SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended November 1, 2003.
| ¨ | 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: 33-27038
JPS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 57-0868166 | |
| (State of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 555 North Pleasantburg Drive, Suite 202, Greenville, SC | 29607 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrants telephone number, including area code: (864) 239-3900
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $.01 per share, 22,000,000 shares authorized;
10,000,000 shares issued, 9,494,259 outstanding.
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 by check mark whether the registration: is an accelerated filer (as defined in Rule 12b-2 of The Exchange Act): Yes ¨ No x
Indicate by check mark if disclosure of delinquent filers, pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: ¨
As of January 16, 2004, the aggregate market value of the Registrants Common Stock held by non-affiliates, based upon the closing price of the Common Stock on January 16, 2004, as reported by the NASDAQ National Market, was approximately $24,610,362.
As of the date hereof, 10,000,000 of the registrants Common Stock $.01 par value per share were issued and 9,494,259 were outstanding.
The Registrants Definitive Proxy Statement for the Annual Meeting of Stockholders to be held on March 11, 2004 is incorporated by reference in Part III of this Form 10-K to the extent stated herein.
Table of Contents
| Item 1. |
3 | |||
| Item 2. |
8 | |||
| Item 3. |
8 | |||
| Item 4. |
9 | |||
| Item 5. |
MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS |
9 | ||
| Item 6. |
10 | |||
| Item 7. |
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 12 | ||
| Item 7A. |
18 | |||
| Item 8. |
19 | |||
| Item 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 41 | ||
| Item 9A. |
41 | |||
| Item 10. |
42 | |||
| Item 11. |
42 | |||
| Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 42 | ||
| Item 13. |
42 | |||
| Item 14. |
42 | |||
| Item 15. |
EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K |
42 | ||
| 44 | ||||
| 47 | ||||
| ITEM 1. | BUSINESS. |
General
Unless the context otherwise requires, the terms JPS and the Company as used in this Form 10-K mean JPS Industries, Inc. and JPS Industries, Inc. together with its subsidiaries, respectively.
The Company is a major U.S. manufacturer of extruded urethanes, polypropylenes and mechanically formed glass substrates for specialty industrial applications. JPS specialty industrial products are used in a wide range of applications, including: printed electronic circuit boards; advanced composite materials; aerospace components; filtration and insulation products; surf boards; construction substrates; high performance glass laminates for security and transportation applications; plasma display screens; commercial and industrial roofing systems; reservoir covers; and medical, automotive and industrial components. Headquartered in Greenville, South Carolina, the Company operates manufacturing locations in Slater, South Carolina; Westfield, North Carolina; and Easthampton, Massachusetts.
JPS is a Delaware corporation incorporated in 1986 and has been publicly held since the completion of its financial restructuring under chapter 11 of the U.S. Bankruptcy Code in October 1997. The Companys common stock is listed in the NASDAQ National Market System under the stock symbol JPST.
Business Segments
The Company currently operates in two reportable business segments (each of which constitutes a separate and distinct division)JPS Elastomerics and JPS Glass. Item 7 of this Form 10-K, Managements Discussion and Analysis of Financial Condition and Results of Operation, discloses the sales, profitability and net assets of each segment. Each division has independent administrative, manufacturing and marketing capabilities for all material aspects of their operations, including product design, technical development, customer service, purchasing and collections. JPSs corporate group is responsible for finance, strategic planning, legal, tax and regulatory affairs for its subsidiaries. Corporate costs are allocated to the divisions for segment reporting purposes. The following discussion provides general information as it relates to each division:
JPS Elastomerics
Through its JPS Elastomerics division, the Company is a market leader in the manufacturing and marketing of scrim-reinforced, heat-weldable, single-ply roofing membrane that is sold globally through a network of roofing distributors. The Company offers a polypropylene-based material, a Hypalon® (chlorosulfonated polyethylene)-based material and a PVC-based material. These products, marketed under Stevens® Roofing Systems, are sold primarily to roofing distributors and contractors who install new and retrofitted roofs for commercial, industrial and institutional construction. The Company is a major manufacturer and global marketer of polyurethane film, sheet, tubing, cord and profile for a myriad of applications in security, athletic, automotive, medical, industrial and consumer products industries.
JPS Glass
Through its JPS Glass segment, the Company manufactures and markets mechanically formed fiberglass substrates. Fiberglass substrates exhibit dimensional stability, moisture resistance, high strength, fire and chemical resistance, low dielectric properties and thermal conductivity, and as a result of these many attributes, they provide an excellent platform for the construction of printed circuit boards, substrates for exterior insulation facing systems, filtration products, surfboard substrates, composite materials for aerospace applications, and numerous other technical, industrial applications.
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The Company is a leading producer of AstroQuartz® substrates formed from quartz filaments to produce sophisticated electronic circuit boards and extremely high temperature thermal insulation for the defense and civilian aerospace industries. The Company also offers its patented AcidFlex® and UltraFlex® filtration products to industrial manufacturers.
Manufacturing
JPS Elastomerics
The Elastomerics division operates two facilities and employs approximately 255 employees. Construction products are produced from raw materials, where they are blended to proprietary specifications along with fire-retardant and UV stabilizers and then calendered.
Polyurethane products are extruded in highly engineered blown film and flat sheet extrusion processes from urethane resins and additives. Depending on end uses, some materials are manufactured in class 10,000 clean zone environments.
JPS Glass
The Glass division operates one facility and employs approximately 315 employees. The Company purchases fiberglass and other specialty materials to mechanically form substrates which have proprietary finishes applied to meet individual customer specifications. These proprietary finishes are designed to act as the bonding agent between the fiberglass substrate and the customers value-added application. In almost every case, the customers product would have lower or unacceptable performance without the proprietary finish. These finishes are customer specific and developed over years of trial and development. All products are manufactured to customer specification and require certification to either military or customer specification prior to shipment.
Raw Materials
The Company maintains good relationships with its suppliers and has, where possible, diversified its supplier base in order to avoid a disruption of supply. In most cases, the Companys raw materials are staple goods that are readily available from domestic and international fiberglass and chemical manufacturers. For several products, however, branded goods or other circumstances prevent such a diversification, and an interruption of the supply of these raw materials could have a significant negative impact on the Companys ability to produce certain products. The construction products group has negotiated comprehensive supply agreements for all its polymer, chemical and accessory products, with multiple production sites assuring an uninterrupted supply. The urethane products group purchases under contract from all major thermoplastic polyurethane suppliers. The Company believes that its practice of purchasing such items from large, stable companies minimizes the risk of interrupting the supply of raw materials.
Marketing and Competition
The following is a discussion of marketing and competitive factors as they relate to each of the Companys divisions:
JPS Elastomerics
The commercial roofing industry is highly competitive with a number of major participants in all segments of the industry, with many of the Companys competitors significantly larger in terms of aggregate sales. In the Specialty segment of the single-ply market where the Company competes, there are more than 10 competitors. Industry capacity additions in 2000 and 2001 are likely to keep prices under pressure as commercial construction has declined in 2002 and 2003.
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The Company markets it products under the Stevens® Roofing Systems brand name using a push-pull strategy: pushing products through distribution to the roofing contractor and pulling products through the market by creating demand on the part of building owners, architects and specifiers.
The Company has approximately 33 field sales staff as well as a network of independent representatives, distributors and distributor-representatives as its sales force. In addition, the Company has a distribution and marketing agreement with Trelleborg Building Systems, AB covering most of Europe and a licensing program in Asia. Marketing efforts in the roofing industry include (i) developing new products to meet changing market demands, (ii) providing proprietary accessory products, (iii) implementing contractor-specific programs and (iv) expanding national account efforts.
Geomembrane products are sold to a select group of fabricators and installers. The Companys marketing efforts are focused on supporting those companies in a variety of ways.
The Companys urethane products are marketed under the Stevens® brand and through both direct sales personnel and a nationwide network of independent representatives. The Companys products are sold to specification and each application has specific end-use performance requirements. As with the construction products, marketing efforts for urethane are multifaceted with new product development and engineering being critical factors to the success of these products.
JPS Glass
The glass substrate business is highly competitive and globally influenced because of the significant capacity that exists in Europe, Asia and North America. The Company believes itself to be the third largest North American producer of glass substrates, where the majority of its products are sold. Importantly, it is well positioned because of the balance between its electrical components, fiberglass reinforced composites, construction and insulation product lines. Additionally, within the electrical substrate product line (i.e., printed circuit boards), the Companys ability to commit substantially all of its capacity to light weight substrates is a market strength because they are used in a vast array of growing consumer product markets, such as cell phones, computers, pagers, as well as the electronic infrastructure for the internet.
The Companys glass products are marketed through a combination of direct sales and distributors, with the central focus being development of customer specific finishes that enhance their respective value added processes.
Customers
No customer accounts for more than 10% of the Companys sales. However, the loss of certain of our more significant customers could have a material adverse effect on our results of operations.
Product Development
The following is a discussion of product development as it relates to each of the Companys divisions:
JPS Elastomerics
On-going product development and process improvement activities include a constant evaluation of new advanced polymers and polymer compounds, as well as the evaluation and analysis of material additives required in the manufacture of commercial roofing products, geomembranes and thermoplastic polyurethane. As appropriate, additives are required to ensure long-term UV stability, fire or chemical resistance or to ensure that a specific product can be used in contact with drinking water.
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For its roofing products, the Company continues to develop advanced material products that meet fire, wind and other building code requirements on a global basis. Such building codes vary from country to country, and even regionally, presenting a challenge to the manufacturer. Geomembranes must also meet stringent code requirements of several countries, particularly when used in potable water reservoirs.
The Company offers both aliphatic and aromatic polyurethane products. Aliphatic materials, which are used in glass clad polycarbonate laminates for security-glazing applications, are extruded in a clean zone environment to ensure maximum product cleanliness. Aromatic materials are extruded by blown film and flat sheet technologies. The Company spends a considerable amount of R&D effort to develop compounds to specifically meet customer needs. In addition, the Company provides specific surface finishes, textures, colors, etc. that may be required for end-use applications.
JPS Glass
R&D efforts include the continued refinement of silane chemistry and substrate processing, for high Tg resin systems, CAF (Conductive Anodic Filamentation) improvement and HDI (High Density Interlock) for improved laser drillability in the printed circuit board industry, development of soft moldable finishes for the building products industry, high-flex finishes to extend the life of filtration substrates for the power generation industry, and new low cost materials for the mechanically needled insulation industry. The product development effort is an ongoing customer specific process that is enhanced by the involvement of the divisions vendor partners with the divisions highly skilled research department.
Backlog
Unfilled open orders, which the Company believes are firm, were $8.7 million at November 1, 2003 and $9.2 million at November 2, 2002. The Company generally fills its open orders in the following fiscal year and the Company expects that all of the open orders as of November 1, 2003, will be filled in the 52-week period ending October 30, 2004 (Fiscal 2004). The Company believes that the amount of backlog provides limited indication of the sales volume that can be expected in coming months, and changes in customer ordering behavior or economic conditions may result in deferral or acceleration of orders which may affect sales volume for a given period.
No significant portion of the Companys business is subject to renegotiation of profits, or termination of contracts or subcontracts at the election of the government.
Patents, Licenses and Trademarks
The following is a discussion of patent licenses and trademarks as they relate to each of the Companys divisions:
JPS Elastomerics
Products, such as commercial roofing, geomembranes and polyurethane, are marketed under the Stevens brand name. As such, the Company is in the process of securing U.S. trademarks for the following names: Stevens Roofing Systems, Stevens Geomembranes and Stevens Urethane. In addition, the Company currently holds U.S. trademarks on the names Hi-Tuff® and Hi-Tuff Plus®. The Company also holds trademarks for the Hi-Tuff name in Canada, Mexico and certain European and Asian countries.
6
In terms of product licensing, Stevens roofing and geomembrane compound and manufacturing technologies have been licensed to TPI for the production and marketing of membranes in Japan, and the Company has entered into an agreement with Trelleborg Building Systems AB for marketing of the Companys roofing products in Europe.
JPS Glass
A total of four patents and 36 trademarks are secured or are in the process of being secured by the Company for its Glass business. These include, but are not limited to: alkali resistant meshes for Exterior Insulation Facing Systems trademarked under the names of Versaflex®, Duraflex®, Ultraflex®, Standardflex® and Gorilla-Mesh; filtration products trademarked under the names AcidFlex®, AcidBond and Ultraflex®; substrates meeting high temperature requirements trademarked under the names, Tempratex® and Industro-Quartz; special laser drillable substrates under the trademark APS (Ablative Precision Substrate); and Quartz Hybrid substrates with the Astralar® and AstroCarb® trademarks.
Employees
As of November 1, 2003, the Company had 578 active employees of which 418 were hourly and 160 were salaried. None of the Companys employees are represented by unions. The Company believes it has good relations with its employees.
Environmental and Regulatory Matters
The Company is subject to various Federal, state and local government laws and regulations concerning, among other things, the discharge, storage, handling and disposal of a variety of hazardous and non-hazardous substances and wastes. The Companys plants generate small quantities of hazardous waste that are either recycled or disposed of off-site by or at licensed disposal or treatment facilities.
The Company believes that it is in substantial compliance with all existing environmental laws and regulations to which it is subject. In addition, the Company is subject to liability under environmental laws relating to the past release or disposal of hazardous materials. To date, and in managements belief for the foreseeable future, liability under and compliance with existing environmental laws has not had and will not have a material adverse effect on the Companys financial or competitive positions. No representation or assurance can be made, however, that any change in Federal, state or local requirements or the discovery of unknown problems or conditions will not require substantial expenditures by the Company.
Seasonality
Certain portions of the business of the Company are seasonal (principally construction products) and sales of these products tend to decline during winter months in correlation with construction activity. These declines have historically tended to result in lower sales and operating profits in the first and second quarters than in the third and fourth quarters of the Companys fiscal year.
Working Capital
Information regarding the Companys working capital position and practices is set forth in Item 7 of this Form 10-K under the caption Liquidity and Capital Resources.
Financial information for the JPS Elastomerics and JPS Glass segments is set forth in Note 10 to the Consolidated Financial Statements included in Item 8 herein.
7
Cautionary Statement Concerning Forward Looking Statements
Certain statements contained in this Annual Report on Form 10-K that are not historical facts are forward-looking statements subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. The Company cautions readers of this Annual Report on Form 10-K that a number of important factors could cause the Companys actual results in Fiscal 2003 and beyond to differ materially from those expressed in any such forward-looking statements. These factors include, without limitation, the general economic and business conditions affecting the Companys industries, actions of competitors, changes in demand in certain markets, the Companys ability to meet its debt service and pension plan obligations (including its ability to meet the financial covenant obligations in its credit agreement and negotiate a new credit facility upon maturity of its existing credit facility), the Companys ability to realize its deferred tax asset, the seasonality of the Companys sales, the volatility of the Companys raw material, claims and energy costs, the Companys dependence on key personnel and certain large customers and other risk factors described from time to time in the Companys filings with the Securities and Exchange Commission.
Stockholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this report and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
| ITEM 2. | PROPERTIES. |
The following table sets forth certain information relating to the Companys principal facilities (segment information relates to principal use). All of the facilities are owned and are used for manufacturing.
| JPS Elastomerics |
JPS Glass | |||||
| Location |
Square Footage |
Location |
Square Footage | |||
| Westfield, NC |
237,000 | Slater, SC |
433,000 | |||
| Easthampton, MA |
50,000 | |||||
The Company also leases certain other warehouse facilities, various regional sales offices and its corporate headquarters. The Company believes that all of its facilities are suitable and adequate for the current and anticipated conduct of its operations.
| ITEM 3. | LEGAL PROCEEDINGS. |
The Company is a party to lawsuits in the normal course of its business including certain asbestos-based claims. The Company believes that it has meritorious defenses in all lawsuits in which the Company or its subsidiaries is a defendant. Except as discussed below, management believes that none of this litigation, if determined unfavorable to the Company, would have a material adverse effect on the financial condition or results of operations of the Company.
As previously reported, in June 1997, Sears Roebuck and Co. (Sears) filed a multi-count complaint against Elastomerics and two other defendants alleging an unspecified amount of damages in connection with the alleged premature deterioration of the Companys Hypalon roofing membrane installed during the 1980s on approximately 140 Sears stores. Also as previously reported, in July, 2002, the Companys insurance carrier, Liberty Mutual Insurance Company (Liberty), informed the Company that it no longer believed it had an obligation to contribute to settlement or defense of this matter. The Company subsequently filed a lawsuit for declaratory, injunctive, and monetary relief against Liberty Mutual. In January, 2003, the court found that Liberty does have a duty to defend the Company based on the counts remaining in the case. Further, in January, 2003, the court granted JPS summary judgment motion on Sears breach of contract claim. These orders are not final and may be subject to reconsideration
8
or appeal. To the extent these rulings remain in effect, the number of roofs involved in the case will be substantially reduced, and the Company believes that an unfavorable resolution of the remaining actions would not have a material adverse effect on the business, results of operations or financial condition of the Company.
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. |
No matters were submitted to a vote of securityholders during the fourth quarter of Fiscal 2003.
| ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS. |
The common stock of the Company was approved for listing and trading on the NASDAQ National Market System under the stock symbol JPST, effective January 30, 1998. Prior to that time, there was only sporadic trading of the common stock in the over-the-counter market. The following table presents the high and low sales prices for the common stock for each full quarterly period for the past two years.
| Fiscal 2002 |
High |
Low | ||||
| First Quarter |
$ | 6.500 | $ | 4.280 | ||
| Second Quarter |
5.850 | 3.750 | ||||
| Third Quarter |
4.470 | 3.650 | ||||
| Fourth Quarter |
4.300 | 3.410 | ||||
| Fiscal 2003 |
High |
Low | ||||
| First Quarter |
$ | 4.080 | $ | 2.550 | ||
| Second Quarter |
3.000 | 0.980 | ||||
| Third Quarter |
1.971 | 1.050 | ||||
| Fourth Quarter |
3.010 | 1.000 | ||||
As of January 16, 2004, there were approximately 34 holders of record of the Companys common stock.
The Company has never paid a dividend on its common stock. The Company presently intends to retain earnings to fund working capital and for general corporate purposes and, therefore, does not intend to pay cash dividends on shares of the common stock in the foreseeable future. The payment of future cash dividends, if any, would depend on the Companys financial condition, results of operations, current and anticipated capital requirements, restrictions under the existing indebtedness (including, without limitation, indebtedness evidenced by the revolving credit facility and refundings and refinancings thereof) and other factors deemed relevant by JPSs Board of Directors. The Companys subsidiaries that are borrowers under certain credit agreements are restricted from paying cash dividends to JPS with respect to their capital stock unless, among other things, JPS and its subsidiaries satisfy certain specified financial tests.
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EQUITY COMPENSATION PLAN INFORMATION
| Plan Category |
Number of and rights |
Weighted-average exercise price of warrants and rights |
Number reflected in col. (a) | ||||
| (a) | (b) | (c) | |||||
| Equity compensation plans approved by security holders |
955,022 | $ | 3.495 | 17,594 | |||
| Equity compensation plans not approved by security holders |
0 | 0 | 0 | ||||
| Total |
955,022 | $ | 3.495 | 17,594 | |||
| ITEM 6. | SELECTED FINANCIAL DATA. |
(Dollars in Thousands Except Per Share Data)
The following table presents selected consolidated historical financial data for the Company for the fiscal years indicated. The selected historical financial data for the years ended October 30, 1999, October 28, 2000, October 27, 2001, November 2, 2002 and November 1, 2003 have been derived from the Consolidated Financial Statements of the Company for such periods, which have been audited. The presentation of certain previously reported amounts has been reclassified to conform to the current presentation and to reflect discontinued operations of the yarn sales business (sold on July 23, 1999), the cotton commercial products business (sold on August 27, 1999), and the Apparel Division (sold on November 17, 2000), as discussed in Note 3 to the Consolidated Financial Statements of the Company at Item 8 in this Form 10-K.
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| Fiscal Year Ended October 30, 1999 (52 Weeks) |
Fiscal Year Ended October 28, 2000 (52 Weeks) |
Fiscal Year Ended October 27, 2001 (52 Weeks) |
Fiscal Year Ended November 2, 2002 (53 Weeks) |
Fiscal Year Ended November 1, 2003 (52 Weeks) |
||||||||||||||||
| Statement of Operations Data: |
||||||||||||||||||||
| Net sales |
$ | 156,867 | $ | 167,978 | $ | 147,626 | $ | 126,363 | $ | 128,729 | ||||||||||
| Cost of sales |
121,579 | 126,380 | 116,888 | 108,099 | 110,587 | |||||||||||||||
| Gross profit |
35,288 | 41,598 | 30,738 | 18,264 | 18,142 | |||||||||||||||
| Selling, general and administrative expenses |
26,978 | 27,368 | 21,162 | 18,018 | 17,546 | |||||||||||||||
| Other expense (income), net |
1,663 | (18 | ) | (1 | ) | (2 | ) | (12 | ) | |||||||||||
| Operating profit |
6,647 | 14,248 | 9,577 | 248 | 608 | |||||||||||||||
| Interest expense, net |
(3,511 | ) | (3,442 | ) | (2,333 | ) | (735 | ) | (715 | ) | ||||||||||
| Income (loss) before income taxes and discontinued operations |
3,136 | 10,806 | 7,244 | (487 | ) | (107 | ) | |||||||||||||
| Income taxes (benefit) |
1,997 | 4,517 | 2,818 | (121 | ) | 0 | ||||||||||||||
| Income (loss) from continuing operations |
1,139 | 6,289 | 4,426 | (366 | ) | (107 | ) | |||||||||||||
| Discontinued operations (net of taxes): |
||||||||||||||||||||
| Loss from discontinued operations |
(4,485 | ) | (104 | ) | | | | |||||||||||||
| Loss on disposal of discontinued operations |
(18,096 | ) | (47,415 | ) | | | | |||||||||||||
| Net income (loss) |
$ | (21,442 | ) | $ | (41,230 | ) | $ | 4,426 | $ | (366 | ) | $ | (107 | ) | ||||||
| Income (loss) applicable to common stock |
$ | (21,442 | ) | $ | (41,230 | ) | $ | 4,426 | $ | (366 | ) | $ | (107 | ) | ||||||
| Weighted average number of shares outstanding - Basic |
10,000,000 | 9,940,000 | 9,340,466 | 9,277,623 | 9,333,759 | |||||||||||||||