FORM 10-Q
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 March 31, 2000
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 No. 0-11551
eLOT, Inc.
(Exact name of registrant as specified in its charter)
Virginia 86-0449210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
301 Merritt 7 Corporate Park, Norwalk, Connecticut 06851
(Address of principal executive offices) (Zip Code)
(203) 840-8600
(Registrant's telephone number, including area code)
EXECUTONE Information Systems, Inc., 478 Wheelers Farms Road,
Milford, Connecticut 06460
(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
The number of shares outstanding of registrant's Common Stock,
$.01 par value per share, as of
April 30, 2000 was 64,000,216.
<PAGE>
INDEX
eLOT, Inc.
Page #
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets -
March 31, 2000 and December 31, 1999. 3
Consolidated Statements of Operations -
Three Months Ended March 31, 2000 and 1999. 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2000 and 1999. 5
Notes to Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
PART II. OTHER INFORMATION 12
SIGNATURES 13
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
eLOT, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
(In thousands, except for share and per share amounts) March 31, December 31,
2000 1999
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 14,278 $ 1,060
Restricted Cash 4,000 ---
Accounts receivable 158 12
Prepaid expenses and other current assets 521 174
Net assets of discontinued operations 17,016 53,402
Total Current Assets 35,973 54,648
PROPERTY AND EQUIPMENT, net 2,918 2,480
OTHER ASSETS 2,622 5,034
$ 41,513 $ 62,162
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 133 $ 19,818
Accounts payable 1,895 5,342
Accrued payroll and related costs 115 772
Accrued liabilities 3,392 3,808
Total Current Liabilities 5,535 29,740
LONG-TERM DEBT 13,351 13,660
Total Liabilities 18,886 43,400
STOCKHOLDERS' EQUITY:
Common stock: $.01 par value; 80,000,000 shares
authorized; 63,996,177 and 63,010,953 issued and
outstanding 640 630
Additional paid-in capital 84,822 81,054
Accumulated other comprehensive loss (336) (336)
Accumulated deficit (62,499) (62,586)
Total Stockholders' Equity 22,627 18,762
$ 41,513 $ 62,162
The accompanying notes are an integral part of these consolidated
balance sheets.
</TABLE>
3
<PAGE>
eLOT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(In thousands, except for per share amounts) March 31,
2000 1999
<S> <C> <C>
REVENUES $ 150 $ ---
COSTS AND EXPENSES:
Prizes, content, advertising and promotion 619 ---
General and Administrative 1,520 720
Depreciation and Amortization 279 358
2,418 1,078
OPERATING LOSS (2,268) (1,078)
INTEREST EXPENSE (414) (753)
OTHER INCOME, NET 113 1,169
LOSS FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES (2,569) (662)
INCOME TAXES --- ---
LOSS FROM CONTINUING OPERATIONS (2,569) (662)
DISCONTINUED OPERATIONS:
Income (loss) from discontinued operations (1,231) (2,369)
Gain on sale of discontinued operations, (net of
tax provision of $15,924.) 3,887 ---
Income (loss) from discontinued operations 2,656 (2,369)
NET INCOME (LOSS) $ 87 $ (3,031)
BASIC AND DILUTED LOSS PER SHARE:
Loss from continuing operations $ (0.04) $ (0.01)
Loss from discontinued operations (0.02) (0.05)
Gain on sale of discontinued operations 0.06 ---
NET INCOME (LOSS) PER SHARE $ 0.00 $ (0.06)
AVERAGE COMMON SHARES OUTSTANDING: 63,619 49,529
The accompanying notes are an integral part of these consolidated
statements.
</TABLE>
4
<PAGE>
eLOT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands) Three Months Ended
March 31,
2000 1999
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss from continuing operations $ (2,569) $ (662)
Adjustments to reconcile net loss to net
cash provided (used) by operating activities:
Depreciation and amortization 279 358
Gain on Claricom notes/warrants --- (1,161)
Changes in working capital items:
Restricted Cash (4,000) ---
Accounts receivable (146) ---
Accounts payable and accruals (4,519) (2,872)
Other working capital items, net (347) 600
NET CASH PROVIDED (USED) BY
CONTINUING OPERATING ACTIVITIES (11,302) (3,737)
Cash flows used by discontinued operating activities (2,820) (1,756)
NET CASH USED BY OPERATING ACTIVITIES (14,122) (5,493)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (651) (268)
Proceeds From Sale of CT Business 44,300 ---
Proceeds from Claricom note/warrants --- 9,261
ESIP participants loan repayments 2,578 ---
Deferred NIL expenses --- (1,404)
Other, net (166) (3)
NET CASH PROVIDED (USED) BY
INVESTING ACTIVITIES 46,061 7,586
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments/Borrowings under revolving credit facility (19,617) (1,313)
Repayments of other long-term debt (451) (49)
Repurchase of stock --- (1,341)
Proceeds from issuance of stock 1,347 39
NET CASH PROVIDED (USED) BY FINANCING
ACTIVITIES (18,721) (2,664)
INC (DEC) IN CASH AND CASH EQUIVALENTS 13,218 (571)
CASH AND CASH EQUIVALENTS - BEGINNING
OF YEAR 1,060 1,482
CASH AND CASH EQUIVALENTS - END
OF PERIOD $ 14,278 $ 911
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
5
<PAGE>
eLOT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE A - NATURE OF THE BUSINESS AND FORMATION OF THE COMPANY
eLOT, Inc. (the "Company" or "eLOT"), formerly known as Executone
Information Systems, Inc., is committed to leading the
governmental lottery industry into the e-commerce market. The
Company has developed, installed and operated systems that have
processed ten million e-commerce lottery ticket sales and
transactions. It has operated Internet, Intranet, telephone,
communications, accounting, banking, database and other
applications and services that can facilitate the electronic sale
of new and existing lottery products worldwide. The Company has
also developed transitional e-commerce solutions for governmental
lotteries, which leverage the power of the Internet, while
political, legal and social issues surrounding the sales of
lottery tickets over the Internet are simultaneously addressed.
A reward-entertainment lottery portal, eLotteryFreeWay offers
lottery and entertainment games (for no consideration) with
registered players earning ePoints that are redeemable for cash
and merchandise credit. eLotteryFreeWay's mission is to build an
Internet community whose members are expected to be highly
predisposed to purchase governmental lottery tickets over the
Internet.
On January 1, 2000, the Company changed its name from Executone
Information Systems, Inc. to eLOT, Inc. to recognize the change
in the Company's core business focus to the governmental lottery
industry.
As discussed more thoroughly in Note D, the Company's Computer
Telephony and Healthcare communications businesses, along with
certain other assets and liabilities are presented as
discontinued operations in the accompanying consolidated
financial statements.
The condensed interim financial statements included herein have
been prepared by eLOT, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC) and
reflect all adjustments which are of a normal recurring nature
and which, in the opinion of management, are necessary for a fair
statement of the results for interim periods. Certain information
and footnote disclosures have been condensed or omitted pursuant
to such rules and regulations. Although eLOT, Inc. believes that
the disclosures are adequate to make the information presented
not misleading, it is suggested that these condensed financial
statements be read in conjunction with the financial statements
and the notes thereto included in the Company's latest annual
report to stockholders.
NOTE B - BASIS OF PRESENTATION
The accompanying consolidated financial statements include the
accounts of the Company and its subsidiaries. In consolidating
the accompanying financial statements, all significant
intercompany transactions have been eliminated. Investments in
affiliated companies owned more than 20%, but not in excess of
50%, are recorded under the equity method.
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, 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.
6
<PAGE>
NOTE C - EARNINGS PER SHARE
Earnings per share is based on the weighted average number of
shares of common stock outstanding during the periods. Common
stock equivalents and the convertible debentures which are
antidilutive based upon losses from continuing operations have
been excluded from the computations in both periods.
A reconciliation of the Company's income (loss) per share
calculations for the three-month period ended March 31, 2000 and
1999, respectively, is as follows:
<TABLE>
<CAPTION>
Loss from Per Share
(in thousands, except for per share amounts) Continuing
Operations Shares Amount
<S> <C> <C> <C>
For the three months ended March 31, 2000:
Basic and Diluted Loss Per Share: $ (2,569) 63,619 $(0.04)
For the three months ended March 31, 1999:
Basic and Diluted Loss Per Share: $ (662) 49,529 $(0.01)
</TABLE>
NOTE D - DISCONTINUED OPERATIONS
On March 29, 1999, the Company announced that it would divest its
Telephony and Healthcare businesses. By divesting the core
Telephony and Healthcare businesses, the Company plans to focus
its resources on its Internet subsidiary, eLottery, Inc.
Accordingly, the Company has pursued the sales of these
businesses since the announcement while continuing to execute
each division's respective business development plans. During
the fourth quarter of 1999, the Company finalized the plan of
disposal for these businesses, and accordingly, started
accounting for the businesses as discontinued operations.
On January 1, 2000, the Company completed the sale of its
Computer Telephony division to Inter-Tel, Incorporated for $44.3
million in cash plus the assumption of certain liabilities. The
$44.3 million in proceeds includes $4.0 million being held in
escrow, which is reflected as restricted cash in the accompanying
balance sheet. These funds will be released to the Company in
July 2000 and January 2001, subject to potential indemnity claims
by Inter-Tel. A portion of the proceeds was used to repay all of
the Company's outstanding revolving debt ($19.6 million) in
January 2000. The sales proceeds are subject to adjustment to be
determined in 2000.
eLOT is also continuing to pursue the sale of its Healthcare
business and its investment in Dialogic Communications
Corporation (DCC), a private company, based in Franklin,
Tennessee, that develops and markets interactive call processing
solutions for business, industry and government. In the
meantime, both businesses continue to execute their respective
plans for further business development.
Summarized financial information for the discontinued operations
is as follows (000):
<TABLE>
<CAPTION>
For the three months ended March 31, 2000 1999
<S> <C> <C>
Revenues $ 8,753 $ 31,749
Income (Loss) from Discontinued
Operations (1,231) (2,369)
Gain on sale of discontinued operations,
Net of Taxes 3,887 ---
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
As of March 31,2000 and December 31, 1999 2000 1999
<S> <C> <C>
Current Assets $ 18,230 $ 57,981
Total Assets 31,336 92,706
Current Liabilities 14,320 36,784
Total Liabilities 14,320 39,304
Net Assets 17,016 53,402
</TABLE>
In summary, the Company recorded an after-tax gain of $3.9
million related to the sale of discontinued operations in 2000.
This gain represents an after-tax gain of $14.9 million (net of a
tax provision of $9.9 million) on the sale of the Computer
Telephony division, a $5 million reserve related to the sale of
the remaining discontinued operations and a $6 million valuation
allowance against deferred tax assets that the Company estimates
will not be realizable when all of the discontinued operations
are sold.
During 1995, the Company acquired 47% of the common stock and
certain other assets of Dialogic Communications Corporation
(DCC), a vendor of certain telephony products, in exchange for
353,118 shares of the Company's common stock and $100,000 cash.
In January 2000, the Company acquired an additional 254,686
shares of DCC in exchange for 254,686 eLOT shares from an entity
controlled by a director of the Company. The Company believes it
now has a 51% interest in DCC. The purpose of the acquisition of
these shares was to maximize eLOT's investment upon sale of its
ownership in DCC.
NOTE E - OTHER MATTERS
For the three-month periods ended March 31, 2000 and 1999,
respectively, the Company made cash payments of approximately
$414,000 and $0.8 million for interest expense on indebtedness.
For the three month periods ended March 31, 2000 and 1999
respectively, the company made cash payments for income taxes of
approximately $33,000 and $51,000.
The market value of the Company's investment in Virtgame.com
declined subsequent to March 31, 2000. The amount of such
decline was approximately $180,000 as of May 10, 2000.
NOTE F - SUBSEQUENT EVENT
On April 19, 2000, the Company announced that it has terminated
merger discussions to acquire VGTI pursuant to a previously
signed Letter of Intent dated February 25, 2000.
8
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis explains trends in the
Company's financial condition as of
March 31, 2000 and results of operations for the three months
ended March 31, 2000 and 1999. It is intended to help
shareholders and other readers understand the dynamics of the
Company's business and the key factors underlying its financial
results. This discussion should be read in conjunction with the
consolidated financial statements and notes included elsewhere in
this Form 10-Q, and with the Company's audited consolidated
financial statements and notes thereto for the year ended
December 31, 1999 included in Form 10-K. Management believes
that certain statements in this discussion and analysis
constitute forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. Such
statements are based on current expectations, estimates and
projections about the industries in which the Company operates,
management's beliefs and assumptions made by management. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual
results, performance or achievements of the Company, or industry
results, to be materially different from any future results,
performance, or achievements expressed or implied by such forward-
looking statements. Such risks, uncertainties and assumptions
include, among others, the following: general economic and
business conditions; demographic changes; rapid technology
development and changes; timing of product introductions; the mix
of products/services; industry capacity and other industry
trends; and the ability of the Company to attract and retain key
employees.
OVERVIEW
eLOT, Inc., (formerly Executone Information Systems, Inc.)
through its subsidiary eLottery, Inc., is committed to leading
the governmental lottery industry into the e-commerce market. The
Company has developed, installed and operated systems that have
processed ten million e-commerce lottery ticket sales and
transactions. The Company has operated Internet, Intranet,
telephone, communications, accounting, banking, database and
other applications and services that can facilitate the
electronic sale of new and existing lottery products worldwide.
The Company has also developed transitional e-commerce solutions
for governmental lotteries, which leverage the power of the
Internet.
eLottery also operates a reward-entertainment lottery portal,
eLotteryFreeWay, which offers lottery and entertainment games
(for no consideration) with registered players earning "e-points"
that are redeemable for cash and merchandise. eLotteryFreeWay's
mission is to build an Internet community whose members are
expected to be highly predisposed to purchase governmental
lottery tickets over the Internet.
Discontinued Operations
In March 1999, eLOT announced its intention to divest its
Computer Telephony and Healthcare Communications divisions in
order to focus on the electronic lottery business conducted by
eLottery. eLOT engaged an investment banker to assist the
Company in selling these businesses and in October, 1999
announced the signing of an asset purchase agreement with Inter-
Tel to sell the Computer Telephony business for $44.3 million in
cash. This transaction closed on January 1, 2000. The Company
continues to execute its business plan to develop the Healthcare
Communications business while, at the same time, pursuing its
sale. The Company also continues to pursue the sale of its
investment in DCC. As a result of the Company finalizing the
plan of disposal for these businesses and investment, the
businesses and investment have been reflected in accompanying
consolidated financial statements and discussion and analysis as
discontinued operations.
9
<PAGE>
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THE THREE MONTHS
ENDED MARCH 31, 1999
RESULTS OF OPERATIONS
REVENUES: During the fourth quarter of 1999, the Company's
eLottery subsidiary began generating advertising revenues through
its lottery portal web site at www.eLotteryFreeWay.com launched
on November 9, 1999. Revenues were $150,000 for the three months
ended March 31, 2000.
PRIZES, CONTENT, ADVERTISING AND PROMOTION: Prizes, content,
advertising and promotions were $619,000 during the first quarter
of 2000. These expenses include "ePoints" earned by registered
players on the eLotteryfreeway entertainment site, cost of
editorial content and advertising and special promotional
programs designed to acquire new registered players and reward
our existing player base.
GENERAL & ADMINISTRATIVE: General & Administrative expenses were
$1.5 million for the period, up from $.7 million for the
comparable period in 1999. In addition to General &
Administrative expenses for the Company's eLottery subsidiary,
the results also include eLOT corporate expenses. The increase
in General & Administrative expenses is attributable to the
continued development of the eLottery business plan including
expanding the Company's eLotteryFreeWay portal web site, costs
incurred with preparing for the launch of the Company's Jamaica
and UK Lottery contracts to sell Lottery tickets over the
internet, implementation of the IMARCS software product in Idaho,
increased Lobbying efforts related to proposed U.S. government
legislation regarding our business, and increased personnel,
legal and occupancy costs.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization
expense for the three months was approximately $279,000 in 2000
and $358,000 in 1999.
INTEREST EXPENSE: Interest expense for 2000 was $414,000, a
decline of $339,000 from 1999. The decrease is due to lower
levels of bank borrowings in 2000 due to the repayment of the
credit facility on January 3, 2000.
OTHER INCOME, NET: Other income, net, decreased primarily due to
a nonrecurring $1.2 million gain in 1999 on the receipt of
payment from Claricom on a $5.9 million junior subordinated note
plus interest, along with the redemption of the warrants held by
the Company, both of which were part of the consideration
received in the 1996 sale of the direct sales organization.
Other Income in 2000 represents interest income earned from
investment of corporate funds.
DISCONTINUED OPERATIONS: Revenues from discontinued operations
were $8.8 million in 2000 compared to $31.7 million in 1999. The
decrease in revenue is due entirely to the sale of the Computer
Telephony business in January 2000. The loss from discontinued
operations was $1.2 million for 2000 versus $2.4 million for
1999, reflecting operating improvements.
The Company recorded an after-tax gain of $3.9 million related to
the sale of discontinued operations in 2000. This gain
represents an after-tax gain of $14.9 million (net of a tax
provision of $9.9 million) on the sale of the Computer Telephony
division, a $5 million reserve related to the sale of the
remaining discontinued operations and a $6 million valuation
allowance against deferred tax assets that the Company estimates
will not be realizable when all of the discontinued operations
are sold.
10
<PAGE>
OTHER MATTERS
The Company completed the review of its computer systems and the
implementation of new systems during 1999. As a result, the
Company did not experience any significant adverse impact of the
Year 2000 problem internally or from any of its major suppliers
or customers.
LIQUIDITY AND CAPITAL RESOURCES
In 1998, the Company entered into a credit facility with Fleet
Capital Corporation. The credit facility provided a maximum
overall credit line of $30 million consisting of a revolving line
of credit for direct borrowings, along with standby and trade
letters of credit. The credit facility was secured by
substantially all of the Company's assets and had a five-year
term. Upon the sale of the Computer Telephony business on
January 1, 2000, the outstanding balance of $19.6 million under
this credit facility was repaid and the facility was terminated.
After paying down this facility, the Company had approximately
$19 million in cash and cash equivalents, $4.0 million of which
is restricted in an escrow account. These funds will be released
to the Company in July 2000 and January 2001, subject to
potential indemnity claims by Inter-Tel.
The Company expects that the current cash and cash equivalents on
hand plus the proceeds to be received upon the dispositions of
the Healthcare business and investment in DCC will provide
sufficient cash and liquidity to finance the investment in the
eLottery business for an additional 18 to 24 months.
At March 31, 2000, cash and cash equivalents amounted to $18.3
million, including restricted cash of $4.0 million.
Cash used by continuing operating activities was $11.3 million in
the first quarter of 2000, $7.6 million more than in 1999. Cash
used by discontinued operating activities in 2000 was $2.8
million versus $1.8 million in 1999.
Cash provided by investing activities was approximately $46.1
million in 2000, primarily due to the proceeds received from the
sale of the Computer Telephony business of $44.3 million and the
repayment by certain key management of the ESIP loans for $2.6
million. Cash provided by investing activities totaled $7.6
million for 1999.
The Company used $18.7 million in cash from financing activities
during the first three-month period of 2000. The primary use of
cash was the repayment of the outstanding balance under the
credit facility and other long term debt of $20.1 million, offset
partially by proceeds from the exercise of stock options. During
1999, the Company used $2.7 million in its financing activities,
primarily to repay borrowings of $1.3 million along with $1.3
million to repurchase 420,000 shares of the Company's common
stock.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGES IN SECURITIES
Not applicable.
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
11 - Statement Regarding Computation of Per
Share Earnings (see Note C of Notes to
Consolidated Financial Statements in Part I,
Item 1).
b) Reports on Form 8-K
Not applicable.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report for the
quarterly period ended March 31, 2000 on Form 10-Q to be signed
on its behalf by the undersigned thereunto duly authorized.
eLOT, Inc.
Dated: May 15, 2000 /s/ Stanley J. Kabala
Stanley J. Kabala
Chairman, President and Chief Executive Officer
Dated: May 15, 2000 /s/ Edward W. Stone
Edward W. Stone
Senior Vice President and Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements included in the registrant's filing on Form 10-Q for the
quarterly period ended March 30, 2000 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-30-2000
<CASH> 18,278
<SECURITIES> 0
<RECEIVABLES> 158
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 35,973
<PP&E> 2,918
<DEPRECIATION> 0
<TOTAL-ASSETS> 41,513
<CURRENT-LIABILITIES> 5,535
<BONDS> 0
0
0
<COMMON> 640
<OTHER-SE> 22,047
<TOTAL-LIABILITY-AND-EQUITY> 41,513
<SALES> 150
<TOTAL-REVENUES> 150
<CGS> 2,418
<TOTAL-COSTS> 2,418
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 414
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,569)
<DISCONTINUED> 2,656
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 87
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
