<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 27, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: to
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Commision file number: 333-37135
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Omega Cabinets, Ltd.
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(Exact name of registrant as specified in its charter)
Delaware 42-1423186
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(State or other jurisdiction (I.R.S. Employer
incorporation or organization Identification Number)
1205 Peters Drive, Waterloo, Iowa 50703
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(Address of principal executive offices)
(Zip Code)
(319) 235-5700
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(Registrants telephone number, including area code)
Not Applicable.
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether 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 Sections 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 [ ] No [ ] Not Applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date. Not Applicable.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following financial statements are presented herein:
Condensed Consolidated Balance Sheets as of June 27, 1998 and
December 27, 1997
Condensed Consolidated Statements of Income for the three months and
six months ended June 27, 1998 and June 28, 1997
Condensed Consolidated Statements of Cash Flows for the six months
ended June 27, 1998 and June 28, 1997
Notes to Condensed Consolidated Financial Statements
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<PAGE>
Omega Cabinets, Ltd.
Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
JUNE 27 DECEMBER 27
1998 1997
(UNAUDITED) (NOTE)
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash $ 491,665 $ 157,520
Accounts receivable 16,412,165 15,097,575
Inventories (Note 2) 11,975,875 11,496,588
Other current assets 1,499,166 3,302,918
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Total current assets 30,378,871 30,054,601
Property, plant and equipment 33,857,956 32,550,763
Less accumulated depreciation 6,466,622 5,298,501
------------ ------------
27,391,334 27,252,262
Deferred financing costs, net 5,712,292 5,853,666
Goodwill, net 52,138,422 52,858,262
Deferred income taxes - 475,000
Other assets 738,122 852,507
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Total assets $116,359,041 $117,346,298
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued expenses $ 14,704,012 $ 14,303,600
Current portion of long-term debt 10,180,000 13,800,000
------------ ------------
Total current liabilities 24,884,012 28,103,600
Long-term debt, less current portion 134,320,000 132,320,000
Other noncurrent liabilities 145,000 75,103
Stockholder's equity (deficit):
Common stock, $.01 par value; 10,000 shares
authorized; 1,000 shares issued and outstanding 10 10
Additional paid-in capital 62,330,189 62,835,425
Predecessor basis adjustment (11,031,662) (11,031,662)
Retained earnings (deficit) (Note 3) (94,288,508) (94,956,178)
------------ ------------
Total stockholder's equity (deficit) (42,989,981) (43,152,405)
------------ ------------
Total liabilities and stockholder's equity (deficit) $116,359,041 $117,346,298
============ ============
</TABLE>
Note: The balance sheet at December 27, 1997 has been derived from the audited
financial statements at that date but does not include all the
information and footnotes required by generally accepted accounting
principles for complete financial statements.
See accompanying notes.
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<PAGE>
Omega Cabinets, Ltd.
Condensed Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 27 JUNE 28 JUNE 27 JUNE 28
1998 1997 1998 1997
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Net sales $42,603,759 $41,076,322 $81,594,201 $76,539,863
Cost of goods sold 29,797,760 29,752,139 58,844,780 55,469,851
----------- ----------- ----------- -----------
Gross profit 12,805,999 11,324,183 22,749,421 21,070,012
Selling, general and administrative
expenses (Note 4) 5,030,741 5,513,854 9,877,727 13,565,986
Amortization of goodwill 359,920 341,319 719,840 682,639
----------- ----------- ----------- -----------
Operating income 7,415,338 5,469,010 12,151,854 6,821,387
Interest expense 4,043,937 4,099,238 7,837,184 6,604,809
----------- ----------- ----------- -----------
Income before income taxes
and extraordinary item 3,371,401 1,369,772 4,314,670 216,578
Income tax expense 1,287,000 773,000 1,647,000 320,000
----------- ----------- ----------- -----------
Income (loss) before extraordinary
item 2,084,401 596,772 2,667,670 (103,422)
Extraordinary loss on debt
refinancing (Note 5) - - (947,443) - - (947,443)
----------- ----------- ----------- -----------
Net income (loss) $ 2,084,401 $ (350,671) $ 2,667,670 $(1,050,865)
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
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<PAGE>
Omega Cabinets, Ltd.
Condensed Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 27 JUNE 28
1998 1997
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<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 2,667,670 $ (1,050,865)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Extraordinary loss - 947,443
Depreciation and amortization 2,259,371 1,934,804
Noncash stock option and warrant expense - 5,481,000
Deferred income taxes 620,000 295,000
Changes in operating assets and liabilities:
Accounts receivable (1,314,590) (4,561,713)
Inventories (479,287) (1,634,481)
Other assets 1,918,137 78,632
Accounts payable, accrued expenses and other
liabilities 325,309 ( 4,974,277)
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Net cash provided (used) by operating activities 5,996,610 (3,484,457)
INVESTING ACTIVITIES
Purchases of property, plant and equipment (1,307,193) (1,319,335)
Additions to goodwill - (3,281,046)
Net cash used in investing activities (1,307,193) (4,600,381)
FINANCING ACTIVITIES
Payments for deferred financing costs (230,036) (2,677,502)
Payments for deferred bridge loan fees - (2,057,370)
Payments of long-term debt (3,000,000) (81,636,145)
Proceeds from long-term debt 1,380,000 146,670,000
Capital contribution by parent 100,000 62,248,435
Payment to parent to redeem common stock and
options at parent level (2,605,236) (114,462,580)
----------- -------------
Net cash provided (used) in financing activities (4,355,272) 8,084,838
=========== =============
Net increase in cash 334,145 -
Cash at beginning of period 157,520 3,797
----------- -------------
Cash at end of period $ 491,665 $ 3,797
=========== =============
</TABLE>
See accompanying notes.
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<PAGE>
Omega Cabinets, Ltd.
Notes to Condensed Consolidated
Financial Statements (Unaudited)
June 27, 1998
1. ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Article 10 of Regulation S-X.
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
accruals) considered necessary for a fair presentation have been included.
Operating results for the six month period ended June 27, 1998 are not
necessarily indicative of the results that may be expected for the fiscal year
ended January 2, 1999. For further information, refer to the Company's
consolidated financial statements and footnotes thereto for the year ended
December 27, 1997.
2. INVENTORIES
Inventories consist of the following:
<TABLE>
<CAPTION>
JUNE 27 DECEMBER 27
1998 1997
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<S> <C> <C>
Raw materials $ 5,582,373 $ 4,933,935
Work-in-process 4,191,401 3,910,231
Finished goods 2,202,101 2,652,422
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$11,975,875 $11,496,588
=========== ===========
</TABLE>
3. CAPITAL TRANSACTIONS
In March 1998, the Company's parent paid a final defined post-closing adjustment
of $2,000,000 for the redemption of stock and options in connection with its
1997 merger and recapitalization. As with the original redemption cost (all of
which was pushed down and reflected by the Company), the Company has charged the
amount to retained earnings during the 1998 first quarter.
In May 1998, the Company's parent redeemed approximately $605,000 of the
parent's common stock and options, which the Company in turn paid to the parent
and charged to additional paid-in capital during the 1998 second quarter.
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<PAGE>
4. STOCK OPTION EXPENSE
Selling, general and administrative expenses include compensation expense
related to stock options, recognized in accordance with APB No. 25, of $836,000
and $4,894,000 in the three and six months ended June 28, 1997, respectively
(none in the three months or six months ended June 27, 1998).
5. EXTRAORDINARY LOSS
As a result of its 1997 merger and recapitalization, the Company wrote off
existing unamortized deferred financing costs of $1,554,443 in June 1997,
resulting in an extraordinary loss of $947,443 (net of related income tax
benefit of $607,000).
6. SUBSIDIARY DEBT GUARANTEE
The Company's senior subordinated notes in aggregate principal amount of
$100,000,000 are fully and unconditionally guaranteed by Panther Transport, Inc.
("Panther"), the Company's wholly-owned subsidiary. Separate financial
statements or summarized financial information for Panther have not been
presented since its operations are inconsequential and its accounts and
transactions represent less than 1% of each of the consolidated total assets,
liabilities, equity, net sales, operating income, and net income of the Company.
Management believes that the separate financial statements and summarized
financial information of Panther are not material to investors.
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<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
General
The following discussion should be read in conjunction with the accompanying
Condensed Consolidated Financial Statements for the period ended June 27, 1998,
and the audited consolidated financial statements and Annual Report on Form 10-K
for the year ending December 27, 1997 of Omega Cabinets, Ltd. (the "Company").
1997 Merger and Refinancing
As more fully described in the Company's 1997 Form 10-K, in June 1997 the
Company's parent entered into a merger and recapitalization transaction and
concurrently refinanced all outstanding long-term debt as of that date. All
merger and recapitalization transactions have been pushed down and are reflected
in the accounts of the Company. The merger was accounted for as a
recapitalization and, accordingly, did not impact the historical basis of the
Company's assets or liabilities.
Results of Operations.
Net Sales for the three months ended June 27, 1998 ("second quarter 1998") were
$42.6 million compared to $41.1 million for the comparable period in 1997
("second quarter 1997"), an increase of 3.7%. For the first six months of 1998
("first half of 1998"), net sales were $81.6 million compared to $76.5 million
for the comparable period in 1997 ("first half of 1997"), an increase of 6.6%.
Net sales of the Omega lines (custom and semi-custom cabinetry and bath
vanities) were $20.8 million in the second quarter 1998 compared to $19.2
million for the second quarter 1997, an 8.3% increase. First half of 1998 net
sales of the Omega lines were $40.5 million compared to $36.5 million for the
first half of 1997, an increase of 11.0%. The combination of a 1997 fourth
quarter Dynasty sales promotion, extensive dealer training programs, and a
general price increase effective February 1 contributed to the first half of
1998 sales increase for Omega lines. Net sales of stock cabinetry were $21.8
million in the second quarter 1998 compared to $21.9 million for the second
quarter 1997, a 0.5% decrease, while the first half of 1998 net sales were $41.1
million compared to $40.0 million for the first half of 1997, a 2.7% increase.
The increase in first half of 1998 sales performance for stock cabinetry was a
result of an increase in dealer locations and further product enhancements,
which was partially offset by an unplanned sales decline at the largest customer
(due to system implementation issues) and adverse weather conditions which
impacted several other large accounts.
Gross Profit for the second quarter 1998 was $12.8 million compared to $11.3
million for the comparable period in 1997, an increase of 13.1%. For the first
half of 1998, gross profit was $22.7 million compared to $21.1 million for the
first half of 1997, an increase of 8.0%. As a percentage of net sales, gross
profit increased to 30.1% in the second quarter 1998 from 27.6% in the second
quarter 1997, while for the first half of 1998 gross profit as a percentage of
net sales increased to
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<PAGE>
27.9% from 27.5% primarily as a result of a larger share of sales coming from
the Omega lines which carry higher margins.
Selling, General and Administrative Expenses for the second quarter 1998 were
$5.0 million compared to $5.5 million for the second quarter 1997, a decrease
of 8.8%. For the first half of 1998, selling, general and administrative
expenses were $9.9 million compared to $13.6 million, a decrease of 27.2%. The
decrease of $3.7 million for the first half of 1998 over the comparable period
of 1997 is primarily attributable to $5.5 million of non-cash expense for
employee stock options and warrants granted in the first half of 1997. Selling,
general and administrative expenses without giving effect to this charge would
have been $9.9 million in 1998 compared to $8.1 million for the first half of
1997, an increase of 22.2%. The increase in selling, general and administrative
expenses can be attributed primarily to higher salaries associated with the
upgrade of Sales and Marketing areas to manage sales growth and to improve
customer support and training, higher advertising costs for cooperative
advertising participation, higher literature expense associated with new product
introductions plus sales catalog updates and enhancements and higher legal and
accounting expenses incurred from increased external reporting requirements.
Operating Income for the second quarter 1998 was $7.4 million, or 17.4% of net
sales compared to $5.5 million, or 13.3% of net sales, for the second quarter
1997. For the first half of 1998, operating income was $12.2 million, or 14.9%
of net sales, compared to $6.8 million, or 8.9% of net sales, for the same
period in 1997. For the first half of 1997, operating income without giving
effect to the non-cash expense referred to above would have been $12.3 million,
or 16.1% of net sales. After giving effect to the non-cash expense referred to
above, the primary reason for the decrease in operating income as a percentage
of net sales (14.9% in the first half of 1998 compared to 16.1% in the first
half of 1997) was higher selling, general and administrative expenses as
discussed above.
Interest Expense for the second quarter 1998 was $4.0 million compared to $4.1
million for the second quarter 1997, a decrease of 1.3%, while first half of
1998 interest expense was $7.8 million compared to $6.6 million for the first
half of 1997, an increase of 18.7%. The first half of 1998 increase is
primarily due to increased borrowings associated with the 1997 second quarter
recapitalization.
Income Tax Expense for the second quarter 1998 was $1.3 million compared to
$0.8 million for the second quarter of 1997. For the first half of 1998, income
tax expense was $1.6 million compared to $0.3 million for the first half of
1997. Income tax expense in the 1998 periods reflected the Company's normalized
effective tax rate.
Net Income (Loss) for the second quarter 1998 was a net income of $2.1 million
compared to net loss of $0.4 million in the second quarter 1997. For the first
half of 1998, net income was $2.7 million compared to a net loss of $1.1 million
for the first half of 1997. The increase in net income for the second quarter
was primarily attributable to improved operating income as discussed above and
the extraordinary loss on debt refinancing incurred in the second quarter of
1997. The increase in net income for the first half of 1998 was primarily
attributable to the 1997 extraordinary loss on debt refinancing and non-cash
expense from stock options and warrants discussed above.
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<PAGE>
Liquidity and Capital Resources
The Company's primary cash needs are working capital, capital expenditures and
debt service. The Company has financed these cash requirements primarily
through internally generated cash flow and funds borrowed under the Company's
credit facilities.
Net cash provided by operating activities for the six month period ended June
27, 1998 was $6.0 million as compared to net cash used by operating activities
of $3.5 million in the comparable period of 1997, an increase of $9.5 million.
The increase was primarily due to changes in operating assets and liabilities.
Net income as adjusted for non-cash charges was $5.5 million for the first half
of 1998 compared to $7.6 million for the first half of 1997 due to the factors
described above. The net increase in working capital of $0.4 million for the
first half of 1998 compared to a net decrease in working capital of $11.1
million for the first half of 1997 was primarily due to accounts receivable
increasing at a lesser rate in 1998 than in 1997, and a significant decrease in
accrued expense in 1997 due to the recapitalization transaction.
The Company used cash in investing activities of $1.3 million in the first half
of 1998 compared to $4.6 million in the first half of 1997. During the first
half of 1997, additional contingent purchase price of $3.3 million was paid for
the 1994 acquisition of Omega by Code, Hennessy & Simmons.
Cash used by financing activities was $4.4 million for the first half of 1998
compared to cash provided from financing activities of $8.1 million for the
first half of 1997. Significant 1998 cash uses included the retirement of a
$3.0 million note and a $2.0 million redemption payment, both related to the
1997 recapitalization.
The Company's ability to make scheduled payments of principal, or to pay the
interest or premium, if any, on, or to refinance, its indebtedness, or to fund
planned capital expenditures will depend on its future performance, which, to a
certain extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond its control. Based
upon the current level of operations, management believes that cash flow from
operations and available cash, together with available borrowings under its
current credit facility, will be adequate to meet the Company's anticipated
future requirements for working capital, budgeted capital expenditures and
scheduled payments of principal and interest on its indebtedness, for the next
several years. There can be no assurance that the Company's business will
generate sufficient cash flow from operations or that future borrowings will be
available under its current bank credit facility in an amount sufficient to
enable the Company to service its indebtedness or make anticipated capital
expenditures.
As of June 27, 1998, the Company had additional borrowing availability under its
revolving facility of approximately $12.4 million. The Company's term facility
requires quarterly principal payments of approximately $0.6 million per quarter
currently, increasing at each anniversary. Subsequent payments will be
approximately $1.0 million, $1.4 million, $1.5 million, $1.9 million, and $2.3
million per quarter during the four quarter periods beginning in September 1998,
1999, 2000, 2001,
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<PAGE>
2002, respectively, with the balance due in the following two quarters. The
Company's revolving facility will mature in 2002 and has no scheduled interim
amortization.
Forward Looking Statements
When used in this quarterly report on Form 10-Q, the words "believes,"
"anticipates" and similar expressions are used to identify forward looking
statements. Such statements are subject to risks and uncertainties which could
cause actual results to differ materially from those projected. The Company
wishes to caution readers that the following important factors and others in
some cases have affected and in the future could affect the Company's actual
results and could cause the Company's results for 1998 to differ materially from
those expressed in any forward statements made by the Company: (i) economic
conditions in the remodeling and housing markets, (ii) availability of credit,
(iii) increases in interest rates, (iv) cost of lumber and other raw materials,
(v) inability to maintain state-of-the-art manufacturing facilities, (vi)
heightened competition, including intensification of price and service
competition, the entry of new competitors and the introduction of new products
by existing competitors, (vii) inability to capitalize on opportunities
presented by industry consolidation, (viii) loss or retirement of key executives
and (ix) inability to grow by acquisition of additional cabinetry manufacturers
or to effectively consolidate operations of businesses acquired.
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<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
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.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBIT INDEX.
3.1 Certificate of Incorporation, as amended, of the Company*
3.2 By-laws of the Company*
4.1 Indenture dated as of July 24, 1997*
10.1 New Bank Credit Facility dated as of June 13, 1997*
10.2 Panther Security Agreement dated as of June 13, 1997*
10.3 Omega Security Agreement dated as of June 13, 1997*
10.4 Pledge Agreement dated as of June 13, 1997*
10.5 Collateral Assignment of Trademarks dated as of June 13, 1997*
10.6 Management Agreement dated June 13, 1997*
10.7 Financing Agreement dated June 13, 1997*
10.8 Deferred Compensation Plan dated June 13, 1997*
10.9 Rabbi Trust Agreement dated June 13, 1997*
10.10 Key Employment Agreement dated September 16, 1997*
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<PAGE>
10.11 Key Severance Agreement dated April 24, 1997*
10.12 Moran Employment Agreement dated September 11, 1995, as amended June 13,
1997*
10.13 Moran Severance Agreement dated April 24, 1997*
10.14 Erlick Employment Agreement dated July 11, 1994*
10.15 Erlick Severance Agreement dated April 24, 1997*
10.16 Goebel Employment Agreement dated April 10, 1995, as amended June 13,
1997*
10.17 Goebel Severance Agreement dated April 24, 1997*
10.18 Hagan Employment Agreement dated April 10, 1995*
10.19 Hagan Severance Agreement dated April 24, 1997*
10.20 Schmidt Employment Agreement dated April 10, 1995*
10.21 Schmidt Severance Agreement dated April 24, 1997*
10.22 Deferred Non-Qualified Compensation Agreement dated June 28, 1997*
10.23 Company Bonus Plan*
10.24 Stockholders Agreement dated June 13, 1997*
10.25 Omega Holdings, Inc. Stock Option Plan*
10.26 Key Put Agreement dated June 13, 1997*
10.27 Goebel Put Agreement dated June 13, 1997*
27.1 Financial Data Schedules.
______________
* Incorporated by reference to the similarly numbered exhibit in the Company's
Registration Statement on Form S-4, No. 333-37135, filed October 3, 1997.
(b) REPORTS ON FORM 8-K.
No reports on Form 8-K were filed during the second quarter ended June 27,
1998.
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<PAGE>
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.
OMEGA CABINETS, LTD.
By: /s/ HENRY P. KEY
----------------------------------------
Name: Henry P. Key
Title: Chief Executive Officer
(Principal executive officer and
principal financial officer)
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS PROVIDED BY ERNST YOUNG, LLP AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-02-1999
<PERIOD-START> MAR-29-1998
<PERIOD-END> JUN-27-1998
<CASH> 491,665
<SECURITIES> 0
<RECEIVABLES> 18,245,165
<ALLOWANCES> 1,833,000
<INVENTORY> 11,975,875
<CURRENT-ASSETS> 30,378,871
<PP&E> 33,857,956
<DEPRECIATION> 6,466,622
<TOTAL-ASSETS> 116,359,041
<CURRENT-LIABILITIES> 14,704,012
<BONDS> 0
0
0
<COMMON> 10
<OTHER-SE> (42,989,991)
<TOTAL-LIABILITY-AND-EQUITY> 116,359,041
<SALES> 81,594,201
<TOTAL-REVENUES> 81,594,201
<CGS> 58,844,780
<TOTAL-COSTS> 58,844,780
<OTHER-EXPENSES> 9,877,727
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,837,184
<INCOME-PRETAX> 4,314,670
<INCOME-TAX> 1,647,000
<INCOME-CONTINUING> 2,667,670
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,667,670
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
