<PAGE>
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES ACT OF 1934
For Quarter Ended: December 31, 1999
Commission File Number: 2-95465-S
WESTAR FINANCIAL SERVICES INCORPORATED
(Exact name of registrant as specified in its charter)
Washington 91-1715252
(State or other jurisdiction of (IRS Employer Identification Number)
Incorporation or organization)
The Republic Building; Olympia, WA 98501
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (360) 754-6227
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: ___
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date:
Common Stock 2,293,720
Class Number of Shares Issued at December 31, 1999
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Westar Financial Services Incorporated and Subsidiaries
Consolidated Balance Sheets
as of December 31, 1999 and March 31, 1999
<TABLE>
<CAPTION>
December 31 March 31
(Unaudited)
------------------- -------------------
<S> <C> <C>
Cash $800,596 $925,204
Accounts receivable, net of allowance
for credit losses 375,350 253,697
Credit enhancement receivable, net of
allowance for credit losses 2,237,656 1,039,895
Net investment in direct finance leases, net of
allowance for credit losses 102,539
Operating leases held for sale, net of allowance
for credit losses 685,852 9,640,013
Deferred tax asset, net of valuation allowance
Of $4,202,242 and $3,482,518, respectively
Other assets 1,128,948 533,937
------------------- -------------------
$5,228,402 $12,495,285
=================== ===================
Accounts payable $1,980,875 $1,670,233
Notes payable to bank 1,704,797 9,942,938
Notes payable affiliates 7,584,130 6,438,359
Other liabilities 3,264,185 1,687,211
------------------- -------------------
14,533,987 19,738,741
------------------- -------------------
Redeemable preferred stock 1,273,000 1,548,000
------------------- -------------------
Common stock, no par value 3,666,895 3,239,795
Paid in capital - stock warrants 371,495 371,495
Accumulated deficit (14,616,975) (12,402,746)
-------------------- --------------------
(10,578,585) (8,791,456)
-------------------- --------------------
$5,228,402 $12,495,285
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Operations
For the three months and nine months ended December 31, 1999 and 1998
<TABLE>
<CAPTION>
(Unaudited) Three Months Ended Nine Months Ended
1999 1998 1999 1998
------------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Revenues from sales and securitizations $24,824,495 $25,464,480 $80,963,921 $53,720,095
Earned income on direct financing leases 6,474 494 629,509
Revenues from operating leases 423,284 436,590 1,247,318 633,951
Administrative fee income 460,110 258,624 1,397,374 554,636
Service fee income 98,463 39,510 242,254 90,323
Other income 11,430 10,559 144,655 66,608
------------------- ------------------ ------------------ -----------------
Gross revenues 25,817,782 26,216,237 83,996,016 55,695,122
Direct Costs:
Costs related to sales and securitizations 24,507,661 24,484,960 80,467,319 52,431,776
Interest 82,910 144,782 287,730 947,622
Depreciation expense on operating leases 277,897 290,571 865,955 416,216
Provision for credit losses 7,500 58,000 56,300
Other 133,966 125,704 463,971 304,139
------------------- ------------------ ------------------ -----------------
Total direct costs 25,009,934 25,046,017 82,142,975 54,156,053
------------------- ------------------ ------------------ -----------------
Gross Margin 807,848 1,170,220 1,853,041 1,539,069
General and administrative expenses 1,163,327 768,141 3,416,466 2,097,029
------------------- ------------------ ------------------ -----------------
Income (loss) before subordinated debt interest (355,479) 402,079 (1,563,425) (557,960)
Subordinated debt interest expense (190,575) (155,870) (553,411) (427,948)
------------------- ------------------- ------------------- ------------------
Income (loss) before federal income tax (546,054) 246,209 (2,116,836) (985,908)
benefit
Income tax benefit ------------------- ------------------ ------------------ -----------------
Net income (loss) (546,054) 246,209 (2,116,836) (985,908)
Dividends on redeemable preferred stock (29,437) (35,797) (97,393) (116,713)
------------------- ------------------- ------------------- ------------------
Net income (loss) applicable to common stock (575,491) 210,412 (2,214,229) (1,102,621)
=================== ================== =================== ==================
Weighted average number of shares 2,252,961 2,187,300 2,252,961 2,187,300
=================== ================== ================== =================
Net income (loss) per common share $(.26) $.09 $(.98) $(.50)
=================== ================== =================== ==================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
Westar Financial Services Incorporated and Subsidiaries
Consolidated Statements of Cash Flows
For the nine months ended December 31, 1999 and 1998
(Unaudited)
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
1999 1998
------------------- -------------------
<S> <C> <C>
Net cash provided by operating activities $7,582,803 $18,463,220
------------------- -------------------
Cash flows used in investing activities:
Other (643,308) (144,518)
-------------------- --------------------
Net cash used in investing activities (643,308) (144,518)
-------------------- --------------------
Cash flows from financing activities:
Proceeds from(redemption of) redeemable preferred stock 70,000 (2,525,000)
Proceeds from issuance of common stock
Additions to notes payable to banks 68,614,535 32,194,313
Payments on notes payable to banks (76,852,677) (50,448,073)
Additions to notes payable - subordinated debt 1,395,771 6,749,494
Payments on notes payable - subordinated debt (291,732) (3,159,473)
Dividends paid on preferred stock (115,793)
Origination costs (97,831)
------------------- --------------------
Net cash (used in) provided by financing
activities (7,064,103) (17,402,363)
-------------------- --------------------
Net (decrease) increase in cash (124,608) 916,339
Cash:
Beginning of period 925,204 475,275
------------------- -------------------
End of period $800,596 $1,391,614
=================== ===================
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
The Company's consolidated annual financial statements presented in the 1999
Annual Report on Form 10-K of the Company includes a summary of significant
accounting policies and notes which should be read in conjunction with this Form
10-Q. The consolidated financial statements include the accounts of Westar Auto
Holding Co., Inc. ("WestAH"), a 100%-owned subsidiary of the Company, Westar
Auto Finance L.L.C. ("WestAF"), a limited liability company owned 99% by the
Company and 1% by WestAH, and Westar Lease Origination Trust, a Massachusetts
business trust registered in the state of Washington, beneficially owned by
WestAF. The statements for the three months and nine months ended December 31,
1999 and 1998, are unaudited, condensed and do not contain all information
required by generally accepted accounting principles to be included in a full
set of annual financial statements. In the opinion of Management, all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the results of operations for such periods are included. All
significant inter-company accounts and transactions have been eliminated. The
results of operations for the three months and nine months ended December 31,
1999, are not necessarily indicative of the results of operations for the entire
year. This information included in this Form 10-Q should be read in conjunction
with Management's Discussion and Analysis and the consolidated financial
statements and notes thereto included in Westar Financial Services
Incorporated's ("WEST") 1999 Annual Report on Form 10-K.
FORWARD-LOOKING STATEMENTS
Although most of the information contained in this report is historical, certain
statements contain forward-looking information. To the extent these statements
involve, without limitation, product development and introduction plans, the
Company's expectations for growth, estimates of future revenues, expenses,
profit, cash flow, balance sheet items, forecasts of demand or market trends for
the Company's products and for the auto finance industry or any other guidance
on future periods, these statements are forward-looking and involve matters
which are subject to a number of risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements. Readers of this report should consider, along with other relevant
information, the risks identified in this report, and other risks identified
from time to time in the Company's filings with the Securities and Exchange
Commission, press releases and other communications.
INTEREST PAID
The Company paid cash for interest of $221,609 and $226,269 for the three months
and $768,068 and $1,453,146 for the nine months ended December 31, 1999 and
1998, respectively. The change is due to decreased warehouse financing costs,
which is a result of reduced holding time of assets prior to securitization or
sale, a direct benefit of the Company's proprietary, multi-use Carlson Trust
structure.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is computed using the weighted-average number of
common shares outstanding for the three months and nine months ended December
31, 1999 and 1998, respectively. Net loss used in the computation of earnings
per share has been increased to include the redeemable preferred stock
dividends. Earnings (loss) per share does not include common stock warrants or
common stock options as the effect is anti-dilutive.
<PAGE>
FEDERAL INCOME TAX
The Company provides a 100% valuation allowance against increases in the
deferred tax asset balance. Recording the initial valuation allowance resulted
in (non-cash) net income tax expense in that year as compared to tax benefits
recorded in prior years. Subsequent increases in the deferred tax asset
allowance offset the tax benefit related to the temporary differences creating
the deferred tax asset and result in no federal income tax expense for the
corresponding period. The deferred tax asset is available for an average of 13
years to offset future reported tax liabilities.
SUBORDINATED DEBT ISSUANCE
In December 1999, the Company extended a subordinated debt agreement with &
Capital, Partners, L.P., which is owned by one director and other unrelated
parties, dated August 31, 1998. The note is due March 10, 2000 and bears
interest at the rate of 9.5%. The note has a balance of $500,000 as of December
31, 1999.
In December 1999, the Company extended a convertible-subordinated debt agreement
with & Capital, Partners, L.P., which is owned by one director and other
unrelated parties, dated August 31, 1998. The note is due March 10, 2000 and
bears interest at the rate of 9%. The note has a balance of $1,500,000 as of
December 31, 1999.
In December 1999, the Company extended a subordinated debt agreement with a
director dated May 24, 1999. The note is due March 10, 2000 and bears interest
at the rate of 9%. The note has a balance of $250,000 as of December 31, 1999.
In December 1999, the Company extended a subordinated debt agreement with Puget
Sound Investors, which is owned by 5 Directors, dated June 1, 1999. The note is
due March 10, 2000 and bears a variable rate of interest of prime plus one
percent. The rate is currently 9.5%. The note has a balance of $600,000 as of
December 31, 1999.
In December 1999, the Company extended a line of credit agreement with Bank One
dated June 25, 1998. The note is due March 10, 2000. The note has a balance of
$500,000 as of December 31, 1999.
SECURITIZATION OR SBAS TRANSACTIONS
The Company completed three Securities Based Asset Sales ("SBASs") in the third
quarter of fiscal 2000 in an aggregate amount of $25 million. The Company's
proceeds were reduced by a credit enhancement of $309,400 and cash reserves in
the amount of $119,700, which is to be received over the life of the portfolio.
The Company continues to service the leases securitized.
The Company completed eight SBASs or Asset-Backed Securitizations ("ABSs") in
the nine months ended December 31, 1999 in an aggregate amount of $81
million. The Company's proceeds from the securitizations were reduced by a
credit enhancement in the amount of $877,000 and cash reserves in the amount
of $341,400, which is to be received over the life of the portfolio. The
Company continues to service the leases. The Company's proprietary
origination/issuer/titling securitization structure, Westar Lease Origination
Trust, has completed fifteen sales of automobile lease-backed securities in
private-placement offerings to date.
The leases sold in the above transactions are operating leases and they are
accounted for in accordance with SFAS 13.
<PAGE>
ORIGINATION CHANNEL EXPANSION
INTERNET
The Company has formed a strategic alliance with DriveOff.com, a subsidiary of
Navidec, Inc. and Wells Fargo Bank, in which WEST is the exclusive financial
administrator for all of the financial transactions generated through the
Driveoff.com site. The Company began financing prime credit lease and loan
originations through Driveoff.com on September 28, 1999. Driveoff.com began its
service in the Rocky Mountain Region and plans to operate nationwide in the
first quarter of calendar 2000.
This 3rd generation Internet automobile acquisition channel is focused on
significantly increasing consumer satisfaction with the process while decreasing
prices to the consumer. The program empowers consumers, allowing them to
negotiate new car purchases and financing 100% online. Consumers are able to
select the vehicle at a firm price, arrange the financing and schedule an
appointment to accept delivery of the vehicle entirely online.
WEST has an agreement with First Union Capital Markets Group ("First Union"),
which provides for its support of the venture through a loan purchase
arrangement with WEST for up to $1 billion annually of loans originated through
DriveOff.com. WEST will retain for its own account the leases originated by the
venture.
INTRANET
The newly announced Intranet origination channel enables WEST in conjunction
with Driveoff.com to offer a bundled vehicle acquisition and financing solution
on a complete turnkey basis to unrelated affinity organizations. The Intranet
program allows each organization to customize its automotive Intranet site to
reflect proprietary or exclusive options. This service is expected to generate
both fee income and lease originations for WEST.
PRIVATE LABEL
The newly announced Private Label origination channel allows financial
institutions to offer competitive pricing and high quality service for auto
leases or loans through outsourcing. The Company's technologies are integrated
into a bank's origination process, which enables the financial institution to
give instant approvals, real time reviews and immediate access to the Company's
auto finance specialists. This service is expected to generate both fee income
and lease originations for WEST.
The diversification provided by four origination channels allows the Company
to build a sustainable competitive advantage by using its proprietary leading
edge decisioning and communications technologies and its proprietary lease
securitization capabilities.
WEST's proprietary, LASIR system, risk management techniques, innovative
technology and diversified funding strategy are designed to allow the Company
to price its products to yield an above-average return on investment while
offering the most credit worthy consumers lower effective finance rates.
COMMON STOCK
In August 1999, the Company converted 275 shares of preferred stock into
$275,000 of common stock.
In September 1999, the Board of Directors elected to receive common stock in
lieu of cash compensation for director's fees. Common stock was issued to the
directors in the amount of $82,100.
<PAGE>
SUBSEQUENT EVENTS
In January 2000, the Company entered into a debt agreement with Navidec Inc.
to borrow $1,200,000. The note is to be repaid no later than March 31, 2000.
The note bears interest at the rate of 6%.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL POSITION
Nine months ended December 31, 1999 compared to nine months ended
December 31, 1998
- --------------------------------------------------------------------------------
Westar Financial Services Incorporated ("WEST") and Subsidiaries provide prime
credit quality consumer automobile lease financing through franchised automobile
dealers in the western United States as well as through its Internet, Intranet
and Private Label origination channels. While the Company's statement of
operations reports net income (loss) of approximately $(546,000) and $246,000
for the three months and a net loss of $(2,117,000) and $(986,000) for the nine
months ended December 31, 1999 and 1998, respectively, it is management's
opinion that Dealer Direct Retail Leasing ("DDRL") and internet origination
channels are one of the most scalable, sophisticated and marketable retail
leasing programs currently available and a valuable investment in the Company's
future. WEST has designed and developed a number of financing, lease servicing
and risk management innovations. The Company has invested significant personnel,
time and resources towards its DDRL and new e-finance programs.
Lease origination volumes increased from 568 automobile leases costing $16
million in the prior year to 817 automobile leases costing $24 million in the
current period. The credit quality of originated leases improved from average
FICO scores of 697 in the prior period to 709 in the current period. Lease
originations for the nine months increased from 1,260 leases costing $35 million
in the prior year to 2,545 leases costing $72 million in the current period. The
face value of leases serviced increased 123% from $74 million in the prior year
to $166 million for the third quarter of fiscal 2000.
Revenues for the quarter decreased by approximately $398,500 from $26.2 million
the comparable period of the prior year to $25.8 million. On a year to date
basis, revenues increased $28.3 million, from $55.7 million to $84.0 million.
The decrease in revenues from the prior year was due to assets securitized in
the third quarter fiscal 1999 which were originated in the prior quarter. This
resulted in a $640,000 decrease in proceeds from sales and securitizations.
Revenues from operating leases decreased $13,300 in the third quarter due to the
assets being held a reduced length of time prior to sale or securitization.
Increased volumes of lease originations resulted in a $201,500 increase in
administrative fee income and a $59,000 increase in service fee income.
The 51% year-to-date increase in revenues is primarily due to increased
volumes of lease originations, which lead to the completion of SBASs and ABSs
for approximately $81 million. The Company produced record lease
originations, an increase of 102% from the prior comparable period, and the
increase is reflected in the $842,700 increase in administrative income. The
change in asset classification to operating leases from direct financing
leases resulted in an increase of operating lease income of $613,400 and a
decrease of direct financing lease income of $629,000. The record lease
origination volumes caused servicing fee income to increase $151,900 and
other income to increase $78,000.
Direct costs decreased by $36,100 in the third quarter, from $25.05 million the
comparable quarter of fiscal 1999 to $25.01 million. On a year-to-date basis,
direct costs increased $28 million, from $54 million the prior fiscal year to
$82 million.
<PAGE>
The decrease in direct costs during the third quarter is due to a $61,900
decrease in interest costs due to a reduced length of time warehoused assets
were held prior to sale or securitization, a direct benefit of the Company's
proprietary, multi-use Carlson Trust structure. The reduced warehousing of
assets also contributed to a $75,200 increase in cost of securitizations which
is partially offset by a $41,000 decrease in securitization fees and a $12,700
decrease in depreciation expense. The increase in direct costs year-to-date is
due to the record volumes of lease originations with a cost of $72 million
compared to $35 million in the comparable quarter in the prior year.
Depreciation expense increased $449,700 due to the Company originating operating
leases and the increased volumes. These increases are partially offset by a
$659,900 decrease in direct interest costs.
Gross margins decreased $362,400 the third quarter of fiscal 2000, from
$1,170,200 to $807,800 as a result of the SBASs completed in the third quarter
of fiscal 1999 which included originations from the prior quarter.
Year-to-date, record lease origination volumes and the eight SBASs and ABSs
contributed to gross margins increasing $314,000, from $1,539,100 to $1,853,100
in fiscal 2000. Each of WEST's sales and securitizations in fiscal 2000 produced
positive cash flow.
General and administrative expense increased by approximately $395,200 in the
third quarter, from $768,100 the comparable quarter of fiscal 1999 to
$1,163,300. For the quarter, the increase in general and administrative expense
is a result of increases in: salaries and wages of $177,200, depreciation
expense of $53,200, dealer marketing expense of $38,900 and office equipment
rental expense of $29,800. On a year-to-date basis, general and administrative
expense increased $1,319,400, from $2,097,000 the prior fiscal year to
$3,416,500. For the nine months, the increase in general and administrative
expense is a result of increases in salaries and wages of $599,500,
depreciation expense of $141,500, dealer marketing expense of $88,400, office
equipment rental expense of $70,500 and telephone expense of $46,900.
The increase in salaries and wages expense are the result of increased personnel
in Finance, Operations, Risk Management and Human Resources recruited in
anticipation of greater lease origination volumes due to Internet, Intranet and
Private Label expansion and geographic expansion of the Company's DDRL
operations. The increase in dealer marketing expense reflects a promotional plan
based on increased volumes. In preparation of geographic and Internet expansion,
the Company purchased and leased additional fixed assets, which resulted in
increased depreciation expense and office equipment rental expense. The
increase in telephone expense is in preparation for the expansion in other
origination channels.
LIQUIDITY AND CAPITAL RESOURCES
The Company requires substantial cash to implement its business strategy,
including cash to: (i) acquire vehicles; (ii) satisfy requirements for working
capital; (iii) pay operating expenses; (iv) satisfy debt service; (v) pay
preferred stock dividends; (vi) implement its geographic expansion; (vii) invest
in technology, systems and personnel; and, (viii) pay sales or securitization
costs. A substantial portion of the Company's revenues in any period results
from sales or securitizations of leases in such period. In a securitization
transaction, a portion of the cash underlying such revenues is received over the
life of the leases. The Company has historically been successful in meeting its
liquidity needs through internal cash flow, borrowings from financial
institutions, securitizations and SBASs, portfolio sales and sales of equity and
debt securities.
The Company is integrating three new financing origination channels--Internet,
Intranet and Private Label--with its current DDRL origination channel. The
development of each channel enables the Company to capitalize on its new
technologies and is intended to enhance leadership position in e-finance
industry. To diversify funding strategies, the Company is negotiating several
Asset Backed Commercial Paper ("ABCP"),
<PAGE>
SBASs and term securitization facilities with several investors and expanding
its ABS facilities. The diversification of funding strategies and origination
channels is intended to improve long-term business flexibility, strengthen the
Company's competitive position and build a sustainable competitive advantage.
WEST was the third Company in the nation to structure a free-standing lease
securitization and the first to originate multiple securitizations from within a
single bankruptcy remote structure and to originate a tax benefit transfer from
within an ABSs. As of December 31, 1999, the Company has completed fifteen SBASs
or securitizations. It retains the servicing of the portfolios and receives
servicing income through the life of the lease.
The Company entered into an agreement with Bank One, Columbus NA in July 1995
which initially created a warehouse facility with a $12 million limit. The
facility has been re-negotiated annually to meet the Company's interim financing
needs. This revolving credit warehouse facility is utilized as interim financing
for the acquisition of vehicle leases until sufficient volume is achieved to
sell such leases through an ABS or SBAS transaction. After repayment of the
related borrowings from Bank One, the net proceeds from the sales of originated
leases provide a source of cash for future originations of vehicle leases and
general and administrative expenses. The warehouse facility is currently set at
$15 million. At December 31, 1999 the unused portion of the warehouse line was
$13.8 million. The Company must comply with certain loan covenants. At
December 31, 1999, the Company was out of compliance with specific covenants and
the lender has waived this event through July 1, 2000.
The Company entered into an agreement with First Union in July 1999 whereas
First Union agreed to purchase up to $1 billion of prime credit auto loans
annually from WEST. The loans are generated through its Internet origination
channel. This is a three year commitment which can be renewed at June 30,
2002.
It is the opinion of Management that, as of December 31, 1999, the liquidity
sources discussed above in conjunction with subsequent events noted above are
sufficient to meet the Company's immediate cash flow needs for operations and
for the acquisition of leases in the normal course of business. The Company is
currently in negotiations to obtain additional capital through private
financings to provide for the Company's planned growth over the next several
years. There can be no assurance that such negotiations will be successful.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Index to Exhibits
2. Plan of acquisition, reorganization, arrangement, liquidation
or succession
2.1 Plan and Agreement of Merger between Westar Financial
Services Incorporated and Republic Leasing Incorporated
incorporated by reference to the Exhibit to Form 10-K
dated June 11, 1996.
3. Articles of Incorporation and Bylaws
3.1 The Articles of Incorporation of Westar Financial
Services Incorporated filed on February 13, 1996
incorporated by reference to the Exhibit to Form 10-K
dated June 11, 1996.
3.2 The Bylaws of Westar Financial Services Incorporated
adopted on February 21, 1996 incorporated by reference to
the Exhibit to Form 10-K dated June 11, 1996.
4. Instruments defining the rights of security holders, including
indentures.
4.1 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 1 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
4.2 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 2 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
4.3 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 3 Preferred Stock incorporated by
<PAGE>
reference to the Exhibit to Form 10-K dated June 11,
1996.
4.4 Designation of Rights and Preferences of Republic Leasing
Incorporated Series 4 Preferred Stock incorporated by
reference to the Exhibit to Form 10-K dated June 11,
1996.
10. Material Contracts.
10.1 Republic Leasing Incorporated 1994 Stock Option Plan
incorporated by reference to the Exhibit to Form 10-K
dated June 11, 1996.
10.2 The Letter Agreement between Republic Leasing
Incorporated and The Industrial Bank of Japan, Limited
dated March 3, 1995 incorporated by reference to the
Exhibit to Form 10-K dated June 11, 1996.
10.3 Revolving Credit Agreement among Westar Auto Finance,
L.L.C. as Borrower, Republic Leasing Incorporated as
Guarantor and Bank One, Columbus, N.A., as the lender
dated July 12, 1995 incorporated by reference to the
Exhibit to Form 10-K dated June 11, 1996.
10.4 Amendment, dated February 15, 1996, to the Revolving
Credit Agreement with Bank One, Columbus, N.A., dated
July 12, 1995 incorporated by reference to the Exhibit
to Form 10-K dated June 11, 1996.
10.5 The Promissory Note between Westar Financial Services
Incorporated and Mud Bay Holdings Ltd., as the lender
dated January 15, 1997 incorporated by reference to the
Exhibit to Form 10-K dated September 9, 1997.
10.6 The Promissory Note between Westar Financial Services
Incorporated and & Capital Inc., as the lender dated
April 15, 1997 incorporated by reference to the Exhibit
to Form 10-Q dated September 22, 1997.
10.7 The Amended and Restated Revolving Credit Loan agreement
between Westar Financial Services Incorporated and Bank
One, as the lender dated July 22, 1997 incorporated by
reference to the Exhibit to Form 10-Q dated November 14,
1997.
10.8 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated October 20, 1997 incorporated by reference
to the Exhibit to Form 10-Q dated November 14, 1997.
10.9 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated February 9, 1998 incorporated
by reference to the Exhibit to Form 10-Q
dated February 17, 1998.
10.10 The Amended agreement between Westar Financial Services
Incorporated and Bank One as the lender dated
October 27, 1997 incorporated by reference
to the Exhibit to Form 10-Q dated February
17, 1998.
<PAGE>
10.11 The Amended agreement between Westar Financial Services
Incorporated and Bank One, as the lender dated March 31,
1998 incorporated by reference to the Exhibit to Form
10-K dated February 17, 1999.
10.12 The Amended agreement between Westar Financial Services
Incorporated and Mud Bay, as the lender dated March 31,
1998 incorporated by reference to the Exhibit to Form
10-K dated February 17, 1999.
10.13 The Amended agreement between Westar Financial Services
Incorporated and Cathy Carlson, as the lender dated
April 30, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
10.14 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Inc., as the lender dated
April 30, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
10.15 The Amended agreement between Westar Financial Services
Incorporated and & Capital, Inc., as the lender dated
April 30, 1998 incorporated by reference to the Exhibit
to Form 10-K dated February 17, 1999.
10.16 The promissory note between Westar Financial Services
Incorporated and Summit Capital as the lender dated May
1, 1998 incorporated by reference to the Exhibit to Form
10-K dated February 17, 1999.
10.17 The promissory note between Westar Financial Services
Incorporated and PLMC, LLC, as the lender dated April
30, 1998 incorporated by reference to the Exhibit to
Form 10-Q dated March 31, 1999.
10.18 The promissory note between Westar Financial Services
Incorporated and PLMC, LLC as the lender dated May 11,
1998 incorporated by reference to the Exhibit to Form
10-Q dated March 31, 1999.
10.19 The Amended agreement between Westar Financial Services
Incorporated and Bank One, as the lender dated June 25,
1998 incorporated by reference to the Exhibit to Form
10-Q dated March 31, 1999.
10.20 The Second Amended agreement between Westar Financial
Services Incorporated and Bank One, as the lender dated
July 22, 1998 incorporated by reference to the Exhibit
to Form 10-Q dated March 1, 1999.
10.21 The purchase/repurchase agreement between Westar
Financial Services Incorporated and T&W Financial
Services, as the lender dated July 23, 1998 incorporated
by reference to the Exhibit to Form 10-Q dated March 1,
1999.
10.22 The amended agreement for the Westar Financial Services
Incorporated 1994 Stock Option Plan dated April 26, 1999
incorporated by reference to the Exhibit to Form 10-K
dated June 25, 1999.
<PAGE>
10.23 The amended agreement between Westar Financial Services
Incorporated and Bank One, as the lender dated May 1,
1999 incorporated by reference to the Exhibit to Form
10-K dated June 25, 1999.
10.24 The amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated April 1, 1999 incorporated by reference to
the Exhibit to Form 10-K dated June 25, 1999.
10.25 The amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated April 1, 1999 incorporated by reference to
the Exhibit to Form 10-K dated June 25, 1999.
10.26 The amended agreement between Westar Financial Services
Incorporated and a director, as the lender dated May 24,
1999 incorporated by reference to the Exhibit to Form
10-K dated June 25, 1999.
10.27 The agreement between Westar Financial Services
Incorporated and Puget Sound Investors, as the lender
dated June 1, 1999 incorporated by reference to the
Exhibit to Form 10-K dated June 25, 1999.
10.28 The amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated December 1, 1999.
10.29 The amended agreement between Westar Financial Services
Incorporated and & Capital, Partners, L.P., as the
lender dated December 1, 1999.
10.30 The amended agreement between Westar Financial Services
Incorporated and a director, as the lender dated
December 1, 1999.
10.31 The amended agreement between Westar Financial Services
Incorporated and Puget Sound Investors, dated December
1, 1999.
10.32 The amended agreement between Westar Financial Services
Incorporated and Bank One, dated December 1, 1999.
27. Financial Data Schedule
14 (b) Reports ON FORM 8-K
Form 8-K(A) with respect to change in and disagreements with
predecessor accountants was filed with the Securities
and Exchange Commission on May 25, 1999
<PAGE>
SIGNATURES
Pursuant to the requirement 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.
WESTAR FINANCIAL SERVICES INCORPORATED
February 4, 2000 /s/ R. W. Christensen, Jr., President
(Signature)
February 4, 2000 /s/ Cindy A. Kay, Vice President & Controller
(Signature)
<PAGE>
Exhibits
Exhibit 10.28
AGREEMENT
This Agreement is made as of December 1, 1999 between WESTAR FINANCIAL
SERVICES INCORPORATED , a Washington corporation (the "Company") and & CAPITAL,
PARTNERS, L.P. (the "Lender").
RECITALS
A. The Company executed and delivered to Lender a promissory note
in the principal amount of $500,000 dated January 26, 1998
(the "Note").
B. The Note matured on March 26, 1998 and was extended.
C. The Parties are entering into this Agreement to extend the
maturity date for payment of the Note.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. MATURITY DATE. The maturity date of the Note is hereby extended to
March 10, 2000.
2. SUBORDINATION. The Bank One Security Interest shall be and remain at all
times a lien or charge on the Residual Interest, prior and superior to the lien
or charge of Lender under the Lender Security Agreement.
3. ACKNOWLEDGMENT OF SUBORDINATION. Lender acknowledges that it hereby
intentionally waives, relinquishes and subordinates the priority and superiority
of the lien or charge of the Lender Security Agreement in favor of the lien or
charge of the Bank One Security Interest upon the Residual Interest, and
understands that in reliance upon and in consideration of this waiver,
relinquishment and subordination, specific loans and advances are being and will
be made and specific monetary and other obligations are being and will be
entered into by third parties which would not be made or entered into but for
such reliance upon this waiver, relinquishment and subordination. Lender agrees
to execute such further documents as either Bank One or the Company may
reasonably request to reflect, implement or confirm such subordination.
4. ENTIRE AGREEMENT. This Agreement contains the whole agreement between the
parties hereto with respect to its subject matter, and supersedes all prior
agreements whether written or oral.
5. BINDING EFFECT. This Agreement shall enure to the benefit of and be binding
upon the legal representatives, heirs, successors and assigns of the parties.
6. CONTINUING EFFECT. Except as specifically modified or amended hereby, the
Note and the Lender Security Agreement shall continue in full force and effect
in accordance with their terms.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
WESTAR FINANCIAL SERVICES INC.
By:___________________________
R.W. Christensen, Jr.
Its President
& CAPITAL, PARTNERS, L.P.
By:___________________________
David C. Soward
Managing General Partner
<PAGE>
Exhibit 10.29
AGREEMENT
This Agreement is made as of December 1, 1999 between WESTAR FINANCIAL
SERVICES INCORPORATED, a Washington corporation (the "Company") and & CAPITAL,
PARTNERS, L.P. (the "Lender").
RECITALS
A. The Company executed and delivered to Lender a promissory note
in the principal amount of $500,000 dated January 26, 1998
(the "Note").
B. The Note matured on March 26, 1998 and was extended.
C. The Parties are entering into this Agreement to extend the
maturity date for payment of the Note.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
1. MATURITY DATE. The maturity date of the Note is hereby extended to March
10, 2000.
2. SUBORDINATION. The Bank One Security Interest shall be and remain at all
times a lien or charge on the Residual Interest, prior and superior to the lien
or charge of Lender under the Lender Security Agreement.
3. ACKNOWLEDGMENT OF SUBORDINATION. Lender acknowledges that it hereby
intentionally waives, relinquishes and subordinates the priority and superiority
of the lien or charge of the Lender Security Agreement in favor of the lien or
charge of the Bank One Security Interest upon the Residual Interest, and
understands that in reliance upon and in consideration of this waiver,
relinquishment and subordination, specific loans and advances
<PAGE>
are being and will be made and specific monetary and other obligations are
being and will be entered into by third parties which would not be made or
entered into but for such reliance upon this waiver, relinquishment and
subordination. Lender agrees to execute such further documents as either Bank
One or the Company may reasonably request to reflect, implement or confirm
such subordination.
4. ENTIRE AGREEMENT. This Agreement contains the whole agreement between the
parties hereto with respect to its subject matter, and supersedes all prior
agreements whether written or oral.
5. BINDING EFFECT. This Agreement shall enure to the benefit of and be binding
upon the legal representatives, heirs, successors and assigns of the parties.
6. CONTINUING EFFECT. Except as specifically modified or amended hereby, the
Note and the Lender Security Agreement shall continue in full force and effect
in accordance with their terms.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
WESTAR FINANCIAL SERVICES INC.
By:___________________________
R.W. Christensen, Jr.
Its President
& CAPITAL, PARTNERS, L.P.
By:___________________________
David C. Soward
Managing General Partner
<PAGE>
Exhibit 10.30
LOAN MODIFICATION AGREEMENT
$250,000.00 Olympia, Washington
December 1, 1999
THIS LOAN MODIFICATION AGREEMENT ("the Agreement") is made and entered
into as of December 1, 1999 by and among Westar Financial Services Incorporated,
a Washington Corporation ("Westar") and Charles S. Seel, the Lender.
RECITALS
FOR VALUE RECEIVED, the undersigned, WESTAR FINANCIAL SERVICES
INCORPORATED, a
<PAGE>
Washington corporation (the "Company"), promises to pay to the order of
CHARLES S. SEEL (the "Lender"), at its principal place of business at 24105
Sno-Woodinville Road, P.O. Box 646, Woodinville, Washington, 98072-0646, or
to the holder hereof at such address as the holder may designate by written
notice, the principal sum of Two Hundred Fifty Thousand Dollars
($250,000.00), together with interest on the unpaid principal balance hereof
from the date of disbursement by the Lender at the rate and in the manner
hereinafter set forth.
1. PAYMENTS OF PRINCIPAL AND INTEREST. The total principal sum and
interest hereunder shall be due and payable and shall be paid by the Company
to the Lender in one lump sum payment on the earlier of (i) December 1, 1999
or (ii) receipt by the Company of not less than Five Million Dollars
($5,000,000.00) in proceeds from one or more closings of its current offering
of Units, consisting of senior subordinated notes and warrants or any other
similar financing or financing involving equity securities. This Note shall
bear interest on the unpaid principal balance at a rate per annum equal to
nine percent (9%). All interest payable in accordance with this Note shall be
calculated on the basis of a 365 day year for the actual number of days
principal is outstanding. Payment shall be made by wire transfer of
immediately available funds as specified by Lender.
2. PRE-PAYMENTS. The indebtedness evidenced or created by this Note
may at any time prior to maturity be prepaid in full or in part without any
premium or penalty.
3. COLLATERAL. This Note is secured by a lien on and security
interest in certain assets of the Company pursuant to a Security Agreement of
even date herewith between the Lender and the Company (the "Security
Agreement").
4. REMEDIES.
(a) The failure of the Lender to exercise any option upon any
default shall not constitute a waiver of the right to exercise such option in
the event of any continuing or subsequent default. The Company hereby agrees
that the maturity of all or any part of the loan may be postponed or extended
and that any covenants and conditions contained in this Note, or the Security
Agreement or in any instrument given as security for the Indebtedness
evidenced or created hereby may be waived or modified without prejudice to
the liability of the Company on said Note or instrument.
(b) Presentment for payment, notice or dishonor, protest, notice
of protest and diligence in bringing suit against the Company or any
guarantor of the Company's obligations are hereby severally waived by the
Company.
5. MAXIMUM INTEREST. Nothing herein contained, nor in any instrument
or transaction relating hereto, shall be construed as to require the Company,
or any person liable for the payment of the loan made pursuant to this Note,
to pay interest in an amount or at a rate greater than the highest rate
permissible under applicable law. Should any interest or other charges paid
by the Company or any parties liable for the payment of the loan made
pursuant to this Note, result in the computation of earning of interest in
excess of the highest rate permissible under applicable law, then any and all
such excess shall be and the same is hereby waived by Lender, and all such
excess shall be automatically credited against and in reduction of the
principal balance, and any portion of said excess which exceeds the principal
balance shall be paid by the Lender to the Company or any parties liable for
the payment of the loan made pursuant to this Note as their respective
interests appear, it being the intent of the parties hereto that under no
circumstances shall the Company or any parties liable for the payment of the
loan hereunder be required to pay interest in excess of the highest rate
permissible under applicable law.
6. NOTICES. Except for any notice required under applicable law to
be given in another manner, (a) any notice to the Company provided for
hereunder shall be delivered by
<PAGE>
mailing such notice by certified mail or registered mail, return receipt
requested, or overnight courier addressed to the Company at its address as
shown on Lender's records or at such address as the Company may designate by
notice to the Lender as provided herein, and (b) any notice to the Lender
shall be delivered by certified or registered mail, return receipt requested,
or by overnight courier to the Lender's address set forth above, or to such
other address as the Lender may designate by notice to the Company as
provided herein. Any notice provided for hereunder shall be deemed to have
been delivered to the Company or the Lender three days after the same has
been deposited with the United States Postal Service or overnight courier in
the above manner. Actual notice and receipt of any written notice shall
constitute notice in all events. Payment, however, shall be deemed received
only upon actual receipt.
13. GOVERNING LAW. This Note shall be governed and construed in
accordance with the laws of the State of Washington.
LOAN MODIFICATION AGREEMENT
Westar, the Borrower and Charles S. Seel, the Lender desire to amend
the original loan documents to extend the maturity date from December 1, 1999
to March 10, 2000.
Lender WESTAR FINANCIAL SERVICES
INCORPORATED
By: _________________________ By: ____________________
Charles S. Seel R. W. Christensen, Jr.
President
<PAGE>
Exhibit 10.31
LOAN MODIFICATION AGREEMENT
$600,000 Olympia, Washington
December 1, 1999
THIS LOAN MODIFICATION AGREEMENT ("the Agreement") is made and
entered into as of December 1, 1999 by and among Westar Financial Services
Incorporated, A Washington Corporation ("Westar") and Puget Sound Investors,
the Lender.
RECITALS
FOR VALUE RECEIVED, the undersigned, WESTAR FINANCIAL SERVICES
INCORPORATED, a Washington corporation (the "Company"), promises to pay to
the order of PUGET SOUND INVESTORS, (the "Lender"), the principal sum of Six
Hundred Thousand Dollars ($600,000.00), together with interest on the unpaid
principal balance hereof from the date of disbursement by the Lender at the
rate and in the manner hereinafter set forth.
1. PAYMENTS OF PRINCIPAL AND INTEREST. The total principal hereunder
shall be due and payable and shall be paid by the Company to the Lender in
one lump sum payment on December 1, 1999. This Note shall bear interest on
the unpaid principal balance at a variable rate per annum equal to prime plus
one percent (currently 8.75%). All interest payable in accordance with this
Note shall be calculated on the basis of a 365 day year for
<PAGE>
the actual number of days principal is outstanding. Interest shall be due and
payable and shall be paid by the Company to the Lender on a monthly basis.
2. PRE-PAYMENTS. The indebtedness evidenced or created by this Note
may at any time prior to maturity be prepaid in full or in part without any
premium or penalty.
3. ACKNOWLEDGMENT OF SUBORDINATION. Lender acknowledges that it
hereby intentionally waives, relinquishes and subordinates the priority and
superiority of the lien or charge of the Lender Security Agreement in favor
of the lien or charge of the Bank One Security Interest upon the Residual
Interest, and understands that in reliance upon and in consideration of this
waiver, relinquishment and subordination, specific loans and advances are
being and will be made and specific monetary and other obligations are being
and will be entered into by third parties which would not be made or entered
into but for such reliance upon this waiver, relinquishment and
subordination. Lender agrees to execute such further documents as either Bank
One or the Company may reasonably request to reflect, implement or confirm
such subordination.
4. NOTICE. In case of a lawsuit or action is commenced to collect
this note or any portion thereof, Westar promises to pay, in addition to the
costs provided by statute, such sum as the court may adjudge reasonable as
attorney's fees therein, (including any action to enforce the judgement and
this provision as to attorney's fees and costs shall survive the judgement.)
Venue in any action to enforce this Note shall, at holder's option, shall be
in Thurston County, Washington.
5. GOVERNING LAW. This Note shall be governed and construed in
accordance with the laws of the State of Washington.
LOAN MODIFICATION
AGREEMENT
Westar, the Borrower, and Puget Sound Investors, the Lender desire
to amend the original loan documents to extend the maturity date from
December 1, 1999 to March 10, 2000.
Puget Sound Investors Westar Financial Services Inc.
By: _________________________ By:_________________________
R. W. Christensen, Jr. Cindy A. Kay
<PAGE>
Exhibit 10.32
LOAN MODIFICATION AGREEMENT
THIS LOAN MODIFICATION AGREEMENT (the "Agreement") is made and
entered into as of December 1, 1999 by and among WESTAR FINANCIAL SERVICES
INCORPORATED, a Washington corporation ("Westar"), ROBERT W. CHRISTENSEN, JR.
("Christensen") and BANK ONE, NA, a national banking association formerly
named Bank One, Columbus, NA (the "Lender").
RECITALS
The following recitals are representations with respect to certain
factual matters that form the basis of this Agreement and are an integral
part of this Agreement.
A. The Lender loaned to Westar the sum of $750,000 (the "Loan")
pursuant to the terms and conditions of a certain Loan Agreement dated as of
August 13, 1997 by and between Westar and the Lender (the "Loan Agreement");
B. To evidence the Loan, Westar executed a certain Promissory Note
dated August 13, 1997 (the "Note"), whereby Westar promised to pay the
outstanding principal balance of the Loan, together with interest as set
forth in the Note, on or before October 27, 1997;
C. To secure the Loan Agreement and the Note, the Lender and Westar
entered into a certain Security Agreement dated as of August 13, 1997 (the
"Security Agreement");
D. In consideration of the Lender making the Loan to Westar,
Christensen (the "Indemnitor") severally, agreed by a certain Validity
Agreement dated as of August 13, 1997 to indemnify the Lender as set forth
therein (the "Validity Agreement");
E. In further consideration of the Lender making the Loan to Westar,
the Lender and Westar entered into a certain Agreement with Respect to
Prevention and Resolution of Disputes dated as of August 13, 1997 (the
"Dispute Resolution Agreement");
F. Lender is still the holder and beneficiary of the Loan Agreement,
Note, Security Agreement, Validity Agreement, Dispute Resolution Agreement
and certain other agreements, documents and instruments related thereto
(collectively, the "Loan Documents"); and
G. Westar, the Lender and the Indemnitor desire to amend the Loan
Documents to extend the maturity date of the Note from December 1, 1999 to
March 10, 2000 and the principal balance not to exceed $500,000.
AGREEMENT
NOW, THEREFORE, in consideration of the agreement and undertakings
of the parties to amend the Loan Documents, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. All terms and conditions of the Loan Documents shall remain in
full force and effect without change, except that, in order to reflect the
extension of the maturity date of the Note to March 10, 2000 and the
principal balance not to exceed $500,000:
1. Payments of Principal and Interest.
The total principal sum and interest hereunder shall be due and
payable and shall be paid by Westar to the Lender in one lump sum
payment on or before March 10, 2000.
The unpaid principal balance of this Note shall bear interest as
follows:
<PAGE>
(a) from the date of the initial disbursement to and including
March 10, 2000, at a fluctuating rate per annum equal to three
percent (3.0%) above the LIBOR Rate (defined below);
As used herein, "LIBOR Rate" shall mean the interest rate at which
deposits in immediately available funds in U.S. dollars are offered
by prime banks in the interbank market for a thirty (30) day period
as published in the Wall Street Journal. The initial LIBOR Rate
shall be the LIBOR Rate in effect as of the date of disbursement of
the loan proceeds by the Lender and thereafter shall be the LIBOR
Rate in effect as of the first Business Day of each month (the
"Interest Determination Date") and such LIBOR Rate shall be
effective until the next succeeding Interest Determination Date.
Any change in the LIBOR Rate shall be effective immediately upon
and after the related Interest determination Date.
All interest payable in accordance with this Note shall be
calculated on the basis of a 360-day year for the actual number of
days principal is outstanding."
2. Westar covenants that it will (i) pay the balance of the
principal, together with the interest from the dates of disbursement thereof,
as specified in the Loan Documents, as amended hereby, and (ii) perform and
observe all covenants, agreements, stipulations and conditions on its part to
be performed under the Loan Documents.
3. Except as specifically modified herein, the Loan Documents shall
remain in full force and effect in all respects according to their original
terms, covenants and conditions as security for the unpaid balance of the
indebtedness and interest thereon evidenced by the Loan Agreement and the
Note, as if the unpaid balance of the principal, with the interest accrued
thereon, had originally been payable as provided for herein. Except as
specifically set forth herein, nothing in this Agreement shall affect or
impair any rights and powers which the Lender may have thereunder.
4. Each of the parties hereto consents to the provisions of this
Agreement and represents and warrants to the Lender that as of the date
hereof the Loan Documents to which such party remain in full force and effect
and are enforceable in accordance with their respective terms, as amended
hereby.
5. This Agreement may be simultaneously executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.
6. This Agreement is binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns; provided,
however, that Westar and the Indemnitors may not assign or transfer their
respective rights or duties under this Agreement or the Loan Documents
without the prior written consent of the Lender.
IN WITNESS THEREOF, the parties hereto have executed this Agreement
as of the date first above written.
BANK ONE, NA WESTAR FINANCIAL SERVICES INCORPORATED,
a Washington corporation
By:__________________________ By:___________________________
Robert N. Kent, Jr. R. W. Christensen, Jr.
Vice President President
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<PAGE>
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<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-END> DEC-31-1999
<CASH> 800,596
<SECURITIES> 0
<RECEIVABLES> 375,350
<ALLOWANCES> 0
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1,273,000
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<COMMON> 3,666,895
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<TOTAL-LIABILITY-AND-EQUITY> 5,228,402
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<TOTAL-REVENUES> 25,817,782
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