-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SDFXLiFFfSOS/mdut+QaLD+i/X+85zGRFPSfoTT7TEpvOlOKMWxKHVWyF9R25/OJ LM/qrM/mrL+6Em+v/z0CEQ== 0001047469-98-020555.txt : 19980518 0001047469-98-020555.hdr.sgml : 19980518 ACCESSION NUMBER: 0001047469-98-020555 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC PROCESSING INC CENTRAL INDEX KEY: 0001027207 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 481056429 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 000-22081 FILM NUMBER: 98623192 BUSINESS ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105 BUSINESS PHONE: 9133216392 MAIL ADDRESS: STREET 1: 501 KANSAS AVENUE CITY: KANSAS CITY STATE: KS ZIP: 66105 10QSB 1 10QSB SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 1998 COMMISSION FILE NUMBER 0-22081 __________________________________________________ ELECTRONIC PROCESSING, INC. MISSOURI 48-1056429 (State or Other Jurisdiction of (IRS Employer Identification Number) Incorporation or Organization) 501 KANSAS AVENUE, KANSAS CITY, KANSAS 66105-1300 (Address of Principal Executive Office) 913-321-6392 (Issuer's Telephone Number) 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. Yes X No --- --- The number of shares outstanding of registrants common stock at April 30, 1998, was 3,487,968 shares Transitional Small Business Disclosure Format (Check one): Yes No X --- --- ELECTRONIC PROCESSING, INC. FORM 10-QSB QUARTER ENDED MARCH 31, 1998 CONTENTS PAGE ---- PART 1 - FINANCIAL INFORMATION Item 1. Financial Statements Statements of Income - Three months ended March 31, 1997 and 1998 3 Balance Sheets - December 31, 1997 and March 31, 1998 4 Statements of Cash Flows - Three months ended March 31, 1997 and 1998 6 Notes to Financial Statements - March 31, 1997 and 1998 7 Item 2. Management's Discussion and Analysis of Financial Condition and 8 Results of Operations PART II - OTHER INFORMATION Item 1. Legal Proceedings 10 Item 2. Changes in Securities 10 Item 3. Defaults Upon Senior Securities 10 Item 4. Submission of Matters to a Vote of Security Holders 10 Item 5. Other Information 10 Item 6. Exhibits and Reports on Form 8-K 10 Signatures 11 ELECTRONIC PROCESSING, INC. STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 (UNAUDITED)
1997 1998 ---------- ---------- OPERATING REVENUES $1,857,120 $2,535,796 ---------- ---------- COST OF GOODS SOLD AND DIRECT COSTS Processing costs 670,489 891,835 Depreciation and amortization 232,152 285,419 ---------- ---------- 902,641 1,177,254 ---------- ---------- GROSS PROFIT 954,479 1,358,542 ---------- ---------- OPERATING EXPENSES General and administrative 682,961 884,036 Depreciation and amortization 23,928 39,736 ---------- ---------- 706,889 923,772 ---------- ---------- INCOME FROM OPERATIONS 247,590 434,770 ---------- ---------- OTHER INCOME (EXPENSE) Interest income 11,980 21,105 Interest expense (83,154) (37,653) Other 817 325 ---------- ---------- (70,357) (16,223) ---------- ---------- NET INCOME BEFORE INCOME TAXES $177,233 418,547 PROVISION FOR INCOME TAXES Current 81,300 147,629 Deferred (11,300) 20,371 Deferred - Related to Conversion to "C" Corporation 272,900 ---------- ---------- 342,900 168,000 ---------- ---------- NET INCOME PER SHARE ($165,667) $250,547 ---------- ---------- ---------- ---------- Basic ($.06) $.07 ---------- ---------- ---------- ---------- Diluted ($.06) $.07 ---------- ---------- ---------- ---------- PRO FORMA DATA Income before income taxes 177,233 418,547 Provision for income taxes 72,100 168,000 ---------- ---------- PRO FORMA NET INCOME $105,133 $250,547 ---------- ---------- ---------- ---------- PRO FORMA EARNINGS PER SHARE Basic $.04 $.07 ---------- ---------- ---------- ---------- Diluted $.04 $.07 ---------- ---------- ---------- ---------- WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic 2,795,556 3,410,085 ---------- ---------- ---------- ---------- Diluted 2,795,556 3,600,573 ---------- ---------- ---------- ----------
SEE NOTES TO FINANCIAL STATEMENTS ELECTRONIC PROCESSING, INC. BALANCE SHEETS DECEMBER 31, 1996 AND MARCH 31, 1997 (UNAUDITED) ASSETS
December 31, 1997 March 31, 1998 ----------------- -------------- CURRENT ASSETS Cash and cash equivalents $1,835,233 1,651,757 Accounts receivable, trade, less allowance for doubtful accounts of $5,000 1,114,424 1,337,606 Prepaid expenses and other 159,845 189,403 Deferred income taxes 18,823 19,000 --------- --------- Total Current Assets 3,128,325 3,197,766 --------- --------- PROPERTY AND EQUIPMENT, At cost Furniture and fixtures 551,832 558,282 Computer equipment 5,152,228 5,636,297 Office equipment 325,429 325,429 Leasehold improvements 834,806 834,806 Transportation equipment 14,969 14,969 --------- --------- 6,879,264 7,369,783 Less accumulated depreciation 3,338,301 3,586,714 --------- --------- 3,540,963 3,783,069 --------- --------- SOFTWARE DEVELOPMENT COSTS, Net of amortization 1,397,375 1,477,844 --------- --------- INTANGIBLE ASSETS, Net of amortization Excess of cost over fair value of net assets acquired 61,486 60,983 --------- --------- OTHER ASSETS 32,819 32,590 --------- --------- $8,160,968 $8,552,252 ---------- ---------- ---------- ----------
SEE NOTES TO FINANCIAL STATEMENTS LIABILITIES AND STOCKHOLDERS' EQUITY
December 31, 1997 March 31, 1998 ----------------- --------------- CURRENT LIABILITIES Note payable - line of credit $1,000 $1,000 Current maturities of long-term debt $626,665 $690,735 Accounts payable 491,217 365,730 Accrued expenses 200,639 144,998 Income Taxes Payable 32,960 70,589 --------- ---------- Total Current Liabilities 1,352,481 1,273,052 --------- ---------- LONG-TERM DEBT 889,046 1,081,891 --------- ---------- DEFERRED INCOME TAXES 320,452 341,000 STOCKHOLDERS' EQUITY Common stock, $.01 par value; authorized 10,000,000 shares; issued and outstanding 3,400,000 shares December 31, 1997 and 3,474,068 shares March 31, 1998 34,000 34,741 Additional paid-in capital 5,202,000 5,208,032 Retained earnings (deficit) 362,989 613,536 --------- ---------- 5,598,989 5,856,309 --------- ---------- $8,160,968 $8,552,252 ---------- ---------- ---------- ----------
ELECTRONIC PROCESSING, INC. STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1998 (UNAUDITED)
1997 1998 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) (165,667) 250,547 Items not requiring (providing) cash: Deferred Income Taxes 261,600 20,371 Depreciation 191,867 248,415 Amortization of software development costs 63,710 76,237 Amortization of intangible assets 503 503 (Gain) loss on disposal of equipment (817) -------- Changes in: Accounts receivable (9,222) (223,182) Prepaid expenses and other assets 31,962 (29,329) Accounts payable and accrued expenses (260,752) (143,499) ---------- --------- Net cash provided by operating activities 113,184 200,063 ---------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of property and equipment 2,800 Purchase of property and equipment (261,616) (56,280) Expenditures for software development costs (132,856) (156,706) ---------- --------- Net cash used in investing activities (391,672) (212,986) ---------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Net borrowings (payments) under line-of-credit agreement (499,000) Principal payments under capital lease obligation (492,482) (96,234) Principal payments on long-term debt (996,126) (81,092) Principal repayment subordinated note (400,000) Dividends paid (250,000) Stock issuance costs (155,434) Exercise stock options 6,773 Proceeds stock issuance 4,938,000 ---------- --------- Net cash provided by financing activities 2,144,959 (170,553) ---------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,866,471 (183,476) CASH AND CASH EQUIVALENTS, BEGINNING PERIOD 4,882 1,835,233 ---------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $1,871,353 $1,651,757 ---------- ---------- ---------- ----------
SEE NOTES TO FINANCIAL STATEMENTS ELECTRONIC PROCESSING, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 AND MARCH 31, 1997 AND 1998 NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NATURE OF OPERATIONS Electronic Processing, Inc. (the Company) develops, markets, and licenses proprietary software products and provides support services for Chapter 7 and chapter 13 bankruptcy trustees and other users of the federal bankruptcy system. EPI serves a national client base with specialty products that facilitate the financial and administrative aspects of bankruptcy management and that are accompanied by a high level of coordinated support including network integration, post-installation support and value added services. The Company extends unsecured credit to customers throughout the United States. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. PROPERTY AND EQUIPMENT Property and equipment are depreciated on a straight-line basis over the estimated useful life of each asset as follows:
Furniture and fixtures 10 years Computer equipment 5 years Office equipment 5-10 years Transportation equipment 3-5 years
Leasehold improvements are depreciated over the shorter of the lease term or the estimated useful lives (5-10 years) of the improvements. SOFTWARE DEVELOPMENT COSTS Certain internal software development costs incurred in the creation of computer software products are capitalized once technological feasibility has been established. Prior to the completion of a detail program design, development costs are expensed. Capitalized costs are amortized based on current and future revenue for each product with an annual minimum equal to the straight-line amortization over the remaining estimated economic life of the product, not to exceed five years. INTANGIBLE ASSETS The excess of cost over fair value of net assets acquired is being amortized over 40 years. Organizational costs are being amortized over seven years. All amortization is calculated using the straight-line method. NOTE 1: NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) REVENUE RECOGNITION For the Company's Chapter 7 bankruptcy software product, monthly fees are received from a national financial institution after the product is installed and deposits are transferred based on the level of trustees= deposits with that institution. Revenues for Chapter 13 processing and noticing are recorded monthly at the completion of the services based on the trustees= month-end caseloads. All ancillary fees are recognized as the services are provided. INCOME TAXES Deferred tax liabilities and assets are recognized for the tax effects of differences between the financial statement and tax bases of assets and liabilities. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized. Prior to the Company's initial public offering (SEE NOTE 8), the Company, with the consent of its shareholders, had elected under the Internal Revenue Code to be taxed as an S corporation. In lieu of corporate income taxes, the shareholders were taxed on their proportionate shares of the Company's taxable income. CASH EQUIVALENTS The Company considers all liquid investments with original maturities of three months or less (primarily money market accounts) to be cash equivalents. INTERIM FINANCIAL STATEMENTS The balance sheet as of March 31, 1998 and the statements of income, shareholders' equity and cash flows for the three month periods ended March 31, 1997 and 1998 have been prepared by the Company without audit. In the opinion of management, all adjustments (which included only normal, recurring adjustments) necessary for fair presentation have been made. The results for these periods are not necessarily indicative of the results to be expected for the full year. YEAR 2000 Many currently installed computer systems and software products are coded to accept only two-digit entries to represent years. For example, the year "1998" would be represented by "98." These systems and products will need to be able to accept four digit entries to distinguish years beginning with 2000 from prior years. As a result, systems and products that do not accept four-digit year entries will need to be upgraded or replaced to comply with such "Year 2000" requirements. The Company believes that its currently marketed software products are Year 2000 compliant. In addition, the Company believes that its internal administrative systems are Year 2000 compliant or will be upgraded or replaced prior to the need to comply with Year 2000 requirements. The expenses associated with this project are being expensed as incurred and are not expected to be material to the Company's financial position or results of operations. NOTE 2: INITIAL PUBLIC OFFERING In February 1997, the Company completed a public offering of 1,600,000 shares of common stock (the IPO) and received net proceeds (prior to stock issuance costs) of $4,938,000. In connection with the issuance of common stock to the public, the Company changed its income tax status to a C corporation. At the time of becoming a C corporation, the Company accrued an income tax provision of $272,900 to record the deferred tax effects of temporary differences between financial statement and tax bases of assets and liabilities as follows:
Deferred tax assets: Allowance for doubtful accounts $ 1,900 Accrued compensated absences 4,200 Other 1,200 --------- 7,300 Deferred tax liabilities: Property and equipment (280,200) --------- Net deferred tax liability $(272,900) --------- ---------
Pro forma earnings information has been provided to reflect the effects of corporate income taxes on historical earnings, including the effects of permanent and temporary differences in reporting income and expenses for tax and financial reporting purposes, as if the Company had been subject to income taxes for all the periods presented, including the period in 1997 prior to the IPO. Pro forma adjustment for 1997 eleminated the initial income tax provision of $272,900. NOTE 3: ADDITIONAL CASH FLOW INFORMATION
Three Months Ended December 31, March 31 1997 1997 1998 ------------ ---- ---- (unaudited) NONCASH INVESTING AND FINANCING ACTIVITIES Capital lease obligation and notes payable incurred for equipment $1,138,134 $131,886 $434,241 ADDITIONAL CASH INFORMATION Interest paid 181,410 89,857 36,144 Income taxes paid 390,000 110,000
ITEM 11. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997 Operating revenues increased 36.5%, or $678,676, to $2,535,796 in the three-month period ended March 31, 1998, compared to $1,857,120 in the three-month period ended March 31, 1997. Approximately 80.7% of the growth in operating revenues was attributable to Chapter 7. Chapter 7 revenues increased 85.5%, or $547,693, to $1,188,585 in the three-month period ended March 31, 1998, compared to $640,892 in the three-month period ended March 31, 1997. The increase in Chapter 7 revenue was due primarily to the growth in new Chapter 7 trustee clients resulting in higher monthly fees paid to EPI. Chapter 13 revenue increased 4.4%, or $52,514, to $1,232,796 in the three-month period ended March 31, 1998 compared to $1,180,282 in the three-month period ended March 31, 1997. The relatively lower growth in Chapter 13 was primarily due to the Company's focus on converting existing Chapter 13 trustee clients to CASEPOWER and to a constant level of revenue from legal noticing by a change in service mix. Total cost of goods sold and direct costs increased 30.4%, or $274,613, to $1,177,254 in the three-month period ended March 31, 1998, compared to $902,641 in the three-month period ended March 31, 1997. Total cost of goods sold and direct costs as a percentage of operating revenues decreased to 46.4% in the three-month period ended March 31, 1998, compared to 48.6% in the three-month period ended March 31, 1997, primarily due to TCMS for Chapter 7, which has a higher gross margin, comprising a greater percentage of operating revenues in the three-month period ended March 31, 1998. Processing costs increased 33.0%, or $221,346, to $891,835 in the three-month period ended March 31, 1998, compared to $670,489 in the three-month period ended March 31, 1997. The increase in 1998 resulted principally from an increase in customer service expense to support the growth in Chapter 7 sales and support the new Chapter 13 product, CASEPOWER. Depreciation and amortization increased 22.9%, or $53,267, to $285,419 in the three-month period ended March 31, 1998, compared to $232,152 in the three-month period ended March 31, 1997, primarily due to the purchase of computer equipment for the Company's Chapter 7 product. Operating expenses increased 30.7%, or $216,883, to $923,772 in the three-month period ended March 31, 1998, compared to $706,889 in the three-month period ended March 31, 1997. Operating expenses as a percentage of operating revenues decreased to 36.4% in the three-month period ended March 31, 1998 from 38.1% in the three-month period ended March 31, 1997. The dollar increase in operating expenses was due to increases in general and administrative infrastructure necessary to support a higher level of revenues, including additional sales and marketing expenses related to growth of the Company's Chapter 7 product. Sales and marketing expenses increased 32.8%, or $70,675, to $285,857 in the three-month period ended March 31, 1998, compared to $215,183 in the three-month period ended March 31, 1997. Other income (expense), which includes interest income and interest expense, was ($16,223) in the three-month period ended March 31, 1998, compared to ($70,357) in the three-month period ended March 31, 1997. This resulted from a reduction in net interest expense due to interest income from the investment of the net proceeds from the sale of 1,600,000 shares of Common Stock in the Company's February 1997 initial public offering and the reduction in interest expense due to the debt paid with a portion of such net proceeds. In connection with the Company's initial public offering, the Company changed its income tax status to a C corporation. Pro forma earnings information for the three-month period ended March 31, 1997 reflects the effects of corporate income taxes on historical earnings as if the Company had been subject to federal taxes for that period. The Company's effective tax rates were 40.0% and 41.0% (pro forma) for the three-month periods ended March 31, 1998 and March 31, 1997, respectively. Pro forma net income increased 138.3%, or $145,414, to $250,547 in the three-month period ended March 31, 1998, compared to pro forma net income of $105,133 in the three-month period ended March 31, 1997. Pro forma net income as a percentage of operating revenues increased to 9.9% in the three-month period ended March 31, 1998 from 5.7% in the three-month period ended March 31, 1997. Liquidity and Capital Resources The Company's liquidity position is strong with total cash and cash equivalents of $1,651,757 at March 31, 1998 and working capital of $1,924,714. Net cash provided by operation activities was $113,184 and $200,063 for the three-months ended March 31, 1997, and March 31, 1998 respectively. The net cash provided by operating activities in the three-months ended March 31, 1997 consisted primarily of net income before deferred taxes of $95,933 depreciation and amortization of $256,080 offset primarily by a decrease in accounts payable accrued expense of $260,752. The increase in depreciation and amortization relates primarily to the purchase of computer equipment for the installations of the Company's Chapter 7 product. During the three-months ended March 31, 1998, net cash provided by operating activities consisted primarily of net income before deferred taxes of $270,918 plus depreciation and amortization of $325,155, offset primarily by an increase in accounts receivable of $223,182 and a decrease in accounts payable and accrued expenses of $143,499. The increase in depreciation and amortization relates primarily to the purchase of computer equipment for the installations of the Company's Chapter 7 product. The outstanding accounts receivable balance has increased primarily due to the growth of revenue. The Company has available a $500,000 operating line of credit from a financial institution as of March 31, 1998 with an interest rate of prime plus 1.0% per annum (currently 9.5%). The Company has two equipment lines of credit, one of $5000,000, with an interest rate of the bank's base lending rate plus 1.0% per annum (currently 9.5%) and another for $1,000,000, with an interest rate of the bank's base lending rate plus 0.5% per annum (currently 9.0%). The balance outstanding on the equipment lines of credit totaled $1,251,945 as of March 31, 1998. The Company invested in property and equipment totaling $393,502 and $490,521 during the three-months ended March 31, 1997, and March 31, 1998, respectively, which related principally to the installation of computer equipment for the Company's Chapter 7 product. The Company incurred expenditures for software development costs totaling $132,856 for the three-month period ended March 31, 1997, and $156,706 for the three-month period ended March 31, 1998. These amounts have been capitalized and are being amortized on a straight-line basis over a maximum five-year period. Internal software costs incurred in the creation of computer software products are capitalized as soon as technological feasibility has been established. Prior to the completion of a detailed program design, development costs are expensed. Capitalized costs are amortized based on current and future revenue for each product with an annual minimum equal to straight-line amortization over the remaining estimated economic life of the product, not to exceed five years. Additionally, the Company anticipates future software development will be at or above the spending levels of prior years. On May 1, 1998, the Company filed a registration statement with the Securities and Exchange Commission for the offering by the Company of 1,000,000 shares of Common Stock and 250,000 shares of Common Stock by certain selling shareholders. The Company will also grant to the underwriter for the offering a 45-day option to purchase up to 187,000 additional shares of Common Stock to cover over-allotments, if any. If the offering is completed, the Company intends to use approximately $2,000,000 of the proceeds thereof to pay long-term indebtedness of the Company and to use the balance of the net proceeds for general corporate purposes, which may include software development, sales and marketing expansion, capital investment for computer equipment , potential acquisitions of complementary business or investments in strategic or joint-venture relationships and working capital. The Company has no present agreements or undertakings with respect to any potential acquisitions or strategic investments. 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 The following Exhibit is filed by attachment to this Form 10-QSB:
Exhibit Number Description of Exhibit Page - -------- ---------------------- ---- 27 Financial Data Schedule 13 (b) REPORTS ON FORM 8-K: None
SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ELECTRONIC PROCESSING, INC. Date: May 15, 1998 /s/ Tom W. Olofson ----------------------------- Tom W. Olofson Chairman of the Board Chief Executive Officer (Principal Executive Officer) Director Date: May 15, 1998 /s/ Nanci R. Trutna ------------------------------- Nanci R. Trutna Vice President Finance (Principal Financial Officer) EX-27 2 EXHIBIT 27
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ELECTRONIC PROCESSING, INC. STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND BALANCE SHEET AS OF MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 1,651,757 0 1,342,606 5,000 0 3,197,766 7,369,783 3,586,714 8,552,252 1,273,052 0 0 0 35,000 5,821,568 8,552,252 2,535,796 2,557,226 1,177,254 1,177,254 923,772 0 37,653 418,547 168,000 250,547 0 0 0 250,547 .07 .07
-----END PRIVACY-ENHANCED MESSAGE-----