U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number 0-9385
Bull Run Corporation
(Exact name of registrant as specified in its charter)
Georgia 91-1117599
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
4370 Peachtree Road, N.E., Atlanta, GA 30319
(Address of principal executive offices)
(404) 266-8333
(Issuer's telephone number)
Check whether 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 X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 22,092,727 shares of
Common Stock, par value $.01 per share, were outstanding as of August 4,
1995.
<PAGE>
PART I. FINANCIAL INFORMATION
Item I. Financial Statements
BULL RUN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
1995 1994
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 410,081 $ 824,207
Marketable securities . . . . . . . . . . . . . . . . . . . . . . . 500,000
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . 3,418,505 3,809,224
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,386,454 2,608,850
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 177,482 73,540
Total current assets . . . . . . . . . . . . . . . . . . . 8,392,522 7,815,821
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . 2,560,778 2,358,403
Investment in affiliated companies . . . . . . . . . . . . . . . . . . . . . . 27,881,643 15,708,590
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,459,978 4,717,457
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 213,875 156,174
$43,508,796 $30,756,445
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,183,000 $
Current portion of long-term debt . . . . . . . . . . . . . . . . . 225,000
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . 1,823,826 1,612,214
Accrued and other liabilities:
Salaries, wages and related taxes . . . . . . . . . . . . . . . 280,033 281,292
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 505,781 244,047
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 869,759 640,636
Total current liabilities . . . . . . . . . . . . . . . . . 4,662,399 3,003,189
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000 2,775,000
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,248,382 1,393,728
Stockholders' equity:
Common stock ($.01 par value, authorized
100,000,000 shares; issued 22,162,227 shares
as of June 30, 1995 and 22,136,727 shares as
of December 31, 1994) . . . . . . . . . . . . . . . . . . . . . 221,622 221,367
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 20,425,631 20,403,136
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 3,603,896 2,960,025
Treasury stock, at cost (70,000 shares) . . . . . . . . . . . . . . (153,134)
Total stockholders' equity . . . . . . . . . . . . . . . . 24,098,015 23,584,528
$43,508,796 $30,756,445
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND RETAINED EARNINGS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Revenue from printer operations . . . . . . . . . . . . . . $7,132,058 $ $14,571,089 $
Cost of goods sold . . . . . . . . . . . . . . . . . . . . 4,978,172 10,139,001
Gross profit . . . . . . . . . . . . . . . . . . . . . . . 2,153,886 4,432,088
Other operating revenue:
Royalties . . . . . . . . . . . . . . . . . . . . . 64,400 125,963
Consulting fees . . . . . . . . . . . . . . . . . . 360,000 435,000
2,513,886 64,400 4,867,088 125,963
Operating expenses:
Research and development . . . . . . . . . . . . . . 459,015 908,238
Selling, general and administrative . . . . . . . . 1,298,519 155,033 2,680,085 320,315
1,757,534 155,033 3,588,323 320,315
Income (loss) from operations . . . . . . . . . . . . . . . 756,352 (90,633) 1,278,765 (194,352)
Other income (expense):
Equity in earnings (losses) of affiliated
companies . . . . . . . . . . . . . . . . . . . . . 198,661 (26,624) 220,053 30,816
Interest, net . . . . . . . . . . . . . . . . . . . (289,378) 702 (350,683) 1,242
Income (loss) before income taxes 665,635 (116,555) 1,148,135 (162,294)
Income tax benefit (provision) . . . . . . . . . . . . . . (289,279) 43,200 (504,264) 48,100
Net income (loss) . . . . . . . . . . . . . . . . . . . . . 376,356 (73,355) 643,871 (114,194)
Retained earnings, beginning of period . . . . . . . . . . 3,227,540 2,703,544 2,960,025 2,744,383
Retained earnings, end of period . . . . . . . . . . . . . $3,603,896 $2,630,189 $3,603,896 $2,630,189
Earnings (loss) per share . . . . . . . . . . . . . . . . . $ .02 $ (.01) $ .03 $ (.01)
Weighted average number of common
shares outstanding . . . . . . . . . . . . . . . . . . . . 23,183,262 12,505,377 23,131,497 12,505,377
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
BULL RUN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 643,871 $ (114,194)
Adjustments to reconcile net income (loss) to
net cash used in operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 541,452 652
Equity in earnings of affiliated companies . . . . . . . . . . . . . . . (220,053) (30,816)
Change in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . 390,719 76,475
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,777,604)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . (103,942) (7,448)
Accounts payable and accrued expenses . . . . . . . . . . . . . . . 439,468 (39,437)
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . 316,388
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . (48,100)
Net cash provided by (used in) operating activities . . . . . . . . . . . 230,299 (162,868)
Cash flows from investing activities:
Sale of marketable securities . . . . . . . . . . . . . . . . . . . . . . . 500,000
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . (546,065) (5,169)
Investment in affiliated companies . . . . . . . . . . . . . . . . . . . . . (12,094,539)
Dividends received from affiliated companies . . . . . . . . . . . . . . . . 44,813
Net cash used in investing activities . . . . . . . . . . . . . . . . . . (12,095,791) (5,169)
Cash flows from financing activities:
Borrowings on line of credit . . . . . . . . . . . . . . . . . . . . . . . . 5,785,750
Repayments on line of credit . . . . . . . . . . . . . . . . . . . . . . . . (4,602,750)
Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . . . . . . 13,500,000
Repayments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . (3,000,000)
Loan commitment fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . (101,250)
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . (153,134)
Exercise of incentive stock options . . . . . . . . . . . . . . . . . . . . 22,750
Net cash provided by financing activities . . . . . . . . . . . . . . . . 11,451,366
Net decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . (414,126) (168,037)
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . 824,207 291,604
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . $ 410,081 $ 123,567
Supplemental cash flow disclosures:
Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 95,521 $ 0
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 187,876 0
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In management's opinion, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments (consisting
solely of normal, recurring adjustments) necessary to present fairly
the financial position and results of operations for the interim
periods reported. These condensed consolidated financial statements
should be read in conjunction with the consolidated financial
statements contained in the Annual Report on Form 10-KSB of Bull Run
Corporation ("Bull Run") for the year ended December 31, 1994.
2. On November 29, 1994, Datasouth Computer Corporation ("Datasouth") was
merged (the "Merger") into BRC Acquisition Corporation ("BRC"), a
newly-formed wholly-owned subsidiary of Bull Run. As of the effective
date of the Merger, BRC changed its name to Datasouth Computer
Corporation (also referred to herein as "Datasouth"). The
accompanying condensed consolidated financial statements include the
accounts of Bull Run and, since November 30, 1994, Datasouth, after
elimination of intercompany accounts and transactions. From April 29,
1993 through November 29, 1994, Bull Run owned 43.6% of the
outstanding common stock of Datasouth.
On March 29, 1995, Bull Run acquired 50% of the outstanding common
stock of Capital Sports Properties, Inc. ("CSP") for a total purchase
price of approximately $9,700,000. CSP's assets consist of 50,000
shares of 8% cumulative preferred stock of Host Communications, Inc.
("Host") having a stated value of $100 per share (representing all of
Host's outstanding preferred stock) and warrants to purchase 447,002
shares of Host common stock (representing approximately 48% of the
outstanding shares after giving effect to the exercise of all
outstanding warrants.) The warrants have a negligible exercise price.
Host is a collegiate sports marketing company, producing sports
publications, syndicating radio and television broadcasts, and
producing audio/video marketing presentations. In addition, Bull Run
acquired 30,200 shares of Host's outstanding common stock,
representing 6.9% of Host's currently outstanding common shares, for
$906,000 in January 1995.
The following unaudited pro forma summary information presents the
consolidated results of Bull Run's operations for the six months ended
June 30, 1995 and for the three months and six months ended June 30,
1994 as if the Merger and the investments in CSP and Host had occurred
on January 1, 1994, after giving effect to certain adjustments,
including elimination of Merger expenses, amortization of goodwill,
elimination of equity in earnings of Datasouth, pro forma effects of
Gray Communications Systems, Inc. ("Gray")'s business acquisitions
during 1994, and related income tax effects:
<TABLE>
<CAPTION>
Six Months Three Months Six Months
Ended Ended Ended
June 30, 1995 June 30, 1994 June 30, 1994
<S> <C> <C>
Revenue from printer operations $14,571,000 $4,228,000 $9,368,000
Other operating revenue 435,000 64,000 148,000
Net income (loss) 682,000 (120,000) (16,000)
Earnings (loss) per share $ .03 $ (.01) $ .00
</TABLE>
<PAGE>
BULL RUN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, continued
3. Inventories associated with the printer operations consist of the
following:
June 30, December 31,
1995 1994
Raw materials $2,866,828 $1,783,408
Work-in-process 704,439 644,052
Finished goods 815,187 181,390
$4,386,454 $2,608,850
4. The purchases of CSP's common stock and Host's common stock were
primarily financed under bank term loans totaling $13,500,000
bearing interest initially at the prime rate, with the principal
amount thereof due in monthly installments of $150,000 commencing
May 1998, with all remaining amounts due and payable by April 2002.
The debt is collateralized by the shares of Gray owned by Bull Run,
as well as by shares of Bull Run common stock held by a principal
shareholder of Bull Run. The loan requires adherence to certain
financial covenants, the most restrictive of which requires
maintaining a minimum net worth of $23,000,000. The $13,500,000
loans also refinanced Datasouth's then existing $3,000,000 bank
term loan.
5. Prior to the Merger, Bull Run's 43.6% investment in Datasouth common
stock was accounted for by the equity method. Since November 30, 1994
(the day after the effective date of the Merger), Bull Run has
accounted for its investment in Gray common stock, which was
previously owned by Datasouth, by the equity method. Based in Albany,
Georgia, Gray owns: (i) three VHF NBC-affiliated television stations,
(ii) two UHF, CBS-affiliated television stations, (iii) two daily
newspapers, (iv) a three-day a week newspaper, and (v) a five-day a
week newspaper. The excess of Bull Run's investment over the
underlying equity of Gray is being amortized over forty years. The
amortization is reported as a reduction in Bull Run's equity in
earnings of affiliated companies. During the six months ended June
30, 1995, Bull Run acquired additional shares of Gray common stock for
$1,428,700. As of June 30, 1995, Bull Run owned 26.7% of the
outstanding shares of Gray common stock.
Since March 29, 1995 (the date Bull Run acquired its investment in
CSP), Bull Run has accounted for its investments in CSP and Host by
the equity method.
Summarized operating results of affiliated companies for the three
months and six months ended June 30, 1995 are as follows:
Three Months Ended Six Months Ended
June 30, 1995 June 30, 1995
Operating revenue $21,157,000 $46,611,000
Income from operations 3,633,000 7,476,000
Net income 1,413,000 2,140,000
6. Earnings (loss) per share is based on the weighted average number of
common shares and dilutive common share equivalents outstanding during
the period, computed in accordance with the treasury stock method.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Datasouth's printer operations contributed $7,132,000 in revenue for
the quarter and $14,571,000 for the six months ended June 30, 1995, with a
gross profit of 30.2% and 30.4%, respectively. Datasouth's revenue, which
was $4,228,000 for the quarter ended June 30, 1994 and $9,368,000 for the
six months ended June 30, 1994, is not included in Bull Run's consolidated
financial statements prior to November 29, 1994, the date of the Merger.
Datasouth's increase in revenue from the same period last year was largely
attributable to an increase in printer sales to the SABRE Travel
Information Network ("SABRE"), a division of American Airlines, to
approximately $2.4 million for the second quarter and $4.7 million for the
first six months of 1995 from $600,000 for the second quarter and $1.4
million for the first six months of 1994. Total finished product sales to
Datasouth's major account customers, which consist of SABRE and other end
users and original equipment manufacturers, were $3.6 million and $7.1
million for the quarter and six months ended June 30, 1995, respectively,
and $1.1 million and $3.0 million for the same respective periods of 1994.
Finished product sales through Datasouth's network of distributors and
resellers were $2.1 million and $4.6 million for the quarter and six months
ended June 30, 1995, respectively, and $2.1 million and $4.2 million for
the same respective periods of 1994. Increases in finished product sales
through all channels were a direct result of increases in unit sales of
Documax, Datasouth's newest printer family, introduced in mid-1993.
Datasouth's parts, accessories and service revenue also increased to $1.4
million in the second quarter and $2.9 million in the first six months of
1995 from $1.0 million and $2.2 million, respectively, in 1994.
Bull Run received royalty income from mining properties sold in 1990
based on quantities of gold processed. Royalty income has been immaterial
in 1995, and Bull Run does not foresee any significant amount of royalty
income to be received in the future. The amount of the royalty income, if
any, to be received in the future will be solely dependent on factors
outside Bull Run's control. Bull Run recognized consulting fees from Gray
of $435,000 in 1995 for management assistance relative to Gray's pending
acquisition of a CBS-affiliated television station and their acquisition of
a newspaper publishing operation. There can be no assurance that Bull Run
will recognize any consulting fees in the future.
Operating expenses were $1,758,000 for the quarter and $3,588,000 for
the six months ended June 30, 1995 compared to $155,000 and $320,000 for
the same respective periods in 1994. The increase was due to the
consolidation of Bull Run and Datasouth operating results in 1995, and the
recognition in 1995 of amortization of goodwill resulting from the Merger
amounting to $80,000 for the second quarter and $154,000 for the first six
months. Datasouth's operating expenses were $1,251,000 for the quarter and
$2,559,000 for the six months ended June 30, 1994.
Equity in earnings of affiliated companies relates, in 1995, to Bull
Run's investments in Gray, Host and CSP, and in 1994 (prior to November 29,
1994, the date of the Merger), to Bull Run's 43.6% investment in Datasouth.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, continued
Bull Run had interest expense, net of interest income, of $289,000 for
the quarter and $351,000 for the six months ended June 30, 1995 as a result
of its $13.5 million term loans dated March 29, 1995, Datasouth's interest
expense on its former $3 million bank term loan, and borrowings on its
lines of credit.
As a result of the realization of the benefits from tax net operating
loss carryforwards in 1994 and nondeductible goodwill amortization expense
in 1995, Bull Run's effective tax rate increased to 43.4% for the quarter
and 43.9% for the six months ended June 30, 1995, compared to 37.1% for the
quarter and 29.6% for the six months ended June 30, 1994.
Liquidity and Capital Resources
As discussed more fully in the Notes to Condensed Consolidated
Financial Statements, Bull Run acquired 50% of the outstanding common stock
of CSP on March 29, 1995 for a total purchase price of approximately
$9,700,000, and in January 1995, Bull Run acquired 30,200 shares of Host's
outstanding common stock for $906,000. The purchases of CSP's common stock
and Host's common stock were primarily financed under bank term loans
totaling $13,500,000 bearing interest initially at the prime rate, with the
principal amount thereof due in monthly installments of $150,000 commencing
May 1998, with all remaining amounts due and payable by April 2002. The
$13,500,000 loans also refinanced Datasouth's then existing $3,000,000 bank
term loan.
Bull Run invested an additional $1,428,700 in the six months ended
June 30, 1995 to purchase 67,910 shares of Gray common stock, increasing
its ownership to 26.7% of Gray's outstanding shares. Gray's common stock
is traded on the New York Stock Exchange under the symbol "GCS".
Bull Run has available lines of credit of $2,000,000 and $1,500,000,
expiring April 30, 1996 and April 1, 1997, respectively. Bull Run
anticipates that its current working capital, funds available under the
lines of credit and cash flow from Datasouth's operations will be
sufficient to fund its debt service and working capital requirements for at
least the remainder of the year. Any capital required for potential
additional business acquisitions would have to be funded by issuing
additional securities or by entering into other financial arrangements.
Bull Run's working capital was approximately $3.7 million as of June
30, 1995 and $4.8 million as of December 31, 1994. The decrease was
primarily attributable to borrowings under its lines of credit to fund
increases in inventories and additional investments in Gray.
In November 1994, Bull Run announced that its Board of Directors
authorized the repurchase of up to 2,000,000 shares of its common stock.
Repurchases may be made from time to time in the open market or directly
from shareholders at prevailing market prices, and may be discontinued at
any time. During the quarter ended June 30, 1995, Bull Run repurchased
70,000 shares of its common stock for approximately $153,000.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11 - Computation of Earnings (Loss) Per Share
(b) Reports on Form 8-K
Bull Run Corporation filed a Current Report on Form 8-K dated
March 29, 1995, disclosing the purchase of 50% of the
outstanding common stock of Capital Sports Properties, Inc.
On June 12, 1995, the required financial statements relating
to such acquisition were filed as an amendment to Form 8-K on
Form 8-K/A-1.
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.
BULL RUN CORPORATION
Date: August 10, 1995 By: /s/ FREDERICK J. ERICKSON
Frederick J. Erickson
Vice President-Finance, Treasurer
and Assistant Secretary
(Mr. Erickson is the Chief Financial Officer and has
been duly authorized to sign on behalf of the
registrant.)
<PAGE>
EXHIBIT 11
BULL RUN CORPORATION
COMPUTATION OF EARNINGS (LOSS) PER SHARE
(Dollars in thousands, except amounts per share)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Primary:
Net income (loss) . . . . . . . . . . . . . . . . . . $ 376 $ (73) $ 644 $ (114)
Primary shares:
Weighted average number of shares
outstanding . . . . . . . . . . . . . . . . . . . . . 22,125 12,505 22,131 12,505
Assuming exercise of operations 1,058 1,000
Weighted average number of shares
outstanding, as adjusted . . . . . . . . . . . . . . . 23,183 12,505 23,131 12,505
Primary earnings per share:
Net income (loss) . . . . . . . . . . . . . . . . . . $ .02 $ (.01) $ .03 $ (.01)
Assuming full dilution:
Net income (loss) . . . . . . . . . . . . . . . . . . $ 376 $ (73) $ 644 $ (114)
Fully diluted shares:
Weighted average number of shares
outstanding 22,125 12,505 22,131 12,505
Assuming exercise of options . . . . . . . . . . . . . 1,218 1,218
Weighted average number of shares
outstanding, as adjusted 23,343 12,505 23,349 12,505
Fully diluted earnings per share:
Net income (loss) . . . . . . . . . . . . . . . . . . $ .02 $ (.01) $ .03 $ (.01)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 410,081
<SECURITIES> 0
<RECEIVABLES> 3,468,505
<ALLOWANCES> 50,000
<INVENTORY> 4,386,454
<CURRENT-ASSETS> 8,392,522
<PP&E> 3,012,884
<DEPRECIATION> 452,106
<TOTAL-ASSETS> 43,508,796
<CURRENT-LIABILITIES> 4,662,399
<BONDS> 13,500,000
<COMMON> 221,551
0
0
<OTHER-SE> 23,876,464
<TOTAL-LIABILITY-AND-EQUITY> 43,508,796
<SALES> 14,571,089
<TOTAL-REVENUES> 15,006,089
<CGS> 10,139,001
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 908,238
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 383,596
<INCOME-PRETAX> 928,082
<INCOME-TAX> 504,264
<INCOME-CONTINUING> 643,871
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 643,871
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
