================================================================================
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------
Form 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
-----------------------------------
Commission File Number 1-12804
-----------------------------------
MOBILE MINI, INC.
(Exact name of small business issuer as specific in its charter)
Delaware 860748362
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1834 West 3rd Street
Tempe, Arizona 85281
(Address of principal executive offices)
(602) 894-6311
(Issuer's telephone number)
Indicate by check whether the issuer (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------- --------
As of August 13, 1996, there were outstanding 6,739,324 shares of the
issuer's common stock, par value $.01.
================================================================================
<PAGE>
MOBILE MINI, INC.
INDEX TO FORM 10-Q FILING
FOR THE QUARTER ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
NUMBER
PART I.
FINANCIAL INFORMATION
<S> <C> <C>
Item 1. Financial Statements 3
Consolidated Balance Sheets 3
June 30, 1996 (unaudited) and December 31, 1995
Consolidated Statements of Operations 4
Three Months and Six Months ended June 30, 1996 and June 30,
1995 (unaudited)
Consolidated Statements of Cash Flows 5
Six Months Ended June 30, 1996 and June 30, 1995 (unaudited)
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and 8
Results of Operations
PART II.
OTHER INFORMATION
Item 6(a) Exhibits 11
Item 6(b) Reports on Form 8-K 11
SIGNATURES 12
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOBILE MINI, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
(Unaudited)
------------------------------------------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 683,903 $ 1,430,651
Receivables, net 3,978,349 4,312,725
Inventories 6,516,131 5,193,222
Prepaid and other 813,700 718,574
----------- -----------
Total current assets 11,992,083 11,655,172
CONTAINER LEASE FLEET, net 26,748,904 26,954,936
PROPERTY, PLANT AND EQUIPMENT, net 16,387,519 15,472,164
OTHER ASSETS, net 1,872,380 259,672
----------- -----------
$57,000,886 $54,341,944
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 2,138,367 $ 4,265,147
Accrued liabilities 1,815,609 1,572,464
Current portion of long-term debt 1,085,841 737,181
Current portion of obligations under capital leases 2,361,384 2,488,205
----------- -----------
Total current liabilities 7,401,201 9,062,997
LINE OF CREDIT 18,379,313 4,099,034
LONG-TERM DEBT, less current portion 5,958,645 8,363,333
OBLIGATIONS UNDER CAPITAL LEASES, less current portion 5,802,657 12,944,653
DEFERRED INCOME TAXES 3,521,799 3,711,985
----------- -----------
Total liabilities 41,063,615 38,182,002
----------- -----------
STOCKHOLDERS' EQUITY:
Series A Convertible Preferred Stock, $.01 par
value, $100 stated value, 5,000,000 shares
authorized, 0 and 50,000 issued and outstanding
at June 30, 1996 and December 31, 1995, respectively -- 5,000,000
Common Stock, $.01 par value, 17,000,000 shares
authorized, 6,739,324 and 4,835,000 shares issued
and outstanding at June 30, 1996 and December 31,
1995, respectively 67,393 48,350
Additional paid-in capital 14,338,873 9,378,979
Retained earnings 1,531,005 1,732,613
----------- -----------
Total stockholders' equity 15,937,271 16,159,942
----------- -----------
Total liabilities and stockholders' equity $57,000,886 $54,341,944
=========== ===========
</TABLE>
See the accompanying notes to these consolidated balance sheets.
3
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30 Three Months Ended June 30
------------------------ --------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Container and modular building sales $ 10,661,443 $ 11,761,348 $ 5,745,611 $ 6,312,921
Leasing 6,342,676 5,479,847 3,171,376 2,958,523
Other 2,113,650 1,823,550 1,344,073 1,118,358
------------ ------------ ------------ ------------
19,117,769 19,064,745 10,261,060 10,389,802
COSTS AND EXPENSES:
Cost of container and modular building sales 9,045,348 9,234,318 5,119,910 4,887,333
Leasing, selling and general expenses 7,088,898 7,606,899 3,214,535 4,141,141
Depreciation and amortization 748,415 550,276 380,136 311,776
------------ ------------ ------------ ------------
Income from operations 2,235,108 1,673,252 1,546,479 1,049,552
OTHER INCOME (EXPENSE):
Interest income and other 87,061 122,404 30,855 6,963
Interest expense (1,949,408) (1,372,438) (1,001,059) (722,745)
------------ ------------ ------------ ------------
INCOME BEFORE PROVISION FOR 372,761 423,218 576,275 333,770
INCOME TAXES AND
EXTRAORDINARY ITEM
PROVISION FOR INCOME TAXES 164,015 186,216 253,561 146,859
------------ ------------ ------------ ------------
INCOME BEFORE EXTRAORDINARY
ITEM 208,746 237,002 322,714 186,911
EXTRAORDINARY ITEM (410,354) - - -
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (201,608) $ 237,002 $ 322,714 $ 186,911
EARNINGS PER COMMON STOCK AND COMMON STOCK
EQUIVALENT:
INCOME BEFORE EXTRAORDINARY
ITEM $ 0.03 $ 0.05 $ 0.05 $ 0.04
EXTRAORDINARY ITEM (0.06) - - -
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (0.03) $ 0.05 $ 0.05 $ 0.04
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON AND COMMON EQUIVALENT
SHARES OUTSTANDING 6,735,841 4,835,000 6,739,324 4,835,000
============ ============ ============ ============
</TABLE>
See the accompanying notes to these consolidated statements.
4
<PAGE>
MOBILE MINI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
-------------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before extraordinary item $ 208,746 $ 237,002
Adjustments to reconcile income to net cash used in
operating activities:
Extraordinary loss on early debt extinguishment (410,354) -
Amortization of deferred costs on credit agreement 151,407 -
Depreciation and amortization 748,415 550,276
Gain on disposal of property, plant and equipment (2,164) -
Changes in assets and liabilities:
Decrease (increase) in receivables, net 334,376 (275,574)
Increase in inventories (1,322,909) (2,933,127)
Increase in prepaids and other (95,126) (85,485)
(Decrease) increase in other assets 195,434 (58,908)
(Decrease) increase in accounts payable (2,126,774) 1,439,478
(Decrease) increase in accrued liabilities 243,145 (580,111)
(Decrease) increase in deferred income taxes (190,186) 186,216
------------ ------------
Net cash used in operating activities (2,265,990) (1,520,233)
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net sales (purchases) of container lease fleet 73,900 (1,868,505)
Net purchases of property, plant, and equipment (1,288,384) (2,243,359)
------------ ------------
Net cash used in investing activities (1,214,484) (4,111,864)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under lines of credit 14,280,279 2,083,006
Proceeds from issuance of long-term debt 6,635,069 5,060,242
Deferred costs on credit agreement (1,959,549) -
Principal payments on early debt extinguishment
related to refinancing under the credit agreement (14,090,102) -
Principal payments on long-term debt (799,445) (1,238,681)
Principal payments on capital lease obligations (1,311,457) (1,038,770)
Preferred stock offering costs (21,069) -
------------ ------------
Net cash provided by financing activities 2,733,726 4,865,797
------------ ------------
NET DECREASE IN CASH (746,748) (766,300)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF PERIOD 1,430,651 846,645
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF
PERIOD $ 683,903 $ 80,345
============ ============
</TABLE>
See the accompanying notes to these consolidated statements.
5
<PAGE>
MOBILE MINI, INC. AND SUBSIDIARIES - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE A - The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q. Accordingly, they do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the financial position, results of operations, and
cash flows for all periods presented have been made. The results of operations
for the six-month period ended June 30, 1996 are not necessarily indicative of
the operating results that may be expected for the entire year ending December
31, 1996. These financial statements should be read in conjunction with the
Company's December 31, 1995 financial statements and accompanying notes thereto.
NOTE B - Earnings (loss) per share is computed by dividing net income (loss) by
the weighted average number of common share equivalents assumed outstanding
during the periods. Fully diluted earnings per share is considered equal to
primary earnings per share in all periods presented.
NOTE C - In December 1995, the Company completed the private placement of 50,000
shares of Series A Convertible Preferred Stock ("Series A"), $.01 par value,
$100 stated value. Subject to the terms of the Series A, all 50,000 shares of
Series A were converted into 1,904,324 shares of the Company's common stock at
an average conversion rate of $2.63 per share during the first quarter of 1996.
NOTE D - On March 29, 1996, the Company entered into a credit agreement (the
"Credit Agreement") with BT Commercial Corporation, as Agent for a group of
lenders (the "Lenders"). Under the terms of the Credit Agreement, the Lenders
have provided the Company with a $35.0 million revolving line of credit and a
$6.0 million term loan. Borrowings under the Credit Agreement are secured by
substantially all of the Company's assets.
In connection with the closing of the Credit Agreement, the Company terminated
its line of credit with its former lender, repaying all indebtedness under that
line. In addition, the Company repaid other long-term debt and obligations under
capital leases totaling $14.1 million. As a result, costs previously deferred
related to certain indebtedness and prepayment penalties resulted in an
extraordinary charge to earnings of approximately $410,000 after the benefit of
income taxes.
NOTE E - Inventories are stated at the lower of cost or market, with cost being
determined under the specific identification method. Market is the lower of
replacement cost or net realizable value. Inventories consisted of the following
at:
June 30, 1996 December 31, 1995
------------- -----------------
Raw material and supplies $3,640,996 $2,858,181
Work-in-process 1,203,804 883,814
Finished containers 1,671,331 1,451,227
---------- ----------
$6,516,131 $5,193,222
========== ==========
NOTE F - Property, plant and equipment consisted of the following at:
June 30, 1996 December 31, 1995
------------- -----------------
Land $ 663,555 $ 328,555
Vehicles and equipment 10,331,584 9,469,092
Buildings and improvements 6,500,446 6,363,154
Office fixtures and equipment 1,906,504 1,714,312
------------ ------------
19,402,089 17,875,113
Less accumulated depreciation (3,014,570) (2,402,949)
------------ ------------
$ 16,387,519 $ 15,472,164
============ ============
NOTE G - On March 29, 1996, the Company purchased property adjacent to its
Maricopa facility from Mr. Richard E. Bunger, the Company's President, for a
purchase price of $335,000, which management believes reflects the fair market
value of the property. Prior to the purchase date, this property was leased from
Mr. Bunger.
6
<PAGE>
Transactions with affiliates are on terms no less favorable than could be
obtained from unaffiliated parties and are approved by a majority of the
independent and disinterested directors.
NOTE H - Revenues for the six months ended June 30, 1995 include the sale of
certain storage containers under sale/leaseback arrangements. Gains from these
transactions have been deferred and are being amortized over the life of the
related asset.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
Three Months Ended June 30, 1996 Compared to
Three Months Ended June 30, 1995
Revenues for the quarter ended June 30, 1996 were $10,261,000 which
represents a 1.2% decrease from revenues of $10,390,000 for the quarter ended
June 30, 1995. Revenues from both the sales of the Company's products and
leasing of portable storage and office units were higher, posting increases of
11.2% and 7.2% respectively, exclusive of container sales revenue recorded under
sale/leaseback transactions. In 1995, the Company's sales revenues included
approximately $1,145,000 in revenue recorded under sale/leaseback transactions
related principally to storage containers and portable office units. These
revenues were offset by equivalent cost of container sales and did not produce
gross margin. During the current year, the Company did not enter into any
sale/leaseback transactions.
Excluding the effect of sale/leaseback transactions, cost of container
and modular building sales as a percentage of container and modular building
sales for the quarter ended June 30, 1996 was 89.1% compared to 72.4% for the
same quarter in 1995. This increase is attributable to the mix of products sold,
a shortage in supply of used ISO containers which caused an increase in the cost
of these containers and led the Company to increase its sales of lower margin
manufactured new containers, and a refinement in the Company's method of
allocating certain indirect manufacturing costs.
Excluding the effect of sale/leaseback transactions, leasing, selling
and general expenses were 31.3% of total revenue in the quarter ended June 30,
1996 compared to 44.8% in the quarter ended June 30, 1995. The decrease
primarily results from continued efficiencies obtained by the Company's Texas
operations, which were in their start-up phase during 1995 in addition to the
refinement in the Company's method of allocating certain indirect manufacturing
costs.
Interest expense totalled 9.8% of revenues during the second quarter of
1996 compared to 7.0% of revenues during the quarter ended June 30, 1995. This
increase was due largely to the costs related to financing a substantial
increase in the Company's equipment and container lease fleet, increasing the
Company's average debt level by 60%. This increase was partially offset by a
decrease of nearly 2% in the Company's borrowing rate resulting from lower
interest rates under the Company's new credit facility.
Depreciation and amortization increased from 3.0% of revenues for the
quarter ended June 30, 1995 to 3.7% for the quarter ended June 30, 1996. This
increase is related primarily to the increase in size of the Company's
manufacturing facility, the increase in the Company's lease fleet and additional
equipment at the Company's locations.
The Company posted a 72.7% increase in net income to $323,000, or $.05
per share, for the quarter ended June 30, 1996, compared to net income of
$187,000, or $.04 per share, for the quarter ended June 30, 1995. The weighted
average common shares outstanding increased by 39% during the quarter ended June
30, 1996, as compared to the prior year.
Six Months Ended June 30, 1996 Compared to
Six Months Ended June 30, 1995
Revenues for the six months ended June 30, 1996 were $19,118,000 which
represents a 0.3% increase over revenues of $19,065,000 for the six months ended
June 30, 1995. Revenues from both the sales of the Company's products and
leasing of portable storage and office units were higher, both increasing 15.7%,
exclusive of container sale revenue recorded under sale/leaseback transactions.
In 1995, the Company's sales revenues included approximately $2,546,000 in
revenue recorded under sale/leaseback transactions related principally to
storage containers and portable office units. These revenues were offset by
equivalent cost of container sales and did not produce gross margin. During the
current year, the Company did not enter into any sale/leaseback transactions.
8
<PAGE>
Excluding the effect of sale/leaseback transactions, cost of container
and modular building sales as a percentage of container and modular building
sales for the six months ended June 30, 1996 was 84.8% compared to 72.6% for the
same period in 1995. This increase is attributable to the mix of products sold,
a shortage in supply of used ISO containers which caused an increase in the cost
of these containers and led the Company to increase its sales of lower margin
manufactured new containers, and a refinement in the Company's method of
allocating certain indirect manufacturing costs.
Excluding the effect of sale/leaseback transactions, leasing, selling
and general expenses were 37.1% of total revenue for the six months ended June
30, 1996 compared to 46.1% for the six months ended June 30, 1995. The decrease
primarily results from the continued efficiencies obtained by the Company's
Texas operations, which were in their start-up phase during 1995, in addition to
the refinement in the Company's method of allocating certain indirect
manufacturing costs.
Interest expense totalled 10.2% of revenues during the six months ended
June 30, 1996 compared to 7.2% of revenues during the same period ended June 30,
1995. This increase was due largely to the costs related to financing a
substantial increase in the Company's equipment and container lease fleet,
increasing the Company's average debt level by 58%. This increase was partially
offset by a decrease of nearly 2% in the Company's borrowing rate resulting from
lower interest rates under the Company's new credit facility.
Depreciation and amortization increased to 3.9% of revenues for the six
months ended June 30, 1996 from 2.9% for the six months ended June 30, 1995.
This increase is related primarily to the increase in size of the Company's
manufacturing facility, the increase in the Company's lease fleet and additional
equipment at the Company's locations.
The Company posted income before extraordinary item of $209,000, or
$.03 per share, for the six months ended June 30, 1996, compared to net income
of $237,000, or $.05 per share, for the six months ended June 30, 1995. The
weighted average common shares outstanding increased by 39% during the six
months ended June 30, 1996 as compared to the prior year.
In the first quarter of 1996, the Company prepaid certain debt and
capital leases in connection with entering into a credit agreement (see
Liquidity and Capital Resources). The Company recognized an extraordinary charge
to earnings of $410,000, or $.06 per share, net of the benefit for income taxes,
as a result of this early extinguishment of debt. The Company also incurred
costs of $1,960,000 to complete the credit agreement, which have been deferred
and are amortized over the term of the credit agreement.
LIQUIDITY AND CAPITAL RESOURCES
The Company has required increasing amounts of financing to support the
growth of its business during the last several years. This financing has been
required primarily to fund the acquisition of containers for the Company's lease
fleet and also to fund the acquisition of property, plant and equipment and to
support both the Company's container leasing and manufacturing operations. The
financing consisted primarily of capital leases or secured borrowings, equity
offerings and other borrowings.
In order to improve its cash flow, increase its borrowing availability
and fund its continued growth, on March 29, 1996, the Company entered into a
credit agreement (the "Credit Agreement") with BT Commercial Corporation, as
Agent for a group of lenders (the "Lenders"). Under the terms of the Credit
Agreement, the Lenders provided the Company with a $35.0 million revolving line
of credit and a $6.0 million term loan. Borrowings under the Credit Agreement
are secured by substantially all of the Company's assets.
Borrowings under the term loan are to be repaid over a five-year
period. Interest on the term loan is at the Company's option at either prime
plus 1.75% or the Eurodollar rate plus 3.25%. Borrowings under the term loan are
payable monthly as follows (plus interest):
Months 1 through 12 $62,500
Months 13 through 24 83,333
Months 25 through 60 118,056
Additional principal payments equal to 75% of Excess Cash Flow, as defined, are
required annually.
9
<PAGE>
Available borrowings under the revolving line of credit are based upon
the level of the Company's inventories, receivables and container lease fleet.
The container lease fleet will be appraised at least annually, and up to 90% of
the lesser of cost or appraised orderly liquidation value may be included in the
borrowing base. Interest accrues at the Company's option at either prime plus
1.5% or the Eurodollar rate plus 3% and is payable monthly or at the end of the
term of any Eurodollar borrowing. The term of this line of credit is three
years, with a one-year extension option. As of June 30, 1996, $1.8 million of
additional borrowing was available under the revolving line of credit, in
addition to the $18.4 million outstanding as of June 30, 1996. As of July 31,
1996 the additional borrowing availability remained the same at approximately
$1.8 million.
The Credit Agreement contains several covenants including a minimum
tangible net worth requirement, a minimum fixed charge coverage ratio, a maximum
ratio of debt-to-equity, minimum operating income levels and minimum required
utilization rates. In addition, the Credit Agreement contains limits on capital
expenditures, acquisitions, changes in control, the incurrence of additional
debt and the payment of dividends.
In connection with the closing of the Credit Agreement in March 1996,
the Company terminated its line of credit with its previous lender, repaying all
indebtedness under that line. In addition, the Company repaid other long-term
debt and obligations under capital leases totaling $14.1 million.
During the six months ended June 30, 1996, the Company utilized cash
flow from operations of $2,260,000. This net use of cash was attributable
primarily to a reduction in accounts payable and an increases in inventories.
This was partially offset by a decrease in receivables.
During the six months ended June 30, 1996, the Company invested
$1,214,000 in equipment and the container lease fleet. This amount is net of the
$676,000 in related sales and financing.
Cash flow from financing activities totaled $2,734,000 during the six
months ended June 30, 1996. This was the result of restructuring the Company's
long-term debt and obligations under capital leases under the Credit Agreement
described above, partially offset by the principal payments on indebtedness and
an increase in other assets associated with deferred financing costs incurred in
connection with the closing of the Credit Agreement.
The Company believes that cash flow generated from operations along
with the borrowing capacity under the Credit Agreement will be sufficient to
meet its obligations and capital needs for the next twelve months. However,
there can be no assurance that additional financing will not be required, and,
if required, will be available on terms acceptable to the Company.
The statement regarding the Company's ability to meet its obligations and
capital needs for the next twelve months is a forward looking statement.
Unanticipated events, however, including a decrease in cash flow generated from
operations or a material increase in the borrowing rates under the Credit
Agreement, could cause actual results to differ materially from anticipated
results.
EFFECTS OF INFLATION
The results of operations of the Company for the periods discussed have
not been significantly affected by inflation.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Number Description
27 Selected Financial Data
(b) Reports on Form 8-K
none
11
<PAGE>
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.
MOBILE MINI, INC.
(Registrant)
Dated: August 13, 1996 By: /s/ Larry Trachtenberg
------------------------
Larry Trachtenberg
Chief Financial Officer
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 683,903
<SECURITIES> 0
<RECEIVABLES> 4,115,758
<ALLOWANCES> 137,409
<INVENTORY> 6,516,131
<CURRENT-ASSETS> 11,992,083
<PP&E> 19,402,089
<DEPRECIATION> 3,014,570
<TOTAL-ASSETS> 57,000,886
<CURRENT-LIABILITIES> 7,401,201
<BONDS> 0
0
0
<COMMON> 67,393
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 57,000,886
<SALES> 10,661,443
<TOTAL-REVENUES> 19,117,769
<CGS> 9,045,348
<TOTAL-COSTS> 2,235,108
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,949,408
<INCOME-PRETAX> 372,761
<INCOME-TAX> 164,015
<INCOME-CONTINUING> 208,746
<DISCONTINUED> 0
<EXTRAORDINARY> 410,354
<CHANGES> 0
<NET-INCOME> (201,608)
<EPS-PRIMARY> (0.03)
<EPS-DILUTED> (0.03)
</TABLE>
