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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 March 31, 2000
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission File Number 0-23705
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Automotive Performance Group, Inc.
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(Exact name of small business issuer as specified in its charter)
Delaware 86-0938742
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(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
7341 Anaconda Avenue, Garden Grove, California 92841
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(Address of principal executive offices)
(714) 373-2837
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(Issuer's telephone number)
Not Applicable
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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.
Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: On June 30, 2000 the issuer
had 12,737,404 outstanding shares of common stock, par value $0.0001
Transitional Small Business Disclosure Format (Check One):
Yes [ ] No [X]
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PART I
FINANCIAL INFORMATION
ITEM 1. - FINANCIAL STATEMENTS.
Automotive Performance Group, Inc. and Subsidiaries
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands, Except Share Data)
<TABLE>
<CAPTION>
March 31, 2000 December 31,
(unaudited) 1999
----------- ----
<S> <C> <C>
CURRENT ASSETS
Cash $ 102 $ 161
Accounts receivable 35 65
Prepaid expenses and other 63 77
-------- --------
Total current assets 200 303
FURNITURE and EQUIPMENT, net 50 54
OTHER ASSETS
Investment in PBT Brands, Inc., net 1,032 3,077
Intangible assets, net 1,792 1,823
-------- --------
$ 3,074 $ 5,257
======== ========
CURRENT LIABILITIES
Accounts payable $ 1,005 $ 1,013
Accrued liabilities 150 150
Net liabilities of discontinued automotive parts and
accessories subsidiaries 564 548
-------- --------
Total current liabilities 1,719 1,711
COMMITMENTS AND CONTINGENCIES -- --
STOCKHOLDERS' EQUITY
Preferred stock - authorized 13,000,000 shares, $0.0001 par value:
Series A - authorized 5,650,000 shares; no shares outstanding -- --
Series B - authorized 7,000,000 shares; 3,480,000 shares outstanding -- --
Common Stock - authorized 130,000,000 shares, $0.0001 par value,
12,404,071 shares outstanding 1 1
Additional contributed capital 62,765 62,765
Accumulated other comprehensive income 28 28
Accumulated deficit (61,439) (59,248)
-------- --------
1,355 3,546
-------- --------
$ 3,074 $ 5,257
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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Automotive Performance Group, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Revenues $ 44 $ --
Expenses
Direct expenses 31 --
Selling, general and administrative 47 181
Salaries, payroll taxes and benefits 33 232
Professional expenses 106 358
Depreciation and amortization 36 2
------- -------
253 773
------- -------
Operating loss (209) (773)
Other income (expense)
Equity in losses of affiliate (2,045) --
Interest expense -- (155)
Other income 98 12
------- -------
(1,947) (143)
------- -------
Loss from continuing operations before
discontinued operations (2,156) (916)
Discontinued operations
Loss from operations of discontinued specialty
chemical subsidiary (35) (309)
Loss from operations of automotive parts and
accessories subsidiaries -- (198)
------- -------
Loss from discontinued operations (35) (507)
------- -------
NET LOSS $(2,191) $(1,423)
======= =======
Loss per common share basic and diluted
Loss before discontinued operations $ (0.18) $ (0.15)
Discontinued operations (0.00) (0.08)
------- -------
$ (0.18) $ (0.23)
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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Automotive Performance Group, Inc. and Subsidiaries
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Three months ended March 31,
----------------------------
2000 1999
---- ----
<S> <C> <C>
Increase (Decrease) in Cash
Cash flows from operating activities:
Net loss $(2,191) $(1,423)
Adjustments to reconcile net loss to net cash
used in operating activities
Depreciation and amortization 36 52
Equity in losses from affiliates -- 8
Equity losses in investment in PBT Brands, Inc. 2,045 --
Gain on sale of affiliate -- 1
Changes in assets and liabilities:
Accounts receivable 29 (48)
Notes receivable -- (9)
Inventories -- (100)
Prepaid expenses and other 14 (226)
Accounts payable 8 (284)
Accrued liabilities -- (21)
------- -------
Net cash used in operating activities (59) (2,050)
Cash flows from investing activities:
Purchase of furniture and equipment -- (32)
Deposit on future acquisition -- (2,011)
Investment in subsidiaries -- (1,197)
Purchase option -- (1,000)
Proceeds from the disposition of equipment -- 1
------- -------
Net cash used in investing activities -- (4,239)
Cash flows from financing activities:
Payments on long-term obligations -- (124)
Payments on capital leases -- (27)
Proceeds from issuance of preferred stock -- 5,591
------- -------
Net cash provided by financing activities -- 5,440
------- -------
Net decrease in cash (59) (849)
Cash at beginning of period 161 1,829
------- -------
Cash at end of period $ 102 $ 980
======= =======
Cash paid during the period for interest $ -- $ 55
======= =======
</TABLE>
The accompanying notes are an integral part of these financial statements.
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Automotive Performance Group, Inc. and Subsidiaries
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - FINANCIAL STATEMENTS
The unaudited consolidated condensed financial statements and related
notes are presented as permitted by Form 10-QSB, and do not contain certain
information included in Automotive Performance Group, Inc. and Subsidiaries'
(APG) audited consolidated financial statements and notes for the fiscal year
ended December 31, 1999. The information furnished reflects, in the opinion of
management, all adjustments, consisting of normal recurring accruals, necessary
for a fair presentation of the results of the interim periods presented. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the entire fiscal year ending December 31, 2000.
The accompanying unaudited consolidated condensed financial statements and
related notes should be read in conjunction with the audited consolidated
financial statements and the Form 10-KSB of APG and notes thereto, for its
fiscal year ended December 31, 1999. Certain reclassifications have been made to
the 1999 financial statements in order to conform to the 2000 presentation.
NOTE 2 - LOSS PER COMMON SHARE
APG accounts for loss per common share under Statement of Financial
Accounting Standards No. 128, "Earnings per Share," which established standards
for computing and presenting earnings per share. Loss per share is based on the
average number of shares outstanding during each period and income available to
common stockholders. The weighted average number of common shares outstanding
was 12,404,071 and 6,239,956 for the three months ended March 31, 2000 and 1999,
respectively. The computation for loss per common share assuming dilution for
the three months ended March 31, 2000 and 1999 was anti-dilutive, and therefore,
is not included.
NOTE 3 - INVESTMENT IN PBT BRANDS, INC.
APG accounts for its investment in PBT Brands, Inc. (PBT) under the
equity method of accounting whereby APG's share of the earnings or losses of PBT
are reflected in the Consolidated Condensed Statements of Operations. The amount
by which APG's carrying value exceeds its share of the underlying net assets of
PBT is amortized over an 8-year period. This amortization expense is included in
the equity losses in investment in PBT Brands, Inc. in the accompanying
Consolidated Condensed Statements of Operations.
For the three months ended March 31, 2000, APG's 22% equity losses in
PBT totaled $2,045,000, which included $62,000 of amortization of APG's excess
cost over underlying equity of PBT. On April 7, 2000, APG sold an amount equal
to 4% of the outstanding equity of PBT Brands, Inc. for $750,000.
NOTE 4 - CONTINGENCIES
APG is involved in certain claims arising in the normal course of
business. While it is too early to provide an evaluation of these claims at this
time, it is possible that, due to the size of the claims
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asserted against APG, these matters, either individually or taken together, may
have a material effect on APG's financial position and results of operations. In
addition, APG is aware of several other matters that, while not presently a
matter of litigation or arbitration, may develop into litigation or arbitration
in the future. Some of these matters, either individually or taken together, may
have a material effect on APG's financial position and results of operations. It
is too early to estimate any possible loss resulting from these matters.
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ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This Plan of Operation contains forward-looking statements that involve
risks and uncertainties. All forward-looking statements are based on information
available to Automotive Performance Group, Inc. (APG) on the date hereof, and
APG assumes no obligation to update any such forward-looking statements. APG's
actual results could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including those
risk factors described in APG's Annual Report on Form 10-KSB for the year ended
December 31, 1999.
It is assumed that the reader of this Form 10-QSB has read and is
familiar with the materials presented in APG's Annual Report on Form 10-KSB for
the year ended December 31, 1999. In addition, the following material should be
read with the rest of this report in mind, especially the financial statements
appearing in Part I, Item 1.
BUSINESS STRUCTURE
APG's business at March 31, 2000 primarily consists of three elements:
PBT, Boyds and D'Artagnan.
PBT Brands, Inc. (PBT) manufactures, distributes and markets premium
functional chemical products to the automotive maintenance and repair markets
under the Permatex, Right Stuff, Fast Orange and other brand names. Several
members of APG's management and APG security holders are also members of PBT's
management and PBT security holders. Since APG is a minority owner of PBT, it
recognizes its proportional share of PBT's net income/loss as other income/loss
each quarter.
Boyds Wheels, Inc. (Boyds) designs, manufactures via contract with
others, and sells specialty wheels to the automotive, truck, trailer, and
recreational vehicle markets. Boyds has one employee who is responsible for
designing and selling these specialty wheels to customers whom he solicits. This
same employee also identifies and contracts with manufacturers to have the
product produced to the customer's specifications. While in bankruptcy, a period
of over one year, Boyds discontinued all of its operations and was out of the
marketplace. Boyds is now in the process of attempting to re-establish its
business. Boyds' rebuilding is hampered by the fact that in the highly
competitive specialty wheel business there are numerous other manufacturers of
competing products that have ongoing business relationships with the major wheel
distributors and retailers. At the present, Boyds does not have any such ongoing
relationships. Significant amounts of management time and financial resources
have been required since APG acquired its 80% interest in Boyds to protect
various intangible assets of Boyds, including trademarks and business
reputation. In addition, Boyds owns several trademarks and designs that it has
licensed to others under various royalty agreements. These royalty agreements
provide small amounts of ongoing revenue. One of the trademarks has been sold to
raise cash for working capital needs. In April 2000, APG announced its intent to
sell the wheel business of Boyds.
D'Artagnan Associates, Inc. (D'Artagnan), a wholly-owned subsidiary of
APG, owns potential rights involving the use of signature control technology,
including radar attenuating materials, and technology and assets used in the
manufacture of iron carbonyl. D'Artagnan has developed unique management systems
and a management team having particular relevance to the chemicals industry. Mr.
Dean M. Willard, Chief Executive Officer and a director of both APG and PBT, is
also the Chief Executive Officer and a director of D'Artagnan.
THE NEXT TWELVE MONTHS
APG expects the operations of PBT to expand during the next twelve
months. Boyds continues
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to work toward re-establishing its business and making itself salable.
D'Artagnan is expected to contribute net income during 2000. In addition, APG
continues to seek additional acquisition and/or merger candidates that do not
interfere with the business of PBT and that may benefit from synergies created
by associating with APG. Continuing efforts will be required during 2000 to
complete the divestiture efforts related to business elements that were
discontinued in prior periods and to resolve various legal, accounting, audit,
securities, and related matters.
During 2000, APG had no direct employees other than the one person
working for Boyds. Currently, APG's officers are working for the company for a
salary of $1 per year. Required legal and accounting services are all
outsourced. From time to time, directors and officers have been granted
market-price options.
LIQUIDITY AND CAPITAL RESOURCES
Historically, APG has financed its business primarily through private
placements of preferred stock and debt financing. Currently, APG has no
significant internal sources of continuing liquidity. APG expects to continue
funding its non-acquisition liquidity needs through cash generated by activities
of its D'Artagnan subsidiary, from asset sales, and from the issuance of
additional preferred stock, if needed. In April 2000, APG completed the sale of
a portion of its investment in PBT to a number of PBT employees and PBT
investors, some of whom are also officers and directors of APG. APG believes
that the proceeds from this sale, when combined with expected revenues from
D'Artagnan's activities, will provide APG with enough liquidity to supply its
needs for ongoing operating capital during the next twelve months. APG also is
continuing to negotiate with its creditors to settle the amounts outstanding by
various methods including long-term payment plans and exchanging debt for
equity.
Acquisitions will be funded through the issuance of additional debt
and/or equity.
CONSOLIDATED FINANCIAL STATEMENTS
As a result of the restructuring which occurred in 1999 and 1998, which
was explained in detail in APG's Annual Report on Form 10-KSB for the year ended
December 31, 1999, virtually all of APG's business activities that were extant a
year ago no longer exist as continuing operations. In addition, virtually all of
APG's business activities that will continue on a going-forward basis are new to
APG within the last year. Because of this restructuring, management cautions the
reader that direct comparisons between current and historical statements or
analyses may not be meaningful, and may be misleading. In particular, Notes B,
E, and L to the December 31, 1999 financial statements provide details regarding
these divestitures and acquisitions.
Balance Sheets - APG's assets at March 31, 2000 are comprised primarily
of the excess of the total acquisition cost over the estimated fair value of
assets acquired in the D'Artagnan acquisition (included in the caption
"intangible assets") (58% of total assets) and APG's investment in PBT (34% of
total assets). APG's liabilities at March 31, 2000 are comprised primarily of
accounts payable plus accrued liabilities (primarily for legal and other
professional fees related to APG's restructuring efforts) (38% of total assets)
and the remaining liabilities related to discontinued subsidiaries (18% of total
assets). APG's equity at March 31, 2000 represents 44% of total assets.
The March 31, 2000 amounts have changed from those reported at December
31, 1999 primarily due to the $2.0 million decrease in the investment in PBT as
discussed in note 3 to the financial statements and the resulting increase in
accumulated deficit.
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Statements of Operations - The operations during the quarter ended
March 31, 2000 reflect a net loss of $2.2 million, of which $2.0 million (93%)
is an unrealized loss due to recording APG's share of PBT's net loss on the
equity basis.
The first quarter of 2000 differs from the corresponding period of 1999
primarily due to:
- operating revenues and expenses related to the Boyds
subsidiary,
- reduced operating expenses due to the effects of APG's
restructuring program,
- APG's portion of PBT's net loss,
- other income from the $75,000 sale of one trademark, and
- costs related to discontinued operations that occurred in
1999 and no longer apply in 2000.
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PART II
OTHER INFORMATION
ITEM 1. - LEGAL PROCEEDINGS.
APG is involved in certain claims arising in the course of its
business. Several of those claims were described in APG's Annual Report on Form
10-KSB for the year ended December 31, 1999. The following events have occurred
since December 31, 1999.
FUSA, Ltd. (an Ohio limited liability company) filed suit against
International Motor Sports Group, Inc. (a Delaware corporation and wholly-owned
subsidiary of APG) and Road Atlanta, Ltd. (a corporation doing business as Panoz
Motorsports) on November 19, 1998. This suit was filed in the U.S. District
Court for the Northern District of Ohio Eastern Division. FUSA alleged that it
contracted with IMSG to hold two events at a venue owned by IMSG that IMSG sold
to Road Atlanta prior to the events. The plaintiff further alleged that Road
Atlanta ratified the FUSA/IMSG contract but then refused to allow FUSA to
conduct the events. The plaintiff sought $150,000 in damages. IMSG was dismissed
from this case on February 10, 2000.
Hermitage Capital Corp. (a Delaware corporation) filed suit against
APG, KSH Investment Group, Inc. (a Delaware corporation), and Cary W. Sucoff,
Managing Director of KSH on August 19, 1999. This suit was filed in the New York
Supreme Court. Hermitage alleged that APG sold its preferred stock through
private placements to accredited investors and used KSH as its sole placement
agent for these sales. Hermitage is a broker dealer who participated in one of
these placements under an agreement whereby Hermitage received a portion of
KSH's fees for bringing investors into the transaction. These fees were a
combination of cash and warrants to purchase additional shares. A subsequent
placement of APG stock was undertaken with KSH again acting as sole placement
agent. An investor brought to the earlier placement by Hermitage also invested
in this subsequent placement. Hermitage sought the warrants it claimed to have
never received from the first placement. In addition, Hermitage sought fees for
the later placement based on the additional amount invested by the party it
earlier introduced to APG and KSH. In total, Hermitage sought warrants for
12,500 shares of series A preferred stock at $2.00 per share, warrants for an
unspecified number of additional shares of series A preferred stock at $2.50 per
share, cash in the aggregate amount of $915,000 or more, unspecified additional
compensation, punitive damages, fees, and interest. KSH Investment Group, Inc.
had indemnified Automotive Performance Group, Inc. from all claims in this
matter and settled this case, including all claims against APG, on March 10,
2000.
Triumph Partners III, L.P. (a Delaware limited liability partnership),
Triumph III Advisors, L.P. (a Delaware limited liability partnership), and
Triumph Advisors, Inc. (a Delaware corporation) filed suit against APG, Mr. Dean
M. Willard (Chairman and CEO of both APG and PBT), PBT Brands, Inc., and The
Jordan Company, LLC (a Delaware limited liability company) in July 1999 (amended
on August 18, 1999). This suit was filed in the Massachusetts Superior Court,
County of Suffolk. Plaintiffs alleged that APG entered into an exclusive
agreement with Triumph to provide financing in connection with the acquisition
of Permatex and AC Tech. Because these acquisitions were consummated with other
financing (obtained from co-defendant Jordan), plaintiffs sought $442,560.26
expense reimbursement, $120 million to $160 million lost profits, $2 million or
more lost fee income, not less than $1.2 million as a break-up fee, treble
damages, and reimbursement for legal fees and other expenses. APG had
indemnified Mr. Willard from all claims in this matter. This case was settled by
all parties, and the Stipulation of Dismissal was entered in the court records
on April 3, 2000. In the fourth quarter of 1999 APG recorded a reserve totaling
$150,000 equal to management's best estimate of APG's portion of the agreed
settlement.
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ITEM 2. - CHANGES IN SECURITIES.
(a) Not applicable.
(b) Not applicable.
(c) Options - On August 2, 1999, APG authorized options for 2,325,000
shares of common stock to PBT employees in connection with the PBT acquisition
as described in APG's Form 10-KSB for the year ended December 31, 1999 and Form
10-QSB for the period ended September 30, 1999. On January 12, 2000, options for
a total of 1,807,000 of these shares were granted to PBT employees at an
exercise price of $0.60 per share, the fair market value on the date of grant.
The remaining options for 518,000 shares have been reserved for future grants to
PBT employees. The options expire ten years from the grant date.
Also on January 12, 2000, APG granted options for 370,000 shares of
common stock to selected directors and officers of APG and its subsidiaries at
an exercise price of $0.60. These options vest 25% on the date of grant plus 25%
on each of the three following anniversaries of the grant date. All these
options expire ten years from the grant date.
APG relied on the exemptions provided by Section 4 of the Securities
Act and Regulation D promulgated thereunder in not registering any of the above
options.
(d) Not applicable.
ITEM 3. - DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. - OTHER INFORMATION.
Effective June 1, 2000, APG's common stock was no longer traded on the
OTC Bulletin Board. The OTC Bulletin Board indicated that it had delisted APG's
stock because APG's filings with the U.S. Securities and Exchange Commission
(SEC) were not current. APG was unable to obtain all documents required to
complete its Current Report on Form 8-K for August 1999 and its Annual Report on
Form 10-KSB for the year ended December 31, 1999 on a timely basis. Some of
those documents had to be prepared by other entities that APG did not control.
The missing documents subsequently have been obtained and all delinquent reports
have been filed with the SEC. APG is now in full compliance with all SEC filing
requirements. APG will soon apply to have its common stock relisted on the OTC
Bulletin Board. During the time when APG's stock is not listed on the OTC
Bulletin Board, public trading in APG's common stock is reported on the "pink
sheets". The "pink sheets" are published daily by the National Quotation Bureau.
Trading on the OTC Bulletin Board is characterized by low trading
volumes and high volatility;
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trading on the "pink sheets" is characterized by even lower trading volumes and
even higher volatility than on the OTC Bulletin Board as well as lower per share
prices. While APG anticipates that its common stock will be relisted on the OTC
Bulletin Board, APG cannot be sure that a broader or more stable market will
develop or that its per share market price will fully recover to its former
levels, if at all. The investment community could show little or no interest in
APG in the future. As a result, persons receiving our securities may have
difficulty in reselling such securities should they desire to do so.
ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K.
(a) Index of Exhibits
3.1 Certificate of Incorporation of APG, as amended August 1998 (4)(*3.1)
3.2 Bylaws of Registrant (2)(*3.3)
4.1 Certificate of Designation with respect to Series A Preferred Stock of
APG (1)(*4)
4.2 Certificate of Designation with respect to Series B Preferred Stock of
APG (3)(*4.2)
4.3 Form of warrant to purchase APG common stock. Pursuant to Item
601(b)(2) of Regulation S-K, APG agrees to furnish supplementally a
copy of any schedule or similar attachment to the Commission upon
request. (4)(*4.3)
10.1 Form of agreement evidencing grants of stock options by APG to various
PBT employees. These options, granted as of January 12, 2000, were for
a total of 1,807,000 shares and were granted in partial satisfaction of
the requirement to issue options for 2,325,000 shares of APG's common
stock in connection with the acquisition of an equity interest in PBT.
(4)(*10.2)
27.1 Financial Data Schedule
----------------------------------
(1) Incorporated by reference to the Quarterly Report on Form 10-QSB
filed for the period ended June 30, 1998
(2) Incorporated by reference to the Registration Statement on Form
SB-2 filed on December 16, 1998
(3) Incorporated by reference to the Quarterly Report on Form 10-QSB
filed for the period ended September 30, 1999
(4) Incorporated by reference to the Annual Report on Form 10-KSB for
the year ended December 31, 1999
(*) Exhibit Number of this document in original filing
(b) Reports on Form 8-K
APG did not file a Current Report on Form 8-K during the first quarter
of 2000.
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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.
AUTOMOTIVE PERFORMANCE GROUP, INC.
Date July 18, 2000 By /s/ DEAN M. WILLARD
--------------------- ------------------------------------------
Dean M. Willard
Chairman of the Board and
Chief Executive Officer
Date July 18, 2000 By /s/ GEORGE BARRAZA
--------------------- ------------------------------------------
George Barraza
Chief Financial Officer
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Index of Exhibits
3.1 Certificate of Incorporation of APG, as amended August 1998 (4)(*3.1)
3.2 Bylaws of Registrant (2)(*3.3)
4.1 Certificate of Designation with respect to Series A Preferred Stock of
APG (1)(*4)
4.2 Certificate of Designation with respect to Series B Preferred Stock of
APG (3)(*4.2)
4.3 Form of warrant to purchase APG common stock. Pursuant to Item
601(b)(2) of Regulation S-K, APG agrees to furnish supplementally a
copy of any schedule or similar attachment to the Commission upon
request. (4)(*4.3)
10.1 Form of agreement evidencing grants of stock options by APG to various
PBT employees. These options, granted as of January 12, 2000, were for
a total of 1,807,000 shares and were granted in partial satisfaction of
the requirement to issue options for 2,325,000 shares of APG's common
stock in connection with the acquisition of an equity interest in PBT.
(4)(*10.2)
27.1 Financial Data Schedule
----------------------------------
(1) Incorporated by reference to the Quarterly Report on Form 10-QSB
filed for the period ended June 30, 1998
(2) Incorporated by reference to the Registration Statement on Form
SB-2 filed on December 16, 1998
(3) Incorporated by reference to the Quarterly Report on Form 10-QSB
filed for the period ended September 30, 1999
(4) Incorporated by reference to the Annual Report on Form 10-KSB for
the year ended December 31, 1999
(*) Exhibit Number of this document in original filing
