<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the period ended March 31, 1998
or
[ ] Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from ___________ to ___________
COMMISSION FILE NUMBER: 0-9247
AUTO-TROL TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 84-0515221
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12500 North Washington Street, Denver, Colorado 80241-2400
(Address of principal executive offices)
(303) 452-4919
(Registrant's telephone number, including area code)
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. [X] Yes [ ] No
Number of shares outstanding as of May 5, 1998: 12,649,356
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AUTO-TROL TECHNOLOGY CORPORATION
--------------------------------
REPORT TO SECURITIES AND EXCHANGE COMMISSION ON FORM 10-Q
---------------------------------------------------------
FOR THE SIX MONTHS ENDED MARCH 31, 1998
---------------------------------------
<TABLE>
<CAPTION>
Page Number
Part I. Financial Information
Item 1. Financial Statements
<S> <C>
Consolidated Statements of Operations (unaudited), three and six months ended March 31, 1998 1
and 1997
Consolidated Balance Sheets (unaudited), March 31, 1998 and September 30, 1997 2
Consolidated Statements of Cash Flow (unaudited), six months ended March 31, 1998 and 3
1997
Notes to Consolidated Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5-8
Part II. Other Information, Item 4 , Item 5 and Item 6(b) Reports on Form 8-k 9
Signatures 10
</TABLE>
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AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
(unaudited)
<TABLE>
<CAPTION>
Three Month Ended Six Months Ended
March 31, March 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Revenues:
Sales................................................... $ 556 $ 1,703 $ 1,387 $ 3,915
Service................................................. 2,335 2,777 5,248 6,070
-----------------------------------------------------------
2,891 4,480 6,635 9,985
Costs and expenses:
Cost of sales........................................... 60 876 272 1,560
Cost of service......................................... 1,081 1,283 2,223 2,772
Research and product development........................ 1,518 1,563 3,029 3,228
Marketing, general and administrative................... 2,528 3,386 4,913 6,698
-----------------------------------------------------------
5,187 7,108 10,437 14,258
Loss from operations...................................... (2,296) (2,628) (3,802) (4,273)
Interest income......................................... 0 9 13 35
Interest expense (related party, $111, $105, $217, 194 151 364 260
$180)...................................................
-----------------------------------------------------------
Loss before income taxes.................................. (2,490) (2,770) (4,153) (4,498)
Income tax (benefit) expense.............................. (2) 7 0 18
-----------------------------------------------------------
Net loss.................................................. $(2,488) $(2,777) $(4,153) $(4,516)
===========================================================
Basic and diluted loss per share.......................... $(.23) $(.35) $(.41) $(.58)
Weighted average number of common shares outstanding...... 10,780 7,913 10,172 7,816
</TABLE>
See Notes to Consolidated Financial Statements
1
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AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands except per share amounts)
<TABLE>
<CAPTION>
March 31,
1998 September 30,
(unaudited) 1997
----------------------------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................................. $ 1,013 $ 1,421
Receivables, net of allowance of $152 and $153............................ 1,806 3,233
Inventories............................................................... 61 51
Prepaid expenses.......................................................... 420 545
----------------------------------
Total current assets................................................... 3,300 5,250
----------------------------------
Property, facilities and equipment:
Land...................................................................... 356 356
Building and improvements................................................. 8,432 8,392
Machinery and equipment................................................... 6,976 7,955
Furniture, fixtures and leasehold improvements............................ 855 925
----------------------------------
16,619 17,628
Less accumulated depreciation and amortization............................ (10,721) (11,461)
----------------------------------
5,898 6,167
Purchased software, net of accumulated amortization of $1,376 and $1,369 343 322
Other assets................................................................ 63 63
----------------------------------
Total assets........................................................... $ 9,604 $ 11,802
==================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long-term debt......................................... $ 240 $ 240
Accounts payable.......................................................... 626 840
Interest payable (related party portion $167 and $356).................... 201 390
Unearned service revenue and customer deposits............................ 1,859 1,141
Accrued compensation and related taxes.................................... 364 470
Other liabilities......................................................... 993 1,753
----------------------------------
Total current liabilities.............................................. 4,283 4,834
Long-term debt (related party, $2,875 and $4,975)........................... 4,315 6,415
----------------------------------
Total liabilities...................................................... 8,598 11,249
----------------------------------
Shareholders' equity:
Common stock, $.02 par value; authorized 40,000,000 shares; issued
(including treasury shares) 12,648,360 and 9,314,347 shares.............. 253 186
Additional paid-in capital................................................ 93,218 88,784
Cumulative currency translation adjustments............................... (930) (1,035)
Accumulated deficit....................................................... (91,050) (86,897)
Treasury stock 26,140 common shares at cost............................... (485) (485)
----------------------------------
Total shareholders' equity............................................. 1,006 553
----------------------------------
$ 9,604 $ 11,802
==================================
</TABLE>
See Notes to Consolidated Financial Statements
2
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AUTO-TROL TECHNOLOGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six Months Ended
March 31,
1998 1997
-----------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net loss..................................................................... $(4,153) $(4,516)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization................................................ 605 841
Loss on disposal of property, facilities and equipment....................... 25 32
Changes in operating assets and liabilities
Decrease in receivables................................................. 1,568 292
(Increase) decrease in inventories...................................... (7) 178
(Increase) decrease in prepaids......................................... 61 (83)
Decrease in accounts payable............................................ (196) (204)
Decrease in interest payable............................................ (189) (311)
Increase in income tax payable.......................................... 62 28
Increase in unearned revenue and customer deposits...................... 718 60
Decrease in other liabilities........................................... (744) (462)
Increase (decrease) in accrued compensation and related taxes........... (107) 0
-----------------------------------
Net cash used by operating activities........................................... (2,357) (4,145)
Cash flow from investing activities:
Capital expenditures......................................................... (396) (685)
Proceeds from sale of property, facilities and equipment..................... 15 55
(Increase) decrease of other assets.......................................... (1) 2
----------------------------------
Net cash used by investing activities........................................... (382) (628)
Cash flow from financing activities:
Proceeds from issuance of notes payable, related party....................... 6,400 4,475
Payments on notes payable, capital leases and long-term debt................. (4,008) (273)
Proceeds from issuance of common stock....................................... 2 9
-----------------------------------
Net cash provided by financing activities....................................... 2,394 4,211
Effect of exchange rate changes on cash......................................... (63) (42)
-----------------------------------
Net decrease in cash and cash equivalents....................................... (408) (604)
Cash and cash equivalents at the beginning of the period........................ 1,421 2,173
-----------------------------------
Cash and cash equivalents at the end of the period.............................. 1,013 1,569
===================================
Supplemental disclosures of cash flow information:
Cash paid during the period for: 473 568
Interest, related party portion $405,000 and $568,000
</TABLE>
See Notes to Consolidated Financial Statements
3
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AUTO-TROL TECHNOLOGY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED MARCH 31, 1998
(1) BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for the
interim financial information and with the instructions to Form 10-Q and Rule
10-01 of Regulation S-X. Financial information as of September 30, 1997 has
been derived from the audited consolidated financial statements of Auto-trol
Technology Corporation and subsidiaries (the Company).
The condensed consolidated financial statements do not include all information
and notes required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has been no
material change in the information disclosed in the notes to the consolidated
financial statements as of and for the year ended September 30, 1997 included in
Form 10-K previously filed with the SEC. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included in the accompanying condensed consolidated
financial statements. Operating results for the three and six month periods
ending March 31, 1998 are not necessarily indicative of the results that may be
expected for the year ending September 30, 1998.
(2) LOSS PER SHARE
The provisions of Statement of Financial Accounting Standards No. 128, Earnings
Per Share, are effective for financial statements for interim periods ending
after December 15, 1997. Basic loss per share is computed on the basis of
weighted-average common shares outstanding. Diluted loss per share is the same
as basic loss per share at March 31, 1998 and 1997, as no dilutive common stock
equivalents were outstanding.
4
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Except for the historical information contained herein, the following
discussions contain forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
discussed here. The Company undertakes no obligation to revise any forward-
looking statements in order to reflect events or circumstances that may
subsequently arise. Some additional factors, among others, are: the likelihood
that actual future revenues that are realized may differ from those inferred
from existing total backlog; the ability of the Company to attract and retain
highly trained professional employees; the delay or deferral of customer
implementations; the Company's success in expanding its direct sales force and
indirect distribution channels; the timing of new product introductions and
product enhancements by the Company and its competitors; the mix of products and
services sold; levels of international sales; the ability of the Company to
develop and market new products and control costs and general domestic and
international economic and political conditions.
RESULTS OF OPERATIONS
OVERVIEW
Operating losses for the second quarter and the six months ended March 31, 1998
continued, however they decreased as compared to the second quarter and six
months ended March 31, 1997. The company continues to believe that its PDM,
Electronic Publishing Solutions (EPS) and network configuration products, when
complete, will present a unique complementary combination that will
differentiate the Company from its competitors.
Due to the nature of the software industry, the future operating results of the
Company depend largely on its ability to rapidly and continuously develop and
deliver new software products that are competitively priced and offer enhanced
performance. The Company believes that its products are competitive both
functionally and from a pricing perspective. However, the Company is unable to
predict the impact of new products or the effect that industry economic
conditions will have on future results of operations.
Three months ended March 31, 1998 compared to three months ended March 31, 1997
- -------------------------------------------------------------------------------
REVENUES - For the quarter ended March 31, 1998, total sales and service revenue
decreased $1,589,000, or 35%, from the quarter ended March 31, 1997. Total
sales revenue for the second quarter of fiscal 1998 decreased $1,147,000, or
67%, from the quarter ended March 31, 1997. Hardware revenue for the second
quarter of fiscal 1998 decreased $767,000, or 95%, as compared to the second
quarter of fiscal 1997. The Company continues to shift the sales and support
focus from hardware to internally developed software and systems integration.
The Company may resell hardware primarily as part of a total systems solution.
Total software revenue decreased $380,000, or 42%, as compared to the second
quarter of fiscal 1997. The decrease can be attributed to lower sales in the
PDM and exploration data management and mapping solutions markets.
Total service revenue for the quarter ended March 31, 1998, decreased $442,000,
or 16%, from the previous quarter ended March 31, 1997. Service revenue is
comprised of hardware and software maintenance, training and billable service
revenue. Hardware maintenance revenue decreased $143,000, or 57%, while
software maintenance revenue showed an increase of 1%, or $11,000. The Company
experienced a decline in service revenue in its international locations.
Training and billable services revenues decreased $310,000 or 32% from the
previous quarter ended March 31, 1997. North American service revenue, which
comprised 79% of the total worldwide service revenue, declined $270,000 or 13%
as compared to the second quarter of 1997.
5
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
COST OF SALES AND SERVICE - The result of operations for the quarter ended March
31, 1998, reflected the benefits of the product mix changing from hardware to
software and services. For the second quarter ended March 31, 1998, gross
profit margins on total revenue increased to 61% from 52% for the second quarter
ended March 31, 1997. Gross profit margins on sales revenue for the second
quarter ending March 31, 1998, increased to 89% from 49% for the second quarter
ended March 31, 1997. In the second quarter of fiscal 1998, the gross profit
margin on software sales increased to 94%, as compared to 83% for the second
quarter of fiscal 1997.
Gross profit margins for total service revenue in the second quarter of fiscal
1998 decreased $240,000, yielding a gross margin of 54%, as compared to a gross
margin of 54% in the second quarter of fiscal 1997. The gross profit margin on
billable services and training in the second quarter of fiscal 1998 decreased
$107,000 yielding a gross profit margin of 30% as compared to 32% in the second
quarter of fiscal 1997. Gross profit margins on hardware maintenance decreased
$52,000 in the second quarter of fiscal 1997, as compared to the second quarter
of fiscal 1997. The software maintenance gross profit margin decreased $38,000,
or 5%, in the second quarter of fiscal 1997 yielding a gross profit margin of
67% as compared to the second quarter of fiscal 1997.
RESEARCH AND PRODUCT DEVELOPMENT - Research and development expenses were
approximately 53% of revenue for the quarter ended March 31, 1998 and 35% of
revenue for the quarter end March 31, 1997. Total research and development
expense decreased by 3% or $45,000 in the second quarter ended March 31, 1998
compared to the previous year's second quarter.
MARKETING, GENERAL, AND ADMINISTRATIVE - In the second quarter ended March 31,
1998, marketing, general and administrative expenses decreased $858,000, or 25%,
from the second quarter ended March 31, 1997. European marketing, general and
administrative spending decreased $300,000, or 41%, due to a favorable exchange
rate variance of $37,000, and a decrease in spending of $263,000, as compared to
the second quarter ended March 31, 1997. This reduction is a direct result of
the European restructuring activities completed by the end of fiscal 1997. In
the second quarter of fiscal 1998, North American marketing, general and
administrative expenses decreased approximately $534,000, or 21%, as compared to
the second quarter of fiscal 1997 due primarily to reduced personnel related
expenses and occupancy costs.
INTEREST - In the quarter ended March 31, 1998, interest expense increased 28%
or $43,000 from the quarter ended March 31, 1997 as a result of increased
borrowings. Interest income decreased $9,000 as compared to the second quarter
of fiscal 1997.
Six months ended March 31, 1998 compared to six months ended March 31, 1997
- ---------------------------------------------------------------------------
REVENUES - For the six months ended March 31, 1998, total sales and service
revenue decreased $3,350,000, or 34%, from the same period ended March 31, 1997.
Total sales revenue for the first six months of fiscal 1998 decreased
$2,528,000, or 65%, from the six month period ended March 31, 1997. Hardware
revenue for the first half of fiscal 1998 decreased $1,149,000, or 91%, as
compared to the same period in fiscal 1997. Total software revenue decreased
$1,380,000, or 52%, as compared to the first six months of fiscal 1997. The
decrease can be attributed to lower sales of PDM and exploration data management
and mapping solutions. North American hardware sales revenue decreased
$813,000, or 89%, while North American software sales revenue decreased
$1,088,000, or 61%, during the first six months of fiscal 1998. European sales
revenue decreased $94,000, or 16%, from the same period in fiscal 1997.
Total service revenue for the six months ended March 31, 1998 decreased
$822,000, or 14%, from the previous year's comparable period. Hardware
maintenance revenue decreased $209,000, or 40%, while software maintenance
revenue increased $176,000, or 5% for the first six months of fiscal 1998 as
compared to the same period of fiscal 1997. Billable service and training
revenue decreased $788,000, or
6
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34% for the six month period ended March 31, 1998, as compared to the prior
year's six month period. North American service revenue, which comprised 80% of
the total worldwide service revenue, decreased $244,000, or 6%, as compared to
the first six months of fiscal 1997. European service revenue decreased
$475,000, or 35%, as compared prior year's six month period ended March 31,
1997.
COST OF SALES AND SERVICE - For the six months ended March 31, 1998, the gross
profit margin on total revenue of 62% increased from 57% in the comparable
period in the prior year. The gross profit margin on sales revenue for the six
months ended March 31, 1998, increased to 80% from 60% for the six months ended
March 31, 1997. Gross profit percentages can fluctuate quarterly based on the
revenue mix of Company-developed software, third party software, services and
hardware.
Gross profit margins for the total service revenue in the first six months of
fiscal 1998 decreased $273,000, yielding a gross margin of 58%, as compared to a
gross margin of 54% in the first six months of fiscal 1997. Gross profit margins
on hardware maintenance declined $90,000 yielding a gross margin of 17% in the
first six months of fiscal 1998, as compared to a gross margin of 27% in the
first six months of fiscal 1997. The reduction in gross profit margins on
hardware maintenance is attributed to the Company' growing utilization of
outside third parties for hardware maintenance services. The software
maintenance gross margin improved to 73% in the first half of fiscal 1998, as
compared to a gross margin of 68% in the first half of fiscal 1997.
RESEARCH AND PRODUCT DEVELOPMENT - Research and development expenses were
approximately 46% of revenue for the six months ended March 31, 1998, and 32% of
revenues for the six months ended March 31, 1997. Total research and
development expenses decreased $199,000, or 6%, for the first half of fiscal
1998 as compared to the same period in fiscal 1997.
MARKETING, GENERAL, AND ADMINISTRATIVE - In the six months ended March 31, 1998,
marketing, general and administrative expenses decreased $1,785,000, or 27%,
from the six months ended March 31, 1997. In the first six months of fiscal
1998, North American marketing, and general and administrative expenses
decreased approximately $1,064,000, or 21%, as compared to the first six months
of fiscal 1997 due to lower personnel related expenses and occupancy costs.
European marketing, general and administrative spending declined $700,000, or
45%, due to an favorable exchange rate variance of $147,000 and a decrease in
spending of $553,000.
INTEREST - In the six months ended March 31, 1998, interest expense increased
40% to $364,000 from $260,000 for the six months ended March 31, 1997. Interest
income decreased $22,000, or 63%, as compared to the same period in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
FINANCIAL CONDITION - At March 31, 1998, the Company had approximately
$1,013,000 in cash and cash equivalents, which was 29% lower than cash balances
at September 30, 1997. The Company's net working capital was a deficit of
approximately $983,000 at March 31, 1998, as compared to $416,000 at September
31, 1997. Other than the uncertainty of future profitability, there are no
known demands, commitments, events, or uncertainties that will result in the
Company's liquidity increasing or decreasing in any material way. At March 31,
1998, the Company had outstanding related party debt of $2,875,000 from an
affiliate of Howard B. Hillman, the Company's President, Chairman of the Board
and principle shareholder. In March 1998, the Company converted $2,000,000 of
the outstanding related-party debt into common stock.
The Company will require additional funds from its majority shareholder to
continue to fund future operating losses. The shareholder has committed, in
writing, to continue providing financial support at least through December 31,
1998. If the Company does not achieve profitability in the near future, it will
7
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS-(continued)
continue to be dependent on its majority shareholder for additional funding and
to continue as a going concern. The Company's long term viability will be in
jeopardy if it is not able to achieve financial independence through improved
results, or should support from its majority shareholder not continue after
December 31, 1998.
CURRENCY FLUCTUATIONS
The Company has three wholly owned subsidiaries and one branch operation. The
three subsidiaries are located in Germany, Canada and the United Kingdom; the
branch is located in Australia. The Company does business in the local
currencies of these countries, in addition to other countries where the
subsidiaries may have customers, such as Norway, Switzerland and Italy. These
local currency revenues and expenses are translated into dollars for U.S.
reporting purposes. A stronger U.S. dollar will decrease the level of reported
U.S. dollar revenues and expenses. Approximately $151,000 of unfavorable
exchange rate variance and a $1,166,000 decrease in revenue volume resulted
in a $1,317,000 decrease in non-U.S. revenue between the quarters ended March
31, 1998 and 1997. These effects on the Company's results of operations could
become significant if the percentage of revenues and expenses attributed to
international operations increases and/or if the dollar fluctuates significantly
against international currencies. The Company's international operations are
also subject to certain risks inherent in doing business abroad and may be
adversely affected by government policies, restrictions, or other factors.
The Company does not use foreign exchange contracts, interest rate swaps, or
option contracts. Foreign currency risk for the Company is limited to
outstanding debt owed to the Company by the subsidiaries. The Company invoices
its subsidiaries in their local currencies for products that are sold to the
subsidiaries' end customers. Upon receipt of payment from the subsidiaries, a
foreign currency gain or loss can occur. For the first six months ended March
31, 1998, the Company had realized a loss of approximately $27,800 through
payments it had received from its subsidiaries as compared to a $3,400 gain for
the same period in 1997.
8
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PART II. OTHER INFORMATION
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Company's annual meeting of stockholders, which was held on January 27,
1998, the Company's stockholders elected the following three persons as
directors, each to serve until the next annual meeting of stockholders or until
his successor is elected and qualified: Howard B. Hillman, Major General
William Usher, USAF (Ret.) and J. Roderick Heller III. All nominees were
elected. In addition, the Company's stockholders affirmed the selection of the
Company's auditors for the ensuing fiscal year. An amendment to the Company's
Special Purpose Stock Option Plan and Incentive Stock Option Plan to increase
the number of shares of common stock available for grant collectively under the
Plans was approved at 1,000,000 shares.
ITEM 5
On February 13, 1998, Mary Lou Schwab, Vice President, Treasurer and principal
Financial and Accounting Officer, resigned from the Company.
ITEM 6(B) REPORTS ON FORM 8-K
No reports on Form 8-k were filed during the quarter for which this report is
filed.
9
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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.
AUTO-TROL TECHNOLOGY CORPORATION
(Registrant)
Date: May 13, 1998 /s/ HOWARD B. HILLMAN
----------------------------------
Howard B. Hillman,
Chairman of the Board, President
(Principal Executive and
Financial Officer and
Principal Accounting Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 1,013
<SECURITIES> 0
<RECEIVABLES> 1,958
<ALLOWANCES> 152
<INVENTORY> 61
<CURRENT-ASSETS> 3,300
<PP&E> 5,898
<DEPRECIATION> 10,721
<TOTAL-ASSETS> 9,604
<CURRENT-LIABILITIES> 4,282
<BONDS> 4,315
0
0
<COMMON> 253
<OTHER-SE> 753
<TOTAL-LIABILITY-AND-EQUITY> 9,604
<SALES> 1,387
<TOTAL-REVENUES> 6,635
<CGS> 272
<TOTAL-COSTS> 2,495
<OTHER-EXPENSES> 7,942
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 364
<INCOME-PRETAX> (4,153)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4,153)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4,153)
<EPS-PRIMARY> (.41)
<EPS-DILUTED> (.41)
</TABLE>
