U.S. 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 September 30, 1996
------------------
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from to
_________ ____________
Commission file number 0-5097
------
UNITED VANGUARD HOMES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-2032899
- --------------------------------- ------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
4 Cedar Swamp Road, Glen Cove, New York 11542
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)
(516) 759-1188
- --------------------------------------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
N/A
- --------------------------------------------------------------------------------
(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 / / No /X/
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: At September 30, 1996,
there were outstanding 2,240,950 shares of the Registrant's Common Stock, $.01
par value.
Transitional Small Business Disclosure Format:
Yes / / No /X/
<PAGE>
FORM 10-QSB
INDEX
PART I. FINANCIAL INFORMATION: Page No.
Consolidated Balance Sheets (Unaudited) -
Sept. 30 and March 31, 1996....................................4
Consolidated Statement of Earnings (Unaudited)
Three and Six Months Ended Sept. 30, 1996 and 1995 ...........5
Consolidated Statement of Stockholders' Deficiency (Unaudited)
Six Months Ended Sept. 30, 1996...............................6
Unaudited Consolidated Statement of Cash Flows
For the Six Months Ended Sept. 30, 1996 and 1995..............7
Notes to Unaudited Consolidated Financial Statements............8
Management's Discussion and Analysis
or Plan of Operation..........................................10
PART II. OTHER INFORMATION:
Exhibits and Reports on Form 8-K...............................12
Signatures.....................................................13
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
-3-
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
September 30, March 31,
CURRENT ASSETS 1996 1996
- -------------- ---- ----
<S> <C> <C>
Cash $697,952 $210,245
Accounts receivable, less allowance for doubtful
accounts of $40,000 in 1995 and 1996 483,933 413,539
Development fees and advances 77,000 270,864
Due from affiliates, net 168,892 658,717
Prepaid expenses and other 702,865 274,654
--------- ----------
Total current assets 2,130,642 1,828,019
PROPERTY AND EQUIPMENT - NET 2,339,450 2,361,698
OTHER ASSETS
Development fees 773,155 575,017
Restricted assets 176,352 176,352
Deferred income taxes 974,400 981,000
Other assets 572,171 165,453
---------- ----------
2,496,078 1,897,822
---------- ----------
$6,966,170 $6,087,539
========== ==========
CURRENT LIABILITIES
Current portion of long-term debt $4,994,569 $626,043
Accounts payable 228,630 242,470
Accrued expenses 723,116 617,043
Income taxes payable 487,281 442,371
---------- ----------
Total Current Liabilities 6,433,596 1,927,927
RESIDENT SECURITY DEPOSITS 313,704 314,705
LONG-TERM DEBT, less current portion 1,846,437 7,172,982
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Preferred stock $.001 par value; 1,000,000
shares authorized; none issued and outstanding -- --
Common stock, $.01 par value; authorized,
14,000,000 shares; issued and outstanding,
1,827,778 shares and 2,240,950 shares in
March 31, 1996 and September 30, 1996, respectively 22,410 18,278
Additional paid-in capital 7,216,026 5,619,905
Accumulated deficit (8,866,003) (8,966,258)
---------- ----------
(1,627,567) (3,328,075)
---------- ----------
$6,966,170 $6,087,539
========== -=========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
4
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months For the six months
ended September 30, ended September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating Revenues:
Resident Services $1,273,472 $1,228,950 $2,521,231 $2,424,003
Health care services 672,805 686,474 1,316,820 1,311,462
Development fees 53,960 420,000 138,960 420,000
---------- ---------- ---------- ----------
2,000,237 2,335,424 3,977,011 4,155,465
Operating Expenses:
Residence operating expenses 1,494,188 1,471,940 2,975,415 2,860,741
General and administrative 154,131 94,238 308,143 162,572
Depreciation and amortiztion 68,356 85,396 137,956 218,552
Provision for loss on (Recovery of)
advances to affiliates 114,350 396,359 42,494 396,359
---------- ---------- ---------- ----------
1,831,025 2,047,933 3,464,008 3,638,224
Income from operations 169,212 287,491 513,003 517,241
Other Income (expense)
Interest expense, net (134,610) (170,065) (269,928) (347,582)
Other income 95,291 31,124 116,146 44,183
Debt conversion expense -- -- (156,466) --
Income before income taxes 129,893 148,550 202,755 213,842
Income Taxes 68,242 60,457 102,500 87,057
---------- ---------- ---------- ----------
NET INCOME $ 61,651 $ 88,093 $ 100,255 $ 126,785
========== ========== ========== ==========
Earnings per share $.04 $.08 $.06 $.11
Common shares and equivalents outstanding 1,700,266 1,158,118 1,698,791 1,158,118
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
5
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY
SIX MONTHS ENDED SEPTEMBER 30, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
Additional
Paid-in Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
<S> <C> <C> <C> <C> <C>
Balance, April 1, 1996 1,827,778 $18,278 $5,619,905 $(8,966,258) $(3,328,075)
Shares issued upon conversion
of debt 347,996 3,480 1,386,918 -- 1,390,398
Exercise of warrants 621,121 622 206,452 -- 207,074
Shares issued as compensation 3,000 30 2,751 -- 2,781
Net income for the six months
ended September 30, 1996 -- -- -- 100,255 100,255
--------- ------- --------- ------------ -----------
Balance, September 30, 1996 2,240,950 $22,410 $7,216,026 $(8,866,003) $(1,627,567)
========= ======= ========== ============ ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
6
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For The Six Months Ended September 30,
--------------------------------------
1996 1995
------ -----
<S> <C> <C>
Cash flows from operating activities
Net income $ 100,255 $ 126,785
Adjustments to reconcile net income to net cash
provided by (used in) operating activities
Depreciation and amortization 137,959 218,552
Common stock issued for services 2,781 --
Deferred income taxes 6,600 120,371
Debt Conversion expense 156,466 --
Changes in operating assets and liabilities
Accounts receivable, advances
and other receivables 593,095 (35,796)
Prepaid expenses and other (16,744) 65,362
Development fees (477,822) 1,598,482
Decrease in due to affiliates (100,000) --
Accounts payable (13,937) (23,670)
Accrued expenses 106,072 63,825
Income taxes payable 44,892 47,687
Resident security deposits (1,001) 8,633
---------- ------------
Net cash provided by operating activities 538,616 2,190,231
---------- ------------
Cash flows used in investing activities
Purchases of property and equipment (104,799) (37,367)
---------- ------------
Cash flows from financing activities
Proceeds from borrowings on mortgages
and notes payable 547,591 --
Principal repayments of mortgages
and notes payable (208,892) (84,312)
Proceeds from exercise of warrants 207,074 --
Increase in deferred offering costs (491,883) --
---------- ------------
Net cash used in financing activities (53,890) (84,312)
---------- ------------
NET INCREASE IN CASH 487,707 2,068,552
Cash, beginning of period 210,245 249,561
---------- -----------
Cash, end of period $ 697,952 $2,318,113
========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the year for
Interest $ 265,200 $ 334,292
========== ==========
Income taxes $ 51,000 $ - 0 -
========== ========--
</TABLE>
7
<PAGE>
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - BASIS OF PRESENTATION
The accompanying consolidated balance sheet as of September 30, 1996 and the
related consolidated statements of earnings and cash flows for the six month
periods ended September 30, 1996 and 1995 and the statement of stockholders'
deficiency for the six month period ended September 30, 1996 have been prepared
by the management of United Vanguard Homes, Inc. (the "Company") without audit.
In the opinion of management, all adjustments (which include only normal
recurring accrual adjustments) necessary to present fairly the financial
position and results of operations as of and for the six months ended September
30, 1996 have been made.
Certain information and footnote disclosures, normally included in financial
statements prepared in accordance with generally accepted accounting principles,
have been condensed or omitted. These financial statements should be read in
conjunction with the financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended March 31, 1996. The
results of operations for the period ended September 30, 1996 are not
necessarily indicative of the operating results expected for a full year.
NOTE B - STOCKHOLDERS' EQUITY
CONVERTIBLE DEBT
In March 1996, the Company offered the convertible mortgageholders and
noteholders the option to convert, through April 30, 1996, to shares of common
stock at a price of $3.75 instead of prices ranging from $6.67 through $7.22. In
April 1996, 347,996 common shares were issued in connection with the offer. As a
result of the offer, the Company issued 167,877 additional shares upon
conversion, the fair value of which, $156,466, has been recorded as debt
conversion expense in the accompanying consolidated statement of operations for
the six months ended September 30, 1996.
STOCK OPTION PLAN
In June 1996, the Company adopted the 1996 Outside Directors' Stock Option
Plan (the "Directors Plan"), which provides for the grant of options to purchase
common stock of the Company to nonemployee directors of the Company. The
Directors' Plan authorizes the issuance of a maximum of 90,000 shares of common
stock.
The Directors' Plan is administered by the Board of Directors. Under the
Directors' Plan, each nonemployee director elected after April 1, 1996 will
receive options for 3,000 shares of common stock upon election. To the extent
that shares of common stock remain available for the grant of options under the
Directors' Plan, each year on April 1, commencing April 1, 1997, each
nonemployee director will be granted an option to purchase 1,800 shares of
common stock. The exercise price per share for all options granted under the
Directors' Plan will be equal to the fair market value of the common stock as of
the date preceding the date of grant. All options vest in three equal annual
installments.
EMPLOYMENT AGREEMENTS
As of April 1, 1996, the Company entered into an employment agreement with
the Company's President and Chief Operating Officer pursuant to which an annual
base salary under the employment agreement is $100,000. In December 1995, the
President received a $25,000 cash bonus and the Company agreed to issue 9,000
shares of the Company's common stock fair valued at $5.55 per share. In June
1996, The President received a $25,000 cash bonus and 3,000 shares of the
Company's common stock fair valued at $.93 per share. An additional bonus of
$25,000 and 3,000 shares of the Company's common stock is payable on March 31,
1998, subject to continued employment.
8
<PAGE>
NOTE C - CONTINGENCIES
An affiliate of Vanguard Ventures, Inc. ("Vanguard"), the Company's
majority stockholder, was indebted under a first mortgage in the principal
amount of $4,081,000. The mortgage securing this loan provides that a default
under such loan is a default under each of the Company's Hillside Terrace and
Whitcomb Tower Mortgages. Therefore, a potential Vanguard default on this
affiliate's loan could result in the foreclosure of Hillside Terrace and
Whitcomb Tower.
Health care and senior living facilities are areas of extensive and
frequent regulatory change. Changes in the laws or new interpretations of
existing laws can have a significant effect on methods of doing business, costs
of doing business and amounts of reimbursement, from governmental and other
payors. The Company at all times attempts to comply with all applicable fraud
and abuse laws; however, there can be no assurance that administrative or
judicial interpretation of existing laws or regulations will not have a material
adverse effect on the Company's operations or financial conditions.
NOTE D - PROPOSED PUBLIC OFFERING
The Company has filed a Registration Statement on Form SB-2 (No. 33-80812)
for sale to the public of up to 2,070,000 shares of common stock and 2,070,000
common stock purchase warrants ("Warrants"), each warrant to purchase one-half
share of Common Stock (the "Common Stock Offering"). The Company has also filed
a Registration Statement on Form SB-2 (No. 333-09037) for sale to the public of
up to $14,375,000 aggregate amount Convertible Senior Secured Notes Due 2006
(the "Notes Offering," and, together with the Common Stock Offering, the
"Offerings"). The notes to be sold in the Notes Offering are to be convertible
into shares of common stock. The Company expects that the Offerings will
commence as soon as market conditions in the assisted living sector of the
public market improve.
The Company intends to use the net proceeds of the Offerings and available
lines of credit, together with cash flows from operations and private
placements, to finance its operations (including expenses of additional
personnel required as the Company's business grows) and future development
projects. The Company believes that existing cash balances, cash flow from
operations and available lines of credit, will be sufficient to meet its
liquidity and capital spending requirements for at least 12 months.
NOTE E - PROMISSORY NOTE
In August 1996, the Company received a $450,000 installment loan from the
Bank of New York. The Principal is payable in 36 equal installments plus
interest at prime plus 1 1/2.
9
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
SIX MONTHS ENDED 1996 VS. 1995
REVENUES
Net revenues of United Vanguard Homes, Inc. (the "Company") represent
gross consolidated revenues of the Company, less charitable and SSI discounts.
Net revenues decreased by $179,000, or 4%, from $4,156,000 in the 1995
period to $3,977,000 in the 1996 period. Approximately $281,000 of the decrease
represented development fees. Development fees can vary substantially from
quarter to quarter depending upon the number of projects in development, the
percentage of completion and, in certain instances, the project owner's
financial condition. Development fees are generally deferred in periods in which
the project owner's ability to remit such fees is uncertain. Resident and
healthcare services revenues increased by $102,000, or 3%, from $3,736,000 in
the 1995 period to $3,838,000 in the 1996 period. Resident and healthcare
services revenues increased as a result of higher rates as well as a slight
increase in occupancy rates.
RESIDENCE OPERATING EXPENSES
Residence operating expenses include all retirement and healthcare center
operating expenses, including, among other things, payroll and employments
costs, food, utilities, repairs and maintenance, insurance and property taxes.
Residence operating expenses increased by $115,000, or 4%, from $2,861,000
in the 1995 period to $2,976,000 in the 1996 period. During the 1996 period,
payroll costs increased by approximately $72,000 due to salary increases and
additional personnel. Further, in the 1996 period, $35,000 of additional
maintenance was performed at the Company's Michigan facilities as part of the
Company's refurbishment plan.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses include all marketing costs, as well as
the general and administrative expenses incurred at the Company's principal
executive offices. General and administrative expenses include, among other
things, administrative salaries, rent, utilities, insurance and related
expenses.
General and administrative expenses increased by $145,000, or 90%, from
$163,000 in the 1995 period to $308,000 in the 1996 period. The increase is
primarily attributable to increased administrative staff and salary increases.
PROVISION FOR RECOVERY ON ADVANCES TO AFFILIATES
Losses on advances to affiliates decreased by $354,000 in the 1995 period
to $43,000 in the 1996 period. The decrease is primarily attributable to the
Company's successful turn around efforts at the Whittier, an affiliate managed
by the Company, and by a reduction in operating cash requirements of other
affiliates.
INTEREST EXPENSE, NET
Interest expense, net, decreased by $78,000 or 22%, from $348,000, in the
1995 period to $279,000 in the 1996 period. The decrease is primarily
attributable to the conversion of $1,305,000 of debt to equity.
10
<PAGE>
DEBT CONVERSION EXPENSE
The Company offered its debtholders an inducement in the form of a
reduced conversion price on its then outstanding debt. As a result of such
inducement an aggregate of $1,305,000 of the Company's debt was converted into
347,996 shares of the Company's Common Stock effective April 1, 1996. As a
result of such inducement, the Company issued 167,877 additional shares upon
conversion, the fair value of which, $156,466, has been recorded as debt
conversion expense during the 1996 period.
INCOME TAXES
Income taxes increased by $15,000, or 18%, from $87,000 in the 1995 period
to $102,000 in the 1996 period. The increase in the effective tax rate from
40.7% in the 1995 period to 50.5% in the 1996 period is primarily due to the
non-deductibility of the debt conversion expense.
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1996 the Company's cash position was improved by $428,000
due to the August 1996 installment loan. Current liabilities were up $4,500,000,
primarily due to the reclassification of part of the Company's mortgage debt
from long-term to short-term. Mortgages on Hillside Terrace and the Whitcomb
Tower in the amount of $4,340,000 are due April 30, 1997. Failure to extend or
refinance these mortgages would have a material adverse effect on the the
Company. However, the Company anticipates that these mortgages will be extended
on a year-to-year basis as they have been for the last two years. In addition,
the Company is pursuing alternate permanent financing for these properties.
The Company has filed a Registration Statement on Form SB-2 (No.
33-80812) for sale to the public of up to 2,070,000 shares of Common Stock and
2,070,000 common stock purchase warrants ("Warrants"), each warrant to purchase
one-half share of Common Stock. The Company has also filed a Registration
Statement on Form SB-2 (No.333-09037) for sale to the public of up to
$14,375,000 aggregate amount of its Convertible Senior Secured Notes Due 2006
(the "Notes Offering," and, together with the Common Stock Offering, the
"Offerings"). The notes to be sold in the Notes Offering are to be convertible
into shares of Common Stock. The Company expects that the Offerings will
commence as soon as market conditions in the assisted living sector of the
public market improve.
The Company intends to use the net proceeds of the Offerings and
available lines of credit, together with cash flows from operations and private
placements, to finance its operations (including expenses of additional
personnel required as the Company's business grows) and future development
projects. The Company believes that existing cash balances, cash flow from
operations and available lines of credit, will be sufficient to meet its
liquidity and capital spending requirements for at least 12 months.
When used in Management's Discussion and Analysis or Plan of Operation, the
words "anticipate," "estimate" and similar expressions are intended to identify
forward-looking statements. These statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from those
projected, including reduced sales and increases in raw materials and production
costs.
THREE MONTHS 1996 VS. 1995
The principal reasons for the increases in operations for the three months
ended September 30, 1996 vs. 1995 are outlined in the discussion of the Six
Months Results. No material items which adversely affected liquidity and the
financial position occurred in the three-month period.
11
<PAGE>
PART II OTHER INFORMATION
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit 11, Computation of Earnings Per Share.
Exhibit 27, Financial Data Schedule.
(b) Report on 8-K
No reports on Form 8-K were filed during this period.
12
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
/S/ CARL G. PAFFENDORF
-----------------------------------------
Carl G. Paffendorf, Chairman of the Board
/S/ PAUL D'ANDREA
------------------------------------------
Paul D'Andrea, Vice President - Finance
Date: November 14, 1996
13
Exhibit 11
UNITED VANGUARD HOMES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Primary Earnings per Share
--------------------------
For the three months For the six months
ended September 30, ended September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings $ 61,651 $ 88,093 $ 100,255 $ 126,785
Shares:
Weighted average shares outstanding (1) 1,700,266 1,158,118 1,698,791 1,158,118
Dilutive stock options and warrants - - - -
----------- ----------- ----------- ----------
Weighted average common and
equivalent shares outstanding 1,700,266 1,158,118 1,698,791 1,158,118
----------- ----------- ----------- ----------
Primary earnings per share: $0.04 $0.08 $0.06 $0.11
=========== =========== =========== ==========
</TABLE>
<TABLE>
<CAPTION>
FULLY DILUTED EARNINGS PER SHARE
For the three months For the six months
ended September 30, ended September 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Earnings $ 61,651 $ 88,093 $ 100,255 $ 126,785
Net interest expense related to convertible debt 22,280 40,349 44,319 80,259
----------- ----------- ----------- ----------
Adjusted net earnings 83,931 128,442 144,574 207.044
----------- ----------- ----------- ----------
Shares:
Weighted average shares outstanding (1) 1,700,266 1,158,118 1,698,791 1,158,118
Dilutive stock options and warrants - - - -
Common shares issuable upon conversion 190,876 400,280 190,876 400,280
Weighted average common and equivalent shares
outstanding (1) 1,891,142 1,558,398 1,889,667 1,158,398
---------- ----------- ----------- -----------
Fully diluted earnings per share $0.04 $0.08 $0.08 $0.13
=========== =========== =========== ==========
</TABLE>
(1) Excluded from the weighted average shares outstanding are 540,684 common
shares to be held in escrow, for which the conditions for release are not
currently being met.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THIS STATEMENT.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE COMPANY'S FORM 10-QSB FOR THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> JUL-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 697,952
<SECURITIES> 0
<RECEIVABLES> 600,933
<ALLOWANCES> 40,000
<INVENTORY> 0
<CURRENT-ASSETS> 2,130,642
<PP&E> 5,993,592
<DEPRECIATION> 3,654,142
<TOTAL-ASSETS> 6,966,170
<CURRENT-LIABILITIES> 6,433,596
<BONDS> 1,846,437
0
0
<COMMON> 22,410
<OTHER-SE> (1,649,977)
<TOTAL-LIABILITY-AND-EQUITY> 6,966,170
<SALES> 0
<TOTAL-REVENUES> 2,000,237
<CGS> 0
<TOTAL-COSTS> 1,831,025
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 134,610
<INCOME-PRETAX> 129,893
<INCOME-TAX> 68,242
<INCOME-CONTINUING> 61,651
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 61,651
<EPS-PRIMARY> 0.04
<EPS-DILUTED> 0
</TABLE>
