<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
---------------------------------------
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 0-10007
-------
COLONIAL GAS COMPANY
--------------------------------------------------------
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-3480443
------------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE BEACON STREET, BOSTON, MASSACHUSETTS 02108
-----------------------------------------------
(Address of principal executive offices)
(Zip Code)
617-742-8400
--------------------------------------------------
(Registrant's telephone number, including area code)
40 Market Street, Lowell, Massachusetts 01852
----------------------------------------------------
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 ___
---
Common stock of Registrant at the date of this report was 100 shares, all held
by Eastern Enterprises.
<PAGE>
Page 2
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
Company or group of companies for which report is filed:
COLONIAL GAS COMPANY AND SUBSIDIARY ("Company")
Consolidated Statements of Earnings
- -----------------------------------
<TABLE>
<CAPTION>
(In Thousands)
One Month Two Months Three Months
Ended Ended Ended
------------- ------------ -------------
September 30, August 31, September 30,
1999 1999 1998
------- ------ -------
(Predecessor) (Predecessor)
<S> <C> <C> <C>
OPERATING REVENUES $ 4,446 $ 9,052 $12,347
Cost of gas sold 2,285 4,846 5,757
------- ------- -------
Operating Margin 2,161 4,206 6,590
OPERATING EXPENSES:
Operations 2,370 6,301 7,935
Maintenance 366 1,088 1,187
Depreciation and amortization 1,127 2,521 3,524
Amortization of Goodwill 502 - -
Income taxes (1,186) (3,858) (3,250)
Merger Related Expenses - 3,025 -
------- ------- -------
Total Operating Expenses 3,179 9,077 9,396
------- ------- -------
OPERATING EARNINGS (LOSS) (1,018) (4,871) (2,806)
------- ------- -------
OTHER EARNINGS, NET 29 85 53
------- ------- -------
EARNINGS (LOSS) BEFORE INTEREST EXPENSE (989) (4,786) (2,753)
------- ------- -------
INTEREST EXPENSE:
Long-term debt 711 1,423 1,996
Other, including amortization
of debt expense 577 248 640
Less - Interest during construction (1) (57) (176)
------- ------- -------
Total Interest Expense 1,287 1,614 2,460
------- ------- -------
NET EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK $(2,276) $(6,400) $(5,213)
======= ======= =======
COMMON STOCK DIVIDENDS $ - $ - $ 3,041
======= ======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 3
PART I. FINANCIAL INFORMATION
------------------------------
ITEM 1. FINANCIAL STATEMENTS
- -----------------------------
Company or group of companies for which report is filed:
COLONIAL GAS COMPANY AND SUBSIDIARY ("Company")
Consolidated Statements of Earnings
- -----------------------------------
<TABLE>
<CAPTION>
(In Thousands)
One Month Eight Months Nine Months
Ended Ended Ended
------------- ------------ -------------
September 30, August 31, September 30,
1999 1999 1998
------- -------- --------
(Predecessor) (Predecessor)
<S> <C> <C> <C>
OPERATING REVENUES $ 4,446 $122,626 $115,854
Cost of gas sold 2,285 65,320 59,174
------- -------- --------
Operating Margin 2,161 57,306 56,680
OPERATING EXPENSES:
Operations 2,370 23,679 24,292
Maintenance 366 4,835 3,390
Depreciation and amortization 1,127 10,086 9,937
Amortization of Goodwill 502 - -
Income taxes (1,186) 3,639 4,374
Merger Related Expenses - 3,788 -
------- -------- --------
Total Operating Expenses 3,179 46,027 41,993
------- -------- --------
OPERATING EARNINGS (LOSS) (1,018) 11,279 14,687
OTHER EARNINGS (LOSS), NET 29 (20) 139
------- -------- --------
EARNINGS (LOSS) BEFORE INTEREST EXPENSE (989) 11,259 14,826
INTEREST EXPENSE:
Long-term debt 711 5,689 6,043
Other, including amortization
of debt expense 577 1,244 2,077
Less - Interest during construction (1) (194) (520)
------- -------- --------
Total Interest Expense 1,287 6,739 7,600
------- -------- --------
NET EARNINGS (LOSS) APPLICABLE TO
COMMON STOCK $(2,276) $ 4,520 $ 7,226
======= ======== ========
COMMON STOCK DIVIDENDS $ - $ 6,255 $ 8,973
======= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 4
Colonial Gas Company and Subsidiary
- -----------------------------------
Consolidated Balance Sheets
- ---------------------------
<TABLE>
<CAPTION>
(In Thousands)
September 30, September 30, December 31,
1999 1998 1998
----------- ----------- ------------
(Predecessor) (Predecessor)
<S> <C> <C> <C>
ASSETS
GAS PLANT, at cost $ 387,638 $389,816 $ 395,986
Less-Accumulated depreciation (106,290) (98,443) (102,009)
--------- -------- ---------
Total Net Plant 281,348 291,373 293,977
--------- -------- ---------
NON-UTILITY PROPERTY-NET - 7,107 6,948
--------- -------- ---------
CURRENT ASSETS:
Cash and cash equivalents (714) 1,139 3,125
Accounts receivable, less reserves
of $3,145 and $2,453 at
September 30, 1999 and 1998,
respectively, and $2,551 at
December 31, 1998 4,827 4,728 13,241
Accounts receivable - affiliates 1,406 - -
Accrued utility margin 710 710 7,876
Deferred gas costs 2,189 14,582 18,195
Supplemental gas inventories 13,514 12,888 12,712
Materials and supplies 2,351 3,102 2,906
Prepaid expenses 597 12,214 9,513
--------- -------- ---------
Total Current Assets 24,880 49,363 67,568
--------- -------- ---------
OTHER ASSETS:
Excess of cost over fair value of
acquired net assets, less amortization 240,300 - -
Deferred charges and other assets 4,675 35,643 32,511
--------- -------- ---------
Total Other Assets 244,975 35,643 32,511
--------- -------- ---------
TOTAL ASSETS $ 551,203 $383,486 $ 401,004
========= ======== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 5
Colonial Gas Company and Subsidiary
- -----------------------------------
Consolidated Balance Sheets
- ---------------------------
<TABLE>
<CAPTION>
(In Thousands)
September 30, September 30, December 31,
1999 1998 1998
------------- ------------- ------------
(Predecessor) (Predecessor)
LIABILITIES AND STOCKHOLDER'S INVESTMENT
<S> <C> <C> <C>
CAPITALIZATION:
Common stock equity $223,391 $124,795 $128,922
Long-term obligations, less current portion 121,022 111,041 120,963
-------- -------- --------
Total Capitalization 344,413 235,836 249,885
-------- -------- --------
ADVANCES FROM PARENT COMPANY 100,000 - -
-------- -------- --------
CURRENT LIABILITIES:
Current portion of long-term obligations 646 783 722
Notes payable 24,000 51,300 52,000
Gas inventory financing 10,870 11,860 14,125
Accounts payable 8,776 8,522 12,186
Accounts payable - affiliates 2,981 - -
Accrued taxes 606 - -
Accrued income taxes (4,114) (1,832) -
Accrued interest 2,232 2,055 2,698
Customer deposits 616 808 818
Refunds due customers 5,570 - -
Other 8,790 10,262 7,034
-------- -------- --------
Total Current Liabilities 60,973 83,758 89,583
-------- -------- --------
OTHER LIABILITIES:
Unfunded deferred income taxes - 8,432 8,349
Deferred income taxes 27,337 44,339 44,555
Unamortized investment tax credits 2,876 3,138 3,072
Postretirement benefits obligations 6,504 4,477 4,424
Other 9,100 3,506 1,136
-------- -------- --------
Total Other Liabilities 45,817 63,892 61,536
-------- -------- --------
TOTAL LIABILITIES AND STOCKHOLDER'S INVESTMENT $551,203 $383,486 $401,004
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 6
<TABLE>
<CAPTION>
Colonial Gas Company and Subsidiary
- ----------------------------------------------------
Consolidated Statements of Cash Flows
- ----------------------------------------------------
(In Thousands)
For The For The For The
One Month Eight Months Nine Months
Ended Ended Ended
------------- ------------ -------------
September 30, August 31, September 30,
1999 1999 1998
------- -------- --------
(Predecessor) (Predecessor)
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings $(2,276) $ 4,520 $ 7,226
Adjustments to reconcile net earnings to net
net cash 1,854 11,493 15,291
Other changes in assets and liabilities (5,283) 37,520 10,768
------- -------- --------
Net cash provided by operating activities (5,705) 53,533 33,285
------- -------- --------
Cash flows from investing activities:
Capital expenditures (1,157) (12,715) (25,346)
------- -------- --------
Net cash used by investing activities (1,157) (12,715) (25,346)
------- -------- --------
Cash flows from financing activities:
Dividends paid on common stock - (6,255) (8,973)
Issuance of common stock - 1,399 4,409
Issuance of long-term debt, net of issuance cost - - 29,166
Retirement of long-term debt, including premiums - (102) (30,526)
Change in notes payable 5,000 (33,000) 1,900
Change in inventory finance - (3,255) (3,035)
------- -------- --------
Net cash used in financing activities 5,000 (41,213) (7,059)
------- -------- --------
Net increase (decrease) in cash and cash
Equivalents (1,862) (395) 880
Cash and cash equivalents at beginning of period 1,148 3,125 259
------- -------- --------
Cash and cash equivalents at end of period $ (714) $ 2,730 $ 1,139
======= ======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized $ 59 $ 8,434 $ 8,154
======= ======== ========
Income taxes $ 1,950 $ 3,595 $ 3,555
======= ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
Page 7
COLONIAL GAS COMPANY AND SUBSIDIARY
-----------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
SEPTEMBER 30, 1999
------------------
1. ACCOUNTING POLICIES AND OTHER INFORMATION
-----------------------------------------
General
-------
These financial statements reflect the operations of Colonial Gas Company
and, for periods prior to August 31, 1999 ("Predecessor Financial
Statements"), the operations of Colonial Gas Company and its wholly-owned
subsidiary, Transgas Inc. The Predecessor Financial Statements have been
prepared using the historical cost of the Company's assets and have not
been adjusted to reflect the merger with Eastern Enterprises ("Eastern").
However, certain accounts for the prior periods have been reclassified to
conform to the presentation as of September 30, 1999. As of the merger,
Transgas ceased to be a subsidiary of Colonial Gas Company.
It is the Company's opinion that the financial information contained in
this report reflects all adjustments necessary to present a fair statement
of results for the periods reported. All of these adjustments are of a
normal recurring nature. Results for the periods are not necessarily
indicative of results to be expected for the year, due to the seasonal
nature of the Company's operations. All accounting policies have been
applied in a manner consistent with prior periods. Such financial
information is subject to year-end adjustments and annual audit by
independent public accountants.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted in this Form 10-Q. Therefore
these interim financial statements should be read in conjunction with the
Company's 1998 Annual Report filed on Form 10-K with the Securities and
Exchange Commission.
Merger
------
On August 31, 1999, the Company completed a merger with Eastern in a
transaction with an enterprise value of approximately $474 million. In
effecting the transaction, Eastern paid $150 million in cash, net of cash
acquired and including transaction costs, issued approximately 4.2 million
shares of common stock valued at $186 million and assumed $138 million of
debt.
<PAGE>
Page 8
The Colonial merger has been accounted for using the purchase method of
accounting for business combinations. The purchase price was allocated to
the net assets acquired based on their fair value. The historical cost
basis of Colonial Gas' assets and liabilities, with the exception of the
adjustments described below, was determined to represent the fair value due
to the existence of a regulatory-approved rate plan based upon the recovery
of historical costs and a fair return thereon. Most of the operations of
the Company have been integrated into the operations of its affiliate,
Boston Gas.
In connection with the merger, the Massachusetts Department of
Telecommunications and Energy (the Department) approved a rate plan
resulting in a ten year freeze of base rates at current levels. As part of
the approved rate plan, the Company will be charged by Boston Gas (a
wholly-owned subsidiary of Eastern) for incremental costs incurred by
Boston Gas on behalf of the Company. Due to the length of the base rate
freeze, the Company was required to discontinue its application of
Statement of Financial Accounting Standards No. 71 "Accounting for the
Effects of Certain Types of Regulation." Accordingly, as of the merger the
Company assigned no value to regulatory assets of approximately $13.3
million (net-of-tax), consisting principally of deferred demand side
management program costs, deferred environmental costs and unrecovered
deferred income taxes.
In addition, the Company assigned no value to systems and computer
equipment approximating $12.1 million (net-of-tax), which were no longer
used or useful, as the Company has integrated the majority of its
information technology software applications into those of Boston Gas.
Also, the Company recorded net merger-related costs of approximately $10
million (net-of-tax) consisting primarily of severance, retirement, change
in control costs, investment banking fees and a software license
termination fee and recorded a liability equal to the pension and post
retirement benefit obligation in excess of market value of the plan assets
of $3.2 million (net-of-tax).
The allocation of the purchase price remains subject to adjustment upon
final valuation of certain acquired balances. The excess of consideration
over the fair value of the assets acquired of $241 million has been
recorded as goodwill, which is being amortized on a straight-line basis
over a 40-year period.
Seasonal Aspect
---------------
The amount of the Company's natural gas firm throughput for purposes of
space heating is directly related to the ambient air temperature.
Consequently, there is less gas throughput during the summer months than
during the winter months. In addition, under its seasonal rate structure,
the rates charged customers during November through April are higher than
those charged during May through October.
<PAGE>
Page 9
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------------------------------------------------------------------------------
OF OPERATIONS:
- --------------
RESULTS OF OPERATIONS
As discussed under "ACCOUNTING POLICIES AND OTHER INFORMATION", the Company
merged with and became a wholly-owned subsidiary of Eastern Enterprises as of
August 31, 1999.
Third Quarter
The one month ended September 1999 includes amortization of goodwill of $.5
million and interest on the $100 million advance from Eastern of $.4 million.
The two months ended August 1999, includes merger-related expenses of $3.0
million.
See comment above for one month ended September 1999. The eight months ended
August 1999 includes merger-related costs of $3.8 million incurred by the
Company prior to the merger. Operating margin for the comparable periods
increased principally due to weather which was 8% colder than 1998. Operations
and maintenance expenses for the eight months ending August 1999 increased over
the nine months ending September 1998 by $.8 million principally due to
distribution system maintenance expense. Other interest for the comparable
periods noted above decreased $.8 million principally due to decreased short-
term borrowings.
YEAR 2000 ISSUE
- ---------------
On August 31, 1999, the Company was merged with Eastern, the parent company of
Boston Gas (See Note 1 of the Notes to Consolidated Financial Statements). In
connection with the merger, the Company has addressed any remaining Year 2000
issues through conversion to systems operated by Boston Gas. Prior to the
merger the Company had incurred approximately $400,000 for Year 2000 remediation
including all applications, technology components and embedded chip systems that
will be used after the merger. The Boston Gas Year 2000 plan is as follows:
State of Readiness
Boston Gas has assessed the impact of the Year 2000 with respect to its
Information Technology (IT) systems and embedded chip technology systems as well
as its potential exposure to significant third party risks. Accordingly, Boston
Gas has completed the replacement or modification of existing systems and
technology as required and assured itself that major customers and critical
vendors are also addressing these issues. In addition, Boston Gas has completed
the development and testing of contingency plans to address major external and
internal risks that could potentially impact business operations.
With respect to internal information systems, Boston Gas has tested and
certified as Year 2000 ready, all eleven-mission critical business systems and
all eighteen less than critical business systems. Recertification of mission
critical systems and integration points has been completed. Conversion and
certification testing of all technology infrastructure components has been
completed, including mainframe and client-server hardware and software,
data/voice communications and e-mail systems. All telephone components have been
certified as Year 2000 ready. All of Boston Gas' desktop hardware, operating
system software and applications have been certified as Year 2000 ready. To
minimize the risk of corruption of previously certified information systems,
<PAGE>
Page 10
Boston Gas has imposed a freeze on changes to information systems and technology
components, effective October 1, 1999. Production environment changes will be
limited to emergency production fixes and regulatory required changes.
With respect to embedded chip systems, Boston Gas has completed its inventory,
assessment, remediation and certification testing of all date sensitive
components.
Boston Gas has identified material third party relationships and has completed a
detailed survey of third party readiness. A readiness assessment has been
completed of all mission critical suppliers and risk mitigation plans have been
developed. Boston Gas has implemented risk mitigation strategies as required.
However, there can be no assurance that third party systems, on which Boston Gas
relies, will be timely converted or that any such failure to convert by a third
party would not have an adverse effect on Boston Gas' operations.
Cost of Year 2000 Remediation
Boston Gas expects the cost of Year 2000 compliance will approximate $13.9
million. Approximately 65% of these costs will be incurred under capital
projects that have resulted in added functionality while also addressing Year
2000 issues. As of September 30, 1999 approximately $12.9 million has been
incurred.
Risks of Year 2000 Issues
Boston Gas has assessed the most reasonably likely worst case Year 2000
scenario. Given Boston Gas' efforts to minimize the risk of Year 2000 failure
by its internal systems, Boston Gas believes the worst case scenario would
involve failures that impact data and voice communication providers, its
electricity provider or a pipeline supplier. Detailed plans to accommodate any
one or a combination of these worst case scenarios are addressed as part of
Boston Gas' business contingency plans.
Contingency Plans
Boston Gas has completed the development of business contingency plans in the
event that one or more of its internal systems, its embedded chip systems, or
its mission critical suppliers' systems experience a Year 2000 failure. An
impact analysis was completed which identified voice/data communications,
electricity and gas supply as the three major sources of external risk and their
impact on mission critical processes. Contingency plans have been developed and
desktop tests conducted for each risk area. Successful exercises were conducted
to test Boston Gas' ability to deliver critical services in the event of a
failure or disruption in voice/data communications.
FORWARD-LOOKING INFORMATION
This report and other Company reports and statements issued or made from time to
time contain certain "forward-looking statements" concerning projected future
financial performance, expected plans or future operations. The Company
cautions that actual results and developments may differ materially from such
projections or expectations.
Investors should be aware of important factors that could cause actual results
to differ materially from the forward-looking projections or expectations.
These factors include, but are not limited to: the effect of strategic
initiatives on earnings and cash flow, the ability to successfully integrate
natural gas distribution operations, temperatures above or below normal in the
Company's service area, changes in economic conditions, including interest
rates, the functionality of programs and systems in the
<PAGE>
Page 11
Year 2000, the impact of third parties' Year 2000 issues, regulatory and court
decisions and developments with respect to previously-disclosed environmental
liabilities. Most of these factors are difficult to predict accurately and are
generally beyond the control of the Company.
LIQUIDITY AND CAPITAL RESOURCES
The Company believes that projected cash flow from operations, in combination
with currently available resources, is more than sufficient to meet 1999 capital
expenditures and working capital requirements, dividend payments and normal debt
repayments.
The Company expects capital expenditures for 1999 to be approximately $21
million.
<PAGE>
Page 12
PART II. OTHER INFORMATION
--------------------------
ITEM 1. LEGAL PROCEEDINGS
- --------------------------
There are no material pending legal proceedings involving the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
- -----------------------------------------
(a) List of Exhibits
None
(B) Reports on Form 8-K
As reported on the Form 8-K filed by the Company with the Securities and
Exchange Commission on September 16, 1999, Eastern Enterprises announced
that it had completed its merger with the Company.
<PAGE>
Page 13
SIGNATURES
- ----------
It is the Company's opinion that the financial information contained in this
report reflects all normal, recurring adjustments necessary to present a fair
statement of results for the period reported, but such results are not
necessarily indicative of results to be expected for the year due to the
seasonal nature of the business of the Company. Except as otherwise herein
indicated, all accounting policies have been applied in a manner consistent with
prior periods. Such financial information is subject to year-end adjustments
and an annual audit by independent public accountants.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Colonial Gas Company
----------------------------------------------
(Registrant)
/s/ Joseph F. Bodanza
----------------------------------------------
J.F. Bodanza, Sr. Vice President and Treasurer
(Principal Financial and Accounting Officer)
Dated: November 4, 1999
---------------------
<TABLE> <S> <C>
<PAGE>
<ARTICLE> UT
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> SEP-01-1999
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 281,348
<OTHER-PROPERTY-AND-INVEST> 0
<TOTAL-CURRENT-ASSETS> 24,880
<TOTAL-DEFERRED-CHARGES> 4,675
<OTHER-ASSETS> 240,300
<TOTAL-ASSETS> 551,203
<COMMON> 0
<CAPITAL-SURPLUS-PAID-IN> 225,667
<RETAINED-EARNINGS> (2,276)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 223,391
0
0
<LONG-TERM-DEBT-NET> 120,000
<SHORT-TERM-NOTES> 34,870
<LONG-TERM-NOTES-PAYABLE> 100,000
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 1,022
<LEASES-CURRENT> 646
<OTHER-ITEMS-CAPITAL-AND-LIAB> 71,274
<TOT-CAPITALIZATION-AND-LIAB> 551,203
<GROSS-OPERATING-REVENUE> 4,446
<INCOME-TAX-EXPENSE> (1,186)
<OTHER-OPERATING-EXPENSES> 4,365
<TOTAL-OPERATING-EXPENSES> 5,464
<OPERATING-INCOME-LOSS> (1,018)
<OTHER-INCOME-NET> 29
<INCOME-BEFORE-INTEREST-EXPEN> (989)
<TOTAL-INTEREST-EXPENSE> 1,287
<NET-INCOME> (2,276)
0
<EARNINGS-AVAILABLE-FOR-COMM> (2,276)
<COMMON-STOCK-DIVIDENDS> 0
<TOTAL-INTEREST-ON-BONDS> 711
<CASH-FLOW-OPERATIONS> (5,705)
<EPS-BASIC> 0.00
<EPS-DILUTED> 0.00
</TABLE>
