United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment I
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from.....to....
Commission file number 0-9378
ENEX RESOURCES CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 93-0747806
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Suite 200, Three Kingwood Place
Kingwood, Texas 77339
(Address of principal executive offices)
Issuer's telephone number (713) 358-8401
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date.
Class Outstanding at May 10, 1996
Common Stock, $.05 par value 1,374,156
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<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ENEX RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
ASSETS 1996 1995
----------------- --------------
(Unaudited)
(Restated)
CURRENT ASSETS:
<S> <C> <C>
Cash and certificates of deposit $ 201,269 $ 1,007,144
Accounts receivable:
Managed limited partnerships 699,394 756,741
Oil and gas sales 992,079 862,529
Joint owner 171,567 325,816
Receivable from property sales - 123,202
Notes receivable from managed limited
partnerships 20,039 16,902
Federal income tax receivable 98,614 98,614
Prepaid expenses & other current assets 645,356 697,664
Deferred tax asset - current portion 109,706 112,174
------------- ---------------
Total current assets 2,938,024 4,000,786
------------- ---------------
PROPERTY:
Oil & gas properties (Successful efforts
accounting method) Proved mineral
interests and related equipment & facilities:
Direct ownership 7,219,786 8,134,074
Derived from investment in managed
limited partnerships 9,913,396 10,729,113
Furniture, fixtures and other (at cost) 342,835 341,507
------------- ---------------
Total property 17,476,017 19,204,694
------------- ---------------
Less accumulated depreciation,
depletion and amortization 8,874,758 7,250,769
------------- ---------------
Property, net 8,601,259 11,953,925
------------- ---------------
OTHER ASSETS
Receivable from managed limited
partnerships for start-up costs 1,770,496 2,171,636
Deferred tax asset 565,326 536,256
Other receivable 151,002 156,252
Deferred organization expenses and other 6,894 8,233
------------- ---------------
Total other assets 2,493,718 2,872,377
------------- ---------------
TOTAL $ 14,033,001 $ 18,827,088
============= ===============
</TABLE>
See accompanying notes to consolidated financial statements.
- -------------------------------------------------------------------------------
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<TABLE>
<CAPTION>
ENEX RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------
MARCH 31, DECEMBER 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1996 1995
------------------- ---------------------
(Unaudited)
(Restated)
CURRENT LIABILITIES:
<S> <C> <C>
Accounts payable $ 334,157 $ 853,944
Current portion of long-term debt 145,000 850,000
------------------- -----------------------
Total current liabilities 479,157 1,703,944
------------------- -----------------------
COMMITMENTS AND
CONTINGENT LIABILITIES
------------------- -----------------------
TOTAL LIABILITIES 479,157 1,703,944
------------------- ---------------------
MINORITY INTEREST 1,461,806 1,660,932
------------------- ---------------------
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value;
$5,000,000 shares authorized;
no shares issued
Common stock, $.05 par value;
10,000,000 shares authorized;
1,676,342 shares issued at March 31, 1996 and
1,642,859 shares issued at December 31, 1995 83,817 82,143
Additional paid-in capital 10,077,611 9,944,967
Retained earnings 3,471,236 7,041,773
Less cost of treasury stock;
302,186 shares at March 31, 1996 and
315,136 shares at December 31, 1995 (1,540,626) (1,606,671)
------------------- -----------------------
TOTAL STOCKHOLDERS' EQUITY 12,092,038 15,462,212
------------------- -----------------------
TOTAL $ 14,033,001 $ 18,827,088
=================== =======================
</TABLE>
See accompanying notes to consolidated financial statements.
- -----------------------------------------------------------------------------
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<TABLE>
<CAPTION>
ENEX RESOURCES CORPORATION
STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------
(UNAUDITED)
THREE MONTHS ENDED
-----------------------------------------------
March 31, March 31,
1996 1995
----------------- -----------------
(Restated)
REVENUES:
<S> <C> <C>
Oil and gas sales $ 1,599,903 $ 1,557,540
Gas plant sales 212,575 176,453
Other revenues 60,049 24,920
Interest income 9,481 18,481
----------------- -----------------
Total revenues 1,882,008 1,777,394
----------------- -----------------
EXPENSES:
General and administrative 477,243 413,784
Lease operating and other expenses 586,001 557,078
Gas purchases and plant operating expenses 159,309 125,668
Production taxes 91,699 100,740
Depreciation, depletion and amortization 263,451 470,842
Impairment of assets 3,909,986 -
Interest expense 10,603 51,524
----------------- -----------------
Total expenses 5,498,292 1,719,636
----------------- -----------------
Earnings (loss) before minority interest
and income taxes (3,616,284) 57,758
----------------- -----------------
MINORITY INTEREST 19,145 46,799
----------------- -----------------
EARNINGS (LOSS) BEFORE INCOME TAXES (3,597,139) 104,557
----------------- -----------------
INCOME TAX CREDIT:
Deferred (26,602) (71,884)
----------------- -----------------
NET INCOME (LOSS) $ (3,570,537) $ 176,441
================= =================
PRIMARY EARNINGS (LOSS) PER SHARE $ (2.49) $ 0.13
================= =================
FULLY DILUTED EARNINGS (LOSS) PER SHARE $ (2.49) $ 0.13
================= =================
</TABLE>
See accompanying notes to consolidated financial statements.
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<TABLE>
<CAPTION>
ENEX RESOURCES CORPORATION
STATEMENTS OF CASH FLOWS
- ------------------------------------------------------------------------------
(UNAUDITED) THREE MONTHS ENDED
----------------------------------------
MARCH 31, MARCH 31,
1996 1995
------------------- ------------------
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) $ (3,570,537) $ 176,441
------------------- ------------------
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation, depletion and amortization 263,451 470,842
Impairment of assets 3,909,986 -
Increase in deferred tax asset (26,602) (71,884)
Noncash expense from stock purchase plan 100,363 201,000
Gain from sale of property (54,416) -
Minority interest share of net income after distributions (199,128) (46,799)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable 323,378 (202,426)
(Increase) in prepaid expenses & other assets (175,726) (37,346)
(Decrease) in accounts payable (560,182) (631,706)
------------------- ------------------
Net cash provided (used) by operating activities 10,587 (141,878)
------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property 69,051 -
Property additions (312,404) (328,606)
Receipt of payment on notes receivable from
managed limited partnerships 9,484 24,954
------------------- ------------------
Net cash used by investing activities (233,869) (303,652)
------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt - 260,000
Repayment of long-term debt (705,000) (100,000)
Proceeds from exercise of stock options 100,000 39,000
------------------- ------------------
Net cash provided (used) by financing activities (605,000) 199,000
------------------- ------------------
NET DECREASE IN CASH (828,282) (246,530)
CASH AT BEGINNING OF YEAR 1,007,144 647,485
------------------- ------------------
CASH AT END OF QUARTER $ 178,862 $ 400,955
=================== ==================
</TABLE>
See accompanying notes to financial statements.
- -----------------------------------------------------------------------------
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<PAGE>
ENEX RESOURCES CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General - Enex Resources Corporation (the "Company") acquires interests
in producing oil and gas properties and manages investment limited
partnerships. At March 31, 1996, the Company served as managing general
partner for the 41 publicly offered limited partnerships of Enex
Program I Partners, L.P., Enex Oil & Gas Income Programs II, III, IV,
V, VI, Enex Income and Retirement Fund, Enex 88-89 Income and
Retirement Fund, and Enex 90-91 Income and Retirement Fund,
(collectively, the "Partnerships"). The Partnerships own $156 million,
at cost, of proved oil and gas properties in which the Company
generally has a 10% interest as the general partner in addition to its
proportional interest as a limited partner of approximately 4% to 53%.
Accumulated depreciation and depletion for such oil and gas properties
at March 31, 1996 was $141 million.
The interim financial information included herein is unaudited;
however, such information reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of results for the
interim periods.
Income Per Share - Primary and fully diluted earnings per share are
based on the weighted average number of common shares outstanding and
common stock equivalents outstanding during the respective periods. The
weighted average number of shares used to compute primary and fully
diluted earnings per common share was:
Primary Fully Diluted
---------------- --------------
Quarter ended March 31, 1996 1,432,922 1,432,922
Quarter ended March 31, 1995 1,386,864 1,386,864
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2. DEBT
The long-term debt at March 31, 1996 consists of a $145,000 loan from a
bank under a $2.8 million revolving line of credit collateralized by
substantially all of the assets of the Company. The bank loan proceeds
were primarily utilized to purchase producing oil and gas properties
and additional interests in managed limited partnerships. The bank loan
bears interest at a rate of prime plus three-quarters of one percent
(3/4%) or an average rate of 9.00% and 9.29% in the first quarter of
1996 and 1995, respectively. Principal payments of $705,000 and
$100,000 were made in the first quarter of 1996 and 1995, respectively.
The debt was completely repaid in May, 1996.
3. COMMITMENTS AND CONTINGENT LIABILITIES
As general partner, the Company is contingently liable for all debts
and actions of the managed limited partnerships. However, in
management's opinion, the existing assets of the limited partnerships
are sufficient to satisfy any such partnership indebtedness.
4. NOTES RECEIVABLE FROM MANAGED LIMITED PARTNERSHIPS
On December 29, 1994, in order to partially finance the purchase of a
property acquisition, a managed limited partnership borrowed a net
$60,572 from the Company. The resulting note receivable bears interest
at the Company's borrowing rate of prime plus three-fourths of one
percent, or a weighted average 9.00% and 9.75% in the first quarter of
1996 and 1995, respectively. Principal payments of $9,484 and $24,954
were received on the note receivable in the first quarter of 1996 and
1995, respectively.
5. IMPAIRMENT OF ASSETS
The Financial Accounting Standards Board has issued Statement of
Financial Accounting Standard ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," which requires certain assets to be reviewed for
impairment whenever events or circumstances indicate the carrying
amount may not be recoverable. This standard requires the evaluation of
oil and gas assets on an individual property basis versus a
company-wide basis. In the first quarter of 1996, the Company
implemented SFAS 121 and recognized a non-cash impairment provision of
$3,909,986 for certain oil and gas properties and other assets.
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<PAGE>
6. INCOME TAXES
The Company recognized a deferred tax credit of $26,602 and $71,884 in
the first quarter of 1996 and 1995, respectively.
Deferred income taxes reflect the net tax of temporary differences
between the carrying amount of assets and liabilities for financial
reporting purposes and the amount used for income tax purposes. The tax
effects of significant items comprising the Company's net deferred tax
asset as of March 31, 1996, are as follows:
Difference between tax and book net property
basis $ 432,729
Difference between basis in managed limited
partnerships for financial reporting purposes
and income tax purposes 4,308,259
Intangible drilling costs which remain
capitalized for financial reporting purposes
which were deducted for federal income tax (77,928)
purposes
Timing difference from lawsuit contingency (50,683)
Other, net 61,999
Net operating loss carryforward (expires 2009) 602,248
----------------
Deferred tax asset 5,276,624
Valuation allowance (4,601,592)
----------------
Net deferred tax asset $ 675,032
================
The valuation allowance reserves the net deferred tax asset at March 31, 1996,
due to uncertainties inherent in the oil and gas market.
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<PAGE>
7. RESTATEMENT
In Reviewing the impairment of assets which was recorded in the first
quarter of 1996, it was noted that costs associated with the plugging
and abandonment of the Florida acquisition were omitted in the
calculation. Accordingly, the Company has restated its consolidated
financial statements to include the charges in the calculation of the
impairment.
The effects of the restatement are summarized as follows:
For the quarter ended March 31, 1996
As Previously As Previously
Reported Reported
Revenues $ 1,882,008 $ 1,882,008
Impairment of Property 3,99,986 3,640,063
Expenses 5,498,292 5,228,369
Loss Before Income Taxes (3,597,139) (3,327,216)
Net Loss (3,570,537) (3,300,614)
Primary Loss Per Share (2.49) (2.30)
Fully Diluted Loss Per Share (2.49 (2.30)
I-8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR
PLAN OF OPERATION
In the first quarter of 1996, higher oil and gas prices increased oil and gas
revenues and earnings. The Company recorded a $3.9 million noncash write-down of
the Company's assets in accordance with the Financial Accounting Standards
Board's Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of," resulting in a loss of $3.6 million for the first quarter of 1996.
Excluding this charge, net income was $280,989 or $.20 per share in the first
quarter of 1996 as compared to $176,441 or $.13 per share in the first quarter
of 1995.
Liquidity and Capital Resources
The higher oil and gas prices in the first quarter of 1996 increased the
Company's cash flow from operations. Cash flow from operations increased to
$10,587 in the first quarter of 1996 as compared with $141,878 used by
operations in the same period of 1995. This represents an increase of $152,465.
The higher cash flow was primarily the result of a $323,378 decrease in accounts
receivable in the first quarter of 1996 as compared to a $202,426 increase in
accounts receivable in 1995. The Company lowered accounts payable by $560,182
and $631,706 in the first quarter of 1996 and 1995, respectively. To this cash
flow from operations, net payments received on notes receivable from managed
limited partnerships added $9,484 and $24,954 in the first quarter of 1996 and
1995, respectively. Proceeds from the exercise of stock options added $100,000
and $39,000, in the first quarter of 1996 and 1995, respectively, while net
borrowings against a bank line of credit added $160,000 in 1995.
In the first quarter of 1996, the Company utilized its cash flow to repay the
bank loan and purchase additional reserves and limited partnership interests.
The Company repaid $705,000 of the bank loan in the first quarter of 1996. The
remaining $145,000 debt was repaid in May, 1996. A total of $312,404 was used
for the improvement of proved oil and gas properties and the acquisition of
limited partnership interests. The Company utilized the funds to purchase
partnership interests and drill wells in the Schlensker and Dent acquisitions.
In the first quarter of 1995, the Company utilized its cash flow to purchase
additional reserves and limited partnership interests. A total of $328,606 was
used for the acquisition and improvement of proved oil and gas reserves. The
Company utilized the funds to purchase partnership interests, drill wells on the
FEC, O' Neil and A&W acquisitions, participate in a waterflood expansion program
at Shafter Lake and recomplete wells in the McBride and Florida acquisitions.
Working capital was $2,458,867 at March 31, 1996 as compared to $2,296,842 at
December 31, 1995. At March 31, 1996, the Company's current ratio was 6.13 to
one and its debt to equity ratio was 1%, as total debt was $145,000.
I-9
<PAGE>
Results of Operations
The Company reported a net loss in the first quarter of 1996 of $3,570,537, or
$2.49 per share. This includes a $3,909,986 nonrecurring charge due to the
implementation of SFAS 121. Excluding this charge, net income was $280,989 or
$.20 as compared to $176,441, or $.13 per share, in the first quarter of 1995.
The increase in net income in 1996 was primarily attributable to higher prices
for oil and gas.
Oil and gas sales were $1,599,903 in the first quarter of 1996 versus $1,557,540
in the corresponding period of 1995. This increase of $42,363 was due primarily
to higher oil and gas prices in 1995, partially offset by lower oil and gas
production. Gas revenues increased by $88,560 or 13% from $705,180 in the first
quarter of 1995 to $793,740 in the first quarter of 1996. This increase was
primarily a result of a 21% increase in average gas prices, which increased gas
revenues by $139,774. The price increase was partially offset by a 7% decrease
in gas production. The increase in gas prices corresponds with changes in the
overall market for the sale of gas. The decrease in gas production was primarily
due to natural production declines.
Oil revenues decreased by $85,719, or 10%, from $852,360 in the first quarter of
1995 to $806,163 in the first quarter of 1996. A 16% decrease in oil production
reduced sales by $134,178. This decrease was partially offset by a 12% increase
in average oil prices. The decrease in oil production was primarily due to
natural production declines. The increase in average oil prices corresponds with
higher prices in the overall market for the sale of oil.
Gas plant sales increased by $36,122 or 20% from $176,453 in the first quarter
of 1995 to $212,575 in the first quarter of 1996. A 21% increase in the average
sales price of gas plant product increased sales by $36,280. This increase was
slightly offset by a slight decrease in the production of gas plant products.
The increase in the average sales price of gas plant products corresponds with
higher prices in the overall market for the sale of gas plant products.
Other revenues were $60,049 and $24,920 in the first quarter of 1996 and 1995,
respectively. This increase of $35,129 was primarily due to gains from sales of
properties of $54,416 in the first quarter of 1996.
General and administrative expenses were $477,243 in the first quarter of 1995
versus $413,784 in the corresponding period in 1996. The increase of $63,459 was
primarily a result of the Company retaining a larger portion of the general and
administrative expenses allocated to its managed limited partnerships.
Lease operating and other expenses increased from $557,078 in the first quarter
of 1995 to $586,001 in the first quarter of 1996. The increase of $28,923 or 5%
was primarily a result of workover expenses incurred on the McBride and Florida
acquisitions.
Depletion, depreciation and amortization ("DD&A") expense decreased from
$470,842 in the first quarter of 1995 to $263,451 in the first quarter of 1996.
This represents a decrease of $207,391 or 44%. A 38% decrease in the depletion
rate reduced DD&A expense by $161,980. The changes in production, noted above,
reduced DD&A expense by an additional $45,411. The decrease in the
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<PAGE>
depletion rate was primarily due to the lower property basis resulting from the
recognition of a $3,909,986 impairment during the first quarter of 1996.
In the first quarter of 1996, the Company incurred $1,122 of net interest
expense as compared to $33,043 in the first quarter of 1995. The decrease in net
interest expense is a result of the repayment of the bank debt during 1995 and
the first quarter of 1996.
In the first three months of 1996, the Company recorded an income tax credit of
$26,602 as compared to a credit of $71,884 in the first quarter of 1995. The
credits are primarily a result of the Company's continued utilization of its
deferred tax asset which resulted from the acquisition of properties with a
higher tax basis. At March 31, 1996, the Company had a substantial net deferred
tax asset of $5,276,624. Due to uncertainties inherent in the oil and gas
market, a valuation allowance reserved all but $675,032 of the net deferred tax
asset.
Future Outlook
Higher prices for oil and gas in the first quarter of 1996, increased net income
and allowed the Company to completely repay its bank loan in May 1996. Enex has
positioned itself to take advantage of business favorable business
opportunities.
We continue to evaluate potential joint ventures or business combinations in
order to maximize shareholder value. Cash flow will be used to reduce debt and
acquire additional producing properties. The Company has evaluated several
drilling locations for further development. While the Company has no other
material commitments for capital, a line of credit is maintained which allows
the Company to respond to acquisition and investment opportunities.
I-11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities.
None
Item 3. Defaults Upon Senior Securities.
Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
Not Applicable
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
(2) Not Applicable
(4) (a) Articles Fourth, Sixth, Seventh,
Fourteenth, Fifteenth, Seventeenth and
Twentieth of the Company's Certificate of
Incorporation and Article II of the
Company's By-Laws. Incorporated by reference
to the Company's Annual Report on Form
10-KSB for the fiscal year ended December
31, 1992, where the same appeared as part of
Exhibits 3(a) and 3(b).
(b) Form of Rights Agreement dated as of September 4,
1990 between the Company's predecessor-in-interest,
Enex Resources Corporation, a Colorado corporation
(the"Predecessor") and American Securities
Transfer, Incorporated as Rights Agent, which
includes as exhibits thereto the Form of Rights
Certificate and the Summary of Rights to
Purchase Common Stock. Incorporated by reference
to the Predecessor's Current Report on Form 8-K,
dated as of September 4, 1990, where the same
appeared as Exhibit 4.
(11) Not Applicable
II-1
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(15) Not Applicable
(18) Not Applicable
(19) Not Applicable
(20) Not Applicable
(23) Not Applicable
(24) Not Applicable
(25) Not Applicable
(28) Not Applicable
(b) Reports on Form 8-K
The Company filed no reports on Form 8-K during the quarter
ended March 31, 1996.
II-2
<PAGE>
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 hereunto duly authorized.
ENEX RESOURCES CORPORATION
(Registrant)
By: /s/ R. E. Densford
------------------
R. E. Densford
Vice President, Secretary
Treasurer and Chief Financial
Officer
April 24, 1997 By: /s/ James A. Klein
-------------------
James A. Klein
Controller and Chief
Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000314864
<NAME> ENEX RESOURCES CORPORAION
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> dec-31-1996
<PERIOD-START> jan-01-1996
<PERIOD-END> mar-31-1996
<CASH> 201269
<SECURITIES> 0
<RECEIVABLES> 2040151
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2938024
<PP&E> 17476017
<DEPRECIATION> 8874758
<TOTAL-ASSETS> 14033001
<CURRENT-LIABILITIES> 479157
<BONDS> 0
0
0
<COMMON> 10161428
<OTHER-SE> 1930610
<TOTAL-LIABILITY-AND-EQUITY> 14033001
<SALES> 1812478
<TOTAL-REVENUES> 1882008
<CGS> 847612
<TOTAL-COSTS> 5021049
<OTHER-EXPENSES> 477243
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10603
<INCOME-PRETAX> 0
<INCOME-TAX> (26602)
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
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<CHANGES> 0
<NET-INCOME> (3570537)
<EPS-PRIMARY> (2.49)
<EPS-DILUTED> (2.49)
</TABLE>