<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1997
------------------
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT
For the transition period from ____________ to _____________
Commission File Number 0-20272
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RESOURCE CAPITAL GROUP, INC.
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(Exact name of small business issuer as specified in its charter)
<TABLE>
<S> <C>
Delaware 13-3617377
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
419 Crossville Road, Suite 204 Roswell, GA 30075
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(Address of principal executive offices) (Zip Code)
770-649-7000
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(Issuer's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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.
X Yes / / No
As of September 30, 1997, 406,726 shares of common stock of the Registrant were
outstanding.
<PAGE> 2
INDEX
RESOURCE CAPITAL GROUP, INC.
<TABLE>
<CAPTION>
Part I. Financial Information Page
Number
------
<S> <C> <C> <C>
Item 1. Consolidated Financial Statements (Unaudited)
Consolidated Balance Sheet - September 30, 1997
and December 31, 1996 3
Consolidated Statement of Operations - For the
Three Months and Nine Months Ended September 30,
1997 and 1996 4
Consolidated Statement of Cash Flows - For the
Nine Months Ended September 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis or
Plan of Operation 10
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
a) Consolidated Balance Sheet
RESOURCE CAPITAL GROUP, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------ ------------
<S> <C> <C>
Cash and cash equivalents $ 422,191 $ 298,655
Investment in marketable equity securities-at market 22,954 104,375
Escrow deposits 61,639
Investments in and receivables from partnerships 2,756,692 2,719,316
Receivables 25,127 181,122
Real and personal property, at cost
Land 1,436,909 1,106,231
Buildings and improvements 2,905,869 6,070,520
Furniture and equipment 160,006 284,199
------------ ------------
4,502,784 7,460,950
Less accumulated depreciation (144,907) (181,500)
------------ ------------
Net real and personal property 4,357,877 7,279,450
Deferred charges-net of accumulated amortization 68,592 269,670
Other assets 143,640 116,661
------------ ------------
$ 7,797,073 11,030,888
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Note payable $ 103,299 155,828
Accounts payable 63,532 59,684
Accrued expenses
Interest 18,635 46,243
Payroll 14,492 35,418
Professional fees 27,000 36,000
Taxes 46,450 76,289
Other 13,551 25,438
------------ ------------
120,128 219,388
Security deposits 30,572 71,351
Mortgages payable 2,422,419 5,711,237
Deferred tax liability 105,052 81,607
------------ ------------
Total Liabilities 2,845,002 6,299,095
Minority interest 109,409
Stockholders' equity
Common stock - authorized 1,000,000 shares
$.01 par value per share, issued 498,608 shares 5,086 4,986
Additional paid-in capital 4,587,618 4,459,034
Stock warrants outstanding 24,690
Retained earnings 461,265 273,829
Less treasury stock, at cost, 91,882 shares (131,712) (131,712)
Unrealized gain on investment 5,124 16,247
------------ ------------
Total Stockholders' Equity 4,952,071 4,622,384
------------ ------------
$ 7,797,073 11,030,888
============ ============
</TABLE>
See notes to consolidated financial statements
3
<PAGE> 4
b) Consolidated Statement of Operations
RESOURCE CAPITAL GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------- ---------------------------
1997 1996 1997 1996
--------- --------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue
Rental operations $ 195,642 $ 405,696 $ 931,021 $ 688,542
Interest - affiliated entity 53,145 53,145 159,436 159,436
Equity in earnings of
unconsolidated partnerships 19,670 (143) 57,555 (2,978)
Management fees - affiliated entity 19,342 15,000 47,342 45,000
Interest - investments 3,701 10,603 12,761 30,554
Gain on sale of marketable securities (note 8) 18,521
Gain on sale of property (note 5) 525,779
Other income 1,730 529 5,240 1,114
--------- --------- ----------- -----------
Total Revenue 293,230 484,830 1,757,655 921,668
--------- --------- ----------- -----------
Expenses
Rental operations 69,217 208,002 439,565 337,997
General and administrative 126,432 117,485 394,847 354,807
Interest 54,944 122,296 284,219 213,031
Depreciation and amortization 28,758 61,306 339,443 107,697
--------- --------- ----------- -----------
Total Expenses 279,351 509,089 1,458,074 1,013,532
--------- --------- ----------- -----------
Income (loss) before minority share of (income) 13,879 (24,259) 299,581 (91,864)
Minority share of (income) (3,156) (3,822) (15,587) (14,020)
--------- --------- ----------- -----------
Income (loss) before income taxes 10,723 (28,081) 283,994 (105,884)
(Provision for) benefit of income taxes (note 6) (3,646) 9,547 (96,558) 36,000
--------- --------- ----------- -----------
Net income (loss) $ 7,077 $ (18,534) $ 187,436 $ (69,884)
========= ========= =========== ===========
Net income (loss) per share $ .02 $ (.05) $ .46 $ (.17)
========= ========= =========== ===========
Weighted Average Shares Outstanding 406,726 411,489 406,726 411,489
========= ========= =========== ===========
</TABLE>
See notes to consolidated financial statements
4
<PAGE> 5
b) Consolidated Statement of Cash Flows
RESOURCE CAPITAL GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
NINE MONTHS ENDENDED
SEPTEMBER 30,
----------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities
Net Income (loss) $ 187,436 $ (69,884)
----------- -----------
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities
Depreciation and amortization 339,443 107,697
Interest - affiliated entity 63,708 63,708
Equity in (earnings) loss of unconsolidated partnerships (57,555) 2,978
Minority share of income (loss) 15,587 14,020
Gain on sale of property (525,779)
Gain on sale of marketable equity securities (18,521)
Deferred income taxes 23,445 (42,000)
Minority interest (104,196)
Stock warrants issued 24,690
Additional paid in capital and common stock 128,684
Changes in certain other accounts
Escrow deposits 61,639
Deferred charges and other assets (24,994) (592,562)
Receivables 155,995
Accounts payable 3,848 71,313
Accrued expenses (99,260) 309
Security deposit (40,779) 61,166
----------- -----------
Net cash (used) by operating activities 133,391 (383,255)
----------- -----------
Cash flows from investing activities
Purchase of subsidiaries (923,000)
Additions to real and personal property (634,697) (5,555,770)
Proceeds from sale of property 4,866,684
Purchase of limited partner interest in
unconsolidated partnerships (39,325)
Advances to affiliated entity, net (47,000) (133,500)
Receipt from sale of marketable securities 90,305
Receipt from affiliatetd entity 225,000
----------- -----------
Net cash provided (used) by investing activities 3,352,292 (5,503,595)
----------- -----------
Cash flows from financing activities
Proceeds of mortgage payable, net (3,288,818) 5,375,267
Receipt from minority interest 50 13,070
Payments on note payable (52,529) (40,830)
Distribution to minority interest (20,850) (201,250)
Purchase of treasury stock (71,169)
----------- -----------
Net cash provided (used) by financing activities (3,362,147) 5,075,088
----------- -----------
Net increase (decrease) in cash and cash equivalents 123,536 (811,762)
Cash and cash equivalents at beginning of period 298,655 1,236,202
----------- -----------
Cash and cash equivalents at end of period $ 422,191 $ 424,440
=========== ===========
</TABLE>
See notes to consolidated financial statements
5
<PAGE> 6
RESOURCE CAPITAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997
(Unaudited)
NOTE 1 BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Resource Capital
Group Inc. have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-QSB and Item 310(b) of Regulation S-B. 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 management
of Resource Capital Group Inc., all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included.
Operating results for the three and nine month periods ended September 30, 1997,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1997. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the fiscal year ended December 31, 1996.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principals of Consolidation
The consolidated financial statements of Resource Capital Group, Inc. have been
prepared in accordance with generally accepted accounting principles and reflect
the policies detailed below.
The consolidated financial statements of the Company include the accounts of
Resource Capital Group, Inc. and its seventy-five (75) percent owned
subsidiaries, 8050 Roswell Associates, LLC, (Roswell) and 419 Crossville
Associates, LLC (Crossville) and its ninety-nine (99) percent owned
subsidiaries: AGS Carriage House Associates (Carriage House), AGS Compass Pointe
Associates (Compass Pointe), Colonial Park Commons, LLC (Colonial Park), Heide
Lot, LLC (Heide Lot) and Meggan Lot, LLC (Meggan Lot) and its one hundred (100)
percent owned subsidiaries: Woodstock Office One, LLC (Woodstock) and 8046
Roswell Road, LLC (8046). Hunter Management Company owns the remaining ownership
interest in each subsidiary. On September 1, 1997 the Company acquired all of
the outstanding stock of Hunter Management Company. Where subsidiaries are
acquired or disposed of during the period the operating results are included
from the date
6
<PAGE> 7
of acquisition or the date of sale. All intercompany transactions and balances
have been eliminated in consolidation.
NOTE 3 ACQUISITION/DISPOSITION OF PROPERTIES
Acquisitions
In June, 1997 Woodstock Office One, LLC (Woodstock) was formed and capitalized
with a $600,000 cash contribution, which was funded by the Company for a one
hundred percent interest. Woodstock acquired an 11,250 square foot office
building located in Woodstock, Cherokee County, Georgia for $600,000.
In June, 1997 the Company acquired a one hundred percent interest in 8046
Roswell Road, LLC (8046) from Hunter Management Company for $323,000 in cash and
assumption of the first mortgage on the property in the approximate amount of
$477,000. 8046 owns an 8,000 square foot office building located in Atlanta,
Fulton County, Georgia. The $477,000 mortgage requires monthly payments of
$4,866 applied first to interest at 7.0% with the balance to reduction of
principal. Interest adjusts to 8.00% from June 1, 1998 to May 31, 2002 and
thereafter the interest is computed as 3.00 basis points over the average yield
on US Treasury Securities as defined. The mortgage has been guaranteed by the
Company.
On September 1, 1997 the Company acquired all of the outstanding shares of
Hunter Management Company (Hunter) in exchange for 10,000 shares of its Common
Stock in a transaction accounted for as a purchase. Hunter manages properties
owned by the Company and its investees and owns the minority interest in seven
of the Company's subsidiaries. The net book value of the assets acquired and
liabilities assumed (which is not materially different from its fair value) is
summarized as follows:
<TABLE>
<S> <C>
Cash $ 3,014
Accounts Receivable 20,676
Investment in LLC's 104,196
Other Assets 15,634
--------
Total 143,520
Liabilities assumed 14,836
--------
Value assigned to
10,000 common shares to
be issued $128,684
========
</TABLE>
Disposition
On May 15, 1997 Carriage House and Compass Pointe Apartments were sold to an
unrelated group of individuals from Monroe, Louisiana. The sales price for the
two properties totaled $4,866,684. The purchaser acquired the properties subject
to the first mortgage on
7
<PAGE> 8
each property which totaled $3,704,658. The Company realized approximately
$1,100,000 in cash from the sale and recognized a gain in the amount of
$525,779.
The operating results of these acquisitions and dispositions are included in the
Company's consolidated statement of operations from the date of acquisition or
disposition. The following unaudited proforma data reflects the Company's
results of operations as if these acquisitions/dispositions occurred at the
beginning of each period.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended Ended
September 30, September 30,
------------------------- -------------------------
1997 1996 1997 1996
----------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
Total Revenue $ 320,288 $ 400,777 $ 969,705 $ 694,983
=========== =========== =========== =========
Net Income $ 12,343 $ 8,515 $ 8,660 $ (17,219)
=========== =========== =========== =========
Net income(loss)
per share $ .03 $ .02 $ .02 $ (.04)
=========== =========== =========== =========
</TABLE>
In September, 1997 the Company entered into a contract to purchase an office
building for $1,250,000. This property is located at 920 Holcomb Bridge Road in
Roswell, Fulton County, Georgia and consists of a 14,500 square foot office
building. As of September 30, 1997 a $50,000 deposit has been escrowed by the
Company pending the closing of this transaction.
NOTE 4 STOCK WARRANTS OUTSTANDING
In 1997 the Company granted stock warrants to the outside directors as a group
equal to 2% of the capitalization of the Company or 8,230 shares. The warrants
provide that the shares can be acquired by the directors for $1.00 per share at
any time thru July 31, 2001. As a result, the Company recognized compensation
expense of $24,690 in the financial statements for the period ended March 31,
1997.
NOTE 5 EARNINGS PER SHARE
Net earning per share of Common Stock is computed by dividing net earnings by
the weighted average number of shares outstanding. The dilutive effect of stock
warrants is not significant and is therefore excluded from the calculation.
8
<PAGE> 9
NOTE 6 NEW ACCOUNTING PRONOUNCEMENTS
In February 1997, Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings per Share", was issued which the Company is required to adopt by the
end of fiscal 1997. At that time, the Company will be required to change the
method currently used to compute earnings per share and to restate all prior
interim and annual periods. The impact of the provisions of SFAS No. 128 on the
calculation of Basic and Diluted earnings per share is not expected to be
material.
In February 1997, the FASB issued SFAS No. 129," Disclosure of Information about
Capital Structure." SFAS No. 129 consolidates existing reporting standards for
disclosing information about an entity's capital structure. SFAS No. 129 must
be adopted for financial statements for periods ending after December 15, 1997.
The impact on the Company of adopting SFAS No. 129 is not expected to be
material.
In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive Income."
SFAS No. 130 establishes standards for reporting and display of comprehensive
income and its components in a full set of general-purpose financial statements.
SFAS No. 130 is effective for fiscal years beginning after December 15, 1997.
The impact on the Company of adopting SFAS No. 130 is not expected to be
material to the Company's existing disclosure.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity is based primarily on its cash reserves, real estate
operating and investment income, its ability to obtain mortgage financing, plus
the interest income and loan repayments received on its notes receivable from
AGS Partners MLP, L.P. (MLP). These funds are used to pay the Company's normal
operating expenses and fund new acquisitions. The Company's cash reserves and
current level of income are sufficient to meet the Company's current level of
operating expenses on an ongoing basis.
As of September 30, 1997, the Company had cash reserves of $422,191. For the
nine months ended September 30, 1997, the Company received $223,143 in interest
income from MLP. During the same period, advances to MLP increased by $47,000 to
help it finance major capital improvements to its Rolling Hills property. This
amount is expected to be repaid to the Company by MLP from escrows held by the
first mortgage lender and other reserves.
Occupancy levels and rental rates have increased substantially over the past 4
years on the MLP properties. The net operating income at the property levels
combined with MLP reserves continue to be sufficient to allow MLP to make full
interest payments on the notes payable to the Company. As the rental markets
have continued to recover the Company has advanced funds to MLP to make capital
improvements, replacements and upgrades to the individual apartment units,
buildings and mechanical systems. MLP plans to continue to make major capital
improvements during the balance of 1997 in an attempt to maximize the resale
values of the properties.
The ultimate realization of the Company's investment in and receivable from MLP
is dependent on the future operations and/or sale of the MLP properties. MLP has
entered into a contract for the sale of Rolling Hills Apartments for a sales
price of $7,500,000. The Company should receive approximately 2,600,000 in
proceeds from the sale, with the repayment of the $1,657,947 note receivable
from MLP and the repayment of advances to MLP. The purchaser has until December
5, 1997 to accept the property for purchase. The sale is scheduled to close on
January 5, 1998.
The operating properties of the MLP and the various other real estate
partnerships in which the Company is the general partner are financed with
non-recourse debt. The Company is not liable for the principal or interest on
the mortgages and the other assets of the partnerships are more than adequate to
satisfy other recourse liabilities. Therefore, the Company's liquidity should
not be adversely affected by these general partner obligations.
10
<PAGE> 11
The Company is the General Partner and also a Limited Partner of AGS Carriage
House Associates and AGS Compass Pointe Associates. In 1996, the Company
expanded both partnerships to raise additional capital. In this regard the
Company contributed $807,415 to these two partnerships and acquired a 94%
limited partner interest in the partnerships. Hunter Management Company
contributed $8,155 in capital and obtained a 1% limited partner interest. The
capital was utilized by the partnerships to fully reinstate the first mortgages
secured by the properties. The properties were sold on May 15, 1997 for
$4,866,684. As a result of the sale the Company realized approximately
$1,100,000 in cash from the sale and reported a gain of $525,779.
In June 1997 the Company acquired for $600,000 in cash a 100% interest in
Woodstock Office One, LLC (Woodstock) a Georgia limited liability Company which
owns an 11,250 square foot office building in Woodstock, Cherokee County,
Georgia. The Company is presently negotiating for a $570,000 first mortgage on
the property.
On June 30, 1997 the Company acquired for $323,000 in cash a 100% interest in
8046 Roswell Road, LLC (8046) a Georgia limited liability Company which owns an
8,000 square foot office building in Atlanta, Fulton, County, Georgia. The
purchase price for the 8046 property approximated $800,000 and was financed, in
part, with the assumption on the first mortgage in the amount of approximately
$477,000. The Company acquired the interest from Hunter Management Company.
Based on 1997 and future budgets and recent property valuations all the
Company's real estate investments should produce future operating cash flows and
future resale values for the Company.
RESULTS OF OPERATIONS
The Company's business plan includes continuing its transition from an asset
base consisting primarily of mortgage receivables from MLP and general and
limited partner interests in apartment buildings located throughout the country,
into small apartment properties and suburban office buildings concentrated in
Atlanta, Georgia and other fast growing metropolitan areas in the southeast.
Despite the expenses associated with this transition, for the three months ended
September 30, 1997, the Company recognized net income of $7,077 compared to a
loss of $18,534 for the corresponding period in 1996. For the nine months ended
September 30, 1997 the Company recognized net income of $187,436 compared to a
loss of $69,884 for the corresponding period in 1996. Consistent with this
transition, total revenue for the three months ended September 30, 1997 was
$293,230 versus $484,830 for the same period in 1996. This decrease in revenue
was primarily the result of the May 1997 sale of Carriage House and Compass
Pointe Apartments and the resulting decrease in rental operating income
associated with these two
11
<PAGE> 12
properties. Total revenue for the nine months ended September 30, 1997 was
$1,757,655 versus $921,668 for the same period in 1996. This increase in revenue
also was primarily the result of the May 1997 sale of Carriage and Compass and
the recognition of the $525,779 gain from sale.
As a result of this transition, expenses also declined. Total expenses for the
three months ended September 30, 1997 were $279,351 compared to $509,089 for the
same period in 1996. The decrease in expenses was primarily caused by the sale
of Carriage House and Compass Pointe Apartments in May 1997 and the resulting
decrease in rental operating expenses, interest, and depreciation expense
associated with these two properties. Total expenses for the nine months ended
September 30, 1997 were $1,458,074 compared to $1,013,532 for the same period in
1996. This increase in expenses was caused in part by the amortization of the
remaining loan costs in the amount of approximately $194,000 for the Carriage
and Compass mortgages.
General and administrative expenses for the three months ended September 30,
1997 of $126,432 increased $8,947 from the same period last year due primarily
to the acquisition of Hunter Management Company on September 1, 1997. General
and administrative expenses of $394,847 for the nine months ended September 30,
1997 increased $40,040 over the same period in 1996 due to the acquisition of
Hunter and additional office salaries.
Depreciation and amortization of $28,758 for the three months ended September
30, 1997 decreased $32,548 over the same period in 1996 due primarily to the
1997 sale of the Carriage and Compass properties. Depreciation and amortization
of $339,443 for the nine months ended September 30, 1997 increased $231,746 over
the same period in 1996 primarily due to the amortization of the remaining loan
costs in the amount of approximately $194,000 for the Carriage and Compass
mortgages.
Interest expense decreased $67,352 for the three months ended September 30, 1997
as compared to the corresponding period in 1996 due to the Carriage House and
Compass Pointe sale in May, 1997. Interest expense of $284,219 for the nine
months ended September 30, 1997 increased $71,188 over the same period in 1996
due to the May 1996 mortgage acquired on the Crossville property and the
September, 1996 mortgage acquired on the Colonial property.
12
<PAGE> 13
PART II OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits -
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None
13
<PAGE> 14
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Resource Capital Group, Inc.
(Registrant)
By: /s/Albert G. Schmerge III
-------------------------
Albert G. Schmerge III
President, CEO and
Chairman of the Board
Date: November 14, 1997
14
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 422,191
<SECURITIES> 22,954
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 4,502,784
<DEPRECIATION> 144,907
<TOTAL-ASSETS> 7,797,073
<CURRENT-LIABILITIES> 0
<BONDS> 2,422,419
0
0
<COMMON> 5,086
<OTHER-SE> 4,946,985
<TOTAL-LIABILITY-AND-EQUITY> 7,797,073
<SALES> 0
<TOTAL-REVENUES> 1,757,655
<CGS> 0
<TOTAL-COSTS> 439,565
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 284,219
<INCOME-PRETAX> 283,994
<INCOME-TAX> 96,558
<INCOME-CONTINUING> 187,436
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 187,436
<EPS-PRIMARY> .46
<EPS-DILUTED> 0
</TABLE>
