<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _______ to ________
Commission File Number 0-6877
SANTA FE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 95-2452529
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
Mailing Address: P.O. Box 80037
San Diego, CA 92138
Street Address: 2251 San Diego Avenue, Suite A-151
San Diego, CA 92110
(619) 298-7201
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months, and (2) has been subject to such filing requirements for the past 90
days. Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 638,019 shares of issuer's
$.10 Par Value Common Stock were outstanding as of August 8, 1997.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE> 2
INDEX
SANTA FE FINANCIAL CORPORATION
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheet--June 30, 1997 (Unaudited) 3
Consolidated Statements of Income (Unaudited)--Quarters
ended June 30, 1997 and 1996 and for the Six Months
ended June 30, 1997 and 1996 4
Consolidated Statements of Cash Flows (Unaudited)--
Six Months ended June 30, 1997 and 1996 5
Notes to Consolidated Financial Statements---June 30, 1997 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
<PAGE> 3
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Santa Fe Financial Corporation
Consolidated Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
June 30
1997
-------------
<S> <C>
Assets
Current assets:
Cash and cash equivalents $ 2,377,425
Investment securities 10,331,199
Other investments 400,000
Deferred income taxes 53,345
Income tax receivable 24,802
Current portion of notes receivable 8,235
Other current assets 188,679
-----------
Total currents assets 13,383,685
-----------
Investments:
Investment in Justice Investors 5,500,837
Other investments 2,431
-----------
5,503,268
-----------
Furniture and fixtures:
Furniture and fixtures 97,649
Less allowances for depreciation (85,077)
-----------
12,572
-----------
Other assets:
Notes receivable, less current portion 214,495
Deferred income taxes 3,788
-----------
218,283
-----------
Total assets $ 19,117,808
===========
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued expenses $ 117,250
Income taxes payable -
Due securities broker 3,592,857
Deferred income taxes 203,527
----------
Total current liabilities 3,913,634
----------
Minority interest 3,347,415
----------
<PAGE> 4
Commitments and contingencies
Shareholders' equity:
Common stock - par value $.10 per share;
Authorized - 1,500,000
Issued & outstanding - 638,019 63,802
Additional paid-in capital 8,174,492
Unrealized gain on investment securities,
net of deferred taxes 303,543
Retained earnings 3,314,922
-----------
Total shareholders' equity 11,856,759
-----------
Total liabilities & shareholders' equity $ 19,117,808
===========
See accompanying notes.
</TABLE>
Santa Fe Financial Corporation
Consolidated Statements of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended June 30 Six Months ended June 30
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Equity in net income of Justice
Investors $ 611,273 $ 340,929 $ 1,110,985 $ 673,548
Dividend and interest income 229,372 125,427 456,016 224,721
Investment gain (loss) (199,431) - (230,833) -
Other income 28,176 28,176 56,352 57,224
--------- --------- --------- ---------
669,390 494,532 $ 1,392,520 $ 955,493
--------- --------- --------- ---------
Costs and expenses:
Litigation - GPG 56,264 96,334 206,209 164,865
General and administrative 154,265 121,842 313,427 222,849
Professional and outside services 30,370 18,142 113,869 45,392
Depreciation 971 1,962 1,942 3,924
--------- --------- --------- ---------
241,870 238,280 635,447 437,030
--------- --------- --------- ---------
Income before income taxes
and minority interest 427,520 256,252 757,073 518,463
Income taxes 159,000 105,000 288,000 207,000
--------- --------- --------- ---------
Income before minority interest 268,520 151,252 469,073 311,463
Minority interest 100,209 60,855 183,900 124,912
--------- --------- --------- ---------
Net income $ 168,311 $ 90,397 $ 285,173 $ 186,551
========= ========= ========= =========
Net income per share $ 0.26 $ 0.14 $ 0.45 $ 0.31
========= ========= ========= =========
Weighted average shares
outstanding 638,019 638,019 638,019 603,014
========= ========= ========= =========
Dividends per Share $ -- $ 0.25 $ -- $ 0.25
========= ========= ========= =========
See accompanying notes.
</TABLE>
<PAGE> 5
Santa Fe Financial Corporation & Subsidiary
Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION> Six Months ended June 30
1997 1996
----------- -----------
<S> <C> <C>
Operating Activities
Net income $ 285,173 $ 186,551
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Equity in net income of limited partnership (1,110,985) (673,548)
Minority interest 116,589 17,215
Amortization of excess of market value
over carrying value of investment (44,352) (44,352)
Depreciation 1,943 3,924
Changes in operating assets and
liabilities:
Other current assets (18,911) (12,634)
Accounts payable and accrued expenses 15,553 53,602
Increase in amounts due securities broker 3,592,857 -
Income taxes payable (102,942) (112,003)
---------- ----------
Net cash used in operating activities 2,734,925 (581,245)
---------- ----------
Investing Activities
Cash distributions from limited partnership 806,281 627,480
Purchase of investment securities (10,001,714) (874,515)
Proceeds from sale of investment securities 9,205,271 -
Purchases of other investments (400,000) -
Purchase of property, furniture and fixtures - (3,392)
---------- ----------
Net cash provided by investing activities (390,162) (250,427)
---------- ----------
Financing Activities
Proceeds from sale of common stock, net - 2,430,000
Dividends paid - (137,003)
Decrease in notes receivable 7,956 3,696
Purchase of Portsmouth stock (102,645) -
---------- ----------
Net cash provided by (used in)
financing activities (94,689) 2,296,693
Increase in cash and
cash equivalents 2,250,070 1,465,021
---------- ----------
Cash and cash equivalents at
beginning of period 127,351 7,016,804
---------- ----------
Cash and cash equivalents at end of period $ 2,377,425 $ 8,481,825
========== ==========
See accompanying notes.
</TABLE>
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies
---------------------------------------------------------
The consolidated financial statements included herein have been prepared by
Santa Fe Financial Corporation (the "Company"), without audit, according to
the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes the disclosures that are made are
adequate to make the information presented not misleading. Further, the
consolidated financial statements reflect, in the opinion of management, all
adjustments (which included only normal recurring adjustments) necessary to
state fairly the financial position and results of operations as of and for
the periods indicated.
It is suggested that these financial statements be read in conjunction with
the audited financial statements and the notes therein included in the
Company's Form 10-K for the year ended December 31, 1996.
The results of operations for the six months ended June 30, 1997 are not
necessarily indicative of results to be expected for the full fiscal year
ending December 31, 1997.
In February 1997, the Financial Accounting Standards Board issued Statement
No. 128, (Earnings per Share) which will be required to be adopted on
December 31, 1997. The impact of Statement 128 on the calculation of earnings
per share for these quarters is not expected to be material.
2. Litigation
----------
During January 1995, Santa Fe completed a private placement of 90,000 shares
of common stock and granted warrants for the purchase of an additional 90,000
shares for gross proceeds of $2,340,000. The underlying agreement also
granted certain additional rights to the acquiring company, The InterGroup
Corporation ("InterGroup"). The warrants were exercisable at prices ranging
from $26.50 to $27.50 per share at dates through December 30, 1997. On March
11, 1996, the warrants were exercised to purchase 90,000 shares of the
Company's common stock at $27.00 per share for proceeds of $2,430,000.
On February 22, 1995, a shareholders' derivative suit was filed against the
Company, its directors and others challenging the private placement
agreement. The complaint seeks declaratory relief, rescission or reformation
of the agreement, injunctive relief and unspecified general and punitive
damages.
During 1996, the court granted InterGroup summary judgment, which effectively
disposed of rescission or reformation as a remedy in this action. Plaintiffs
are currently seeking appellate review of that summary judgment.
On July 3, 1997, the Court of Appeal granted a petition for a writ of mandate
brought by the director defendants which ordered the trial court to enter
summary judgment in favor of those defendants. The Court of Appeal's decision
effectively disposed of the remaining liability claims in this action and
relieved the Company of any potential liability for the payment of attorneys'
fees to the derivative Plaintiffs. However, Plaintiffs could file a petition
for review to the California Supreme Court further challenging that decision.
<PAGE> 7
The Company and its directors continue to vigorously contest this lawsuit and
the Court of Appeal's decision confirmed that the director defendants properly
exercised their business judgment. Management believes that the ultimate
resolution of this claim will not have a material adverse effect on the
Company's consolidated financial position.
On May 30, 1996, the Company's 64.6%-owned subsidiary, Portsmouth Square, Inc.
("Portsmouth") was served with a personal injury action in the San Francisco
Superior Court. The suit, which was filed on March 26, 1996, names more than
60 defendants, including the managing general partner of Justice Investors,
and alleges injuries suffered as a result of exposure to asbestos-containing
materials. The Complaint seeks an unspecified amount of damages including
recovery for loss of income and medical expenses. Portsmouth is being
defended through its insurance carrier under a reservation of rights. It is
expected that a motion for summary judgment will be brought on behalf of the
Company. Due to the limited discovery taken to date, the Company is not in a
position to evaluate the eventual outcome of the action or to estimate a
potential range of loss, if any.
3. Related Party Transactions
--------------------------
Certain costs and expenses, primarily salaries, rent and insurance, are
allocated between the Company and its subsidiary, Portsmouth, based on
management's estimate of the utilization of resources.
During the six months ended June 30, 1997, the Company and its subsidiary made
payments to InterGroup totaling $88,492 for administrative costs and
reimbursement of direct and indirect costs associated with the management of
the Company's investments, including its subsidiary's partnership asset. The
Company's funds are invested under the direction of its Chairman and
President, John V. Winfield. Mr. Winfield is also President and Chairman of
Santa Fe and InterGroup. One of the Company's other Directors also serves as a
Director of InterGroup.
<PAGE> 8
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATION
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
The Company may from time to time make forward-looking statements and
projections concerning future expectations. When used in this discussion, the
words "estimate," "project," "anticipate" and similar expressions, are
intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties, such as partnership distributions, general
economic conditions of the hotel industry in the San Francisco area,
securities markets, litigation and other factors, including those discussed
below and in the Company's Form 10-K for the year ended December 31, 1996,
that could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as to the date hereof. The Company undertakes
no obligation to publicly release the results of any revisions to those
forward-looking statements which may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
The Company's principal sources of revenue continue to be derived from the
investment of its 64.6%-owned subsidiary, Portsmouth Square, Inc., in the
Justice Investors limited partnership and income received from investment of
its cash and securities assets. The partnership derives most of its income
from its lease with Holiday Inn, Inc. ("Holiday") and from a lease with Evon
Garage Corporation.
Three Months Ended June 30, 1997 Compared to Three Months Ended
June 30, 1996
Comparison of results of operations for the three months ended June 30, 1997
to the three months ended June 30, 1996, shows a net increase in total
revenues of 35.4% and that costs and expenses increased 1.5%, income before
taxes and minority interest increased 66.8% and net income increased 86.2%.
The 35.4% net increase in total revenues from $494,532 to $669,390 was
primarily due to a 79.3% increase in partnership income from $340,929 to
$611,273 and a 82.9% increase in dividend and interest income from $125,427 to
$229,373. The increase in partnership income is primarily attributable to a
100.8% increase in hotel rental income as a result of both higher occupancy
rates and an increase in the average daily room rate. The increase in
dividend and interest income reflects management's efforts to diversify the
Company's investments to provide for an overall higher yield. The realized
loss on investments of $199,431 is tempered by pre-tax unrealized gains on
investments of $888,612 and pre-tax unrealized losses in the amount of
$381,542. The net unrealized gain on investments of $303,543, after tax, is
included in shareholders' equity.
The small 1.5% increase in costs and expenses from $238,280 to $241,870 is
primarily attributable to a 27% increase in general and administrative
expenses, a 67.4% increase in professional and outside service fees, offset by
a 41.6% decrease in litigation expenses. The increase in general and
administrative expenses from $121,842 to $154,266 reflects higher
administrative costs and direct and indirect costs associated with the
management of the Company's investments, including its partnership asset. The
increase in professional and outside service fees from $18,142 to $30,370 is
<PAGE> 9
primarily attributable to the retention of a consultant by the Company's
subsidiary to advise Portsmouth on certain operational and partnership matters
as part of Portsmouth's more active role as a general partner in Justice
Investors.
The decrease in litigation expenses from $96,334 to $56,264 reflects a period
of inactivity in the GPG lawsuit when matters were pending on appeal. As a
result, expenses incurred by the Company as a result of the litigation filed
by GPG did not have as severe of an adverse impact on net income as they did
in the second quarter of 1996.
Effective April 28, 1997, Holiday merged with Bristol Hotel Company
("Bristol") of Dallas, Texas, a publicly held company listed on the New York
Stock Exchange. Bristol has agreed to assume and perform all of Holiday's
obligations under the lease with the partnership and will continue to operate
the hotel as a Holiday Inn.
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Comparison of the results of operations for the first six months of 1997 to
the first six months of 1996 shows a net increase in total revenues of 45.7%
and that costs and expenses increased approximately 45.4%, income before taxes
and minority interest increased approximately 46% and net income increased
52.9%
The 45.7% net increase in total revenues from $955,493 to $1,392,520 was
primarily due to a 64.9% increase in partnership income from $673,548 to
$1,110,985, and a 102.9% increase in dividend and interest income from
$224,721 to $456,016. The increase in partnership income is primarily
attributable to a 74.4% increase in hotel rental income as a result of both
higher occupancy rates and an increase in the average daily room rate. The
increase in dividend and interest income reflects management's efforts to
diversify the Company's investments to provide for an overall higher yield.
The realized loss on investments of $230,833 is tempered by pre-tax unrealized
gains on investments of $888,612 and pre-tax unrealized losses in the amount
of $381,542. The net unrealized gain on investments of $303,543, after tax,
is included in shareholders' equity.
The 45.4% increase in costs and expenses from $437,030 to $635,447 is
primarily attributable to a 25.1% increase in the costs associated with the
litigation brought by GPG, a 40.6% increase in general and administrative
expenses and a 150.8% increase in professional and outside service fees. The
increase in general and administrative expenses from $222,849 to $313,427
reflects higher administrative costs and direct and indirect costs associated
with the management of the Company's investments, including its partnership
asset and increases in the salary of the Company's Chief Executive Officer.
The increase in professional and outside service fees from $45,392 to $113,869
is primarily attributable to the retention of a consultant by the Company's
subsidiary to advise Portsmouth on certain operational and partnership matters
as part of Portsmouth's more active role as a general partner in Justice
Investors and higher annual audit fees.
Expenses incurred by the Company as a result of the litigation filed by GPG
continued to adversely impact net income for the first six months of 1997.
Those expenses increased from $164,865 for the first six months of 1996 to
$206,209 for the first six months of 1997.
<PAGE> 10
FINANCIAL CONDITION AND LIQUIDITY
The Company's cash flows are primarily generated by its subsidiary's
investment in the Justice Investors limited partnership, which derives the
majority of its income from a lease with Holiday and a lease with Evon
Garage Corporation. In addition to its monthly limited partnership
distributions from Justice Investors, Portsmouth receives monthly management
fees as a general partner. The Company also derives revenue from the
investment of its cash and securities assets.
As a result of increases in the amount of rental income from the hotel lease,
the general partners of Justice Investors decided that there would be a
special one-third increase in the monthly distribution to limited partners
effective with the February 1997 distribution. As a result, Portsmouth's
monthly distribution increased to $139,440 from $109,580. Although it is
planned that the distribution at the higher level will continue for a period
of 12 months, the increase was clearly identified as a special distribution
and, at any time, unforeseen circumstances could dictate a change in the
amount distributed. The general partners will conduct an annual review and
analysis to determine an appropriate monthly distribution for the ensuing
year. At that time, the monthly distribution could be decreased or increased.
The Company has been diversifying its investment of its cash and securities
assets in an effort to obtain an overall higher yield while seeking to
minimize the associated increased degree of risk. The Company has invested in
income-producing instruments and in equity and debt securities when deemed
appropriate. The Company's securities investments are classified as
available-for-sale and unrealized gains and losses, net of deferred taxes,
are
included in shareholders' equity. As of June 30, 1997, the Company had a
net unrealized gain on investments of $303,543 after tax, which consists of
pre-tax unrealized gains of $888,612 and pre-tax unrealized losses of
$381,542.
Realized investment gains and losses may fluctuate significantly from period
to period in the future and could have a meaningful effect on the Company's
net earnings. However, the amount of realized investment gain or loss for any
given period may have no predictive value, and variations in amount from
period to period may have no practical analytical value.
At June 30, 1997, the Company's current assets were $13,383,685 and it
remains liquid with a current ratio of approximately 3.4 to 1 at the end of
the quarter. Management believes the Company's capital resources are
currently adequate to meet its short- and long-term obligations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported, Guinness Peat Group plc and its subsidiary, Allied
Mutual Insurance Services Limited ("plaintiffs") had filed a shareholders
derivative suit against certain directors of the Company, InterGroup and the
Company as a nominal defendant in the Superior Court of the State of
California, County of San Diego, Case No. 685760.
On July 3, 1997, the Court of Appeal, Fourth Appellate District, Division One
of the State of California granted the director defendants' petition for a
writ of mandate and directed the trial court to vacate its order denying the
director defendants' motion for summary judgment and to enter a new order
granting the motion. The Court of Appeal's decision became final on August 2,
1997; however, plaintiffs filed a petition for review to the California
Supreme Court on August 12, 1997.
<PAGE> 11
In its ruling, the Court of Appeal determined that the director defendants
properly exercised their business judgment in connection with the Company
entering into the December 20, 1994 Securities Purchase Agreement with
Intergroup. That decision effectively disposes of the liability claims brought
by plaintiffs in this action. Previously, the trial court granted summary
judgment in favor of InterGroup, ruling that there was no fraud in connection
with that transaction. The summary judgment in favor of InterGroup has been
appealed by plaintiffs.
Assuming that the Court of Appeal's decision granting the writ is not
modified, the Company and the director defendants, as the prevailing parties,
will be in a position to apply to the trial court for an award of attorneys'
fees and costs against plaintiffs. Although it is unknown at this time how
the court will ultimately rule on that issue, the Company will vigorously seek
recovery from plaintiffs of all expenses that it was forced to incur in
defense of this action. The Court of Appeal's decision also relieves the
Company of any potential liability for the payment of the attorneys' fees of
the derivative plaintiffs.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 6, 1997,
at The Westgate Hotel in San Diego, California. At that meeting all of
management's nominees, John V. Winfield, Janice Braly-Nelsen and William J.
Nance, were elected Directors of Santa Fe to serve until the next Annual
Meeting. The shareholders also voted to ratify the appointment of Ernst &
Young LLP as the Company's independent auditor for the year ending
December 31, 1997. A tabulation of the vote at the meeting was previously
reported on Registrant's Form 10-QSB for the quarterly period ended March 31,
1997.
On August 12, 1997, a Special Meeting of Shareholders was held in Los Angeles,
California to consider and vote on a proposed amendment to the Company's
Articles of Incorporation to increase the number of authorized shares of the
Common Stock of the Company from 1,500,000 shares of Common Stock, $.10 par
value, to 2,000,000 shares and to authorize 1,000,000 shares of Preferred
Stock, $.10 par value. At that meeting, the proposed amendment was approved
and ratified by a majority vote of the issued and outstanding Common Shares of
the Company. A tabulation of that vote is set forth below:
<TABLE>
<CAPTION>
Votes for Against Abstained
--------- ------- ---------
<S> <C> <C> <C>
Proposal to Amend the 333,560 9,706 3,616
Articles of Incorporation
</TABLE>
The amendment to the Articles of Incorporation will become effective only upon
filing with the Secretary of State of the State of Nevada. As set forth in
the proposal, the Board of Directors of the Company reserved the right to
determine not to file the amendment.
<PAGE> 12
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - the Financial Data Schedule is filed as an exhibit
to this report.
(b) Registrant did not file any reports on Form 8-K during the
quarter for which this report is filed. Registrant did file
a report on Form 8-K dated July 3, 1997 which reported a decision
by the California Court of Appeal granting a writ of mandate
and ordering that summary judgment be entered in favor of
the director defendants in a shareholders derivative suit
filed against the Registrant. No financial statements were
filed as part of that report.
SIGNATURES
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.
SANTA FE FINANCIAL CORPORATION
(Registrant)
Date: August 13, 1997
by /s/ John V. Winfield
- ----------------------------------
John V. Winfield, President
and Chairman of the Board and
Chief Executive Officer
Date: August 13, 1997
by /s/ L. Scott Shields
- ----------------------------------
L. Scott Shields, Secretary,
Treasurer and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF INCOME
OF SANTA FE FINANCIAL CORPORATION AND SUBSIDIARY SET FORTH IN ITS
FORM 10-QSB REPORT FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q REPORT.
<CIK> 0000086759
<NAME> SANTA FE FINANCIAL CORPORATION
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2377425
<SECURITIES> 10331199
<RECEIVABLES> 222730
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 13383685
<PP&E> 97649
<DEPRECIATION> 85077
<TOTAL-ASSETS> 19117808
<CURRENT-LIABILITIES> 3913634
<BONDS> 0
0
0
<COMMON> 63802
<OTHER-SE> 19054006
<TOTAL-LIABILITY-AND-EQUITY> 19117808
<SALES> 1110985
<TOTAL-REVENUES> 1392520
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 635447
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 757073
<INCOME-TAX> 288000
<INCOME-CONTINUING> 285173
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 285173
<EPS-PRIMARY> .45
<EPS-DILUTED> .45
</TABLE>
