<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d)
- --- of the Securities Exchange Act of 1934
For the Quarterly Period Ended December 31, 1998
or
Transition Report Pursuant to Section 13 or 15(d)
- --- of the Securities Exchange Act of 1934
For the Transition Period from _____ to _____
Commission File No. 0-19614
H.D. VEST, INC.
(Exact name of registrant as specified in its charter)
Texas 75-2154244
- ------------------------------------- -----------------------
(State or other jurisdiction of (IRS Employer ID.)
incorporation or organization)
6333 North State Highway 161, Fourth Floor, Irving, Texas 75038
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code (972) 870-6000
Indicate by check mark whether the registrant (1) has filed all reports
required 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 requirements for the
past 90 days.
Yes X No
----- -----
Number of shares of the registrant's Common Stock outstanding as of December
31, 1998: 5,423,341.
1
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H.D. VEST, INC.
INDEX
PART I. Financial Information (Unaudited) Page(s)
--------------------- -------
Item 1. Financial Statements
Consolidated Statements of Financial Position -
December 31, 1998 and September 30, 1998 3-4
Consolidated Statements of Operations - Three Months
Ended December 31, 1998 and December 31, 1997 5
Consolidated Statements of Cash Flows - Three Months
Ended December 31, 1998 and December 31, 1997 6
Notes to Unaudited Consolidated
Financial Statements 7-9
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 10-12
PART II. Other Information
-----------------
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote
of Shareholders 14
Item 5. Other Information 14-16
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 17
2
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Part I. Financial Information
- ------------------------------
Item 1. Financial Statements (Unaudited)
- -----------------------------------------
H.D. VEST, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
ASSETS
December 31, September 30,
1998 1998
(Unaudited)
-------------- --------------
Current assets:
Cash and cash equivalents $ 8,106,422 $ 9,204,362
Commissions and accounts
receivable 7,841,802 9,201,486
Notes receivable-
related parties - 97,159
Receivable from affiliate 230,813 138,496
Prepaid and other assets 683,033 739,061
----------- -----------
Total current assets 16,862,070 19,380,564
----------- -----------
Property and equipment, net
of accumulated depreciation
of $2,623,288 at December 31,
1998 and $2,194,457 at
September 30, 1998 6,677,324 6,313,281
Notes receivable - related parties,
net of current portion - 349,409
Intangible and other assets, net
of accumulated amortization of
$989,434 at December 31,
1998 and $906,545 at
September 30, 1998 3,022,178 3,067,772
----------- -----------
$26,561,572 $29,111,026
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements
3
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H.D. VEST, INC.
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
LIABILITIES AND SHAREHOLDERS' INVESTMENT
December 31, September 30,
1998 1998
(Unaudited)
------------ -------------
Current liabilities:
Accounts payable and accrued
expenses $ 5,866,860 $ 8,629,878
Amounts due on clearing
transactions 141,439 469,462
Commissions payable 6,316,277 4,889,130
----------- -----------
Total current liabilities 12,324,576 13,988,470
----------- -----------
Obligations under capital leases,
excluding current installments 2,343,684 2,506,506
Other noncurrent liabilities 3,309,132 2,946,702
Unearned revenues 46,772 1,279,410
Shareholders' investment:
Preferred stock, $6 par value;
250,067 shares outstanding 1,500,402 1,500,402
Common stock, $.05 par value;
100,000,000 shares authorized;
5,423,341 issued and outstanding 271,167 271,167
Additional paid-in capital 5,154,934 5,154,934
Retained earnings 1,610,905 1,463,435
----------- -----------
Total shareholders' investment 8,537,408 8,389,938
----------- -----------
$26,561,572 $29,111,026
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements
4
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H.D. VEST, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended December 31,
-------------------------------
1998 1997
--------------- --------------
Revenues:
Commissions $25,680,480 $19,369,498
Portfolio management fees 4,719,528 3,613,388
Marketing and education fees 3,693,435 3,191,410
Facility and service fee from
affiliate 170,628 346,650
Interest and other 271,316 265,066
----------- -----------
Total revenues 34,535,387 26,786,012
----------- -----------
Expenses:
Commissions 19,112,178 13,641,029
Portfolio management fees 3,288,635 2,340,369
General and administrative 8,438,458 6,995,989
Representative development 2,673,353 2,419,504
Representative recruiting 613,464 470,742
Interest 94,642 38,507
----------- -----------
Total expenses 34,220,730 25,906,140
----------- -----------
Income before taxes 314,657 879,872
Income taxes 135,303 313,014
----------- -----------
Net income $ 179,354 $ 566,858
=========== ===========
Net income per common share-basic $0.03 $0.10
=========== ===========
Net income per common share-diluted $0.03 $0.10
=========== ===========
Weighted average number of
common shares outstanding 5,423,341 5,423,341
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements
5
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H.D. VEST, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended December 31,
---------------------------------
1998 1997
---------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 179,354 $ 566,858
Noncash items included in income:
Depreciation and amortization 511,750 250,954
Loss on disposal of assets 937 38,072
Changes in assets and liabilities:
Commissions and accounts receivable 1,359,684 376,201
Receivable from affiliate (92,317) (276,067)
Prepaid and other assets 56,028 (67,881)
Payable to officers and directors - 63,939
Amounts due on clearing transactions (328,023) (76,699)
Accounts payable and accrued expenses (2,780,225) (136,200)
Commissions payable 1,427,147 (196,520)
Unearned revenues (1,232,638) (1,038,026)
----------- -----------
Net cash used for operating activities (898,303) (495,369)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (104,212) (71,524)
Proceeds from sale of assets - 5,317
Costs to acquire/develop software (564,816) (564,613)
Additions to other assets (37,294) (82,512)
----------- -----------
Net cash used for investing activities (706,322) (713,332)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred stock dividends (31,884) (31,884)
Proceeds from deferred compensation plan 379,755 235,482
Payments on deferred compensation plan (20,211) -
Advances on notes receivable
-related parties - (421,653)
Payments received on notes receivable
-related parties 446,568 646,199
Payments on capital lease
obligations (267,543) (559,250)
----------- -----------
Net cash provided by (used for)
financing activities 506,685 (131,106)
----------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS (1,097,940) (1,339,807)
CASH AND CASH EQUIVALENTS,
September 30, 1998 and 1997 9,204,362 6,384,992
----------- -----------
CASH AND CASH EQUIVALENTS,
December 31, 1998 and 1997 $ 8,106,422 $ 5,045,185
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements
6
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H.D. VEST, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1) Basis of Financial Statements
The accompanying unaudited consolidated financial statements have been prepared
in accordance with Rule 10-01 of Regulation S-X, "Interim Financial Statements,"
and accordingly do not include all information and footnotes required under
generally accepted accounting principles for complete financial statements. The
financial statements have been prepared in conformity with the accounting
principles and practices as disclosed in the Company's annual report on Form 10-
K/A for the year ended September 30, 1998. In the opinion of management, these
interim financial statements contain all adjustments (consisting only of normal
recurring adjustments) necessary for a fair presentation of the Company's
financial position as of December 31, 1998 and September 30, 1998, the results
of operations for the three month periods ended December 31, 1998 and 1997 and
the cash flows for the three month periods ended December 31, 1998 and 1997.
Results of operations for the interim period ended December 31, 1998, are not
necessarily indicative of the results that may be expected for the year ended
September 30, 1999. For additional information, refer to the consolidated
financial statements and footnotes included in the Company's annual report on
Form 10-K/A for the year ended September 30, 1998.
Certain reclassifications have been made to prior years' statements in order for
the amounts to be comparable with the current year presentation.
2) Related-Party Transactions
In December 1998, Barbara Vest, Director of Representative Relations, reduced to
zero the outstanding principal balance, together with the accrued interest, of
her revolving line of credit from the Company. At December 31, 1998, Ms. Vest
had no outstanding principal or accrued interest due on this line.
On December 31, 1998, Herb D. Vest, Chief Executive Officer and principle common
shareholder, entered into an agreement to purchase 83,400 shares of the
Company's outstanding Non-voting Series A Convertible Preferred Stock in a
private transaction. This transaction was completed on January 7, 1999. As a
result of this transaction, Herb D. Vest now owns 250,067 shares of the
Company's Non-voting Series A Convertible Preferred Stock.
7
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3) Earnings Per Share
Basic earnings per share (basic EPS) is computed by dividing income available to
common shareholders by the weighted average number of common shares outstanding.
The number of shares used to compute basic EPS for the three months ended
December 31, 1998 and 1997 was 5,423,341. Diluted earnings per share (diluted
EPS) is computed similar to the computation of basic EPS except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential dilutive common shares had been
issued. The number of shares used to compute diluted EPS for the three months
ended December 31, 1998 and 1997 were 5,711,674 and 5,448,798, respectively.
Options to purchase 53,948 shares of common stock at prices ranging from $7.63
to $8.50 per share were outstanding during the three months ended December 31,
1998. Options to purchase 95,454 shares of common stock at $8.50 per share were
outstanding during the three months ended December 31, 1997 and December 31,
1998. These options were not included in the computation of diluted EPS because
the options' exercise price was greater than the average market price of
outstanding common shares.
There were 250,067 shares of Non-voting Series A Convertible Preferred Stock
outstanding during the three months ended December 31, 1998 that were included
in the number of shares used to compute diluted EPS for the period. The 250,067
shares of Non-voting Series A Convertible Preferred Stock were not included in
the computation of diluted EPS for the three months ended December 31, 1997
because the conversion had an anti-dilutive effect on EPS.
4) Commitments and Contingencies
Beginning in September 1997, claims were made and litigation was initiated
against the Company or its subsidiary, H.D. Vest Investment Securities, Inc., in
regard to the activities of a former Registered Representative. As of September
30, 1998, claimants sought recovery for alleged out-of-pocket losses totaling
approximately $990,000. During the three months ended December 31, 1998,
additional claims of approximately $350,000 were made against the Company or
H.D. Vest Investment Securities, Inc.
As of September 30, 1998, the Company paid approximately $260,000 in settlement
of approximately $550,000 of the pending claims, and paid an additional $45,000
in settlement of an estimated $270,000 in unasserted claims. During the three
months ended December 31, 1998, the Company paid approximately $592,000 to
settle approximately $790,000 in pending claims, and paid approximately $52,000
in settlement of an estimated $140,000 in unasserted claims. These
8
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settlements disposed of the pending litigation and pending claims related to the
matter described above.
The Company is unable to determine whether additional material claims arising
from this Registered Representative's conduct will be asserted against the
Company or its subsidiaries. Although the Company believes that a defense to
any additional claims exists, and could vigorously defend such claims if
necessary, the Company could be adversely impacted if additional claims arise.
The Company is subject to other legal proceedings and claims, which have arisen
in the ordinary course of its business and have not been finally adjudicated.
Management believes, based on the advice of legal counsel responsible for such
matters, that these actions, when finally concluded and determined, will not
have a material adverse effect upon the financial position of the Company.
9
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- --------------------------------------------------------------------------------
OF OPERATIONS
- -------------
Liquidity and Capital Resources
At December 31, 1998, the Company had net working capital of $4,537,494 compared
to net working capital of $5,392,094 at September 30, 1998. The $854,600
decrease, for the three months ended December 31, 1998, is primarily a result of
(i) costs incurred for the continued acquisition and development of computer
systems for transaction processing (ii) costs incurred for the ongoing
implementation of computer systems for accounting and human resources and (iii)
expenses related to the Company's national conference held in November 1998.
The costs related to the national conference are directly related to the number
of Representatives attending the event and the number of training classes
offered by the Company.
During the first three months of fiscal 1999 the Company dedicated much of its
capital to the continued development of a new information system infrastructure.
Management believes the dedication to information systems will provide the
Company more capacity to manage its current growth and support future growth.
Approximately $160,000 of the Company's funding for information systems and
property and equipment came from operating and capital leases.
In December 1998, Barbara Vest, Director of Representative Relations, reduced to
zero the outstanding principal balance, together with the accrued interest, of
her revolving line of credit from the Company. At December 31, 1998, Ms. Vest
had no outstanding principal or accrued interest due on this line.
Management believes that, in addition to external financial resources (primarily
bank leases), the Company's cash flow is sufficient to maintain its current
operations as well as its continued growth plan.
10
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Results of Operations
Revenues
The Company's revenues for the three months ended December 31, 1998, were
$34,535,387, a 29% increase over the Company's revenues for the three months
ended December 31, 1997. Management believes that the increase in revenues is
due in part to the continued strength in overall financial markets, in spite of
fluctuations in key market indexes during the three months ended December 31,
1998. Management believes the Company's abilitiy to maintain or increase
revenues in periods of short-term market fluctuation is due in part to the
Company's commitment to train Representatives in diversification and long-term
investment activities. The number of Representatives and their experience in
the financial planning and sales industry directly impacts revenue.
Due to the declining industry wide trend of commission revenue as a percentage
of gross product sales, the Company has continued to devote resources to the
development of its fee-based programs. Fee-based programs produce revenue based
on quarterly charges to clients for the management of their accounts, whereas,
commission-based services produce revenue based primarily on one time front end
sales charges for the purchase of products. Some clients may prefer fee-based
programs as opposed to more traditional commission-based services. The Company
hopes to maximize revenue by making both fee-based and commission-based services
available to customers. Portfolio management fees from these programs were
$4,719,528 for the three months ended December 31, 1998, a 31% increase over
portfolio management fees for the three months ended December 31, 1997.
Net Income
Net income for the three months ended December 31, 1998, was $179,354, a
decrease of $387,504 compared to net income of $566,858 for the three months
ended December 31, 1997.
Net income for the three months ended December 31, 1998 decreased from the
comparable period in the prior year due in part to a 40% increase in commission
and portfolio management fee expense. Commission and portfolio management fee
expense increased at a faster rate than the related revenue due primarily to
Representatives moving into higher payout categories as well as increased
production from Representatives in higher payout categories. Management
believes that in periods of short-term economic fluctuations, established
Representatives have an advantage over less experienced Representatives in
selling investment products. As the Company recruits and trains Representatives
in lower payout categories, the revenue generated by these Representatives will
help to offset increased revenue by Representatives in higher payout categories.
General and administrative expenses increased by 21% to $8,438,458 for the three
months ended December 31, 1998, compared to the same period
11
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for the prior year. The increase in general and administrative expenses is
directly related to the increase in revenue, in that additional staffing is
retained to support the revenue growth and projected increases in operating
levels. General and administrative expense is also impacted by increased
noncapitalizable costs to improve the Company's utilization of technology.
Representative development costs for the three months ended December 31, 1998
were $2,673,353 an 10% increase related to development costs of $2,419,504 for
the three months ended December 31, 1997. The increase in Representative
development costs is primarily due an increase in expenses related to the
Company's national conference. The costs related to the national conference are
directly related to the number of Representatives attending the conference and
the number of training courses offered by the Company. The increase in
Representative development costs is also related to increased participation by
Representatives, the Company's focus on the development of educational programs,
as well as the expansion of staff necessary to support participation in these
programs. As additional Representatives are recruited, the Company expects
participation to increase in development programs.
Representative recruiting costs for the three months ended December 31, 1998
were $613,464, a 30% increase compared to recruiting costs of $470,742 for the
three months ended December 31, 1997. The increase in recruiting costs is the
result of an increase in direct mail and other recruiting methods used to
contact prospective Representatives. To the extent that the Company decides in
the future to devote significant resources to rapidly expand its Representative
base through aggressive recruiting activities, future profitability would likely
be negatively impacted.
12
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PART II OTHER INFORMATION
- --------------------------
Item 1. Legal Proceedings
- --------------------------
Beginning in September 1997, claims were made and litigation was initiated
against the Company or its subsidiary, H.D. Vest Investment Securities, Inc., in
regard to the activities of a former Registered Representative. As of September
30, 1998, claimants sought recovery for alleged out-of-pocket losses totaling
approximately $990,000. During the three months ended December 31, 1998,
additional claims of approximately $350,000 were made against the Company or
H.D. Vest Investment Securities, Inc.
As of September 30, 1998, the Company paid approximately $260,000 in settlement
of approximately $550,000 of the pending claims, and paid an additional $45,000
in settlement of an estimated $270,000 in unasserted claims. During the three
months ended December 31, 1998, the Company paid approximately $592,000 to
settle approximately $790,000 in pending claims, and paid approximately $52,000
in settlement of an estimated $140,000 in unasserted claims. These settlements
disposed of the pending litigation and pending claims related to the matter
described above.
The Company is unable to determine whether additional material claims arising
from this Registered Representative's conduct will be asserted against the
Company or its subsidiaries. Although the Company believes that a defense to
any additional claims exists, and could vigorously defend such claims if
necessary, the Company could be adversely impacted if additional claims arise.
The Company is subject to other legal proceedings and claims, which have arisen
in the ordinary course of its business and have not been finally adjudicated.
Management believes, based on the advice of legal counsel responsible for such
matters, that these actions, when finally concluded and determined, will not
have a material adverse effect upon the financial position of the Company.
13
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Item 4. Submission of Matters to a Vote of Shareholders
- --------------------------------------------------------
None.
Item 5. Other Information
- --------------------------
The Company recognizes the need to ensure that its operations will not be
adversely impacted by "Year 2000" systems failures. Year 2000 issues arise
because some computer software and hardware systems were designed to handle only
a two-digit year, not a four-digit year (e.g. 1997 is seen by the computer as
"97"). When the year 2000 begins, these computer systems may interpret "00" as
the year 1900 and not 2000, and could either stop processing date-related
computations or process them incorrectly.
In order to minimize the impact of the Year 2000 on the Company, a Year 2000
plan has been established for the assessment and mitigation of risks associated
with material Year 2000 issues. The plan includes a review of material computer
systems that the Company currently has in place and remediation of such systems
if required. The Company has made inquiries to third-party providers with whom
the Company has material business relationships as to their state of readiness
for potential Year 2000 issues and the development of contingency plans in the
event material Year 2000 issues. Plans are being developed for addressing
unexpected failures or unsuccessful remediation efforts of material computer
systems and unexpected inability of third parties to provide services due to
lack of Year 2000 Readiness.
As of December 31, 1998, the Company has identified material computer systems
and completed testing of approximately 60% of such systems. The Company
anticipates completing all testing and any required modifications or
replacements by September 30, 1999. As of December 31, 1998 the Company has
expended approximately $75,000 to address potential Year 2000 issues, exclusive
of costs associated with previously scheduled modifications or replacements
unrelated to Year 2000 issues. The Company anticipates spending approximately
$100,000 for additional testing, modification and replacement related to Year
2000 during the fiscal year ending September 30, 1999.
Based on current and anticipated operating needs, many of the Company's material
computer systems are in the process of being replaced with more technologically
advanced versions. Each new system being installed has been reviewed for Year
2000 compliance. The computer systems that have been or are in the process of
being replaced, include, but are not limited to, the Company's investment
processing system, accounting system, human resources and payroll
14
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system, work station and network operating systems and systems used to
communicate with the Company's Representatives. The remaining computer systems,
including but not limited to, phone equipment and general office equipment are
currently being reviewed for Year 2000 compliance as part of the overall plan
for testing and modification referenced above.
In addition to reviewing its own computer systems, the Company is in the process
of communicating with material third-party providers, including, but not limited
to, suppliers, product sponsors, financial institutions, facility owners and
other companies with which the Company has material business relationships in
order to assess their Year 2000 readiness. The communication requests, among
other things, disclosure of the companies' plans for minimizing the impact of
the Year 2000 on their computer systems and the Company. The Company anticipates
receiving from these third-party service providers assurance of their Year 2000
capability. As of September 30, 1998, the Company had not received from any
third-party provider, with which a material business relationship exists, notice
of a material Year 2000 issue or the inability to address material Year 2000
issues prior to the Year 2000. The Company is generally not in a position to
verify whether third-party service providers are or will become Year 2000 ready
apart from such assurances or until a Year 2000 issue arises.
Management does not anticipate a material effect on business operations as a
result of Year 2000 issues. As a precaution, however, the Company is in the
process of developing a contingency plan for business operations in the event
material Year 2000 issues arise in either the Company's or third-party computer
systems. In the event material issues arise, the Company is prepared to conduct
business, particularly the processing of investment transactions, utilizing
manual processes, off-site recovery facilities and computer systems and back-up
data routinely archived by the Company. The Company anticipates that the cost of
conducting business utilizing the Company's contingency plans would be higher
than conducting business utilizing current and anticipated operational plans,
although the Company is unable to estimate potential cost increases in this
regard.
In the event the Company receives notice from a material third-party provider as
to a potential Year 2000 issue relating to the Company, or a material Year 2000
issue arises as to a third-party, the Company anticipates minimizing potential
business interruptions by shifting critical functions, including, but not
limited to, products sold or recommended by the Company's subsidiaries, to
third-party providers demonstrating Year 2000 compliance.
15
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To the extent the Company or third-party providers cannot correct material Year
2000 issues, and the Company is unable to efficiently conduct business in
accordance with its anticipated contingency plans, operations of the Company
could be negatively impacted.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
No reports on Form 8-K were filed during the quarter ended December 31, 1998.
16
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
H. D. VEST, INC.
------------------------
(Registrant)
Date: February 12, 1999 By: s\ Herb D. Vest
------------------------
Herb D. Vest
Chief Executive Officer,
Chairman of the Board
Date: February 12, 1999 By: s\ Wesley Ted Sinclair
------------------------
Wesley Ted Sinclair
Chief Financial Officer,
Vice President (Principal
Financial and Accounting
Officer)
17
<TABLE> <S> <C>
<PAGE>
<ARTICLE> BD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-START> OCT-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 8,106,422
<RECEIVABLES> 7,841,802
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 0
<INSTRUMENTS-OWNED> 0
<PP&E> 6,677,324
<TOTAL-ASSETS> 26,561,572
<SHORT-TERM> 0
<PAYABLES> 12,324,576
<REPOS-SOLD> 0
<SECURITIES-LOANED> 0
<INSTRUMENTS-SOLD> 0
<LONG-TERM> 5,699,588
0
1,500,402
<COMMON> 271,167
<OTHER-SE> 6,765,839
<TOTAL-LIABILITY-AND-EQUITY> 26,561,572
<TRADING-REVENUE> 0
<INTEREST-DIVIDENDS> 136,846
<COMMISSIONS> 25,680,480
<INVESTMENT-BANKING-REVENUES> 0
<FEE-REVENUE> 4,719,528
<INTEREST-EXPENSE> 94,642
<COMPENSATION> 4,040,623
<INCOME-PRETAX> 314,657
<INCOME-PRE-EXTRAORDINARY> 135,303
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 135,303
<EPS-PRIMARY> .03
<EPS-DILUTED> .03
</TABLE>
