UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_____________________
FORM 10-QSB
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
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EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
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EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-13324
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QUESTRON TECHNOLOGY, INC.
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Delaware 23-2257354
- ---------------------------------- -----------------------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
6400 Congress Avenue, Suite 200, Boca Raton, FL 33487
- ------------------------------------------------- -----------------------
(Address of principal executive offices) (Zip Code)
(407) 241 - 5251
- ---------------------------------------------------------------------------
(Issuer's telephone number, including area code)
Check whether the 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
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As of November 10, 1996, the issuer had 15,354,842 shares of common stock,
$.0001 par value, outstanding.
<PAGE>
QUESTRON TECHNOLOGY, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C> <C>
PART I. Financial Information
Item 1. Financial Statements (unaudited)
Consolidated Balance Sheet -
At September 30, 1996 and December 31, 1995 3
Consolidated Statement of Operations -
Three Month and Nine Month Periods Ended
September 30, 1996 and 1995 4
Consolidated Statement of Cash Flows -
Nine Months Ended September 30, 1996 and 1995 5
Notes to Consolidated Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis or Plan of Operation 8 - 11
PART II. Other Information 12 - 13
Signature Page 14
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------------- ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 360,235 $ 39,358
Accounts receivable, less allowance for
doubtful accounts of $50,773 and $43,798, respectively 1,266,903 1,347,128
Other receivables 15,853 52,808
Inventories 3,344,073 3,554,263
Other current assets 65,438 60,205
------------------- ------------------
Total current assets 5,052,502 5,053,762
Property and equipment - net 399,505 418,980
Cost in excess of net assets of business acquired,
less accumulated amortization of $257,772 and $131,203, respectively 6,737,646 6,866,305
Other assets 324,886 93,951
------------------- ------------------
Total assets $ 12,514,539 $ 12,432,998
=================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 1,187,137 $ 1,520,094
Current portion of long-term debt 550,000 550,000
------------------- ------------------
Total current liabilities 1,737,137 2,070,094
Long-term debt 2,210,000 2,185,000
------------------- ------------------
Total liabilities 3,947,137 4,255,094
------------------- ------------------
Commitments and Contingencies
Shareholders' Equity:
Preferred stock, $.01 par value; authorized 10,000,000
shares; none issued and outstanding -- --
Common stock, $.0001 par value; authorized 50,000,000
shares; issued and outstanding 15,473,335 shares in 1996 and 1995 1,547 1,547
Additional paid-in capital 23,887,894 23,887,894
Accumulated deficit (14,966,561) (15,356,059)
------------------- ------------------
8,922,880 8,533,382
Less: Treasury stock, 118,493 shares, at cost (355,478) (355,478)
------------------- ------------------
Total shareholders' equity 8,567,402 8,177,904
------------------- ------------------
Total liabilities and shareholders' equity $ 12,514,539 $ 12,432,998
=================== ==================
</TABLE>
See notes to consolidated financial statements.
3
<PAGE>
QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
--------------------------------- --------------------------------
1996 1995 1996 1995
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue:
Sales $ 2,525,884 2,324,795 8,141,107 4,682,402
Fee income 31,920 45,991 123,833 226,355
-------------- -------------- -------------- --------------
2,557,804 2,370,786 8,264,940 4,908,757
Operating costs and expenses:
Cost of products and services sold 1,487,566 1,344,562 4,854,502 2,817,002
Selling, general & administration expenses 773,742 646,191 2,543,394 1,442,705
Non-recurring charges -- -- -- 125,000
Depreciation and amortization 64,580 60,514 193,529 119,916
-------------- -------------- -------------- --------------
2,325,888 2,051,267 7,591,425 4,504,623
-------------- -------------- -------------- --------------
Operating income 231,916 319,519 673,515 404,134
Interest expense 75,378 72,526 234,631 130,502
-------------- -------------- -------------- --------------
Income before income taxes 156,538 246,993 438,884 273,632
Provision for income taxes 9,733 18,075 49,383 44,515
-------------- -------------- -------------- --------------
Net income $ 146,805 228,918 389,501 229,117
Net income per common share $ .01 $ .02 $ .03 $ .02
============== ============== ============== ==============
Average number of common shares and
common share equivalents outstanding 15,382,142 15,005,822 15,399,846 13,707,612
============== ============== ============== ==============
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE>
QUESTRON TECHNOLOGY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
<TABLE>
<CAPTION>
September 30, September 30,
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 389,501 $ 229,117
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 193,529 119,916
Provision for doubtful accounts 6,975 --
Loss on sale of fixed assets 2,184 --
Change in assets and liabilities:
Decrease (increase) in accounts recievable 73,250 (722,907)
Decrease in other receivables 36,955 --
Decrease (increase) in inventories 210,190 (154,861)
(Increase) decrease in prepaid expenses and other assets (236,168) 24,170
(Decrease) increase in accounts payable and accrued expenses (332,957) 147,538
------------- -------------
Net cash provided (used) by operating activities 343,459 (357,027)
Cash flows from investing activities:
Net cash consideration paid for acquired business -- (5,229,847)
Proceeds from sale of fixed assets 280 --
Acquisition of property and equipment (47,862) (138,692)
------------- -------------
Net cash used for investing activities (47,582) (5,368,539)
Cash flows from financing activities:
Proceeds from short-term borrowings -- 300,000
Proceeds from borrowings under revolving facility 437,500 216,000
Proceeds from borrowings under term loan facility -- 2,200,000
Proceeds from private placement -- 1,740,000
Proceeds from exercise of stock options -- 281,250
Costs associated with private placement -- (238,039)
Repayment of long-term debt (412,500) (275,000)
------------- -------------
Net cash provided by financing activities 25,000 4,224,211
Increase (decrease) in cash and cash equivalents 320,877 (1,501,355)
Cash and cash equivalents at beginning of period 39,358 1,520,730
------------- -------------
Cash and cash equivalents at end of period $ 360,235 $ 19,375
============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
5
<PAGE>
QUESTRON TECHNOLOGY, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
Note 1. Basis of presentation.
The accompanying unaudited consolidated financial statements include
the accounts of the Company and its subsidiaries. The consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and in accordance with the
instructions for Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the three month and nine month periods ended
September 30, 1996 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1996. The consolidated balance
sheet as of December 31, 1995 reflects the audited balance sheet at that date.
For further information, refer to the financial statements and footnotes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1995.
Note 2. Acquisition of electronic hardware distribution business.
On March 31, 1995, the Company acquired Quest Electronic Hardware,
Inc. ("Quest"), a specialized distributor of fasteners and electronic hardware
sold to electronic equipment manufacturers, in exchange for 3,872,000 shares
of the Company's common stock. Simultaneously, the Company contributed to Quest
cash of $2,850,000 as additional paid-in capital and Quest purchased the
fasteners distribution business from Arrow Electronics, Inc. ("Arrow") for net
cash consideration of $5,229,847. In connection with these transactions, the
company recorded $6,503,837 of cost in excess of net assets of the business
acquired. The adoption of Statement of Accounting Financial Standards No. 121,
Accounting for the Impairment of Long-Lived Assets would not currently and is
not expected in future to have a material impact on the Company's Financial
Statements.
Note 3. Provision for restructuring.
As a result of declining revenues of the Company's ADR business,
stemming in part from increased competition, and the resultant historical
losses, the Company undertook a plan of action to downsize and restructure
its ADR business in order to establish a more acceptable relationship of
expenses of that business to its revenues. The Company's operating results
for the three month and nine month periods ended September 30, 1995 include
a provision for restructuring of $125,000. More than $60,000 of such provision
is attributable to the write-off of fixed assets and idle equipment associated
with the downsizing of the ADR business. The balance of the provision is
6
<PAGE>
associated with lease termination costs, the relocation of the ADR business
to more suitable office space, forfeiture of security deposits, and other costs
associated with the downsizing and restructuring of the ADR business. During
August 1995, the Company relocated the ADR business to more suitable office
space. The Company is evaluating its alternatives with respect to its ADR
business, including the possible sale, disposition or discontinuance of the
business.
7
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Results of Operations
For the three month and nine month periods ended September 30, 1996.
The results of operations through September 30, 1996 include the
operating results of Quest Electronic Hardware, Inc. ("Quest"), the Company's
fasteners and electronic hardware distribution business, and the operating
results of the Company's alternative dispute resolution ("ADR") business.
The following summarizes the results of operations for each of the
Company's businesses and corporate for the three month and nine month periods
ended September 30, 1996:
<TABLE>
<CAPTION>
Three months ended September 30, 1996
--------------------------------------------------
Quest ADR Corporate Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $ 2,525,884 $ 31,920 $ -- $ 2,557,804
Costs and expenses 2,201,645 57,212 67,031 2,325,888
----------- ----------- ----------- -----------
Operating income (loss) 324,239 (25,292) (67,031) 231,916
Interest expense 75,095 -- 283 75,378
----------- ----------- ----------- -----------
Income (loss) before taxes 249,144 (25,292) (67,314) 156,538
Tax provision 9,733 -- -- 9,733
----------- ----------- ----------- -----------
Net income (loss) $ 239,411 (25,292) (67,314) 146,805
=========== =========== =========== ===========
</TABLE>
<TABLE>
<CAPTION>
Nine months ended September 30, 1996
--------------------------------------------------
Quest ADR Corporate Total
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $ 8,141,107 $ 123,833 $ -- $ 8,264,940
Costs and expenses 7,167,900 196,103 227,422 7,591,425
----------- ----------- ----------- -----------
Operating income (loss) 973,207 (72,270) (227,422) 673,515
Interest expense 233,385 -- 1,246 234,631
----------- ----------- ----------- -----------
Income (loss) before taxes 739,822 (72,270) (228,668) 438,884
Tax provision 49,383 -- -- 49,383
----------- ----------- ----------- -----------
Net income (loss) $ 690,439 $ (72,270) $ (228,668) $ 389,501
</TABLE>
8
<PAGE>
The significant growth in the Company's revenues for the nine months ended
September 30, 1996 over the nine months ended September 30, 1995 is due to the
acquisition of Quest on March 31, 1995. Revenues for Quest were $2,525,884 and
$8,141,107 for the three month and nine month periods ended September 30, 1996,
respectively. The nine month sales level of more than $8 million represents a
record level of revenues for the business. The growth in revenues of Quest is
attributable to its expansion into the Austin, Texas market as well as growth
in the other markets that it serves. The opening of a new branch in Austin is
primarily directed at servicing Applied Materials, which signed a three-year
Master Purchase Order and Sales Agreement with Quest on November 13, 1995.
Revenues of the ADR business for the three month and nine month periods ended
September 30, 1996 declined 31% and 45%, respectively, compared with the
comparable periods in the prior year. This decline reflects the Company's
downsizing and restructuring of the ADR business in response to increased
competition and historical losses. The Company is continuing to evaluate its
alternatives with respect to the future operation of its ADR business, including
the possible sale, disposition or discontinuance of the business.
The Company's operating income was $231,916 for the three months ended
September 30, 1996 compared with operating income of $319,519 for the comparable
period of the prior year. The decline in operating income for the three month
period ended September 30, 1996 compared with the comparable prior year period
is primarily due to increased operating costs associated with Quest's expansion
into the Austin market coupled with an 11% decline in sales from the immediately
preceding quarter as a result of the recent pause in the semiconductor industry,
which management believes to be temporary. In August 1996, Quest reduced its
costs of operations to a level more consistent with this reduced level of sales.
Management believes that once the semiconductor industry rebounds, which recent
months suggest is beginning to occur, Quest will be able to restore an increased
level of sales. For the nine month period ended September 30, 1996, operating
income was $673,515 compared with operating income of $404,134 for the
comparable prior year period. The improvements over the nine month period ended
September 30, 1996 compared to the comparable prior year period are primarily
due to the operating income achieved by Quest of $973,207 compared with
operating income from Quest of $692,003 for the comparable prior year period.
Quest's operating income of $324,239 and $973,207 for the three month and nine
month periods ended September 30, 1996 represent approximately 12% of its
revenues, a relationship which is slightly less than the historical performance
of the business primarily due to increased operating costs relative to sales,
which costs are principally associated with the opening of the Austin branch.
Interest expense for the three month and nine month periods ended
September 30, 1996 amounted to $75,378 and $234,631, respectively, which
principally reflects the cost of borrowings associated with the acquisition and
operation of the fasteners and electronic hardware distribution business. For
the comparable periods of the prior year, the Company's results include interest
expense of $72,526 and $130,502, respectively.
The provision for income taxes for the three month and nine month periods
ended September 30, 1996 principally reflects state income tax provisions for
states in which Quest does business. The provision for income taxes also
9
<PAGE>
includes a minimal provision for federal income taxes for the federal
alternative minimum tax. The Company is not expected to have a regular federal
income tax liability for 1996, as a result of the availability of net operating
loss income tax carryforwards of approximately $13.1 million as of December
31, 1995, expiring in the years 2000 through 2009.
Net income for the three months ended September 30, 1996 amounted to
$146,805 compared with net income of $228,918 for the comparable period of the
prior year. This decline reflects the start-up costs and investment associated
with Quest's expansion into Austin, Texas. Due to the recent pause in the
semiconductor industry, the investment in the Austin market has yet to provide
the anticipated results of such an expansion. Net income for the nine months
ended September 30, 1996 amounted to $389,501 compared with net income of
$229,117 for the comparable period of the prior year. This improvement reflects
the operating income of Quest (partially reduced by interest expense and income
taxes) and the reduction in operating losses of the ADR business.
Liquidity and Capital Resources
As of September 30, 1996, the Company had $360,235 in cash and short-term
investments, compared to $39,358 as of December 31, 1995. As of September 30,
1996, the Company had working capital of $3,315,365, compared with working
capital of $2,983,668 as of December 31, 1995.
For the nine months ended September 30, 1996, the net cash provided by
the Company's operating activities amounted to $343,459, principally reflecting
the profits of Quest and a decrease in inventory and other receivables, offset
in part by the decrease in accounts payable and accrued expenses and the
increase in other assets. Corporate expenses and the operations of the
Company's ADR business continued to use cash, although at a reduced rate
compared with prior years. As previously discussed, the Company is continuing
to evaluate its alternatives with respect to the future operations of the ADR
business and there can be no assurance that the Company will continue its ADR
operations.
For the nine months ended September 30, 1996, the net cash used in the
Company's investing activities amounted to $47,582 for the acquisition of fixed
assets, primarily computer and warehouse equipment to support the continued
growth of Quest's fastener distribution business. The Company does not have
significant commitments for capital expenditures as of September 30, 1996 and
no significant commitments are anticipated for the remainder of 1996 and the
first half of 1997.
For the nine months ended September 30, 1996, the net cash provided by
the Company's financing activities amounted to $25,000, which consists of
advances drawn on its revolving credit facility of $437,500 less $412,500 of
principal repaid on the term debt.
10
<PAGE>
At September 30, 1996, $1,385,000 was borrowed and outstanding under the
revolving facility. The remaining amount of the $1,500,000 revolving facility,
or $115,000, was fully available at September 30, 1996 for future working
capital needs. Amounts outstanding under the revolving facility bear interest
at a rate equal to: (i) 1.5% above the lender's prime rate should Quest's
tangible net worth be less than or equal to $1,750,000; or (ii) 1.0% above the
lender's prime rate should Quest's tangible net worth be in excess of
$1,750,000. As of October 27, 1996, the interest rate on the amount outstanding
under the revolving facility was 9.25%. In order to secure the obligations of
Quest under the revolving facility and the related term loan facility under the
loan and security agreement with the lender, the Company entered into guarantee
and stock pledge agreements with the lender whereby the Company guaranteed the
obligation of Quest under the loan agreement and pledged to the lender the
shares of capital stock of Quest which the Company held at the date of such
agreement and any shares of Quest in which the Company may thereafter acquire
an interest. In addition, Quest granted a security interest in substantially
all of its assets to the lender and a major shareholder of the Company also
guaranteed the obligations of Quest under the loan agreement.
The Company intends to continue to identify and evaluate potential merger
and acquisition candidates engaged in lines of business complementary to the
fasteners and electronic hardware distribution business of Quest. The Company
recently announced that it has signed a letter of intent with a distributor of
fasteners and electronic hardware in the New England market, with annual sales
of approximately $8 million, relating to the possible acquisition of such
distributor.
The Company also recently announced that it has signed a letter of intent
relating to a proposed public offering of its securities (the "Offering"). The
proposed Offering is anticipated to consist of units comprised of: (i) newly
issued shares of the Company's preferred stock which are convertible into shares
of Common Stock; and (ii) warrants to purchase shares of Common Stock. The
proposed Offering, which will be made only by means of a prospectus, is
anticipated to occur in early 1997 and to generate gross proceeds of
approximately $6 million. These proceeds will be used primarily to fund the
cash portion of the purchase price for the proposed acquisition in New England
and to retire debt.
The letter of intent with the New England based distributor of fasteners
and electronic hardware referred to above is subject to a number of conditions,
including satisfactory completion of due diligence and the execution of a
definitive agreement. The consideration for such proposed acquisition would
consist of cash representing a portion of the net proceeds of the Offering and
newly issued securities of the Company. There can be no assurance that an
agreement relating to such proposed acquisition can be successfully negotiated
or that such transaction and the proposed Offering can be successfully
completed.
Management believes that its working capital, funds available under its
credit agreement, and funds generated from operations will be sufficient to
meet its obligations through 1996, exclusive of any cash requirements of the
proposed New England acquisition or which may come about as a result of other
business acquisitions.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
Not applicable.
Item 2. CHANGES IN SECURITIES
Not applicable.
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Item 5. OTHER INFORMATION
On November 12, 1996, the Company announced that it had filed preliminary
proxy materials with the Securities and Exchange Commission in connection with
its upcoming Annual Meeting of Shareholders scheduled to held in December.
Among the proposals put forth by the Company's Board for a vote by its
shareholders were the approval of a one-for-ten reverse stock split of its
issued and outstanding common stock and the approval of reductions in the
authorized common stock and preferred stock in view of the proposed reverse
stock split. In addition, shareholders will be asked to vote for the election
of Directors, approval of the 1996 Stock Option Plan, and the ratification of
the appointment of auditors. The Company said that the appropriate proxy
materials will be distributed in due course.
The Company also announced that it has signed a letter of intent relating
to a proposed public offering of its securities (the "Offering") and a letter
of intent with a distributor of fasteners and electronic hardware in the New
England market, with annual sales of approximately $8 million, relating to the
possible acquisition of such distributor. The letter of intent related to the
proposed acquisition is subject to a number of conditions, including
satisfactory completion of due diligence and the execution of a definitive
agreement. The consideration for such proposed acquisition would consist of
cash representing a portion of the net proceeds of the Offering and newly
issued securities of the Company.
The proposed Offering is anticipated to consist of units comprised of:
(i) newly issued shares of the Company's preferred stock which are to be
12
<PAGE>
convertible into shares of Common Stock; and (ii) warrants to purchase shares
of Common Stock. The proposed Offering, which will be made only by means of
a prospectus, is anticipated to occur in early 1997 and to generate gross
proceeds of approximately $6 million. These proceeds will be used primarily
to fund the cash portion of the purchase price for the proposed acquisition
and to retire debt. There can be no assurance, however, that an agreement
relating to such proposed acquisition can be successfully negotiated or, if
negotiated, that such transaction, as well as the proposed Offering, can be
successfully completed.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
Not applicable.
13
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
QUESTRON TECHNOLOGY, INC.
(1) Principal Executive Officer:
Date: November 13, 1996 /s/ Dominc A. Polimeni
----------------------
Dominic A. Polimeni
Chief Executive Officer
(2) Principal Financial and Accounting
Officer:
Date: November 13, 1996 /s/ Milton M. Adler
-------------------
Milton M. Adler
Treasurer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED STATEMENT OF INCOME FOR THE 3 MONTHS ENDED SEPTEMBER 30, 1996 AND
THE CONSOLIDATED BALANCE SHEET FOR THE QUARTER ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 360,235
<SECURITIES> 0
<RECEIVABLES> 1,266,903
<ALLOWANCES> 50,773
<INVENTORY> 3,344,073
<CURRENT-ASSETS> 5,052,502
<PP&E> 399,505
<DEPRECIATION> 123,650
<TOTAL-ASSETS> 12,514,539
<CURRENT-LIABILITIES> 1,737,137
<BONDS> 0
0
0
<COMMON> 1,547
<OTHER-SE> 8,565,855
<TOTAL-LIABILITY-AND-EQUITY> 12,514,539
<SALES> 8,141,107
<TOTAL-REVENUES> 8,264,940
<CGS> 4,854,502
<TOTAL-COSTS> 7,397,896
<OTHER-EXPENSES> 193,529
<LOSS-PROVISION> 6,975
<INTEREST-EXPENSE> 234,631
<INCOME-PRETAX> 438,884
<INCOME-TAX> 49,383
<INCOME-CONTINUING> 389,501
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 389,501
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
