UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For The Period Ended March 31, 1996
Commission File #0-11321
UNIVERSAL HOLDING CORP.
(Exact name of registrant as specified in its charter)
NEW YORK 11-2580136
------------------------ --------------------------
(State of Incorporation) (I.R.S. Employer I.E. No.)
Mt. Ebo Corporate Park, Brewster, NY 10509
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 278-4094
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
The number of shares outstanding of each of the Registrant's Common Stock
and Common Stock Warrants as of May 3, 1996 were 6,970,877 and 676,481,
respectively.
<PAGE>
UNIVERSAL HOLDING CORP.
FORM 10-Q
CONTENTS
Page No.
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets at March 31, 1996
and December 31, 1995 3
Consolidated Statements of Operations for the three
months ended March 31, 1996 and March 31, 1995 4
Consolidated Statements of Cash Flows for the three
months ended March 31, 1996 and March 31, 1995 5
Notes to Consolidated Financial Statements 6-8
Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
PART II - OTHER INFORMATION 11
Signature 12
<PAGE>
<TABLE>
<CAPTION>
UNIVERSAL HOLDING CORP.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
1996 1995
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS:
Investments:
Cash and cash equivalents, at cost which approximates fair value ..................... $ 14,777,953 $ 12,289,801
Fixed maturities available for sale, at fair value (amortized cost $116,181,636 and
$114,112,556) (Notes 5 and 6) ...................................................... 114,468,164 116,428,921
Equity securities, at fair value (cost $46,133 in 1996 and 1995) ..................... 15,246 15,297
Policy loans ......................................................................... 5,745,943 5,622,136
Mortgage loans ....................................................................... 1,058,133 1,067,605
Property tax liens ................................................................... 146,847 178,908
------------- -------------
Total investments .................................................................. 136,212,286 135,602,668
Accrued investment income .............................................................. 2,883,159 2,412,576
Deferred policy acquisition costs ...................................................... 17,753,223 16,610,280
Amounts due from reinsurers ............................................................ 20,476,091 17,635,580
Due and unpaid premiums ................................................................ 2,075,886 2,826,833
Deferred income tax asset .............................................................. 2,337,085 1,328,314
Other assets ........................................................................... 6,268,175 6,578,136
------------- -------------
Total assets ....................................................................... $ 188,005,905 $ 182,994,387
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
Policyholder account balances .......................................................... $ 125,914,922 $ 118,608,836
Reserves for future policy benefits .................................................... 21,411,265 22,099,350
Policy and contract claims-life ........................................................ 772,606 693,679
Policy and contract claims-health ...................................................... 8,395,395 8,681,136
Short-term debt ........................................................................ 800,000 800,000
Notes payable .......................................................................... -- 369,698
Amounts due to reinsurers .............................................................. 1,293,859 1,294,295
Deferred revenues ...................................................................... 568,207 638,293
Other liabilities ...................................................................... 7,024,115 5,694,824
------------- -------------
Total liabilities .................................................................. 166,180,369 158,880,111
------------- -------------
Commitments and contingencies .......................................................... -- --
------------- -------------
STOCKHOLDERS' EQUITY (Notes 7 and 8):
Series B preferred stock .............................................................. 4,000,000 4,000,000
Common stock (authorized 20,000,000, issued and outstanding 6,960,877 and 6,957,532) .. 69,609 69,575
Common stock warrants (authorized, issued and outstanding 676,481 and 679,621) ........ -- --
Additional paid-in capital ............................................................ 15,853,110 15,849,542
Retained earnings ..................................................................... 3,107,103 2,825,508
Net unrealized investment gain (loss) ................................................. (1,204,286) 1,369,651
------------- -------------
Total stockholders' equity ......................................................... 21,825,536 24,114,276
------------- -------------
Total liabilities and stockholders' equity ......................................... $ 188,005,905 $ 182,994,387
============= =============
</TABLE>
See notes to consolidated financial statements
3
<PAGE>
UNIVERSAL HOLDING CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three months ended March 31,
----------------------------
1996 1995
------------ -------------
REVENUES:
Premiums and policyholder fees earned ........... $ 8,624,136 $ 8,993,780
Net investment income ........................... 860,846 836,792
Realized gains on investments ................... 80,692 19,714
Fee income ...................................... 1,020,580 963,973
Amortization of deferred revenue ................ 70,085 41,276
------------ ------------
Total revenues ................................ 10,656,339 10,855,535
------------ ------------
BENEFITS, CLAIMS & OTHER DEDUCTIONS:
Decrease in future policy benefits ............. (38,850) (1,098,221)
Claims and other benefits ....................... 5,481,569 5,668,456
Increase in deferred policy acquisition costs ... (741,706) (681,228)
Amortization of present value of future profits . -- 51,141
Other operating costs and expenses .............. 5,627,783 6,322,956
------------ ------------
Total benefits, claims & other deductions ..... 10,328,796 10,263,104
------------ ------------
Operating income before Federal income taxes ..... 327,543 592,431
Federal income tax expense ....................... 45,948 201,426
------------ ------------
Net income........................................ $ 281,595 $ 391,005
============ ============
Earnings per common equivalent shares (Note 3): .. $ 0.03 $ 0.03
============ ============
See notes to consolidated financial statements
4
<PAGE>
UNIVERSAL HOLDING CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Three months ended March 31,
------------------------------
1996 1995
----------- ------------
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................................. $ 281,595 $ 583,394
Adjustments to reconcile net income to net cash provided by operating activities:
Change in reserves for future policy benefits ............................................ (688,085) (1,330,086)
Change in policy and contract claims ..................................................... (206,814) (492,573)
Change in deferred policy aquisition costs ............................................... (741,706) (681,228)
Amortization of present value of future profits .......................................... -- 51,141
Change in deferred revenue ............................................................... (70,086) (41,276)
Change in policy loans ................................................................... (123,807) (73,210)
Change in accrued investment income ...................................................... (470,583) (315,982)
Change in reinsurance balances ........................................................... (2,840,947) (312,636)
Realized gains on investments ............................................................ (80,691) (19,714)
Change in other assets and liabilities ................................................... 2,511,041 1,097,114
------------ ------------
Net cash used by operating activities ........................................................ (2,430,083) (1,535,056)
------------ ------------
Cash flows from investing activities:
Proceeds from sale of fixed maturities-available for sale ................................ 18,237,258 4,856,819
Proceeds from sale of fixed maturities-held to maturity .................................. -- 496,940
Proceeds from redemption of fixed maturities-available for sale ........................... 2,846,268 864,617
Proceeds from redemption of fixed maturities-held to maturity ............................. -- 420,894
Cost of fixed maturities purchased-available for sale ..................................... (23,146,814) (14,370,110)
Cost of fixed maturities purchased-held to maturity ....................................... -- (252,891)
Change in other invested assets ........................................................... 41,533 (101,960)
------------ ------------
Net cash used by investing activities ....................................................... (2,021,755) (8,085,691)
------------ ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock ................................................ 3,602 1,232,236
Increase (decrease) in policyholder account balances ...................................... 7,306,086 (712,081)
Decrease in notes payable ................................................................. (369,698) (1,618,062)
------------ ------------
Net cash provided from (used by) fnancing activities ......................................... 6,939,990 (1,097,907)
------------ ------------
Net increase (decrease) in cash and cash equivalents ......................................... 2 ,488,152 (10,718,654)
Cash and cash equivalents at beginning of period ............................................. 12,289,801 6,420,763
------------ ------------
Cash and cash equivalents at end of period ................................................... $ 14,777,953 $ 5,702,109
============ ============
Supplemental cash flow information:
Cash paid during the year for interest ....................................................... $ 21,214 $ 15,983
============ ============
Cash paid during the year for income taxes ................................................... $ -- $ 8,705
============ ============
</TABLE>
See notes to consolidated financial statements.
5
<PAGE>
UNIVERSAL HOLDING CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The consolidated financial statements have been prepared on the basis of
generally accepted accounting principles and consolidate the accounts of
Universal Holding Corp. ("UHCO"), and its subsidiaries (collectively the
"Company"), American Progressive Life & Health Insurance Company of New York
("American Progressive"), American Pioneer Life Insurance Company ("American
Pioneer"), Quincy Coverage Corp. ("Quincy") and WorldNet Services Corp.
("WorldNet").
The interim financial information herein is unaudited, but in the opinion
of management, includes all adjustments (consisting of normal, recurring
adjustments) necessary to present fairly the financial position and results of
operations for such periods. The results of operations for the three months
ended March 31, 1996 are not necessarily indicative of the results to be
expected for the full year. The consolidated financial statements should be read
in conjunction with the Form 10-K for the year ended December 31, 1995. Certain
reclassifications have been made to prior years' financial statements to conform
with current period classifications.
2. Federal Income Taxes
The Company and its non life subsidiaries file a consolidated Federal
income tax return. The life insurance subsidiaries file a separate consolidated
Federal income tax return.
3. Earnings Per Share
Earnings per common equivalent share were computed by dividing the net
income applicable to common shareholders by the weighted average number of
common shares outstanding during each period.
4. Note Payable to Ontario Blue Cross
On April 1, 1994 WorldNet purchased certain assets of Health Assistance for
Travelers, Inc.("HAT") and an affiliated corporation for Can. $625,000
(approximately U.S. $470,000), payable over five years. WorldNet also executed
an agreement with HAT and Ontario Blue Cross ("OBC") under which WorldNet
subcontracted HAT's obligations under certain service contracts between HAT and
OBC, and between HAT and other insurers. The note payable to HAT required annual
payments of Can. $125,000 (approximately U.S. $94,000) plus accrued interest,
beginning on April 1, 1994, and bore interest at 6%. In 1995, substantially all
of the assets of OBC (including the shares of OBC's subsidiary HAT) were
acquired by Liberty Mutual Insurance Company ("Liberty Health"). In February,
1996, WorldNet and Liberty Health agreed to terminate the service agreement
between OBC and WorldNet. In connection with the termination of the service
agreement, Liberty Health agreed to cancel the promissory notes executed on
April 1, 1994, which notes amounted to $370,000 at December 31, 1995. At the
same time, the Company wrote off certain corresponding assets, including the
value of the service agreement, which assets amounted to approximately $145,000.
The resulting net income from this transaction was approximately $225,000.
5. Investments
As of March 31, 1996 and December 31, 1995, fixed maturity securities are
classified as investments available for sale and are carried at fair value, with
the unrealized gain or loss, net of tax and other adjustments (deferred policy
acquisition costs), included in stockholders' equity.
6
<PAGE>
The amortized cost and fair value of debt securities classified as
available for sale as of March 31, 1996 and December 31, 1995 are as follows:
<TABLE>
<CAPTION>
March 31, 1996
------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Classification Cost Gains Losses Value
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
US Treasury securities and obligations of
US government $ 19,217,739 $ 129,504 $ (365,700) $ 18,981,543
Foreign government debt securities 1,494,293 12,566 (18,278) 1,488,581
Corporate debt securities 65,838,432 1,077,588 (1,497,746) 65,418,274
Mortgage-backed securities 29,631,172 268,289 (1,319,695) 28,579,766
------------- ------------- ------------- -------------
$ 116,181,636 $ 1,487,947 $ (3,201,419) $ 114,468,164
============= ============= ============= =============
December 31, 1995
------------------------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Classification Cost Gains Losses Value
------------- ------------- ------------- -------------
US Treasury securities and obligations of
US government $ 19,546,697 $ 393,356 $ (150,445) $ 19,789,608
Corporate debt securities 72,149,554 2,669,249 (294,300) 74,524,503
Mortgage-backed securities 22,416,305 373,429 (674,924) 22,114,810
------------- ------------- ------------- -------------
$ 114,112,556 $ 3,436,034 $ (1,119,669) $ 116,428,921
============= ============= ============= =============
</TABLE>
The amortized cost and fair value of fixed maturities at March 31, 1996 by
contractual maturity, are shown below. Expected maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
Amortized Fair
Available for Sale: Cost Value
------------ ------------
Due in 1 year or less $ 5,824,898 $ 5,849,043
Due after 1 year through 5 years 24,636,633 24,833,683
Due after 5 years through 10 years 28,988,872 29,178,895
Due after 10 years 19,592,261 18,765,976
Mortgage-backed securities 37,138,972 35,840,567
------------ ------------
$116,181,636 $114,468,164
============ ============
6. Financial Instruments with Concentrations of Credit Risk
At March 31, 1996 and December 31, 1995, the Company held unrated or
less-than-investment grade corporate debt securities with carrying and fair
values as follows:
March 31, December 31,
1996 1995
---------- ----------
Carrying value $4,242,346 $5,092,566
========== ==========
Fair value $4,242,346 $5,092,566
========== ==========
Percentage of total assets 2.3% 2.8%
========== ==========
7
<PAGE>
7. Series B Preferred Stock
The Company has 2,000,000 authorized shares of preferred stock to be issued
in series with 400 shares, par value $10,000 classified as Series B, issued and
outstanding at March 31, 1996 and December 31, 1995. The Series B preferred
stock carries no interest and is convertible into common stock at $2.25 per
share.
8. Stockholders' Equity
Common Stock
The par value of common stock is $.01 per share with 20,000,000 shares
authorized for issuance. The shares issued and outstanding at March 31, 1996 and
December 31, 1995 were 6,960,877 and 6,957,532, respectively.
Common Stock Warrants
At March 31, 1996 and December 31, 1995, the Company had 676,481 and
679,621 common stock warrants issued and outstanding, respectively, which are
registered under the Securities Exchange Act of 1934 (the "Act"). The warrants
have no par value and an exercise price to purchase common stock at $1.00 per
share.
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
Parent Company
The Company has borrowed $800,000 under a term loan agreement with its
commercial bank which matures on September 30, 1996. The loan is secured by the
pledge of 100% of the outstanding common stock of Quincy, the receivables of
Quincy and WorldNet and 9.9% of the outstanding common stock of American
Progressive. The loan bears interest at 2.0% over prime. The Company expects to
refinance this loan when it matures.
Insurance Subsidiaries
American Progressive and American Pioneer are required to maintain minimum
amounts of capital and surplus as determined by statutory accounting ("statutory
capital"). The minimum statutory capital and surplus requirements of American
Progressive and American Pioneer as of March 31, 1996 for the maintenance of
authority to do business were $2,500,000 and $1,719,684, respectively, but
substantially more than this is needed to permit continued writing of new
business. At March 31, 1996 the statutory capital and surplus of American
Progressive and American Pioneer were $8,281,792 and $13,127,966, respectively.
At March 31, 1996, the investment portfolios of the life insurance
subsidiaries included cash and short-term investments totaling $14,618,000 as
well as fixed maturity securities carried at their fair values which amounted to
$114,468,000 that could be readily converted to cash. These liquid investments'
fair values totaled more than $129,086,000 and constituted approximately 95% of
the Company's investments at March 31, 1996. At March 31, 1996, all of the
Company's investments were income producing and current in interest and
principal payments except for one bond with a carrying value of $297,500. In
addition, the Company has no investment in any derivative instruments or other
hybrid securities that contained any off balance sheet risk or investments in
other securities whose market values and principal repayments would be highly
volatile to changes in interest rates, except for GNMA's, FNMA's and investment
grade corporate collateralized mortgage obligations.
WorldNet
On April 1, 1994 WorldNet purchased certain assets of Health Assistance for
Travelers, Inc.("HAT") and an affiliated corporation for Can. $625,000
(approximately U.S. $470,000), payable over five years. WorldNet also executed
an agreement with HAT and Ontario Blue Cross ("OBC") under which WorldNet
subcontracted HAT's obligations under certain service contracts between HAT and
OBC, and between HAT and other insurers. The note payable to HAT required annual
payments of Can. $125,000 (approximately U.S. $94,000) plus accrued interest,
beginning on April 1, 1994, and bore interest at 6%. In 1995, substantially all
of the assets of OBC (including the shares of OBC's subsidiary HAT) were
acquired by Liberty Mutual Insurance Company ("Liberty Health"). In February,
1996, WorldNet and Liberty Health agreed to terminate the service agreement
between OBC and WorldNet. In connection with the termination of the service
agreement, Liberty Health agreed to cancel the promissory notes executed on
April 1, 1994, which notes amounted to $370,000 at December 31, 1995. At the
same time, the Company wrote off certain corresponding assets, including the
value of the service agreement, which assets amounted to approximately $145,000.
The resulting net income from this transaction was approximately $225,000.
9
<PAGE>
Results of Operations
Three Months Ended March 31, 1996
The results of operations for the three months ended March 31, 1996 and
1995 include the operations of American Progressive, American Pioneer, WorldNet
and Quincy.
Net Income. For the three months ended March 31, 1996, the Company earned
net income of approximately $282,000 resulting in an earnings per share
applicable to common shareholders of $0.03. For the three months ended March 31,
1995, the Company reported net income of approximately $391,000 resulting in net
income applicable to common shareholders of $0.03 per share.
Revenues. Total revenues decreased approximately $199,000 to approximately
$10,656,000 for the three months ended March 31, 1996 compared to total revenues
of approximately $10,856,000 for the three months ended March 31, 1995. Premiums
and policyholder fees earned decreased approximately $370,000. Increase in
premiums at American Progressive for senior market supplemental health was
approximately $377,000 (gross premiums increased $655,000 while premiums ceded
to reinsurers increased $278,000) and for New York State DBL was $177,000, while
American Pioneer's increase in life premiums amounted to approximately $326,000
(gross premiums increased $498,000 while premiums ceded increased $172,000). In
addition, premium income in the NAIU special accident health pool participated
in by American Progressive increased approximately $408,000. The increase in
these premiums of $1,288,000 was offset by the decrease of approximately
$1,658,000 in American Pioneer and American Progressive's runoff lines of
business, particularly major hospital and major medical insurance. Net
investment income increased approximately $24,000 while realized gains on
investments increased approximately $61,000 to a gain of approximately $81,000,
compared to a gain of approximately $20,000 for the same period last year.
Fee income for the three months ended March 31, 1996 increased
approximately $57,000 which reflects the takedown of the $370,000 note payable
by WorldNet to OBC. The increase was offset by a decrease of $313,000 relating
to the reduction in fees earned by WorldNet on the OBC service agreement which
was canceled. For the three months ended March 31, 1996, the Company amortized
approximately $70,000 of the deferred revenue compared to $41,000 amortized in
the same period in 1995, which increase is due to the inclusion of the deferred
revenue generated by the reinsurance of major hospital business in June, 1995.
Benefits, Claims and Other Deductions. Total benefits, claims and other
deductions increased approximately $66,000 to $10,329,000 for the three months
ended March 31, 1996. The change in future policy benefits amounted to an
increase of approximately $1,059,000. The change in reserves for the three
months ended March 31, 1996 was a decrease of $39,000 compared to the change in
reserves decrease for the three months ended March 31, 1995 of $1,098,000. This
decrease in the change of reserves is directly related to the increase in
unearned premium reserves resulting from the increase in senior market
supplemental health and NAIU premiums discussed above. Claims and other benefits
decreased approximately $187,000 resulting from more favorable mortality in 1996
compared to 1995 ($161,000 decrease) and a reduction in health claims incurred
by the Company ($26,000). The increase in the senior market supplemental health
insurance, New York State DBL and NAIU premiums noted above generated an
additional $400,000 in claims incurred at American Progressive. An increase in
group dental claims at American Pioneer of approximately $338,000 was offset by
the reduction in major hospital claims generated at American Pioneer ($764,000)
due to the reinsurance of this business discussed above. Although the total
claims incurred amount decreased, the overall accident & health loss ratio
incurred by the Company increased from 63% to 70%, mostly in the New York State
DBL and group dental lines of business.
The change in deferred policy acquisition costs increased approximately
$60,000 as a result of the increase in new supplemental health and life
insurance business production noted above. Other operating costs and expenses
decreased approximately $695,000. Expenses incurred by the insurance
subsidiaries during 1996 decreased by approximately $241,000. Commissions, new
business expenses and premium taxes decreased approximately $109,000, while the
general overhead expenses decreased approximately $132,000. The remaining
decrease of $454,000 results
10
<PAGE>
from the decrease of continuing operation expenses incurred by WorldNet
(approximately $356,000 resulting from the decrease in fee revenue) and by the
Parent Company (approximately $98,000).
Due to the utilization of net operating loss carryforwards at American
Pioneer in 1995, the present value of future profits was written off in 1995,
thereby eliminating this expense in 1996. Amortization of the present value of
future profits was approximately $51,000 in the three months of 1995.
Investments
The Company invests its funds primarily in fixed income securities and has
invested in a limited number of non-investment grade securities which provide
higher yields than investment grade securities. As of March 31, 1996 and
December 31, 1995, the Company held unrated or less-than-investment grade
corporate debt securities of approximately $4,242,000 and $5,093,000,
respectively. These holdings amounted to 3.1% of total investments and 2.3% of
total assets at March 31, 1996 compared to 3.8% of total investments and 2.8% of
total assets at December 31, 1995.
PART II - OTHER INFORMATION
NONE
11
<PAGE>
SIGNATURE
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.
UNIVERSAL HOLDING CORP.
By:/s/Robert A. Waegelein
---------------------------
Robert A. Waegelein
Senior Vice President
Chief Financial Officer
Date: May 14, 1996
12
<TABLE> <S> <C>
<ARTICLE> 7
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<DEBT-HELD-FOR-SALE> 114,468,164
<DEBT-CARRYING-VALUE> 4,468,164
<DEBT-MARKET-VALUE> 114,468,164
<EQUITIES> 15,246
<MORTGAGE> 58,133
<REAL-ESTATE> 0
<TOTAL-INVEST> 136,212,286
<CASH> 14,777,953
<RECOVER-REINSURE> 20,476,091
<DEFERRED-ACQUISITION> 17,753,223
<TOTAL-ASSETS> 188,055,905
<POLICY-LOSSES> 0
<UNEARNED-PREMIUMS> 0
<POLICY-OTHER> 411,265
<POLICY-HOLDER-FUNDS> 25,914,922
<NOTES-PAYABLE> 0
9,069
0
<COMMON> 4,000,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 188,005,901
8,624,136
<INVESTMENT-INCOME> 860,846
<INVESTMENT-GAINS> 80,692
<OTHER-INCOME> 1,020,580
<BENEFITS> 5,442,719
<UNDERWRITING-AMORTIZATION> (741,706)
<UNDERWRITING-OTHER> 0
<INCOME-PRETAX> 327,543
<INCOME-TAX> 45,948
<INCOME-CONTINUING> 81,595
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 281,595
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
<RESERVE-OPEN> 0
<PROVISION-CURRENT> 0
<PROVISION-PRIOR> 0
<PAYMENTS-CURRENT> 0
<PAYMENTS-PRIOR> 0
<RESERVE-CLOSE> 0
<CUMULATIVE-DEFICIENCY> 0
</TABLE>
