UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 28, 1998
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: 2-62681
GOLD KIST INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-0255560
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
244 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (770) 393-
5000
N/A
(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
GOLD KIST INC.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
March 28, 1998 and June 28, 1997 . . . . 1
Consolidated Statements of Operations -
Three Months and Nine Months Ended
March 28, 1998 and March 29, 1997 . . . . 2
Consolidated Statements of Cash Flows -
Nine Months Ended March 28, 1998
and March 29, 1997 . . . . . . . . . . . 3
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . . . 4 - 5
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial
Condition . . . . . . . . . . . . . . . . 6 - 9
Part II. Other Information
Item 6. Exhibits and reports on Form 8-K . . . . . 10
<TABLE>
Page 1
Item 1. Financial GOLD KIST INC.
Statements CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
(Unaudited)
<CAPTION>
March 28, June 28,
1998 1997
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 11,973 17,921
Receivables, principally trade,
including notes receivable of $43,765
at March 28, 1998 and $73,157 at
June 28, 1997, less allowance for
doubtful accounts of $12,108 at
March 28, 1998 and $8,836 at
June 28, 1997 215,436 250,359
Inventories (note 3) 379,442 295,977
Commodities margin deposits 6,492 56,570
Other current assets 52,094 23,692
Total current assets 665,437 644,519
Investments 129,667 132,683
Property, plant and equipment, net 309,962 295,174
Other assets (note 5) 92,339 47,460
$1,197,405 1,119,836
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and current maturities of
long-term debt:
Short-term borrowings $ 132,000 178,900
Subordinated loan certificates 37,332 36,466
Current maturities of long-term debt 16,798 15,188
186,130 230,554
Accounts payable 154,037 149,347
Accrued compensation and related expenses 29,332 30,761
Interest left on deposit 11,625 11,396
Other current liabilities 14,210 13,192
Total current liabilities 395,334 435,250
Long-term debt, excluding current maturities 487,268 256,039
Accrued postretirement benefit costs 47,522 43,683
Other liabilities 11,044 10,331
Total liabilities 941,168 745,303
Minority interest - 28,458
Patrons' and other equity:
Common stock, $1.00 par value - Authorized
500 shares; issued and outstanding 32 at
March 28, 1998 and June 28, 1997 32 32
Patronage reserves 198,759 203,988
Unrealized gain on marketable equity
security (net of deferred income taxes
of $16,666 at March 28, 1998 and
$17,634 at June 28, 1997) 30,951 32,749
Retained earnings 26,495 109,306
Total patrons' and other equity 256,237 346,075
$1,197,405 1,119,836
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
Page 2
GOLD KIST INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
Mar. 28, Mar. 29, Mar. 28, Mar. 29,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales volume $594,838 577,456 1,687,027 1,634,579
Cost of sales 559,817 530,062 1,672,516 1,497,283
Gross margins 35,021 47,394 14,511 137,296
Distribution, administrative
and general expenses 45,541 41,827 131,456 125,587
Net operating margins (loss) (10,520) 5,567 (116,945) 11,709
Other income (deductions):
Interest income 1,974 1,849 8,595 7,736
Interest expense (13,272) (6,545) (31,928) (19,040)
Equity in earnings of
partnership (note 4) 816 1,035 2,048 2,077
Miscellaneous, net 397 290 6,525 1,667
Total other deductions (10,085) (3,371) (14,760) (7,560)
Margins (loss) before income
taxes and minority interest (20,605) 2,196 (131,705) 4,149
Income tax expense(benefit) (7,678) 932 (47,080) 1,206
Margins (loss) before
minority interest (12,927) 1,264 (84,625) 2,943
Minority interest - (71) - (1,823)
Net margins (loss) $(12,927) 1,193 (84,625) 1,120
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
Page 3
GOLD KIST INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
Nine Months Ended
Mar. 28, Mar. 29,
1998 1997
<S> <C> <C>
Cash flows from operating activities:
Net margins (loss) $(84,625) 1,120
Non-cash items included in net margins (loss):
Depreciation and amortization 32,357 29,459
Equity in earnings of partnership (2,048) (2,077)
Patronage refunds from other cooperatives (2,453) (5,642)
Minority interest - 1,823
Deferred income tax expense (benefit) (1,245) 177
Other 219 5,849
Changes in operating assets and liabilities:
Receivables 34,923 44,306
Inventories (83,465) (72,286)
Commodities margin deposits 50,078 14,917
Other current assets (42,638) (1,718)
Accounts payable and accrued expenses 4,279 12,299
Interest left on deposit 229 1,181
Net cash provided by (used in)
operating activities (94,389) 29,408
Cash flows from investing activities:
Acquisition of subsidiary minority interest (53,104) -
Acquisitions of property, plant and equipment (47,499) (58,958)
Other, net 5,653 92
Net cash used in investing activities (94,950) (58,866)
Cash flows from financing activities:
Short-term borrowings (repayments), net (46,034) 29,865
Proceeds from long-term debt 285,200 70,661
Principal payments of long-term debt (52,361) (46,703)
Patronage refunds and other equity paid in cash (3,414) (29,205)
Net cash provided by financing activities 183,391 24,618
Net change in cash and cash equivalents (5,948) (4,840)
Cash and cash equivalents at beginning of period 17,921 20,562
Cash and cash equivalents at end of period $ 11,973 15,722
Supplemental disclosure of cash flow data:
Cash paid during the periods for:
Interest (net of amounts capitalized) $ 27,952 17,939
Income taxes $ - 9,967
See Accompanying Notes to Consolidated Financial Statements.
</TABLE>
Page 4
GOLD KIST INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands)
(Unaudited)
1. The accompanying unaudited consolidated financial statements
reflect the accounts of Gold Kist Inc. and its subsidiaries
("Gold Kist" or the "Association"). These consolidated
financial statements should be read in conjunction with
Management's Discussion and Analysis of Consolidated Results
of Operations and Financial Condition and the Notes to
Consolidated Financial Statements on pages 13 through 17 and
pages 22 through 39, respectively, of Gold Kist's Annual
Report in the previously filed Form 10-K for the year ended
June 28, 1997.
2. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to
present fairly the financial position, the results of
operations, and the cash flows. All significant
intercompany balances and transactions have been eliminated
in consolidation. Results of operations for interim periods
are not necessarily indicative of results for the entire
year.
3. Inventories consist of the following:
<TABLE>
<CAPTION>
Mar. 28, 1998 June 28, 1997
<S> <C> <C>
Merchandise for sale $119,835 86,810
Live poultry and hogs 92,104 101,579
Marketable products - poultry 42,690 35,814
Marketable products - cotton 84,277 27,442
Raw materials, supplies and other 40,536 44,332
$379,442 295,977
</TABLE>
4. Gold Kist has a 33% interest in Golden Peanut Company, a
Georgia general partnership. Gold Kist's investment in the
partnership was $20.4 million at March 28, 1998 and $24.1
million at June 28, 1997. In July 1997, the Association
received a distribution of $5.8 million from the
partnership.
Summarized operating statement information of Golden Peanut
Company is shown below:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Mar. 31, Mar. 31, Mar. 31, Mar. 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales and other
operating income $105,372 89,636 275,027 292,942
Costs and expenses 102,929 86,375 268,884 286,838
Net earnings $ 2,443 3,261 6,143 6,104
</TABLE>
Page 5
GOLD KIST INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Amounts in Thousands)
(Unaudited)
5. In January 1997, the Gold Kist Board of Directors adopted a
resolution authorizing the Association's officers to
negotiate with Golden Poultry Company, Inc. to pursue a
transaction in which Gold Kist would acquire all of the
shares of Golden Poultry Company's common stock not
currently owned by Gold Kist. Gold Kist owned 10,901,802
shares or 75% of Golden Poultry's 14,628,435 outstanding
shares. The negotiations were completed and an Agreement
and Plan of Merger executed in April 1997 (the "Merger
Agreement"), among Gold Kist, Golden Poultry Company, Inc.,
Agri International, Inc. and Golden Poultry Acquisition
Corp.
Pursuant to the Merger Agreement, Gold Kist agreed to pay
$14.25 per share in cash for each outstanding share of
common stock not already beneficially owned by Gold Kist.
The Merger Agreement was approved by the Boards of Directors
of the Association and Golden Poultry Company, Inc. and was
approved by a majority of the owners of the Golden Poultry
common stock not owned by Gold Kist at a Special Meeting of
Shareholders on September 5, 1997. The merger became
effective on September 8, 1997. The cost to acquire the
outstanding shares and the estimated fees and expenses
incurred in connection with the merger were approximately
$55.1 million. The acquisition of the minority interest was
accounted for using the purchase method of accounting. The
cost in excess over the net assets acquired was $24.7
million, which is being amortized over 20 years.
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net Sales Volume
The Association's net sales volume of $594.8 million for the
three month period ended March 28, 1998 increased 3.0% as
compared to the same period a year ago. Net sales volume for the
nine months ended March 28, 1998 increased 3.2% or $52.4 million
as compared to the nine months ended March 29, 1997. The overall
increase in net sales volume for these periods was primarily due
to growth in the Association's cotton procurement and marketing
operations.
The Poultry segment's net sales volume of approximately $404.0
million for the quarter ended March 28, 1998 increased slightly
as compared to the same quarter last fiscal year. Poultry
average selling prices for the three months ended March 28, 1998
declined approximately 2.1% as compared to the same period a year
ago. The impact of the decline in market prices on net sales
volume was partially offset by an increase in pounds of poultry
sold. The Poultry segment's net sales volume for the nine months
ended March 28, 1998 was $1.2 billion, which represented a slight
increase over the comparable period a year ago. For the nine
months ended March 28, 1998, average selling prices were 3.8%
lower than in the comparable period a year ago. However, pounds
of poultry sold for the current nine month period increased
approximately 4.3% as compared to the nine months ended March 29,
1997. The decline in broiler market prices is attributable to
excess industry supply, an increase in pork and beef supplies and
instability in the Southeast Asia markets.
Net sales volume in the Agri-Services segment of $190.8 million
for the three months ended March 28, 1998 increased approximately
4.6% as compared to the same period a year ago. Net sales volume
of $472.0 million for the nine months ended March 28, 1998
increased 11.0% as compared to the same period last fiscal year.
The Agri-Services segment's net sales increase for the three and
nine months ended March 28, 1998 reflected growth in cotton
procurement and marketing operations. Cotton division net sales
for the quarter ended March 28, 1998 were $88.4 million as
compared to $31.5 million for the comparable quarter last year.
Retail and wholesale sales of agricultural inputs declined
approximately 18.2% for the three months ended March 28, 1998 as
compared to the same period a year ago due to wet weather
conditions in the southeastern United States, a reduction in
spring plantings due to lower commodity prices and poor crop
yields last fall.
Net Operating Margins (Loss)
The Association had a net operating loss of $10.5 million for the
quarter ended March 28, 1998 as compared to net operating margins
of $5.6 million for the quarter ended March 29, 1997. For the
nine months ended March 28, 1998, the Association's net operating
loss was $116.9 million as compared to net margins of $11.7
million during the nine months ended March 29, 1997. The net
operating loss for the three and nine months ended March 28, 1998
was primarily the result of high poultry production costs
associated with
Page 7
the Association's forward purchasing and commodity trading
activities, as well as lower market prices for poultry products.
Poultry, pork and commercial animal feed product costs for the
three and nine months ended March 28, 1998 reflected losses
realized on futures and options transactions totaling $1.9
million and $86.1 million, respectively. Also, lower Agri-
Services net sales volume contributed significantly to the net
operating losses for the periods presented.
The Poultry segment had a net operating loss of $5.4 million for
the three months ended March 28, 1998 as compared to net
operating margins of $4.0 million in the same period last fiscal
year. The 2.0% decline in average selling prices contributed to
the net operating loss. Feed ingredient costs for the three
months ended March 28, 1998 declined 3.4% as compared to the same
period a year ago due to lower cash commodity prices for corn and
soybean meal. For the nine months ended March 28, 1998, the
Poultry segment reported an $83.3 million net operating loss as
compared to net operating margins of $22.8 million in the same
period a year ago. The net operating loss for the current nine
months reflected the increase in feed ingredient costs discussed
above.
The Agri-Services segment had a net operating loss of
approximately $2.6 million for the quarter ended March 28, 1998,
as compared to a $12.5 million net operating margin for the same
quarter a year ago. The Agri-Services segment's net operating
loss for the quarter ended March 28, 1998 was primarily
attributable to losses in cotton ginning and marketing
activities, as well as retail store losses due primarily to
inclement weather conditions. The Association's fertilizer
division recorded a $3.7 million patronage refund from a
fertilizer cooperative as a reduction in cost of sales in the
quarter ended March 28, 1998. This compared to a patronage
refund of $10.1 million recorded in the quarter ended March 29,
1997. High commercial animal feed production costs contributed
to the overall increase in the Agri-Services segment's net
operating loss. The Agri-Services segment's net loss for the
nine months ended March 28, 1998 was $24.5 million as compared to
$2.2 million in the comparable period last year.
Other Income (Deductions)
Interest income was approximately $2.0 million for the quarter
ended March 28, 1998 as compared to $1.8 million for the same
quarter a year ago. Interest expense for the three months ended
March 28, 1998 increased to $13.3 million as a result of
increased average borrowings necessary to support additional net
sales volume and to fund net losses. Also, interest expense for
the three and nine months ended March 28, 1998 reflected
borrowings to fund the acquisition of Golden Poultry common stock
(see Note 5 of Notes to Consolidated Financial Statements).
Equity in earnings of partnership of approximately $2.0 million
represented the Association's pro rata share of Golden Peanut
Company's earnings for the nine months ended March 28, 1998.
Miscellaneous, net was $397,000 for the quarter ended March 28,
1998 as compared to $290,000 for the quarter ended March 29,
1997. Miscellaneous, net for the three months ended March 28,
1998 includes patronage refunds from other cooperatives and other
dividends of $277,000. Miscellaneous, net includes the
Association's $60,000 pro rata share in the loss of a
partially-owned foreign affiliate whose principal business
activities
Page 8
include the marketing, purchasing and resale of edible peanuts.
For the quarter ended March 28, 1998, miscellaneous, net
reflected a $131,000 loss from its ownership interest in a pecan
processing and marketing company. Miscellaneous, net includes a
$327,000 loss for the quarter ended March 28, 1998, representing
the Association's pro rata share of the loss of a partially-owned
affiliate whose principal business activities include the
manufacture and sale of fertilizer ingredients. Rental income of
$533,000 was included in miscellaneous, net for the quarter ended
March 28, 1998.
For the nine months ended March 28, 1998, miscellaneous, net was
$6.5 million as compared to $1.7 million for the same period a
year ago. The increase reflects income of $2.0 million related
to a poultry grower agreement and an increase in gains on sales
of assets. Miscellaneous, net for the nine months ended March
29, 1997 reflects a $1.0 million loss on the purchase of
subsidiary common stock.
LIQUIDITY AND CAPITAL RESOURCES
The Association's liquidity is dependent upon funds from
operations and external sources of financing. The principal
sources of external short-term financing are proceeds from the
continuous offering of Subordinated Loan Certificates and a
committed credit facility with a group of banks. During the
quarter ended September 27, 1997, the Association established a
$50 million term loan with an agricultural credit bank. In
December 1997, the Association established a $440 million
committed credit facility with eight commercial banks that
includes a $132 million revolving credit commitment, a $132
million 364-day line of credit commitment and a $176 million term
loan. Due to higher-than-expected net losses sustained in the
six months ended December 27, 1997, the Association was in
violation of certain financial covenants associated with these
facilities and received waivers of these covenants in connection
with a restructuring of the credit facilities. The restructured
credit facilities will result in increased borrowing costs and
are secured with substantially all of the Association's assets.
The restructured revolving credit and term facilities have
three-year terms and limit the availability of short-term and
long-term financing.
Working capital and the current ratio were $270.1 million and
1.68 to 1, respectively, at March 28, 1998, as compared to $209.3
million and 1.48 to 1, respectively, at June 28, 1997. The terms
of the restructured facilities require a ratio of current assets
to current liabilities of not less than 1.25:1, the ratio of
funded debt to total capitalization not to exceed 70% and the
Association must maintain a minimum tangible net worth of $240
million. Additionally, the terms of the agreements place
limitations on capital spending, patronage refunds, redemptions
of patrons' equity and the use of forward contracts and commodity
derivatives. The Association is required to apply excess cash
flow to the three-year term loan. At March 28, 1998, the
Association's current ratio and funded debt to capitalization,
determined under the loan agreements, were 1.68:1 and 66%,
respectively.
At March 28, 1998, the Association had unused loan commitments of
$79.2 million. The primary sources of external long-term
financing are proceeds from the continuous offering of
Subordinated Capital Certificates of Interest and a revolving
credit facility.
Page 9
Patrons equity at March 28, 1998 was $256.2 million as compared
to $346.1 million at June 28, 1997. The decline in patrons'
equity was due to the $84.6 million net loss for the nine months
ended March 28, 1998 and to a lesser extent, redemptions of
patrons' equity. In addition to the net operating loss for the
nine months ended March 28, 1998, net cash used in operating
activities reflected the increase in cotton inventories
associated with the 1997 harvest, as well as seasonal increases
in retail inventories of crop production inputs. These factors
were partially offset by the seasonal decrease in Agri-Services
segment receivables.
In September 1997, the Association acquired the remaining 3.7
million shares of Golden Poultry Company, Inc. common stock that
it did not already own. The cost to acquire the outstanding
shares and the fees and expenses incurred in connection with the
merger were approximately $55.1 million. Other uses of cash
included expenditures for the acquisition of property, plant and
equipment of $47.5 million, repayments of long-term debt, and
other equity payments. These items were substantially funded by
borrowings of $285.2 million.
The Association plans capital expenditures of approximately $61.0
million in 1998 and $34.0 million in 1999 that primarily include
expenditures for expansion and technological advances in poultry
production and processing and to a lesser extent, Agri-Services
segment improvements. In addition, planned capital expenditures
include other asset improvements and necessary replacements.
Management intends to finance planned capital expenditures with
borrowings available under existing credit facilities. In 1998,
management expects cash expenditures to approximate $4.0 million
for equity distributions. The Association believes cash expected
to be provided from operations, in addition to borrowings
available under existing credit arrangements and proceeds from
the sale of Subordinated Capital Certificates of Interest, will
be sufficient to maintain cash flows adequate for the
Association's operational objectives.
FUTURE ACCOUNTING REQUIREMENTS
In June 1997, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income," and SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related
Information." These new standards become effective for fiscal
years beginning after December 15, 1997. The Association will
begin reporting comprehensive income in compliance with SFAS No.
130 beginning with the quarter ending September 26, 1998, while
reporting under SFAS No. 131 initially will be presented in the
consolidated financial statements for fiscal 1999. While the
Association is evaluating the criteria of SFAS No. 131 as they
apply to its operations, the Association does not anticipate
significant changes to its reportable segments. Both of the
statements require additional reporting and expanded disclosures,
but will have no effect on the Association's results of
operations, financial position, capital resources or liquidity.
In February 1998, the FASB issued SFAS No. 132, "Employers'
Disclosure about Pension and Other Postretirement Benefits" that
revised disclosure requirements for pension and other
postretirement benefits. It does not affect the measurement of
the expense of the Association's pension and other postretirement
benefits. The disclosure requirements of the standard will be
reflected in the Association's 1999 consolidated financial
statements.
Page 10
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
Designation of Exhibit
in this Report Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K. Gold Kist has not filed any
reports on Form 8-K during the three months ended
March 28, 1998.
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.
GOLD KIST INC.
(Registrant)
Date May 12,1998
Gaylord O. Coan
Chief Executive Officer
(Principal Executive Officer)
Date May 12, 1998
Peter J. Gibbons
Vice President, Finance
(Chief Financial Officer)
Page 10
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
Designation of Exhibit
in this Report Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K. Gold Kist has not filed any
reports on Form 8-K during the three months ended
March 28, 1998.
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.
GOLD KIST INC.
(Registrant)
Date May 12, 1998 /s/ Gaylord O. Coan
Gaylord O. Coan
Chief Executive Officer
(Principal Executive Officer)
Date May 12, 1998 /s/ Peter J. Gibbons
Peter J. Gibbons
Vice President, Finance
(Chief Financial Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE>5
<MULTIPLIER>1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-27-1998
<PERIOD-END> MAR-28-1998
<CASH> 11,973
<SECURITIES> 0
<RECEIVABLES> 227,544
<ALLOWANCES> 12,108
<INVENTORY> 379,442
<CURRENT-ASSETS> 665,437
<PP&E> 709,349
<DEPRECIATION> 399,387
<TOTAL-ASSETS> 1,197,405
<CURRENT-LIABILITIES> 395,334
<BONDS> 487,268
0
0
<COMMON> 32
<OTHER-SE> 256,205
<TOTAL-LIABILITY-AND-EQUITY> 1,197,405
<SALES> 1,687,027
<TOTAL-REVENUES> 1,704,195
<CGS> 1,672,516
<TOTAL-COSTS> 1,672,516
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,400
<INTEREST-EXPENSE> 31,928
<INCOME-PRETAX> (131,705)
<INCOME-TAX> (47,080)
<INCOME-CONTINUING> (84,625)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (84,625)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>