UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended June 29, 1997 Commission File Number 0-26270
INTERNATIONAL FRANCHISE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1853204
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6701 Democracy Boulevard
Suite 300
Bethesda, Maryland 20817
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (301) 897-4870
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities and 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 1, 1997 6,727,324 shares of common stock par value, $.01 per share
were outstanding.
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC.
FORM 10-QSB
QUARTERLY REPORT
For the Period Ended June 29, 1997
INDEX
Part I: FINANCIAL INFORMATION
Item 1 : Financial Statements
Condensed Consolidated Balance Sheet as of June 29, 1997 [Unaudited] 1-2
Condensed Consolidated Statements of Operations for the thirteen week
periods March 31, 1997 to June 29, 1997 and April 1, 1996 to June 30,
1996 and for the twenty-six week periods December 30, 1996 to June
29, 1997 and January 1, 1996 to June 30, 1996 [Unaudited] 3
Condensed Consolidated Statement of Stockholders' Equity for the
twenty-six week period December 30, 1996 to June 29, 1997 [Unaudited] 4
Condensed Consolidated Statements of Cash Flows for the twenty-six
week periods December 30, 1996 to June 29, 1997 and January 1, 1996
to June 30, 1996 [Unaudited] 5
Notes to Condensed Consolidated Financial Statements 6
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations 7-11
Part II: OTHER INFORMATION 12
SIGNATURES 13
o o o o o o o o o o
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 29, 1997.
<TABLE>
<CAPTION>
ASSETS:
Current Assets:
As of
December 29,
June 29, 1997 1996
<S> <C> <C>
Cash and Cash Equivalents 3,958,491 $664,123
Trade Accounts Receivable - Net 1,635,610 2,278,638
Franchisee Loans 878,511 1,008,990
Other Receivables 509,804 51,475
Inventories 937,881 865,131
Prepaid Expenses and Accrued Income 483,734 665,521
Officer Loan Receivable 145,323 125,016
Due from Related Parties [C] 2,029,201 1,839,325
----------- -----------
Total Current Assets 10,578,555 7,498,219
=========== ===========
Property and Equipment - Net 3,548,660 3,423,542
----------- -----------
Other Assets:
Deposits 324,156 637,562
Intangible Assets 1,062,884 1,107,953
Investment in Marketable Securities of Parent Company 776,145 776,145
----------- -----------
Total Other Assets 2,163,185 2,521,660
=========== ===========
Total Assets $16,290,400 $13,443,421
----------- -----------
</TABLE>
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
1
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET AS OF JUNE 29, 1997
<TABLE>
<CAPTION>
Liabilities and Stockholders' Equity:
As of
December 29,
June 29, 1997 1996
<S> <C> <C>
Current Liability:
Trade Accounts Payable 2,961,048 $3,704,523
Accrued Expenses 1,518,743 1,114,416
Other Payables and Accrued Interest 332,263 189,156
Obligations Under Capital Leases 206,912 217,691
Current Portion of Long Term Debt 299,770 321,621
Related Party Payable -- 29,785
Taxes Payable 479,860 415,771
----------- -----------
Total Current Liabilities 5,798,596 5,803,807
----------- -----------
Long Term Liabilities:
Notes Payable - Long Term 437,975 392,363
Obligations under Capital Lease 45,631 67,877
----------- -----------
Total Long Term Liabilities 483,606 460,240
----------- -----------
Minority Interest 665,332 --
Stockholders' Equity:
$.01 Par Value, Preferred Stock, 1,000,000 Shares Authorized, -- --
No Shares Issued and Outstanding
$.01 Par Value, Common Stock - 19,000,000 Shares
Authorized and 6,727,324 Shares Issued and Outstanding 67,273 67,273
Additional Paid-in-Capital 6,489,611 6,489,611
Retained Earnings 2,565,348 372,090
Cumulative Foreign Currency Translation Adjustment 220,634 250,400
----------- -----------
Total Stockholders' Equity 9,342,866 7,179,374
=========== ===========
Total Liabilities and Stockholders' Equity $16,290,400 $13,443,421
----------- -----------
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
2
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
[UNAUDITED]
</TABLE>
<TABLE>
<CAPTION>
For the Thirteen Weeks Ended For the Twenty-six Weeks Ended
March 30, 1997 April 1, December 30, January 1, 1996
to June 29, 1996 to 1996 to June 29, to
1997 June 30, 1996 1997 June 30,
1996
<S> <C> <C> <C> <C>
Revenue:
Sales by Company Owned Stores $1,030,626 $1,410,032 $1,939,351 $2,473,246
Commissary Sales 4,042,559 2,899,511 7,961,599 5,481,077
Franchise Fees 122,095 137,491 255,372 180,339
Rental Income 540,355 326,253 1,031,706 623,358
Royalty Sales 957,971 691,157 1,844,745 1,326,343
Computer Sales 291,079 185,036 569,602 342,630
Other Operating Income 69,942 13,566 146,651 22,500
------------ ------------ ------------ ------------
Total Revenue 7,054,627 5,663,046 13,749,026 10,449,493
------------ ------------ ------------ ------------
Cost of Sales
Company Owned Stores 614,543 881,819 1,176,900 1,644,672
Food and Packaging 3,445,331 2,564,852 6,834,735 4,912,687
Other Operating Expenses 1,037,487 649,182 2,048,418 1,242,439
------------ ------------ ------------ ------------
Total Cost of Sales 5,097,361 4,095,853 10,060,053 7,799,798
------------ ------------ ------------ ------------
Gross Margin 1,957,266 1,567,193 3,688,973 2,649,695
------------ ------------ ------------ ------------
Amortization/Depreciation 196,526 140,767 382,147 272,860
Gain on Sale of Fixed Assets 88,434 1,411,873 88,434 2,454,807
Administrative Expenses 1,563,246 1,552,640 2,945,671 2,727,667
------------ ------------ ------------ ------------
Operating Income/(Loss) 285,928 14,553 449,589 (77,972)
Interest Income 47,582 66,294 106,634 86,664
Interest Expense (20,906) (24,162) (50,979) (49,858)
------------ ------------ ------------ ------------
Net Interest Income 26,676 42,132 55,655 36,806
Income (Loss) from Continuing Operations
312,604 56,685 505,244 (41,166)
(Loss) from Discontinued Operations 349 -- (68,022) (400,986)
Extraordinary Income After Tax 1,756,038 -- 1,756,038 --
------------ ------------ ------------ ------------
Net Income $2,068,991 $56,685 $2,193,260 $(442,152)
Earnings/(Loss) Per Share:
Income from Continuing Operations $0.05 $0.01 $0.08 $(0.01)
Loss from Discontinued Operations $0.00 $0.00 $(0.01) $(0.06)
Extraordinary Income $0.26 -- $0.26 --
------------ ------------ ------------ ------------
Net Income (Loss) Per Share $0.31 $0.01 $0.33 $(0.07)
------------ ------------ ------------ ------------
Weighted Average Number of Shares Outstanding 6,727,324 6,727,324 6,727,324 6,727,324
------------ ------------ ------------ ------------
</TABLE>
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
3
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
[UNAUDITED]
<TABLE>
<CAPTION>
Cumulative
Foreign
Common Stock Additional Currency Total
Number of Paid-in Retained Translation Stockholders'
Shares Amount Capital Earnings Adjustments Equity
<S> <C> <C> <C> <C> <C> <C>
Balance - December 30, 1996 6,727,324 67,273 6,489,611 372,090 250,400 7,179,374
Foreign Currency Translation -- -- -- -- (29,766) (29,766)
Adjustment
Net Income for the period
December 30, 1996 to June 29, 1997 -- -- -- 2,193,258 -- 2,193,258
--------- ------ --------- --------- ------- ---------
Balance - June 29, 1997 6,727,324 $67,273 6,489,611 2,565,348 220,634 8,974,687
--------- ------ --------- --------- ------- ---------
</TABLE>
Foreign Currency Translation
The functional currency for the Company's foreign operations is the British
pound sterling. The translation from the British pound sterling into U.S.
dollars is performed for balance sheet accounts using the current exchange rate
in effect at the balance sheet date and for revenue and expense accounts using a
weighted average exchange rate during the period. The gains or losses resulting
from such translations are included in stockholders' equity. Equity transactions
are denominated in British Pound sterling have been translated into U.S. dollars
using the effective rate of exchange at date of issuance.
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
4
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
[UNAUDITED]
<TABLE>
<CAPTION>
For the Twenty-six Weeks
December 30, January 1, 1996
1996 to to
June 29, 1997 June 30, 1996
<S> <C> <C>
Net Cash - Operating Activities $663,982 $182,738
----------- -----------
Investing Activities:
Purchase of Property, Equipment and Capitalized Costs (857,886) (1,151,811)
Proceeds on Disposal of Property and Equipment 328,934 259,047
----------- -----------
Net Cash - Investing Activities (528,952) (892,764)
----------- -----------
Financing Activities:
Share of Shares in Subsidiary 3,125,062 --
New Short Term Loans 260,236 --
Repayment of Loans (157,589) --
Amortization of Long Term Debt (98,137) --
Proceeds from Sale of Common Stock -- (239,046)
----------- -----------
Net Cash - Financing Activities 3,129,572 (239,046)
----------- -----------
Effect of Exchange Rate Changes on Cash 29,766 10,845
Net [Decrease] in Cash and Cash Equivalents 3,294,368 (932,227)
Cash and Cash Equivalents - Beginning of Period 664,123 1,039,915
----------- -----------
Cash and Cash Equivalents - End of Period 3,958,491 101,688
----------- -----------
Supplemental Disclosures of Cash Flow Information:
Cash paid during the periods for:
Interest 43,610 $49,858
Taxes -- $ --
Supplemental Disclosures of Non-Cash Financing and Investing Activities:
Assignment of Consulting Agreements -- $776,145
Fixed Assets acquired under Capital leases -- $248,295
</TABLE>
The Accompanying Notes are an Integral Part of these Condensed Consolidated
Financial Statements.
5
<PAGE>
INTERNATIONAL FRANCHISE SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
[UNAUDITED]
[A] Significant Accounting Policies
Significant accounting policies of INTERNATIONAL FRANCHISE SYSTEMS,
INC. [the "Company"] are set forth in the Company's Form 10-KSB for the
year ended December 29, 1996, as filed with the Securities and Exchange
Commission.
[B] Basis of Reporting
The balance sheet as of June 29, 1997, the statements of operations for
the period December 30, 1996 to June 29, 1997, and for the period
January 1, 1996 to June 30, 1996, the statement of stockholders' equity
for the period December 30, 1996 to June 29, 1997 and the statements of
cash flows for the period December 30, 1996 to June 29, 1997 and for
the period January 1, 1996 to June 30, 1996 have been prepared by the
Company without audit. The accompanying interim condensed unaudited
financials have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions of Form 10-QSB and Regulation SB. 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 the Company, such statements include
all adjustments [consisting only of normal recurring items] which are
considered necessary for a fair presentation of the financial position
of the Company at June 29, 1997, and the results of its operations and
cash flows for the six months then ended. It is suggested that these
unaudited financial statements be read in conjunction with the
financial statements and notes contained in the Company's Form 10-KSB
for the year ended December 29, 1996.
Certain reclassifications may have been made to the 1996 financial
statements to conform to classification used in 1997.
[C] Due from Related Parties
Crescent Capital owns 4,700,000 share or approximately 70% of
International Franchise Systems, Inc. outstanding stock. The Company
has loaned funds to Crescent Capital of $1,968,855. These loans are
interest bearing and principal and interest are payable on or before
October 31, 1997.
o o o o o o o o o o
6
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Result
of Operation.
Overview
Income for the quarter was higher than the same period of the previous year due
to the opening of seven new stores in the second quarter of 1997 as compared to
three in the second quarter of 1996, an increase in same store sales year of
13%, its corresponding impact on royalties and commissary sales and higher
computer system sales. As of June 29, 1997, the Company has opened a total of
140 Domino's units. This includes 134 delivery units (9 that are Company owned)
and 6 units that are "call and collect".
In a move to strengthen IFS's investment value and future growth potential, in
June, the Company agreed to sell up to a 20% interest in its Domino's subsidiary
for approximately $4.5 million to prominent British businessman Nigel Wray. IFS
will use the proceeds from the sale to finance a new commissary and distribution
center to support continuing rapid growth of Domino's U.K. The Company recorded
$3,125,000 in gross proceeds from the sale of a 15% share and a net profit after
expenses and taxes of $1,756,038. Mr. Wray holds an option to acquire an
additional 5% for another $1.5 million.
In September 1996, the Company sold one Haagen Dazs parlour back to the Master
Franchisor in the UK. The Company is attempting to divest the two other Haagen
Dazs units. The ice cream business is influenced by cold weather and the Company
experienced losses from these 2 units during the first quarter 1997. The margins
improved in the second quarter as the weather improved.
The Company opened a sit down restaurant, Pizzazz, in December 1995, to further
increase awareness of the Domino's brand. The restaurant was closed in June 1996
after the Company determined that the success of the concept would require too
much management attention to be redirected from the Company's primary business.
Accordingly, the Company reported the losses from Pizzazz as a loss from
discontinued operations in the 1996 financial statements. The Company has
subleased the property commencing April 1997 and terminating December 2010.
Since April, the income is reflected as rental income.
7
<PAGE>
Results of Operations
For the Twenty-six Weeks Ended
Income Statement Data June 29, 1997 June 30, 1996
Revenues: (%) (%)
Sales by Company Owned Stores 14.1 23.7
Commissary Sales 57.9 52.5
Franchise Fees 1.9 1.7
Rental Income 7.5 6.0
Royalty Sales 13.4 12.6
Computer Sales 4.1 3.3
Other Operating Income 1.1 0.2
----- -----
Total Revenues 100.0 100.0
Cost of Sales:
Company Owned Stores (2) 60.7 66.5
Commissary Sales (2) 87.4 89.6
Other Cost of Goods (2) 53.2 50.0
----- -----
Total Cost of Sales 73.2 74.6
Gross Margin 26.8 25.4
Administrative 21.4 26.1
Amortization 0.4 0.3
Depreciation 2.4 2.3
Sale of Fixed Assets (0.6) (0.5)
----- -----
Operating Income 2.8 (0.7)
Other Income 0.4 0.4
Continuing Operations 3.2 (0.4)
Discontinued Operations - (Loss) (0.5) (3.8)
----- -----
Income/(Loss) before Extraordinary Income
2.7 (4.2)
===== =====
Notes:
(1) as a percentage of respective revenue
(2) as a percentage of total revenue
Comparison of the Thirteen Week Period March 30, 1997 to June 29, 1997 and April
1, 1996 to June 30, 1996.
Revenue
Total revenue for the period ended June 29, 1997 was $7,054,627, an increase of
24.6% against the same period of 1996. The main constituents of this increase
arose from royalty income which increased by $266,814, commissary sales which
increased by $1,143,048, rental and other income which increased by $214,102 and
computer sales which increased by $106,043. Sales at Company owned stores
decreased by $379,406.
8
<PAGE>
For the period ended June 29, 1997, system wide sales totalled $17.5 million
versus $12.6 million in the second quarter of 1996. This represents a 39%
improvement from the previous year. This increase in system-wide sales is the
primary reason for the increase in royalty income and commissary sales.
The decrease in comparative sales at Company owned stores resulted primarily
from one less Haagen Dazs unit in operation and the operating of more corporate
stores under the dealer development program than the previous year. Other income
increased as a result of the subleasing of the property formerly occupied by the
Company's Pizzazz restaurant.
Cost and Expenses
The Company experienced an increase in cost of sales against the same period in
1996 from approximately $4,095,853 to $5,097,361, an increase of 24.5%. The cost
of sales as a percentage of commissary sales decreased by 3.2% from the same
period of the previous year because of better controls to ensure that Commissary
pricing was adjusted for raw material price fluctuations, and lower distribution
cost per delivery. The cost of sales as a percentage of Company owned store
sales decreased from 62.5% in the same period in 1996 to 59.6% in 1997.
Income
Operating income of $285,928 was achieved in the period against operating income
of $14,553 in the comparable period in 1996. This increase in profitability
resulted from an increase in sales and lower expenses. The extraordinary income
of $17,752,038 was attributed to the sale by IFS of 15% of the UK subsidiary.
Comparison of the Twenty-six Week Period December 30, 1996 to June 29, 1997 and
January 1, 1996 to June 30, 1996.
Revenue
Total revenue for the twenty-six week period ended June 29, 1997 was
$13,749,026, an increase of 31.6% against the same period of 1996. The main
constituents of this increase were royalty income, which increased by $518,402,
commissary sales, which increased by $2,480,522, rental and other income which
increased by $532,499 and computer sales which increased by $226,972. Sales at
Company owned stores decreased by $533,895.
For the period ended June 29, 1997, system wide sales totalled $33.5 million
versus $24.1 million in the same twenty-six week period of 1996. This represents
a 39% improvement from the previous year. This increase in system-wide sales is
the primary reason for the increase in royalty income and commissary sales.
The decrease in comparative sales at Company owned stores resulted primarily
from one less Haagen Dazs unit and the operating of more corporate stores under
the dealer development program than the previous year. Other income increase as
the result of the subleasing of the property formerly occupied by the Company's
Pizzazz restaurant.
Cost and Expenses
The Company experienced an increase in cost of sales against the same period in
1996 from approximately $7,799,798 to $10,060,053, a increase of 29.0%. Cost of
sales went up due to increased sales, but margins increased due to better price
controls. The cost of sales as a percentage of commissary sales decreased by
2.2%
9
<PAGE>
from the same period of the previous year because of better controls to ensure
that Commissary pricing was adjusted for raw material price fluctuations, and
lower distribution cost per delivery. The cost of sales as a percentage of
Company owned stores sales decreased from 66.5% in the same period in 1996 to
60.7% in 1997.
Income
Operating income of $505,244 was achieved in the period against operating income
of $41,166 in the comparable period in 1996. This increase in profitability
resulted from an increase in sales and higher margins. The loss on discontinued
operations is attributed to the sit down restaurant, Pizzazz, which was
operating in the first five months of 1996. The loss of $400,986 in 1996
compares to the loss of $68,022 in 1997.
Liquidity and Capital Resources
At June 29, 1997, the Company's working capital of $4.4 million compared to $2.6
million at June 30, 1996, and $1.7 million at December 30, 1996. The Company's
trade receivable has decreased by $423,387 from the same period of the prior
year. The Company's receivable from related parties decreased by $408,373and
inventories and other receivable have increased by $434,983. Total current
liabilities have increased by $1,044,928 from the same period of the pervious
year. The principle increase in current liabilities is related almost entirely
to the accrual for expenses and taxes related to the sale of shares in the
subsidiary. The Company believes that its working capital will be sufficient to
satisfy its obligations over the next twelve months.
The Company has started to negotiate on the purchase of land and the
construction of a new commissary and headquarters building. The existing
Commissary will adequately service the dough production needs of existing and
projected new franchisees for the next twelve months. The Company has a
tentative commitment from National Westminster Bank to provide financing for 70%
of the total estimated cost of $4 million for the new facility. The Company does
not believe that projected cash flow will be able to support the development of
new corporate stores and the remaining 30% of the costs of the
land/construction. The Company is exploring different ways to finance this
project.
The Company anticipates it will spend $500,000 to open additional corporate
stores and acquire commissary equipment in 1997. The Company is not obligated to
open any additional Company owned stores through the end of 1997 under the
Master Franchise Agreement. If the Company's plans change or its assumptions or
estimates prove to be inaccurate, the Company may require additional funds to
achieve increased sales. If such funds are unavailable, the Company will have to
reduce its operations to a level consistent with its available funding.
The Company does not anticipate that the loan to Crescent Capital will be repaid
before October 1997.
Exchange Rate
The weighted exchange rate for the thirteen weeks ended June 29, 1997 ($1.6370
per British pound sterling) was approximately 7% higher than the exchange rate
during the comparable period in 1996 ($1.5283 per British pound sterling). This
difference has the effect of improving the Company's results by approximately 7%
when expressed in U.S. dollars.
Inflation
The primary inflationary factor affecting the Company's operations is the cost
of food. As the cost of food has increased, the Company has historically been
able to offset these increases through economies of scale and
10
<PAGE>
improved operating procedures, although there is no assurance that such offsets
will continue. To date, inflation has not had a material effect on the Company's
operations.
11
<PAGE>
Part II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is not a party to any litigation or
governmental proceedings that management believes
would result in judgements or fines that would have a
material adverse effect on the Company.
Item 2. Changes in Securities
Not Applicable.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Other Information
Not Applicable.
Item 5. Exhibits
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
12
<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.
INTERNATIONAL FRANCHISE SYSTEMS, INC.
Date: August 5, 1997 By: /s/ H Michael Bush
H Michael Bush, President
(Principal Executive Officer and
Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-04-1998
<PERIOD-START> MAR-31-1997
<PERIOD-END> JUN-29-1997
<CASH> 3,958,491
<SECURITIES> 0
<RECEIVABLES> 1,635,610
<ALLOWANCES> 0
<INVENTORY> 937,881
<CURRENT-ASSETS> 10,578,555
<PP&E> 3,548,660
<DEPRECIATION> 0
<TOTAL-ASSETS> 16,290,400
<CURRENT-LIABILITIES> 5,798,596
<BONDS> 0
<COMMON> 67,273
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16,290,400
<SALES> 4,042,559
<TOTAL-REVENUES> 7,054,627
<CGS> 5,097,361
<TOTAL-COSTS> 5,097,361
<OTHER-EXPENSES> 1,563,246
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (20,906)
<INCOME-PRETAX> 312,604
<INCOME-TAX> 0
<INCOME-CONTINUING> 312,604
<DISCONTINUED> 349
<EXTRAORDINARY> 1,756,038
<CHANGES> 0
<NET-INCOME> 2,068,991
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.31
</TABLE>
