UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
ON
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
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 1-10581
BELMAC CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA No. 59-1513162
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4830 W. Kennedy Blvd., Suite 550, Tampa, FL 33609
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (813) 286-4401
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 of the Registrant's common stock outstanding as of August
11, 1995 was 2,978,158, adjusted for the one for ten reverse split effected on
July 25, 1995.
<PAGE>
BELMAC CORPORATION
FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 1995
INDEX
Part I. FINANCIAL INFORMATION PAGE
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets as of June 30, 1995
(unaudited) and December 31, 1994 3
Consolidated Statements of Operations (unaudited)
for the three months ended June 30, 1995 and
1994, and the six months ended June 30, 1995
and 1994 4
Consolidated Statement of Changes in Common
Stockholders' Equity (unaudited) for the
six months ended June 30, 1995 5
Consolidated Statements of Cash Flows
(unaudited) for the six months ended
June 30, 1995 and 1994 6
Notes to Consolidated Financial Statements
(unaudited) 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11
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<PAGE>
<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands except per share data) June 30, December 31,
1995 1994
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $745 $1,321
Investments available for sale 1 215
Receivables 8,300 7,609
Inventories 1,426 1,247
Prepaid expenses and other 506 296
Total current assets 10,978 10,688
Fixed assets, net 3,944 3,618
Drug licenses and related
costs, net 1,010 968
Other non-current assets, net 992 1,058
------- -------
$16,924 $16,332
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $5,524 $5,374
Accrued expenses 2,099 2,282
Short term debt 1,485 724
Deferred revenue 0 380
Total current liabilities 9,108 8,760
Non-current liabilities 296 336
Commitments and Contingencies
Redeemable preferred stock, Series A,
$1.00 par value, authorized 2,000 shares,
issued and outstanding, 70 shares 2,334 2,256
Common Stockholders' Equity:
Common stock, $.02 par value,
authorized 50,000 shares, issued
and outstanding, 29,782 and 29,773 596 596
Stock purchase warrants (to
purchase 5,265 and 4,765 shares
of common stock)
Paid-in capital in excess of
par value 68,513 68,957
Stock subscriptions receivable (105) (1,550)
Accumulated deficit (63,311) (61,922)
Cumulative foreign currency
translation adjustment (507) (1,101)
5,186 4,980
$16,924 $16,332
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
-3-
<PAGE>
<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands except in per share data)
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
---------------- ----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $7,868 $6,774 $15,707 $13,437
Cost of sales 6,288 5,465 12,670 10,886
Gross margin 1,580 1,309 3,037 2,551
Operating expenses:
Selling, general 2,253 2,102 3,849 4,675
and administrative
Research and development 104 174 247 418
Depreciation and amortization 130 133 268 254
Total operating expenses 2,487 2,409 4,364 5,347
Loss from operations (907) (1,100) (1,327) (2,796)
Other (income) expenses:
Interest expense 61 50 126 87
Interest income (1) (23) (1) (35)
Other 302 (60) (63) (105)
Net loss ($1,269) ($1,067) ($1,389) ($2,743)
Net loss per common share ($0.04) ($0.05) ($0.05) ($0.13)
Weighted average common 29,781 22,260 29,777 21,560
shares outstanding
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
-4-
<PAGE>
<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN COMMON STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands except per share data)
$.02 Par Value Additional Other
Common Stock Paid-in Accumulated Equity
Shares Amount Capital Deficit Transactions Total
------ ------ ------- ------ ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Balance at 29,773 $596 $68,957 ($61,922) ($2,651) $4,980
December
31, 1994
Stock 0 0 0 0 562 562
subscription
received
Stock 0 0 (351) 0 883 532
subscription
revaluation/
cancellation
Common 9 0 3 0 0 3
stock issued
as compensation
Accrual of 0 0 (78) 0 0 (78)
dividends -
preferred stock
Miscellaneous 0 0 (18) 0 0 (18)
Foreign currency 0 0 0 0 594 594
translation
adjustment
Net loss 0 0 0 (1,389) 0 (1,389)
Balance 29,782 $596 $68,513 ($63,311) ($612) $5,186
at June 30,
1995
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
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<PAGE>
<TABLE>
<CAPTION>
BELMAC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six
(In thousands) Months Ended
June 30,
----------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss ($1,389) ($2,743)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation & amortization 268 254
Gain on sale of Belmacina trademark (380) 0
Cancellation of stock subscription
receivable 533 0
Other non-cash items (16) 129
(Increase) decrease in assets and increase (decrease) in liabilities:
Receivables (712) (234)
Inventories (59) (386)
Prepaid expenses (171) (13)
Other assets 58 49
Accounts payable and accrued expenses (196) 1,006
Net cash used in operating activities (2,064) (1,938)
Cash flows from investing activities:
Proceeds from sale of investments 214 741
Net change in fixed assets (253) 0
Investment in partnership (13) (464)
Proceeds from sale of Belmacina 760 0
Repayment to Evans 0 (793)
Net cash provided by (used in) investing
activities 708 (516)
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
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<PAGE>
BELMAC CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
<TABLE>
<CAPTION>
For the Six
(In thousands) Months Ended
June 30,
1995 1994
---- ----
<S> <C> <C>
Cash flows from financing activities:
Net increase (decrease) in debt $651 ($121)
Proceeds from private placement 0 1,152
of common stock
Offering costs of private placement (31) (164)
Collection of stock subscription receivable 562 457
Proceeds from conversion of stock warrants 0 34
Payments on capital leases (17) (37)
Net cash provided by financing activities 1,165 1,321
Effect of exchange rate changes on cash (385) 323
Net decrease in cash and cash equivalents (576) (810)
Cash and cash equivalents at 1,321 1,552
beginning of period
Cash and cash equivalents at end of period $745 $742
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The Registrant paid cash during the period for (in thousands):
Interest $ 128 $ 119
Taxes $ 6 $ 6
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES
The Registrant has issued Common Stock in exchange for services as follows (in
thousands):
Shares issued 9 70
Amount $ 3 $ 146
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
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<PAGE>
BELMAC CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
BASIS OF CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements of Belmac Corporation (the
"Registrant"), at June 30, 1995 and 1994 included herein, have been prepared
by the Registrant, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. It is suggested that these consolidated
financial statements be read in conjunction with the summary of significant
accounting policies and the audited consolidated financial statements and
notes thereto included in the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1994.
The consolidated financial statements include the accounts of the Registrant
and its wholly owned subsidiaries: Belmac Healthcare Corporation and its
wholly owned subsidiary - Belmac Hygiene, Inc., Belmac Health Corp., B.O.G
International Finance, Inc., Belmac Jamaica, Ltd., Chimos/LBF S.A. and its
wholly owned subsidiary - Laboratorios Belmac S.A., and Belmac Holdings, Inc.
and its wholly owned subsidiary - Belmac A.I., Inc. All significant
intercompany balances have been eliminated in consolidation. The financial
position and results of operations of the Registrant's foreign subsidiaries
are measured using local currency as the functional currency. Assets and
liabilities of foreign subsidiaries are translated at the rate of exchange in
effect at the end of the period. Revenues and expenses are translated at the
average exchange rate for the period. Foreign currency translation gains and
losses not impacting cash flows are credited to or charged against Common
Stockholders' Equity. Foreign currency transaction gains and losses arising
from cash transactions are credited to or charged against current earnings.
In the opinion of management, the accompanying unaudited consolidated
financial statements at June 30, 1995 and 1994 are presented on a basis
consistent with the audited consolidated financial statements for the year
ended December 31, 1994 and contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Registrant's financial
position as of June 30, 1995, the results of its operations and its cash flows
for the six months ended June 30, 1995 and 1994.
The results of operations for the six months ended June 30, 1995 should not be
considered indicative of the results to be expected for the year.
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<PAGE>
INVENTORIES:
Inventories are stated at the lower of cost or market, cost being determined
on the first in, first out ("FIFO") method and are comprised of the following
(in thousands):
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
-------- ------------
<S> <C> <C>
Raw Materials $275 $149
Work in Process 4 3
Finished Goods 1,147 1,095
Total $1,426 $1,247
</TABLE>
STOCK SUBSCRIPTIONS RECEIVABLE:
Marc S. Ayers, the Registrant's former Chief Financial Officer exercised
options to purchase 65,000 shares of the Registrant's Common Stock in 1991
through the issuance of promissory notes aggregating $412,000, which provided
for interest on the outstanding balance at the rate of 8.5% per annum. The
Registrant accrued interest on such notes and reflected the principal and
interest due as a stock subscription receivable in the Common Stockholder's
Equity section of the Consolidated Balance Sheets at December 31, 1994. The
Registrant cancelled the stock subscription receivable and related interest as
of June 30, 1995 after a jury returned a verdict cancelling the notes and
related interest (See "Item 1. Legal Proceedings").
NET LOSS PER COMMON SHARE:
Primary loss per common share is computed by dividing the net loss (less
accretion of discount and accrued dividends on redeemable preferred stock) by
the weighted average number of shares of Common Stock outstanding during each
period. Common Stock equivalents were not included in the calculation of
primary loss per share as they were determined to be antidilutive.
The Registrant effected a one for ten reverse stock split of its Common Stock
on July 25, 1995 as a result of an amendment to its Articles of Incorporation
which was approved by the Stockholders at the Registrant's Annual Stockholders
Meeting held on June 9, 1995. If such reverse stock split had been effective
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<PAGE>
throughout the periods presented in the Registrant's accompanying Consolidated
Statements of Operations, the net loss per common share and weighted average
common shares outstanding would have been as follows:
<TABLE>
<CAPTION>
(In thousands except per share data)
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
---------------- -----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Loss ($1,269) ($1,067) ($1,389) ($2,743)
Net Loss Per Common Share ($.44) ($.50) ($.49) ($1.31)
Weighted Average Common
Shares Outstanding 2,978 2,226 2,978 2,156
</TABLE>
RECLASSIFICATIONS:
Certain prior period amounts have been reclassified to conform with the
current period's presentation format. These reclassifications are not material
to the consolidated financial statements.
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<PAGE>
BELMAC CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Three Months Ended June 30, 1995 versus Three Months Ended June 30, 1994
The Registrant reported revenues of $7,868,000 and a net loss of $857,000 or
$.03 per share for the three months ended June 30, 1995 compared to revenues
of $6,774,000 and a net loss of $1,067,000 or $.05 per share for the same
period in the prior year.
The 16% increase in revenues is primarily attributable to an increase in sales
by the Registrant's French subsidiary, Chimos/LBF S.A., which distributes
specialty pharmaceutical products and fine chemicals in France. Gross margins
for the quarter ended June 30, 1995 remained relatively consistent when
compared to the comparable period of the prior year. The Registrant's
distribution operations in France (Chimos/LBF S.A.) generate relatively low
gross margins as opposed to the Registrant's Spanish subsidiary, Laboratorios
Belmac S.A., which is experiencing substantially higher margins.
Selling, general and administrative expenses were $2,253,000 for the three
months ended June 30, 1995 compared to $2,102,000 for the same period in the
prior year. The 7% increase is primarily attributable to costs incurred to
streamline its Spanish operations, including costs related to relocating its
Madrid operations to less expensive facilities and severance costs resulting
from reduction of its administrative work force. While resulting in charges
now, these changes are anticipated to result in significant cost savings in
the future. The Registrant intends to continue its efforts to control general
and administrative expenses as part of its austerity program in its effort to
reach and maintain profitability.
Research and development expenses were $104,000 for the quarter ended June 30,
1995 compared to $174,000 for the same period of the prior year. The 40%
decrease reflects the results of a thorough review of all research and
development activities and the establishment of priorities based upon both
technical and commercial criteria. During this period, the Registrant did not
commence any new research and development programs. The Registrant intends to
continue to carefully manage its research and development expenditures in the
future in view of its limited resources.
Other income/expense of $302,000 for the three months ended June 30, 1995 is
primarily comprised of income from its contract manufacturing arrangements
with several pharmaceutical concerns, offset by a charge for the cancellation
of the stock subscription receivable and related interest from a former
officer of the Registrant. (See "Item 1. Legal Proceedings").
-11-
<PAGE>
Six Months Ended June 30, 1995 versus Six Months Ended June 30, 1994
The Registrant reported revenues of $15,707,000 and a net loss of $977,000 or
$.04 per share for the six months ended June 30, 1995 compared to revenues of
$13,437,000 and a net loss of $2,743,000 or $.13 per share for the same period
in the prior year.
The 17% increase in revenues is primarily attributable to an increase in sales
by the Registrant's French subsidiary, Chimos/LBF S.A., which distributes
specialty pharmaceutical products and fine chemicals in France. Gross margins
for the six months ended June 30, 1995 remained consistent at 19% when
compared to the comparable period of the prior year. The Registrant's
distribution operations in France (Chimos/LBF S.A.) generate relatively low
gross margins as opposed to the Registrant's Spanish subsidiary, Laboratorios
Belmac S.A., which is experiencing substantially higher margins.
Selling, general and administrative expenses were $3,849,000 for the six
months ended June 30, 1995 compared to $4,675,000 for the same period in the
prior year. The 18% decrease is primarily attributable to cost control
measures implemented by the Registrant in the U.S. and Europe; however,
certain costs of a non-recurring nature were included in selling, general and
administrative expenses for the quarter ended June 30, 1995 associated with
streamlining operating costs of its Spanish operations, such as costs related
to the relocation of its Madrid operations to less expensive facilities and
severance costs resulting from reduction of its administrative work force.
While resulting in charges now, these charges are anticipated to result in
significant cost savings in the future. The Registrant intends to continue its
efforts to control general and administrative expenses as part of its
austerity program in its effort to reach and maintain profitability.
Research and development expenses were $247,000 for the six months ended June
30, 1995 compared to $418,000 for the same period of the prior year. The 41%
decrease reflects the results of a thorough review of all research and
development activities and the establishment of priorities based upon both
technical and commercial criteria. During this period, the Registrant did not
commence any new research and development programs. The Registrant intends to
continue to carefully manage its research and development expenditures in the
future in view of its limited resources.
Other income/expense of $63,000 for the six months ended June 30, 1995 is
primarily comprised of the $380,000 gain recognized upon the sale of the
Registrant's Belmacina trademark in Spain, which was previously reflected in
the Registrant's consolidated financial statements as deferred revenue as of
December 31, 1994. The Registrant has since completed all requirements for the
transfer of the trademark to the purchaser. The transfer of the trademark is
expected to occur in the third quarter of 1995. Also included, is income from
its contract manufacturing arrangements with several pharmaceutical concerns,
offset by a charge for the cancellation of the stock subscription receivable
and related interest from a former officer of the Registrant. (See "Item 1.
Legal Proceedings"). One-half of the loss (approximately $37,000) incurred
by Maximed Pharmaceuticals, the Registrant's partnership with Maximed
Corporation, is also included in Other income/expense in the six months ended
June 30, 1995. Although the Registrant is in a dispute with, and has filed an
action against, its partner, and has ceased funding the partnership's
activities until such dispute is resolved,
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<PAGE>
appropriate operating costs have been accrued and charged to operations during
the six months ended June 30, 1995 (See "Item 1. Legal Proceedings").
LIQUIDITY AND CAPITAL RESOURCES:
Total assets increased from $16,332,000 at December 31, 1994 to $16,924,000 at
June 30, 1995, while Common Stockholders' Equity increased from $4,980,000 at
December 31, 1994 to $5,186,000 at June 30, 1995. The increase in Common
Stockholders' Equity reflects primarily $562,000 received from a stock
subscription receivable and fluctuation in the exchange rates of European
currencies compared to the U. S. Dollar, offset by the loss incurred by the
Registrant for the period.
The Registrant's working capital remained relatively constant at $1,870,000 at
June 30, 1995 compared to $1,928,000 at December 31, 1994.
Receivables increased from $7,609,000 to $8,300,000 due to the continued
growth in sales volume at the Registrant's French subsidiary, Chimos/LBF.
During the period, the Registrant collected approximately $760,000 of the
$1,140,000 receivable due at December 31, 1994 from the sale of its
ciprofloxacin antibiotic, Belmacina, in Spain. Inventories were increased at
June 30, 1995 from $1,247,000 to $1,426,000 in anticipation of third quarter
sales demand. The combined total of accounts payable and accrued expenses
remained relatively unchanged at June 30, 1995 as compared to December 31,
1994. Short term debt increased from $724,000 to $1,485,000 due to higher
balances on lines of credit used for working capital purposes (primarily the
purchase of inventories in France).
Investing activities, including the collection of approximately $760,000 from
the 1994 sale of Belmacina, proceeds from the sale of investments available
for sale of $214,000, an investment in the Registrant's Spanish manufacturing
facilities of approximately $253,000 and in its partnership of $13,000,
provided net cash of $708,000 during the six months ended June 30, 1995.
Financing activities (primarily collection of a stock subscriptions receivable
and proceeds from borrowings on lines of credit) provided net proceeds of
$1,165,000 for the six months ended June 30, 1995. Operating activities for
the six months ended June 30, 1995 required net cash of $2,064,000.
A substantial amount of the Registrant's business is conducted in France and
Spain and is therefore influenced by the extent to which there are
fluctuations in the dollar's value against such countries' currencies. The
effect of foreign currency fluctuations on long lived assets for the six
months ended June 30, 1995 was an increase of $594,000 and the cumulative
historical effect was a decrease of $507,000 as reflected in the Registrant's
Consolidated Balance Sheets in the "Liabilities and Stockholders' Equity"
section. Although exchange rates fluctuated significantly in recent months,
the Registrant does not believe that the effect of the foreign currencies
fluctuation is material to the Registrant's results of operations.
Accordingly, the Registrant does not anticipate altering its business plans
and practices to compensate for future currency fluctuations.
The Registrant continues to experience negative cash flows from operating
activities, and will need to secure additional financing during 1995 in order
to fund its operations, including financing which it may elect to
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<PAGE>
provide to the partnership with Maximed Corporation to develop and market its
hydrogel-based formulation with extended duration (See "Item 1. Legal
Proceedings"). The Registrant may seek to enter into a partnership or other
collaborative funding arrangement with respect to future clinical trials.
There can be no assurance that the Registrant can secure such financing under
favorable terms, if at all. The Registrant, however, continues to explore
alternative sources for financing its business. In appropriate situations,
that will be strategically determined, the Registrant may seek financial
assistance from other sources, including contribution by others to joint
ventures and other collaborative or licensing arrangements for the
development, testing, manufacturing and marketing of products and the sale of
a minority interest in, or certain of the assets of, one or more of its
subsidiaries. Management expects that if it is successful in completing the
financing arrangements that it is actively pursuing, by carefully prioritizing
research and development activities, and continuing its austerity program, the
Registrant should have sufficient liquidity to fund operations through 1995.
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<PAGE>
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.
BELMAC CORPORATION
Registrant
December 21, 1995 By: /s/ James R. Murphy
----------------------
James R. Murphy
President and Chief Executive Officer
(principal executive officer)
December 21, 1995 By: /s/ Michael D. Price
----------------------
Michael D. Price
Vice President, Chief Financial
Officer, Treasurer and Secretary
(principal financial and accounting
officer)
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000821616
<NAME> BELMAC CORPORATION
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 745
<SECURITIES> 1
<RECEIVABLES> 7,692
<ALLOWANCES> 0
<INVENTORY> 1,426
<CURRENT-ASSETS> 10,978
<PP&E> 5,684
<DEPRECIATION> (1,740)
<TOTAL-ASSETS> 16,924
<CURRENT-LIABILITIES> 9,108
<BONDS> 0
<COMMON> 596
2,334
0
<OTHER-SE> 4,590
<TOTAL-LIABILITY-AND-EQUITY> 16,924
<SALES> 15,707
<TOTAL-REVENUES> 16,618
<CGS> 12,670
<TOTAL-COSTS> 12,959
<OTHER-EXPENSES> 4,922
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 126
<INCOME-PRETAX> (1,389)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,389)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,389)
<EPS-PRIMARY> (.05)
<EPS-DILUTED> (.05)
</TABLE>
