UNITED STATES
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 for the quarterly period
ended November 25, 1995
Commission File No. 0-18348
BE AEROSPACE, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1209796
(State of Incorporation) (I.R.S. Employer Identification No.)
1400 Corporate Center Way
Wellington, Florida 33414
(Address of principal executive offices)
(407) 791-5000
(Registrant's telephone number, including area code)
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 registrant has one class of common stock, $ .01 par value, of which
16,238,322 shares were outstanding as of November 25, 1995.
<PAGE)
BE AEROSPACE, INC.
Item 1. Financial Statements
<TABLE>
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
November 25, February 25,
<S> 1995 1995
ASSETS
CURRENT ASSETS: <C> <C>
Cash and cash equivalents $ 5,348 $ 8,319
Receivables - trade, less allowance for
doubtful accounts of $3,980 (November 25,
1995) and $4,034 (February 25, 1995) 44,118 48,915
Inventories, net 103,905 71,347
Deferred income taxes 5,945 6,502
Other current assets 8,758 7,434
------- ------
Total current assets 168,074 142,517
PROPERTY AND EQUIPMENT, net 66,529 60,304
INTANGIBLES AND OTHER ASSETS, net 171,389 177,133
------- -------
$ 405,992 $ 379,954
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 33,704 $ 35,164
Accrued expenses 21,258 24,481
Income taxes payable 2,624 1,642
Current portion of long-term debt 3,730 4,667
------ -------
Total current liabilities 61,316 65,954
LONG-TERM DEBT 208,169 172,693
DEFERRED INCOME TAXES 10,032 11,212
OTHER LIABILITIES 3,335 4,764
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 1,000,000 shares
authorized; no shares outstanding
Common stock, $.01 par value; 30,000,000 shares
authorized; 16,238,322 (November 25, 1995)
16,095,790 (February 25, 1995) issued 161 160
Additional paid-in capital 120,098 119,209
Retained earnings 3,671 7,418
Cumulative foreign exchange translation
adjustment (790) (1,456)
Total stockholders' equity 123,140 125,331
$ 405,992 $ 379,954
========= =========
</TABLE>
<PAGE>
BE AEROSPACE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<TABLE>
Three Months Ended
November 25, November 26,
1995 1994
<S> <C> <C>
NET SALES $ 55,188 $ 57,281
COST OF SALES 37,669 38,613
-------- --------
GROSS PROFIT 17,519 18,668
OPERATING EXPENSES:
Selling, general and administrative 8,504 7,922
Research and development 3,611 3,347
Amortization expense 2,217 2,418
Other expenses (Note 2) 4,300 23,736
Total operating expenses 18,632 37,423
------ ------
OPERATING LOSS (1,113) (18,755)
INTEREST EXPENSE, net 4,237 3,758
----- ------
LOSS BEFORE INCOME TAX BENEFIT (5,350) (22,513)
INCOME TAX BENEFIT (1,982) (7,944)
------- -------
NET LOSS $ (3,368) $ (14,569)
========== ===========
NET LOSS PER COMMON SHARE $ (.21) $ (.90)
========== ===========
COMMON AND COMMON EQUIVALENT SHARES 16,118 16,103
========== ===========
</TABLE>
<PAGE>
BE AEROSPACE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<TABLE>
Nine Months Ended
November 25, November 26,
1995 1994
<S> <C> <C>
NET SALES $ 168,233 $ 170,045
COST OF SALES 113,740 114,082
--------- ---------
GROSS PROFIT 54,493 55,963
OPERATING EXPENSES:
Selling, general and administrative 25,247 23,898
Research and development 11,591 8,900
Amortization expense 6,910 7,627
Other expenses (Note 2) 4,300 23,736
------ ------
Total operating expenses 48,048 64,161
------ ------
OPERATING EARNINGS (LOSS) 6,445 (8,198)
INTEREST EXPENSE, net 12,386 11,080
LOSS BEFORE INCOME TAX BENEFIT (5,941) (19,278)
INCOME TAX BENEFIT (2,198) (6,747)
------- -------
NET LOSS $ (3,743) $ (12,531)
========= ==========
NET LOSS PER COMMON SHARE $ (.23) $ (.78)
========= ==========
COMMON AND COMMON EQUIVALENT SHARES 16,111 16,075
========= ==========
</TABLE>
<PAGE>
BE AEROSPACE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
(Dollars in thousands)
Nine Months Ended
November 25, November 26,
1995 1994
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (3,743) $ (12,531)
Adjustments to reconcile net loss to
net cash flows provided by operating
activities:
Depreciation and amortization 14,003 11,584
Change in intangible assets 10,130
Deferred income taxes (94) (6,645)
Non cash employee benefit plan contributions 1,062 668
Changes in operating assets and liabilities:
Accounts receivable 3,541 6,294
Inventories (32,722) (4,627)
Income tax refund receivable 1,934
Other current assets (72) (979)
Accounts payable (1,495) 229
Income taxes payable 1,058 673
Other liabilities (4,518) (3,963)
------- -------
Net cash flows (used in) provided by
operating activities (22,980) 2,767
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (13,654) (9,960)
Change in other assets - net (2,586) (5,350)
-------- --------
Net cash flows used in investing activities (16,240) (15,310)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under revolving lines of credit 36,310 3,108
-------- -------
Effect of exchange rate changes on cash flows (61) 160
Net decrease in cash and cash equivalents (2,971) (9,275)
Cash and cash equivalents, beginning of period 8,319 13,738
-------- --------
Cash and cash equivalents, end of period $ 5,348 $ 4,463
======== ========
Supplemental disclosures of cash flow information:
Cash paid during period for interest $ 15,355 $ 14,335
Cash paid during period for income taxes, net 104 950
</TABLE>
<PAGE>
BE AEROSPACE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS AND NINE MONTHS ENDED NOVEMBER 25, 1995 AND NOVEMBER 26, 1994
Note 1. Basis of Presentation:
The information set forth in these consolidated financial statements as of
November 25, 1995 and for the three and nine month periods ended
November 25, 1995 and November 26, 1994 is unaudited and may be subject
to normal year-end adjustments. In the opinion of management, the unaudited
consolidated financial statements reflect all adjustments, consisting only
of normal recurring adjustments necessary to present fairly the financial
position of BE Aerospace, Inc. (the "Company" or "BEA") for the periods
indicated. Results of operations for the interim periods ended November
25, 1995 are not necessarily indicative of the results of operations for
the full fiscal year. For further information, including information
with regard to conditions in the airline industry and their possible impact
on the Company, please refer to the Company's annual report on Form 10-K
for the fiscal year ended February 25, 1995, as amended.
The accompanying consolidated financial statements consolidate all of the
Company's subsidiaries. All significant intercompany transactions have
been eliminated. Certain amounts in the prior years' Consolidated Financial
Statements have been reclassified to conform to the current fiscal year's
presentation.
Certain information normally included in footnote disclosures to the annual
financial statements has been condensed or omitted in accordance with the
rules and regulations of the Securities and Exchange Commission.
Note 2. Other Expenses
Other expenses for the three months ended November 25, 1995 relate to
costs associated with the integration and consolidation of the Company's
European seating business and in conjunction with the planned acquisition
of Burns Aerospace Corporation (Note 4). Other expenses for the three
months ended November 26, 1994 related to a charge for intangible assets
and inventories associated with the Company's earlier generations of
passenger entertainment systems, which were impaired as a result of the
Company's recently introduced interactive individual seat video system,
MDDS.
Note 3. Contingencies
BEA has been advised that the U.S. Attorney's Office for the District of
Connecticut, in conjunction with the Department of Commerce and the U.S.
Customs Services, is conducting an investigation focused on possible
non-compliance by BEA with certain statutory and regulatory provisions
relating to export licensing and controls. The investigation relates
primarily to the sale of passenger seats and related spare parts for
civilian commercial passenger aircraft to Iran Air from 1992 through
mid-1995. BEA has been advised it is a target of the investigation;
however, neither it nor any current or former directors, officers, or
employees have been charged in connection with the investigation. The
<PAGE>
investigation is at an early stage and, while the Company intends to defend
itself vigorously, the ultimate outcome of the investigation cannot
presently be determined. An adverse outcome could have a material adverse
effect upon the operations and/or financial condition of the Company.
Note. 4 Subsequent Event
On December 14, 1995, the Company signed a definitive agreement to acquire
all the issued and outstanding capital stock of Burns Aerospace Corporation
("Burns"), a wholly-owned subsidiary of Eagle Industries. The purchase
price for Burns is expected to be approximately $42,500, all in cash.
The acquisition of Burns will be funded with a portion of the proceeds
from a planned offering of senior subordinated debt in the aggregate amount
of approximately $75,000. Completion of the acquisition is subject to a
number of conditions, including completion of due diligence and obtaining
satisfactory financing. In conjunction with the planned Burns acquisition,
the Company has received a commitment letter from The Chase Manhattan Bank
N.A. to amend its existing credit facilities by increasing the aggregate
principal amount thereunder to $100,000. The amended credit facility is
expected to be subject to customary affirmative covenants, negative
comments and conditions of borrowing, will be collaterialized by
substantially all of the Company's personal property and will have a five
year maturity. The amended credit facility is subject to the completion of
the Burns acquisition and the related senior subordinated debt offering.
Note 5. New Accounting Pronouncement
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123 "Accounting for Stock Based
Compensation." The Company has determined that it will not change to the
fair value method and will continue to use Accounting Principle Board
Opinion No. 25 for measurement and recognition of employee stock based
transactions.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(Dollars in thousands, except per share data)
The following discussion and analysis addresses the results of the Company's
operation for the three and nine months ended November 25, 1995, as compared
to the Company's operations for the three and nine months ended November
26, 1994 respectively. The discussion and analysis then addresses the
liquidity and financial condition of the Company.
THREE MONTHS ENDED NOVEMBER 25, 1995, AS COMPARED TO THE RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 26, 1994.
Sales for the three months ended November 25, 1995 were $55,188 or $2,093
(4%) less than sales of $57,281 for the comparable period in the prior
year. The decrease in sales is primarily attributable to the effects
of the recently settled strike at Boeing.
At November 25, 1995 the Company's backlog stood at $369 million, up
from $331 million at February 25, 1995. These orders, however, are not
expected to materially affect the Company's revenues until its fiscal
year commencing February 25, 1996.
Gross profit was $17,519 or 31.7% of sales for the three months ended
November 25, 1995 and was $1,149 less than the comparable period in the
prior year of $18,668, which represented 32.6% of sales. The decrease in
gross profit is the result of the lower sales volume as well as the mix
of products sold during the period.
Selling, general and administrative expenses were $8,504 (15.4% of sales)
for the three months ended November 25, 1995. This was $582 higher than
the comparable period in the prior year of $7,922 (13.8% of sales) and is
due to marginally higher general and administrative costs, principally
medical related costs.
Research and development expense was $3,611 or 6.5% of sales for the
three months ended November 25, 1995. For the comparable period in
the prior year, research and development expense was $3,347 or 5.8% of sales.
The increase in expense is the result of an increase in the level of
activity during the quarter associated with In-Flight Entertainment products,
partially offset by decreased spending levels for the Company's other
products.
Amortization expense for the quarter ended November 25, 1995 of $2,217 was
$201 lower than the amount recorded in the first quarter of fiscal 1994 as
a result of the lower level of intangible assets amortized in the current
period.
Other expenses were $4,300 for the quarter ended November 25, 1995 and
relate to costs associated with the integration and consolidation of the
Company's European seating business in conjunction with the planned
acquisition of Burns Aerospace Corporation ("Burns"). Other expenses for
the three months ended November 26, 1994 were $23,736 and related primarily
to a charge associated with BEA's earlier generations of passenger
entertainment systems.
<PAGE>
BE AEROSPACE, INC.
THREE MONTHS ENDED NOVEMBER 25, 1995, AS COMPARED TO THE RESULTS OF
OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 26, 1994 (Continued)
Interest expense, net was $4,237 for the three months ended November 25,
1995, or $479 higher than the interest expense, net of $3,758 recorded for
the comparable period in the prior year, and is due to the increase in the
Company's long-term debt outstanding during the current period, along with
an increase in interest rates.
Loss before income tax benefit of $(5,350) for the quarter ended November 25,
1995 was $17,163 less than the loss of the prior year, due to the fact that
the company recognized a one-time charge of $23,736 in the prior year.
Income tax benefit for the quarter ended November 25, 1995 was $1,982
(37%) as compared to a tax benefit of $7,944 (35.2%) in the same period
last year.
Net loss was $(3,368) or $(.21) per share for the three months ended
November 25, 1995, as compared to $14,569 or $(.90) per share for the
comparable period in the prior year.
NINE MONTHS ENDED NOVEMBER 25, 1995, AS COMPARED TO THE RESULTS OF
OPERATIONS FOR THE NINE MONTHS ENDED NOVEMBER 26, 1994.
Sales for the nine months ended November 25, 1995 were $168,233 or $1,812
lower than sales of $170,045 for the comparable period in the prior year.
Sales in the current year were negatively impacted by the recently settled
strike at Boeing.
At November 25, 1995 the Company's backlog stood at $369 million, up from
$331 million at February 25, 1995. During the past nine months, for the
first time in over two years, the airlines placed orders for the Company's
seating and galley products in excess of its shipment levels, resulting in
an increase in its seating and galley products backlog. These orders,
however, are not expected to materially impact the Company's revenues until
its fiscal year commencing February 25, 1996 when they begin to be
deliverable to the airlines.
Gross profit was $54,493 or 32.4% of sales, for the nine months ended
November 25, 1995 and was $1,470 or 3%, lower than gross profit for the
comparable period in the prior year of $55,963, which represented 32.9% of
sales. The decrease in gross profit is the result of the lower sales
volume along with the mix of products sold during the period.
Selling, general and administrative expenses were $25,247 or 15.0% of sales
for the nine months ended November 25, 1995. This was $1,349 higher than
the comparable period in the prior year of $23,898 or 14.1% of sales,
principally due to higher promotional and selling costs associated with
BEA's participation in a biannual industry trade show as well as higher
medical costs incurred in the third quarter of fiscal 1996.
Research and development expenses were $11,591 or 6.9% of sales for the nine
months ended November 25, 1995. For the comparable period in the prior
year, research and development expense was $8,900 or 5.2% of sales. The
increase in research and development expense during the current period is
<PAGE>
primarily related to testing for the Company's recently introduced
interactive individual passenger in-flight entertainment system, the
Multi-Media Digital Distribution system ("MDDS"), as well as research and
development for seating products.
Amortization expense for the nine months ended November 25, 1995 of $6,910
was $717 less than the amount recorded in the first nine months of fiscal
1995 as a result of the lower level of intangible assets amortized in the
current period.
Other expenses were $4,300 for the quarter ended November 25, 1995 and
relate to costs associated with the integration and consolidation of the
Company's European seating business in conjunction with the planned
acquistion of Burns Aerospace Corporation ("Burns"). Other expenses for the
three months ended November 24, 1994 were $23,736 and related primarily to
a charge associated with BEA's earlier generations of passenger entertainment
systems.
While revenues and backlog increased during the period as compared to the
prior year levels, operating earnings before other expenses for the nine
month period ended November 25, 1995 declined. This decrease was largely
due to the lower gross profit and higher levels of research and development
and selling, and administrative expenses, resulting in operating earnings
before other expenses of $10,745 in the current period, as compared to
$15,538 in the prior year.
Interest expense, net was $12,386 for the nine months ended November 25, 1995
or $1,306 higher than the net interest expense of $11,080 recorded for the
comparable period in the prior year, and is principally due to the increase
in BEA's long-term outstanding debt during the current period to finance the
increase in inventory associated with the growth in the Company's backlog.
Income tax benefit for the nine months ended November 25, 1995 was ($2,198)
or 37% of loss before income taxes as compared to a tax rate of 35% in the
first nine months of fiscal 1995.
The net loss of ($3,743) or ($.23) per share for the nine months ended
November 25, 1995 was $8,788 or $.55 per share less than the loss of the
prior year, primarily as a result of higher other expenses in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
BEA's primary requirements for working capital have been directly related to
it accounts receivable and inventory levels, costs associated with the design
and development of the MDDS and other products and scheduled interest
payments on its indebtedness. Over the past several years, new product
development expenditures by BEA have increased and have primarily consisted
of costs related to the development of the MDDS, with the balance
attributable to its seating products and galley products businesses. BEA
expenses its research, development and engineering costs as they are incurred,
expect for costs related to the enhancement of existing products under
purchase orders from customers, which, following the completion of a working
prototype, are capitalized and included as a component of the inventories
associated with such programs. As the products are shipped, the costs are
deducted from inventories. As of November 25, 1995, approximately $40,752
of such costs were included in inventories and were primarily related to the
<PAGE>
development of the MDDS. Management believes that the majority of the
engineering costs associated with the development of MDDS have been incurred
and any additional spending necessary to complete the system will have been
largely incurred by February 1996. Thereafter, Management expects its
development spending, as a percentage of sales, will return to historical
levels.
In October 1993, BEA obtained credit facilities aggregating $85,000. The
credit facilities are comprised of two revolving lines of credit, initially
aggregating $40,000 and $45,000. The $40,000 revolving line of credit is
collateralized by the stock of a wholly owned subsidiary and may be borrowed
and repaid in $1,000 increments and has decreasing availability through
November 1998. The $45,000 revolving line of credit may be borrowed in
$1,000 increments, is subject to borrowing base calculations set forth in the
credit facility agreement, is collateralized by substantially all BEA's
assets and is due and payable in full in November 1998. The credit
facilities bear interest at prime plus .50% or, at BEA's option, LIBOR plus
1.75%, in each case, subject to BEA's credit rating. As of November 25,
1995, the availability under the $40,000 revolving line of credit had been
reduced to $29,500, resulting in a total credit facility aggregating $74,500
of which $65,500 was outstanding.
On December 14, 1995, the Company signed a definitive agreement to acquire
all of the issued and outstanding capital stock of Burns Aerospace
Corporation ("Burns"), a wholly owned subsidiary of Eagle Industries. The
purchase price for Burns is expected to be approximately $42,500, all in
cash. The acquisition of Burns is expected to be funded with a portion of
the proceeds from a planned offering of senior subordinated notes in the
aggregate amount of approximately $75,000. The remaining proceeds are
expected to be used to repay a portion of the Company's existing bank
credit. Completion of the acquisition is subject to a number of conditions,
including due diligence and obtaining satisfactory financing facilities.
Following the acquisition of Burns, the Company's liquidity requirements
will consist primarily of working capital needs and scheduled payments of
interest on its indebtedness.
The Company has received a commitment letter from The Chase Manhattan Bank,
N.A. to amend its existing credit facilities by increasing the aggregate
principal amount that may be borrowed thereunder to $100,000. The Bank
Credit Facility is expected to consist of a $25,000 Reducing Revolver and
the $75,000 Revolving Facility. The Company expects that (a) the Reducing
Revolver will be collateralized by all of the issued and outstanding capital
stock of Acurex Corporation, a wholly owned subsidiary of BEA, and will have
a five year maturity, with the commitments of the lenders thereunder reducing
during such five year period, (b) the Revolving Facility will be
collateralized by all of the Company's accounts receivable, all of its
inventory and substantially all of its other personal property and will have
a five year maturity and (c) the Bank Credit Facility will contain customary
affirmative covenants, negative covenants and conditions of borrowing. The
Company also has a $10,000 unsecured borrowing facility which will be repaid
on or prior to the execution of the Bank Credit Facility.
Following the acquisition, the Company believes that cash flow from
operations and availability under the Bank Credit Facility will provide
adequate funds for its working capital needs, planned capital expenditures
<PAGE>
and debt services obligations through the term of the bank credit facility.
The Company believes that it will be able to refinance the bank credit
facility prior to its termination, although there can be no assurance that
it will be able to do so. The Company's ability to fund its operations and
and make planned capital expenditures, to make scheduled payments and
to refinance its indebtedness depends on its future operating performance
and cash flow, which, in turn, are subject to prevailing economic conditions
and to financial, business and other factors, some of which are beyond its
control.
<PAGE>
BE AEROSPACE, INC.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
BEA has been advised that the U.S. Attorney's Office for the District of
Connecticut, in conjunction with the Department of Commerce and the U.S.
Customs Service, is conducting an investigation focused on possible
non-compliance by BEA with certain statutory and regulatory provisions
relating to export licensing and controls. The investigation relates
primarily to the sale of passenger seats and related spare parts for
civilian commercial passenger aircraft to Iran Air from 1992 through
mid-1995. BEA has been advised it is a target of the investigation;
however neither it nor any current or former directors, officers, or
employees have been charged in connection with the investigation. The
investigation is at an early stage and, while the Company intends to defend
itself vigorously, the ultimate outcome of the investigation cannot
presently be determined. An adverse outcome could have a material adverse
effect upon the operations and/or financial condition of the Company.
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. None.
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits. None.
b. On December 29, 1995 the Company filed a Form 8-K, Commission
File Number: 0-18348 dated December 14, 1995 related to the
pending acquisition of Burns Aerospace Corporation.
<PAGE>
BE AEROSPACE, INC.
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.
BE AEROSPACE, INC.
Date: January 8, 1996 By: Amin J. Khoury
Chairman of the Board and
Chief Executive Officer
Date: January 8, 1996 By: Thomas P. McCaffrey
Vice President &
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-25-1995
<PERIOD-END> NOV-25-1995
<CASH> 5,348
<SECURITIES> 0
<RECEIVABLES> 48,098
<ALLOWANCES> (3,980)
<INVENTORY> 103,905
<CURRENT-ASSETS> 168,074
<PP&E> 92,134
<DEPRECIATION> 25,605
<TOTAL-ASSETS> 405,992
<CURRENT-LIABILITIES> 61,316
<BONDS> 0
161
0
<COMMON> 0
<OTHER-SE> 122,979
<TOTAL-LIABILITY-AND-EQUITY> 405,992
<SALES> 168,233
<TOTAL-REVENUES> 168,233
<CGS> 113,740
<TOTAL-COSTS> 113,740
<OTHER-EXPENSES> 48,048
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,386
<INCOME-PRETAX> (5,941)
<INCOME-TAX> (2,198)
<INCOME-CONTINUING> (3,743)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,743)
<EPS-PRIMARY> (.23)
<EPS-DILUTED> (.23)
</TABLE>
