UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 quarterly period ended April 3, 1999
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 33-57505
Roundy's, Inc.
(Exact name of registrant as specified in its charter)
Wisconsin 39-0854535
- ------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
23000 Roundy Drive, Pewaukee, Wisconsin 53072
- -------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(414) 547-7999
(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___
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at April 3, 1999
- ----------------------------- ----------------------------
Common Stock, $1.25 par value
Class A (Voting) 11,700 Shares
Class B (Non-voting) 1,160,014 Shares
ROUNDY'S, INC.
INDEX
------
Page No.
--------
PART I. Financial Informtion:
Consolidated Balance Sheets - 3
April 3, 1999 and January 2, 1999
Statements of Consolidated Earnings - 4
Thirteen Weeks Ended
April 3, 1999 and April 4, 1998
Statements of Consolidated Cash Flows - 5
Thirteen Weeks Ended April 3, 1999
and April 4, 1998
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of 8
Financial Condition and Results of
Operations
PART II. Other Information 13
SIGNATURES 14
PART I. FINANCIAL INFORMATION
-----------------------------
ROUNDY'S, INC. AND SUBSIDIARIES
===============================
CONSOLIDATED BALANCE SHEETS
April 3, 1999 to January 2, 1999
April 3, 1999 January 2,1999
(Unaudited) (Audited)
------------ --------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 67,734,600 $ 72,094,500
Notes and accounts receivable, less
allowance for losses, $5,663,900
and $6,361,600, respectively 88,803,800 78,489,000
Merchandise inventories 155,001,000 159,743,100
Prepaid expenses 3,661,400 5,347,000
Future income tax benefits 6,373,800 6,373,800
------------- --------------
Total Current Assets 321,574,600 322,047,400
------------- --------------
OTHER ASSETS:
Notes receivable, less allowance for
Losses, $6,015,000 10,719,500 11,013,000
Goodwill and other assets 9,944,000 10,140,600
Other real estate 4,081,300 4,081,300
Deferred income tax benefit 4,492,000 4,492,000
------------- --------------
Total Other Assets 29,236,800 29,726,900
------------- --------------
PROPERTY AND EQUIPMENT - Net 113,215,500 110,637,300
------------- --------------
$464,026,900 $462,411,600
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 21,159,700 $ 10,159,700
Accounts payable 161,762,900 165,801,200
Accrued expenses 61,792,500 56,924,600
Income taxes 3,650,400 4,418,600
------------- --------------
Total Current Liabilities 248,365,500 237,304,100
LONG-TERM DEBT, LESS CURRENT MATURITIES 61,090,500 73,298,100
OTHER LIABILITIES 17,089,600 16,998,100
------------- --------------
Total Liabilities 326,545,600 327,600,300
------------- --------------
REDEEMABLE CLASS B COMMON STOCK 9,007,700 9,007,700
------------- --------------
STOCKHOLDERS' EQUITY:
Common Stock:
Voting (Class A) 14,700 14,900
Non-Voting (Class B) 1,368,500 1,327,300
------------- --------------
Total Common Stock 1,383,200 1,342,200
Patronage dividends payable in common
Stock 4,060,000
Additional paid-in capital 35,465,300 31,582,600
Reinvested earnings 92,756,300 89,950,000
------------- --------------
Total 129,604,800 126,934,800
Less treasury stock, at cost 1,131,200 1,131,200
------------- --------------
Total Stockholders' Equity 128,473,600 125,803,600
------------- --------------
$464,026,900 $462,411,600
============= ==============
See Notes to Consolidated Financial Statements.
ROUNDY'S, INC. AND SUBSIDIARIES
===============================
STATEMENTS OF CONSOLIDATED EARNINGS
FOR THE THIRTEEN WEEKS ENDED
April 3, 1999 AND April 4, 1998
(UNAUDITED)
Thirteen Weeks Ended
April 3, 1999 April 4, 1998
-------------- --------------
REVENUES:
Net sales and service fees $650,613,800 $612,427,400
Other - net 1,028,000 1,247,100
------------ ------------
651,641,800 613,674,500
------------ ------------
COSTS AND EXPENSES:
Cost of sales 588,852,900 553,478,200
Operating and administrative 56,143,500 54,145,500
Interest 1,634,300 1,841,700
------------ ------------
646,630,700 609,465,400
------------ ------------
EARNINGS BEFORE INCOME TAXES 5,011,100 4,209,100
PROVISION FOR INCOME TAXES 2,042,000 1,715,200
------------ ------------
NET EARNINGS $ 2,969,100 $ 2,493,900
============ ============
See Notes to Consolidated Financial Statements.
ROUNDY'S, INC. AND SUBSIDIARIES
===============================
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE THIRTEEN WEEKS ENDED APRIL 3, 1999 AND APRIL 4, 1998
(UNAUDITED)
Thirteen Weeks Ended
April 3, 1999 April 4, 1998
------------- -------------
Cash Flows From Operating Activities:
Net earnings $ 2,969,100 $ 2,493,900
Adjustments to reconcile net earnings
To net cash provided by operating
Activities:
Depreciation and amortization 4,366,700 4,889,400
Allowance for losses 403,300 461,300
Loss/(Gain) on sale of assets 94,900 (141,000)
(Increase) Decrease in Operating Assets:
Accounts receivable (10,718,100) (296,400)
Merchandise inventories 4,742,100 (8,273,900)
Prepaid expenses 1,685,600 1,505,500
Other real estate 3,065,500
Goodwill and other assets (17,000) (35,600)
Increase(Decrease)in Operating Liabilities:
Accounts payable (4,038,300) 4,179,300
Accrued expenses 4,867,900 4,537,500
Income taxes (768,200) 1,334,400
Other liabilities 91,500 41,600
------------- -------------
Net cash flows provided by operating
Activities 3,679,500 13,761,500
------------- ------------
Cash Flows from Investing Activities:
Capital expenditures (7,248,600) (2,288,800)
Proceeds from sale of property and
equipment and other productive assets 422,400 363,500
Decrease in notes receivable 293,500 800,700
------------- -------------
Net cash flows used in
Investing activities (6,532,700) (1,124,600)
------------- -------------
Cash Flows from Financing Activities:
Reclass to current maturities and
principal payments of long-term debt (12,207,600) (1,206,800)
Increase in current maturities of
long-term debt 11,000,000
Proceeds from sale of common stock 11,800 59,100
Common stock purchased (310,900) (305,100)
------------- -------------
Net cash flows used by financing
activities (1,506,700) (1,452,800)
------------- -------------
Net (decrease)increase in cash and cash
equivalents (4,359,900) 11,184,100
Cash and cash equivalents,
beginning of period 72,094,500 52,366,900
------------- -------------
Cash and cash equivalents, end of period $67,734,600 $63,551,000
============= =============
Cash paid during the period: - Interest $ 1,215,600 $ 683,900
- Income Taxes 2,842,300 415,800
See Notes to Consolidated Financial Statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) In the opinion of the Company, the accompanying consolidated
financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary to present fairly the
consolidated financial position as of April 3, 1999, and
January 2, 1999 and the consolidated results of operations for
the thirteen weeks ended April 3, 1999 and April 4, 1998, and
changes in consolidated cash flows for the thirteen weeks ended
April 3, 1999 and April 4, 1998.
2) The consolidated results of operations for the thirteen weeks
ended April 3, 1999 and April 4, 1998 are not necessarily
indicative of the results to be expected for the full fiscal
year.
3) Earnings per share are not presented because they are not
deemed to be meaningful.
4) Class B common stock that is subject to redemption is reflected
outside of stockholders' equity. As of April 3, 1999 and
January 2, 1999, 78,464 shares were subject to redemption. The
Class B common stock subject to redemption is payable over a
five year period based upon the book value at the preceding
fiscal year end.
5) During fiscal 1998, fire destroyed the Evansville, Indiana
warehouse, inventory and equipment. The Division supplied frozen
food and meat products to Roundy's customers in the Southern Midwest
area. Discussions are in process with the insurance carrier
relating to the inventory, building and equipment and estimated
business interruption losses incurred.
Through April 3, 1999, cash advances aggregating $7.4 million
were received from the insurance carrier relative to (1) cover
the cost of the inventory destroyed in the fire ($4.1 million),
(2) a partial advance on the replacement cost of the destroyed
building and equipment ($3.0 million) and (3) to cover certain
costs of demolishing the building and removing debris from the
site ($0.3 million). The Company has also recorded an
insurance claim receivable for expenses directly related to
costs incurred in connection with this fire.
The Company elected to rebuild the facility on the existing
site and completed the project in January 1999 at a cost of
approximately $10.8 million. The new facility was fully
operational by January 30, 1999, again supplying frozen food
and meat products to Roundy's customers.
The Company is in negotiations with the insurance carrier
regarding an overall settlement of its claims--including
additional expenses, building, equipment and business
interruption. Due to the complexity of the claim, the Company
anticipates that the final settlement may require an extended
period of negotiation. However, Management believes that the
Company's insurance coverage was sufficient and that the final
settlement with its insurance carrier will not have a material
adverse impact on the Company's future financial statements.
6) On December 8, 1998, the Company purchased a grocery retailer
for approximately $4.6 million in cash. The results of this
operation have been included in the consolidated financial statements
since the date of the acquisition.
7) Segment Reporting. The Company and its subsidiaries sell and
distribute food and nonfood products that are typically found in
supermarkets. The Company's wholesale distribution segment sells to
both corporate and independently owned retail food stores, while the
retail segment sells directly to the consumer.
Gross Profit represents net sales, less cost of sales.
Identifiable assets are those used exclusively by that industry
segment. Corporate assets are principally cash and cash
equivalents, notes receivable, corporate office facilities and
equipment.
Thirteen Weeks Ended
April 3, 1999 April 4, 1998
------------- -------------
NET SALES:
Wholesale $628,654,600 $592,028,200
Retail 70,824,800 69,424,900
Eliminations (48,865,600) (49,025,700)
------------- -------------
TOTAL $650,613,800 $612,427,400
============= =============
GROSS PROFIT:
Wholesale $ 47,289,300 $ 45,071,500
Retail 15,255,700 14,656,100
Eliminations (784,100) (778,400)
------------- -------------
TOTAL $ 61,760,900 $ 58,949,200
============= =============
IDENTIFIABLE ASSETS
Wholesale $308,669,700 $300,462,500
Retail 52,854,100 57,576,100
Corporate 102,503,100 93,366,500
------------- -------------
TOTAL $464,026,900 $451,405,100
============= =============
DEPRECIATION AND AMORTIZATION
Wholesale $ 1,712,300 $ 2,303,300
Retail 1,085,600 1,133,400
Corporate 1,568,800 1,452,700
------------- -------------
TOTAL $ 4,366,700 $ 4,889,400
============= =============
CAPITAL EXPENDITURES
Wholesale $ 2,083,700 $ 858,100
Retail 239,200 42,300
Corporate 4,925,700 1,388,400
------------- -------------
TOTAL $ 7,248,600 $ 2,288,800
============= =============
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Results of Operations
- ---------------------
The following is Management's discussion and analysis of certain
significant factors, which have affected the Company's results of
operations during the periods included in the accompanying
statements of consolidated earnings.
A summary of the period to period changes in the principal items
included in the statements of consolidated earnings is shown below:
Comparison of
13 Weeks Ended April 3, 1999
and April 4, 1998
-----------------------------
Increase/<Decrease>
-----------------------------
Net sales and service fees $38,186,400 6.2%
Cost of sales 35,374,700 6.4
Operating and admin. expenses 1,998,000 3.7
Interest expense (207,400) (11.3)
Earnings before income taxes 802,000 19.1
Net sales and service fees increased approximately $38.2 million
during the first quarter of 1999 as compared to the first quarter of
1998. The loss of wholesale customers resulted in a decrease of
approximately $12.0 million. The closing or sale of four Company-
owned stores resulted in a decrease of approximately $8.5 million.
New Company-owned stores resulted in an increase of approximately
$5.2 million. Sales by existing Company-owned stores increased $4.8
million. Sales to new and existing wholesale customers increased
$48.7 million. This increase over the first quarter of 1998 is
partially due to the Easter Holiday being in the first quarter of
1999.
Cost of sales approximated 90.5% and 90.4% of net sales and service
fees for the thirteen weeks ended April 3, 1999 and April 4, 1998,
respectively.
Operating and administrative expenses approximated 8.6% and 8.8% of
net sales and service fees for the thirteen weeks ended April 3,
1999 and April 4, 1998, respectively.
Interest expense decreased primarily as a result of lower borrowing
levels during the quarter ended April 3, 1999 as compared to the
quarter ended April 4, 1998.
No patronage dividends have been accrued as of April 3, 1999. The
Company's By-Laws require that, to the extent permitted by the
Internal Revenue Code, patronage dividends be paid out of earnings
from business done with stockholder-customers in an amount which
will reduce net earnings of the Company to such amount as will
result in an eight percent increase in the book value of its common
stock.
The income tax rate used for calculating the provision for income
taxes for the interim periods was 40.7% in 1999 and 1998.
Liquidity and Capital Resources
- -------------------------------
The Company's current ratio decreased slightly from 1.36:1 at year-
end to 1.29:1 at April 3, 1999. The consolidated long-term debt to
equity ratio has decreased from 0.54:1 at January 2, 1999 to 0.44:1
at April 3, 1999, partially due to increased equity levels and
partially due to an $11.0 million reclass of long-term debt to
current maturities of long-term debt.
Stockholders' equity, including redeemable common stock, increased
approximately $2.7 million due to reinvested earnings of $3.0
million offset by common stock purchases of $0.3 million.
YEAR 2000
- ---------
Many computer software applications, hardware and equipment and
embedded systems identify dates using only the last two digits of
the year or contain inherent date limitations in their programming
language. These products may be unable to properly recognize or
handle dates before, in or after the year 2000, causing the
applications, equipment or systems to fail or produce incorrect
information. These potential problems are commonly referred to as
"Year 2000 Issues."
The Company relies primarily on computerized systems for
procurement, inventory control, sale and distribution of its
products. The Company also uses a number of computer software
programs, operating systems, and types of equipment with computer
chips in its internal operations, including its financial and
business systems, its distribution/warehouse, procurement and
control systems and administrative functions. To the extent that
these items contain source code or computer chips that are unable to
correctly handle the Year 2000 Issue, some level of modification or
possible replacement will be necessary.
State of Readiness
- ------------------
The Company had developed comprehensive plans to address the
possible impact of the Year 2000 Issue on operations throughout its
divisions. A Year 2000 Team has been organized to coordinate
activities necessary to assure that key automated systems and
related processes will remain functional through the Year 2000.
Progress is being monitored and reported to management and to the
Board of Directors on a periodic basis.
The Company's efforts to address the Year 2000 Issue can be
grouped into three major categories: information technology (IT)
systems, Non-IT systems, and third party relationships. Within each
category there are generally four phases: (i) assessment of the
extent of potential Year 2000 Issues and risk exposures, as well as
contingency planning; (ii) remediation or replacement of non-
compliant software or equipment; (iii) testing of remediated or
replaced software or equipment; and (iv) implementation of fully
tested compliant systems.
IT Systems. The Company has identified three IT systems it
considers most critical to its operations: (a) procurement,
including electronic data interchange (EDI) systems with product
suppliers; (b) warehouse management, order processing and
distribution systems; and (c) general control systems (which include
financial reporting, billing and collection, and other
administrative systems). The Company operates through several
divisions, some of which are farther along than others in
addressing Year 2000 Issues. While in certain instances the Company
may rely extensively upon representations of software vendors as to
Year 2000 compliance, the Company has generally adopted an approach
of thoroughly testing critical IT systems (using internal and
external resources) in order to satisfy itself as to Year 2000
compliance.
Non-IT Systems. The Company is in the process of reviewing all
of its communication systems (phone and data transmission systems),
fax machines, photocopiers, postage machines, elevators, HVAC
systems, security systems and other Non-IT systems for purposes of
determining whether Year 2000 Issues exist. When available, written
certifications of Year 2000 compliance for these systems will be
obtained. The Company's operations are, in part, dependent upon
embedded microprocessors in equipment used to physically sort,
store, and move inventory.
Status and Targeted Completion Date of IT and Non-IT System
Activities. In general, on an enterprise-wide basis, as of April 3,
1999, the Company has completed the approximate percentages of its
expected Year 2000 activities for its systems set forth in the
following table. These percentages are Management's estimates
derived largely from the percentage of anticipated expenditures that
has been spent through April 3, 1999. The table also shows the
targeted date for the substantial completion of each Year 2000
activity:
<TABLE>
<CAPTION>
Assessment Remediation Testing Implementation
---------- ----------- ------- --------------
System Percent Target Percent Target Percent Target Percent Target
Complete Comple- Complete Comple- Complete Comple- Complete Comple-
tion Date tion Date tion Date tion Date
------------------- ------------------- ------------------- -------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
IT
Systems:
Procurement 100% - 100% - 100% - 5% 7/99
Warehouse/
Distribution 100% - 100% - 95% 4/99 90% 7/99
Control
Systems 100% - 100% - 95% 4/99 90% 4/99
Non-IT System:
Office Systems 100% - 100% - 100% - 100% -
Facilities 100% - 100% - 100% - 100% -
Other Non
- - IT Systems 100% - n/a - n/a - 100% -
</TABLE>
Third Party Relationships. The Year 2000 Issue can have an
impact on the Company's ability to receive accurate and timely
deliveries from its suppliers. Efforts are being made to contact
all suppliers and service providers and coordinate appropriate
measures necessary to assure the continuation of product
deliveries and services. However, because there is a range of
alternative suppliers for essentially comparable products, which
the Company believes will reduce the impact of any disruptions in
its procurement systems, the Company is initially concentrating
on solving potential problems in its critical distribution
network to its customers. The Company is encouraging and
assisting its customers in their assessment of Year 2000 Issues
in order to help them avoid or minimize disruptions at the
customer level which would adversely impact the Company's ability
to distribute its products.
Overall Risk Assessment and Contingency Planning. The
Company's business depends upon its ability to deliver inventory
to its customers in a timely fashion. The Company believes that
the most reasonable likely worst case scenario associated with
the Year 2000 Issue is if, as a result of disruptions or
malfunctions, the Company is unable to process and deliver
customer orders consistent with the time-sensitive nature of this
process. The extent of such potential impact cannot be
determined with reliability at this time due, in large part, to
the lack of comprehensive information as to the Year 2000
readiness of the Company's business partners (which the Company
is attempting to assemble). The Company is developing
contingency plans designed to minimize the risk of such
disruptions. These contingency plans include the development of
backup procedures, identification of alternate suppliers, and the
establishment of processes designed to provide the Company with
adequate inventory and timely distribution to meet the needs of
its customers. The Company is working with key suppliers and
customers to develop action and contingency plans designed to
achieve a timely and accurate flow of inventory. These plans are
expected to be in place approximately July 1999.
Contingency plans for internal operating systems are
expected to be in place by June 1999.
Costs to Address the Year 2000 Issue. The Company estimates
total costs to be incurred to address the Year 2000 Issue will be
approximately $8.8 million, of which approximately $6.8 million
had been spent as of April 3, 1999. Of the total cost,
approximately $6.9 million (78%) will be spent on remediation and
testing, and approximately $1.3 million (15%) will be spent to
upgrade packaged software applications. Incremental costs,
including the costs of third-party contractors to modify existing
systems and internal costs, are expensed as incurred, with the
funds coming from the Company's general operations, and are
included in Other Operating and Administrative Expense.
The Company has deferred certain IT projects as a result of
its focus on Year 2000 issues; however, the deferrals are not expected
to have a material impact on the Company's business or financial
condition.
General. The Company believes it is taking reasonable steps
which, when fully implemented, will prevent major business
interruptions and will minimize the Company's risk of exposure to
liability to third parties due to the Year 2000 Issue. There can
be no assurance, however, that the Company will be successful in
its efforts. Further, the costs of the Company's efforts to
address the Year 2000 Issue and the dates on which the Company
believes it will complete the projects described above are based
upon management's best estimates. There also can be no assurance
that these estimates will prove to be accurate, and the actual
cost and progress on these projects could differ materially from
those currently anticipated. The reasonableness of the Company's
efforts, and the project time lines and budgets, were derived
based on information the Company believes to be reliable and by
making numerous assumptions regarding future events. Specific
factors that could cause actual results to differ include, but
are not limited to, (i) the Company's ability to assess,
remediate, test and implement all relevant computer hardware and
software and embedded technology, (ii) the Company's reliance on
third-party assurances and the variability of definitions of
"Year 2000 compliance" which may be used by such third parties,
and (iii) the adequacy of the Company's contingency plans, which
are dependent in part upon the involvement and cooperation of
third-parties over whom the Company has no control, and similar
uncertainties.
II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits - - None
(b) Reports on Form 8-K -- There were no reports on Form 8-K filed
during the thirteen weeks ended April 3, 1999.
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.
ROUNDY'S, INC.
(Registrant)
Date: May 14, 1999 ROBERT D. RANUS
---------------
Robert D. Ranus
Vice President and
Chief Financial Officer
(Principal Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ROUNDY'S,
INC. FORM 10-Q FOR THE QUARTER ENDING APRIL 3, 1999 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-END> APR-03-1999
<CASH> 67,734,600
<SECURITIES> 0
<RECEIVABLES> 88,803,800
<ALLOWANCES> 0
<INVENTORY> 155,001,000
<CURRENT-ASSETS> 321,574,600
<PP&E> 219,245,900
<DEPRECIATION> 106,030,400
<TOTAL-ASSETS> 464,026,900
<CURRENT-LIABILITIES> 248,365,500
<BONDS> 61,090,500
0
0
<COMMON> 1,383,200
<OTHER-SE> 127,090,400
<TOTAL-LIABILITY-AND-EQUITY> 464,026,900
<SALES> 650,613,800
<TOTAL-REVENUES> 651,641,800
<CGS> 588,852,900
<TOTAL-COSTS> 588,852,900
<OTHER-EXPENSES> 55,740,200
<LOSS-PROVISION> 403,300
<INTEREST-EXPENSE> 1,634,300
<INCOME-PRETAX> 5,011,100
<INCOME-TAX> 2,042,000
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,969,100
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
