FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED
MARCH 31, 1995
[ ] 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 1-8984
WEDGESTONE FINANCIAL
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-26950000
State or other jurisdiction of I.R.S./Employer Identification
incorporation or organization Number
5200 N. IRWINDALE AVENUE, SUITE 168, IRWINDALE, CALIFORNIA 91706
Address of registrant's principal executive offices
(818) 338-3555
Registrant's telephone number
Indicate by check mark whether the registrant has (1) 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 such shorter period that the registrant was
required to file such reports) and (2) has been subject to
filing requirements for the past 90 days.
[ X ] YES [ ] NO
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.
[ X ] YES [ ] NO
Shares of Beneficial Interest Outstanding as of May 12, 1995: 21,785,668
Special Income Shares Outstanding as of November 11, 1994: 565,406
<PAGE>
Wedgestone Financial
Index
Page
Part 1 Financial Information
Item 1 Financial Statements
Consolidated Balance Sheets - March 31, 1995 (unaudited) and
December 31, 1994 1.
Consolidated Statements of Operations (unaudited) for the Three
Months Ended March 31, 1995 and 1994 2.
Consolidated Statements of Shareholders' Equity (unaudited) for
The Three Months Ended March 31, 1995 and 1994 3.
Consolidated Statements of Cash Flows (unaudited) for the Three
Months Ended March 31, 1995 and 1994 4.
Notes to Unaudited Consolidated Financial Statements 5.
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8.
Part 2 Other Information
Item 1 Legal Proceedings 10.
Item 6 Exhibits and Reports on Form 8-K 10.
Signatures 11.
<PAGE>
<TABLE>
WEDGESTONE FINANCIAL AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1995 and DECEMBER 31, 1994
<CAPTION>
(Unaudited)
1995 1994
---- ----
<S> <C> <C>
ASSETS
Current Assets:
Cash ........................................................................... $ 92,861 $ 178,876
Accounts and other receivables -
(net of allowances of $356,445 and $202,077
in 1995 and 1994, respectively) (Note 1) .................................... 6,466,704 4,451,871
Inventories (Notes 1 and 2) .................................................... 4,913,850 3,610,135
Prepaid expenses and other assets .............................................. 223,171 194,018
Deferred income taxes .......................................................... 315,946 315,946
Total Current Assets ........................................................ 12,012,532 8,750,846
------------- -----------
Notes receivable - net (Note 1) ................................................ 1,137,235 650,000
Mortgage notes receivable - net (Note 1) ....................................... 84,132 84,874
Real estate acquired by foreclosure - net (Note 1) ............................. 992,076 964,766
Property, plant and equipment-net .............................................. 3,669,085 2,509,979
Goodwill ....................................................................... 206,367 217,268
Deferred income taxes .......................................................... 973,778 973,778
Other assets ................................................................... 1,367,577 239,148
------------- -----------
8,430,250 5,639,813
------------- -----------
$20,442,782 $14,390,659
============= ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Revolving and current portion of long-term debt (Note 1) $2,032,525 ............ $ 1,031,978
Accounts payable ............................................................... 3,736,014 2,974,419
Accrued payroll and related expenses ........................................... 419,952 399,730
Other accrued expenses ......................................................... 1,371,108 926,166
Total Current Liabilities ................................................... 7,559,599 5,332,293
------------- -----------
Long-term debt (Note 1) ........................................................ 8,946,051 5,676,021
Total liabilities ........................................................... 16,505,650 11,008,314
Commitments and contingencies .................................................. -- --
------------- -----------
16,505,650 11,008,314
Shareholders' Equity:
Special Income Shares-no par value:
authorized-613,928 shares; issued and
outstanding-565,406 ......................................................... -- --
Shares of Beneficial Interest-par value
$1.00 per share: authorized - unlimited shares;
issued and outstanding- 21,785,668 shares ................................... 21,785,668 20,385,668
Additional paid-in capital ..................................................... 31,396,420 32,376,419
Accumulated deficit ............................................................ (49,244,956) (49,379,742)
Total Shareholders' Equity .................................................. 3,937,132 3,382,345
------------- -----------
$20,442,782 $14,390,659
============= ===========
<FN>
See notes to consolidated financial statements .................................
</FN>
</TABLE>
1
<PAGE>
WEDGESTONE FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 and 1994
(Unaudited)
1995 1994
---- ----
Net sales ........................................ $12,043,171 $8,267,890
Cost of sales .................................... 8,447,348 5,906,376
----------- ----------
Gross profit ..................................... 3,595,823 2,361,514
Selling, general and administrative expenses ..... 3,087,836 2,033,651
----------- ----------
Operating income ................................. 507,987 327,863
Goodwill amortization ............................ 10,901 10,901
Interest expense ................................. 350,700 189,815
----------- ----------
Income before taxes .............................. 146,386 127,147
Provision for income taxes ....................... 11,600 72,322
----------- ----------
Net income ....................................... $ 134,786 $ 54,825
=========== ===========
Net income per share: (Note 1)
Shares of Beneficial Interest ................. $ 0.01 $ 0.00
=========== ===========
Special Income Shares ......................... -- --
=========== ===========
Weighted average number of shares outstanding:
Shares Of Beneficial Interest .................... 21,785,668 20,385,668
=========== ===========
Special Income Shares ............................ 565,406 565,406
=========== ===========
See notes to consolidated financial statements.
2
<PAGE>
<TABLE>
WEDGESTONE FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995 and 1994
(Unaudited)
<CAPTION>
Additional
Shares of Beneficial paid-in Accumulated
Interest capital deficit Total
---------- ------------ ------------ ----------- ------------
Shares Amount
------ ------
<S> <C> <C> <C> <C> <C>
Balance at January 1, 1994 .................. 20,385,668 $ 20,385,668 $ 33,045,539 ($50,872,79 $ 2,558,413
Distributions to Standun (Note 1) ........... (415,229) (415,229)
Net income .................................. 54,825 54,825
---------- ------------ ------------ ----------- ------------
Balance at March 31, 1994 ................... 20,385,668 $ 20,385,668 $ 32,630,310 ($50,817,96 $ 2,198,009
========== ============ ============ =========== ============
Balance at December 31, 1994 ................ 20,385,668 $ 20,385,668 $ 32,376,419 ($49,379,74 $ 3,382,345
Issuance of shares of beneficial
interest to
secure third party debt guarantee .......... 1,200,000 1,200,000 (840,000) 360,000
Issuance of shares of beneficial
interest in
exchange for acquisition services .......... 200,000 200,000 (140,000) 60,000
Net income .................................. 134,786 134,786
---------- ------------ ------------ ----------- ------------
Balance at March 31, 1995 ................... 21,785,668 $ 21,785,668 $ 31,396,420 ($49,244,95 $ 3,937,132
========== ============ ============ =========== ============
<FN>
See notes to consolidated financial statements
</FN>
</TABLE>
3
<PAGE>
WEDGESTONE FINANCIAL AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 and 1994
(Unaudited)
1995 1994
---- ----
Cash Flows from Operating Activities:
Net income ............................................ $ 134,786 $ 44,438
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization ...................... 178,062 172,960
Loss on disposal of assets (net) ................... 0 10,387
Changes in operating assets and liabilities:
Accounts and other receivable ...................... (606,633) (714,024)
Inventories ........................................ 63,740 (476,516)
Prepaid expenses and other current assets .......... (29,153) (61,789)
Accrued payroll and related expenses ............... 20,222 (38,160)
Other accrued expenses ............................. 27,952 345,302
Accounts payable ................................... 761,595 527,845
Other assets ....................................... 0 1,658
Other liabilities .................................. 0 (234,627)
--------- ----------
Net cash provided by (used in) operating activities ... 550,571 (422,526)
--------- ----------
Cash Flows from Investing Activities:
Investment revenues
Proceeds from sale of real estate and equipment .... 0 38,917
Proceeds from repayment of mortgage notes receivable 743 49,960
Investment expenditures
Notes receivable ................................... (191,654) 0
Investment in subsidiary ........................... (207,695) 0
Capital expenditures ............................... (128,090) (68,478)
Investment in real estate .......................... (27,310) 0
--------- ----------
Net cash provided by (used in) investing activities ... (554,007) 20,399
--------- ----------
Cash Flows from Financing Activities:
Distributions to Standun ........................... 0 (415,226)
Repayment of term debt ............................. (36,959) (47,188)
Net borrowings (repayments) on revolving debt ...... (45,620) 869,573
--------- ----------
Net cash provided by (used in) financing activities ... (82,579) 407,159
--------- ----------
Net increase (decrease) in cash ....................... (86,014) 5,032
Cash at beginning of period ........................... 178,876 26,705
Cash at end of period ................................. $ 92,861 $ 31,737
========= ==========
See notes to consolidated financial statements.
4
<PAGE>
WEDGESTONE FINANCIAL AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Three Months Ended March 31, 1995 and 1994
NOTE 1. Background and Basis of Presentation:
History of the Company - Wedgestone Financial ("Wedgestone") was formed in 1980
as a real estate investment trust ("REIT") and, on August 9, 1991, filed for
bankruptcy. On August 3, 1992, Wedgestone's plan of reorganization (the "Plan")
became effective and the accompanying financial statements reflect the effect of
transferring a significant portion of the liabilities (including previously
accrued bankruptcy administrative costs) to IRP, Inc., a non-controlled
subsidiary of Wedgestone established to liquidate the transferred assets for the
benefit of Wedgestone's creditors.
Acquisitions - Subsequent to the confirmation of the Plan in May 1992,
Wedgestone has acquired three manufacturing operations. In June 1992, Wedgestone
acquired St. James Automotive Corp. ("St. James") in exchange for 6,795,220
shares of beneficial interest of Wedgestone and accounted for this acquisition
as a purchase. On November 18, 1994, Wedgestone acquired the "Automotive
Segment" of Standun, Inc. ("Standun"), which consisted of the Fey Automotive
Products Division ("Fey") and Sigma Plating Co., Inc. ("Sigma") in exchange for
6,795,223 shares of beneficial interest of Wedgestone and the assumption of
approximately $1,104,000 of outstanding debt due to related parties of both
Wedgestone and Standun, and certain other liabilities. The shareholders of
Standun owned, directly or indirectly, approximately 48% of Wedgestone prior to
the acquisition and, as a result, this acquisition has been accounted for as a
"put-together" which is similar to the pooling of interest method of accounting.
On January 9, 1995 Wedgestone's acquired substantially all of the assets of
Hercules Bumpers, Inc. Hercules manufactures and distributes rear bumpers for
both domestic and foreign light duty trucks. The purchase price for the assets
acquired was the assumption of certain debt and other liabilities approximating
$4.4 million. In addition, certain debt is being guaranteed jointly and
severally by Charles W. Brady ("Brady"), the principal shareholder of Hercules,
and Chattahoochee Leasing Corporation ("CLC"), a corporation controlled by
Brady. In exchange for this guarantee, Brady received a promissory note in the
amount of $300,000 and 1,200,000 shares of beneficial interest of Wedgestone.
CLC received a promissory note for $100,000 which is secured by 100,000 shares
of beneficial interest of Wedgestone in consideration for an agreement to pay a
liability of Hercules.
Basis of Presentation and Principles of Consolidation - The accompanying
consolidated financial statements include the operations of Wedgestone and give
retroactive effect to the acquisition of
5
<PAGE>
Fey and Sigma for all periods presented. As a result, the financial position,
results of operations and cash flows are presented as if Wedgestone, Fey and
Sigma had been consolidated for all periods presented. The consolidated
statements of changes in Wedgestone's shareholders' equity reflect the
Wedgestone shares of beneficial interest issued to effect the Fey and Sigma
acquisition as if they were outstanding for all periods presented. The results
of operations and cash flows presented include the results of operations and
cash flows of Hercules since its date of acquisition.
The consolidated financial statements include the accounts of Wedgestone and its
wholly owned subsidiaries. All significant intercompany transactions have been
eliminated in consolidation. The consolidated financial statements do not
include the operations of IRP. Wedgestone has no control or influence over the
operational decisions of IRP, and has no representation on the Board of
Directors or management of IRP. In addition, at this time, management believes
Wedgestone will receive no benefit from, or incur any liability from the
liquidation of IRP.
The financial statements included in the this Form 10-Q have been prepared by
the Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed, or omitted, pursuant to such
rules and regulations. These financial statements should be read in conjunction
with the Company's Annual Report on Form 10-K/A for the fiscal year ended
December 31, 1994.
The results of operations for the interim periods shown in this report are not
necessarily indicative of results to be expected for the fiscal year. In the
opinion of management, the information contained herein reflects all adjustments
necessary to make the results of operations for the interim periods a fair
statement of such operations. All such adjustments are of a normal recurring
nature.
Income Per Share of Beneficial Interest - Income per share of beneficial
interest is calculated based on weighted average outstanding shares of
beneficial interest.
NOTE 2. Inventories:
Inventories consist of the following:
March 31, December 31,
1995 1994
------------ ------------
Finished goods ..................... $ 2,660,543 $ 2,397,771
Work in progress ................... 972,112 783,303
Raw materials ...................... 1,648,458 711,648
------------ ------------
5,281,113 3,892,722
Less Reserves ...................... (367,263) (282,587)
------------ ------------
$ 4,913,850 $ 3,610,135
============ ============
6
<PAGE>
NOTE 3: Related Parties:
In connection with the Hercules acquisition, Resource Holdings Associates and
PFG Corp. ("PFG"), both of which are controlled by certain Wedgestone
shareholders, received a fee of $220,000 consisting of $160,000 and 200,000
shares of beneficial interest of Wedgestone at a valuation price of $.30 per
share.
On January 25, 1995, Wedgestone entered into a five year agreement with PFG and
Wedgestone Partners, an affiliate of the aforementioned shareholders, to provide
advisory services to Hercules with respect to its operations, expansion and
financing activities at an aggregate amount of $175,000 per year.
NOTE 4. Supplemental Schedule of Non-cash Investing Activities:
In connection with the January 9, 1995 acquisition of Hercules, Wedgestone
assumed liabilities to acquire assets as follows:
Accrued expenses ................. $ 441,775
Revolver and other debt .......... 3,953,154
----------
Total liabilities assumed ........ $4,394,929
==========
Receivables, inventories and other
assets ........................ $3,196,752
Property, Plant and Equipment .... 1,198,177
----------
Total assets acquired ............ $4,394,929
==========
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General:
Wedgestone Financial (the "Company") is primarily engaged in the business of
manufacturing automotive products for the light duty truck aftermarket. The
Company has three manufacturing plants located in Irwindale, California, St.
James, Minnesota and Pelham, Georgia.
Results of Operations
Revenues and Gross Margin: Net Sales increased 46% to $12 million for the first
quarter of 1995 from net sales of $8.3 million for the same period last year. On
January 9, 1995, the Company, through a wholly owned subsidiary ("Hercules")
purchased substantially all of the assets of Hercules Bumpers, Inc. Hercules
sales for the three months ended March 31, 1995 were $2,765,800 or 73% of
Wedgestone's $3,775,300 increase in sales over the same period in 1994. Sales of
all other automotive subsidiaries increased by 12% in the first quarter of 1995
compared to 1994. Cost reductions and manufacturing efficiencies due to sales
volume increases continue to have a favorable impact on gross margins which
increased to 29.9% in 1995 from 28.6% in 1994.
Distribution, Sales and Marketing Expenses: During the three months ended March
31, 1995, the Company started a process of restructuring its distribution system
to enhance both profitability and customer service through the consolidation of
inventories. This process has resulted in the closure of one distribution
facility and the consolidation of another with the newly acquired Hercules
facility. As a result, distribution costs fell as a percentage of sales to 8.6%
in 1995 from 9.4% in 1994. These savings are net of approximately $60,000 in
costs incurred to close the one facility and relocate the second. Hercules sales
and marketing costs for the three months ended March 31, 1995 were $493,800 or
77% of the Company's $628,200 increase in sales and marketing costs over the
same period in 1994. The $112,000 increase in non-Hercules sales and marketing
costs represents a greater investment on the part of the Company to enhance the
public's awareness of its automotive products in both the retail and crash parts
markets.
Administrative Expenses: Hercules administrative expenses for the three months
ended March 31, 1995 were $315,800 or 74% of the Company's $426,000 increase in
administrative expenses over the same period in 1994. Contributing to the
$110,200 increase in non-Hercules administrative expenses are $29,500 in
additional travel costs associated with the Hercules acquisition and $24,000 in
additional bank, legal and audit fees.
Operating Income: As a result of the foregoing, total operating income grew by
55% to $506,000 from $327,900 for the three months ended March 31, 1995 and
1994, respectively. 1995 includes $65,000 in operating losses incurred at the
Hercules subsidiary. Management is continuing to modify the Hercules operations
and is unable to forecast the effect of these changes at this time.
8
<PAGE>
Interest Expense: Interest expense increased $143,400 for the period ended March
31, 1995 over the same period in 1994. $133,200 of this increase is attributable
to financing the Hercules acquisition.
Net Income: Net income grew by 146% to $134,800 from $54,825 for the three
months ended March 31, 1995 and 1994 respectively.
Liquidity and Capital Resources
The Company finances its business activities through the cash flow from
operations with additional debt obtained primarily for working capital and
acquisitions. In connection with the acquisition of substantially all of the
assets of Hercules Bumpers, Inc. on January 9, 1995, a wholly owned subsidiary
of the Company assumed certain debt consisting of i) a revolving credit note of
$3.7 million; ii) an industrial revenue bond of $112,000 due January 1, 1996;
iii) an industrial revenue bond of $285,000 due March 1, 1999; and iv) certain
other liabilities totalling $300,000. In addition, the subsidiary issued notes
payable totalling $400,000 and issued 1,200,000 shares of beneficial interest to
the guarantor of the acquired indebtedness and his related company.
For the three months ended March 31, 1995 the Company invested $208,000 in
organizational costs associated with the acquisition of Hercules and $128,000 in
capital equipment. These investments were mostly funded through $550,600 in cash
flows from operating activities. On March 31, 1995 the Company refinanced
$400,000 in notes payables issued in connection with the Hercules acquisition.
In connection with the acquisition of certain assets of Fey and Sigma, the
Company, through certain wholly-owned subsidiaries, entered into a three-year
$7.5 million revolving credit line (the "revolver") with a financial
institution. The revolver provides for borrowings based on a percentage of
inventory and accounts receivable. The revolver also includes equipment term
loans approximating $1.7 million at March 31, 1995. Interest on the outstanding
borrowings accrues at prime plus 2.5%. At March 31, 1995, the interest rate on
the revolver was 11.5% The revolver contains certain covenants which, among
other things, requires the maintenance of minimum working capital and equity.
The Company has a loan outstanding from a related party totalling $686,400 as of
March 31, 1995 (the "Rockaway Loan") which matures in January, 1997. Under this
credit agreement, the borrowings are collateralized by substantially all of the
assets of the Company.
To the extent that the Company expands its operations and makes additional
acquisitions, it will need to obtain additional funding from institutional
lenders and other sources. The Company's ability to use equity in obtaining
funding may be limited by its desire to preserve certain tax attributes
including its net operating loss carry forwards.
9
<PAGE>
PART II
OTHER INFORMATION
Item 1 Legal Proceedings
Bankruptcy Claims
On October 30, 1992, a group calling itself the "Equity Security Holders
Committee of Wedgestone Financial" (the "Committee") filed a complaint (the
"Complaint") commencing an adversary proceeding in the United States Bankruptcy
Court for the District of Massachusetts. Wedgestone requested the Bankruptcy
Court to sanction the Committee for its failure to respond to discovery demands
and to dismiss the adversary proceeding if the Committee failed to respond to
the discovery prior to a date established by the Court. On May 20, 1993, the
Court dismissed the proceeding. The Committee appealed the dismissal to the
District Court and it was denied. The Committee appealed to the First Circuit,
and on March 1, 1995, the appeal was denied. The Committee subsequently
requested a rehearing by the Court of Appeals for the First Circuit. On March
22, 1995, the Court denied the petition for rehearing.
Item 6 Exhibits and Reports on Form 8-K
A report on Form 8-K was filed on January 23, 1995, relating to the acquisition
of substantially all of the assets of Hercules Bumpers, Inc.
An amended report containing financial information on Form 8-K/A was filed on
January 27, 1995, relating to the acquisition of certain automotive business
segment assets of Standun, Inc.
An amended report containing financial information on Form 8-K/A was filed on
March 22, 1995, relating to the acquisition of substantially all of the assets
of Hercules Bumpers, Inc.
Exhibits:
Exhibit Number Description
-------------- ------------
27 Financial Data Schedule
10
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Wedgestone Financial
Date: May 12, 1995 By: /s/ Jeffrey S. Goldstein
---------------------------------
President and Treasurer
(Principal Executive and Financial
Officer)
The name "Wedgestone Financial" (Formerly Wedgestone Realty Investors Trust) is
the designation of the Trustees under a Declaration of Trust dated March 12,
1980, as amended, and in accordance with such Declaration of Trust notice is
hereby given that all persons dealing with Wedgestone Financial by so acting
acknowledge and agree that such persons must look solely to the Trust property
for the enforcement of any claims against Wedgestone Financial and that neither
Trustees, Officers, employees, agents nor shareholders assume any personal
liability for claims against the Trust or obligations entered into on behalf of
Wedgestone Financial, and that respective properties shall not be subject to
claims of any other person in respect of any such liability.
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> MAR-31-1995
<CASH> 92,861
<SECURITIES> 0
<RECEIVABLES> 6,823,149
<ALLOWANCES> 356,445
<INVENTORY> 4,913,850
<CURRENT-ASSETS> 12,012,532
<PP&E> 10,744,502
<DEPRECIATION> 7,075,417
<TOTAL-ASSETS> 20,442,782
<CURRENT-LIABILITIES> 7,559,599
<BONDS> 134,348
<COMMON> 21,785,668
0
0
<OTHER-SE> (17,848,536)
<TOTAL-LIABILITY-AND-EQUITY> 20,442,782
<SALES> 12,043,171
<TOTAL-REVENUES> 12,043,171
<CGS> 8,447,348
<TOTAL-COSTS> 8,447,348
<OTHER-EXPENSES> 3,087,836
<LOSS-PROVISION> 34,181
<INTEREST-EXPENSE> 350,700
<INCOME-PRETAX> 146,386
<INCOME-TAX> 11,600
<INCOME-CONTINUING> 134,786
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 134,786
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
