<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark one)
[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 l5(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 0-16097
BAYOU INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 98-0079697
- ------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organisation) Identification No.)
</TABLE>
210 Kings Way South Melbourne, Victoria, 3205 Australia
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 0ll (613) 9234 - 1100
--------------------------
Securities registered pursuant to Section 12(b) of the Act :
<TABLE>
<CAPTION>
Title of each class Name of each exchange
on which registered
<S> <C> <C>
N/A N/A
--- ---
</TABLE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.0001 per share
(Title of Class)
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 the past 90 days.
Yes X No
--------- ------------
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the restraint has filed all documents and reports
required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of
1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes No
----------- ------------
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. There were 6,347,089
outstanding shares of Common Stock as of September 30, 1999.
1
<PAGE> 2
PART 1
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTRODUCTION TO INTERIM FINANCIAL STATEMENTS.
The interim financial statements included here in have been prepared by
Bayou International, Ltd. (the "Company") without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (The "Commission").
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations, although
the Company believes that the disclosures are adequate to make the information
presented not misleading. These interim financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended June 30, 1999.
In the opinion of management, all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial position
of the Company as of September 30, 1999 and September 30, 1998, the results of
its operations for the three month periods ended September 30, 1999 and
September 30, 1998, and the changes in its cash flows for the three month
periods ended September 30, 1999 and September 30, 1998, have been included. The
results of operations for the interim periods are not necessarily indicative of
the results for the full year.
The results of the Company's operations for the three months ended
September 30, 1998 were effected by the sale, on July 8, 1998 of the Company's
sole operating subsidiary, Solmecs Corporation N.V. ("Solmecs"), in exchange for
an approximate 24% interest in the acquirer. The results of operations of
Solmecs are presented in the consolidated financial statements as discontinued
operations. The results for previous periods have been restated accordingly.
UNLESS OTHERWISE INDICATED, ALL FINANCIAL INFORMATION PRESENTED IS IN
AUSTRALIAN DOLLARS.
2
<PAGE> 3
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Balance Sheets
September 30, 1999 and June 30, 1999
and September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
ASSETS
------
A $000's A $000's A $000's
Sept 30 June 30 Sept 30
1999 1999 1998
---------- -------- -------
<S> <C> <C> <C>
Current Assets:
Cash 1 1 1
----------------------------------------------
Total Current Assets 1 1 1
----------------------------------------------
Other Assets:
Investments 661 661 4,516
Organisational Costs, net 1 1 1
----------------------------------------------
Total Other Assets 662 662 4,517
----------------------------------------------
Total Assets 663 663 4,518
==============================================
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Accounts Payable and Accrued Expenses 318 296 221
----------------------------------------------
Total Current Liabilities 318 296 221
----------------------------------------------
Long-Term Debt - 4,006 3,740
----------------------------------------------
Total Liabilities 318 4,302 3,961
----------------------------------------------
Stockholders' Equity (Deficit):
Common Stock: $.0001 par value
25,000,000 shares authorised,
6,347,089 issued and outstanding 1 9,388 9,388
less Treasury Stock at Cost, 50,000 shares (20) (20) (20)
Additional Paid-in-Capital 25,055 11,592 11,592
Accumulated other Comprehensive Loss (5,844) (5,844) (1,989)
Retained Deficits (18,847) (18,755) (18,414)
----------------------------------------------
Total Stockholders' Deficit 345 (3,639) (557)
----------------------------------------------
Total Liabilities and
Stockholders' Equity 663 663 4,518
==============================================
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.
3
<PAGE> 4
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Operations
Three Months Ended September 30 1999, Year Ended June 30, 1999
and three months ended September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
A$000's A$000's
Three A$000's Three
Months Year Months
Ended Ended Ended
Sept 30 June 30 Sept 30
1999 1999 1998
--------- --------- -------
<S> <C> <C> <C>
Revenues:
Other Income - - -
-------------------------------------------------
- - -
-------------------------------------------------
Costs and Expenses:
Interest Expense 58 321 77
Legal, Accounting & Professional 4 34 15
Administrative 30 133 55
--------------------------------------------------
92 488 147
--------------------------------------------------
Loss from Operations (92) (488) (147)
Gain (Loss) on Disposition of Assets - - -
Foreign Currency Exchange Gain (Loss) - - -
--------------------------------------------------
- - (147)
--------------------------------------------------
Income (Loss) before Income Tax (92) (488) (147)
Provision for Income Tax - - -
--------------------------------------------------
Net Income (Loss) (92) (488) (147)
--------------------------------------------------
Earnings Per Common Equivalent Share
From Continuing Operations .00 (.01) .00
--------------------------------------------------
Total .00 (.01) .00
==================================================
Weighted Number of Common
Equivalent Shares Outstanding 33,410 46,942 46,942
==================================================
</TABLE>
The accompanying notes are an integral
part of these consolidated financial
statements.
4
<PAGE> 5
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Stockholders' Equity
September 30, 1999 and June 30, 1999
and September 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
Shares Common Treasury Paid in Retained Accumulated
------ Stock Stock at Capital Earnings Other
Amount Cost (Deficit) -------- Comprehensive
------ -------- --------- Loss
----
000's A$000's A$000's A$000's A$000's A$000's
<S> <C> <C> <C> <C> <C> <C>
Balance June 30, 1997 46,942 9,388 - 11,592 (24,051) (435)
Net income three months
ending 9-30-97 - - - - (29) -
Foreign Currency Translation - - - - - (262)
----------------------------------------------------------------------------------
Balance September 30, 1997 46,942 9,388 - 11,592 (24,080) (697)
Net income nine months ending
9-30-98 - - - - 5,813 -
Foreign Currency Translation - - - - - (1,292)
Acquisition of Treasury Stock
at Cost, 50,000 Shares - - (20) - - -
----------------------------------------------------------------------------------
Balance June 30, 1998 46,942 9,388 (20) 11,592 (18,267) (1,989)
Net Income three months
ending 9-30-98 - - - - (147) -
----------------------------------------------------------------------------------
Balance September 30, 1998 46,942 9,388 (20) 11,592 (18,414) (1,989)
Net income nine months ending
6-30-99 - - - - (341) -
Net unrealised loss on
marketable securities - - - - - (3,855)
----------------------------------------------------------------------------------
Balance June 30, 1999 46,942 9,388 (20) 11,592 (18,755) (5,844)
20 for 1 Reverse Stock Split (44,595) (9,387) - 9,387 - -
Issuance of 4,000,000 shares
in lieu of debt repayment 4,000 - - 4,076 - -
Net Income three months
ending 9-30-99 - - - - 92 -
----------------------------------------------------------------------------------
Balance September 30, 1999 6,347 1 (20) 25,055 (18,847) (5,844)
----------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral
part of these consolidated financial
statements.
5
<PAGE> 6
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Consolidated Statements of Cash Flows
Three Months Ended September 30, 1999 and 1998
and Year Ended June 30, 1999
(Unaudited)
<TABLE>
<CAPTION>
A $000's A $000's A $000's
3 Months Year 3 Months
Ended Ended Ended
Sept 30 June 30 Sept 30
1999 1999 1998
-------- ------- -------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss) (92) (488) (147)
Adjustments:
Foreign Currency Translation - - -
Depreciation and Amortisation - - -
(Gain) Loss on Disposition of Assets - - -
Diminution of Value - - -
Change Net of Effects of Subsidiary
Acquisitions:
Accounts Receivable - - -
A/P and Accrued Liabilities 22 67 8
-------------------------------------------
Net Cash Provided (Used) in Continuing Operations (70) (421) (155)
-------------------------------------------
CASH FLOW FROM INVESTING ACTIVITIES:
Investment in Treasury Stock - - -
Capital Expenditures, Net - - -
Net Proceeds from Investments - - -
Investment in Subsidiary - - -
--------------------------------------------
Net Cash Provided (Used) in Investing Activities - - -
--------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowing under Credit Line Arrangements - - -
Net Borrowing from Affiliates 70 421 155
Net Borrowings - - -
--------------------------------------------
Net Cash Provided by Financing Activities 70 421 155
--------------------------------------------
Net Increase (Decrease) in Cash - - -
Cash at Beginning of Year 1 1 1
---------------------------------------------
Cash at End of Year 1 1 1
=============================================
Supplemental Disclosures:
Common Stock Issued in Lieu of
Debt Repayment $ 4,076 - -
Interest Paid (Net Capitalised) 58 321 77
Income Tax Paid $ - - -
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements
6
<PAGE> 7
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
September 30, 1999, June 30, 1999 and
September 30, 1998
(1) ORGANISATION
Bayou International, Ltd. (Bayou) is incorporated in the State of Delaware. The
principal shareholder of Bayou is Edensor Nominees Proprietary Limited
(Edensor), an Australian corporation. Edensor owned 78.8% of Bayou as of
September 30, 1999.
Bayou acquired a controlling interest on September 3, 1987 in former subsidiary,
Solmecs Corporation N.V. ("Solmecs") and 100% ownership on January 2, 1992.
Bayou sold its interest in Solmecs effective June 5, 1998.
During fiscal 1998, Bayou incorporated a further subsidiary, Bayou Australia Pty
Ltd, under the laws of Australia. Bayou Australia Pty Ltd has not traded at
September 30, 1998.
(2) INVESTMENT SECURITIES
The following is a summary of Investment Securities at September 30, 1999, June
30, 1999 and September 30, 1998:
<TABLE>
<CAPTION>
A$000's A$000's A$000's
Sept 30 June 30 Sept 30
1999 1999 1998
---- ---- ----
<S> <C> <C> <C>
Investment Cost Method 4,516 4,516 -
Trading Securities:
Marketable Equity
Securities, at cost - - -
Gross Unrealised Gains - - -
Gross Unrealised Losses (3,855) (3,855) -
-------------------------------------------
Marketable Equity Securities,
at fair value 661 661 -
===========================================
</TABLE>
The investment using this cost method is carried at cost. Dividends received
from the investment carried at cost are included in other income. Dividends
received in excess of the Company's proportionate share of accumulated earnings
("return of capital dividends") are applied as a reduction of the cost of the
investment.
7
<PAGE> 8
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
September 30, 1999, June 30, 1999 and
September 30, 1998
(3) SHORT TERM AND LONG TERM DEBT
The following is a summary of Bayou's borrowing arrangements as of September 30,
1999, June 30, 1999 and September 30, 1998.
<TABLE>
<CAPTION>
A$000's A$000's A$000's
Sept 30 June 30 Sept 30
Long-Term 1999 1999 1998
- --------- ---- ---- ----
<S> <C> <C> <C>
Loan from corporations affiliated with the President of Bayou.
Interest accrues at the ANZ Banking Group Limited rate + 1% for
overdrafts over $100,000. Repayment of loan not required
before June 30, 2000. (1) - 4,006 3,740
--------------------------------------------
Total Long-Term - 4,006 3,740
--------------------------------------------
Short-Term
- ----------
Overdraft arrangement with
balance accruing interest - - -
Notes Payable - Affiliates - - -
--------------------------------------------
Total Short-Term - - -
--------------------------------------------
Total - 4,006 3,740
============================================
</TABLE>
(1) Repaid through the issuance of 4,000,000 post split shares. Balance at
the date of the stock issuance was approximately $4,076,000.
8
<PAGE> 9
BAYOU INTERNATIONAL, LTD. AND SUBSIDIARY
Notes to Consolidated Financial Statements
September 30, 1999, June 30, 1999 and
September 30, 1998
(4) AFFILIATE TRANSACTIONS
Bayou advances to and receives advances from various affiliates. All advances
between consolidated affiliates are eliminated on consolidation. At September
30, 1999, Bayou had no outstanding advances to or from unconsolidated affiliated
companies. $299,000,$275,000 and $197,000 of accounts payable for the years
shown is due to an affiliated management company.
(5) SALE OF SOLMECS
Pursuant to a stock purchase agreement dated as of June 5, 1998, the Company
acquired 499,701 shares in SCNV Acquisition Corp ("SCNV"), representing
approximately 24% of the issued and outstanding share capital of SCNV, in return
for the whole of the share capital of Solmecs Corporation N.V., a Netherlands
Antilles company which prior to the exchange was formerly a wholly owned
subsidiary of the Company. The 499,701 shares has been valued at US$2,800,000 or
A$4,516,000 and will be accounted for using the cost method because the Company
does not exercise significant influences over SCNV's operating and financial
activities (see note 4). The sale resulted in a gain of $5,899,000 which is
included in other income.
SCNV is a Delaware corporation established May 1997 to select, develop and
commercially exploit proprietary technologies, in various stages of development,
invented primary by scientists who immigrated to Israel from and by scientists
and institutions in Russia and other countries that formerly comprised the
Soviet Union. Simultaneously with the SCNV stock acquisition by the Company,
SCNV completed an initial public offering of common stock and warrants which
resulted in gross proceeds of approximately US$5,900,000.
The Company has been granted certain demand and "piggyback" registration rights
with respect to the SCNV shares. Notwithstanding the foregoing, the Company has
agreed not to sell, grant options for sale or assign or transfer any of the SCNV
shares, for a period of 24 months from the closing of the ("Lock-up") agreement,
provided, however, that under certain circumstances, the Company shall have the
right to distribute the SCNV shares pro rata to its stockholders and provide
further that the recipients will take such shares subject to the remaining term
of the lock-up. The Company does not currently have any plans to distribute the
SCNV shares to its stockholders.
(6) INCOME TAXES
Bayou files its income tax returns on an accrual basis. Bayou has carry forward
losses of approximately US$14 million as of June 30, 1999 which expire in the
years 1999 through 2012. Due to the uncertainty as to realisation of these
losses, a valuation allowance of US$4.7 million has been recorded to off set the
tax benefit of the carry forward losses.
(7) CHANGES IN STOCKHOLDERS' EQUITY
On July 17, 1999 Bayou amended its Articles of Incorporation to reduce the $0.15
par value common stock to $0.0001 par value and authorise the issue of a total
of twenty-five million (25,000,000) shares of common stock, no par value per
share.
At the same time Bayou adopted a resolution to effect a one for twenty reverse
stock split. Each of Bayou's $0.0001 issued and outstanding shares of common
stock, par value $0.15 (A$0.20) as of July 17, 1999 were converted and
reclassified into one twentieth (1/20) of a share of common stock, $0.0001 par
value. This reverse stock split became effective September 1, 1999.
(8) GOING CONCERN
The accompanying consolidated financial statements have been prepared in
conformity with generally accepted accounting principles, which contemplates
continuation of Bayou and Solmecs as a going concern. However, Bayou has
sustained recurring losses. In addition, Bayou has no net working capital, which
raises substantial doubts as to its ability to continue as going concerns.
Bayou anticipates that it will be able to defer repayment of certain of its
short term loan commitments until it has sufficient liquidity to enable these
loans to be repaid or other arrangements to be put in place.
In addition Bayou has historically relied on loans and advances from
corporations affiliated with the President of Bayou. Based on discussions with
these affiliate companies and the President. Bayou believes this source of
funding will continue to be available.
Other than the arrangements noted above, Bayou has not confirmed any other
arrangements for ongoing funding. As a result Bayou may be required to raise
funds by additional debt or equity offerings in order to meet its cash flow
requirements during the forthcoming year.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FUND COSTS CONVERSION
The consolidated statements of income and other financial and operating data
contained elsewhere here in and the consolidated balance sheets and financial
results have been reflected in Australian dollars unless otherwise stated.
The following table shows the average rate of exchange of the Australian dollar
as compared to the US dollar during the periods indicated:
3 months ended September 30, 1998 A$1.00 = U.S. $.5930
3 months ended September 30, 1999 A$1.00 = U.S. $.6518
RESULTS OF OPERATION
THREE MONTHS ENDED SEPTEMBER 30, 1999 VS. THREE MONTHS ENDED SEPTEMBER 30 1998.
Costs and expenses decreased from A$147,000 in the three months ended September
30, 1998 to A$92,000 in the three months ended September 30, 1999. The increase
is a net result of:
a) a decrease in interest expense from A$77,000 for the three months ended
September 30, 1998 to A$58,000 for the three months ended September 30,
1999 as a result of the reduction in long term debt of the Company
through the issuance of shares in lieu of payment.
b) the decrease in legal accounting and professional expense from A$15,000
for the three months ended September 30, 1998 to A$4,000 for the three
months ended September 30, 1999. The amount for the three months ended
September 30, 1998 included substantial costs in regard to the disposal
of Solmecs Corporation N.V.
c) the decrease in administrative costs including salaries from A$55,000
in the three months ended September 30, 1998 to A$30,000 in the three
months ended September 30, 1999 which relate to costs incurred in
providing information to shareholders in respect to the sale of Solmecs
Corporation N.V.
As a result of the foregoing, the loss from operations decreased from A$147,000
for the three months ended September 30, 1998 to A$92,000 for the three months
ended September 30, 1999.
The net loss was A$92,000 for the three months ended September 30, 1999 compared
to a net loss of A$147,0000 for the thee months ended September 30, 1998.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1999 the Company had short-term obligations of A$318,000
comprising accounts payable and accrued expenses.
The Company anticipates that it will be able to defer repayment of certain of
its short term loan commitments until it has sufficient liquidity to enable
these loans to be repaid which there can be no assurance. In addition the
Company has historically relied upon loans and advances from affiliates to meet
a significant portion of the Company's cash flow requirements which the Company
believes based on discussions with such affiliates will continue to be available
during fiscal 1999 and 2000.
On October 7, 1999 Bayou authorised the issuance effective September 30, 1999 of
4,000,000 shares of its previously unissued stock to a company of which the
President of Bayou is a director and shareholder, in lieu of repayment of the
debt described in note (6). Balance due at the stock issuance was approximately
A$4,076,000.
Other than the arrangements above the Company has not confirmed any further
arrangements for ongoing funding. As a result the Company may be required to
raise funds from additional debt or equity offerings and/or increase the
revenues from operations in order to meet its cash flow requirements during the
forthcoming year.
CAUTIONARY SAFE HARBOR STATEMENT UNDER THE UNITED STATES PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995.
Certain information contained in this Form 10-Q is forward looking information
within the meaning of the Private Securities Litigation Act of 1995 (the "Act")
which became law in December 1995. In order to obtain the benefits of the "safe
harbor" provisions of the act for any such forwarding looking statements, the
Company wishes to caution investors and prospective investors about significant
factors which among others have affected the Company's actual results and are in
the future likely to affect the Company's actual results and cause them to
differ materially from those expressed in any such forward looking statements.
This Form 10-Q report contains forward looking statements relating to future
financial results. Actual results may differ as a result of factors over which
the Company has no control including the strength of the domestic and foreign
economies, slower than anticipated completion of research and development
projects and movements in the foreign exchange rate. Additional information
which could affect the Company's financial results is included in the Company's
Form 10-K on file with the Securities and Exchange Commission.
10
<PAGE> 11
PART II
Item 1. LEGAL
Not Applicable
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company did not file any Report on Form 8-K during the three
months ended September 30, 1999.
11
<PAGE> 12
(FORM 10-Q)
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 thereinto duly authorised.
<TABLE>
<CAPTION>
BAYOU INTERNATIONAL, LTD.
<S> <C> <C>
By: /s/ JOSEPH I. GUTNICK
Joseph I. Gutnick
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
Dated: December 3, 1999 By: /s/ PETER LEE
Peter Lee
Peter Lee, Director, Secretary and
Chief Financial Officer
(Principal Financial Officer)
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE REPORT
ON FORM 10-Q OF BAYOU INTERNATIONAL, LTD FOR THE QUARTER ENDED MARCH 31, 1999
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH REPORT.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> AUSTRALIAN DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> .6518
<CASH> 1
<SECURITIES> 661
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 663
<CURRENT-LIABILITIES> 318
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 25,035
<TOTAL-LIABILITY-AND-EQUITY> 663
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 58
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (92)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
