<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[Mark one]
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended JUNE 30, 1998
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: 0-14675
CAMERA PLATFORMS INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-4024550
---------------------------- -------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
10909 Vanowen Street, North Hollywood, California 91605
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(818) 623-1700
---------------------------------------------------
(Registrant- telephone number, including area code)
Not Applicable
----------------------------------------------------
(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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 14, 1998.
<TABLE>
<S> <C>
Common Stock $.0005 par value 13,768,228
----------------------------- ---------------
(Class) (Number of shares)
</TABLE>
<PAGE> 2
CAMERA PLATFORMS INTERNATIONAL, INC.
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements:
Condensed Consolidated Statement of Financial Position
at June 30, 1998, and December 31, 1997 3
Condensed Consolidated Statement of Operations for the
Three Months ended June 30, 1998 and 1997, and the
Six Months ended June 30, 1998 and 1997 4
Condensed Consolidated Statement of Cash Flows for the
Six Months ended June 30, 1998 and 1997 5
Notes to Condensed Consolidated Unaudited Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
PART II. OTHER INFORMATION 12
Signature Page 12
</TABLE>
-2-
<PAGE> 3
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
JUNE 30, December 31,
1998 1997
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 82,000 $ 77,000
Accounts receivable, less allowance for doubtful accounts
of $47,000 in 1998 and $46,000 in 1997 471,000 177,000
Current maturities of net investment in sales-type lease
and installment sale 42,000 42,000
Inventories 1,351,000 322,000
Prepaid expenses 170,000 98,000
------------- -------------
TOTAL CURRENT ASSETS 2,116,000 716,000
Property and equipment, net of accumulated depreciation
and a $542,000 rental asset valuation allowance 4,714,000 1,446,000
Net investment in sales-type lease and installment sale,
net of current maturities 62,000 90,000
Goodwill, net of accumulated amortization 992,000
Deposits and other noncurrent assets 97,000 246,000
------------- -------------
$ 7,981,000 $ 2,498,000
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 972,000 $ 478,000
Current portion of long-term debt 1,442,000 560,000
Customer deposits 64,000 31,000
Deferred Revenue 29,000 12,000
Other current liabilities 344,000 52,000
------------- -------------
TOTAL CURRENT LIABILITIES 2,851,000 1,133,000
Long-term debt, net of current maturities 4,415,000 811,000
SHAREHOLDERS' EQUITY
Common stock-$.0005 par value; 15,000,000
shares authorized; shares
issued and outstanding: 13,768,228 in
1998 and 12,418,228 and 1997 6,000 6,000
Additional paid-in capital 24,137,000 22,792,000
Accumulated deficit (23,428,000) (22,244,000)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY 715,000 554,000
------------- -------------
$ 7,981,000 $ 2,498,000
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-3-
<PAGE> 4
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
- ------------------------------------------------------------------------------------------------------------
1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES
Sales $ 283,000 $ 583,000 $ 344,000 $ 1,177,000
Rentals 784,000 452,000 1,316,000 813,000
------------ ------------ ------------ ------------
1,067,000 1,035,000 1,660,000 1,990,000
------------ ------------ ------------ ------------
EXPENSES
Cost of sales 214,000 371,000 249,000 779,000
Cost of rentals 932,000 390,000 1,430,000 720,000
Selling, general and administrative 553,000 534,000 1,044,000 797,000
Interest 86,000 21,000 151,000 31,000
------------ ------------ ------------ ------------
1,785,000 1,316,000 2,874,000 2,358,000
------------ ------------ ------------ ------------
Operating loss (718,000) (281,000) (1,214,000) (337,000)
Foreign currency exchange gain (loss) -- 12,000 -- 23,000
Other income (expense) 25,000 (4,000) 30,000 50,000
------------ ------------ ------------ ------------
NET LOSS $ (693,000) $ (273,000) $ (1,184,000) $ (264,000)
NET LOSS PER SHARE OF COMMON STOCK $ (0.05) $ (0.02) $ (0.09) $ (0.02)
WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING 12,843,228 12,418,228 13,768,228 12,418,228
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-4-
<PAGE> 5
CAMERA PLATFORMS INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Six months ended JUNE 30, 1998 June 30, 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (1,184,000) $ (264,000)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 326,000 201,000
(Gain) on sale of equipment (95,000)
Provision (credit) for doubtful accounts 1,000 (26,000)
Changes in assets and liabilities:
Accounts receivable (295,000) (192,000)
Inventories (1,029,000) (20,000)
Prepaid expenses (72,000) (31,000)
Deposits and noncurrent assets 213,000 78,000
Accounts payable 494,000 390,000
Other current liabilities 342,000 (90,000)
- ------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (1,204,000) (49,000)
- ------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of property and equipment (3,663,000) (251,000)
Proceeds from sale of equipment 81,000 208,000
Purchase of goodwill and covenant not to compete (1,040,000)
- ------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (4,622,000) (43,000)
- ------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Proceeds from borrowings of short-term debt 190,000 170,000
Principal payment on short-term debt (10,000) (142,000)
Proceeds from borrowing of long-term debt 4,754,000 --
Principal payment on long-term debt (448,000) --
Proceeds from issuance of common stock 1,345,000 --
- ------------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 5,831,000 28,000
- ------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH 5,000 (64,000)
Cash at beginning of year 77,000 181,000
- ------------------------------------------------------------------------------------------
CASH AT END OF PERIOD $ 82,000 $ 117,000
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Interest $ 146,000 $ 21,000
Income taxes 1,000 1,000
</TABLE>
SEE ACCOMPANYING NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
-5-
<PAGE> 6
CAMERA PLATFORMS INTERNATIONAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Rule 10-01 of Regulation S-X. 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 normal
recurring adjustments considered necessary for a fair presentation have been
included. Operating results for the six month period ended June 30, 1998 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1998. For further information refer to the financial statements and
footnotes thereto included in the Company's annual report on Form 10-K for the
year ended December 31, 1997.
NOTE 2 - ACQUISITIONS
On April 6, 1988, the Company acquired the business of Production
Services-Atlanta, Inc. ("PSA") for a total consideration of $2.1 million
consisting of (i) $1 million cash at closing, (ii) a $500,000 promissory note
due in three years, interest payable quarterly at 8%, and (iii) 600,000 shares
of Company common stock, at an agreed upon value of $1 per share. The promissory
note is secured by a lien on the acquired assets, subordinate to the lien of the
Company's primary lender. The $1 million cash at closing, together with $250,000
in working capital, was funded by Foothill Capital Corporation ("Foothill"). The
Foothill loan fully amortizes over sixty months, with interest payable monthly
at the reference rate plus 2%. The Foothill loan is collateralized by all the
assets of PSA.
On May 27, 1998, the Company acquired all the stock of Fluid Images, Inc.,
("Fluid Images") an Oregon corporation, including all assets of Fluid Images,
the name "Akela Cranes", but excluding all liabilities except certain accounts
payable and debt of Fluid Images, for a purchase price of $2.5 million.
Immediately upon acquisition, Fluid Images was liquidated and its assets and
liabilities were assumed by the Company. The consideration consisted of (i) $1
million cash at closing, (ii) a $750,000 promissory note with $250,000 annual
principal reductions, interest only payable quarterly at 10%, and (iii) 750,000
shares of the Company's common stock, at an agreed upon value of $1 per share.
The promissory note is unsecured. The $1 million cash at closing was funded by
Foothill. The Foothill loan fully amortizes over sixty months, with interest
payable monthly at the reference rate plus 2%. The Foothill loan is
collateralized by all the acquired assets.
The pro forma unaudited results of operations for the six months ended June 30,
1998 and 1997,
-6-
<PAGE> 7
CAMERA PLATFORMS INTERNATIONAL, INC.
assuming consummations of the purchases as of January 1, 1997, are as follows:
<TABLE>
<CAPTION>
Six months ended June 30,
---------------------------------
1998 1997
-------------- -------------
<S> <C> <C>
Net revenue......................................... $ 2,181,000 $ 2,952,392
Net income (loss)................................... (1,582,000) (667,410)
Net loss per share.................................. (.12) (.05)
</TABLE>
NOTE 3 - INVENTORIES
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------- -------------
<S> <C> <C>
Raw materials ...... $ -- $ --
Work in process .................................... 602,000 185,000
Finished goods ..................................... 749,000 137,000
------------- -------------
$ 1,351,000 $ 322,000
============= =============
</TABLE>
NOTE 4 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
June 30, December 31,
1998 1997
------------- -------------
<S> <C> <C>
Rental equipment ................................... $ 8,317,000 $ 4,930,000
Machinery and equipment ............................ 373,000 350,000
Leasehold improvements ............................. 71,000 60,000
Furniture and fixtures ............................. 137,000 62,000
Automobiles and trucks ............................. 143,000 57,000
------------- -------------
9,041,000 5,459,000
Less accumulated depreciation and amortization ..... 3,785,000 3,471,000
Less rental asset valuation allowance .............. 542,000 542,000
------------- -------------
$ 4,714,000 $ 1,446,000
============= =============
</TABLE>
Accumulated depreciation and amortization pertaining to rental equipment
amounted to $3,233,000 in 1998 and $3,065,000 in 1997.
NOTE 5 - LONG TERM DEBT
The Company has a $2,500,000 credit facility with Foothill Capital Corporation
("Foothill"), consisting of (1) $1,250,000 term loan, (2) $750,000 revolving
line of credit and (3) $500,000 finished goods inventory line of credit, with
interest at reference rate plus 2% (effective rate of 10.5% at June 30 ,1998),
maturing January 15, 2000. The term loan requires monthly principal reductions
of $25,000. Outstanding balances at June 30, 1998 totaled $950,000, $747,500 and
$267,875 under the term loan, revolving credit facility and finished goods
inventory line, respectively.
-7-
<PAGE> 8
CAMERA PLATFORMS INTERNATIONAL, INC.
As part of the purchase of PSA and Fluid Images, Inc. (Note 2), Foothill
provided $2.25 million in funding, amortizing over sixty months, with interest
at reference rate plus 2% (effective rate of 10.5% at June 30, 1998). The
outstanding balance at June 30, 1998 was $2,191,668.
All the Foothill loans are cross-collateralized and are secured by substantially
all of the assets of the Company.
The Company is financing its remaining obligation on its purchase of the
worldwide rights to the "Enlouva" patents and trademark over thirty-five equal
monthly installments of $1,000, including interest at 10%. The note matures
December, 1999.
The Company has two promissory notes due to former shareholders of acquired
companies (see Note 2) totaling $1,250,000.
The Company has a $250,000 unsecured obligation to the former majority
shareholder of the Company, bearing interest at the Bank of Boston reference
rate (8.5% at June 30, 1998) which was due and payable together with accrued
interest thereon on April 11, 1998. Discussions have been initiated concerning
extensions and accommodations under the note.
In January, 1998 the Company financed the purchase of Third Encore by its wholly
owned subsidiary, Shotmaker Sound, Inc., with a $150,000 convertible promissory
note, interest payable monthly at reference rate plus 2% (10.5% at June 30,
1998), with principal due January, 1999. The principal amount of the note is
convertible into up to 600,000 share of the Company's common stock upon fifteen
days prior written notice.
NOTE 6 - CONTINGENCIES
Purchase Commitments
In 1993, the Company entered into a five-year distribution agreement with
Panther GmbH. This agreement may be extended in one year increments to a total
of eight years if certain conditions are met at the end of the distribution term
and subsequent annual extension periods. Pursuant to the agreement, the Company
has been granted exclusive distribution rights for all Panther products in North
America. The distribution agreement has certain minimum purchase requirements.
The minimum purchase commitment for the year ending July 31, 1998 is DM
1,200,000 ($706,000). The original agreement expired July 31, 1998; the Company
has notified Panther GmbH of its desire the extend the agreement.
NOTE 7 - INCOME TAXES
The Company utilizes the liability method to account for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws expected to apply when the
differences are expected to reverse.
At June 30, 1998, the Company had net operating loss carry forwards of
approximately $23
-8-
<PAGE> 9
CAMERA PLATFORMS INTERNATIONAL, INC.
million for federal tax purposes, which expire from 2000 to 2012. Because of
statutory ownership changes, the amount of net operating losses which may be
utilized in future years is subject to significant annual limitations. The
Company has California net operating loss carry forwards of approximately $4
million for tax purposes, which expire from 1998 to 2002. The Company also has
federal research and development credits of approximately $64,000, expiring in
2001 and 2002, which may be used to offset future tax liabilities. At June 30,
1998, total deferred tax assets, consisting principally of net operating loss
carry forwards, amounted to approximately $8 million. For financial reporting
purposes, a valuation allowance has been recognized in an amount equal to such
deferred tax assets due to the uncertainty surrounding their ultimate
realization.
The effective tax rate differs from the U.S. Federal statutory rate principally
due to the valuation allowance recognized due to the uncertainty surrounding the
ultimate realization of deferred tax assets.
-9-
<PAGE> 10
CAMERA PLATFORMS INTERNATIONAL, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
LIQUIDITY AND CAPITAL RESOURCES
In October, 1997, the Company obtained a $2.5 million credit facility from
Foothill Capital Corporation consisting of a $1,250,000 term loan, a $750,000
revolving line of credit and a $500,000 inventory equipment line of credit. The
loan matures in January, 2000. Subsequently, Foothill provided financing for the
acquisitions of Production Services-Atlanta and Fluid Images, Inc., totaling
$2.25 million. The loans require monthly principal reductions in the amount of
$62,500, together with monthly interest payments, all of which were current at
June 30, 1998.
The Company believes that working capital will be impaired unless the Company
realizes a significant improvement in sales in the third quarter. Management
believes this is likely given the imminent introduction of the Shotmaker Blue
Dollies.
RESULTS OF OPERATIONS
The following analysis compares the three months ended June 30, 1998, with the
three months ended June 30, 1997, and the six months ended June 30, 1998, with
the six months ended June 30, 1997.
The Company's revenues for the second quarter and first six months of 1998
decreased by 15% and 34%, respectively, as compared with the corresponding
periods of the prior year. Second quarter sales revenues decreased by 51% over
the comparative period of 1997. Year-to-date sales revenues decreased by 71%.
The decrease in sales was attributable primarily to the Company's decision to
discontinue selling Scorpio remote heads, which accounted for $406,000 in sales
during the first six months of 1997, together with lower demand for the Panther
Pegasus crane, whose sales decreased from $360,000 in the first two quarters of
1997 to $68,000 in the corresponding period of 1998. International customers
accounted for 70% of sales for the second quarter, as compared with 45% in the
second quarter of 1997. Year-to-date, international customers accounted for 68%
of sales, as compared with 66% in the corresponding period of 1997.
The Company's camera car rental revenues decreased by 46% compared with the same
quarter of 1997, while dolly and crane rental revenues in California increased
by 10%. Year to date, camera car revenues decreased by 32%, while dolly and
crane rentals decreased by 17%. Total rental revenues for the second quarter
increased by 32% over the same quarter of 1997 due to revenues from the
Atlanta/Nashville operation and the acquisition of the Akela cranes in late May,
1998.
-10-
<PAGE> 11
CAMERA PLATFORMS INTERNATIONAL, INC.
Gross margin on sales decreased from 36% in the second quarter of 1997 to 24% in
the current quarter. Year-to-date sales gross margins decreased from 34% in 1997
to 28% in 1998. The lower margins in the current year are due primarily to low
margins on the first group of Shotmaker Blue Dollies, which were imported at a
high per unit cost. Rental gross margins decreased from 14% in the second
quarter of 1997 to -38% in the current quarter. Year-to-date rental gross
margins decreased from 11% to -28%. The decreases in gross margin are due to
lower revenues in the California rental operation, increased expenses in the
dolly and crane department in California, and substantial rental losses
associated with the Atlanta, Nashville and New York operations.
Selling, general and administrative expense for the second quarter increased by
approximately 27% over 1997. Year-to-date, the increase was 44%. The increase
was attributable to increased advertising, depreciation, insurance, payroll, and
repairs and maintenance. Travel expenses increased by $26,000, or 224% year to
date, associated with the Company's negotiations and acquisitions in New York,
Atlanta, Nashville and Oregon.
Interest expense increased by 310% from the second quarter of 1997, and 380%
year-to-date over 1997. The increase reflects the Company's use of debt
financing to acquire PSA Atlanta/Nashville and Fluid Images, Inc., as well as
the increased debt used to finance operating losses.
The Company's net loss increased $578,000 (503%) in the second quarter, and
$1,020,000 (602%) year-to-date. The net loss per share for the quarter increased
from $0.02 to $0.05, and the net loss per share for the six months increased
from $0.02 to $0.09.
Inflation has not had a material impact on the Company's operations to date, and
the Company believes it will not have a material effect on operations in the
next twelve months.
All international sales are denominated and remitted in U.S. dollars, and
foreign transactions are generally settled within a short period of time.
Accordingly, the Company does not anticipate that foreign currency fluctuations
will have a material effect on operations in the next twelve months.
-11-
<PAGE> 12
CAMERA PLATFORMS INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Items 1, 2, 3 and 5
Not applicable
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 6. Exhibits and Reports on Form 8-K.
The Company filed a report on Form 8-Ka, dated May 17, 1998, which amended a
previous report on Form 8-K dated March 17, 1998, which disclosed the purchase
of the business assets of Production Services-Atlanta. The amended form 8-Ka was
filed to provide historical audited financial information on the acquired
entity, and certain pro forma financial information, as required.
The Company filed a report on Form 8-K, dated June 11, 1998, disclosing its
agreement to buy Fluid Images, Inc., an Oregon Corporation. No financial
statements were included in the filing. The Company filed a report on Form 8-K,
dated June 23, 1998 disclosing an action without meeting by the majority
shareholder of the Company, Shotmaker Acquisition Corp, and the subsequent
termination of the President and Chief Operating Officer of the Company.
The Company filed a report on Form 8-Ka, dated August 11, 1998, which amended a
previous report filed on Form 8-K dated June 11, 1998, which disclosed the
purchase of Fluid Images, Inc. The amended form 8-Ka was filed to provide
historical audited financial information on the acquired entity, and certain pro
forma financial information, as required.
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.
CAMERA PLATFORMS INTERNATIONAL, INC.
/s/ TREVOR BARKER
---------------------------------------------
Date: August 14, 1998 Trevor Barker
Chief Operating Officer
/s/ RONALD J. RIDDLE
---------------------------------------------
Date: August 14, 1998 Ronald J. Riddle
Chief Financial Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET, CONSOLIDATED STATEMENT OF INCOME AND THE
CONSOLIDATED STATEMENTS OF CASH FLOW AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 82,000
<SECURITIES> 0
<RECEIVABLES> 518,000
<ALLOWANCES> (47,000)
<INVENTORY> 1,351,000
<CURRENT-ASSETS> 2,116,000
<PP&E> 9,041,000
<DEPRECIATION> 3,785,000
<TOTAL-ASSETS> 7,981,000
<CURRENT-LIABILITIES> 2,851,000
<BONDS> 0
0
0
<COMMON> 6,000
<OTHER-SE> 709,000
<TOTAL-LIABILITY-AND-EQUITY> 7,981,000
<SALES> 283,000
<TOTAL-REVENUES> 1,092,000
<CGS> 214,000
<TOTAL-COSTS> 1,146,000
<OTHER-EXPENSES> 552,000
<LOSS-PROVISION> 1,000
<INTEREST-EXPENSE> 86,000
<INCOME-PRETAX> (693,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (693,000)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
