March 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Earnings (loss) per share:
(Loss) before extraordinary gain $ (.05) $ (.05)
Extraordinary gain on the settlement of
indebtedness .03 .08
---------- ----------
Net (loss) income $ (.02) $ . 03
========== ==========
Weighted average shares outstanding 15,679,450 13,764,824
========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
4<PAGE>
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in thousands except share data)
(unaudited)
Preferred Stock Common Stock Additional
--------------- -------------------- paid-in
Shares Amount Shares Amount capital Deficit Total
-------- ------ ----------- -------- ---------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance-January 1, 1997 100 $ 1 15,479,450 $ 155 $ 95,146 $(91,720) $ 3,582
Issuance of common stock in satisfaction
of certain claims 50,000 1 7 8
Issuance of common stock in connection
with the Loan from NPM Capital LLC 150,000 1 21 22
Net loss (364) (364)
-------- ------ ---------- ------- -------- -------- -------
Balance-March 31, 199 100 $ 1 15,679,450 $ 157 $ 95,174 $(92,084) $ 3,248
======== ====== ========== ======= ======== ======== =======
<FN>
See notes to consolidated financial statements.
</FN>
</TABLE>
5
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Three Months Ended
March 31,
---------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities
Net (loss) before extraordinary gain $ (817) $ (698)
Adjustments to reconcile net (loss) to
net cash (used in) operating activities
Provision for losses - 56
Accrued interest added to indebtedness 74 151
Amortization of unearned interest on
loan receivable (45) (30)
Amortization of deferred charges 60 90
Imputed interest on notes and debentures 275 235
Amortization of debt discount 50 -
Net (increase) in other assets (116) (44)
Net (increase) in due from affiliated
partnerships (58) -
Net increase (decrease) in accounts
payable and accrued liabilities 29 (157)
-------- --------
Net cash (used in) operating activities (548) (397)
-------- --------
Cash flows from investing activities
Collections on loans receivable (net of
payments on underlying loans) 860 5,482
Net reductions in real estate lease
interests 143 86
Distributions received on affiliated
limited partnership interests and
other investments 7 60
-------- --------
Net cash provided by investing
activities $ 1,010 $ 5,628
-------- --------
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
6
<TABLE>
<CAPTION>
DVL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
(continued)
Three Months Ended
March 31,
--------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from financing activities
Proceeds from new borrowings $ 2,350 $ -
Repayment of indebtedness (2,740) (5,657)
Payments on guaranteed indebtedness (115) (40)
-------- --------
Net cash (used in) financing activities (505) (5,697)
-------- --------
Net (decrease) in cash (43) (446)
Cash - beginning of year 355 1,042
-------- --------
Cash - end of period $ 312 $ 576
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for interest,
excluding amounts paid on underlying loans $ 218 $ 269
======== ========
Supplemental disclosure of non-cash
investing and financing activities:
Net loans and other assets transferred to
settle indebtedness and loan guarantees $ - $ 77
======== ========
Net reduction in indebtedness pursuant
to creditor settlements $ 453 $ 1,046
======== ========
Reduction in accrued liabilities upon
issuance of common stock $ 22 $ 155
======== ========
Common stock issued in connection with
a creditor settlement $ 8 $ -
======== ========
Increase in other assets upon issuance
of common stock $ - $ 46
======== ========
Prepaid extension fee added to
indebtedness $ - $ 100
======== ========
<FN>
See accompanying notes to consolidated financial statements.
</FN>
</TABLE>
7
DVL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Financial Condition
(A) In the opinion of DVL, Inc. ("DVL"), the accompanying financial statements
contain all adjustments (consisting of only normal accruals) necessary for a
fair presentation of the financial position and the results of operations for
the periods presented. The results of operations for the three months ended
March 31, 1997 should not be regarded as necessarily indicative of the results
that may be expected for the full year.
(B) DVL continues to experience liquidity problems primarily as a result of
the limited cash flow generated by its restructured mortgage portfolio, as the
mortgage debt service is used to pay senior liens before cash flow on such
mortgages is available to DVL. DVL's cash flow provided by current operations
is insufficient to meet its cash requirements, and DVL continues to liquidate
and/or refinance its assets in order to meet its operating cash flow
deficiency. There can be no assurance that the cash flow generated by DVL's
potential asset liquidations or refinancings will be sufficient to meet any
future operating cash flow deficiencies or future mandatory debt repayments.
DVL's ability to continue as a going concern is dependent upon (1) the
sale or refinancing of certain assets to improve its cash position to meet
operating expenses and mandatory debt payments, (2) the settlement of remaining
litigation, (3) the realization of the estimated value of its loan portfolio
over an extended period of time rather than the value of the assets on a
liquidation basis, (4) the return to profitable operations and (5) availability
of additional borrowings. The financial statements do not include any
adjustments that might result from the outcome of these uncertainties.
2. Loans Receivable
(A) In January 1997, DVL as the General Partner of four separate limited
partnerships, negotiated the refinancing of four underlying debt obligations,
which resulted in net proceeds of approximately $821,000 to DVL as partial
satisfaction of the Partnership's mortgage indebtedness. All of these proceeds
were remitted to NPM to repay the NPM Loan, as required by the NPM loan
agreement.
3. Long Term Debt
(A) During the quarter ended March 31, 1997, NPM advanced an aggregate amount
of approximately $250,000 to pay certain creditors of DVL, as required by the
NPM loan agreement.
(B) In February 1997, DVL repaid a creditor $1,474,000 in full satisfaction
of a loan which had a principal amount due of $1,901,000. This repayment
resulted in an extraordinary gain, net of other amounts, of approximately
$406,000 in the first quarter of 1997. The payment was made by refinancing
that creditor's collateral with a new unaffiliated lender, in the principal sum
of $2,000,000. The new loan requires monthly payments of principal and
interest equal to cash flow, as defined, from the loan's collateral. Interest
on the outstanding balance of the loan shall accrue at 12% per annum. The
principal amount of the loan, and all accrued interest, is due February 27,
2000. The loan may be prepaid prior to maturity, with certain prepayment
penalties. From this loan refinancing, DVL remitted approximately $406,000 to
NPM to repay the NPM Loan, as required by the NPM loan agreement.
8
(C) In February 1997, DVL settled a creditor claim, which resulted in an
extraordinary gain of $47,000, in the quarter ended March 31, 1997.
(D) In March 1997, NPM advanced DVL an additional $100,000. This advance,
which was not required under the original NPM loan documents, bears interest
at 15% per annum and will be paid pari passu with the original NPM loan.
4. Shareholders Equity
(A) In January 1997, DVL issued 150,000 shares of stock to an investment
banker for services rendered in connection with the NPM loan transaction.
(B) In January 1997, DVL issued 50,000 shares of stock to certain unrelated
individuals in exchange for 100,000 warrants which such individuals received
in connection with a prior transaction with DVL.
5. Legal Proceedings
(A) A suit entitled DONALD LEVY, ET AL. V. ROGER D. STERN, ET AL. ("LEVY"),
originally filed in New Castle County, Delaware on February 13, 1991, on behalf
of certain individual shareholders alleged breaches of fiduciary duty of care
and candor. The defendants prevailed on a motion for summary judgment and
plaintiffs filed an appeal. On appeal, the court reopened discovery for the
plaintiffs. Plaintiffs in IN RE DEL-VAL, the shareholder class action case,
which settled in 1995 permitted the Plaintiffs in LEVY to participate in their
settlement with certain third party defendants. As of May 1997, discovery is
continuing.
(B) Federal Insurance Company ("Federal"), which carried DVL's directors and
officers insurance policy, declined to cover DVL for any legal costs or
liability. DVL commenced an action against its insurance broker and Federal
entitled DEL-VAL FINANCIAL CORPORATION, ET AL. V. FEDERAL INSURANCE COMPANY ET
AL. ("FEDERAL INSURANCE") on September 23, 1991 in the Supreme Court of the
State of New York, County of New York in which DVL alleged negligence against
its broker and sought declaratory and injunctive relief against Federal. The
New York Court in this matter has held that the Settling Defendants' insurance
excluded coverage of these matters. DVL has filed a notice of appeal of that
decision.
(C) DVL was named in an action entitled VANGUARD CAPITAL V. KENBEE MANAGEMENT,
INC. ET AL. ("VANGUARD"), which was filed in 1994 in the Superior Court of the
State of California, in which Vanguard sought contractual indemnity, equitable
indemnity and declaratory relief on certain matters filed against Vanguard in
the Superior Court, State of California, by an investor. This action is based
on complaints by an investor with a $350,000 investment in an affiliated
limited partnership who alleged that the investor's broker sold to her
unsuitable investments. DVL defended the case and Vanguard voluntarily
dismissed the action without prejudice. On March 22, 1996, the investor in the
underlying matter against VANGUARD filed in the Superior Court of Los Angeles,
a motion to vacate an NASD Arbitration award made in July 1995 in favor of
VANGUARD and has named DVL as an additional respondent in that Petition.
6. Subsequent Events
(A) On April 30, 1997, DVL borrowed an additional $100,000 from NPM on the
same terms as the $100,000 advance discussed in Note 3(D) above.
(B) On April 10 and April 30, 1997, DVL paid aggregate amounts of
approximately $42,000 and $316,000, respectively, including principal and
interest, in satisfaction of its subordinated debenture obligations, as
required by the terms thereof.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
DVL continues to experience liquidity problems principally as a result of
the reduced cash flow received on the restructured and non-performing portions
of its loan portfolio. Although the limited partner settlement substantially
reduced the non-performing portion of DVL's loan portfolio, this
reclassification has not resulted, nor is it expected to result, in significant
income or cash flow on the majority of the restructured mortgages, as the
mortgage debt service is used to pay liens senior to DVL's.
To enable DVL to meet its short-term operating needs, DVL must continue
to augment its cash flow with the proceeds from the sale or refinancing of
assets and borrowings. There is a risk that DVL may not be able to raise the
necessary funds with which to continue operations.
DVL's ability to continue as a going concern is dependent upon (1) the
sale or refinancing of certain assets to improve its cash position to meet
operating expenses and mandatory debt payments; (2) the settlement of its
remaining litigation; (3) the realization of the estimated value of the assets
collateralizing its loan portfolio over an extended period of time rather than
the value of the assets on a liquidation basis; (4) the return to profitable
operations and (5) availability of additional borrowings.
Results of Operations
- ---------------------
Three Months Ended March 31, 1997 Compared to Three Months Ended March 31, 1996
- -------------------------------------------------------------------------------
DVL realized a net loss of $364,000 for the three months ended March 31,
1997, compared to net income of $348,000 for the corresponding 1996 period, a
change of $712,000. The loss in 1997 was a result of an operating loss of
$817,000 offset by extraordinary gains realized upon the restructuring of
indebtedness which aggregated $453,000. The income in 1996 was a result of the
extraordinary gains realized upon DVL's prepayments to a creditor and the
discount received upon the payoff of indebtedness to another creditor,
partially offset by operating losses. The operating loss increased by $119,000
in 1997. The effects of these items and the other factors contributing to the
net loss are as follows:
Interest income on mortgage loans due from affiliates remained constant
from 1996 to 1997. The reduction in the amount of interest income on loans to
affiliated partnerships decreased due to the satisfaction of certain loans upon
the sale of partnership properties. However, this decrease was offset by a
corresponding decrease in interest expense on the underlying debt obligations.
Management fees from partnerships decreased by $11,000. This decrease
in fees is due to the liquidation of certain partnerships during 1996 and 1997.
Transaction and other fees from partnerships aggregating $24,000 in 1997
and $94,000 in 1996 principally represent the fees received upon the sale of
certain partnership properties.
Rent income from affiliated partnerships remained constant from 1996 to
1997.
Interest income on mortgage loans decreased by $31,000 due to the fact
that as of December 31, 1996 the mortgage loan matured that generated this
income.
10
Other income in 1997 primarily represents a cash collection in the amount
of $35,000 received from the settlement of a lawsuit in February 1997.
General and administrative expenses decreased by $59,000, primarily as a
result of a decrease in payroll and operating costs incurred in 1997. However,
this decrease was offset by a $150,000 Asset Service Fee to NPO.
Legal and professional fees increased by $11,000 as a result of increased
legal, accounting and other professional costs as compared to the same period
of the prior year.
Interest expense for the quarter ended March 31, 1997 aggregated $702,000
compared to $709,000 for the same period in 1996. During 1997 and 1996, there
was a significant amount of refinancings and restructurings of existing debt,
which resulted in substantial reductions in long-term debt obligations.
However, this is offset by $50,000 of amortization expense on the long-term
debt discount, that arose from the issuance of the NPM warrants. Also,
included in the other interest expense, is interest on the notes issued in
connection with the shareholder class action litigation settlement of which
interest expense was $275,000. All the interest on the litigation settlement
is deferred.
During the quarter ended March 31, 1997, no provision for losses was
needed.
Liquidity and Capital Resources
- -------------------------------
DVL continues to experience liquidity problems and its cash flow provided
by operations is not sufficient to meet its operating needs. DVL is attempting
to augment its cash flow with the proceeds from the sale or refinancing of
assets. There is a risk that DVL may not be able to raise the necessary funds
with which to continue operations.
DVL has the right to refinance a number of mortgage loans underlying its
wrap-around mortgages due from affiliated partnerships and arrange senior
financing secured by properties on which it holds first or second mortgage
loans by subordinating its mortgage position. During the quarter ended March
31, 1997, DVL refinanced four properties, which excess proceeds were used to
partially repay DVL mortgages. DVL repaid the NPM loan in the amount of
$821,000 from the refinancing proceeds. The amounts obtained from these
refinancings were primarily based on the value of the base rents during the
period of the base lease term subsequent to the payoff of the existing first
mortgages. As a result of DVL's prior and current refinancings, DVL's asset
base available for future refinancings has diminished.
In the quarter ended March 31, 1997, DVL entered into a new loan for an
initial principal amount of $2,000,000. From the proceeds of this financing,
DVL repaid an existing creditor at a discount which resulted in an
extraordinary gain of $406,000. DVL repaid the NPM loan in the amount of
$406,000 from the new loan proceeds.
In the quarter ended March 31, 1997, DVL borrowed $100,000 from NPM and
in April 1997, an additional $100,000 was borrowed from NPM. These advances
were not required by the original NPM loan agreement.
On April 10 and April 30, 1997, DVL paid aggregate amounts of approximately
$42,000 and $316,000, respectively, including principal and interest, in
satisfaction of its subordinated debenture obligations, as required by the
terms thereof.
11
Part II - Other Information
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(A) There were no reports on Form 8-K filed during the three months ended
March 31, 1997.
(B) Exhibits:
11 - Computation of Per Share Data
27 - Financial Data Schedule
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.
DVL, INC.
By: Alan E. Casnoff
---------------------------
Alan E. Casnoff, President
and Chief Executive Officer
May 19, 1997
12
<TABLE>
<CAPTION>
EXHIBIT 11
DVL, INC. and Subsidiaries
Computation of Per Share Data
(in thousands except share data)
(unaudited)
Three Months Ended
March 31,
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
(Loss) before extraordinary gain $ (817) $ (698)
Extraordinary gain on the settlement of
indebtedness 453 1,046
---------- ----------
Net (loss) income $ (364) $ 348
========== ==========
Weighted average number of common shares
issued and to be issued used for computation 15,679,450 13,764,824
========== ==========
(Loss) before extraordinary gain $ (.05) $ (.05)
Extraordinary gain on the settlement of
indebtedness .03 .08
---------- ----------
Net (loss) income $ (.02) $ .03
========== ==========
</TABLE>
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 312
<SECURITIES> 0
<RECEIVABLES> 31,910
<ALLOWANCES> 12,675
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,740
<CURRENT-LIABILITIES> 0
<BONDS> 20,252
<COMMON> 157
0
1
<OTHER-SE> (3,090)
<TOTAL-LIABILITY-AND-EQUITY> 25,740
<SALES> 0
<TOTAL-REVENUES> 463
<CGS> 0
<TOTAL-COSTS> 428
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 702
<INCOME-PRETAX> (817)
<INCOME-TAX> 0
<INCOME-CONTINUING> (817)
<DISCONTINUED> 0
<EXTRAORDINARY> 453
<CHANGES> 0
<NET-INCOME> (364)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> 0
</TABLE>
