<PAGE>
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 quarterly period ended September 30, 1994 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 1-1212
--------------------------------------------
Driver-Harris Company
- -------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
New Jersey 22-0870220
- ------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
308 Middlesex Street, Harrison, New Jersey 07029
- -------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone no., including area code (201) 483-4802
------------------
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 practicable date.
Common Stock, $0.83 1/3 par value -- 1,294,539 shares as of November
4, 1994
<PAGE>
DRIVER-HARRIS COMPANY
I N D E X
PART I FINANCIAL INFORMATION PAGE
- ----------------------------- ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1994 and December 31, 1993 . . . . . . . 3
Condensed Consolidated Statements of
Operations - Three and Nine Months ended
September 30, 1994 and September 30, 1993. . . . . . . .4
Condensed Consolidated Statements of Cash Flows -
Nine months ended September 30, 1994 and
September 30, 1993 . . . . . . . . . . . . . . . . . . 5
Condensed Consolidated Pro-Forma Statement of
Operations - Year Ended December 31, 1993. . . . . . . 6
Notes to Financial Statements. . . . . . . . . . . . . .7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . 10
PART II OTHER INFORMATION
- ---------------------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(27) Financial Data Schedule
(b) Reports on Form 8-K
None filed in quarter
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . .13
- ----------
<PAGE>
<TABLE>
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
September 30, December 31,
1994 1993
------------- ------------
ASSETS (Unaudited)
Current assets:
<S> <C> <C>
Cash $ 373 $ 600
Accounts receivable - net 7,134 13,938
Inventories:
Materials 693 2,705
Work in process 592 5,955
Finished products 1,960 4,216
----- ------
3,245 12,876
Due from related company 366
Prepaid expenses 217 533
------ ------
Total current assets 11,335 27,947
Other assets 97 421
Property, plant & equipment - net 4,154 10,241
------ ------
$15,586 $ 38,609
====== ======
LIABILITIES
Current Liabilities:
Short-term borrowings $ 1,814 $ 8,005
Current portion of long-term debt 466 1,581
Accounts payable 5,531 12,867
Accrued expenses 906 3,855
Due to related company 1,326
Income taxes payable 71 220
------- ------
Total current liabilities 8,788 27,854
Long-term debt 2,657 4,098
Deferred income taxes 133 385
Postretirement benefit liabilities 398 538
Investment in related company 1,189 1,459
Due to related company 1,200
Deferred credit - related company 1,324
Sundry liabilities 268 1,854
Stockholders' equity:
Common stock 1,187 1,187
Additional paid-in capital 1,982 1,981
Retained earnings/(deficit) (289) 894
Equity adjustment from translation (2,051) (2,841)
------ -------
Stockholders' equity 829 1,221
------ -------
$15,586 $ 38,609
====== ======
See accompanying notes
<PAGE>
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollar amounts in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED SEPT.30
September 30 Historical Pro-Forma
---------------- ---------------- -------
1994 1993 1994 1993 1994
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net sales - customers $ 6,770 $ 12,587 $ 27,790 $ 41,392 $19,540
- related company 6,884 6,322 23,196 20,912
Other revenues - net 270 85 701 384 723
----- ------ ----- ------ ------
Total Revenues 13,924 18,994 51,687 62,688 20,263
Cost of sales - customers 5,802 10,370 23,186 34,218 16,570
- related company 6,884 6,322 23,196 20,912
----- ------ ------ ------ ------
1,238 2,302 5,305 7,558 3,693
Selling, general and
administrative expenses 1,080 2,335 4,917 7,771 3,078
------ ------ ------ ------ ------
158 (33) 388 (213) 615
Other charges (credits):
Interest expense 146 339 670 1,205 390
Foreign exchange and sundry 6 (64) 62 75 25
Equity in related company 248 156 674 288 1,006
----- ----- ----- ----- -----
Loss before income taxes (242) (464) (1,018) (1,781) (806)
Income taxes 4 85 58 49 42
----- ----- ----- ----- -----
NET LOSS $ (246) $ (549) $(1,076) $ (1,830) $ (848)
===== ===== ===== ===== =====
NET LOSS PER SHARE $ (.19) $ (.42) $ (.83) $(1.41) $ (.66)
==== ==== ==== ==== ====
Average common shares outstanding 1,294,393 1,294,320
See accompanying notes
<PAGE>
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Amounts in thousands)
NINE MONTHS ENDED
September 30
----------------
1994 1993
---- ----
OPERATING ACTIVITIES
<S> <C> <C>
Net loss $(1,076) $ (1,830)
Adjustments to reconcile net loss to net
cash provided:
Depreciation and amortization 826 1,297
Equity in net loss of related company 674 288
Postretirement and termination benefits 136 359
Related company payments (546) 16
Working capital changes (569) 5,071
------ ------
CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (555) 5,201
INVESTING ACTIVITIES
Capital expenditures (1,010) (2,097)
Sundry 33 (175)
------ ------
CASH USED IN INVESTING ACTIVITIES (977) (2,272)
FINANCING ACTIVITIES
Change in short-term debt 293 (2,431)
Issuance of long-term debt 1,110 290
Reduction of long-term debt (1,504) (675)
Loans from related company 1,875*
Cash of companies included
in restructuring (503)
Sundry 1 87
----- -----
CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 1,272 (2,729)
Effect of exchange rate changes on cash 33 (93)
----- -----
Net change in cash (227) 107
Cash at beginning of year 600 676
----- -----
CASH AT END OF PERIOD $ 373 $ 783
===== =====
* As part of the March 18, 1994 restructuring (see Note 2), $1800 of these
loans were extinguished and Harrison Alloys Inc. (Harrison) assumed $1489
of the long-term debt of the Company's subsidiary Driver-Harris Alloys
Inc. (Alloys). In addition effective September 30, 1994, $5807 accounts
payable and other current liabilities of Alloys and a $1617 obligation
by Alloys to Harrison were assumed by the latter in exchange for the
transfer of an equivalent amount of Alloys' assets to Harrison (see Note 3).
See accompanying notes
<PAGE>
DRIVER-HARRIS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED PRO-FORMA STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1993
(Amounts in thousands, except per share data)
(Unaudited)
Transfer Transfer
Foreign Driver-
Hist- Resistance Harris Pro-Forma Pro-Forma
orical Wire Co's. Alloys Inc. Adj. Consol.
------- ---------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
Net Sales - customers $56,167 $32,297 $ $ $23,870
- related company 27,295 27,295
Other revenues 535 161 500 874
------ ------ ------ ------ ------
83,997 32,458 27,295 500 24,744
Costs and expenses:
Cost of sales - customers 45,597 26,590 19,007
- related co. 27,295 27,295
Selling, general and admin. 10,604 7,035 135 3,704
Interest expense 1,696 1,016 (86) 594
Foreign exchange loss(gain)etc. 320 439 (119)
Equity in related company 359 1,928 2,287
------ ------ ------ ------ ------
85,871 35,080 27,295 1,977 25,473
------ ------ ------ ------ ------
Loss before income taxes (1,874) (2,622) 0 (1,477) (729)
Income taxes 118 (107) (22) 203
------ ------ ------ ------ ------
Net loss $(1,992) $(2,515) $ 0 $(1,455) $ (932)
====== ====== ====== ====== ======
Net loss per share $(1.54) $(.72)
===== ====
See accompanying notes
</TABLE>
<PAGE>
NOTES TO FINANCIAL STATEMENTS
1 - Basis of Presentation
These financial statements have been prepared in accordance
with the instructions to Form 10-Q and therefore do not include all
information, disclosures, and notes necessary for a fair
presentation of financial position, results of operations, and cash
flows in conformity with generally accepted accounting principles.
Reference should be made to the financial statements contained in
the Company's Annual Report on Form 10-K for the year ended
December 31, 1993. These financial statements include all
adjustments which are, in the opinion of management, necessary to
a fair presentation of the results for the interim period.
2 - Restructuring of Resistance Wire Operations
The Company, directly and through its subsidiaries, has been
engaged in the business of manufacturing and marketing non-ferrous
metal products, principally electrical resistance wire and
insulated electrical wire and cable. The Company has incurred
significant losses since 1991 primarily as a result of losses
sustained by its Italian subsidiary.
Effective March 18, 1994, the Company restructured certain of
its operations (the Restructure) in order to solve its liquidity
problems and strengthen its competitive position in the industry.
Pursuant to the Restructure, the Company combined its overseas
resistance wire operations with Harrison Alloys Inc. (Harrison) by
(i) forming a holding company, HAI Holding Company Inc. (Holding),
owned fifty percent by the company and fifty percent by a
corporation organized by the former common shareholders of
Harrison; (ii) contributing the Company's overseas resistance wire
manufacturing subsidiaries (subject to liens under certain bank
loans) and its approximately 24% shareholding in Harrison to
Holding; and (iii) causing Harrison to assume significant
obligations of the Company as explained below. In conjunction with
the Restructure, Harrison became a wholly-owned subsidiary of
Holding, which in turn transferred the Driver-Harris subsidiaries
to Harrison. Harrison and Holding are referred to as "related
company" in the accompanying financial statements.
As part of the foregoing transaction, Harrison assumed certain
obligations of the Company and Driver-Harris Alloys Inc., a wholly-
owned subsidiary (Alloys), including $1.8 million of debt incurred
for investment in the Company's Italian subsidiary, $1,489,000 of
loans of Alloys, all potential environmental obligations with
respect to Alloys' U.S. manufacturing facilities, and the Company's
commitment to share with Harrison the cost of health care and life
insurance benefits for certain retirees. As additional
consideration to the Company, Harrison is required to make
aggregate cash payments of $300,000 during 1994; it is also
required to pay license fees and commissions totaling $500,000 per
year from 1994 to 2003.
Outside financing for this transaction was derived essentially
from two sources: (i) an increase of $1,100,000 in an asset-based
revolving credit facility of Harrison; and (ii) an addition of
$640,000 to a mortgage loan under which Harrison and Alloys are
jointly and severally liable. As collateral for these loans,
Alloys granted to the lenders liens on its inventories and
machinery and equipment with varying priorities; furthermore, two
officer/directors of the Company pledged their personal holdings of
the Company's capital stock. All of Alloys' pledged assets were
transferred by it to Harrison effective September 30, 1994 (see
Note 3). The collateralized obligations had been assumed by
Harrison in the March 18, 1994 restructuring.
The aggregate mortgage loan, as amended for the additional
borrowing, requires monthly interest and principal payments of
$85,000 compared with $50,000 theretofore, a principal prepayment
of approximately $155,000 on August 31, 1994 (which was made on
November 17, 1994) and a final payment of approximately $1,107,000
on January 1, 1995 (versus $954,000 previously). Furthermore, a
U.S. bank loan, which is guaranteed by the Company, was amended to
require annual additional payments of $50,000, starting in 1995.
The foregoing transaction did not result in recognition of any
immediate gain or loss. For financial reporting purposes, the
restructuring was effected as of March 31, 1994. Deferred credits
aggregating $1,489,000 arising from the restructure will be
amortized over 5 years. Accordingly, $74,000 and $149,000,
respectively, has been credited to operations for the quarter and
nine months ended September 30, 1994.
3 - Divestiture of Assets of Driver-Harris Alloys Inc.
On November 29, 1994, effective September 30, 1994, Driver-
Harris Alloys Inc. (Alloys), a wholly-owned subsidiary of the
Company, transferred substantially all of its assets to Harrison
Alloys Inc. (Harrison), a company in which the Registrant owns a
50% interest (see Note 2), in exchange for the assumption by
Harrison of an equivalent amount of liabilities (all assets and
liabilities are taken into account at net book value). This
transaction was the result of the exercise by Harrison on June 14,
1994 of an option granted in 1987. The transferred assets consist
principally of inventory and equipment located at the Harrison and
Somerset, NJ and Spartanburg, SC plants of Alloys as well as the
land and factory building in Somerset, NJ. These assets
constituted the U.S. portion of the Company's resistance wire
manufacturing business; the foreign portion had been transferred to
Harrison in the March 18, 1994 restructuring described in Note 2.
No gain or loss resulted from this transaction which was recorded
as of September 30, 1994. Since Alloys contractually operated at
a break-even level, the foregoing asset transfer has no effect on
future operating results.
As part of the foregoing transaction, all agreements between
Harrison, Alloys, and the Company, relating to the manufacture,
financing, and distribution of products in the U.S., were
terminated effective September 30, 1994.
Under the New Jersey Industrial Site Recovery Act certain
clean-up procedures must be completed with respect to the New
Jersey locations. Harrison has assumed all of the obligations and
liabilities of the Registrant and Alloys under any federal and
state environmental laws pursuant to the March 1994 restructuring.
After divestiture of the assets of Alloys, the Company, in
addition to its 50% ownership of Harrison, continues to own Irish
Driver-Harris Co. Ltd., a producer of insulated electrical wire and
cable, and Quality Heat Treatment Pty. Ltd., a company in the
furnace manufacturing and heat treating business.
4 - Pro-Forma Financial Information
The accompanying financial statements include a consolidated
pro-forma statement of operations for the nine months ended
September 30, 1994 after giving effect to the Restructure on March
18, 1994 (see Note 2) and the Alloys divestiture (see Note 3) as if
both transactions had occurred on January 1, 1994. A consolidated
pro-forma statement of operations for the year ended December 31,
1993, which gives effect to both of these transactions as if they
had occurred on January 1, 1993, is included separately in this
Form 10-Q. The pro-forma data do not include any provision for
potential restructuring costs should Harrison decide to rationalize
certain manufacturing facilities.
5 - Change of Subsidiary's Fiscal Year
During 1994, Irish Driver-Harris Co. Ltd. changed from a
fiscal year ending November 30, to the calendar year. The net loss
for the month of December 1993 ($107,000), was charged directly to
retained earnings.
6 - Waiver of Non-Compliance with Loan Covenant
The U.S. banks have waived non-compliance with a loan covenant
until January 1, 1995.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Financial Condition
The Company has incurred significant losses since 1991
primarily as a result of losses sustained by its Italian
subsidiary. Effective March 18, 1994, the Company restructured its
operations (the "Restructure") in order to solve its liquidity
problems and strengthen its competitive position in the industry.
Pursuant to the Restructure, the Company combined its overseas
resistance wire operations with Harrison Alloys Inc. (Harrison) by
(i) forming a holding company, HAI Holding Company Inc. (Holding),
owned fifty percent by the Company and fifty percent by a
corporation organized by the former common shareholders of
Harrison; (ii) contributing the Company's overseas resistance wire
manufacturing subsidiaries (subject to liens under existing bank
loans) and its approximately 24% shareholding in Harrison to
Holding; and (iii) causing Harrison to assume significant
obligations of the Company as explained below. In conjunction with
the Restructure, Harrison became a wholly owned subsidiary of
Holding, which in turn transferred the Driver-Harris subsidiaries
to Harrison.
As part of the foregoing transaction, Harrison assumed certain
obligations of the Company and Driver-Harris Alloys Inc., a wholly-
owned subsidiary (Alloys), including $1.8 million of debt incurred
for investment in the Company's Italian subsidiary, $1,489,000 of
loans of Alloys, all potential environmental obligations with
respect to Alloys' U.S. manufacturing facilities, and the Company's
commitment to share with Harrison the cost of health care and life
insurance benefits for certain retirees. As additional
consideration to the Company, Harrison is required to make
aggregate cash payments of $300,000 during 1994; it is also
required to pay license fees and commissions totaling $500,000 per
year from 1994 to 2003.
For further details of this transaction reference is made to
Note 2 to the financial statements.
In consummating the Restructure, Driver-Harris and Harrison
expect the unified organization to benefit from economies and
efficiencies in marketing, production, and product design available
through a combination of the two businesses and from a potentially
greater worldwide market share derived from a stronger market
presence. However, these benefits are accompanied by certain
risks, which are concentrated primarily on the highly leveraged
debt structure of Harrison, a substantial portion of which the
Company and its subsidiaries are directly or contingently liable
for. Harrison may also be exposed to major expenditures if it
decides to rationalize certain manufacturing operations.
Additionally, the Company will be dependent on Harrison for the
major portion of its U.S. cash flow and the discharge of the
aforementioned U.S. obligations or potential obligations.
Effective September 30, 1994, Alloys transferred substantially
all of its assets to Harrison in exchange for the assumption by
Harrison of an equivalent amount of liabilities (all assets and
liabilities are taken into account at net book value). This
transaction was the result of the exercise by Harrison on June 14,
1994 of an option granted in 1987. The transferred assets consist
principally of inventory and equipment located at the Harrison and
Somerset, NJ and Spartanburg, SC plants of Alloys as well as the
land and factory building in Somerset, NJ. These assets
constituted the U.S. portion of the Company's resistance wire
manufacturing business; the foreign portion had been transferred to
Harrison in the March 18, 1994 restructuring. No gain or loss
resulted from this transaction. Since Alloys contractually
operated at a break-even level, the foregoing asset transfer has no
effect on future operating results.
As part of the foregoing transaction, all agreements between
Harrison, Alloys, and the Company, relating to the manufacture,
financing, and distribution of products in the U.S., were
terminated effective September 30, 1994.
Under the New Jersey Industrial Site Recovery Act certain
clean-up procedures must be completed with respect to the New
Jersey locations. Harrison has assumed all of the obligations and
liabilities of the Registrant and Alloys under any federal and
state environmental laws pursuant to the March 1994 restructuring.
After the foregoing transactions, the Company, in addition to
its 50% ownership of Harrison, continues to own Irish Driver-Harris
Co. Ltd., a producer of insulated electrical wire and cable, and
Quality Heat Treatment Pty. Ltd., a company in the furnace
manufacturing and heat treating business.
Results of Operations
The accompanying consolidated statements of operations for
1994 represent the operations of the Company before the
restructuring with Harrison through March 31, 1994 and the
operations after the restructuring for the remainder of the period.
Accordingly, the Company's consolidated net sales and expenses for
the period after March 31, 1994 exclude the operations transferred
to Harrison in March 1994. The operations of Alloys, whose assets
were divested effective September 30, 1994, are included in the
accompanying consolidated statement of operations through such
date. The pro-forma consolidated data for the nine months ended
September 30, 1994, give effect to the restructuring and the
divestiture of the assets of Alloys, as if both transactions had
occurred on January 1, 1994; such data do not include any provision
for potential restructuring costs should Harrison decide to
rationalize certain manufacturing facilities.
Net sales to customers of operating units continuing as part
of the Company after the restructuring, increased 16.0% for the
nine months ended September 30, 1994 and 24.7% for the latest
quarter, compared with the same periods in 1993. On average,
selling prices during the nine months of 1994 did not vary markedly
from the same period in 1993; however for the third quarter of
1994, prices were substantially higher than last year and the
effect of a lower U.S. dollar was to raise the U.S. equivalent of
foreign subsidiaries' sales. Unit volume in the nine months of
1994 was up significantly, accounting for essentially the entire
increase in sales over 1993; for the third quarter, 1994 unit
volume was up to a lesser extent.
Sales to related company are to Harrison, a 50%-owned
affiliate since the March 18, 1994 transaction described under
"Financial Condition" above. Pursuant to an agreement with Alloys,
selling prices are equal to the subsidiary's costs and expenses.
The Company's relationship with Harrison dates back to 1985
when Alloys was reorganized by transferring certain of its assets
to newly organized Harrison, in consideration for the assumption by
the latter of a large portion of Alloys' bank debt which the
Company guaranteed, and the issuance of certain non-voting Harrison
capital stock to Alloys. Since then Harrison has provided the
predominant share of debt service. While the combined Harrison and
Alloys bank borrowings have been significantly reduced since 1985,
Harrison and Driver-Harris Company have a common interest in
managing the U.S. operations to maximize the cash flow available
for debt service.
Increases in basic raw material costs of the continuing group
during the 1994 year to date and three month periods could not be
fully recovered from sales prices. This resulted in lower gross
profit percentages in the current year compared with 1993. In
addition, these operating units had foreign exchange gains of
$202,000 and $80,000 in the nine and three month periods in 1993,
respectively, compared with losses of $39,000 and $6,000 in these
periods in 1994.
The Company's equity in the operations of Harrison was a
charge of $674,000 for the nine months ended September 30, 1994 and
$248,000 for the third quarter of 1994. While still a negative
result, it shows improvement in performance compared with the
second quarter loss of $361,000 and a $397,000 pro-forma loss for
the first quarter.
The disproportionate income tax provision in the 1994 and 1993
periods is principally a result of the fact that no tax benefits
are available or can be anticipated as to subsidiaries and
affiliated companies experiencing losses. The utilization of tax
loss carryforwards provided tax benefits of $75,000 and $50,000 in
the nine month periods in 1994 and 1993, respectively.
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.
DRIVER-HARRIS COMPANY
Date: November 29, 1994 By Frank L. Driver IV
----------------------- ---------------------------
Frank L. Driver IV
President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's Condensed Consolidated Balance Sheet at September 30, 1994 and the
Company's Condensed Consolidated Statement of Operations for the nine months
ended September 30, 1994, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 373
<SECURITIES> 0
<RECEIVABLES> 7395
<ALLOWANCES> 261
<INVENTORY> 3245
<CURRENT-ASSETS> 11335
<PP&E> 5595
<DEPRECIATION> 1441
<TOTAL-ASSETS> 15586
<CURRENT-LIABILITIES> 8788
<BONDS> 2657
<COMMON> 1187
0
0
<OTHER-SE> (358)
<TOTAL-LIABILITY-AND-EQUITY> 15586
<SALES> 50986
<TOTAL-REVENUES> 51687
<CGS> 46382
<TOTAL-COSTS> 46382
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 115
<INTEREST-EXPENSE> 670
<INCOME-PRETAX> (344)
<INCOME-TAX> 58
<INCOME-CONTINUING> (1076)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1076)
<EPS-PRIMARY> (.83)
<EPS-DILUTED> (.83)
</TABLE>
