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 December 31, 1997
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Transition Period From __________ To __________
Commission File Number 1-6802
Liberte Investors Inc.
(Exact name of Registrant as specified in its Charter)
Delaware 75-1328153
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
200 Crescent Court, Suite 1365
Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 871-5935
(Former name, former address, and former fiscal year,
if changed since last report)
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 ___
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
YES _X_* NO ___
* The registrant's confirmed plan of reorganization under Chapter 11 of the
Bankruptcy code did not provide for the distribution of securities.
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of registrant's common stock, $.01 par value,
as of the close of business on February 10, 1998: 20,256,097 shares.
1
<PAGE>
LIBERTE INVESTORS INC.
FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 1997
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Statements of Financial Condition
December 31, 1997 and June 30, 1997........................ 3
Consolidated Statements of Operations
Six Months Ended December 31, 1997 and 1996................ 4
Consolidated Statements of Operations
Three Months Ended December 31, 1997 and 1996.............. 5
Consolidated Statements of Cash Flows
Six Months Ended December 31, 1997 and 1996................ 6
Notes to Consolidated Financial Statements.................. 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................... 9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings............................................ 13
Item 2. Changes in Securities and Use of Proceeds.................... 13
Item 3. Defaults upon Senior Securities.............................. 13
Item 4. Submission of Matters to a Vote of Security Holders.......... 13
Item 5. Other Information............................................ 14
Item 6. Exhibits and Reports on Form 8-K............................. 14
2
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LIBERTE INVESTORS INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
December 31, June 30,
1997 1997
------------- -------------
Assets
Unrestricted cash $ 53,617,799 $ 52,474,290
Restricted cash and cash equivalents 62,830 61,237
------------- -------------
Total cash and cash equivalents 53,680,629 52,535,527
Foreclosed real estate held for sale 3,435,621 3,435,621
Notes receivable, net 445 1,693
Accrued interest and other receivables 5,075 4,507
Other assets 414,822 467,876
------------- -------------
Total assets $ 57,536,592 $ 56,445,224
============= =============
Liabilities and Stockholders' Equity
Liabilities-accrued and other liabilities $ 340,555 $ 239,545
Stockholders' Equity
Common stock, $.01 par value,
50,000,000 shares authorized,
20,256,097 shares issued and outstanding 202,561 202,561
Additional paid-in capital 309,392,399 309,392,399
Accumulated deficit (252,398,923) (253,389,281)
------------- -------------
Total stockholders' equity 57,196,037 56,205,679
------------- -------------
Commitments and contingencies
Total liabilities and stockholders' equity $ 57,536,592 $ 56,445,224
============= =============
See notes to consolidated financial statements.
3
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LIBERTE INVESTORS INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Six Months Ended
December 31,
1997 1996
----------- -----------
Income
Interest-bearing deposits in banks $ 1,364,077 $ 1,089,722
Interest income on notes receivable 41 69,739
Gains on sales of foreclosed real estate -- 11,310
Other 29,139 19,896
----------- -----------
Total income 1,393,257 1,190,667
----------- -----------
Expenses
Insurance 78,902 159,739
Compensation and employee benefits 37,333 88,808
Legal, audit and advisory fees 36,734 65,158
Franchise taxes 28,757 --
Foreclosed real estate operations 72,994 125,209
General and administrative 148,179 137,637
----------- -----------
Total expenses 402,899 576,551
----------- -----------
Net Income $ 990,358 $ 614,116
=========== ===========
Net income per share of common stock $ 0.05 $ 0.03
=========== ===========
Weighted average number of shares of
common stock 20,256,097 18,230,487
=========== ===========
See notes to consolidated financial statements.
4
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LIBERTE INVESTORS INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
December 31,
---------------------------
1997 1996
----------- -----------
Income
Interest-bearing deposits in banks $ 687,569 $ 609,203
Interest income on notes receivable 10 30,240
Gains on sales of foreclosed real estate -- 11,310
Other 7,125 7,225
----------- -----------
Total income 694,704 657,978
----------- -----------
Expenses
Insurance 39,259 79,550
Compensation and employee benefits 26,027 22,517
Legal, audit and advisory fees 12,346 12,406
Franchise taxes 15,076 --
Foreclosed real estate operations 17,367 90,538
General and administrative 79,792 94,809
----------- -----------
Total expenses 189,867 299,820
----------- -----------
Net Income $ 504,837 $ 358,158
=========== ===========
Net income per share of common stock $ 0.02 $ 0.02
=========== ===========
Weighted average number of shares of
common stock 20,256,097 20,256,097
=========== ===========
See notes to consolidated financial statements.
5
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LIBERTE INVESTORS INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
December 31,
----------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 990,358 $ 614,116
Adjustments to reconcile net income
to net cash provided by operating activities:
Amortization of discount on notes receivable (93) (8,948)
(Increase) decrease in accrued interest receivable (568) 54,713
Decrease in other assets 67,686 280,311
Increase (decrease) in accrued and other liabilities 101,010 (168,661)
Gains from sales of foreclosed real estate -- (11,310)
------------ ------------
Net cash provided by operating activities 1,158,393 760,221
------------ ------------
Cash flows from investing activities:
Collections of notes receivable 1,341 621,549
Proceeds from sales of foreclosed real estate -- 51,479
Additions to fixed assets (14,632) --
Increase in restricted cash investments (1,593) (1,382)
------------ ------------
Net cash (used in)/provided by investing activities (14,884) 671,646
------------ ------------
Cash flows from financing activities:
Issuance of common stock -- 23,091,951
Stock issuance costs -- (628,123)
------------ ------------
Net cash provided by financing activities -- 22,463,828
------------ ------------
Net increase in unrestricted cash and cash equivalents 1,143,509 23,895,695
Unrestricted cash at beginning of period 52,474,290 27,245,594
------------ ------------
Unrestricted cash at end of period $ 53,617,799 $ 51,141,289
============ ============
</TABLE>
See notes to consolidated financial statements.
6
<PAGE>
LIBERTE INVESTORS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997
(Unaudited)
Note A - Organization
Liberte Investors Inc., a Delaware corporation (the "Company"), was organized in
April of 1996 in order to effect the reorganization of Liberte Investors, a
Massachusetts business trust (the "Trust"). At a special meeting of the
shareholders of the Trust held on August 15, 1996, (the "Special Meeting"), the
Trust's shareholders approved a plan of reorganization whereby the Trust
contributed its assets to the Company and received all of the Company's
outstanding common stock, par value $.01 per share ("Shares" or "Common Stock").
The Trust then distributed to its shareholders in redemption of all outstanding
shares of beneficial interest in the Trust (the "Beneficial Shares") the Shares
of the Company. The Company assumed all of the Trust's assets and outstanding
liabilities and obligations. Thereafter, the Trust was terminated.
Unless otherwise indicated, the information contained in the Form 10-Q which
relates to periods prior to August 16, 1996 is information relating to the
Trust, and information relating to periods on and after August 16, 1996 is
information relating to the Company.
Note B - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and Article 10 of
Regulation S-X and therefore do not include all of the information and footnotes
necessary for a fair presentation of financial condition, results of operations,
and cash flows in conformity with generally accepted accounting principles. In
the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the six months ended December 31, 1997, are not
necessarily indicative of the results that may be expected for the fiscal year
ending June 30, 1998.
The accompanying financial statements include the accounts of the Company and
LNC Holdings, Inc., a wholly-owned subsidiary whose sole asset is approximately
40 acres of land located in Arlington, Texas. All intercompany balances and
transactions have been eliminated.
Note C - Foreclosed Real Estate Held For Sale
At December 31, 1997, the Company held foreclosed real estate for sale in the
form of single-family lots and land. The December 31, 1997 carrying amount of
these assets was $3,435,621. The foreclosed real estate for sale consists of 55
single-family lots in Fontana, California, land totaling approximately 603 acres
in San Antonio, Texas, and approximately 40 acres in Arlington, Texas.
Note D - Commitments and Contingencies
The Company's wholly-owned subsidiary, LNC Holdings Inc., owns approximately 40
acres of land located in Arlington, Texas which is encumbered by property tax
liens totaling $975,000 including penalties and interest. There is no carrying
value of the property due to the encumbrances.
7
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On April 16, 1997, LNC Holdings Inc. received a notice of final judgment from
the City of Arlington with regard to the delinquent taxes. On May 27, 1997, LNC
Holdings Inc. notified the City of Arlington that it would execute a deed
without warranty to allow the taxing units to obtain title to the property. No
response has yet been received. LNC Holdings Inc. has accrued property taxes for
calendar year 1997 and 1996 totaling $79,000. Management believes that
resolution of the delinquent tax issue with the taxing authorities will not
result in a material adverse impact on the consolidated financial statements.
Cash and cash equivalents at December 31, 1997, included restricted cash of
approximately $63,000 for claims due to bankruptcy. On June 30, 1997, the court
issued an Administrative Closing Order and Final Decree with regard to the
bankruptcy case. The claims remaining represent unclaimed dividend checks dated
May 20, 1994. Any check not claimed will be voided after five years.
The Company is involved in routine litigation incidental to its business, which,
in the opinion of management, will not result in a material adverse impact on
the Company's consolidated financial condition, results of operations, or cash
flows.
Note E - Federal Income Taxes
Although the Company had taxable income for the six months ended December 31,
1997 and 1996, no tax liability has been recognized due to a reduction in the
valuation allowance related to its net operating loss carryforwards. Based on
current business activity, management believes it is more likely that not that
the Company will not realize the benefits of the loss carryforwards. Therefore,
a full valuation allowance has been established. In the event the Company
expands its business operations through an acquisition, the ability to use the
loss carryforwards may change.
Note F - Reclassifications
Certain 1996 amounts have been reclassified to conform with 1997
classifications.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
General
The fiscal year ended June 30, 1997 was a transition year for Liberte Investors
Inc. With the reorganization of the Trust into the Company, the additional cash
provided by the issuance of stock to Hunter's Glen/Ford, Ltd., a Texas limited
partnership, and the associated changes in management, the Company believes it
is prepared to seek and acquire a viable operating company that will generate
increased value per share to existing stockholders and provide a new focus and
direction for the Company. Although substantial efforts have been made to
identify quality acquisitions in fiscal 1998, the Company has not yet entered
into any definitive acquisition agreements.
Six Months Ended December 31, 1997 versus Six Months Ended December 31, 1996
Net income for the six months ended December 31, 1997 was $990,000 compared to
net income of $614,000 for the same period in 1996. The change in operating
results for the six months was due to the various factors discussed below.
Interest income related to interest-bearing deposits in banks increased to
$1,364,000 for the six months ended December 31, 1997 from $1,090,000 for the
same period in 1996. This increase is due to growth in the unrestricted cash
balance available for interest-bearing deposits. Unrestricted cash increased by
$23.1 million due to the sale of newly-issued shares of common stock on August
16, 1996, thereby increasing the cash balance available to invest in
interest-bearing deposits. This increase in unrestricted cash resulted in a
higher average daily balance of interest-bearing deposits during the six months
ended December 31, 1997 versus the six months ended December 31, 1996.
Unrestricted cash increased from $51.1 million at December 31, 1996 to $53.6
million at December 31, 1997 primarily due to collections on the notes
receivable of $719,000 and interest earned on the unrestricted cash accounts.
Notes receivable interest income decreased to $41 for the six months ended
December 31, 1997 from $70,000 for the same period in 1996 as a result of a
lower outstanding balance of notes receivable. The notes receivable balance
decreased to $445 at December 31, 1997 from $719,000 at December 31, 1996 due to
the pay off of a $719,000 note receivable.
There were no gains on sales of foreclosed real estate during the six months
ended December 31, 1997 as compared to $11,000 for the same period in 1996. The
gains on sales of real estate represents proceeds received from the sale of
foreclosed real estate in excess of its carrying value. The gain recognized
during the six months ended December 31, 1996 resulted from the sale of
single-family lots in San Antonio, Texas.
Other income increased to $29,000 for the six months ended December 31, 1997
from $20,000 for the same period in 1996. Other income for the six months ended
December 31, 1997 and for the six months ended December 31, 1996 consisted
primarily of dividends on Resurgence Properties, Inc. preferred stock.
Insurance expense decreased to $79,000 for the six months ended December 31,
1997, as compared to $160,000 for the same period in 1996. The decrease is
primarily due to decreased premiums related to Directors' and Officers'
insurance.
Compensation and employee benefits expense decreased by $52,000 from $89,000
during the six months ended December 31, 1996 to $37,000 for the same period in
1997. The decrease is due to a decrease in the number of employees from six to
two.
9
<PAGE>
Legal, audit and advisory fees were $37,000 for the six months ended December
31, 1997, a decrease of $28,000 from the same period in 1996. Prior period
activity included additional legal expenses related to the collection of
deficiency notes that had been previously written-off.
Franchise tax expense for the six months ended December 31, 1997 represents
Delaware, California, and Texas franchise taxes due as a result of the
reorganization of the Trust into the Company. No amount was accrued for such
expense during the six months ended December 31, 1996.
Foreclosed real estate operations expense decreased from $125,000 for the six
months ended December 31, 1996 to $73,000 for the same period in 1997. The
decrease is due to a special accrual done during the six months ended December
31, 1996 to record 1996 property taxes relating to the 40 acres of land located
in Arlington, Texas held by LNC Holdings, Inc., and a reduction in property tax
expense for the period ended December 31, 1997 due to property tax refunds
resulting from reduced appraised values for 1995 and 1996 property values of
land owned in San Antonio, Texas.
General and administrative expense increased by $10,000 from $138,000 during the
six months ended December 31, 1996 to $148,000 for the same period in 1997. The
increase is attributed to an increase in director's fees and rent expense and a
decrease in shareholder relations expense for the six months ended December 31,
1997. Director fees increased due to an increase in the number of directors of
the Company, and rent expense increased when the Company relocated into new
office space in July 1997. Shareholder relations expense for the six months
ended December 31, 1997 is less due to an accrual for the six months ended
December 31, 1996 for expenses relating to two shareholders' meetings.
Three Months Ended December 31, 1997 versus Three Months Ended December 31, 1996
Net income for the three months ended December 31, 1997 was $505,000 compared to
net income of $358,000 for the same period in 1996. The change in operating
results for the three months was due to various factors discussed below.
Interest income related to interest-bearing deposits in banks increased to
$688,000 for the three months ended December 31, 1997 from $609,000 for the same
period in 1996. This increase is due to a higher average daily balance of
interest-bearing deposits during the three months ended December 31, 1997 versus
the three months ended December 31, 1996. Unrestricted cash increased from $51.1
million at December 31, 1996 to $53.6 million at December 31, 1997 primarily due
to collections on the notes receivable of $719,000 and interest earned on the
unrestricted cash accounts.
Notes receivable interest income decreased to $10 for the three months ended
December 31, 1997 from $30,000 for the same period in 1996 as a result of a
lower outstanding balance of notes receivable. The notes receivable balance
decreased to $445 at December 31, 1997 from $719,000 at December 31, 1996 due to
the pay off of a $719,000 note receivable.
There were no gains on sales of foreclosed real estate during the three months
ended December 31, 1997 as compared to $11,000 for the same period in 1996. The
gains on sales of real estate of the prior period represent proceeds received
from the sale of foreclosed real estate in excess of its carrying value. The
gain recognized during the three months ended December 31, 1996 resulted from
the sale of single-family lots in San Antonio, Texas.
Other income of $7,000 for the three months ended December 31, 1997 was
comparable to the same period in 1996, and consisted primarily of dividends on
Resurgence Properties, Inc. preferred stock.
10
<PAGE>
Insurance expense decreased to $39,000 for the three months ended December 31,
1997, as compared to $80,000 for the same period in 1996. The decrease is
primarily due to decreased premiums related to Directors' and Officers'
insurance.
Compensation and employee benefits expense increased to $26,000 for the three
months ended December 31, 1997 from $23,000 for the same period in 1996. The
increase is due to an increase in employees' salaries due to yearly adjustments.
Legal, audit and advisory fees were $12,000 for the three months ended December
31, 1997, and for the same period in 1996. Legal expenses are related to the
collection of deficiency notes that had been previously written-off, and to
review of contracts related to the pending sale of real estate owned by the
Company.
Franchise tax expense for the three months ended December 31, 1997 represents
Delaware, California, and Texas franchise taxes due as a result of the
reorganization of the Trust into the Company. No amount was accrued for such
expense during the three months ended December 31, 1996.
Foreclosed real estate operations expense decreased $74,000 from $91,000 for the
three months ended December 31, 1996 to $17,000 for the same period in 1997. The
decrease is due to a special accrual during the six months ended December 31,
1996 to establish 1996 property taxes relating to the 40 acres of land located
in Arlington, Texas held by LNC Holdings, Inc., and a reduction in property tax
expense for the three months ended December 31, 1997 due to property tax refunds
resulting from reduced appraised values for 1995 and 1996 property values of
land owned in San Antonio, Texas.
General and administrative expense decreased by $15,000 from $95,000 during the
three months ended December 31, 1996 to $80,000 for the same period in 1997. The
decrease is attributed to an accrual for the three months ended December 31,
1996 for expenses relating to two shareholders' meeting.
Liquidity and Capital Resources
The Company's principal funding requirements are operating expenses, including
legal, audit, and advisory expenses expected to be incurred in connection with
evaluation of potential acquisition candidates and other strategic
opportunities. The Company anticipates that its primary sources of funding
operating expenses are proceeds from the sale of foreclosed real estate,
interest income on cash and cash equivalents, and cash on hand.
The proceeds from the sale of newly-issued shares of stock to Hunter's
Glen/Ford, Ltd. ("Hunter's Glen") in August of 1996 for $23.1 million
substantially increased cash available to the Company. Management believes that
the additional cash will assist the Company in its efforts to expand its
business through acquisitions. Hunter's Glen is an affiliate of Mr. Gerald J.
Ford, who became the Chief Executive Officer and Chairman of the Board of the
Company following the Trust's reorganization into the Company and the sale of
the shares of stock to Hunter's Glen.
Statements contained in this Quarterly Report on Form 10-Q which are not
historical facts are forward-looking statements. In addition, the Company,
through its senior management, from time to time makes forward-looking public
statements concerning its expected future operations and performance, including
its ability to acquire businesses in the future, and other developments. Such
forward-looking statements are necessarily estimates reflecting the Company's
best judgment based upon current information, involve a number of risks and
uncertainties, and there can be no assurance that other factors will not affect
the accuracy of such forward-looking statements. While it is impossible to
identify all such factors, factors which could cause actual results to differ
materially from those estimated by the Company include, but are not limited to,
the uncertainty as to whether the Company will be able to make future business
acquisitions
11
<PAGE>
or that any such acquisitions will be successful, the Company's ability to
obtain financing for any possible acquisitions, general conditions in the
economy and capital markets, and other factors which may be identified from time
to time in the Company's Securities and Exchange Commission filings and other
public announcements.
12
<PAGE>
PART II. - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of the Company's stockholders was held on November 7,
1997 for the purpose of voting on two proposals. The proposals, including the
results of the voting, are as follows:
Proposal No. 1. Proposal to elect each of Messrs. Gene H. Bishop, Harvey B.
Cash, Robert Ted Enloe, III, Gerald J. Ford, Edward W. Rose,
III, and Gary Shultz as directors of the Company until
expiration of their term at the 1998 Annual Meeting of
stockholders and until their successor is elected and
qualified or until their earlier death, resignation or
removal from office.
For Withheld
--- --------
G. Bishop 19,619,724 81,383
H. Cash 19,612,987 88,120
R. Enloe 19,605,529 95,578
G. Ford 19,621,876 79,231
E. Rose 19,620,149 80,958
G. Shultz 19,614,969 86,138
Proposal No. 2 Proposal to approve the ratification of the selection of
KPMG Peat Marwick LLP ("KPMG") as the Company's independent
accountants for the fiscal year ending June 30, 1998.
Percentage of
Number of Outstanding
Shares of Shares of Common
Common Stock Stock Voted
------------ -----------
For 19,656,550 99.78
Against 12,484 .06
Abstain 32,073 .16
The total number of shares of Common Stock voted on Proposals No. 1 and 2
was 19,701,107 equal to approximately 97.3% of the outstanding shares of Common
Stock.
13
<PAGE>
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
27.1 Financial Data Schedules (included only in the EDGAR filing).
(b) Reports on Form 8-K:
None
14
<PAGE>
SIGNATURE
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 thereunder duly authorized.
LIBERTE INVESTORS INC.
February 10, 1998 By: /s/ Gerald J. Ford
----------------------------------------
Gerald J. Ford
Chief Executive Officer and Chairman
of the Board
February 10, 1998 By: /s/ Samuel C. Perry
----------------------------------------
Samuel C. Perry
Controller and Principal Accounting
Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS DATED AS OF DECEMBER 31,
1997
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 53,680,629
<SECURITIES> 0
<RECEIVABLES> 420,342
<ALLOWANCES> 0
<INVENTORY> 3,435,621
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 57,536,592
<CURRENT-LIABILITIES> 340,555
<BONDS> 0
0
0
<COMMON> 202,561
<OTHER-SE> 56,993,476
<TOTAL-LIABILITY-AND-EQUITY> 57,536,592
<SALES> 0
<TOTAL-REVENUES> 1,393,257
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 402,899
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 990,358
<INCOME-TAX> 0
<INCOME-CONTINUING> 990,358
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 990,358
<EPS-PRIMARY> .02
<EPS-DILUTED> 0
</TABLE>
