<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-QSB
(Mark One)
( x ) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 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 Number 1-13852
CET Environmental Services, Inc.
(Exact name of small business issuer as specified in its charter)
California 33-0285964
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
14761 Bentley Circle, Tustin, CA
(Address of principal executive offices)
92780
(Zip Code)
Issuer's telephone number, including area code: (714) 505-1800
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.
Yes --X-- No -----
As of August 14, 1996, 5,066,537 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes ---- No --X--
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CET ENVIRONMENTAL SERVICES, INC.
CONDENSED BALANCE SHEETS
ASSETS
June 30, 1996 December 31, 1995
(unaudited) (unaudited)
------------- -----------------
CURRENT ASSETS:
Cash. . . . . . . . . . . . . . . . . . . . .$ 225,547 $ 476,655
Accounts receivable, less allowance for
doubtful accounts of $188,288 in 1996 and
$135,404 in 1995. . . . . . . . . . . . . . . 10,217,176 13,356,823
Contracts in process. . . . . . . . . . . . . 6,921,972 6,213,490
Prepaid expenses and other current assets . . 993,178 1,198,241
----------- -----------
Total Current Assets . . . . . . . . . . . 18,357,873 21,245,209
EQUIPMENT AND IMPROVEMENTS, NET . . . . . . . . 4,500,050 3,983,902
OTHER ASSETS. . . . . . . . . . . . . . . . . . 491,957 478,740
----------- -----------
$23,349,880 $25,707,851
----------- -----------
----------- -----------
The accompanying notes are an integral part of these statements.
-1-
<PAGE>
CET ENVIRONMENTAL SERVICES, INC.
CONDENSED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, 1996 December 31, 1995
(unaudited) (unaudited)
------------- -----------------
CURRENT LIABILITIES
Note payable-line of credit. . . . . . . . . $ 4,200,650 $ 2,424,836
Subordinated notes payable . . . . . . . . . 471,800 682,425
Accounts payable . . . . . . . . . . . . . . 3,930,411 7,857,824
Accrued expenses . . . . . . . . . . . . . . 1,571,788 2,103,015
Current portion of long-term debt and
capital lease obligations. . . . . . . . . . 650,730 535,751
----------- -----------
Total current liabilities . . . . . . . . 10,825,379 13,603,851
DEFERRED INCOME TAXES. . . . . . . . . . . . . 37,282 37,282
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS . 1,506,483 1,356,650
COMMITMENTS AND CONTINGENT LIABILITIES . . . . -- --
STOCKHOLDERS' EQUITY
Common stock (no par value) authorized
20,000,000 shares; issued and outstanding
5,066,537 shares in 1996 and 1995. . . . . . 6,165,977 6,165,977
Paid-in capital. . . . . . . . . . . . . . . 545,353 535,175
Retained earnings. . . . . . . . . . . . . . 4,269,406 4,008,916
----------- -----------
Total stockholders' equity. . . . . . . . 10,980,736 10,710,068
----------- -----------
$23,349,880 $25,707,851
----------- -----------
----------- -----------
The accompanying notes are an integral part of these statements.
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<PAGE>
CET ENVIRONMENTAL SERVICES, INC.
CONDENSED STATEMENTS OF INCOME
Three Months Ended June 30,
---------------------------
1996 1995
(unaudited) (unaudited)
----------- ----------
PROJECT REVENUE. . . . . . . . . . . . . . . . . . $14,468,821 $9,719,662
PROJECT COSTS
Direct. . . . . . . . . . . . . . . . . . . . 10,547,377 6,942,501
Indirect. . . . . . . . . . . . . . . . . . . 2,094,780 1,278,428
----------- ----------
12,642,157 8,220,929
----------- ----------
Gross profit . . . . . . . . . . . . . . 1,826,664 1,498,733
----------- ----------
OTHER OPERATING EXPENSES (INCOME)
Selling . . . . . . . . . . . . . . . . . . . 928,985 416,988
General and administrative. . . . . . . . . . 607,180 415,441
Amortization of excess of acquired net assets
in excess of cost . . . . . . . . . . . . . -- (92,028)
----------- ----------
1,536,165 740,401
----------- ----------
Operating income . . . . . . . . . . . . 290,499 758,332
----------- ----------
OTHER INCOME (EXPENSE), NET. . . . . . . . . . . . (236,768) (67,045)
Income before taxes on income. . . . . . . . . . 53,731 691,287
Taxes on income. . . . . . . . . . . . . . . . . 21,600 191,372
----------- ----------
NET INCOME . . . . . . . . . . . . . . . . . . . . $ 32,131 $ 499,915
----------- ----------
----------- ----------
Weighted average number of shares outstanding. . . 5,083,580 3,677,044
----------- ----------
----------- ----------
Net income per common share. . . . . . . . . . . . $ 0.01
-----------
-----------
PRO FORMA INFORMATION (NOTE 4)
Historical income before taxes on income . . . . . $ 691,287
Pro forma income taxes . . . . . . . . . . . . . . 239,714
----------
Pro forma net income . . . . . . . . . . . . . . . $ 451,573
----------
----------
Pro forma net income per common share. . . . . . . $ 0.12
----------
----------
The accompanying notes are an integral part of these statements.
-3-
<PAGE>
CET ENVIRONMENTAL SERVICES, INC.
CONDENSED STATEMENTS OF INCOME
Six Months Ended June 30,
-------------------------
1996 1995
(unaudited) (unaudited)
----------- -----------
PROJECT REVENUE. . . . . . . . . . . . . . . . . . $27,013,701 $16,385,191
PROJECT COSTS
Direct. . . . . . . . . . . . . . . . . . . . 19,472,366 11,604,959
Indirect. . . . . . . . . . . . . . . . . . . 3,667,325 2,054,401
----------- -----------
23,139,691 13,659,360
----------- -----------
Gross profit . . . . . . . . . . . . . . 3,874,010 2,725,831
----------- -----------
OTHER OPERATING EXPENSES (INCOME)
Selling . . . . . . . . . . . . . . . . . . . 1,740,921 776,128
General and administrative. . . . . . . . . . 1,396,943 747,772
Amortization of excess of acquired net assets
in excess of cost . . . . . . . . . . . . . -- (184,056)
----------- -----------
3,137,864 1,339,844
----------- -----------
Operating income . . . . . . . . . . . . 736,146 1,385,987
----------- -----------
OTHER INCOME (EXPENSE), NET. . . . . . . . . . . . (302,056) (119,490)
Income before taxes on income. . . . . . . . . . 434,090 1,266,497
Taxes on income. . . . . . . . . . . . . . . . . 173,600 200,000
----------- -----------
NET INCOME . . . . . . . . . . . . . . . . . . . . $ 260,490 $ 1,066,497
----------- -----------
----------- -----------
Weighted average number of shares outstanding. . . 5,083,225 3,677,044
----------- -----------
----------- -----------
Net income per common share. . . . . . . . . . . . $ 0.05
-----------
-----------
PRO FORMA INFORMATION (NOTE 4)
Historical income before taxes on income . . . . . $ 1,266,497
Pro forma income taxes . . . . . . . . . . . . . . 432,976
-----------
Pro forma net income . . . . . . . . . . . . . . . $ 833,521
-----------
-----------
Pro forma net income per common share. . . . . . . $ 0.23
-----------
-----------
The accompanying notes are an integral part of these statements.
-4-
<PAGE>
CET ENVIRONMENTAL SERVICES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended June 30,
-------------------------
1996 1995
(unaudited) (unaudited)
----------- -----------
INCREASE (DECREASE) IN CASH
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . $ 260,490 $ 1,066,497
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization. . . . . . . . . 615,767 204,205
Amortization of acquired net assets in
excess of cost . . . . . . . . . . . . . . . -- (184,056)
Provision for bad debts. . . . . . . . . . . . 71,200 51,907
Employee stock option plan . . . . . . . . . . 10,178 --
Changes in operating assets and liabilities:
Decrease (Increase) in accounts receivable . 3,068,447 (2,013,266)
Increase in contracts in process . . . . . . (708,482) (2,515,489)
Decrease (Increase) in prepaid expenses
and other assets . . . . . . . . . . . . . 177,055 (340,504)
(Decrease) Increase in accounts payable
and accrued expenses . . . . . . . . . . . (4,458,640) 2,838,132
----------- -----------
Net cash used in operating activities. . (963,985) (892,574)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment. . . . . . . . . . . . . . (798,952) (1,316,060)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of subordinated and
long-term debt . . . . . . . . . . . . . . . . -- 1,189,996
Payments on long-term debt and capital lease
obligations. . . . . . . . . . . . . . . . . . (53,360) (109,035)
Proceeds from issuance of notes to shareholders -- 357,865
Borrowings from related party trust fund . . . . -- 750,000
Payments on related party trust fund notes . . . -- (400,000)
Proceeds from credit line loan, net of payments 1,775,814 1,101,666
Payments on loans from shareholders. . . . . . . (210,625) --
Distributions paid . . . . . . . . . . . . . . . -- (927,102)
----------- -----------
Net cash provided by financing activities 1,511,829 1,963,390
----------- -----------
The accompanying notes are an integral part of these statements.
-5-
<PAGE>
CET ENVIRONMENTAL SERVICES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Continued)
Six Months Ended June 30,
-------------------------
1996 1995
(unaudited) (unaudited)
----------- -----------
DECREASE IN CASH . . . . . . . . . . . . . . . . . (251,108) (245,244)
Cash at the beginning of period. . . . . . . . . . 476,655 431,955
----------- -----------
Cash at end of period. . . . . . . . . . . . . . . $ 225,547 $ 186,711
----------- -----------
----------- -----------
Supplemental disclosures to cash flow information:
Cash paid during the period
Interest. . . . . . . . . . . . . . . . . . . $ 339,960 $ 123,260
----------- -----------
----------- -----------
Income taxes. . . . . . . . . . . . . . . . . $ 1,245,345 $ --
----------- -----------
----------- -----------
Capital lease and equipment financing obligations
incurred . . . . . . . . . . . . . . . . . . . . $ 318,172 $ 495,856
----------- -----------
----------- -----------
The accompanying notes are an integral part of these statements.
-6-
<PAGE>
CET ENVIRONMENTAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
June 30, 1996
(unaudited)
Note 1.
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for condensed interim
financial statements and with the instructions to Form 10-QSB and Item 310(b)
of Regulation S-B. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. Operating results for the six months ended
June 30, 1996 are not necessarily indicative of results that may be expected
for the year ending December 31, 1996.
Note 2.
The Company maintains a $6,000,000 line of credit with Union Bank which
replaced the previous banking relationship with Comerica Bank.
Note 3.
On July 20, 1995, the Company completed its initial public offering of
1,380,000 shares of common stock at $5.00 per share. The net proceeds to the
Company after sales commissions and other offering-related costs was
approximately $5.8 million.
Note 4.
The Pro Forma Statements of Income for the three-month and six-month periods
ended June 30, 1995 reflect the Company's operations as if it were a "C"
Corporation during these periods. The Company converted from an "S"
Corporation to a "C" Corporation on June 15, 1995.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
FINANCIAL CONDITION
As of June 30, 1996, the Company remained in a strong financial condition.
Although current assets decreased by $2,887,336 during the first six months of
1996, this decrease was mostly offset by a decrease in current liabilities of
$2,778,472. The decrease in current assets primarily resulted from a decrease
in accounts receivable of $3,139,647 which was due to collections of
receivables which were built up during the fourth quarter of 1995. The modest
increase in contracts in process of $708,482, which resulted from increasing
volumes of business, offset this decrease in accounts receivable. In
addition, prepaid expenses and other current assets decreased by $205,063
primarily due to the amortization of the prepaid insurance for policies which
had terms running through June 30, 1996.
The decrease in current liabilities discussed above was largely the result of
the decrease in accounts payable of $3,927,413 which corresponds with the
decrease in accounts receivable also noted above. The Company experienced
build ups of large volumes of work during the fourth quarter of 1995 which
resulted in the large balances of accounts receivable and payable at year end
1995. The decrease in current liabilities included an increase in the note
payable line of credit of $1,775,814 which proceeds were used to finance
current operations and equipment acquisitions.
RESULTS OF OPERATIONS
QUARTER ENDED JUNE 30, 1996 COMPARED TO QUARTER ENDED JUNE 30, 1995
Project revenue for the second quarter of 1996 was $14,468,821, an increase of
48.9% or $4,749,159 from $ 9,719,662 for the second quarter of 1995 due to
the growth of the commercial business in all office locations. The four
offices added in the Gulf Coast during the second quarter of 1995 contributed
only $369,981 or 3.8% of total project revenues to that quarter. In contrast,
these same four offices comprised $2,598,455 or 18.0% of total project
revenues for the second quarter of 1996. The composition of revenues also
changed between the second quarter of 1995 and the second quarter of 1996. In
the second quarter of 1995, 38.7% of total project revenue or $3,760,610 was
derived from one contract with the U.S. Environmental Protection Agency. In
the second quarter of 1996, the revenue from this contract was $2,720,687 or
18.8% of total project revenue.
Gross profit increased 21.9% between the second quarter of 1995 and the second
quarter of 1996 although the gross profit margin decreased from 15.4% to 12.6%
during the same period. The improvement in the gross profit reflects an
increase in commercial business which yields higher gross profit margins. The
Company's goal is to achieve an equal distribution of revenues from government
contracts and commercial contracts which should produce both a better
continuity of revenues and increased margin after direct costs. The decrease
in the gross profit margin resulted from increased direct and indirect project
costs. The increase in direct project costs of 51.9% or $3,604,876 closely
followed the 48.9% increase in project revenue. The 63.9% increase in
indirect project costs was primarily the result of increased payroll related
costs and depreciation and amortization. The increased payroll related costs
for second quarter of 1996 included a full quarter of activity for the Gulf
Coast offices, which were opened during the second quarter of 1995, and also
resulted from increased Company-wide staffing levels needed to meet the growth
-8-
<PAGE>
in project activity. The various equipment and improvements acquired during
the second quarter of 1995 were fully on the depreciation rolls during the
second quarter of 1996.
Net income was $32,131 for the second quarter of 1996, a decrease of 92.9%,
from $451,573 for the second quarter of 1995. This decrease resulted from
increases in selling expenses, general and administrative expenses, and
interest expense as discussed in the following paragraphs.
Selling expenses for the second quarter of 1996 increased by $511,997 or
122.8% from the second quarter of 1995 due to additional sales professionals
resulting from management's continued commitment to a formal sales/bid and
proposal staff. Selling expense was 6.4% of project revenues for the second
quarter of 1996 and was 4.3% of project revenue for the second quarter of
1995.
General and administrative expenses for the second quarter of 1996 increased
by $191,739 or 46.2% from the second quarter of 1995 primarily due to
increases in insurance, legal, accounting and data processing
software/maintenance costs. General and administrative expenses as a percent
of project revenues remained relatively constant at 4.2% for the second
quarter of 1996 and 4.3% for the second quarter of 1995.
Interest expense for the second quarter of 1996 increased $174,953 or 283.0%
from the second quarter of 1995. The increase is due primarily to borrowings
from the Company's line of credit and equipment loans.
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
Project revenue for the six months ended June 30, 1996 was $27,013,701, an
increase of 64.9% or $10,628,510 from $ 16,385,191 for the six months ended
June 30, 1995 due to the growth of the commercial business in all but one
office location. The four offices added in the Gulf Coast during the second
quarter of 1995 contributed only $369,981 or 3.8% of total project revenues to
the six months ended June 30, 1995. In contrast, these same four offices
comprised $6,411,995 or 23.7% of total project revenues for the six months
ended June 30, 1996. The composition of revenues also changed between the six
months ended June 30, 1995 and the six months ended June 30, 1996. During the
first six months of 1995, 36.6% of total project revenue or $6,004,693 was
derived from one contract with the U. S. Environmental Protection Agency
whereas during the same period of 1996, the revenue from this contract was
$4,699,221 or 17.4% of total project revenue.
Gross profit increased 42.1% or $1,148,179 between the six months ended June
30, 1995 and the six months ended June 30, 1996 although the gross profit
margin decreased from 16.6% to 14.3% during the same period. The improvement
in the gross profit reflects an increase in commercial business where the
Company is able to obtain higher gross profit margins. The Company's goal is
to achieve an equal distribution of revenues from government contracts and
commercial contracts which should produce both a better continuity of revenues
and increased margin after direct costs. The decrease in the gross profit
margin resulted from increased direct and indirect project costs. The
increase in direct project costs of 67.8% or $7,867,407 closely followed the
64.9% increase in project revenue. The 78.5% increase in indirect project
costs was primarily the result of increased payroll related costs and
depreciation and amortization. The increased payroll related costs for six
-9-
<PAGE>
months ended June 30, 1996 included a full period of activity for the Gulf
Coast offices, which were opened during the second quarter of 1995, and also
resulted from increased Company-wide staffing levels needed to meet the growth
in project activity. The various equipment and improvements acquired during
the six months ended June 30, 1995 were fully on the depreciation rolls during
the six months ended June 30, 1996.
Net income was $260,490 for the six months ended June 30, 1996, a decrease of
75.6%, from $1,066,497 for the six months ended June 30, 1995. This decrease
resulted from increases in selling expenses, general and administrative
expenses, and interest expense as discussed in the following paragraphs. In
addition, the first six months of 1996 did not include amortization of
acquired net assets in excess of cost as the costs had become fully amortized
by the end of November 1995. The first six months of 1995 included $184,056
of amortization which resulted in decreased expenses for the period.
Selling expenses for the six months ended June 30, 1996 increased by $964,793
or 124.3% from the six months ended June 30, 1995 due to additional sales
professionals resulting from management's continued commitment to a formal
sales/bid and proposal staff. Selling expense was 6.4% of project revenues
for the six months ended June 30, 1996 and was 4.7% of project revenue for the
six months ended June 30, 1995.
General and administrative expenses for the first six months of 1996 increased
by $649,171 or 86.8% from the first six months of 1995 primarily due to
increases in legal, accounting and data processing software/maintenance costs.
General and administrative expenses as a percent of project revenues showed a
modest increase to 5.2% for the six months ended June 30, 1996 and 4.6% for
the six months ended June 30, 1995.
Interest expense for the six months ended June 30, 1996 increased $178,820 or
145.1% from the six months ended June 30, 1995. The increase is due primarily
to borrowings from the Company's line of credit and equipment loans.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Company was in a strong financial condition with
working capital of $7,532,494 which remained relatively constant as compared
with working capital of $7,641,358 as of December 31, 1995.
A total amount of $210,625 of the remaining balance of $682,425 of the
subordinated notes payable outstanding at December 31, 1995 was paid off at
the March 1, 1996 maturity date. The remaining $471,800 was rolled over into
new notes due in one year with interest payable monthly at 10 percent.
In March 1996, the Company established a $6,000,000 revolving line of credit
with Union Bank which replaced the previous banking relationship with Comerica
Bank. The new line of credit, which has an expiration date of May 1, 1997,
provides more favorable accounts receivable flexibility and, coupled with the
increased borrowing capacity, is sufficient to satisfy the Company's immediate
working capital requirements. As of June 30, 1996, the Company had
outstanding borrowings of $4,200,650 under this line of credit. In addition,
the Company has a commitment from the bank under which it may borrow up to
$800,000 for the purchase of equipment. As of June 30, 1996, no amount had
yet been advanced under this commitment.
On February 9, 1996, the SEC declared effective a registration statement on
Form SB-2, which the Company had previously filed, to register 402,537 shares
-10-
<PAGE>
of common stock for sale by certain stockholders ("Selling Shareholders")
which shares have been "restricted securities" as defined in Rule 144 under
the Securities Act of 1933. None of the proceeds from the sale of the common
stock by the Selling Shareholders will be received by the Company.
Management believes that funds provided from operations and the short term
line of credit will be sufficient to fund the Company's immediate needs for
working capital. Management anticipates that capital expenditures in the
foreseeable future will be minimal and funded from working capital or the
Company's equipment line, and any leases will be short term.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial Data Schedule Filed herewith
electronically
(b) Reports on Form 8-K
None.
-11-
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CET ENVIRONMENTAL SERVICES, INC.
Dated: August 14, 1996 By:/s/ Steven H. Davis
Steven H. Davis, President
Dated: August 14, 1996 By:/s/ Keith J. Conti
Keith J. Conti, Chief Accounting
Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
condensed balance sheets and condensed statements of income found on pages 1
through 4 of the Company's Form 10-QSB for the year to date, and is qualified
in its entirety by reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 225,547
<SECURITIES> 0
<RECEIVABLES> 10,405,464
<ALLOWANCES> 188,288
<INVENTORY> 0
<CURRENT-ASSETS> 18,357,873
<PP&E> 4,500,050
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,349,880
<CURRENT-LIABILITIES> 10,825,379
<BONDS> 0
<COMMON> 6,165,977
0
0
<OTHER-SE> 4,814,759
<TOTAL-LIABILITY-AND-EQUITY> 23,349,880
<SALES> 27,013,701
<TOTAL-REVENUES> 27,013,701
<CGS> 23,139,691
<TOTAL-COSTS> 23,139,691
<OTHER-EXPENSES> 3,137,864
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 434,090
<INCOME-TAX> 173,600
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 260,490
<EPS-PRIMARY> .05
<EPS-DILUTED> 0
</TABLE>