UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 000-27852
PLATINUM ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3802328
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Butterfield Road
Downers Grove, Illinois 60515
(Address of principal executive offices, including zip code)
(630) 769-0033
(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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
7,939,745 Common Stock, par value $.001 per share, at May 15, 2000.
<PAGE>
Safe Harbor Provision; Risk Factors
Some of the information in this filing contains forward-looking
statements that involve substantial risks and uncertainties. You can
identify these statements by forward-looking words such as "intend,"
"anticipate," "believe," "estimate" and "expect" or similar words. You should
read statements that contain these words because they (1) discuss our
future expectations, (2) contain projections of our future results of operations
or of our financial condition or (3) state other "forward-looking" information.
We believe it is important to communicate our expectations to our investors.
There may be events in the future, however, that we are not accurately able to
predict or over which we have no control. A number of important factors could
cause our actual results, performance and achievements for 2000 and beyond to
differ materially from those expressed in such forward-looking statements. These
risk factors include, without limitation, the following:
Operating Losses; Default Under Bank Credit Agreement; Risks of Inadequate
Liquidity and Capital Resources
We have experienced operating and net losses each fiscal year since inception.
For the foreseeable future we anticipate incurring operating and net losses.
There can be no assurance that we will ever achieve profitable operations or
generate significant revenue with our current products and strategy. Our future
operating results depend on many factors, including demand for our products, our
ability to retain personnel and maintain adequate staffing levels, the level of
competition, our ability to acquire, develop and market new artists and products
and the ability of our officers and key employees to manage our business and
control costs.
Our continued operating and net losses have significantly constrained our cash
flows and are adversely impacting our business, results of operations and
financial condition. Our liquidity issues have forced us to eliminate certain
staffing positions and cut back on temporary employees. The lack of liquidity
has also delayed payments to certain manufacturers, resulting in product delays,
which in turn caused us to be delinquent fulfilling our customer shipping
requests on a substantial portion of our scheduled 1999 fall and holiday
shipments. These shipping delays continued during the first quarter of 2000 and
continue to date. Our cash flows from operations have also been insufficient to
produce a significant portion of our scheduled new releases for 2000, and
properly promote the records we are currently selling. Until our liquidity
issues are resolved, there is substantial doubt about our ability to continue as
a going concern.
Our bank credit facility with First Source Financial, Inc. was due in full on
March 31, 2000. At May 12, 2000, we had borrowed $32,600,000 from First Source.
In addition, on February 11, 2000, First Source notified us that we were in
default due to our failure to meet certain financial covenants under the Credit
Agreement as of November 30, 1999. Such default increased our interest rate to
12.5% per annum effective February 11, 2000 and requires that 100% of all
proceeds received by us from the sale of selected titles from our master catalog
be used to permanently reduce our revolving commitment.
Our plans to fulfill our repayment obligation to First Source include
negotiating with First Source for an extension on the due date of the loan and
seeking additional borrowing capacities both with First Source and with outside
financing sources. There can be no assurance that our negotiations with First
Source or any other lenders will occur on satisfactory terms, if at all. We may
initiate a transaction or series of transactions to sell a portion or all of our
assets to satisfy our obligations to First Source. There can be no assurance
that any such transactions will occur on satisfactory terms, if at all. First
Source has the right to pursue the remedies available to them, including
foreclosing on the assets that secure its obligations which constitute
substantially all of our assets. There will be a material adverse effect on our
business, results of operations and financial condition, and could be a
foreclosure on our assets, if we are unable to reach an agreement with First
Source in the near term or at the expiration of any extension granted by First
Source. If we are unable to repay our obligations to First Source, we may be
forced to seek relief under the bankruptcy laws.
<PAGE>
Highly Competitive Market
The recorded music industry is highly competitive. We face competition for
discretionary consumer purchases of our products from other record companies,
entertainment companies and multimedia companies that seek to offer recorded
music to the public. The market for pre-recorded music is dominated by five
major record companies in the United States (BMG Entertainment, EMI Recorded
Music, Sony Music Group, Universal Music Group and Warner Music). Our ability
to compete in this market depends largely on:
* the skill and creativity of our employees and their relationships with
artists,
* our ability to sign new and established artists and songwriters,
* the expansion and utilization of our catalog,
* the acquisition of licenses to enable us to create compilation packages,
* the effective and efficient distribution of our products, and
* our ability to build upon and maintain our reputation for producing,
licensing, acquiring, marketing and distributing high quality music.
Results and the future success of our sales and marketing efforts through the
Internet will be affected by existing competition and by additional entrants to
the electronic commerce market. Many of our competitors have significantly
longer operating histories, greater financial resources and larger music
catalogs. We cannot assure that we will be able to compete successfully with
our competitors in the future.
Risks Inherent in the Recorded Music Industry
The recorded music industry, like other creative industries, involves a
substantial degree of risk. Each recording is an individual artistic work, and
its commercial success is primarily determined by consumer taste, which is
unpredictable and constantly changing. As a result, we cannot assure the
financial success of any particular release, the timing of success or the
popularity of any particular artist. We may be unable to generate sufficient
revenues from successful releases to cover the costs of unsuccessful releases.
Fluctuations in Our Quarterly Operating Results and Seasonality
Our results of operations are subject to seasonal variations. In particular,
our revenues and operating results are affected by end-of-the-year holiday
sales. We record revenues for music products when the products are shipped to
retailers. In anticipation of holiday sales, retailers purchase products from
us prior to December. As a result, our revenues and operating results typically
decline during December, January and February. In addition, timing of a new
release may materially affect our business, financial condition and results of
operations. For example, if releases planned for the peak holiday season are
delayed, our business, financial results and operating results could be
materially adversely affected.
Risks Related to Our Distribution Systems
We distribute our products through a multi-channel distribution system comprised
of:
* PED Corp., our proprietary distribution system, headquartered in Alpharetta,
Georgia, a suburb of Atlanta,
* International licensing agreements as well as production and distribution
agreements on a territory-by-territory basis, and
* Internet distribution.
We had a distribution agreement with PolyGram Group Distribution, Inc. (PGD)
through July 1999, at which time we notified PGD we were terminating the
agreement. We also serve as a distributor for various third party music labels
located in the United States and Europe.
<PAGE>
We are significantly dependent on our existing distribution system, PED, which
generated 100% and 83% of our total gross product sales during the first
quarters of 2000 and 1999, respectively. We completed the opening of a new
distribution facility in Alpharetta at the end of October 1999. In addition, we
consolidated our label and distribution activities located in Downers Grove,
Illinois and Nashville, Tennessee. We believe our new distribution facility
will provide us with distribution capabilities which could potentially offset
the termination of the PGD services and grow the business substantially.
However, should we encounter difficulty with our existing distribution methods,
or be unable to further develop our proprietary distribution systems
successfully in the future, our business, results of operation and financial
condition may be materially adversely affected.
We also distribute our products through the Internet through our website
www.PlatinumCD.com and www.HeardOn.com. Revenues from PlatinumCD.com are not
currently a significant part of our business. The future success of on-line
sales and marketing efforts cannot be adequately determined at this time,
particularly due to the short history of the electric commerce market and the
challenges to the protection of music files transmitted through the Internet.
Results will also be affected by existing competition and by additional entrants
to the market, many of whom may have substantially greater resources.
Risks Associated with Having Our Intellectual Property Rights Infringed Upon
We consider our trademarks, copyrights and other similar intellectual property
to be a valuable part of our business. To protect our intellectual property
rights, we rely upon copyright and trademark laws, as well as confidentiality
agreements with our employees and consultants. There can be no assurance that
our use of these contracts and the application of existing laws will provide
sufficient protection from misappropriation or infringement of our intellectual
property rights. There can also be no assurance that third parties will not
claim infringement by us with respect to others' current or future intellectual
property rights. It is also possible that third parties will obtain and use our
content or technology without authorization.
Risks Associated with Product Returns
Our products are sold on a returnable basis which is standard music industry
practice. We set reserves for future returns of products based on return
policies and historical experience. We typically expect that our actual return
experience will be within standard industry parameters. We may in the future
experience an increase in returns over our established reserves. If this occurs
our business, results of operations and financial condition could be materially
adversely affected.
Risks Related to Our Licensing Activity
We license the rights to numerous master recordings and compositions from third
parties for recording and re-recording of music to produce compilations and to
expand our catalog. We also seek to license the rights to our master recordings
and compositions to third parties for use in albums, films, and televisions
programs for a royalty or a flat fee. These cross-licensing arrangements are
generally made possible by existing industry practices based on reciprocity. If
for this or other reasons these practices change, we cannot assure that we will
be able to obtain licenses from third parties on satisfactory terms, or at all,
and our business, financial condition and operating results, particularly with
respect to compilation products, could be materially adversely affected. The
increased consolidation occurring in the recorded music industry may restrict
the availability of music for compilations or adversely affect the terms under
which licenses are granted.
Dependence on Key Personnel
Our success depends largely on the skills, experience and efforts of our
executive officers and key employees, particularly Steven Devick, our President
and Chief Executive Officer. The loss of the services of Mr. Devick or other
members of our senior management, could materially adversely affect our
business, financial condition or results of operations. In addition, in large
<PAGE>
part, our success will depend on our ability to attract and retain qualified
management, marketing and sales personnel. We experience competition for
qualified personnel with other companies and organizations. Our inability to
hire or retain qualified personnel could have a material adverse effect on our
business, financial condition or results of operations. We have entered into
employment agreements with certain members of our senior management team,
including Mr. Devick, Thomas R. Leavens, Chief General Counsel and Senior
Executive Vice President, and Brent Gordon, Executive Vice President of Sales
and Distribution. We also maintain a key man life insurance policy in the
aggregate of $10 million on the life of Mr. Devick. Our Chief Financial Officer
and Chief Operating Officer, Douglas C. Laux, resigned from the Company
effective March 24, 2000. Mr. Laux will remain a director of the Company and
serve as a consultant to the Company until March 2001.
Anti-Takeover Considerations
Our Certificate of Incorporation and Bylaws and Delaware law contain provisions
that may delay, defer or inhibit a future acquisition of us not approved by the
Board of Directors. This could occur even if our shareholders are offered an
attractive value for their shares or if a substantial number or even a majority
of our shareholders believe the takeover is in their best interest. These
provisions are intended to encourage any person interested in acquiring us to
negotiate with and obtain the consent of the Board of Directors. These
provisions include: limitations on our stockholders' ability to nominate
directors or act by written consent, a staggered Board of Directors and the
ability of the Board of Directors to issue shares of preferred stock with such
designations, powers, preferences and rights as it determines, without any
further vote or action by our shareholders.
These provisions also could discourage bids for your shares of common stock at a
premium and have a material adverse effect on the market price of your shares.
Also, Section 203 of the Delaware General Corporation Law restricts certain
business combinations with any "interested stockholder" as defined by such
statute.
Volatility of Our Stock Price
Our common stock is traded on the Nasdaq National Market. The market price of
our common stock has historically been volatile. We believe the market price of
our common stock could fluctuate substantially, based on a variety of factors,
including quarterly fluctuations in results of operations, timing of product
releases, announcements of new products and acquisitions or acquisitions by our
competitors, changes in earnings estimates by research analysts and changes in
accounting treatments or principles. The market price of our common stock may
be affected by our ability to meet or exceed analysts' or "street" expectations,
and any failure to meet or exceed such expectations could have a material
adverse effect on the market price of our common stock. Furthermore, stock
prices for many companies, including entertainment companies, fluctuate widely
for reasons that may be unrelated to their operating results. These
fluctuations and general economic, political and market conditions, such as
recessions or international currency fluctuations and demand for our products,
may adversely affect the market price of our common stock.
Failure to Meet Nasdaq Listing Requirements
Our common stock is traded on the Nasdaq National Market. We received
notification from The Nasdaq-Amex Market Group, Inc. that we no longer meet
certain continued listing requirements of the Nasdaq National Market. If our
common stock is no longer traded on the Nasdaq National Market, we anticipate
that our common stock will trade on the OTC Bulletin Boards. Delisting of our
common stock by the Nasdaq National Market could adversely affect the market for
your shares of common stock.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Platinum Entertainment, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
March 31 December 31
2000 1999
<S> <C> <C>
______________________________
Assets (Unaudited) (Note 1)
Current assets:
Cash $ 3 $ 12
Accounts receivable, net 2,241 3,768
Inventories, net 4,929 5,068
Artist advances, net 1,030 1,017
Distribution advances, net 916 241
Other 1,237 3,305
--------------------------------
Total current assets 10,356 13,411
Recorded music costs, net 909 1,009
Property and equipment, net 2,266 2,465
Equity investment in joint venture 2,332 2,403
Music catalog, net 20,151 20,384
Music publishing rights, net 2,034 2,063
Goodwill, net 5,305 5,366
Deferred financing costs, net - 41
Other 113 112
--------------------------------
Total assets $43,466 $47,254
================================
Liabilities and stockholders' deficit
Current liabilities:
Revolving line of credit $32,600 $32,725
Due to related parties 1,388 1,382
Accounts payable 5,055 5,401
Accrued liabilities 3,870 5,297
Royalties payable 8,292 6,838
Unearned revenue 1,500 2,000
--------------------------------
Total current liabilities 52,705 53,643
Stockholders' deficit:
Preferred stock:
Preferred Stock ($.001 par value);
10,000,000 shares authorized: - -
Series B, Convertible Preferred Stock,
20,000 shares issued and outstanding - -
Series C, Convertible Preferred Stock,
2,500 shares issued and outstanding - -
Series D, Convertible Preferred Stock,
3,938 shares issued and outstanding - -
Common stock:
Common Stock ($.001 par value); 40,000,000
shares authorized, 7,779,714 and 7,487,921
shares issued and outstanding, respectively 8 7
Additional paid-in capital 85,134 82,770
Accumulated deficit (94,381) (89,166)
--------------------------------
Stockholders' deficit (9,239) (6,389)
--------------------------------
Total liabilities and stockholders' deficit $43,466 $47,254
================================
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements
<PAGE>
Platinum Entertainment, Inc.
Condensed Consolidated Statements of Operations
(In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
Quarter ended March 31
2000 1999
----------------------
(Unaudited)
<S> <C> <C>
Gross product sales $6,848 $12,358
Less: Returns (1,650) (2,712)
Less: Discounts (438) (577)
------------------------
Net product sales 4,760 9,069
Licensing, publishing and other revenues 645 161
------------------------
Net revenues 5,405 9,230
Cost of sales and services 3,142 5,181
------------------------
Gross profit 2,263 4,049
Other operating expenses:
Selling, general and administrative 4,328 4,299
Depreciation and amortization 673 651
------------------------
5,001 4,950
------------------------
Operating loss (2,738) (901)
Interest expense (955) (660)
Other financing costs (161) (33)
Equity loss (71) (38)
------------------------
Net loss (3,925) (1,632)
Less: Preferred dividend requirements (1,290) (886)
------------------------
Loss applicable to common shares $(5,215) $(2,518)
========================
Basic and diluted loss per common share $ (0.68) $ (0.37)
Weighted-average number of common shares
outstanding 7,641,081 6,715,511
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>
Platinum Entertainment, Inc.
Condensed Consolidated Statement of Stockholders' Deficit
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Additional
Preferred Stock Common Stock paid-in Accumulated Stockholders'
------------------------------- --------------------------------
Series B Series C Series D Shares Amount capital deficit deficit
------------------------------- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31, 1999 $ - $ - $ - 7,488 $ 7 $ 82,770 $ (89,166) $ (6,389)
Issuances of
Common Stock:
Promotional services - - - 167 1 499 - 500
Distribution advances - - - 117 - 400 - 400
Employee benefit plan - - - 8 - 25 - 25
Issuances of options
to purchase Common
Stock:
Employee severance - - - - - 150 - 150
Dividends:
Preferred dividend
requirements - - - - - 1,290 (1,290) -
Comprehensive loss:
Net loss for the quarter
ended March 31, 2000 - - - - - - (3,925) (3,925)
-------------------------------- ---------------------------------------------------------------------------
Balance at
March 31, 2000 $ - $ - $ - 7,780 $ 8 $ 85,134 $ (94,381) $ (9,239)
=============================== ===========================================================================
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>
Platinum Entertainment, Inc.
Condensed Consolidated Statements of Cash Flows
(In Thousands)
<TABLE>
<CAPTION>
Quarter ended March 31
2000 1999
----------------------
(Unaudited)
<S> <C> <C>
Operating activities
Net loss $(3,925) $(1,632)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Provision for future returns 1,650 2,712
Provision for unrecoupable artist balances 44 22
Depreciation 249 230
Amortization 424 421
Amortization of deferred financing costs 41 33
Equity loss from joint venture 71 38
Stock options issued for employee severance 150 -
Litigation settlement, net - (1,185)
Changes in operating assets and liabilities:
Accounts receivable (123) (3,337)
Inventories 139 396
Artist advances (57) (1,227)
Distribution advances (275) -
Recorded music costs (2) (46)
Accounts payable (346) 2,189
Accrued liabilities (472) (972)
Royalties payable 1,454 509
Other 1,599 (1,155)
----------------------
Net cash provided by (used in) operating activities 621 (3,004)
Investing activities
Acquisition of music catalog (308) -
Purchases of property and equipment (50) (244)
Net proceeds from (payments to) joint venture (147) 347
----------------------
Net cash (used in) provided by investing activities (505) 103
Financing activities
Net (payments to) proceeds from revolving line of
credit (125) 410
Proceeds from sale of Common Stock - 2,500
----------------------
Net cash (used in) provided by financing activities (125) 2,910
----------------------
Net (decrease) increase in cash (9) 9
Cash, beginning of period 12 12
----------------------
Cash, end of period $ 3 $ 21
======================
</TABLE>
See accompanying notes to unaudited condensed consolidated financial statements.
<PAGE>
Platinum Entertainment, Inc.
Notes to Condensed Consolidated Financial Statements
(In thousands, except share and per share amounts)
1. Description of Business and Basis of Presentation
The condensed consolidated financial statements included herein have been
prepared assuming we will continue as a going concern. However, the following
conditions raise substantial doubt about our ability to continue as a going
concern.
We have experienced operating and net losses each fiscal year since inception.
For the foreseeable future we anticipate incurring operating and net losses.
There can be no assurance that we will ever achieve profitable operations or
generate significant revenue with our current products and strategy. Our future
operating results depend on many factors, including demand for our products, our
ability to retain personnel and maintain adequate staffing levels, the level of
competition, our ability to acquire, develop and market new artists and products
and the ability of our officers and key employees to manage our business and
control costs.
Our continued operating and net losses have significantly constrained our cash
flows and are adversely impacting our business, results of operations and
financial condition. Our liquidity issues have forced us to eliminate certain
staffing positions and cut back on temporary employees. The lack of liquidity
has also delayed payments to certain manufacturers, resulting in product delays,
which in turn caused us to be delinquent fulfilling our customer shipping
requests on a substantial portion of our scheduled 1999 fall and holiday
shipments. These shipping delays continued during the first quarter of 2000 and
continue to date. Our cash flows from operations have also been insufficient to
produce a significant portion of our scheduled new releases for 2000, and
properly promote the records we are currently selling. Until our liquidity
issues are resolved, there is substantial doubt about our ability to continue as
a going concern.
Our bank credit facility with First Source was due in full on March 31, 2000.
At May 12, 2000, we had borrowed $32,600 from First Source. In addition, on
February 11, 2000, First Source notified us that we were in default due to our
failure to meet certain financial covenants under the Credit Agreement as of
November 30, 1999. Such default increased our interest rate to 12.5% per annum
effective February 11, 2000 and requires that 100% of all proceeds received by
us from the sale of selected titles from our master catalog be used to
permanently reduce our revolving commitment.
Our plans to fulfill our repayment obligation to First Source include
negotiating with First Source for an extension on the due date of the loan and
seeking additional borrowing capacities both with First Source and with outside
financing sources. There can be no assurance that our negotiations with First
Source or any other lenders will occur on satisfactory terms, if at all. We may
initiate a transaction or series of transactions to sell a portion or all of our
assets to satisfy our obligations to First Source. There can be no assurance
that any such transactions will occur on satisfactory terms, if at all. First
Source has the right to pursue the remedies available to them, including
foreclosing on the assets that secure its obligations which constitute
substantially all of our assets. There will be a material adverse effect on our
business, results of operations and financial condition, and could be a
foreclosure on our assets, if we are unable to reach an agreement with First
Source in the near term or at the expiration of any extension granted by First
Source. If we are unable to repay our obligations to First Source, we may be
forced to seek relief under the bankruptcy laws.
The condensed consolidated financial statements included herein are unaudited
and have been prepared in accordance with accounting principles generally
accepted in the United States for interim financial reporting and Securities and
Exchange Commission regulations. In the opinion of management, the financial
statements reflect all adjustments (of a normal and recurring nature) which are
necessary to present fairly the financial position, results of operations and
<PAGE>
cash flows for the interim periods presented. These financial statements should
be read in conjunction with the audited consolidated financial statements and
notes thereto for the year ended December 31, 1999 of Platinum Entertainment,
Inc. included in the Annual Report on Form 10-K filed with the Securities and
Exchange Commission on April 14, 2000. The interim results presented are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2000. The balance sheet at December 31, 1999, has been derived
from the audited financial statements at that date but does not include all of
the information and footnotes required by accounting principles generally
accepted in the United States.
2. Basic and Diluted Loss Per Common Share
Basic loss per common share is based upon the net loss applicable to common
shares after preferred dividend requirements using the weighted-average of
common shares outstanding during the period. Diluted loss per common share
adjusts for the effect of convertible securities, stock options and warrants
only in the periods presented in which such effect would have been dilutive.
3. New Accounting Pronouncement
In December 1999, the Securities and Exchange Commission staff issued Statement
of Accounting Bulletin No. 101, Revenue Recognition in Financial Statements (SAB
101). SAB 101 provides four broad concepts that the SEC considers when
assessing whether revenue should be presented on a "gross" or "net" basis (i.e.,
"gross" when acting as a principal or "net" when acting as an agent). This
issue is of particular concern to companies that distribute third party product
for a fee. We currently reflect sales activity of third- party product in gross
product sales, recording an amount in cost of sales to derive our distribution
fee reflected in gross margins. Such third party amounts comprised 23% and 15%
of our gross revenues for the first quarters of 2000 and 1999, respectively. We
are required to implement the SAB beginning the second quarter of 2000. We have
not yet determined what effect SAB 101 will have on the presentation of revenues
in our financial statements.
4. Reclassification
Certain prior period amounts in the consolidated financial statements and
related notes have been reclassified to conform with the current period
presentation.
5. Debt
Our bank credit facility with First Source was due in full on March 31, 2000.
At May 12, 2000, we had borrowed $32,600 from First Source. In addition, on
February 11, 2000, First Source notified us that we were in default due to our
failure to meet certain financial covenants under the Credit Agreement as of
November 30, 1999. Such default increased our interest rate to 12.5% per annum
effective February 11, 2000 and requires that 100% of all proceeds received by
us from the sale of selected titles from our master catalog be used to
permanently reduce our revolving commitment.
Our plans to fulfill our repayment obligation to First Source include
negotiating with First Source for an extension on the due date of the loan and
seeking additional borrowing capacities both with First Source and with outside
financing sources. There can be no assurance that our negotiations with First
Source or any other lenders will occur on satisfactory terms, if at all. We may
initiate a transaction or series of transactions to sell a portion or all of our
assets to satisfy our obligations to First Source. There can be no assurance
that any such transactions will occur on satisfactory terms, if at all. First
Source has the right to pursue the remedies available to them, including
foreclosing on the assets that secure its obligations which constitute
substantially all of our assets. There will be a material adverse effect on our
business, results of operations and financial condition, and could be a
foreclosure on our assets, if we are unable to reach an agreement with First
Source in the near term or at the expiration of any extension granted by First
Source. If we unable to repay our obligations to First Source, we may be forced
to seek relief under the bankruptcy laws.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
The information in this section should be read together with the condensed
consolidated financial statements and related notes contained elsewhere herein.
Liquidity and Capital Resources
We have experienced operating and net losses each fiscal year since
inception. For the foreseeable future we anticipate incurring operating and
net losses. There can be no assurance that we will ever achieve profitable
operations or generate significant revenue with our current products and
strategy. Our future operating results depend on many factors, including
demand for our products, our ability to retain personnel and maintain
adequate staffing levels, the level of competition, our ability to acquire,
develop and market new artists and products and the ability of our officers and
key employees to manage our business and control costs.
Historically, we have funded our operations and other activities from a variety
of capital sources, including debt and equity financing, and more recently
through other transactions. We have implemented certain measures within the last
six months in order to improve cash flows. These measures included:
* the sale of certain assets,
* the consolidation of facilities,
* the use of our common stock, rather than cash, for payment of services
rendered to us by artists, producers and others, and
* entering into licensing and other agreements that exploit the digital
rights to our music catalog.
While these measures helped improve cash flows, our overall lack of sufficient
cash flows continues and is adversely impacting our business, results of
operations and financial condition. Our liquidity issues have forced us to
eliminate certain staffing positions and cut back on temporary employees. The
lack of liquidity has also delayed payments to certain manufacturers, resulting
in product delays, which in turn caused us to be delinquent fulfilling our
customer shipping requests on a substantial portion of our scheduled 1999 fall
and holiday shipments. These shipping delays continued during the first quarter
of 2000 and continue to date. Our cash flows from operations have also been
insufficient to produce a significant portion of our scheduled new releases for
2000, and properly promote the records we are currently selling. Until our
liquidity issues are resolved, there is substantial doubt about our ability to
continue as a going concern.
Our bank credit facility with First Source was due in full on March 31, 2000.
At May 12, 2000, we had borrowed $32,600,000 from First Source. In addition, on
February 11, 2000, First Source notified us that we were in default due to our
failure to meet certain financial covenants under the Credit Agreement as of
November 30, 1999. Such default increased our interest rate to 12.5% per annum
effective February 11, 2000 and requires that 100% of all proceeds received by
us from the sale of selected titles from our master catalog be used to
permanently reduce our revolving commitment.
Our plans to fulfill our repayment obligation to First Source include
negotiating with First Source for an extension on the due date of the loan and
seeking additional borrowing capacities both with First Source and with outside
financing sources. There can be no assurance that our negotiations with First
Source or any other lenders will occur on satisfactory terms, if at all. We may
initiate a transaction or series of transactions to sell a portion or all of our
assets to satisfy our obligations to First Source. There can be no assurance
that any such transactions will occur on satisfactory terms, if at all. First
Source has the right to pursue the remedies available to them, including
foreclosing on the assets that secure its obligations which constitute
substantially all of our assets. There will be a material adverse effect on our
business, results of operations and financial condition, and could be a
foreclosure on our assets, if we are unable to reach an agreement with First
Source in the near term or at the expiration of any extension granted by First
<PAGE>
Source. If we are unable to repay our obligations to First Source, we may be
forced to seek relief under the bankruptcy laws.
During the first quarter of 2000, we experienced positive cash flow from
operations of $621,000, due primarily to $1,800,000 received under a license
agreement with LiveOnTheNet.com and delaying payments to vendors, offset by
continued operating losses. Investing and financing activities were not
significant.
During the first quarter of 1999, we experienced negative cash flow from
operations of $3,004,000. This resulted from continued operating losses and
approximately $1,227,000 of new project funding. Investing activities were not
significant. Operating and investing activities were funded from our line of
credit with First Source and proceeds of $2,500,000 from a private placement of
our Common Stock.
We require significant recurring funds for artist and repertoire (A&R) expenses,
which include recorded music costs. We have made substantial payments each year
for recording costs and advances to artists and producers in order to maintain
and enhance our artist roster. Advances to established artists and producers
and direct costs associated with the creation of record masters are capitalized
and are charged to cost of sales as the related albums earn revenues or when the
amounts are determined to be unrecoverable. Royalties are not paid to the
artist until all advances made to the artist have been recouped by us. Also, we
establish and maintain reserves relative to royalty payments for a period of 18
to 24 months to allow for product returns activity, as royalties are not owed on
returned product.
During July 1998, we purchased exclusive North American and non-exclusive
Central and South American rights to selected sound recordings by The Royal
Philharmonic Orchestra for $2,875,000. As consideration we issued 53,055 shares
of our Common Stock, valued at $400,000 or $7.54 per share, and committed to pay
a total of $2,475,000 in cash in periodic installments through June 30, 2000, of
which $1,076,000 remains due as of May 15, 2000.
We had a net capital deficit at March 31, 2000, totaling $9,239,000 compared to
$6,389,000 at December 31, 1999. The change is due to continued operating
losses, offset by shares of Common Stock issued during the first quarter of 2000
for advertising services rendered during the fourth quarter of 1999, and
scheduled distribution advances to Brooklyn Music, Ltd.
The NASDAQ National Market requires, among other criteria, that we maintain
tangible net worth of at least $4 million. As of March 31, 2000, we were not in
compliance with this requirement. See "Part II - Other Information. Item 5.
Other Information."
Business Overview
Our primary business is the production, distribution, marketing and sale of
music. Our strategy is to fully utilize our distribution capabilities through
predictable releases, hit releases from our urban division, catalog compilations
and distribution contracts with third parties. Expansion and exploitation of
our music catalog and publishing rights is also an integral part of our business
and growth strategy. We currently own or control a music catalog with more than
13,000 master recordings. Our music products include new releases, typically by
artists established in a particular genre, compilations featuring various
artists and repackagings of previously recorded music from our master music
catalog and licenses from third party record companies. We release music in a
variety of genres including classical, urban, adult contemporary, blues, gospel
and country through our Intersound Classical, Platinum, House of Blues, CGI
Platinum and Platinum Nashville labels.
<PAGE>
We distribute our products through a multi-channel distribution system comprised
of:
* PED, our proprietary distribution system, headquartered in Alpharetta,
Georgia, a suburb of Atlanta,
* International licensing agreements as well as production and
distribution agreements on a territory-by- territory basis, and
* Internet distribution.
We had a distribution agreement with PGD through July 1999, at which time we
notified PGD we were terminating the agreement (see "Part II - Other
Information, Item 1. Legal Proceedings").
We distribute via the Internet through our website, www.PlatinumCD.com, our
promotional download website, www.HeardOn.com, and our income sharing
arrangement with musicmaker.com, the first and largest digital download and
"burn and mail" company. On December 31, 1999, we signed an exclusive agreement
with LiveOnTheNet, Inc. to license our digital catalog for promotional
downloads. We received $1,800,000 from LiveOnTheNet as consideration for the
license during January 2000, and will receive the remaining $200,000 upon the
completion of the term. This licensing fee will be reflected in our operations
as earned. The fee is earned based on page views and qualified visitors tothe
LiveOnTheNet website. During the first quarter of 2000, we recognized $500,000
of revenues related to this arrangement. We intend to pursue additional
opportunities that exploit our digital music rights on the Internet.
We serve as a distributor for various third party labels located in the United
States and Europe. Under these arrangements, we generate a distribution fee of
approximately 20% to 24%, depending on the volume and range of services
provided. These activities represented 23% and 15% of our gross revenues in the
first quarters of 2000 and 1999, respectively. During 1999, the SEC issued an
accounting bulletin addressing the recognition of revenues for companies that
distribute other companies' products for a fee. While these rules do not take
effect until the second quarter of 2000, the implementation of these rules may
impact the presentation of revenues in our statement of operations. See "Note
3" to the condensed consolidated financial statements.
Product sales are recognized upon shipment. In accordance with industry
practice, our music products are sold on a returnable basis. Our allowance for
future returns is based upon our historical return rates and SoundScan data.
Our returns as a percentage of gross revenues were 22% for the first quarters of
both 2000 and 1999. It is our policy to inventory all returned product and
resell such product at market value when possible. We scrap excess quantities
of titles we feel have no market value.
<PAGE>
Results of Operations
The following table sets forth for the periods indicated the percentage of gross
revenues represented by certain items included in our "Condensed Consolidated
Statements of Operations" in the condensed consolidated financial statements.
Operating performance for any period is not necessarily indicative of
performance for any future periods.
<TABLE>
<CAPTION>
Quarter ended March 31
2000 1999
----------------------
<S> <C> <C>
Gross revenues
Platinum labels 68% 84%
Distributed labels 23 15
Licensing, publishing and other 9 1
----------------------
Total gross revenues 100 100
Less: Returns -22 -22
Less: Discounts -6 -5
----------------------
Net revenues 72 73
Cost of sales and services 42 41
----------------------
Gross profit 30 32
Other operating expenses:
Selling, general and administrative 58 34
Depreciation and amortization 9 5
------------------------
67 39
------------------------
Operating loss -37 -7
Interest expense -13 -5
Other financing costs -2 -
Equity loss -1 -
------------------------
Net loss -53 -12
Less: Preferred dividend requirements -17 -7
------------------------
Loss applicable to common shares -70% -19%
========================
</TABLE>
Gross Revenues. Gross revenues decreased $5,026,000 or 40% to $7,493,000 for
the first quarter of 2000, compared to $12,519,000 for the first quarter of
1999. The first quarter of 1999 included product sales of $2,089,000 shipped
through our PGD distribution channel which we terminated during July 1999. As
discussed in the "Liquidity and Capital Resources" section above, our liquidity
issues have constrained our ability to produce, distribute and promote our
releases. Sales in all labels have decreased from the first quarter of 1999,
particularly the labels requiring significant production and promotional
spending to generate revenues, such as urban and pop/rock. Significant releases
shipped during the first quarter of 2000 included new releases such as Fatboy
Slim's The Signature Series Volume I and William Becton's B2K: Prophetic Songs
of Promise, as well as continued sales of Rodney Carrington's Live!, Vickie
Winans' Live in Detroit II and the compilation Disciples of Gospel. The first
quarter of 2000 also includes $500,000 of revenues recognized from our agreement
with LiveOnTheNet.
Returns. We record an estimate of future returns at the time product is sold
(see "Business Overview"). Returns as a percentage of gross revenues were
consistent at 22% for the first quarter of 2000 and 1999.
Discounts. Discounts as a percentage of gross revenues were relatively
consistent at 6% for the first quarter of 2000, compared to 5% for the first
quarter of 1999.
Cost of Sales. Cost of sales as a percentage of gross revenues were relatively
consistent at 42% for the first quarter of 2000, compared to 41% for the first
quarter of 1999. Both variable product cost of sales and write-offs of artist
advances and slow-moving inventory were consistent between the two periods.
<Pages>
Gross Profit. Gross profit decreased $1,786,000 or 44% to $2,263,000 for the
first quarter of 2000, compared to $4,049,000 for the first quarter of 1999. As
a percentage of gross revenues, gross profits were relatively consistent at 30%
for the first quarter of 2000, compared to 32% for the first quarter of 1999.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased $29,000 or 1% to $4,328,000 for the first
quarter of 2000, compared to $4,299,000 for the first quarter of 1999. However,
the first quarter of 1999 includes a net gain from litigation settlements of
$1,185,000. Excluding these settlements, selling, general and administrative
expenses decreased $1,156,000 or 21% from the first quarter of 1999. As a
result of our constrained liquidity position, we decreased staffing levels by
33% and reduced promotional spending from the first quarter of 1999.
Operating Loss. As a result of the factors described above, we incurred an
operating loss of $2,738,000 for the first quarter of 2000, compared to an
operating loss of $901,000 for the first quarter of 1999.
Interest Expense. Interest expense for the first quarter of 2000 totaled
$955,000 compared to $660,000 for the first quarter of 1999. The current period
increase resulted from a higher interest incurred on our bank borrowings than in
the first quarter of 1999. See "Liquidity and Capital Resources" above for
details of our current debt structures.
Other financing costs. Other financing costs for the first quarter of 2000
totaled $161,000 compared to $33,000 for the first quarter of 1999. The current
period increase resulted from an amendment fee owed our primarily lender, as
well as an accelerated amortization period for the deferred financing costs due
to the acceleration of the due date of our bank loan. See "Liquidity and
Capital Resources" above for details of our current debt structures.
Income Taxes. No income tax expense or benefit has been recorded through March
31, 2000, due to our net operating loss carryforward and related valuation
allowance. Pursuant to Section 382 of the Internal Revenue Code of 1986, as
amended, our net operating loss carryforward of approximately $64,693,000 at
December 31, 1999, expiring in years 2007 through 2014, is subject to annual
limitations due to a change in ownership as a result of our initial public
offering. Accordingly, approximately $3,985,000 of the net operating loss
carryforward is subject to an annual limitation of approximately $2,200,000.
Preferred Dividend Requirements. During the first quarters of 2000 and 1999,
the preferred stock outstanding accrued dividends of $1,290,000 and $886,000,
respectively.
Loss Applicable to Common Shares. The loss applicable to common shares for the
first quarter of 2000 totaled $5,215,000, including preferred dividend
requirements of $1,290,000, compared to a loss applicable to common shares of
$2,518,000, including preferred dividend requirements of $886,000, for the first
quarter of 1999.
Fluctuations in Our Quarterly Operating Results and Seasonality
Our results of operations are subject to seasonal variations. In
particular, our revenues and operating results are affected by end-of-the-year
holiday sales. We record revenues for music products when the products are
shipped to retailers. In anticipation of holiday sales, retailers purchase
products from us prior to December. As a result, our revenues and operating
results typically decline during December, January and February. In addition,
timing of a new release may materially affect our business, financial condition
and results of operations. For example, if releases planned for the peak
holiday season are delayed, our business, financial results and operating
results could be materially adversely affected.
<PAGE>
Inflation
The impact of inflation on our operating results has been moderate in
recent years, reflecting generally lower rates of inflation in the economy.
While inflation has not had a material impact on operating results, there is no
assurance that our business will not be affected by inflation in the future.
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk.
The principal market risk (i.e., the risk of loss arising from adverse changes
in market rates and prices) to which we are exposed is interest rates on debt.
On March 31, 2000, we had $32,600,000 of debt outstanding under a fully drawn
revolving bank line of credit, which bore interest at the bank's prime rate plus
3.5% (12.5% per annum at March 31, 2000).
We do not hold and have not issued derivative financial instruments for
speculation or trading purposes.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
On April 7, 1999, Ichiban Records, Inc. filed a lawsuit in the Superior Court of
Fulton County, State of Georgia, captioned Ichiban Records, Inc. -v- Platinum
Entertainment, Inc., Civil Action No. 1999 CV 07215, (Ichiban Claim) seeking
termination of its distribution agreement with us and damages for alleged
breaches of its distribution agreement by us. Ichiban also filed a complaint
for injunction and temporary restraining order and appointment of a receiver
under the same caption. On April 21, 1999, Ichiban also filed a voluntary
petition to commence a case under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Georgia, Atlanta
Division, Case No. 99-66017. We subsequently removed the Ichiban Claim from the
State of Georgia court to the United States District Court for the Northern
District of Georgia, Atlanta Division, Case No. 1:99 CV-1113. The Ichiban Claim
will now be asserted through the bankruptcy action as an adversary proceeding.
On June 16, 1999, the Bankruptcy Court granted our motion to remove Ichiban as a
debtor in possession and appointed an independent trustee to operate the
business of Ichiban. On October 14, 1999, the Bankruptcy Court approved our
joint motion with the trustee to approve an amended version of the distribution
agreement between us and Ichiban to permit the further distribution of Ichiban
recordings by us. Further, the Bankruptcy Court approved a motion by the
Trustee to consolidate the bankruptcy proceedings of Ichiban Records, Inc. with
the bankruptcy of Ichiban International, Inc., an affiliate corporation. On
March 9, 2000, the Bankruptcy Court rejected the presentation of an agreement
negotiated between us and the Trustee for acquisition of the assets of Ichiban.
Because of this decision and Ichiban's failure to execute on its plans to become
an operating company, we withdrew our support of motions to approve a settlement
of the Ichiban Claim and to approve a settlement agreement between the
bankruptcy estate and The Harry Fox Agency. As a consequence of the failure of
such motions to be entered by the Bankruptcy Court, the amended version of the
distribution agreement between us and Ichiban became ineffective. Accordingly,
we have expensed our unrecouped distribution advance to Ichiban, which totaled
$1,950,000 as of December 31, 1999. On March 27, 2000, upon the motion of the
United States Trustee, the bankruptcy proceeding was converted from Chapter 11
to Chapter 7, and the assets of the Ichiban estate will be liquidated. We have
filed an answer in the adversary proceeding involving the Ichiban Claim,
together with our claims against the Ichiban estate for breach of the
distribution agreement. We believe this matter will not have an additional
material adverse impact on our financial position and results of operations.
On May 28, 1999, PolyGram Group Distribution, Inc. filed an action against us in
the Superior Court of the State of California for the County of Los Angeles
captioned PolyGram Group Distribution, Inc. -v- Platinum Entertainment, Inc.,
Case No. B C211091, seeking injunctive relief, restitution, and disgourgement of
profits arising out of PGD's claim that the distribution agreement between us
and PGD bars the distribution of recordings by us through our own distribution
facilities and requires that they be distributed by PGD. On June 25, 1999, PGD
<PAGE>
filed an amended complaint that additionally seeks the recovery of damages. We
rejected earlier demands by PGD to cease and desist selling our recording
through our own distribution facilities on the grounds that an amendment to the
distribution agreement with PGD specifically allows us to distribute records
through our own distribution company. We filed our answer to the complaint and
filed cross-complaints against PGD seeking damages incurred in connection with
the production of a compilation album by PGD entitled "Essential Southern Rock",
for the failure of PGD's successor, Universal Music, to properly pay royalties
to us pursuant to the terms of a foreign licensing agreement between Universal
and us, and for breach of the distribution agreement by PGD. We also sent a
notice of termination of the distribution agreement to PGD, terminating the
distribution agreement effective as of July 21, 1999, for PGD's breach of the
distribution agreement. On November 10, 1999, the action in California was
stayed on the grounds that the forum for the lawsuit should be in New York
rather than California. PGD filed a notice of appeal of this decision. Prior
to November 10, 1999, we filed an action against PGD in the New York state court
asserting as plaintiff the claims made as cross- complaints in the action in
California. On January 14, 2000, PGD filed an action in the United States
District Court for the Southern District of New York captioned PolyGram Group
Distribution, Inc. v. Platinum Entertainment, Inc., Civil Action No. 00 Civ. 282
(MBM), asserting essentially the same claims as originally asserted in the
California action with an additional claim asserting trademark infringement
arising out of the sale by us of phonorecords bearing the declaration that they
are distributed by PGD. We have reached an agreement with PGD that the appeal
in California will be abandoned, that the New York state action filed by us will
be dismissed, and our respective claims will be litigated in the New York
federal action. We are preparing our answer and counterclaims against PGD to
file in the New York federal action. Because the lawsuit is at an early stage,
there can be no assurances that the matters can be resolved in our favor. A
decision adverse to us in this matter could have a material adverse impact on
our financial position and results of operations.
We are a party in various other lawsuits which have arisen in the normal course
of business. In the opinion of management, based upon consultation with legal
counsel, the ultimate outcome of these lawsuits will not have a material impact
on our financial position or results of operations.
Item 2. Changes in Securities and Use of Proceeds.
During February 2000, we issued 166,667 shares of our Common Stock, valued at
$500,000 or $3.00 per share, to musicmaker.com, Inc., in lieu of cash for
promotional services rendered during the fourth quarter of 1999. This
transaction was exempt from registration pursuant to Section 4(2) of the
Securities Act of 1933 as a transaction not involving a public offering.
During March 2000, we issued an aggregate of 7,965 shares of our Common Stock,
valued at $25,392 or $3.188 per share, as a voluntary contribution to
participating employees in the Company's 401(k) program for the 1999 plan year.
Item 3. Defaults Upon Senior Securities.
Our bank credit facility with First Source was due in full on March 31, 2000.
At May 12, 2000, we had borrowed $32,600,000 from First Source. In addition, on
February 11, 2000, First Source notified us that we were in default due to our
failure to meet certain financial covenants under the Credit Agreement as of
November 30, 1999. Such default increased our interest rate to 12.5% per annum
effective February 11, 2000 and requires that 100% of all proceeds received by
us from the sale of selected titles from our master catalog be used to
permanently reduce our revolving commitment.
Our plans to fulfill our repayment obligation to First Source include
negotiating with First Source for an extension on the due date of the loan and
seeking additional borrowing capacities both with First Source and with outside
financing sources. There can be no assurance that our negotiations with First
Source or any other lenders will occur on satisfactory terms, if at all. We may
initiate a transaction or series of transactions to sell a portion or all of our
assets to satisfy our obligations to First Source. There can be no assurance
<PAGE>
that any such transactions will occur on satisfactory terms, if at all. First
Source has the right to pursue the remedies available to them, including
foreclosing on the assets that secure its obligations which constitute
substantially all of our assets. There will be a material adverse effect on our
business, results of operations and financial condition, and could be a
foreclosure on our assets, if we are unable to reach an agreement with First
Source in the near term or at the expiration of any extension granted by First
Source. If we are unable to repay our obligations to First Source, we may be
forced to seek relief under the bankruptcy laws.
Item 5. Other Information.
We received notification from The Nasdaq-Amex Market Group, Inc. (Nasdaq) that
we no longer meet certain continued listing requirements of the Nasdaq National
Market.
Item 6. Exhibits and Reports on Form 8-K.
A. Exhibits.
27. Financial Data Schedule.
B. Reports on Form 8-K.
None.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, I certify
that I have reasonable grounds to believe that we meet all of the
requirements for filing on Form 10-Q and I have duly caused this Report
to be signed on my behalf by the undersigned, thereunto duly authorized,
in the City of Downers Grove, State of Illinois, on May 15, 2000.
Platinum Entertainment, Inc.
By: /s/STEVEN DEVICK
Steven Devick
Chairman, President and
Chief Executive Officer
(principal executive, financial
and accounting officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENT OF
OPERATIONS FOR PLATINUM ENTERTAINMENT, INC. AND THE ACCOMPANYING NOTES THERETO
FOR THE PERIOD INDICATED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 3
<SECURITIES> 0
<RECEIVABLES> 17,124
<ALLOWANCES> (14,883)
<INVENTORY> 10,097
<CURRENT-ASSETS> 10,356
<PP&E> 4,567
<DEPRECIATION> (2,301)
<TOTAL-ASSETS> 43,466
<CURRENT-LIABILITIES> 52,705
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> (9,247)
<TOTAL-LIABILITY-AND-EQUITY> 43,466
<SALES> 6,848
<TOTAL-REVENUES> 7,493
<CGS> 3,074
<TOTAL-COSTS> 3,142
<OTHER-EXPENSES> 5,001
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 955
<INCOME-PRETAX> (3,925)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,925)
<EPS-BASIC> (0.68)
<EPS-DILUTED> (0.68)
</TABLE>
