<PAGE>
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 June 15, 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 1-6814
BIG V SUPERMARKETS, INC.
(Exact name of registrant as specified in its charter)
NEW YORK 14-1459448
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
176 North Main Street,
Florida, New York 10921
(Address of principal (Zip Code)
executive offices)
(914) 651-4411
(Registrant's telephone number, including area code)
Not applicable.
(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
------- --------
Shares of Common Stock outstanding as of July 13, 1996: 1,000 shares
This quarterly report on Form 10-Q is being filed voluntarily and shall not be
deemed to be subject to Section 18 of the Securities Exchange Act of 1934.
-1-
<PAGE>
BIG V SUPERMARKETS, INC.
FORM 10-Q FOR THE 12 WEEKS ENDED JUNE 15, 1996
INDEX
PART I
FINANCIAL INFORMATION
PAGE NO.
--------
Item 1. Financial Statements
Unaudited Consolidated Statements of Loss... 3
Unaudited Consolidated Balance Sheets....... 4
Unaudited Consolidated Statements of Cash
Flows................................... 5
Notes to Unaudited Consolidated Financial
Statements.............................. 6-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 8-12
PART II
OTHER INFORMATION
Item 1. Legal Proceedings........................... 13
Item 2. Changes in Securities....................... 13
Item 3. Defaults upon Senior Securities............. 13
Item 4. Submission of Matters to a Vote of Security
Holders.................................... 13
Item 5. Other Information.......................... 13
Item 6. Exhibits and Reports on Form 8-K........... 13
SIGNATURES.......................................... 14
-2-
<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF LOSS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Twelve For the Twelve For the Twenty-Four For the Twenty-Four
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
June 15, 1996 June 17, 1995 June 15, 1996 June 17, 1995
--------------------- --------------------- ----------------------- ----------------------
<S> <C> <C> <C> <C>
SALES $ 167,515,595 $ 179,959,054 $ 343,068,402 $ 354,343,349
--------------------- --------------------- ----------------------- ----------------------
COSTS AND EXPENSES:
Cost of sales (exclusive of
depreciation and amortization
shown separately below) 123,940,890 134,496,091 255,853,965 263,634,850
Selling, general and
administrative 34,812,091 36,204,781 70,723,935 73,779,908
Depreciation and amortization 4,164,898 4,507,025 8,332,668 8,785,647
Interest expense, net of
interest income of $33,401 and
$91,199 for the twelve week
periods and $110,899 and
$156,827 for the twenty-four
week periods ended June 15,
1996 and June 17, 1995,
respectively 5,733,621 6,302,695 11,490,551 12,561,829
--------------------- --------------------- ----------------------- ---------------------
Total costs and expenses 168,651,500 181,510,592 346,401,119 358,762,234
--------------------- --------------------- ----------------------- ----------------------
LOSS BEFORE INCOME TAXES (1,135,905) (1,551,538) (3,332,717) (4,418,885)
INCOME TAX BENEFIT (267,600) (284,700) (1,321,739) (1,424,100)
--------------------- --------------------- ----------------------- ----------------------
NET LOSS $ (868,305) $ (1,266,838) $ ( 2,010,978) $ (2,994,785)
===================== ===================== ======================= ======================
</TABLE>
See notes to unaudited consolidated financial statements.
-3-
<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 15, 1996 DECEMBER 30, 1995 (1)
ASSETS (UNAUDITED)
- ------ --------------- -----------------------
<S> <C> <C>
CURRENT ASSETS:
Cash $ 11,441,506 $ 11,683,235
Accounts receivable 10,667,824 12,157,940
Inventories 29,743,531 34,829,395
Refundable income taxes - 144,769
Prepaid expenses 2,603,658 3,171,729
--------------- -----------------------
Total current assets 54,456,519 61,987,068
PROPERTY AND EQUIPMENT - At cost, less
accumulated depreciation and
amortization of $65,067,705 at
June 15, 1996 and $60,587,083 at
December 30, 1995 73,287,813 88,974,347
GOODWILL - Less accumulated
amortization of $9,830,059 at
June 15, 1996 and $8,901,257 at
December 30, 1995 69,479,072 70,407,873
INVESTMENT IN WAKEFERN FOOD CORPORATION 10,945,872 11,634,287
WAKEFERN WAREHOUSE AGREEMENT - Less
accumulated amortization of
$5,648,335 at June 15, 1996 and
$5,171,011 at December 30, 1995 35,719,753 36,197,077
SALES PROCEEDS ESCROWED 2,048,281 -
OTHER 15,134,766 15,497,754
--------------- -----------------------
TOTAL ASSETS $ 261,072,076 $ 284,698,406
=============== =======================
LIABILITIES AND STOCKHOLDER'S DEFICIT
- -------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 32,117,358 $ 41,814,974
Accrued expenses and taxes other
than income taxes 14,633,326 15,073,966
Income taxes payable 405,231 -
Deferred income taxes 5,113,200 6,455,700
Current portion of long-term debt 10,369,635 9,691,548
Current portion of capitalized
lease obligations 378,725 328,427
--------------- -----------------------
Total current liabilities 63,017,475 73,364,615
--------------- -----------------------
OTHER LONG-TERM LIABILITIES 4,966,251 4,916,736
--------------- -----------------------
LONG-TERM DEBT - Less current portion 165,567,748 172,158,330
--------------- -----------------------
CAPITALIZED LEASE OBLIGATIONS - Less
current portion 39,091,173 44,773,557
--------------- -----------------------
DEFERRED INCOME TAXES 10,657,755 9,698,174
--------------- -----------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S DEFICIT
Common stock, par value, $1.00 per
share; authorized, 1,000 shares;
issued, 1,000 shares 1,000 1,000
Paid-in capital 8,799,389 8,803,731
Accumulated deficit (31,028,715) (29,017,737)
--------------- -----------------------
Total stockholder's deficit (22,228,326) (20,213,006)
--------------- -----------------------
TOTAL LIABILITIES AND STOCKHOLDER'S
DEFICIT $ 261,072,076 $ 284,698,406
=============== =======================
</TABLE>
(1) Taken from the audited consolidated financial statements for the year ended
December 30, 1995.
See notes to unaudited consolidated financial statements.
-4-
<PAGE>
BIG V SUPERMARKETS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the Twenty-Four For the Twenty-Four
Weeks Ended Weeks Ended
June 15, 1996 June 17, 1995
-------------------- ----------------------------
<S> <C> <C>
CASH BALANCE AT BEGINNING
OF PERIOD $ 11,683,235 $ 15,736,225
----------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss (2,010,978) (2,994,785)
Adjustments to reconcile
net loss to net cash used
in operating activities:
Depreciation and
amortization 8,332,668 8,785,647
Amortization of deferred
debt costs 538,338 553,064
Amortization of discount
on debt 7,843 97,248
Deferred income taxes (382,919) (1,424,100)
Non-cash rent expense 302,080 446,065
Non-cash gain on sale of
video equipment - (2,012)
Changes in assets and
liabilities:
Decrease (increase) in
inventories 2,487,824 (1,610,304)
Decrease in prepaid
expenses 289,360 1,064,963
Decrease (increase) in
accounts receivable 1,490,116 (286,081)
Decrease (increase) in
refundable income taxes 144,769 (92,133)
Increase in other assets (455,513) (767,955)
Decrease in accounts
payable (9,697,616) (73,758)
Decrease (increase) in
accrued expenses (761,417) 1,405,755
Increase in income taxes
payable 405,231 -
Decrease in other long
term liabilities (23,459) -
----------- -----------
Net cash provided by
operating activities 666,327 5,101,614
----------- -----------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisitions of property
and equipment (2,337,712) (7,105,773)
Proceeds from sale of
stores 6,703,814 150
----------- -----------
Net cash provided by
(used in) investing
activities 4,366,102 (7,105,623)
----------- -----------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Payments of long-term debt (5,149,366) (4,372,451)
Payments of capital lease
obligations (172,540) (150,532)
Proceeds of long-term
borrowings 52,090 4,000,000
Return of capital to
Holding (4,342) (976,588)
Capital contributions from
Holding - 785,220
------------ -----------
Net cash used in
financing activities (5,274,158) (714,351)
----------- -----------
NET DECREASE IN CASH (241,729) (2,718,360)
----------- -----------
CASH BALANCE AT END OF $ 11,441,506 $ $13,017,865
PERIOD =========== ===========
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION:
Cash paid during the
period for:
Interest $ 11,351,506 $ $12,142,234
Income taxes $ 20,719 $ $ 23,108
</TABLE>
During the period ended June 15, 1996, the Company's investment in Wakefern
and notes payable to Wakefern were reduced by $688,414 as a result of the sale
of stores.
During the period ended June 17, 1995, the Company's investment in Wakefern
and notes payable to Wakefern were reduced by $97,601 as a result of a store
closing. In addition, notes for $511,785 were entered into which increased the
investment in Wakefern.
See notes to unaudited consolidated financial statements
-5-
<PAGE>
BIG V SUPERMARKETS, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. Basis of Presentation
---------------------
The unaudited consolidated financial statements as of June 15, 1996, included
herein have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and rule 10-01 of Regulation S-X promulgated by the Securities and
Exchange Commission. The balance sheet at December 30, 1995, has been taken from
the audited financial statements as of that date. In the opinion of management,
all adjustments (consisting only of normal recurring adjustments) which are
necessary for a fair presentation of the results of operations for the period
have been made; however, these results are not necessarily indicative of the
results for the entire fiscal year. Certain financial information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted. Accordingly,
reference is made to the consolidated financial statements and notes thereto
included in the Company's annual report on Form 10-K for the year ended December
30, 1995.
2. Income Taxes
------------
Income taxes are based on the estimated effective tax rate expected to be
applicable for the full fiscal year in accordance with Accounting Standards
Board Opinion No. 28, "Interim Financial Reporting". The income tax benefit for
the year-to-date period ended June 15, 1996, includes a benefit of $351,439
resulting from a rate differential on a federal tax carryback.
3. Sale of Stores
--------------
On January 28, 1996, the Company sold the assets and assigned the leases of its
two Connecticut stores for approximately $8.7 million to the Wakefern Food
Corporation cooperative ("Wakefern"). Approximately $2.0 million of the
proceeds are being held in escrow until a discrepancy relating to an equipment
loan is resolved. Depending upon the resolution of such matter, the Company
estimates that the gain or loss from this transaction could range from a gain of
$76,000 to a loss of $200,000. At this time, the Company cannot determine the
ultimate outcome of such discrepancy. The $6.7 million of proceeds received
was used to reduce long-term debt and borrowings under the revolving
credit facility.
-6-
<PAGE>
4. Adoption of Accounting Standard
-------------------------------
Effective December 31, 1995, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of". This Statement establishes
accounting standards for the measurement of the impairment of long-lived
assets, certain identifiable intangibles and goodwill related to those assets.
This Statement requires that an asset to be held and used by an entity be
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. The Company's
long-lived assets are not impaired based on a review of such assets.
-7-
<PAGE>
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Basis of Presentation
The following discussion of the Company's financial condition and results
of operations should be read in conjunction with the unaudited financial
statements and notes thereto included elsewhere in this Form 10-Q.
<TABLE>
<CAPTION>
12 Weeks Ended 12 Weeks Ended 24 Weeks Ended 24 Weeks Ended
June 15, 1996 June 17, 1995 June 15, 1996 June 17, 1995
------------- ------------- ------------- -------------
(percentage of sales)
<S> <C> <C> <C> <C>
Income Statement Data:
Sales 100.0 100.0 100.0 100.0
Gross Profit 26.0 25.3 25.4 25.6
Selling, general and administrative 20.8 20.1 20.6 20.8
EBITDA(1) 5.9 4.9 5.2 4.7
Depreciation and amortization 2.5 2.5 2.4 2.5
Interest, net 3.4 3.5 3.4 3.5
--- --- --- ---
Loss before income taxes (0.7) (0.8) (1.0) (1.2)
Income tax benefit (0.2) (0.1) (0.4) (0.4)
----- ----- ----- -----
Net loss (0.5) (0.7) (0.6) (0.8)
===== ----- ----- -----
Other Data (in millions):
EBITDA $9.8 $8.9 $18.0 $16.8
==== ---- ----- -----
Net cash provided by operating
activities $4.9 $15.4 $0.7 $5.1
==== ----- ---- ----
Net cash provided by (used in)
investing activities $(1.6) $(4.5) $4.4 $(7.1)
===== ===== ==== =====
Net cash used in financing activities $(3.0) $(8.6) $(5.3) $(0.7)
===== ===== ==== =====
</TABLE>
__________
(1) EBITDA represents net earnings before interest expense, depreciation and
amortization, including non-cash losses on sale of property, plant and
equipment, income taxes and LIFO provision/credit. EBITDA is a widely accepted
financial indicator of a company's ability to service and/or incur debt, and
also represents a primary debt covenant of the Company. Noncompliance with this
covenant would represent a default under the Company's debt agreements that
could subject the Company to debt acceleration if not waived or amended. EBITDA
should not be construed as an alternative to, or a better indicator of,
operating income (as determined in accordance with generally accepted accounting
principles) or to cash flows from operating activities (as determined in
accordance with generally accepted accounting principles) and should not be
construed as an indication of the Company's operating performance or as a
measure of liquidity.
-8-
<PAGE>
Results of Operations
12 and 24 Weeks Ended June 15, 1996 Compared to 12 and 24 Weeks Ended June 17,
1995
Sales
For the 12 and 24 week periods ended June 15, 1996, total sales were $168
million and $343 million, respectively. For the comparable periods ended June
17, 1995, total sales were $180 million and $354 million, respectively.
Total sales decreased 6.9% for the quarter ended June 15, 1996, as
compared to the prior year, while same store sales decreased .7%. Total sales
decreased 3.2% for the 24 weeks ended June 15, 1996, as compared to the prior
year period, while same store sales increased 2.3%.
The comparable 12 and 24 week periods decrease in total sales was due to
the sale of two Connecticut stores on January 28, 1996, and the conversion of
one ShopRite store to a warehouse format. The current quarter's same store sales
decrease of .7% was the result of an unusually cold and wet Spring and
competitive activity in certain of our markets. Reduced promotional spending was
the primary contributor to a reduced upward trend in same store sales
established in the first quarter.
Gross Margin
Gross margin increased .7% for the quarter ended June 15, 1996, and
decreased .2% for the 24 weeks ended June 15, 1996, from the comparable periods
of the prior year.
The margin improvement for the quarter was due principally to continued
improvement in product mix throughout the store, but particularly in the higher
margin pershible departments, reduced levels of stock loss and a general upward
pricing trend in our marketplace. This improvement was moderated by an increase
in the LIFO reserve for the quarter and by the loss of Wakefern's incremental
patronage rebate for the two Connecticut stores sold January 28, 1996. Margins
for the year-to-date period were impacted further by aggressive competitive
pricing strategies in the first quarter designed to increase sales.
-9-
<PAGE>
Selling, General and Administrative Expenses
Selling, general and administrative expenses were 20.8% of sales for the
12 week period ended June 15, 1996, and 20.1% of sales for the same period ended
June 17, 1995. The increase in the current quarter versus the comparable
quarter of last year was attributable to lower expenses spread over a reduced
sales base due to the disposition of the Connecticut stores.
The increase in selling, general and administrative expenses of 0.7% of
sales for the quarter compared to the prior year quarter was attributable to
increases in store labor (.1), union benefits (.3), repairs and maintenance
(.2), store occupancy costs (.2), advertising (.1) and a severance accrual (.2)
for salary and other benefits due to two former senior officers. These increases
were partially offset by increased display allowance income (.2) and decreased
preopening store costs and closed store costs (.2). Selling, general and
administrative expenses, as a percentage of sales, were 0.2% better for the 24
week period ended June 15, 1996, compared to the comparable period of the prior
year.
EBITDA
EBITDA increased 10.8% to $9.8 million for the 12 week period ended June
15, 1996, compared to $8.9 million for the comparable prior year period.
EBITDA increased 7.5% to $18.0 million for the 24 week period ended June
15, 1996, compared to $16.8 million for the comparable prior year period.
The EBITDA increase of 10.8% for the quarter as compared to the comparable
1995 quarter is primarily the result of the aforementioned increase in gross
margin. The EBITDA increase of 7.5% in the year-to-date period of 1996 compared
to 1995 was primarily the result of the aforementioned decrease in selling,
general and administrative expenses.
Depreciation and Amortization
Depreciation and amortization as a percentage of sales for the 12 and 24
week periods ended June 15, 1996, over the same periods of the prior year
remained constant. Expenses were lower due to the sale of the property and
equipment from the two Connecticut stores sold January 28, 1996, and this was
spread over a lower 1996 sales level.
-10-
<PAGE>
Interest, net
The decrease in net interest of 0.1% of sales, for the 12 and 24 week
periods ended June 15, 1996, over the same periods of the prior year, resulted
primarily from the decreased variable interest rates associated with the senior
bank term loans, paydowns of the senior bank term loans and lower average daily
borrowings under the senior bank revolving loans.
Net Loss
Net losses were $0.9 million and $2.0 million for the 12 and 24 weeks
ended June 15, 1996, respectively, as compared to the net losses of $1.3
million and $3.0 million for the same periods ended June 17, 1995, respectively.
The reduced net losses in the current quarter and year-to-date period compared
to the 1995 periods are attributable to the higher level of EBITDA and lower
levels of depreciation and amortization and interest, net.
Liquidity and Capital Resources
The Company's long-term debt (including current maturities and capital
lease obligations) at June 15, 1996, was approximately $215.4 million. All
mandatory principal payments required by the various debt agreements were
satisfied during the 12 and 24 week periods ended June 15, 1996.
The Company had a working capital ratio of approximately 0.9:1 at June 15,
1996, and 0.8:1 at December 30, 1995. The Company typically requires small
amounts of working capital since inventory is generally sold prior to the time
that payments to Wakefern and other suppliers are due. Therefore, cash provided
from operations is frequently used for non-current purposes such as investing in
property and equipment and financing activities.
Net cash provided by operating activities was $.7 million and $5.1
million for the 24 week periods ended June 15, 1996, and June 17, 1995,
respectively. The cash provided by operating activities during the current 24
week period was partially offset by a reduction in working capital.
Net cash provided by investing activities was $4.4 million for the 24 week
period ended June 15, 1996, as compared to net cash used in investing activities
of $7.1 million for the comparable period of the prior year. The increase in
net cash provided by investing activities during the current year was
principally due to the sale of the two Connecticut stores and a reduced level of
capital expenditures for the twenty-four week period.
-11-
<PAGE>
Net cash used in financing activities was $5.3 million and $.7 million for
the 24 week periods ended June 15, 1996, and June 17, 1995, respectively. The
net cash used in financing activities during the current year was primarily due
to the payments of long-term debt, including capitalized lease obligations.
During the 24 weeks ended June 15, 1996, the aggregate effect of net cash
provided by operating activities of $.7 million, net cash provided by investing
activities of $4.4 million and net cash used in financing activities of $5.3
million, resulted in a net decrease in cash of $0.2 million at June 15, 1996, as
compared to December 30, 1995.
For the 52 weeks ending December 28, 1996, the Company estimates that its
major uses of cash will be as follows: (i) cash interest payments (including
capitalized leases) of $25.0 million; (ii) capital expenditures of $13.0
million; and (iii) scheduled debt principal payments of $10.0 million (including
the non-recourse demand note payable solely from the proceeds of the sale of the
Company's Baldwin Place Shopping Center located in Somers, New York).
Management continues to believe that operating cash flow, together with
borrowings under the bank revolving credit facility and equipment financings,
will be sufficient to meet the Company's operating needs and scheduled capital
expenditures and will enable the Company to service its debt in accordance with
its terms.
The Bank Credit Agreement provides for a $26.0 million revolving credit
facility. There were no borrowings outstanding under the revolving credit
facility at June 15, 1996; however, $7.4 million was used from this facility
for letter of credit and bonding purposes. The Bank Credit Agreement also
requires that the Company maintain minimum levels of consolidated net worth,
EBITDA and fixed charge coverages, and maximum levels of capital expenditures
(each as defined in the Bank Credit Agreement). The Company was in full
compliance with all of its financial covenants as of June 15, 1996, and
management believes that the Company will remain in compliance for the next 12
months.
-12-
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 2. Changes in Securities
Not applicable.
Item 3. Defaults upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Not applicable.
(b) Reports on Form 8-K
Not applicable.
-13-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BIG V SUPERMARKETS, INC.
Date: July 30, 1996 /s/ James A. Toopes, Jr.
------------------------------------
James A. Toopes, Jr., Executive Vice
President-Finance, Administration
and Corporate Development
Date: July 30, 1996 /s/ John Onufer, Jr.
------------------------------------
John Onufer, Jr., Vice President-
Controller
-14-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-28-1996
<PERIOD-START> DEC-31-1995
<PERIOD-END> JUN-15-1996
<CASH> 11,441,506
<SECURITIES> 0
<RECEIVABLES> 10,667,824
<ALLOWANCES> 0
<INVENTORY> 29,743,531
<CURRENT-ASSETS> 54,456,519
<PP&E> 138,355,518
<DEPRECIATION> 65,067,705
<TOTAL-ASSETS> 261,072,076
<CURRENT-LIABILITIES> 63,017,475
<BONDS> 165,567,748
0
0
<COMMON> 1,000
<OTHER-SE> (22,229,326)
<TOTAL-LIABILITY-AND-EQUITY> 261,072,076
<SALES> 343,068,402
<TOTAL-REVENUES> 343,068,402
<CGS> 255,853,965
<TOTAL-COSTS> 255,853,965
<OTHER-EXPENSES> 8,332,668
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11,490,551
<INCOME-PRETAX> (3,332,717)
<INCOME-TAX> (1,321,739)
<INCOME-CONTINUING> (2,010,978)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,010,978)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
