<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 28, 1996
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 NO. 0-20327
AMBER'S STORES, INC.
(Exact name of Registrant as specified in its charter)
TEXAS 75-1985340
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
12092 FORESTGATE
DALLAS, TEXAS 75243
(Address of principal executive offices)
(214) 889-1199
(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.
Shares Outstanding as
Title of June 14, 1996
----- ----------------
Common Stock, par value $.01 per share 5,496,800
<PAGE> 2
AMBER'S STORES, INC.
FORM 10-Q
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMBER'S STORES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
April 28, January 28,
1996 1996
--------- ---------
<S> <C>
Current assets:
Cash $ 15 $ 62
Merchandise inventories 7,276 8,129
Other current assets 110 144
-------- --------
Total current assets 7,401 8,335
Property and equipment, at cost 2,970 3,024
Less accumulated depreciation 1,232 1,135
-------- --------
1,738 1,889
Deposits and other assets 509 529
-------- --------
$ 9,648 $ 10,753
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable $ 861 $ 512
Accrued liabilities 1,062 1,097
Line of credit 6,177 6,020
-------- --------
Total current liabilities 8,100 7,629
Deferred rent 191 201
Liabilities subject to compromise:
Accounts payable 9,956 9,956
Obligations under rejected executory contracts 3,962 3,962
Priority tax claims 700 700
Other 225 256
-------- --------
14,843 14,874
Shareholders' equity (deficit):
Common stock - 5,496,800 shares outstanding 55 55
Paid-in capital 17,385 17,385
Accumulated deficit (30,926) (29,391)
-------- --------
Total shareholders' equity (deficit) (13,486) (11,951)
-------- --------
$ 9,648 $ 10,753
======== ========
</TABLE>
See accompanying notes.
<PAGE> 3
AMBER'S STORES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
April 28, April 30,
1996 1995
--------- ---------
<S> <C> <C>
Net sales $ 4,683 $ 12,763
Cost of sales and occupancy expense 3,542 10,970
-------- ---------
Gross profit 1,141 1,793
Selling, general and administrative expense 2,469 5,994
-------- ---------
Operating loss (1,328) (4,201)
Interest expense, net (203) (360)
Other income 7 27
-------- ---------
Loss before reorganization items and income taxes (1,524) (4,534)
Reorganizations items 11 --
-------- ---------
Loss before income taxes (1,535) (4,534)
Provision for income taxes -- --
-------- ---------
Net loss $ (1,535) $ (4,534)
======== ========
Loss per share $ (0.28) $ (0.82)
======== ========
Weighted average common shares outstanding 5,497 5,497
======== ========
</TABLE>
See accompanying notes.
3
<PAGE> 4
AMBER'S STORES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
April 28, April 30,
1996 1995
--------- ---------
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss $ (1,535) $ (4,534)
Adjustments to reconcile net loss to net
cash provided by (used in) operating activities:
Depreciation and amortization 134 259
Deferred rent (10) (26)
Changes in operating assets and liabilities:
Merchandise inventories 853 5,202
Other current assets 34 742
Accounts payable 349 (811)
Accrued liabilities (35) 99
Liabilities subject to compromise (31) --
-------- --------
Net cash provided by (used in) operating activities (241) 931
INVESTING ACTIVITIES:
Additions to property and equipment (34) (134)
Cash received from sale of assets 88 --
Deposits and other assets (17) --
-------- --------
Net cash provided by (used in) investing activities 37 (134)
FINANCING ACTIVITIES:
Advances (repayments) under line of credit 157 (823)
-------- --------
Net cash provided by (used in) financing activities 157 (823)
-------- --------
Net decrease in cash (47) (26)
Cash at beginning of period 62 384
-------- --------
Cash at end of period $ 15 $ 358
======== ========
Cash paid during the period for interest $ 166 $ 297
</TABLE>
See accompanying notes.
4
<PAGE> 5
AMBER'S STORES, INC.
Notes to Consolidated Financial Statements
For the Three Months Ended April 28, 1996
(Unaudited)
Note A
The accompanying financial statements are unaudited and, in the opinion of
management, reflect all adjustments that are necessary for a fair presentation
of the financial position and results of operations for the three months ended
April 28, 1996. All of such adjustments are of a normal and recurring nature.
Because of the seasonal nature of the Company's business, the results of
operations for the three months ended April 28, 1996 are not indicative of the
results to be expected for the entire year. In addition, due to the Company's
filing under Chapter 11 of the U.S. Bankruptcy Code and uncertainty regarding
the Company's Plan of Reorganization, the results for the three months ended
April 28, 1996, may not be indicative of the results to be expected for the
entire year. See "Liquidity and Capital Resources."
Note B
Store merchandise inventories are valued at the lower of cost (determined by
the retail method) or market.
5
<PAGE> 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Amber's Stores, Inc. (the "Company") is a specialty retailer of arts and crafts
products and related merchandise used chiefly for craft and hobby projects,
home decorating and personalized gifts. The Company operates 14 retail stores,
with eight stores in Texas, three in Louisiana, two in Missouri, and one in
Mississippi. The Company operates three additional stores that it is in the
process of closing.
Primarily as a result of liquidity constraints and declining store sales, the
Company filed a Voluntary Petition for Relief under Chapter 11 of the Code on
September 8, 1995. Under the protection of Chapter 11, the Company is managing
its affairs and operating its business as a debtor-in-possession. As a
debtor-in-possession, the Company is authorized to operate its business, but
may not engage in transactions outside of the normal course of business without
approval of the Bankruptcy Court. See "Liquidity and Capital Resources."
On January 19, 1996, the Company filed an amended Plan of Reorganization (the
"Plan") consensual with the Committee of Unsecured Creditors. The Plan
contemplated that the existing security holders would receive, in exchange for
their existing shares and upon additional contributions of cash, all of the new
common stock of the reorganized Company. The Plan contemplated that if
sufficient additional cash was not contributed by existing shareholders, all of
the new common stock of the reorganized Company would be issued to the
unsecured creditors. The Company's Plan also contemplated an increase in the
current borrowing rate as a percentage of retail inventory. Following approval
of the Disclosure Statement, the Company solicited votes with respect to the
Plan, and the Plan was approved by the unsecured creditors and shareholders of
the Company. However, the confirmation hearing on the Plan was postponed by
the Bankruptcy Court pending a review of a proposal made by Old America Stores,
Inc. ("Old America") to acquire substantially all assets of the Company. Based
on an agreement read into the record of the U. S. Bankruptcy Court on May 16,
1996 ("the Old America Agreement"), Old America agreed to satisfy all secured
claims, administrative claims, including priority claims, post- petition
liabilities, and professional fees subject to a 10 percent reduction in the
billed amounts, and to provide a fund in the aggregate not to exceed $600,000
to pay allowed, unsecured claims five cents on the dollar. Under the Old
America Agreement, holders of the Company's outstanding common stock would have
received nothing for their interests in the Company. On June 6, 1996, Old
America informed the Company that it was withdrawing its proposal to acquire
Amber's.
Due to the delay in the confirmation hearing for the Company's Plan, the
Company did not receive its expected increase in borrowing rate from its
lender. As a result, certain of the Company's post-petition trade payables are
past due beyond agreed upon terms. The Company expects that the past due
status of its trade payables will continue to adversely impact store inventory
levels and future sales. As a result, the Company is now attempting to
identify the alternatives available to it, which may include the potential sale
of all or substantially all of its stores to other third parties or the
liquidation of the Company. Since the Company has no commitment for
post-confirmation financing, the Plan, as previously proposed, is not expected
to be confirmed. The Company does not expect that any alternatives which may
be available to it will result in any recovery to the shareholders. The
Company is also exploring any potential claims or causes of action it may have
against Old America based upon its failure to proceed with the Old America
Agreement. See "Liquidity and Capital Resources."
The consolidated financial statements have been prepared using accounting
principles applicable to a going concern, which assumes realization of assets
and settlement of liabilities in the normal course of business. The
appropriateness of using the going concern basis is dependent upon, among other
things, confirmation of a Plan of Reorganization, the ability to comply with
debtor-in-possession financing agreements, future profitable operations, and
the ability to generate sufficient cash from operations to meet obligations.
There can be no assurance that any Plan of Reorganization will be confirmed or
that the Company will not be liquidated. In addition, any final Plan of
Reorganization may require additional
6
<PAGE> 7
material adjustments to asset values and liabilities which could result from
asset disposals or liquidation of liabilities at amounts different than
presently reflected in the accompanying consolidated financial statements. See
"Liquidity and Capital Resources."
Results of Operations
The following table sets forth certain items in the consolidated statements of
operations expressed as a percentage of net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
--------------------------
April 28, April 30,
1996 1995
--------- ---------
<S> <C> <C>
Net sales 100.0% 100.0%
Cost of sales and occupancy expense 75.6 86.0
--------- ---------
Gross profit 24.4 14.0
Selling, general and administrative expense 52.7 46.9
--------- ---------
Operating loss (28.3) (32.9)
Interest expense, net (4.3) (2.8)
Other income 0.1 0.2
--------- ---------
Loss before reorganization items and income taxes (32.5) (35.5)
Reorganization items 0.3 0.0
--------- ---------
Loss before income taxes (32.8) (35.5)
Provision for income taxes 0.0 0.0
--------- ---------
Net loss (32.8)% (35.5)%
========= =========
</TABLE>
In the discussion below, all percentages given for expense items are calculated
as a percentage of net sales and represent percentage point increases or
decreases for the applicable period.
Three Months Ended April 28, 1996 Compared to Three Months Ended April 30, 1995
Net sales for the three months ended April 28, 1996, were $4,683,000 compared
to $12,763,000 for the three months ended April 30, 1995, a decrease of
$8,080,000, or 63.3%, due primarily to a reduction in the number of stores in
operation from 39 to 17 and a decrease in comparable stores. Three stores were
closed at the end of the first quarter of fiscal 1997 and an additional three
stores will be closed by the end of the second quarter. Sales for the 14
continuing stores accounted for $3,495,000 of the total sales for the first
quarter. Sales for comparable stores (non-closing stores open during the
entire three-month period of both fiscal years) decreased $1,399,000, or 28.6%.
The stores that closed or are in the process of closing accounted for the
remaining decrease in sales of $6,681,000. Management believes the decrease in
comparable store sales for the continuing stores was primarily attributable to
lower than desirable in-stock positions on everyday basic merchandise and a
decrease in promotional activity compared to the prior year. Due to the
Company's liquidity constraints, management expects continued decreases in
sales. See "Liquidity and Capital Resources."
Cost of sales and occupancy expense decreased 10.4% due to a 12.2% improvement
in gross margin achieved on merchandise sold, offset by a 1.8% increase in
occupancy costs. This increase in occupancy costs is attributable to lower
average sales per store spread over relatively fixed rental expenses.
Management believes the increase in gross margin on merchandise sold was due to
a purchasing focus on basic merchandise and a decrease in special promotions,
such as those done in the first quarter of the prior year to reduce excess
inventory.
Selling, general and administrative expense decreased to $2,469,000 (52.7% of
net sales) for the first quarter of fiscal 1997 from $5,994,000 (46.9% of net
sales) in fiscal 1996. The decrease of $3,525,000 was due primarily to a
decrease in the number of stores in operation, a reduction in corporate
overhead and the elimination of the Company's distribution center. Store
expenses for the 14 continuing stores, which decreased $37,000, increased from
30.7% to 41.9% of net sales, as a result of the decline in
7
<PAGE> 8
comparable store sales. The remaining reduction in store expenses of
$2,570,000 is due to the reduction in the number of stores. Corporate overhead
decreased $669,000 primarily due to a decrease of $250,000 in corporate
salaries resulting from a reduction in staffing and a decrease of $324,000 in
professional fees related primarily to management assistance provided last year
in the Company's revitalization efforts. Distribution center overhead
decreased $249,000 as the Company completed the closing of its distribution
center in July 1995. The Company is now outsourcing its distribution needs.
Selling, general and administrative expense increased as a percentage of net
sales due to the decline in comparable store sales. If comparable store sales
declines continue to be significant, selling, general and administrative
expense could continue to increase as a percentage of net sales.
Net interest expense decreased $157,000 in the first quarter of fiscal 1997,
compared to the prior year, due to a decrease in the use of the Company's
revolving credit facility.
The Company has recognized no tax benefit for the first quarter of fiscal 1997
due to full use of its net operating loss carryback potential.
Seasonality
The Company's business is seasonal, with its highest sales levels occurring in
its third and fourth fiscal quarters. This period, which includes the Fall,
Halloween, Thanksgiving and Christmas seasons, has accounted for an average of
approximately 60% of the Company's net store sales during the two fiscal years
prior to fiscal 1996. The first and second fiscal quarters have historically
generated lower than average net sales.
Liquidity and Capital Resources
The Company's current primary need for financing is to maintain inventory for
the Company's existing stores. The Company relies on borrowings from banks,
internally generated funds and credit made available by vendors to finance its
inventory. Cash used in operating activities for the first quarter amounted to
$241,000, due primarily to the Company's net loss, offset by a reduction in
inventory and an increase in trade payables.
Primarily as a result of liquidity constraints and declining store sales, the
Company filed a Voluntary Petition for Relief under Chapter 11 of the Code on
September 8, 1995. Under the protection of Chapter 11, the Company is managing
its affairs and operating its business as a debtor-in-possession. As a
debtor-in-possession, the Company is authorized to operate its business, but
may not engage in transactions outside of the normal course of business without
approval of the Bankruptcy Court.
On January 19, 1996, the Company filed an amended Plan of Reorganization (the
"Plan") consensual with the Committee of Unsecured Creditors. The Plan
contemplated that the existing security holders would receive, in exchange for
their existing shares and upon additional contributions of cash, all of the new
common stock of the reorganized Company. The Plan contemplated that if
sufficient additional cash was not contributed by existing shareholders, all of
the new common stock of the reorganized Company would be issued to the
unsecured creditors. The Company's Plan also contemplated an increase in the
current borrowing rate as a percentage of retail inventory. Following approval
of the Disclosure Statement, the Company solicited votes with respect to the
Plan, and the Plan was approved by the unsecured creditors and shareholders of
the Company. However, the confirmation hearing on the Plan was postponed by
the Bankruptcy Court pending a review of a proposal made by Old America Stores,
Inc. ("Old America") to acquire substantially all assets of the Company. Based
on an agreement read into the record of the U. S. Bankruptcy Court on May 16,
1996 ("the Old America Agreement"), Old America agreed to satisfy all secured
claims, administrative claims, including priority claims, post- petition
liabilities, and professional fees subject to a 10 percent reduction in the
billed amounts, and to provide a fund in the aggregate not to exceed $600,000
to pay allowed, unsecured claims five cents on
8
<PAGE> 9
the dollar. Under the Old America Agreement, holders of the Company's
outstanding common stock would have received nothing for their interests in the
Company. On June 6, 1996, Old America informed the Company that it was
withdrawing its proposal to acquire Amber's.
Due to the delay in the confirmation hearing for the Company's Plan, the
Company did not receive its expected increase in borrowing rate from Norwest
Bank, N.A. ("Norwest") under the revolving credit facility described below. As
a result, certain of the Company's post-petition trade payables are past due
beyond agreed upon terms. The Company expects that the past due status of its
trade payables will continue to adversely impact store inventory levels and
future sales. As a result, the Company is now attempting to identify the
alternatives available to it, which may include the potential sale of all or
substantially all of its stores to other third parties or the liquidation of
the Company. Since the Company has no commitment for post-confirmation
financing, the Plan, as previously proposed, is not expected to be confirmed.
The Company does not expect that any alternatives which may be available to it
will result in any recovery to the shareholders. The Company is also exploring
any potential claims or causes of action it may have against Old America based
upon its failure to proceed with the Old America Agreement.
The Company entered in to a three-year revolving credit facility effective
September 22, 1995, with Norwest providing for borrowings up to $10 million,
subject to certain borrowing base restrictions. The "debtor-in-possession"
financing arrangement was approved by the Bankruptcy Court and replaced the
Company's previous $15 million facility. The Norwest credit facility is
secured by a lien on substantially all assets of the Company. The facility is
used to provide working capital and to secure the bank in the issuance of
letters of credit requested by the Company. Advances bear interest on the
principal amount outstanding at a rate equal to the lender's prime rate plus
2.25%. The agreement requires the Company to pay a commitment fee on the
unborrowed amount at a rate of .5% per annum. Under the terms of the
agreement, the Company is required to comply with certain financial and
nonfinancial covenants, including a prohibition of the payment of dividends and
limitation on capital expenditures. The Norwest credit facility further
required that the Company consummate a Plan of Reorganization on or before June
1, 1996. Since the confirmation of the Plan was delayed, the Company is in
default on its agreement with Norwest and there can be no assurance that
Norwest will make any future fundings to the Company. As of June 11, 1996, the
Company had borrowings under the facility totaling $5,884,000. The Company's
Plan contemplated an increase in the current borrowing rate as a percentage of
retail inventory. The Plan is not confirmable without such an increase and
commitment from the bank for post- confirmation financing. Norwest has
indicated to the Company that it will not agree to increase the borrowing rate
and enter into a commitment for post-confirmation financing under the
previously proposed Plan. Accordingly, the Company does not, at this time,
believe that the Plan, as previously proposed, will be confirmed.
9
<PAGE> 10
AMBER'S STORES, INC.
FORM 10-Q
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
On September 8, 1995, the Company filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code with the United States
Bankruptcy Court, Northern District of Texas, Dallas Division (the "Bankruptcy
Court"). Under protection of Chapter 11, the Company is managing its affairs
and operating its business as a debtor-in- possession.
On January 19, 1996, the Company filed an amended Plan of Reorganization (the
"Plan") consensual with the Committee of Unsecured Creditors. The Plan
contemplated that the existing security holders would receive, in exchange for
their existing shares and upon additional contributions of cash, all of the new
common stock of the reorganized Company. The Plan contemplated that if
sufficient additional cash was not contributed by existing shareholders, all of
the new common stock of the reorganized Company would be issued to the
unsecured creditors. The Company's Plan also contemplated an increase in the
current borrowing rate as a percentage of retail inventory. Following approval
of the Disclosure Statement, the Company solicited votes with respect to the
Plan, and the Plan was approved by the unsecured creditors and shareholders of
the Company. However, the confirmation hearing on the Plan was postponed by
the Bankruptcy Court pending a review of a proposal made by Old America Stores,
Inc. ("Old America") to acquire substantially all assets of the Company. Based
on an agreement read into the record of the U. S. Bankruptcy Court on May 16,
1996 ("the Old America Agreement"), Old America agreed to satisfy all secured
claims, administrative claims, including priority claims, post- petition
liabilities, and professional fees subject to a 10 percent reduction in the
billed amounts, and to provide a fund in the aggregate not to exceed $600,000
to pay allowed, unsecured claims five cents on the dollar. Under the Old
America Agreement, holders of the Company's outstanding common stock would have
received nothing for their interests in the Company. On June 6, 1996, Old
America informed the Company that it was withdrawing its proposal to acquire
Amber's.
Due to the delay in the confirmation hearing for the Company's Plan, the
Company did not receive its expected increase in borrowing rate from its
lender. As a result, certain of the Company's post-petition trade payables are
past due beyond agreed upon terms. The Company expects that the past due
status of its trade payables will continue to adversely impact store inventory
levels and future sales. As a result, the Company is now attempting to
identify the alternatives available to it, which may include the potential sale
of all or substantially all of its stores to other third parties or the
liquidation of the Company. Since the Company has no commitment for
post-confirmation financing, the Plan, as previously proposed, is not expected
to be confirmed. The Company does not expect that any alternatives which may
be available to it will result in any recovery to the shareholders. The
Company is also exploring any potential claims or causes of action it may have
against Old America based upon its failure to proceed with the Old America
Agreement. See "Liquidity and Capital Resources."
In addition to the foregoing, the Company is a defendant from time to time in
routine lawsuits incidental to its business. Except for the proceeding
discussed above which are pending in the Bankruptcy Court, the Company believes
that none of such current proceedings, individually or in the aggregate, will
have a material adverse effect on the operations or financial position of the
Company.
10
<PAGE> 11
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this Quarterly Report on
Form 10-Q:
3.1 Restated Articles of Incorporation of the Registrant (1)
3.2 Restated Bylaws of the Registrant (1)
4.1 Specimen Common Stock Certificate (1)
27 Financial Data Schedule (2)
(1) Previously filed as an exhibit to the Registrant's Registration
Statement No. 33-48429 on Form S-1 and incorporated herein by
reference.
(2) Filed herewith.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period.
11
<PAGE> 12
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.
AMBER'S STORES, INC.
By: /s/ Neal W. Stevens
-------------------------------------
Neal W. Stevens
President and Chief Executive Officer
(Principal Executive Officer)
/s/ J. Lamar Roberts
-------------------------------------
J. Lamar Roberts
Vice President-Finance, Treasurer
and Chief Financial Officer
(Principal Financial Officer)
Dated: June 14, 1996
12
<PAGE> 13
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
3.1 Restated Articles of Incorporation of the Registrant (1)
3.2 Restated Bylaws of the Registrant (1)
4.1 Specimen Common Stock Certificate (1)
27 Financial Data Schedule (2)
- -------
(1) Previously filed as an exhibit to the Registrant's Registration Statement
No. 33-48429 on Form S-1 and incorporated herein by reference.
(2) Filed herewith.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-02-1997
<PERIOD-START> JAN-29-1996
<PERIOD-END> APR-28-1996
<CASH> 15
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 7,276
<CURRENT-ASSETS> 7,401
<PP&E> 2,970
<DEPRECIATION> 1,232
<TOTAL-ASSETS> 9,648
<CURRENT-LIABILITIES> 8,100
<BONDS> 0
<COMMON> 55
0
0
<OTHER-SE> (13,541)
<TOTAL-LIABILITY-AND-EQUITY> 9,648
<SALES> 4,683
<TOTAL-REVENUES> 4,683
<CGS> 3,542
<TOTAL-COSTS> 3,542
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 203
<INCOME-PRETAX> (1,535)
<INCOME-TAX> 0
<INCOME-CONTINUING> (1,535)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,535)
<EPS-PRIMARY> (0.28)
<EPS-DILUTED> (0.28)
</TABLE>
