<PAGE> 1
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 QUARTERLY PERIOD ENDED MARCH 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ----- THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-10054
COMMODORE ENVIRONMENTAL SERVICES, INC.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 87-0275043
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
150 EAST 58TH STREET
NEW YORK, NEW YORK 10155
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
</TABLE>
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 308-5800
--------------
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 .
----- -----
The number of shares the common stock outstanding at May 14, 1998 was
61,722,993.
- -----------
<PAGE> 2
COMMODORE ENVIRONMENTAL SERVICES, INC.
FORM 10-Q
INDEX
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
PART I. FINANCIAL INFORMATION ...................................................................... 3
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheet -
March 31, 1998 and December 31, 1997 .............................................. 3
Condensed Consolidated Statement of Operations -
Three months ended March 31, 1998 and
March 31, 1997 .................................................................... 5
Condensed Consolidated Statement of Cash Flows Three months
ended March 31, 1998 and
March 31, 1997 .................................................................... 6
Notes to Condensed Consolidated Financial Statements ....................................... 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ............................................... 9
PART II. OTHER INFORMATION .......................................................................... 12
SIGNATURES ................................................................................................... 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
COMMODORE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
--------- ------------
(unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 50 $13,542
Accounts receivable, net 8 3,064
Notes and advances to related parties -- 3,866
Restricted cash 50 310
Inventory -- 360
Prepaid assets and other current assets -- 402
------- -------
Total Current Assets 108 21,544
Other receivables 335 516
Other investments 357 911
Investment in and loans to unconsolidated subsidiary 11,353 --
Property and equipment, net -- 2,498
Non-performing note receivable 912 912
Deferred financing costs, net 72 96
Patents and completed technology, net 4,436 1,150
Goodwill, net -- 7,353
Other assets 18 36
------- -------
Total Assets $17,591 $35,016
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 4
COMMODORE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET - - (CONT'D)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
LIABILITIES AND 1998 1997
STOCKHOLDERS' EQUITY --------- ------------
(unaudited)
<S> <C> <C>
Current Liabilities:
Accounts payable and accrued liabilities $ 417 $ 2,150
Line of credit and current portion of long-term debt 4,000 1,226
Other accrued liabilities 923 4,960
-------- --------
Total Current Liabilities 5,340 8,336
Bonds payable and other long-term debt -- 4,019
Deferred gain 656 656
Promissory note to related party 2,250 2,250
Minority interest -- 12,558
Redeemable preferred stock 380 3,557
Stockholders' Equity:
Preferred stock, par value $.01 per share
authorized 10,000,000 issued and
outstanding 3,926,530 and 4,309,577 39 43
Common stock, par value $.01 per share
authorized 100,000,000 and shares
issued and outstanding 61,722,993
and 59,233,368 617 592
Additional paid-in capital 45,989 46,074
Retained earnings (deficit) (37,655) (43,044)
-------- --------
8,990 3,665
Less cost of 506,329 shares of common
stock held in treasury (25) (25)
-------- --------
Total Stockholders' Equity 8,965 3,640
-------- --------
Total liabilities and stockholders' equity $ 17,591 $ 35,016
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
COMMODORE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED - DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
--------- ---------
<S> <C> <C>
Contract revenues $ 1,259 $ 5,028
Costs and expenses:
Cost of sales 961 4,009
Research and development 173 606
General and administrative 1,428 2,923
Depreciation and amortization 96 243
------- -------
Total costs and expenses 2,658 7,781
------- -------
Loss from operations (1,399) (2,753)
------- -------
Other income (expense):
Interest income 132 166
Interest expense (159) (328)
Equity in losses from
unconsolidated subsidiary (1,246) (426)
Gain on sale of subsidiary stock 7,643 --
Minority interest 418 982
Income tax expense -- --
------- -------
Net income (loss) $ 5,389 $(2,359)
======= =======
Net income (loss) per share - Basic
(Based on weighted average
shares of 59,475,000 and 57,508,000) $ .09 $ (.04)
======= =======
Net income (loss) per share - Diluted
(Based on weighted average
shares of 73,908,000 and 57,508,000) $ .07 $ (.04)
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
COMMODORE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED - DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 5,389 $ (2,359)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Depreciation and amortization 96 243
Interest (non cash) 24 24
Gain of sale of subsidiary stock (7,643) --
Undistributed losses of unconsolidated subsidiary 1,246 426
Changes in net assets of subsidiary prior to deconsolidation 3,236 --
Minority interest (418) (982)
Decrease (increase) in:
Accounts receivable (8) 3,433
Other assets -- (432)
Restricted cash -- (1,499)
Increase (decrease) in:
Accounts payable and accrued liabilities (62) (74)
Other liabilities -- --
-------- --------
Net cash provided by(used in) operating activities 1,860 (1,220)
-------- --------
CASH FLOW FROM INVESTING ACTIVITIES:
Payments received on receivables 163 69
Purchase of equipment -- (309)
Acquisition of patents -- (56)
Acquisition of completed technology (4,436) --
Other investments -- (994)
-------- --------
Net cash used in investing activities: (4,273) (1,290)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of subsidiary stock 5,450 --
Decrease in line of credit -- (1,297)
Issuance of common stock -- 16
Payment of long term debt -- --
Payment of dividends on preferred stock (64) (75)
Advances to related parties (5,450) (1,787)
-------- --------
Net cash used in financing activities (64) (3,143)
-------- --------
Decrease in cash (2,477) (5,653)
Deconsolidation of subsidiary owned cash (11,015) --
Cash at beginning of period 13,542 15,280
-------- --------
Cash, end of period $ 50 $ 9,627
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
COMMODORE ENVIRONMENTAL SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
MARCH 31, 1998
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
for Commodore Environmental Services, Inc. and subsidiaries ("the Company") have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. The financial statement information was derived from
unaudited financial statements unless indicated otherwise. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1998 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 1998.
The accompanying unaudited condensed consolidated financial statements
should be read in conjunction with the Company's audited financial statements
included in the Company's annual report on form 10-K for the year ended December
31, 1997.
In March 1998, the Company, through its wholly-owned subsidiary
Commodore Polymer Technologies, Inc., ("Polymer Technologies"), purchased the
business (consisting of customer, supplier and industry relationships) related
to the ceramic polymer known as CERASET (the "CERASET Business") from a
subsidiary of Lanxide, a company which specializes in the manufacture of ceramic
bonding and refractory materials. In connection with such purchase, Polymer
Technologies also acquired a license, subject to pre-existing and certain future
licenses, to utilize the technologies related to the CERASET polymers (the
"CERASET License"), and acquired the right to use the trademark "CERASET" in
connection with the marketing and sales of products containing CERASET polymers
(the "CERASET Trademark"), on a worldwide basis (excluding Japan). The CERASET
materials and processes provide additional performance advantage for reinforced
metals and reinforced ceramics, and extend the Company's business portfolio into
the rapidly expanding area of high-performance polymer composites, adhesives,
sealants and coatings. Lanxide is affiliated with the Company by significant
common beneficial ownership.
Pursuant to the terms of the CERASET License, Polymer Technologies has
agreed to pay a subsidiary of Lanxide a royalty equal to 4% of the net sales
price of all products sold by Polymer Technologies and any of its sublicensees,
which are manufactured using the CERASET technology until the aggregate royalty
payments equal $4.0 million. Thereafter, Lanxide's subsidiary will be entitled
to receive a royalty equal to 2% of the net sales price of all products sold by
Polymer Technologies and its sublicensees, which are manufactured using the
CERASET technology.
Polymer Technologies was incorporated in Delaware on March 3, 1998, has
commenced operations and has generated nominal revenues to date.
7
<PAGE> 8
From the Company's acquisition of Commodore Applied Technologies, Inc.
("Applied")'s predecessor (Commodore Laboratories, Inc. (formerly A.L. Sandpiper
Corporation)) in December 1993 to the February 1998 Private Placement, the
Company owned a controlling equity interest in Applied and its subsidiaries,
including Commodore Solution Technologies, Inc. ("Solution"), Commodore
Separation Technologies, Inc. ("Separation"), Commodore Advanced Sciences, Inc.
("Advanced Sciences") (which accounts for substantially all of Applied's
revenues) and Commodore CFC Technologies. During such period the Company had not
generated material revenues, except from the operations of Advanced Sciences, or
any profits.
As a result of the 1997 Private Placement and the February 1998
Private Placement, the Company's ownership interest in Applied decreased to
approximately 42.2% as of May 11, 1998. While the Company's financial condition
for the year ended December 31, 1997 consolidated that of Applied and its
operating subsidiaries, including Advanced Sciences, beginning with the first
fiscal quarter of 1998 and as long as the Company's equity interest in Applied
is less than 50%, the Company will no longer consolidate the financial condition
of Applied and its subsidiaries.
In addition, the Company owns approximately 42.2% of Applied whose
principal businesses consist of the development of technologies or the
destruction or neutralization of hazardous waste and the separation of hazardous
waste from other materials. Applied owns technologies related to the separation
of destruction of polychlorinated biphenyls (PCBs) and chloroflourocarbons
(CFCs). In addition Applied owns 100% of Advanced Sciences, a subsidiary
acquired on October 1, 1996. Advanced Sciences has contracts with various
government agencies and private companies throughout the United States and
abroad relating engineering and scientific services. Applied also owns 87% of
Separation whose principal business is to separate and abstract various
solubilized materials from liquid and gaseous streams. The consolidated
financial statements do not include accounts of Applied and its majority-owned
subsidiaries.
NOTE B - CONTINGENCIES
The Company has matters of litigation arising in the ordinary course of
its business which in the opinion of management will not have a material adverse
effect on the financial condition or results of operations of the Company.
NOTE C - INCOME TAXES
The Company intends to utilize its net operating loss carryforwards
to offset any income tax expense and therefore anticipates it will not incur
an income tax liability as a result of net income on the first quarter of 1998.
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATION
General
The current principal businesses of the Company are conducted through
its 42.2% owned affiliate. Applied, and consist of the development of
technologies for the destruction and neutralization of hazardous waste and the
separation of hazardous waste from other materials. Applied owns technologies
related to the separation and destruction of polychlorinated biphenyls (PCBs)
and chloroflourocarbons (CFCs).
Applied is currently working on the commercialization of these
technologies through various acquisitions, licensing agreements and joint
ventures. Through Advanced Sciences, Inc. ("ASI"), a subsidiary acquired on
October 1, 1996, Applied has contracts with various government agencies and
private companies in the United States and abroad. As some government contracts
are funded in one year increments, there is a possibility for cutbacks. As these
contracts constitute a major portion of the subsidiary's revenues, such a
reduction would materially affect the operations. However, management believes
the subsidiary's existing client relationships will allow Applied to obtain new
contracts in the future.
Commodore Separation Technologies, Inc. whose principal business is to
separate and extract various solubilized materials from liquid and gaseous
streams is currently in the development stage and intends to commercialize its
separation and recovery system.
Commodore Polymer Technologies, has had nominal operations to date.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1998 Compared to Three Months Ended March 31, 1997
Revenues were $1,259 for the three months ended March 31, 1998, as
compared to $5,028 for the three months ended March 31, 1997. Such revenues for
1998 were primarily due to one month of Applied's operations. As of February
1998, the Company no longer consolidates the financial results of Applied and
its subsidiaries Separation and Advanced Sciences, as its ownership percentage
had decreased to below 50%. The Company's 1997 revenues include that of Applied,
which at that time was consolidated, consisted of engineering and scientific
services performed for the United States government under a variety of
contracts, most of which provide for reimbursement of cost plus fixed fees.
Revenue under cost-reimbursements contracts is recorded under the percentage of
completion method as costs incurred and included estimated fees in the
proportion that cost to date bear to total estimated costs. Cost of sales were
$961 for the three months ended March 31, 1998 as compared to $4,009 for the
three months ended March 31, 1997. These costs also relate to the financial
results of Applied and its subsidiaries.
For the three months ended March 31, 1998, the Company had research and
development expense of $173 as compared to $606 for the three months ended March
31, 1997. Research and development costs include salaries, wages, and other
related costs of personnel engaged in research and development activities,
contract services and materials, test equipment and rent for facilities involved
in research and development activities. Research and development costs are
expensed when incurred, except that those costs related to the design or
construction of an asset having an economic useful life are capitalized, and
then depreciated over the estimated useful life of the asset. The decrease is
due to the fact that as of February 1998, the Company no longer consolidates the
financial results of Applied and its subsidiaries.
9
<PAGE> 10
General and administrative expenses for the three months ended March
31, 1998 were $1,428 as compared to $2,923 for the three months ended March 31,
1997. The decrease is due to the fact that Applied was only consolidated or one
month in 1998.
The Company has recorded its portion of equity losses from an
unconsolidated subsidiary of $1,246 for the three months ended March 31, 1998 as
compared to $426 for the three months ended March 31, 1997. The results for 1998
include the Company's portion of loss pertaining to Applied and its
subsidiaries. The results for 1997 include the Company's portion of loss
pertaining to the Teledyne-Commodore LLC joint venture of which Applied is a 50%
owner. The 1998 results of the Teledyne-Commodore LLC joint venture are included
in the $1,246 loss for that period. As of March 31, 1998, the Company owned
42.5% of Applied.
In February 1998, the Company completed the first tranche sale of a
private placement of its Applied common stock, from which it received net
proceeds of $5,450. In addition, approximately 41,800 shares of Preferred Stock
Series D were converted into approximately 1,500,000 shares of common stock of
Applied which the Company owned. The Company recorded a gain of $7,643 in
connection with the sale and conversion transactions described.
Interest income was $132 for the three months ended March 31, 1998, as
compared to $166 for the three months ended March 31, 1997. Interest income of
$132 consisted primarily of interest income from loans due from Applied.
Interest income of $166 consisted of interest from commercial paper and U.S.
Treasuries.
Interest expense for the three months ended March 31, 1998 was $159 as
compared to $328 for the three months ended March 31, 1997. Interest expense of
$174 from Applied was included in the three months ended March 31, 1997.
Applied results were not consolidated for the three months ended March 31, 1998.
LIQUIDITY AND CAPITAL RESOURCES
In May and August 1997, the Company sold shares of its Series D
Preferred Stock and warrants in the 1997 Private Placement from which it
received net proceeds of approximately $7.8 million. In connection with the 1997
Private Placement, the Company incurred transaction costs of approximately $968
and issued to affiliates of the finder warrants to purchase an aggregate of
85,000 shares of Applied Common stock held by the Company at prices ranging from
$5.15 per share to $7.14 per share.
In September 1997, the Company provided Applied with a $4.0 million
unsecured loan, evidenced by Applied's 8% convertible subordinated note due
August 31, 2002. In connection with the loan, Applied issued warrants to
purchase 1,000,000 shares of Applied Common Stock to the Company valued at $660
and provided a beneficial conversion privilege with an intrinsic value of $750
as of the date of the transaction.
In February 1998, the Company completed the First Tranche Sale in
connection with the February 1998 Private Placement from which it received net
proceeds of approximately $5,450. In connection with the First Tranche Sale, the
Company incurred transaction costs of approximately $550. Upon receipt of such
net proceeds, the Company provided Applied with a $5,450 unsecured loan,
evidenced by Applied's 8% non-convertible note due on the earlier to occur of
(a) December 31, 1999, or (b) consummation of any public offering or private
placement of securities of Applied with net proceeds aggregating in excess of
$6.0 million, other than in respect of working capital financing or secured
financing of assets received by Applied in the ordinary course of business from
any bank or other lending institution, subject to certain conditions. Applied
will use the net proceeds of the loan solely for working capital and general
corporate purposes and not for the satisfaction of any portion of Applied debt
or to redeem any Applied equity or equity-equivalent securities.
10
<PAGE> 11
In November 1996, the Company loaned $3.0 million to Lanxide
Performance Materials, Inc. ("LPM"), a wholly owned subsidiary of Lanxide, which
specializes in the manufacture of ceramic bonding and refractory materials.
Lanxide is affiliated with the Company by significant common beneficial
ownership. The loan was evidenced by a promissory note, dated November 13, 1996,
in the Principal amount of $3.0 million (the "LPM Note"), which was
collateralized by the assets of LPM and guaranteed by Lanxide. The LPM Note
became due on February 28, 1998. In March 1998, Applied transferred to the
Company a promissory note in the principal amount of $1.5 million, together with
$500 in cash, as partial prepayment of the $4.0 million unsecured loan from the
Company to Applied in September 1997. Upon receipt of such prepayment, the
Company cancelled the LPM Note and paid Lanxide an additional $500 in cash,
among other things, in exchange for the CERASET Business, CERASET License and
CERASET Trademark.
For the three months ended March 31, 1998, the Company incurred net
income of $5, 389. At March 31, 1998, the Company had a working capital deficit
of $5,232 as compared to working capital of $13,208 at December 31, 1997.
Approximately $11,170 of working capital at December 31, 1997 related to Applied
which was deconsolidated in February 1998. In addition, $3,000 of working
capital at December 31, 1997 was used to acquire CERASET Business, License, and
Trademark. The Company also sold Applied common stock and lent the net proceeds
to Applied, which is recorded as an investment in unconsolidated subsidiary.
The Company anticipates that it will need additional financing during
1998 to satisfy its current operating requirements. The Company believes that it
may be able to obtain such financing through the sale of its Applied Common
Stock in one or more private placement transactions during 1998. For instance,
pursuant to the terms of the February 1998 Private Placement, the Company will,
for a certain period of time, have the right and option (but not the obligation)
to sell additional shares of its Applied Common Stock and warrants to purchase
Applied Common Stock for an aggregate purchase price of approximately $4.0
million in the Second Tranche Sale.
In addition, the Company has a non-performing mortgage receivable
relating to a property located in Alsip, Illinois. The owner of the property is
attempting to sell the property to an unrelated third party. The Company
anticipates this will provide approximately $1,000 of improved liquidity.
NET OPERATING LOSSES
The Company has net operating loss carry forwards which expire in the
years 2000 through 2011. The amount of net operating loss carry forward that can
be used in any one year will limited by the applicable tax laws which are in
effect at the time such carry forward can be utilized. A valuation allowance has
been established to offset any benefit from the net operating loss carry
forwards as it cannot be determined when or if the Company will be able to
utilize the net operating losses.
FORWARD LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934. These forward-looking
statements are based largely on the Company's expectations and are subject to a
number of risks and uncertainties, certain of which are beyond the Company's
control. Actual results could differ materially from these forward-looking
statements as a result of, among other factors, competitive conditions in the
industries in which the Company operates, failure to commercialize one or more
of the technologies of the Company and general economic conditions that are less
favorable than expected. In light of these risks and uncertainties, there can be
no assurance that the forward-looking information contained in this respect will
in fact occur.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There have been no material legal proceedings to which the Company is a
party which have not been disclosed in previous filings with the Securities and
Exchange Commission. There are no material developments to be reported in any
previously reported legal proceedings.
ITEM 2. CHANGE IN SECURITIES
Not applicable.
ITEM 3. DEFAULTS AMONG SENIOR SECURITIES
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8 - K
(a) Exhibits - 27.1 - Financial Data Schedule
(b) Reports on Form 8-K -
The Company filed a Current Report of Form 8-K, dated
February 10, 1998, regarding a loan to Applied from the
Company of $5,450,000.
12
<PAGE> 13
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.
DATE: MAY 14, 1998 COMMODORE ENVIRONMENTAL SERVICES, INC.
(Registrant)
BY /s/ MICHAEL D. FULLWOOD
----------------------------------------------
Michael D. Fullwood - Senior Vice President,
Chief Financial and Administrative Officer,
Secretary, and General Counsel
(as both a duly authorized officer of the
registrant and the principal financial
officer or chief accounting officer of the
registrant)
13
<PAGE> 14
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 50
<SECURITIES> 0
<RECEIVABLES> 8
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 108
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 17,591
<CURRENT-LIABILITIES> 5,340
<BONDS> 0
380
39
<COMMON> 617
<OTHER-SE> 8,334
<TOTAL-LIABILITY-AND-EQUITY> 17,591
<SALES> 1,259
<TOTAL-REVENUES> 1,259
<CGS> 961
<TOTAL-COSTS> 2,658
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 159
<INCOME-PRETAX> 5,389<F1>
<INCOME-TAX> 0
<INCOME-CONTINUING> 5,389
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,389
<EPS-PRIMARY> .09
<EPS-DILUTED> .07
<FN>
<F1>Includes gain on sale of subsidiary stock of $7,643.
</FN>
</TABLE>
