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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
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(XX) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1999
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( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
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Commission file number 1-12130
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Great Pines Water Company, Inc.
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(Exact name of small business issuer as specified in its charter)
Texas 76-0203752
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
600 N. Shepherd, Suite #303 Houston, Texas 77007
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(Address of Principal executive offices) (Zip Code)
(Issuer's telephone Number) (713) 864-6688
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(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past
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. x YES NO
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange
Act after the distribution of securities under a plan confirmed by a court. ______ YES _____ NO
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
Class Outstanding as of March 31, 1999
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(Common stock, $.01 per value) 2,760,862 Shares
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PART I - FINANCIAL INFORMATION
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ITEM 1. FINANCIAL STATEMENTS
GREAT PINES WATER COMPANY, INC.
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
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March 31, December 31,
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1999 1998
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(Unaudited)
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Assets
Current assets:
Cash $ 1,031 $ 1,082
Accounts receivable - Trade (net) 666 627
Inventory 55 72
Prepaid expenses 19 19
Prepaid insurance 211 288
Other current assets 6 25
----------------------------------
Total current assets 1,988 2,113
Property and equipment, net 4,467 4,673
Other assets 38 38
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Total Assets $ 6,493 $ 6,824
==================================
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable, trade $ 289 $ 239
Customer deposits 888 934
Accrued liabilities and other current liabilities 281 293
Note payable 158 251
Capital lease obligations 0 10
Current maturities of long term debt 853 840
----------------------------------
Total current liabilities 2,469 2,567
Long term debt, net of current portion 1,517 1,740
Shareholders' equity:
Preferred stock, $1.00 par value; 1,000,000 shares authorized; 15,500 shares
outstanding at March 31, 1999 and 15,750 shares outstanding at December 31,
1998 (liquidation value of $100 per share) 16 16
Common Stock, $.01 par value; 10,000,000 shares authorized; 2,760,862 shares
and 2,627,304 shares outstanding at March 31, 1999 and December 31, 1998,
respectively 28 26
Additional paid-in capital 5,180 5,180
Accumulated deficit (2,717) (2,705)
----------------------------------
Total shareholders' equity 2,507 2,517
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Total Liabilities and Shareholders' Equity $ 6,493 $ 6,824
==================================
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The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
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Three Months Ended March 31,
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1999 1998
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(Unaudited) (Unaudited)
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Revenues:
Water $1,349 $1,233
Equipment rental 733 771
Other 35 39
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2,117 2,043
Cost and expenses:
Operating costs 377 385
Transportation costs 477 500
Depreciation and amortization 233 247
Commissions and other selling costs 291 325
General and administrative expenses 627 544
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2,005 2,001
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Gain/(Loss) from operations 112 42
Other expense (income):
Interest expense 65 102
Interest income (7) (1)
Other expense (income) (1) 0
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57 101
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Gain/(Loss) before income taxes 55 (59)
Income tax expense (benefit) 19 0
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Net Income (Loss) 36 (59)
Dividends on Preferred Stock 47 41
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Income (Loss) attributable to Common Stock $ (11) $ (100)
======================================
Income (Loss) per common share:
Basic $(0.00) $(0.04)
Diluted $0.01 $(0.04)
Number of common shares outstanding:
Basic 2,723 2,609
Diluted 2,996 2,609
</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
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<CAPTION>
Three Months Ended March 31,
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1999 1998
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(Unaudited) (Unaudited)
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Cash flows from operating activities:
Net income (loss) $ 36 $ (59)
Adjustments to reconcile net income (loss) to net cash provided
by (used in) operating activities:
Depreciation and amortization 233 247
Gain on disposition of assets (1) 0
Provision for lost coolers 0 4
Noncash charges 0 11
Affect of net changes in operating accounts:
Accounts receivable, net (39) 116
Inventory 17 (3)
Prepaid expenses 77 81
Other assets 19 (16)
Accounts payable 50 43
Customer deposits, accrued liabilities, and other current liabilities (58) (158)
----------------------------------
Net cash provided by operating activities 334 266
Cash flows from investing activities:
Additions to property and equipment (27) (26)
Proceeds from fixed asset retirements 1 0
----------------------------------
Net cash used in investing activities (26) (26)
Cash flows from financing activities:
Proceeds from note payable and long term debt 0 0
Payments on note payable and long term debt (303) (361)
Payments on capital lease obligations (10) (24)
Proceeds from issuance of Common Stock, net 1 1
Proceeds from issuance of Preferred Stock, net 0 98
Dividends on Preferred Stock (47) (41)
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Net cash used in financing activities (359) (327)
Decrease in cash and cash equivalents (51) (87)
Cash and cash equivalents, beginning of period 1,082 342
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Cash and cash equivalents, end of period $1,031 $ 255
==================================
Supplemental cash flow information:
Interest paid $ 66 $ 103
==================================
Equipment acquired in exchange for long-term debt $ 0 $ 0
==================================
Stock issued for services and settlements of lawsuits $ 0 $ 11
==================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
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GREAT PINES WATER COMPANY, INC.
NOTES TO THE FINANCIAL STATEMENTS
MARCH 31, 1999
Note A - Basis of Presentation
Great Pines Water Company, Inc. (the "Company") was incorporated in November
1986 and is engaged in the bottling, distributing and sale of bottled drinking,
purified, and spring water and rental of related dispensing equipment under the
"Texas Premium Waters" proprietary brand name.
The accompanying unaudited condensed financial statements have been prepared in
accordance with Generally Accepted Accounting Principles for interim financial
information and with the instructions to Form 10-QSB and rule 10-01 of
Regulation S-X. They do not include all information and notes required by
Generally Accepted Accounting Principles for complete financial statements. The
accompanying financial statements include all adjustments which in the opinion
of management are necessary in order to make the financial statements not be
misleading.
The accompanying condensed financial statements should be read in conjunction
with the Audited Financial Statements for the Year Ended December 31, 1998 and
the notes thereto contained in the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1998.
The results of operations for the three month period ended March 31, 1999, are
not necessarily indicative of the results to be expected for the full year.
NOTE B - INCOME TAXES
The income tax expense consists of alternative minimum taxes. The Company has
net operating loss carryforwards which offset substantially all of its federal
taxable income.
NOTE C - STOCK OPTION PLANS
The Company's Option Plan ("Option Plan") was adopted in 1993. An aggregate of
225,000 shares of common stock were reserved for issuance pursuant to the Option
Plan. The Option Plan is administered by the Board of Directors or a stock
option committee established by the Board of Directors (the "Plan
Administrator"). The Plan Administrator determines, subject to the provisions
of the Option Plan, the employees to whom options are granted and the number of
options to be granted. The Plan Administrator may grant (i) "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
and (ii) "non-qualified stock options" (options which do not meet the
requirements of Section 422). Incentive stock options granted under the Option
Plan must have an exercise price equal to at least the fair market value of the
common stock at the date the option is granted. Each option granted under the
Option Plan may have a term of up to ten years, except that incentive stock
options granted to a shareholder who, at the time of grant, owns more than 10%
of the voting stock of the Company may have a term of up to five years. The
exercise price of incentive stock options granted to shareholders possessing
more than 10% of the total combined voting power of all classes of stock of the
Company must be not less than 110% of the fair market value of the Company's
common stock on the date of grant. As of March 31, 1999, there are no
outstanding stock options to acquire shares of the Company's common stock and
31,750 options had been exercised.
The Company's Non-Employee Director Stock Option Plan ("Non-Employee Director
Plan") was also adopted in 1993. An aggregate of 25,000 shares of common stock
were reserved for issuance pursuant to the Non-Employee Director Plan. Options
to purchase 5,000 shares of common stock are automatically granted to each
person elected for the first time as director of the Company, who is not an
employee of the Company. An option to acquire an additional 1,000 shares is
automatically granted each year thereafter that such director is re-elected.
Options granted under the Non-Employee Director Plan will not qualify as
"incentive stock options" within the meaning of Section 422 of the Internal
Revenue Code of 1986. Options granted under the Non-Employee Director Plan
expire ten years after date of grant. As of March 31, 1999, there are no
outstanding stock options to acquire shares of the Company's common stock and no
options had been exercised.
The Company's Incentive Stock Plan ("Incentive Plan") was adopted in 1995. An
aggregate of 500,000 shares of common stock were reserved for issuance pursuant
to the Incentive Plan. The Incentive Plan is administered by the Board of
Directors. The Board of Directors determines, subject to the provisions of the
Incentive Plan, the employees to
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whom incentives are awarded. The Board of Directors may award (i) "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986, (ii) "non-qualified stock options" (options which do not meet the
requirements of Section 422), (iii) shares of "restricted stock", and (iv)
"stock bonuses". Subject to the terms of the Incentive Plan, the Board of
Directors will also determine the prices, expiration dates and other material
features of the incentive awards. As of March 31, 1999, stock options to acquire
35,867 shares of the Company's common stock are outstanding under the Incentive
Plan at exercise prices of $6.00 to $7.375 per share. The options are
exercisable beginning September 10, 1997 through March 10, 2007. As of March 31,
1999, 30,867 options are exercisable and 4,166 options had been exercised.
NOTE D - SHAREHOLDERS' EQUITY
In January 1999, the Company issued 600 shares of common stock to an employee
under the Company's 1993 Stock Option Plan for exercised vested options.
In February 1999, the Company issued 6,000 shares of common stock to holders of
250 shares of Series A Preferred Stock for the exercise of their conversion
options.
During the three month period ended March 31, 1999, the Company issued 126,958
shares of common stock to former stock option holders under the Company's 1995
Incentive Stock Plan as remuneration for canceling outstanding stock options.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed financial
statements.
GENERAL
The Company's revenues consist of sales of the Company's bottled water products,
rental of water dispensers and sales of cups and other miscellaneous items. The
Company anticipates that its customer base and revenues will expand as sales of
bottled water increase and the Company continues to penetrate the Houston and
Dallas/Fort Worth bottled water markets. Some of the factors that the Company
believes may affect the rate of increase in bottled water sales include the
public perception of the quality of municipal supplies and general health
concerns.
Commissions and other selling costs comprise the largest controllable component
of expenses. Selling expenses consist primarily of commissions paid to the
sales force and telemarketing expenses. Commissions paid are expensed as they
are incurred. Commissions represent a higher percentage of total expenses
during periods when the Company is adding accounts at an accelerated rate when
compared to other expenses, which are not as variable.
Transportation expenses include lease expense, fuel, insurance, and repair and
maintenance expenses associated with the Company's delivery trucks and vans.
Depreciation and amortization and operating expenses consist of depreciation of
the Company's delivery trucks and vans, water dispensers and bottles and the
bottling plants.
General and administrative expenses include centralized administration and
support costs.
RESULTS OF OPERATIONS
Three Months Ended March 31, 1999 and 1998
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Revenues for the three month period ended March 31, 1999 (the "First Quarter of
1999") increased 4% to $2,117,000 from $2,043,000 for the three month period
ended March 31, 1998 (the "First Quarter of 1998"). The increase was primarily
the result of increased consumption and price increases.
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Operating costs decreased 1%, as a percentage of sales, to 18% or $377,000 in
the First Quarter of 1999 from 19% or $385,000 in the First Quarter of 1998.
This is primarily due to a decrease in plant employee wages.
Transportation costs decreased 1%, as a percentage of sales, to 23% or $477,000
in the First Quarter of 1999 from 24% or $500,000 in the First Quarter of 1998.
This is primarily due to increased sales prices and bottles delivered without a
corresponding increase in expenses, resulting in improved utilization of the
truck fleet.
Depreciation and amortization costs decreased, as a percentage of sales, to 11%
or $233,000 in the First Quarter of 1999 from 12% or $247,000 in the First
Quarter of 1998. The decrease is primarily due to an increase in sales and by
certain fixed assets of the Company becoming fully depreciated for book purposes
during 1998.
Commissions and other selling costs decreased, as a percentage of sales, to 11%
or $291,000 in the First Quarter of 1999 from 16% or $325,000 in the First
Quarter of 1998. The decrease is primarily due to a reduction of telemarketing
expenses, partially offset by an increase in outside sales expenses.
General and administrative expenses increased, as a percentage of sales, to 30%
or $627,000 in the First Quarter of 1999 from 27% or $544,000 in the First
Quarter of 1998. This is primarily due to an increase in professional fees.
Interest expense decreased, as a percentage of sales, to 3% or $65,000 in the
First Quarter of 1999 from 5% or $102,000 in the First Quarter of 1998. This is
primarily due to reductions in the average outstanding balance of long term
debt.
The Company reported income after income taxes of $55,000 in the First Quarter
of 1999 compared to a loss after taxes of $59,000 in the First Quarter of 1998.
Increased revenues, operating efficiencies and a reduction in commissions and
other selling costs contributed to the improved results.
LIQUIDITY AND CAPITAL RESOURCES
The Company has typically financed operations from a combination of vendor
financing, bank loans and leases, placement of securities and cash generated
from operations. The Company acquires water coolers and cooler equipment
through vendor financing. The Company leases water processing and bottling
plants and various trucks from financial institutions under capital lease
arrangements. Additional trucks and equipment are obtained under operating
leases.
Net cash provided by operating activities for the three month period ended March
31, 1999 and the three month period ended March 31, 1998 was $334,000 and
$266,000 respectively. The increase is primarily due to increased net income.
During the three month period ended March 31, 1999, the Company made capital
expenditures of $27,000 for plant equipment, water bottles and truck
improvements, all of which were paid for with cash.
As of March 31, 1999, the Company's long-term debt amounted to $1,000 in bank
debt and $2,369,000 in vendor financing.
IMPACT OF THE YEAR 2000
The Year 2000 ("Y2K") issue is the result of computer programs having been
written using two digits rather than four to define the applicable year.
Computer equipment, software and other devices with imbedded technology that are
time-sensitive, such as computer systems, related software and telephone systems
may recognize a date using "00" as the year 1900 rather than the year 2000.
This could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
data, and may materially impact its financial condition.
The Company has undertaken various initiatives to ensure that it is prepared for
the Y2K issue. The Company is in the process of assessing its state of
readiness. Presently, the Company is reviewing its equipment, computer systems
and related software to identify systems which may exhibit Y2K issues. This
review is being performed by internal staff from various disciplines within the
Company. These personnel are currently evaluating the Company's Y2K issues,
and, if necessary, developing remediation plans. As a part of this review the
Company will determine the known risks related to the consequences of a failure
to correct any Y2K deficiencies. The Company is presently not
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aware of any Y2K issues that have been encountered by any third party, which
could materially affect the Company's operations.
If necessary, during 1999, the Company will develop a contingency plan to
address potential Y2K issues. This contingency plan will likely address
problems that the Company identifies during the course of its remediation
efforts and reasonably foreseeable problems that may arise as a result of Y2K,
including, but not limited to computer hardware and software. The contingency
plan will be continually refined as additional information becomes available.
However, it is unlikely that any contingency plan can fully address all events
that may arise.
The Company estimates that the costs associated with the Y2K issue will not be
material, and as such will not have a significant impact on the Company's
financial position or operating results. However, the failure to discover or
correct a material Y2K problem could result in an interruption in the Company's
normal business activities or operations. Such failure could materially and
adversely affect the Company's results of operation, liquidity and financial
condition.
PART II - OTHER INFORMATION
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ITEM 1. LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. Management believes, based on discussions with
its legal counsel that the outcome of these legal actions will not have a
material adverse effect upon the financial position and results of operations of
the Company.
The Company filed suit against Liqui-Box Corporation ("Liqui-Box") on July 18,
1994 in the United States District Court for the Southern District of Texas. In
the lawsuit , the Company alleges that Liqui-Box sold a defective water system,
which, in turn, the Company leased to its bottled water customers. The Company
sought monetary damages, including lost customers, the cost of replacing
defective equipment, treble damages under the Texas Deceptive Trade Practices
Act, and attorney's fees. During February 1997, the case went to trial and a
jury verdict was reached. Damages of approximately $2.3 million were awarded to
the Company. The verdict is currently being appealed and there can be no
assurance that the Company will recover damages in this, or any amount. Through
March 31, 1999, the Company has not recorded any amounts in the financial
statements related to these damages. Liqui-Box Corporation is publicly traded
under the ticker symbol LIQB.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description of Exhibit
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3.1 Amended and Restated Articles of Incorporation. Exhibit 3.1 to the
Company's Registration Statement on Form SB-2 (No. 33-63022-FW) that was
initially filed on May 19, 1993 (the "Registration Statement") is
incorporated herein by reference.
3.2 Restated Bylaws. Exhibit 3.2 to the Registration Statement is incorporated
herein by reference.
3.3 Certificate of Designation, Preferences, Rights and Limitations of Series A
Preferred Stock, $1.00 Par Value of Great Pines Water Company, Inc.
Exhibit 3.3 to the Company's quarterly report on Form 10-QSB for the
quarterly period ended September 30, 1996 is incorporated herein by
reference.
3.4 Certificate of Designation, Preferences, Rights and Limitations of Series B
Preferred Stock, $1.00 Par Value of Great Pines Water Company, Inc.
Exhibit 3.4 to the Company's quarterly report on Form 10-QSB for the
quarterly period ended September 30, 1997 is incorporated herein by
reference.
3.5 Certificate of Designation, Preferences, Rights and Limitations of Series C
Preferred Stock, $1.00 Par Value of Great Pines Water Company, Inc.
Exhibit 3.5 to the Company's annual report on Form 10-KSB for the fiscal
year ended December 31, 1997 is incorporated herein by reference.
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4.1 Specimen stock certificate evidencing shares of Common Stock. Exhibit
4.1 to the Registration Statement is incorporated herein by reference.
9.1 Joshua Slocum Hammond Trust Agreement, dated May 11, 1993. Exhibit 9.1
to the Registration Statement is incorporated herein by reference.
10.1 Loan Agreement, dated November 1, 1988, by and between Great Pines
Water Company, Inc. and Bank One Texas, National Association, as amended.
Exhibit 10.1 to the Registration Statement is incorporated herein by
reference.
10.2 Authorization and Loan Agreement with the United States Small
Business Administration. Exhibit 10.2 to the Registration Statement is
incorporated herein by reference.
10.3 Lease Agreement, dated April 1, 1990, with DBH Investment Partners No.
3, as amended. Exhibit 10.3 to the Registration Statement is
incorporated herein by reference.
10.4 1993 Stock Option Plan of Great Pines Water Company, Inc. Exhibit 10.4
to the Registration Statement is incorporated herein by reference.
10.5 1993 Non-Employee Director Stock Option Plan of Great Pines Water
Company, Inc. Exhibit 10.5 to the Registration Statement is incorporated
herein by reference.
10.6 Form of Loan Agreement by and between Great Pines Water Company, Inc.
and Dependable Acceptance Company for the purchase of equipment. Exhibit
10.6 to the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1994 is incorporated herein by reference.
10.7 Amendment dated December 31, 1994 to Loan Agreement, dated November
1, 1988 by and between Great Pines Water Company, Inc. and Bank One
Texas, N.A. Exhibit 10.7 to the Company's annual report on Form 10-KSB
for the fiscal year ended December 31, 1994 is incorporated herein by
reference.
10.8 1995 Incentive Stock Plan of Great Pines Water Company, Inc.
Exhibit 10.8 to the Company's quarterly report on Form 10-QSB for the
quarterly period ended September 30,1995 is incorporated herein by
reference.
10.9 Convertible Debenture, dated April 21, 1995, together with Form of
Convertible Note, by and between Great Pines Water Company, Inc. and EBAC
Systems Inc. Exhibit 10.9 to the Company's quarterly report on Form
10-QSB for the quarterly period ended September 30, 1995 is incorporated
herein by reference.
10.10 Promissory Note dated October 13, 1995 between Great Pines Water
Company, Inc. and Metrobank, N.A. for the assumption of equipment loans
previously with Bank One Texas, N.A. Exhibit 10.10 to the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 1995
is incorporated herein by reference.
10.11 Assignment dated March 21, 1996 of the SBA loan dated October 19,
1991 to Sunbelt National Bank, N.A. from Bank One Texas, N.A. Exhibit
10.11 to the Company's annual report on Form 10-KSB for the fiscal year
ended December 31, 1995 is incorporated herein by reference.
10.12 Amendment dated March 22, 1996 to the loan agreement, dated
November 1, 1988 by and between Great Pines Water Company, Inc. and Bank
One Texas, N.A. Exhibit 10.12 to the Company's annual report on Form 10-
KSB for the fiscal year ended December 31, 1995 is incorporated herein by
reference.
10.13 Amendment to the Lease Agreement dated April, 1 1990, with DBH
Investment Partners No. 3. Exhibit 10.13 to the Company's annual report
on Form 10-KSB for the fiscal year ended December 31, 1995 is
incorporated herein by reference.
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10.14 Promissory Note dated June 12, 1996 between the Great Pines Water
Company, Inc. and Sunbelt National Bank for the purchase of plant
equipment. Exhibit 10.14 to the Company's quarterly report on Form 10-QSB
for the quarterly period ended June 30, 1996 is incorporated herein by
reference.
27.1 Financial Data Schedule. Exhibit 27.1 is filed herein.
99.1 Press Release dated July 28, 1998. Exhibit 99.1 to the Company's report
on Form 8-K dated July 28, 1998 is incorporated herein by reference.
99.2 Press Release dated April 1, 1999. Exhibit 99.1 to the Company's report
on Form 8-K dated April 1, 1999 is incorporated herein by reference.
(b) Reports on Form 8-K:
The Company filed no reports on Form 8-K during the quarter ended March 31,
1999. The Company filed a report on Form 8-K dated April 1, 1999 and a report
on Form 8-K/A-1 on April 14, 1999.
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.
Great Pines Water Company, Inc.
Date: May 12, 1999 By: Kevin F. Vigneaux
------------ --------------------------------------
Kevin F. Vigneaux
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 1,031
<SECURITIES> 0
<RECEIVABLES> 731
<ALLOWANCES> (65)
<INVENTORY> 55
<CURRENT-ASSETS> 1,988
<PP&E> 10,400
<DEPRECIATION> (5,933)
<TOTAL-ASSETS> 6,493
<CURRENT-LIABILITIES> 2,469
<BONDS> 1,517
0
16
<COMMON> 28
<OTHER-SE> 2,463
<TOTAL-LIABILITY-AND-EQUITY> 6,493
<SALES> 2,117
<TOTAL-REVENUES> 2,117
<CGS> 0
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<OTHER-EXPENSES> (1)
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<INCOME-TAX> 19
<INCOME-CONTINUING> (11)
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<NET-INCOME> (11)
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<EPS-DILUTED> 0.01
</TABLE>
