<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For Quarterly Period and Nine Months Ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Commission File Number: 0-24604
TIVOLI INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specifies in its charter)
California 95-2786709
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1513 East St. Gertrude Place, Santa Ana, California 92705
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
(714) 957-6101
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (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_____
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding at June 30, 1996
----- ----------------------------
Common stock, $.001 par value 3,857,705
Class A Warrants to purchase Common Stock 1,362,150
Class B Warrants to purchase Common Stock 1,362,150
1.
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TIVOLI INDUSTRIES, INC.
INDEX
<TABLE>
<S> <C>
PART I - FINANCIAL INFORMATION Page No.
Item 1. Financial Statements (Unaudited):
Balance Sheet June 30, 1996...................................... 3
Statements of Operations
Three Months Ended June 30, 1996 and 1995......................... 5
Statements of Operations
Nine Months Ended June 30, 1996 and 1995.......................... 6
Statement of Cash Flows
Nine Months Ended June 30, 1996 and 1995.......................... 7
Notes to Financial Statements..................................... 8
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations..................... 10
<CAPTION>
PART II - OTHER INFORMATION
Item 1 Legal Proceedings................................................. 14
Item 2. Changes in Securities............................................. 14
Item 3. Defaults upon Senior Securities................................... 14
Item 4. Submissions of matters to a Vote of Security holders.............. 14
Item 5. Other Information................................................. 14
Item 6. Exhibits and Reports on Form 8-K.................................. 14
Signatures........................................................................ 15
</TABLE>
2.
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
TIVOLI INDUSTRIES, INC.
BALANCE SHEET
(UNAUDITED)
JUNE 30, 1996
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current Assets
Cash and cash equivalents $ 1,724,685
Accounts receivable, less allowance for
doubtful accounts of $ 10,558 1,080,808
Inventories 987,875
Prepaid expenses and other 564,901
-----------
Total current assets 4,358,269
-----------
Property and equipment
Machinery and equipment 278,734
Furniture and fixtures 303,056
Tooling 230,495
-----------
812,285
Less accumulated depreciation (533,425)
-----------
Net property and equipment 278,860
-----------
Intangibles, net of accumulated amortization
of $154,861 (Note 2) 835,390
-----------
Deposits and other 27,586
-----------
$ 5,500,105
===========
</TABLE>
See accompanying notes to financial statements
3.
<PAGE>
TIVOLI INDUSTRIES, INC.
BALANCE SHEET
(UNAUDITED)
JUNE 30, 1996
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<S> <C>
Current liabilities:
Accounts payable $ 864,050
Accrued expenses and other current liabilities 53,756
Notes payable to bank (Note 3) 694,702
-----------
Total current liabilities 1,612,508
-----------
Deferred income taxes (Note 4) 10,153
-----------
Stockholders' equity (Note 5):
Preferred stock, $.001 par value; 1,000,000 ---
shares authorized, none outstanding
Common stock, $.001 par value; 10,000,000
shares authorized, 3,857,705 shares
outstanding 3,858
Additional paid-in capital 4,352,761
Accumulated deficit (479,175)
-----------
Total stockholders' equity 3,877,444
-----------
$ 5,500,105
===========
</TABLE>
See accompanying notes to financial statements
4.
<PAGE>
TIVOLI INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30
----------------------------------
1996 1995
------------- -------------
<S> <C> <C>
Net sales $1,646,232 $1,115,554
Cost of Sales 942,858 649,004
---------- ----------
Gross profit 703,374 466,550
Selling, general and administrative
expenses 685,276 515,008
---------- ----------
Income (loss) from operations before interest
and benefit for income taxes 18,098 (48,457)
Gain on discount of note payable to
bank (Note 3) -0- -0-
Interest (Income) Expense - Bank 3,063 (32,344)
---------- ----------
Income before benefit for income taxes 15,035 (16,113)
Benefit for income taxes (Note 4) -0- (800)
---------- ----------
Net income (loss) $ 15,035 $ (15,313)
========== ==========
Net income (loss) per share (Note 6) $ 0.00 $ 0.00
========== ==========
Weighted average shares outstanding
(Note 6) 3,857,705 3,920,721
========== ==========
</TABLE>
See accompanying notes to financial statements
5.
<PAGE>
TIVOLI INDUSTRIES, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended June 30
----------------------------------
1996 1995
------------- -------------
<S> <C> <C>
Net sales $ 4,553,278 $ 3,170,486
Cost of Sales 2,606,854 1,837,988
------------ ------------
Gross profit 1,946,424 1,332,498
Selling, general and administrative
expenses 1,868,004 1,376,109
------------ ------------
Income (loss) from operations before interest
and benefit for income taxes 78,421 (43,611)
Gain on discount of note payable to
bank (Note 3) -0- (25,800)
Interest (Income) - Bank (12,264) (70,622)
------------ ------------
Income before benefit for income taxes 90,685 52,811
Benefit for income taxes (Note 4) (2,200) (3,700)
------------ ------------
Net income $ 92,885 $ 56,511
============= =============
Net income per share (Note 6) $ 0.02 $ 0.01
============= =============
Weighted average shares outstanding
(Note 6) 3,857,705 3,907,437
============= =============
</TABLE>
See accompanying notes to financial statements
6.
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TIVOLI INDUSTRIES, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended June 30
-------------------------------
1996 1995
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 92,885 $ 56,511
Adjustments to reconcile net income
to net cash used in operating activities:
Depreciation and amortization 168,215 176,302
Deferred income taxes (3,000) (3,700)
Changes in operating assets and liabilities:
Accounts receivable, net (124,468) 65,012
Inventories (58,707) (364,719)
Prepaid expenses and other (168,507) (436,082)
Accounts payable 14,487 (105,257)
Accrued expenses and other
current liabilities (6,449) (53,407)
----------- ----------
Net cash (used in) operating activities: (85,544) (665,340)
----------- ----------
Cash flows from investing activities:
Deposits and other (248) 4,770
Capital expenditures (167,628) (98,947)
Patent expenditures (135,770) (34,399)
----------- ----------
Net cash (used in) investing activities (303,646) (128,576)
----------- ----------
Cash flows from financing activities:
Net borrowings under line of credit and
notes payable to bank (Note 3) 142,096 (28,217)
Capital contributions (Note 5) - 413,847
Payment of notes payable
to related party - (30,000)
----------- ----------
Net cash provided by financing activities 142,096 355,630
----------- ----------
Net decrease in cash and cash equivalents (247,094) (438,287)
----------- ----------
Cash and equivalents, beginning of period 1,971,779 2,731,691
----------- ----------
Cash and equivalents, end of period $ 1,724,685 $2,293,404
=========== ==========
</TABLE>
See accompanying notes to financial statements
7.
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TIVOLI INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
1. The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information pursuant to the rules and regulations of the
Securities and Exchange Commission. Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles for complete financial statement presentation.
The Company, in its opinion, has included all adjustments (consisting only
of normal recurring accruals) necessary for a fair presentation of the
results of operations for the quarters and nine months ended June 30, 1996
and 1995. The financial statements and notes thereto should be read in
conjunction with the audited financial statements and notes for the fiscal
year ended September 30, 1995.
2. INTANGIBLES
Intangibles net at June 30, 1996 consist of:
<TABLE>
<CAPTION>
<S> <C>
Goodwill $551,392
Patents 283,998
--------
$835,390
========
</TABLE>
3. NOTES PAYABLE TO BANK
Notes payable to Bank at June 30, 1996 consist of:
<TABLE>
<CAPTION>
<S> <C>
Line of Credit (see below) $667,500
Note Collateralized by a Truck & a Forklift 27,202
--------
$694,702
========
</TABLE>
On July 20, 1995, the Company refinanced its existing line of credit
agreement with a new lender, the Union Bank, Laguna Hills, California. The
agreement contains interest at the bank's prime rate (8.25% at June 30,
1996) plus 1% per annum and an expiration date of February 28, 1997. The
terms of the agreement provide for borrowings of up to the lesser of
$750,000 or the aggregate of 80% of eligible accounts receivable plus 50%
of eligible inventory up to $300,000. This arrangement is secured by
substantially all of the Company's assets. The agreement contains certain
restrictive covenants which require the Company to maintain certain
financial ratios, among other restrictions. The agreement also contains a
"termination without cause" provision which states that either party may
terminate the agreement upon 60 days prior written notice. As a result,
the obligation is reflected as a current liability in the accompanying
balance sheet at June 30, 1996. At June 30, 1996, the Company had
approximately $82,500 available under this line of credit.
8
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TIVOLI INDUSTRIES, INC.
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
4. INCOME TAXES
Effective October 1, 1992, the Company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (Statement
109). Under Statement 109, the asset and liability method is used and
deferred tax assets and liabilities are determined based on differences
between financial reporting and tax bases, and are measured using the
enacted tax rates and laws that will be in effect when temporary
differences are expected to reverse.
In connection with the acquisition of the Company in July 1991, the Company
recorded a deferred tax liability of $43,000 for the step-up in bases of
certain property, equipment and patents for financial reporting purposes:
the tax bases of the assets acquired and liabilities assumed carryover to
the acquirer due to the tax-free nature of the acquisition.
5. COMMON STOCK
On October 17, 1994 warrants for 8,571 shares were exercised at $0.01 per
share which resulted in net proceeds to the Company of $86.
On October 21, 1994, the underwriters exercised their over-allotment option
under the underwriting agreement which resulted in the Company issuing an
additional 137,150 units at a price of $3.50. The net proceeds to the
Company amounted to $417,622. Offering costs of $3,861 were included as a
reduction of paid in capital.
6. NET INCOME PER SHARE
Net income per share of common stock is computed using the weighted average
number of shares outstanding for the quarters presented. Common stock
equivalents have been excluded from the net income per share computation
because the impact would not be significant.
9
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TIVOLI INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following discussions contains forward-looking statements that involve risks
and uncertainties. The Company's actual results could differ materially from
those discussed here. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed in this section, as
well as in the Company's Form 10-KSB for the fiscal year ended September 30,
1995.
HISTORICAL OVERVIEW
TIVOLI Industries, Inc. (the "Company") designs, develops, manufactures,
markets and sells specialty lighting and related products for use primarily in
architectural applications where efficient and economical light sources are
required, as in movie theaters, night clubs and restaurants, and where
decorative effect is desired, as in casinos, theme parks, night clubs, theater
lobbies and specialty retail stores. In addition, the Company also markets an
expanded line of products for the general commercial construction applications
when decorative and accent lighting products are specified.
The Company introduced "tube lighting" (a series of low voltage miniature
lamps inserted into a plastic tube) for commercial application more than 25
years ago, and has been an innovator in low voltage miniature lighting.
In July 1991, the Company was acquired by its present management. For four
years prior to this acquisition, sales had been declining and the Company's
market share had eroded precipitously. The new management immediately initiated
a strategy to increase marketing and distribution efforts, market existing
products in additional markets and applications, and expand the Company's
product offerings through product line acquisitions, marketing alliances and
internal product development.
The Company's product lines have been expanded to include linear lighting
systems, accent and task lighting, high performance linear systems, decorative
chandeliers, specialized aircraft, marine and vehicular lighting, customized
lighting ceiling panels, electronic transformers and long life, low voltage
lamps. The Company currently holds nine U.S. patents on technical features and
three U.S. patents on design features. As a result of an international joint
venture and reciprocal license agreement announced in November of 1994 with
Targetti Sankey SPA ("Targetti") of Florence, Italy, the Company has introduced
five complete Targetti product families to its U.S. distribution channels.
These product families are a truss support system, a family of low-voltage
performance track fixtures, an open frame lighting system, an open grid lighting
system and a range of stained glass illuminated skylight type fixtures. During
the third quarter of the current fiscal year, the Company announced the
introduction of ten more product families from the Targetti venture that were
modified for the U.S. market. These new families include recessed downlights,
projectors, indirect and pendant units, wall sconces and decorative glass accent
fixtures. The Company's products are sold through approximately 60 independent
marketing representatives in the United States, and directly by the Company to
approximately 4,000 established accounts, of which about 500 are active at any
one time. As a result of the Joint Venture with Targetti, the Company now has
an additional 23 international representatives responsible for both Targetti and
Tivoli products.
10
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TIVOLI INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED).
From the acquisition in 1991 forward, sales have trended upward with sales
of $2,529,053 in fiscal 1992, $2,974,819 in fiscal 1993, $3,544,553 in fiscal
1994, $4,518,502 in fiscal 1995 and $4,553,278 in the nine months of fiscal
1996.
It is management's belief that the changes in the Company's operations and
marketing strategies that were initiated in fiscal 1992, continued through the
initial public offering in 1994, and subsequently expanded with use of IPO
proceeds, have contributed significantly to the Company's improved sales and
have provided a base upon which the Company will continue to grow.
CURRENT OVERVIEW
Results of Operations - Three Months Ended June 30, 1996 as Compared to Three
- -----------------------------------------------------------------------------
Months Ended June 30, 1995.
- ---------------------------
Net sales of $1,646,232 for the third quarter of fiscal year 1996 were
47.6% higher than net sales of $1,115,554 in the same period of the prior year.
This increase was primarily due to market penetration programs and the sales of
new and expanded product lines including Targetti and cove lighting products.
The gross profit margin for the third quarter of the fiscal year 1996 was 42.7%
of net sales as compared to 41.8% of net sales for the same period of the prior
year. This increase was primarily due to the improved utilization of direct
labor and manufacturing support functions.
Selling, general and administrative expenses for the third quarter of
fiscal 1996 were $685,276 as compared to $515,008 in the same quarter of the
prior year. As a percentage of net sales, selling, general and administrative
expenses for the third quarter of fiscal 1996 decreased to 41.6% as compared to
46.2% in the same quarter of the prior year. Management believes that these
expenditures contributed to the increase in sales and margins and represent the
Company's continued commitment to marketing and sales programs such as trade
shows, marketing literature, new product activities and agency effectiveness.
Management further believes that the investment expenses associated with new
products precedes any significant contribution of revenues and earnings by as
much as six months to one year due to the specification and approval cycle of
the industry.
Operating profits for the third quarter of fiscal 1996 improved to $18,098
as compared to a loss of ($48,457) in the same quarter of the prior year.
Net interest expense for the third quarter of fiscal year 1996 was $3,063
and consisted of interest expense on the bank loan of $16,119 less interest
income of $13,056 on the investment of the proceeds of IPO funds. Interest
income in the third quarter of fiscal year 1995 was $32,344 and was derived from
the investment of the IPO funds. The bank load was being re-negotiated with the
FDIC during this period and no interest expense was being charged by the bank.
In the fourth quarter of fiscal year 1995 a year end audit adjustment required
that "imputed" interest be recorded for this period and that the interest
forgiven be recorded as an "extraordinary item." See notes 2 and 3 on the
fiscal year 1995 10-KSB Financial Statements.
11
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TIVOLI INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED).
As a result of the factors mentioned above, the profit before tax for the
third quarter of fiscal year 1996 improved to $15,035 as compared to a loss of
($15,313) in the same period of the prior year.
Results of Operations - Nine Months Ended June 30, 1996 as Compared to Nine
- ---------------------------------------------------------------------------
Months Ended June 30, 1995.
- ---------------------------
Net sales of $4,553,278 for the first nine months of fiscal year 1996 were
43.6% higher than net sales of $3,170,486 in the same period of the prior year.
The gross profit margin for the first nine months of the fiscal year 1996 was
42.7% of net sales and was slightly ahead of the gross profit margin of 42.0% of
sales in the same period of the prior year.
Selling, general and administrative expenses for the first nine months of
fiscal 1996 were $1,868,004 as compared to $1,376,109 for the same period in the
prior year. As a percentage of sales, these expenses decreased to 41.0% for the
nine months of fiscal 1996 as compared to 43.4% for the same period in the prior
year. As indicated in the above section: Results of Operations - Three Months
ended June 30, 1996, management believes that these expenditures contributed to
the increase in sales and margins and represent the Company's continuing
commitment to invest in marketing, new product programs and agency
effectiveness.
Operating profits for the third quarter improved to $78,421 for the nine
months of fiscal 1996 as compared to a loss of ($43,611) in the same period of
the prior year.
Net interest income for the third quarter of fiscal year 1996 was $12,264
and consisted of interest income of $59,358 on the investment of IPO funds less
$47,094 of interest expense on the bank loan. Net interest income for the third
quarter of fiscal year 1995 was $70,622 and consisted of interest income of
$87,975 on the investment of IPO funds less $17,353 of interest expense on the
bank loan. The bank loan was being re-negotiated with the FDIC during this
period and no interest was being charged by the bank after the first quarter of
fiscal year 1995. In the fourth quarter of fiscal year 1995, a year end audit
adjustment required that "imputed" interest be recorded for this period and that
the interest forgiven be recorded as an "extraordinary item." See notes 2 and 3
on the fiscal year 1995 10-KSB Financial Statements.
As a result of the factors mentioned above, net income for the nine months
of fiscal year 1996 improved to $92,885 as compared to $56,511 in the same
period of the prior year.
12
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TIVOLI INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (CONTINUED).
Financial Position, Capital Resources and Liquidity
- ---------------------------------------------------
The Company's primary source of cash during the fiscal nine months ended
June 30, 1996, were funds generated through operations of $261,100 ($92,885 net
income plus depreciation and amortization of $168,215) and borrowings under the
line of credit of $142,096.
Working capital decreased to $2,745,761 at June 30, 1996, as compared to
$2,791,301 at September 30, 1995.
Accounts receivable as of June 30, 1996, increased 13% to $1,080,808 from
$956,335 at September 30, 1995. The days sales outstanding in accounts
receivable declined to 60 days at June 30, 1996, as compared to 65 days at
September 30, 1995.
Inventories as of June 30, 1996, increased 6% to $987,875 as compared to
$929,168 at September 30, 1995. The number of months material costs of sales in
inventory at June 30, 1996, decreased to 4.3 months as compared to 5.1 months at
September 30, 1995. The inventory increase was related to the increased sales
volume and the materials required to support the introduction of Targetti, other
new products and product promotions.
Accounts payable as of June 30, 1996, increased to $864,050 as compared to
$849,567 at September 30, 1995. The number of days in accounts payable
increased to 63 days at June 30, 1996, as compared to 58 days as of September
30, 1995.
Capital expenditures in the nine months of fiscal year 1996 were $167,628
and were primarily for trade show displays, material handling equipment, new
product tooling and furnishings for the new Las Vegas office.
Expenditures for product patents in the nine months of fiscal year 1996
totaled $135,770.
13
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TIVOLI INDUSTRIES, INC.
PART II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
None
Item 2. CHANGES IN SECURITIES.
None
Item 3. DEFAULTS UPON SENIOR SECURITIES.
None
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None
Item 5. OTHER INFORMATION.
None
Item 6. EXHIBITS AND REPORTS ON FORM 8-K.
a) Exhibits
None
b) Reports on Form 8-K
None
14
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: August 7, 1996 TIVOLI INDUSTRIES, INC.
/S/ Terrence C. Walsh
--------------------------------------------
Terrence C. Walsh
President, Chief Executive Officer and
Director
/S/ Vincent F. Monte
--------------------------------------------
Vincent F. Monte
Director and Chief Financial Officer
(Principal Financial and Accounting Officer)
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF TIVOLI INDUSTRIES, INC. AT JUNE 30, 1996, AND THE RELATED STATEMENTS OF
OPERATIONS AND OF CASH FLOWS FOR THE NINE MONTHS ENDED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1996 SEP-30-1996
<PERIOD-START> OCT-31-1995 OCT-31-1995
<PERIOD-END> MAR-31-1996 JUN-30-1996
<CASH> 22,906 13,012
<SECURITIES> 1,806,616 1,724,683
<RECEIVABLES> 1,049,295 1,091,366
<ALLOWANCES> 13,131 10,558
<INVENTORY> 1,041,925 987,875
<CURRENT-ASSETS> 4,460,573 4,358,269
<PP&E> 691,769 812,285
<DEPRECIATION> 493,412 533,425
<TOTAL-ASSETS> 5,500,407 5,500,105
<CURRENT-LIABILITIES> 1,638,007 1,612,508
<BONDS> 0 0
0 0
0 0
<COMMON> 3,858 3,858
<OTHER-SE> 3,858,542 3,873,586
<TOTAL-LIABILITY-AND-EQUITY> 5,500,407 5,500,105
<SALES> 2,907,046 4,553,278
<TOTAL-REVENUES> 0 0
<CGS> 1,663,980 2,606,854
<TOTAL-COSTS> 1,182,741 1,868,004
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 75,652 78,421
<INCOME-TAX> (2,190) (2,200)
<INCOME-CONTINUING> 77,842 92,885
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 77,842 92,885
<EPS-PRIMARY> 0.02 0.02
<EPS-DILUTED> 0.00 0.00
</TABLE>
