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 Quarter Ended October 29, 1994 Commission File Number 1-6166
PETRIE STORES CORPORATION
(Exact Name of Registrant as specified in its Charter)
New York 36-2137966
(State of Incorporation) (I.R.S. Employer Identification No.)
70 Enterprise Avenue
Secaucus, New Jersey
(Address of principal 07094
executive offices)
(Zip Code)
(201) 866-3600
Registrant's Telephone Number)
NONE
----
Former name, former address
and former fiscal year, if
changed since last report.
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 (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 _
-
Number of shares outstanding at October 29, 1994, 46,848,848 shares, $1.00
par value, common stock.
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
INDEX
PAGE NO.
--------
Part I - Financial Information (Unaudited):
Consolidated Balance Sheets
October 29, 1994 and January 29, 1994................... 3 & 4 of 12
Consolidated Operations - Three Months and Nine Months
Ended October 29, 1994 and October 30, 1993............. 5 of 12
Consolidated Additional Paid-In Capital and Consolidated
Retained Earnings - Nine Months Ended October 29, 1994. 6 of 12
Consolidated Cash Flows - Nine Months
Ended October 29, 1994 and October 30, 1993............. 7 of 12
Notes.............................................. 8, 9 & 10 of 12
Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 11 of 12
Part II - Other Information...................................... 12 of 12
Signature........................................................ 12 of 12
Exhibit:
Exhibit 27 - Financial Data Schedule
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(In thousands of dollars)
October 29, January 29,
1994 1994
---- ----
ASSETS (Unaudited)
Current Assets:
Cash and short-term investment....................... $ 0 $ 39,290
Investments in common stock (Note 2 ).............. 0 35,740
Accounts receivable:
Trade, less allowance for doubtful accounts of $2,450 0 49,999
Other................................................ 0 13,745
Merchandise inventories............................... 0 187,627
Prepaid expenses and sundry receivables.............. 0 6,887
Deferred income taxes................................. 0 7,456
Net assets of discontinued operations................. 177,500 0
------- -------
TOTAL CURRENT ASSETS................................ 177,500 340,744
------- -------
Investments:
Investments in common stock (Note 2)..................1,529,374 1,481,937
Property and Equipment, at Cost:
Land.................................................. 0 2,777
Buildings and improvements............................ 0 16,157
Leasehold costs, improvements, store fixtures and
equipment............................................ 0 588,450
----- -------
0 607,384
Less accumulated depreciation and amortization......... 0 339,409
----- -------
0 267,975
----- -------
Excess of Cost Over the Fair Value of Net Assets Acquired,
Less accumulated amortization of $28,176................ 0 89,602
----- -------
Other Assets:
Debt issuance costs, less accumulated amortization of
$626 at 10/29/94 and $574 at 1/29/94.................... 1,103 1,155
Other.................................................... 0 6,394
----- -----
1,103 7,549
------ -----
$ 1,707,977 $ 2,187,807
========= =========
See notes to consolidated financial statements.
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
---------------------------
(In thousands of dollars)
October 29, January 29,
1994 1994
---- ----
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term borrowings............................ $ 0 $ 20,000
Accounts payable................................. 0 26,993
Accrued expenses and other liabilities........... 3,728 44,917
TOTAL CURRENT LIABILITIES................... 3,728 91,910
Long-Term Liabilities:
Convertible subordinated debentures.............. 123,566 124,952
Deferred income taxes (Note 2)................... 601,015 600,678
Other............................................ 0 5,704
------- -------
724,581 731,334
Commitments and Contingencies (Note 5)
Shareholders' Equity:
Common stock, par value $1 per share: authorized
80,000,000 shares, issued 46,850,517 shares at
10/29/94 and 46,770,202 shares at 1/29/94..... 46,851 46,770
Additional paid-in capital...................... 95,730 93,973
Retained earnings............................... 47,544 462,079
Unrealized gain on investment in common stock,
net (Note 2).................................. 789,579 761,777
------- -------
979,704 1,364,599
Less:
Treasury stock - at cost (1,669 shares)......... 36 36
------- ---------
TOTAL SHAREHOLDERS' EQUITY.............. 979,668 1,364,563
------- ---------
$ 1,707,977 $ 2,187,807
========= =========
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED OPERATIONS
(UNAUDITED)
-----------
(In thousands except per share amounts)
<TABLE>
Three Months Ended Nine Months Ended
------------------ -----------------
<S> <C> <C> <C> <C>
October 29, October 30, October 29, October 30,
1994 1993 1994 1993
Interest Expense: $ (2,492) $ (2,516) $ (7,524) $ (7,549)
------ ------ ------- --------
Loss from continuing operations
before income taxes........... (2,492) (2,516) (7,524) (7,549)
Income taxes.................. 0 581 2,013 2,994
Loss from continuing operations (2,492) (1,935) (5,511) (4,555)
Loss from discontinued operations,
net of income taxes............ (32,083) (3,216) (43,007) (39,469)
Loss on disposal of discontinued
operations..................... (358,996) 0 (358,996) 0
-------- ----- --------- ------
(391,079) (3,216) (402,003) (39,469)
Cumulative effect of accounting
change for income taxes........ 0 0 0 2,800
------- ----- ------ -----
Net Loss............. $(393,571) $ (5,151) $(407,514) $(41,224)
========= ======= ======== =======
Earnings Loss per share:
Loss from continuing operations $ (0.05) $ (0.04) $ (0.12) $ (0.10)
Loss from discontinued
operations..................... (0.69) (0.07) (0.92) (0.84)
Loss on disposal of discontinued
operations..................... (7.67) 0.00 (7.67) 0.00
Cumulative effect of accounting
change for income taxes........ 0.00 0.00 0.00 0.06
Net loss........................ $ (8.41) $ (0.11) $ (8.71) $ (0.88)
===== ===== ===== =====
Dividends Per Share.............. $ 0.05 $ 0.05 $ 0.15 $ 0.15
==== ==== ==== ====
Weighted Average Number of Shares 46,792 46,768 46,792 46,768
====== ====== ====== ======
</TABLE>
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED ADDITIONAL PAID-IN CAPITAL
(Unaudited)
---------
(In thousands of dollars)
Balance January 30, 1994..................................... $ 93,973
Conversion of debentures..................................... 1,324
Common stock issued as compensation to officers (17,984
shares,cost - $450)......................................... 433
------
Balance October 29, 1994..................................... $ 95,730
======
PETRIE STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED RETAINED EARNINGS
(Unaudited)
----------
(In thousands of dollars)
Balance January 30, 1994...................................... $ 462,079
Net loss for the nine months ended October 29, 1994........... (407,514)
Cash dividends on common stock................................ (7,021)
------
Balance October 29, 1994...................................... $ 47,544
======
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
CONSOLIDATED CASH FLOWS
(Unaudited)
-----------
(In thousands of dollars)
Nine Months Ended
-----------------
October 29, October 30,
1994 1993
---- ----
Cash flows from operating activities:
Net loss from continuing operations............. $ (5,511) $ (1,755)
Net loss from discontinued operations........... (402,003) (39,469)
Adjustments to reconcile net loss to net cash
(used in) operating activities:
Provision for loss on disposal of
discontinued operations..................... 358,996 0
Depreciation and amortization of property and
equipment................................... 41,076 44,440
Other amortization........................... 2,344 2,342
Loss on disposal of property and equipment... 0 23,625
Compensation in connection with stock options 0 339
Common stock issued as compensation.......... 451 0
Loss from investment in common stock......... 0 13,661
Deferred taxes............................... (2,176) (14,832)
Cumulative effect of accounting change for
income taxes................................ 0 (2,800)
Changes in assets and liabilities:
(Increase) in:
Accounts receivable....................... (3,968) (19,057)
Merchandise inventories................... (68,392) (115,790)
Prepaid expenses and sundry receivables... (11,624) (7,796)
Other assets.............................. (85) (3,726)
Increase (decrease) in:
Accounts payable.......................... 12,205 8,780
Accrued expenses and other liabilities.... (2,271) 3,498
Income taxes.............................. 0 (9,231)
Other long-term liabilities............... (480) 3,702
Proceeds from sale of investment in common
stock-trading securities.................... 36,076 0
------ -------
Net cash (used in) operating activities.......... (45,362) (114,069)
------ -------
Cash flows (used in) investing activities:
Additions to property and equipment............ (39,808) (50,189)
Sale of investments............................ 0 5,272
------ ------
Net cash (used in) investing activities.......... (39,808) (44,917)
------- -------
Cash flows from financing activities:
Net short-term borrowings...................... 79,177 108,000
Cash dividends................................. (7,021) (7,015)
------ ------
Net cash provided by financing activities........ 72,156 100,985
------ -------
Net (decrease) in cash and short-term investments (13,014) (58,001)
Cash and short-term investments - beginning
of period...................................... 39,290 82,270
------ ------
Cash and short-term investments - end of period
(Note 4)....................................... $ 26,276 $ 24,269
====== ======
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest....................................... $ 6,471 $ 5,293
Income taxes................................... $ 1,571 $ 6,819
Supplemental disclosure of noncash investing and financing
activities:
$1,386,000 of Convertible Subordinated Debentures were exchanged for 62,621
shares of the Company's common stock during the nine months ended
October 29, 1994.
<PAGE>
PETRIE STORES CORPORATION AND SUBSIDIARIES
------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
- - ------------------------------
The accompanying unaudited consolidated financial statements of Petrie
Stores Corporation and its subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. 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 the Company, all adjustments (consisting of
normal recurring accruals) considered necessary to present fairly the
financial position as of October 29, 1994 and the results of operations for
the three months and nine months ended October 29, 1994 and October 30, 1993
and cash flows for the nine months ended October 29, 1994 and October 30, 1993
have been included. The results of operations for the nine months ended
October 29, 1994 are not necessarily indicative of the results to be expected
for the year ended January 28, 1995. For further information, reference is
made to the consolidated financial statements and footnotes thereto included
in the Company's annual report on Form 10-K for the year ended January 29,
1994.
Note 2 - Investments in Common Stock
- - ------------------------------------
At October 29, 1994, the Company's investment in common stock consists of
Toys "R" Us, Inc. ("Toys"), common stock, $.10 par value per share ("Toys
Common Stock") (39,853,403 shares - 14.36%), a chain of toy
specialty retail stores. Effective January 29, 1994, the Company adopted
Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities". Accordingly, investments
in common stock classified as available for sale securities are being carried
at market value of $1,529,374,000 with the unrealized gain of $789,579,000
($1,374,345,000 less deferred income taxes of $584,766,000) included in
shareholders' equity at October 29, 1994. At January 29, 1994, the
unrealized gain of $761,777,000 ($1,326,777,000 less deferred income taxes of
$565,000,000) was credited to shareholders' equity.
Note 3 - Earnings (Loss) Per Share
- - ----------------------------------
Primary earnings (loss) per share has been computed based on the
weighted average number of shares outstanding.
Fully diluted earnings per share has been computed based on the weighted
average number of common and common equivalent shares outstanding assuming
exercise of dilutive stock options computed by the treasury stock method and
the conversion of the 8% Convertible Subordinated Debentures after
elimination of interest (net of taxes) on the convertible debentures. Fully
diluted earnings per share are not presented for the three months and nine
months ended October 29, 1994 and three months and nine months ended October
30, 1993 as the effect would be anti-dilutive. The weighted average number of
shares for computing fully diluted earnings per share on such dates was as
follows:
Three Months Ended Nine Months Ended
------------------ -----------------
October 29, 1994 October 30, 1993 October 29, 1994 October 30, 1993
- - ---------------- ---------------- ---------------- ----------------
52,410,000 52,416,000 52,431,000 52,447,000
<PAGE>
Note 4 - Discontinued Operations
- - --------------------------------
On December 9, 1994, the Company consummated the sale of its retail
operations (the "Sale") pursuant to a Stock Purchase Agreement, dated as of
August 23, 1994 and amended as of November 3, 1994, by and between the
2Company and WP Investors, Inc., a Delaware corporation. The purchase price
was $190 million in cash plus the assumption of certain liabilities. Taking
into effect the approximately $12.5 million in expenses incurred by the
Company in connection with the consummation of the Sale, the net purchase
price of the retail operations was $177.5 million.
During the third quarter of 1994, the Company recorded a charge of
$359 million for the estimated loss on disposal of the retail operations.
The estimated loss represents the loss on the Sale, plus estimated
transaction costs and expenses for the Sale and a provision for estimated
operating losses through the disposal date.
The results of the retail operations are accounted for as discontinued
operations in the Consolidated Statements of Operations. Amounts in the
accompanying Consolidated Statements of Operations and Notes to the
Consolidated Financial Statements for the three months and nine months ended
October 30, 1993 have been restated to conform to the 1994 discontinued
operations presentation.
Components of loss from discontinued operations are as follows:
Three Months Ended Nine Months Ended
------------------ -----------------
Oct. 29, 1994 Oct. 30, 1993 Oct. 29, 1994 Oct. 30, 1994
------------- ------------- ------------- -------------
Revenues $328,334 $350,449 $1,028,692 $1,048,054
Loss on disposal
of investment 0 0 0 (13,661)
Pretax loss (32,083) (4,182) (50,290) (51,715)
Income Taxes 0 (966) (7,283) (25,907)
Net Loss (32,083) (3,216) (43,007) (39,469)
Earnings per share (.69) (.07) (.92) (.84)
Net assets of discontinued operations consist of the following:
Cash and short-term investments $ 26,276
Accounts receivable, net 67,712
Merchandise inventories 256,019
Prepaid expenses and other assets 24,903
Property and equipment, net 266,707
Intangible assets 87,397
Short term borrowings (99,177)
Accounts payable (39,198)
Accrued expenses and other liabilities (38,917)
Deferred taxes, net (10,002)
Other liabilities (5,224)
Provision for loss on sale of the discontinued operations (358,996)
--------
Net assets of discontinued operations $177,500
=======
<PAGE>
Note 5 - Commitments and Contingencies
- - --------------------------------------
The Company has entered into an Acquisition Agreement with Toys, dated
as of April 20, 1994 and amended as of May 10, 1994 (the "Toys Agreement").
The Toys Agreement provides that the Company will exchange (the "Exchange")
all of the shares of Toys common stock, par value $.10 per share ("Toys Common
Stock"), held by the Company (currently, approximately 39.9 million shares)
and cash (presently estimated to be $175 million) for a number of shares of Toys
Common Stock equal to (i) the number of shares of Toys Common Stock held by the
Company, less approximately 3.3. million shares of Toys Common Stock, plus (ii)
such amount of cash divided by the market value of a share of Toys Common
Stock on the ten trading days next preceding the second trading day prior to
the closing date of the Exchange. The closing of the Exchange is conditioned
upon, among other things; (i) the approval thereof by the holders of two-thirds
of the Company's outstanding common stock; and (ii) the reasonable
determination by Toys that it will not become responsible for any liabilities of
the Company as a consequence of the consummation of the Exchange or the sale of
the retail operations. The Exchange may be terminated if it is not consummated
by January 28, 1995. After the closing of the Exchange, the Company will
liquidate and distribute to its shareholders the shares of Toys Common Stock
received in the Exchange, except an amount to be held in a liquidating trust
established to provide for the Company's contingent liabilities as of the
time of the liquidation and dissolution of the Company. The Company's
shareholders will also receive pro-rata interests in the Liquidating Trust
(the "Liquidating Trust"). The Company has received a favorable private
letter ruling from the Internal Revenue Service (the "IRS Ruling") to the
effect that the Exchange and the subsequent distribution of Toys Common Stock
to the Company's shareholders will qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended. The IRS Ruling futher
provides that neither the Company nor Toys will recognize any gain on the
Exchange and that the Company and its shareholders will not recognize any
gain on the subsequent distribution of Toys Common Stock to the Company's
shareholders in connection with the liquidation and dissolution of the Company.
The Company has guaranteed, or is contingently liable for, certain retail
store leases which were transferred in connection with the Sale. The Company
is presently seeking consents from lessors to (i) release the Company from
its guarantee obligations and (ii) the transfer or assignment of leases in
connection with the Sale. No assurances can be given that the Company will
be able to receive such consents. In addition, the Company has contingent
liabilities related to its participation in a multiemployer pension plan and
on going tax audits. As of October 29, 1994, the Company believed that its
contingent liabilities were approximately $225 million. In connection with
the Sale, the Company set aside in escrow $67.5 million to provide for
certain of these contingent liabilities.
Note 6 - Long Term Debt
- - ----------------------
Subsequent to October 29, 1994, $121,167,000 principal amount of the
Company's outstanding 8% Convertible Subordinated Debentures due December 15,
2010 (the "Debentures") had been converted into approximately 5,476,000
shares of the Company's common stock. In addition, the remaining $2,399,000
principal amount of Debentures had been redeemed at a redemption price of
$1,008 per $1,000 principal amount of Debentures, together with accrued and
unpaid interest thereon of $39.333 per $1,000 principal amount of Debentures,
from June 15, 1994 to December 12, 1994. As a result of the conversions,
the number of shares of the Company's common stock outstanding increased to
approximately 52.3 million shares.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
-------------
Sale of Retail Operations
- - -------------------------
On December 9, 1994, the Company sold all of its retail operations for
approximately $177.5 million, net of expenses, plus the assumption of
certain debt and other liabilities, and as a result recorded a $359 million
estimated loss on its disposal. Net losses from the discontinued operations
were approximately $43 million and $32 million for the nine months and three
months ended October 29, 1994, respectively. The results of the retail
operations are accounted for as discontinued operations in the accompanying
financial statements, and the results of the corresponding periods ended
October 30, 1993 have been restated to conform to that presentation.
Subsequent to the sale of the retail operations,the Company's remaining
assets and liabilities consist of its investment in Toys Common Stock and
deferred tax liabilities associated with this investment.
Net sales from discontinued operations decreased $21,876,000 (6.3%) and
$18,077,000 (1.7%) for the three-month and nine-month periods ended October
29, 1994 as compared to the corresponding periods last year. The decrease
for the three-month period was due to a decrease in comparable store sales of
approximately $19,500,000 in addition to a decrease in non comparable store
sales of approximately $2,400,000. The decrease for the nine-month period
was due to a decrease in comparable store sales of approximately $27,000,000
offset by an increase in non comparable store sales of approximately
$8,900,000. As a percentage of sales, Cost of Goods Sold, Buying and
Occupancy (CGS) increased 5.4% for the three-month period ended October
29, 1994 as compared with the corresponding period last year primarily due to
a 4.7% decrease in gross margin. As a percentage of sales, CGS increased
1.8% for the nine-month period ended October 29, 1994 as compared with the
corresponding period last year primarily due to a 2.0% decrease in gross
margin. Selling, General and Administrative Expenses (SG&A) as a percentage
of sales increased 2.5% for the three-month period ended October 29, 1994 as
compared to the corresponding period last year primarily due to an increase
of 2.0% in payroll and employee related costs. SG&A as a percentage of
sales increased .8% for the nine-month period ended October 29, 1994 as
compared to the corresponding period last year primarily due to an increase
of 1.0% in payroll and employee related costs.
Nonrecurring expenses which relate primarily to legal and real estate
consulting expenses in connection with the acquisition agreement with Toys
(see below) amounted to approximately .7 % and .5% of sales for the three
months and nine months ended October 29, 1994, respectively.
The Company recognized no tax benefit for the three months ended
October 29, 1994 due to the uncertainty of recognizing any future tax
benefits as a result of the sale of the retail operations.
Redemption of Convertible Subordinated Debentures
- - -------------------------------------------------
As of December 13, 1994, $121,167,000 principal amount of the Company's
outstanding 8% Convertible Subordinate Debentures due December 15, 2010 (the
"Debentures") had been converted into approximately 5,476,000 shares of the
Company's common stock. In addition, the remaining $2,399,000 principal
amount of Debentures had been redeemed at a redemption price of $1,008 per
$1,000 principal amount of Debentures, together with accrued and unpaid
interest thereon of $39.333 per $1,000 principal amount of Debentures, from
June 15, 1994 to December 12, 1994. As a result of the conversions, the
number of shares of the Company's common stock outstanding increased to
approximately 52.3 million shares.
The loss from continuing operations in the accompanying financial
statements represents interest expense associated with the Debentures.
Exchange of Toys Common Stock with Toy" R" Us
- - ---------------------------------------------
The consummation of the transactions contemplated by the Toys Agreement
will result in the complete liquidation and dissolution of the Company and the
establishment of the Liquidating Trust to provide for the Company's
contingent liabilities, primarily liabilities related to guarantees of
store leases, taxes and the Company's participation in a multiemployer
pension plan. In addition, in connection with the consummation of the Sale,
the Company set aside in escrow $67.5 million to provide for certain of these
contingent liabilities. These transactions will have the effect of reducing
the Company's equity to zero.
Liquidity
- - ---------
As discussed in the aforementioned analyses, after the transaction with
Toys occurs, the Liquidating Trust will be established. The Liquidating Trust
funds will be used to cover certain contingent liabilities as well as the
costs of administering the Liquidating Trust. Any excess funds in the
Liquidating Trust will be eventually distributed to the Company's
shareholders.
<PAGE>
PART II - OTHER INFORMATION
---------------------------
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits -- None
(b) Reports on Form 8-K
(i) Form 8-K, dated August 26, 1994, reporting that the
Company had entered into a Stock Purchase Agreement,
dated as of August 23, 1994 (the "Stock Purchase
Agreement"), with WP Investors, Inc., a Delaware
corporation ("WP Investors").
(ii) Form 8-K, dated as of November 17, 1994, reporting
that (a) the Stock Purchase Agreement had been amended
by Amendment No. 1, dated as of November 3, 1994, by
and between the Company and WP, Investors; (b) the
Company had announced on November 10, 1994 that it was
calling for redemption on December 12, 1994 all of its
outstanding 8% Convertible Subordinated Debentures due
December 15, 2010; and (c) the receipt of a private
letter ruling from the Internal Revenue Service.
(iii) Form 8-K, dated as of November 17, 1994, reporting the
change in the Company's independent auditors.
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.
PETRIE STORES CORPORATION
-------------------------
(registrant)
/S/ Hilda Kirschbaum Gerstein
--------------------------
BY Hilda Kirschbaum Gerstein
President and Chief
Executive Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-END> OCT-29-1994
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 177,500
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,707,977
<CURRENT-LIABILITIES> 3,728
<BONDS> 123,566
<COMMON> 46,851
0
0
<OTHER-SE> 932,817
<TOTAL-LIABILITY-AND-EQUITY> 1,707,977
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,524
<INCOME-PRETAX> (7,524)
<INCOME-TAX> (2,013)
<INCOME-CONTINUING> (5,511)
<DISCONTINUED> (402,003)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (407,514)
<EPS-PRIMARY> (8.71)
<EPS-DILUTED> 0
</TABLE>
