<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
Amendment No. 1
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
Commission File Number: 0-17436
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Colorado 84-1034868
- ---------------------------- ---------------------------------
(State of other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
5325 South Valley View Boulevard, Suite 10, Las Vegas, Nevada 89118
--------------------------------------------------------------------
(Address of principal executive offices including zip code)
(702) 798-7777
--------------------------
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___
As of August 12, 1997, 5,319,008 shares of common stock, no par value per
share, were outstanding.
Transitional Small Business Disclosure Format (check one): Yes___ No X
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
FORM 10-QSB
INDEX
Page No.
Part I: Financial Information
Item 1. Financial Information:
Unaudited Condensed Consolidated Balance Sheets. . . . 3-4
Unaudited Condensed Consolidated Statements of
Income . . . . . . . . . . . . . . . . . . . . . . . . 5-6
Unaudited Condensed Consolidated Statements of
Cash Flows . . . . . . . . . . . . . . . . . . . . . . 7
Notes to Unaudited Condensed Consolidated
Financial Statements . . . . . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . 10
Part II: Other Information
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . 12
Item 2. Changes in Securities . . . . . . . . . . . . . . . . 12
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . 12
Item 4. Submission of Matters to a Vote of Security Holders . 12
Item 5. Other Information. . . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . 12
Signatures . . . . . . . . . . . . . . . . . . . . . . 12
-2-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
June 30, December 31,
1997 1996
----------- -----------
(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 6,491,000 $ 6,457,000
Accounts receivable 264,000 86,000
Inventories 583,000 1,776,000
Prepaid expenses and other 24,000 101,000
----------- -----------
Total current assets 7,362,000 8,420,000
FURNITURE, EQUIPMENT AND
LEASEHOLD IMPROVEMENTS, NET 259,000 416,000
PROJECT DEVELOPMENT COSTS 7,852,000 2,103,000
OTHER ASSETS 231,000 150,000
NET ASSETS OF DISCONTINUED OPERATIONS - 443,000
----------- -----------
$15,704,000 $11,532,000
----------- -----------
NOTE: The balance sheet at December 31, 1996 has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-3-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
June 30, December 31,
1997 1996
----------- -----------
(Unaudited)
CURRENT LIABILITIES:
Bank line of credit $ - $ 398,000
Accounts payable and accrued
expenses 2,605,000 2,047,000
Deferred franchise fees - 63,000
Income taxes payable 275,000 -
----------- -----------
Total current liabilities 2,880,000 2,508,000
NOTE PAYABLE TO SHAREHOLDER - 631,000
NOTE PAYABLE 1,312,000 -
OTHER LONG-TERM LIABILITIES - 111,000
DEFERRED INCOME TAX LIABILITY 743,000 743,000
PREFERRED STOCK OF SUBSIDIARY 5,000,000 5,000,000
MINORITY INTEREST 2,154,000 802,000
STOCKHOLDERS' EQUITY:
Convertible, preferred stock,
Series A, no par value:
authorized-5,000,000 shares;
issued and outstanding-512,799
shares 5,000 5,000
Common stock, no par value:
authorized-15,000,000 shares,
issued and outstanding-
5,319,008 shares 3,871,000 3,871,000
Accumulated deficit (261,000) (2,139,000)
----------- -----------
Total stockholders' equity 3,615,000 1,737,000
----------- -----------
$15,704,000 $11,532,000
----------- -----------
NOTE: The balance sheet at December 31, 1996 has been taken from the audited
financial statements at that date and condensed.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-4-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
For the Three Months
Ended June 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
REVENUES:
Net merchandise sales $1,317,000 $3,047,000
Interest income 98,000 1,000
Royalties 6,000 -
Other 9,000 72,000
----------- -----------
Total revenues 1,430,000 3,120,000
EXPENSES:
Cost of sales 1,011,000 2,278,000
Selling, general and administrative 534,000 833,000
SportPark development costs 75,000 107,000
----------- -----------
Total expenses 1,620,000 3,218,000
LOSS BEFORE PROVISION FOR INCOME TAXES (190,000) (98,000)
PROVISION (BENEFIT) FOR INCOME TAXES - -
----------- -----------
LOSS BEFORE MINORITY INTEREST (190,000) (98,000)
MINORITY INTEREST 29,000 62,000
INCOME (LOSS) BEFORE LOSS FROM
DISCONTINUED OPERATIONS (161,000) (36,000)
DISCONTINUED OPERATIONS
Income (loss) from operations of
discontinued franchise and
wholesale operations - 2,000
Additional gain on disposal of
franchise and wholesale operations 113,000 -
----------- -----------
NET INCOME (LOSS) $ (48,000) $ (34,000)
NET INCOME (LOSS) PER SHARE:
Income (loss) from operations $ (.03) $ (.01)
Income (loss) from discontinued
operations .02 -
----------- -----------
NET INCOME (LOSS) PER SHARE $ (.01) $ (.01)
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-5-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF INCOME
For the Six Months
Ended June 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
REVENUES:
Net merchandise sales $ 2,278,000 $ 4,660,000
Interest income 167,000 6,000
Royalties 12,000 -
Other 81,000 127,000
----------- -----------
Total revenues 2,538,000 4,793,000
EXPENSES:
Cost of sales 1,556,000 3,381,000
Selling, general and administrative 1,148,000 1,662,000
SportPark development costs 152,000 201,000
----------- -----------
Total expenses 2,856,000 5,244,000
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (318,000) (451,000)
PROVISION (BENEFIT) FOR INCOME TAXES - -
----------- -----------
INCOME (LOSS) BEFORE MINORITY INTEREST (318,000) (451,000)
MINORITY INTEREST (599,000) 136,000
LOSS BEFORE INCOME (LOSS) FROM
DISCONTINUED OPERATIONS (917,000) (315,000)
DISCONTINUED OPERATIONS
Income (loss) from operations of
discontinued franchise and
wholesale operations (159,000) 48,000
Gain on disposal of franchised
wholesale operations (less
applicable income taxes of
$575,000) 2,954,000 -
----------- -----------
NET INCOME (LOSS) $ 1,878,000 $ (267,000)
NET INCOME (LOSS) PER SHARE:
Income (loss) from operations $ (.17) $ (.05)
Income (loss) from discontinued
operations .53 .01
----------- -----------
NET INCOME (LOSS) PER SHARE $ .36 $ (.04)
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-6-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
For the Six Months Ended June 30,
1997 1996
----------- -----------
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,878,000 $ (267,000)
Adjustments to reconcile net income (loss)
to net cash used by operating activities:
Minority interest 599,000 (136,000)
Depreciation and amortization 17,000 54,000
Gain on sale of franchise and
wholesale operations (3,529,000) -
Changes in assets and liabilities:
(Increase)in accounts receivable (199,000) (83,000)
(Increase)decrease in inventory (303,000) (470,000)
Decrease in prepaid expenses and other 77,000 652,000
(Increase)decrease in other assets 37,000 75,000
Increase(decrease) in accounts payable
and accrued expenses 1,533,000 95,000
Increase (decrease) in deferred
franchise fees (63,000) 23,000
Increase in income tax payable 275,000 -
Decrease in deferred income (12,000)
----------- -----------
Net cash used by operating activities 322,000 (69,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Project development costs (5,749,000) (431,000)
Purchases of equipment (14,000) -
Refund development costs - 85,000
Proceeds from sale of operations 4,550,000 -
----------- -----------
Net cash flows provided by (used in)
investing activities (1,213,000) (346,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable 1,315,000 -
Proceeds from minority interest in
Callaway Golf Center 750,000 -
Payments on bank line of credit, net (398,000) 213,000
Payments on note to shareholder (631,000) (12,000)
Payments on long-term debt (111,000) -
----------- -----------
Net cash used by financing activities 925,000 201,000
----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 34,000 (214,000)
CASH AND CASH EQUIVALENTS-Beginning of period 6,457,000 1,043,000
----------- -----------
CASH AND CASH EQUIVALENTS-End of period $ 6,491,000 $ 829,000
----------- -----------
The accompanying notes are an integral part of these condensed consolidated
financial statements.
-7-
<PAGE>
LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1. CONDENSED FINANCIAL STATEMENTS
The accompanying condensed financial statements include the accounts of Las
Vegas Discount Golf & Tennis, Inc. (LVDGT), and its subsidiaries, Saint
Andrews Golf Corporation (SAGC), LVDGT Development Corporation and LVDGT
Rainbow, Inc. (Rainbow); (collectively the "Company"). All significant
intercompany transactions have been eliminated.
The accompanying financial statements have been prepared by the Company
without audit pursuant to the rules and regulations of the SEC. In the
opinion of management, all adjustments necessary to present fairly the
financial position, results of operations and cash flows at June 30, 1997 and
for all periods presented have been made.
On February 26, 1997, the Company completed the sale of certain of its assets
and transferred certain liabilities to an unrelated buyer who has incorporated
under the name Las Vegas Golf & Tennis, Inc. The total purchase consideration
received was $5.3 million of which $4.6 million was paid in cash, $264,000 was
received in the form of a short-term unsecured receivable, $200,000 was placed
in escrow pending the accounting for inventory and trade payables, and
$200,000 was placed in escrow for two years to cover potential indemnification
obligations. Of the total consideration received approximately $2,612,000 was
allocated to the Company and $2,688,000 was allocated to SAGC.
The Company's operations after the sale consist solely of the SportPark
operations currently under development on the Las Vegas strip and the retail
location on Rainbow Boulevard in Las Vegas, Nevada. The sale of all assets,
liabilities and operations related to the franchise and wholesale business
have been presented as "Discontinued Operations" in the accompanying balance
sheets and statements of operations as of and for the three and six months
ending June 30, 1997 and 1996.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December 31,
1996 audited financial statements. The results of operations for the periods
ended June 30, 1997 and 1996 are not necessarily indicative of the operating
results for the full year.
NOTE 2. EARNINGS PER SHARE
In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share,"
effective for fiscal years ending after December 15, 1997. The Company will
adopt SFAS 128 for the year ending December 31, 1997. SFAS 128 requires the
computation and presentation of basic and diluted earnings per share for all
periods an income statement is presented. For the three and six months ended
June 30, 1997 and 1996 the proforma calculations were as follows:
-8-
<PAGE>
Three Months June 30, 1997 June 30, 1996
Basic Diluted Basic Diluted
-------------- --------------
Income(loss) from operations $(.03) $(.03) $(.01) $(.01)
Income(loss) from discontinued operations .02 .02 - -
---- ---- ----- -----
Net income(loss) per share $(.01) $(.01) $(.01) $(.01)
Six Months June 30, 1997 June 30, 1996
Basic Diluted Basic Diluted
-------------- --------------
Income(loss) from operations $(.17) $(.17) $(.05) $(.05)
Income(loss) from discontinued operations .53 .53 .01 .01
---- ---- ----- -----
Net income(loss) per share $.36 $ .36 $(.04) $(.04)
Options to purchase 442,000 shares of common stock were outstanding at June
30, 1997 and 1996, at exercise prices of $0.80 to $1.625 at June 30, 1997 and
1996.
NOTE 3. NOTE PAYABLE AND AGREEMENT WITH CALLAWAY
On June 13, 1997, SAGC and Callaway Golf Company ("Callaway") announced the
formation of the All American Golf, LLC, a limited liability California
corporation, to construct, manage and operate "Callaway Golf Center", a
premier golf facility at the site of the All-American Sportpark. The total
budgeted costs for the Callaway Golf Center are approximately $9.0 million.
Callaway will provide $5,250,000 in debt financing which bears interest at 10
percent with interest only payments commencing 60 days after the opening of
the golf center through a date ten years after the opening at which point the
remaining accrued interest and principal will be due in full. As of June 30,
1997, $1,312,000 had been drawn under this agreement. SAGC will own 80
percent of the members' units of the LLC. While Callaway has purchased the
remaining 20 percent for $750,000. SAGC will manage the driving range, golf
course and tenant facilities in the clubhouse.
NOTE 4. STATEMENT OF CASH FLOWS
For the purposes of the statement of cash flows, the Company considers all
highly liquid debt investments purchased with a maturity of three months or
less to be cash equivalents.
The Company made cash payments for interest of $30,000 and $33,000 for the six
months ended June 30, 1997 and 1996, respectively and payments for income
taxes for the quarter and six months ended June 30, 1997 totaling $300,000.
NOTE 5. RELATED PARTY TRANSACTIONS
Las Vegas Retail, a related party, purchases inventory at cost from the
Company. Such purchases amounted to $190,000 and $665,000 for the six months
ended June 30, 1997 and 1996, respectively.
NOTE 6. COMMITMENTS AND CONTINGENCIES
In December 1994, Saint Andrews entered into an agreement with Major League
Baseball ("MLB") concerning a license for the use of MLB logos, trade marks
and mascots in the decor, advertising and promotions of Saint Andrews' Slugger
Stadium concept. Saint Andrews obtained an exclusive license for indoor and
-9-
<PAGE>
outdoor baseball batting stadiums in the United States through November 30,
2000, and in return Saint Andrews will pay a royalty of the gross revenues
from the batting cages with a minimum annual royalty for each stadium. Saint
Andrews' right to exclusively use MLB logos and other trade marks at its
baseball batting stadiums is dependent upon certain conditions set forth in
the agreement. Saint Andrews and MLB are currently in negotiations to extend
this agreement.
In May 1996, Saint Andrews entered into an agreement with Jeff Gordon, the
1995 NASCAR Winston Cup Champion and the 1997 Daytona 500 Champion, to serve
as spokesperson of the NASCAR SpeedPark through April 30, 2000. Mr. Gordon
wil be paid $25,000 for his services during 1996, $25,000 per SpeedPark per
year thereafter ($325,000 guaranteed over the life of the agreement).
Saint Andrews has an exclusive license agreement with The National Association
of Stock Car Auto Racing, Inc. ("NASCAR") for the operations of SpeedParks as
a part of the All-American SportPark or as a stand-alone NASCAR SpeedPark in
Las Vegas, Nevada and Southern California through December 31, 2003 provided
certain conditions are satisfied.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS.
SALE OF FRANCHISE OPERATIONS
On December 16, 1996, the Company and Saint Andrews entered into an agreement
to sell three retail stores and its franchise and wholesale operations
including all rights under existing franchise agreements, all trade names and
trademarks; specific depreciable assets and a modified convenant not to
compete. The sale was consummated on February 26, 1997 with the Company and
Saint Andrews receiving proceeds of $4.6 million.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997, COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
During the three months ended June 30, 1997, the Company had total revenues of
$1,430,000 as compared to $3,120,000 for the same period in 1996. Cost of
sales as a percentage of merchandise sales increased slightly from 75% in 1996
to 77% in 1997 as a result of a shift in product mix to items with higher
average profit margins. Selling, general and administrative expenses
decreased by $299,000 (48%) in 1997 as compared to 1996. Decreases in
revenues, expenses and selling, general and administrative expenses are
primarily attributed to the February 26, 1997 sale of three retail stores in
California. Sportpark development costs decreased $32,000 (30%) in 1997 due
to less activities related to noncapitalizable projects.
The Rainbow store (not part of the February 26, 1997 sale) had an increase in
retail sales of $125,000 (16%) to $915,000 with cost of sales increasing
$117,000 (23%) to $619,000 for the three months ended June 30, 1997. Cost of
sales as a percentage of retail sales increased from 65% in 1996 to 68% in
1997.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
During the six months ended June 30, 1997 the Company had total revenues of
$2,538,000 as compared to $4,793,000 for the same period in 1996. Cost of
sales as a percentage of merchandise sales decreased from 73% in 1996 to 68%
in 1997. Decreases in revenues and associated cost of goods sold are
primarily attributed
-10-
<PAGE>
to the February 26, 1997 sale of three retail stores in California leaving
only the Las Vegas retail store for the period March to June, 1997.
Selling, general and administrative expenses decreased by $514,000 (31%) in
1997 as compared to 1996. As for the three months ending June 30, 1997, the
primary reason for the decreased resulted from the sale of the Company owned
stores and wholesale operations in February 1997. Sportpark development costs
decreased by $49,000 resulting from less activities related to
noncapitalizable projects.
The Rainbow store had an increase in retail sales of $200,000 (14%) to $2.0
million in 1997 with cost of sales increasing $209,000 (24%) to $1,075,000 for
the six months ended June 30, 1997. Cost of sales as a percentage of retail
sales increased from 62% in 1996 to 67% in 1997. Selling, general and
administrative expenses decreased $614,000 as a result of the elimination of
the three retail stores in Los Angeles in addition to other reductions.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, the Company had working capital of approximately $4,482,000
compared to $5,912,000 at December 31, 1996. Cash increased from $6,457,000
at December 31, 1996, to $6,491,000 at June 30, 1997, primarily due to the
sale of franchise and wholesale operations for $4,550,000, and $2,065,000 in
debt and minority interest proceeds from Callaway for the golf facility.
Increases were partially offset by $5,749,000 of project development costs
during the six months ended June 30, 1997 related to the continued development
of its first SportPark in Las Vegas, Nevada.
SAGC and Callaway Golf Company ("Callaway") announced the formation of the
All-American Golf, LLC, a limited liability California corporation, to
construct, manage and operate "Callaway Golf Center", a premier golf facility
at the site of the All-American Sportpark. The total budgeted costs for the
Callaway Golf Center are approximately $9.0 million. Callaway will provide
$5,250,000 in debt financing which bears interest at 10% with interest only
payments commencing 60 days after the opening of the golf center through a
date ten years after the opening at which point the remaining accrued interest
and principal will be due in full. As of June 30, 1997, $1,312,000 had been
drawn under this agreement. SAGC will own 80% of the members' units of the
new company while Callaway has contributed $750,000 for 20% of the members'
units of the LLC. The Company will manage the driving range, golf course and
tenant facilities in the clubhouse.
The Company currently has not secured financing for the construction of the
sports entertainment complex portion of its Las Vegas facility which is
anticipated to require capital expenditures of $20 million. The Company has
been holding discussions with a number of potential corporate sponsors who
have expressed an interest in participating in the SportPark, and management
expects that corporate sponsors will contribute a portion of the financing
needed. The Company expects to receive the balance of the financing from a
combination of sources including outside equity and/or debt investors, bank
financing and the Company's own cash. There is no assurance that financing
will be obtained from any of these sources.
The Company's sources of working capital include its current cash balance,
cash flows from operating activities and a $500,000 bank line of credit.
FACTORS AFFECTING FORWARD-LOOKING INFORMATION
This Report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. Among others, such
forward-
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<PAGE>
looking statements include statements with respect to (I) the availability to
the Company of additional equity and/or debt proceeds on terms acceptable to
the Company and at the times necessary to satisfy capital expenditure, debt
repayment and other requirements, (ii) the availability of operating cash flow
in amounts and at the times anticipated by management, (iii) the adequacy of
budgeted amounts for capital expenditure projects and the adequacy of the
Company's liquidity and capital resources generally, and (iv) the anticipated
time of completion of capital projects.
These forward-looking statements involve important risks and uncertainties,
many of which will be beyond the control of the Company, and which could
significantly affect anticipated future results, both short-term and long-
term. As a result, actual results may differ, in some cases materially, from
those anticipated or contemplated by forward-looking statements in this
Report. In addition to the cautionary statements included in this section and
elsewhere throughout this Report, attention is directed to the cautionary
statements included in the Company's other publicly available reports filed
with the Securities and Exchange Commission under the Securities Exchange Act
of 1934, including without limitation the cautionary statements set forth or
referenced in the Company's Form 10-KSB for the year ended December 31, 1996,
under the caption "Part II, Item 6., Management's Discussion and Analysis or
Plan of Operations - Safe Harbor Provision."
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. None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused Amendment No. 1 to this report to be signed on its
behalf by the undersigned thereunto duly authorized.
LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
Date: October 11, 1997 By:/s/ Voss Boreta
Voss Boreta, President and Chief
Financial Officer
-12-
<PAGE>
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
- ------- -----------------------------
27. FINANCIAL DATA SCHEDULE Filed herewith electronically
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
unaudited condensed consolidated balance sheets and unaudited condensed
consolidated statements of income found on pages 3, 4 and 5 of the Company's
Form 10-QSB for the year to date, and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 6,491,000
<SECURITIES> 0
<RECEIVABLES> 264,000
<ALLOWANCES> 0
<INVENTORY> 583,000
<CURRENT-ASSETS> 7,362,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 15,704,000
<CURRENT-LIABILITIES> 2,880,000
<BONDS> 0
<COMMON> 3,871,000
0
5,000
<OTHER-SE> (261,000)
<TOTAL-LIABILITY-AND-EQUITY> 15,704,000
<SALES> 2,278,000
<TOTAL-REVENUES> 2,538,000
<CGS> 1,556,000
<TOTAL-COSTS> 1,556,000
<OTHER-EXPENSES> 1,300,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (318,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 2,795,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,878,000
<EPS-PRIMARY> .36
<EPS-DILUTED> 0
</TABLE>
