<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
X Quarterly report pursuant to Section 13 or 15(d) of the Securities
- --- Exchange Act of 1934
For the quarterly period ended December 31, 1996 or
- --- Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ________ to _____________
Commission file number 1-9822
BUFFTON CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-1732794
- ------------------------------- -------------------------------
(State or Other Jurisdiction of (IRS Employer Identification No.)
Incorporation or Organization)
226 Bailey Avenue, Suite 101, Fort Worth, Texas 76107
-----------------------------------------------------
(Address and zip code of principal executive offices)
(817) 332-4761
-------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
-------------------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last
Report)
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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
--- --- APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Number of shares outstanding at:
Class February 11, 1997
- ---------------------------- --------------------------
Common stock, $.05 par value 6,678,528
1
<PAGE>
BUFFTON CORPORATION
Index
-----
<TABLE>
<CAPTION>
Page
----
<S> <C>
Part I - Financial Information............................................ 3
Item 1 - Financial Statements............................................. 3
Consolidated Condensed Balance Sheets December 31, 1996 (Unaudited)
and September 30, 1996.................................................. 3
Consolidated Condensed Statements of Operations (Unaudited)
Three Months Ended December 31, 1996 and 1995........................... 4
Consolidated Condensed Statements of Cash Flow (Unaudited)
Three Months Ended December 31, 1996 and 1995........................... 5
Supplemental Disclosures of Cash Flow Information (Unaudited)............. 5
Notes to Consolidated Condensed Financial Statements (Unaudited).......... 6
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................... 9
Part II - Other Information............................................... 12
Signatures................................................................ 13
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. - Financial Statements
BUFFTON CORPORATION
Consolidated Condensed Balance Sheets
-------------------------------------
<TABLE>
<CAPTION>
December 31, September 30,
1996 1996
--------- ---------
(Unaudited)
Assets (In thousands)
------
<S> <C> <C>
Current assets:
Cash and cash equivalents................................... $ 1,440 $ 1,659
Accounts receivable, net of allowance for
doubtful accounts of $28,000 and $35,000,
respectively............................................. 2,786 3,370
Inventories................................................. 1,864 1,396
Prepaid and other current assets............................ 592 492
--------- ---------
Total current assets..................................... 6,682 6,917
Property, plant and equipment, at cost:
Land, building and improvements............................. 12,615 12,257
Less: Accumulated depreciation and amortization............ (2,830) (2,626)
--------- ---------
Net property, plant and equipment........................ 9,785 9,631
Patents, net of accumulated amortization of
$1,569,000 and $1,529,000, respectively.................. 1,411 1,451
Goodwill, net of amortization of $935,000 and
$845,000, respectively................................... 4,030 4,120
Long-term notes receivable.................................... 540 540
Other assets, net............................................. 743 505
--------- ---------
$ 23,191 $ 23,164
--------- ---------
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Current portion of long-term debt.......................... $ 187 $ 187
Accounts payable........................................... 1,306 1,152
Accrued liabilities........................................ 1,138 1,524
Income taxes............................................... 284 311
--------- ---------
Total current liabilities................................ 2,915 3,174
Long-term debt................................................ 2,446 2,493
Deferred income taxes......................................... 4 4
--------- ---------
Total liabilities........................................ 5,365 5,671
--------- ---------
Stockholders' equity:
Preferred stock $.01 par value; 5,000,000 shares
authorized; no shares issued and outstanding............. - -
Common stock $.05 par value; 30,000,000 shares
authorized; outstanding shares 6,726,878................. 337 337
Additional paid-in capital.................................. 14,360 14,354
Retained earnings........................................... 3,271 3,158
Treasury stock, at cost, 73,350 and
183,350 shares, respectively............................. (142) (356)
--------- ---------
Total stockholders' equity............................... 17,826 17,493
--------- ---------
$ 23,191 $ 23,164
--------- ---------
</TABLE>
See accompanying notes to unaudited Consolidated Condensed Financial Statements.
3
<PAGE>
BUFFTON CORPORATION
Consolidated Condensed Statements of Operations (Unaudited)
----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months
Ended December 31,
-----------------------
1996 1995
--------- ---------
(In thousands, except per
share amounts)
<S> <C> <C>
Net revenues $ 5,969 $ 5,336
--------- ---------
Costs and expenses:
Cost of goods sold (exclusive of depreciation).. 1,980 1,889
Selling, general and administrative............. 3,415 2,693
Depreciation and amortization................... 331 277
Interest........................................ 55 35
--------- ---------
Total costs and expenses....................... 5,781 4,894
--------- ---------
Income before income taxes....................... 188 442
Income tax provision............................. 75 125
--------- ---------
Net income....................................... 113 317
--------- ---------
Net income per average common share.............. $ .02 $ .06
--------- ---------
Weighted average common shares outstanding 6,593 5,685
--------- ---------
</TABLE>
See accompanying notes to unaudited Consolidated Condensed Financial Statements.
4
<PAGE>
BUFFTON CORPORATION
Consolidated Condensed Statements of Cash Flow (Unaudited)
----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months
Ended December 31,
---------------------------
1996 1995
--------- ---------
(In thousands)
<S> <C> <C>
Net cash provided by operating activities..... $ 324 $ 614
--------- ---------
Cash flows from investing activities:
Additions to property, plant and equipment.. (358) (468)
Increase in other assets.................... (138) (104)
--------- ---------
Net cash used in investing activities......... (496) (572)
--------- ---------
Cash flows from financing activities:
Repayments of long-term debt................ (47) -
--------- ---------
Net cash provided by financing activities..... (47) -
--------- ---------
Net increase (decrease) in cash............... (219) 42
Cash at beginning of period................... 1,659 7
--------- ---------
Cash at end of period......................... $ 1,440 $ 49
--------- ---------
</TABLE>
Supplemental Disclosures of Cash Flow Information (Unaudited)
-------------------------------------------------------------
Supplemental schedule of cash payments:
<TABLE>
<CAPTION>
Three Months
Ended December 31,
---------------------------
1996 1995
--------- ---------
(In thousands)
<S> <C> <C>
Cash paid for:
Interest............................... $ 55 $ 35
Income taxes........................... 121 5
</TABLE>
See accompanying notes to unaudited Consolidated Condensed Financial Statements.
5
<PAGE>
BUFFTON CORPORATION
Notes to Consolidated Condensed Financial Statements (Unaudited)
----------------------------------------------------- ---------
Note A
- ------
In the opinion of management, the accompanying consolidated condensed
financial statements contain all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the financial position of
Buffton Corporation (the Company), as of December 31, 1996, and the results of
its operations and its cash flows for the three month periods ended December 31,
1996 and 1995.
The accounting policies followed by the Company are set forth in Note
1 to the Company's financial statements in the 1996 Buffton Corporation
Form 10-K.
Note B
- ------
The results of operations for the three month period ended December
31, 1996 are not necessarily indicative of the results to be expected for the
full year.
Note C
- ------
Net income per share has been computed on the basis of the weighted
average number of common shares outstanding.
Note D
- ------
Inventories are as follows:
<TABLE>
<CAPTION>
December 31, September 30,
1996 1996
------------ ------------
(In thousands)
<S> <C> <C>
Raw materials $ 1,238 $ 1,140
Work in process 346 86
Finished goods 280 170
------------ ------------
$ 1,864 $ 1,396
------------ ------------
</TABLE>
Note E
- ------
Effective January 1, 1996, the Company entered into an agreement to
purchase the assets of Cabo Tacobar One, Ltd., a Mexican restaurant concept with
Central and South American influences located in Houston, Texas, for $589,000 in
cash, 375,000 shares of the Company's common stock (with an estimated fair
market value of $656,000), and a one year option to purchase an additional
150,000 shares of the Company's common stock at a price of $2.00 per share.
Additionally, the Company issued 76,500 shares of its common stock for
commissions incurred in connection with the acquisition which resulted in
increased acquisition costs of $153,000. Excess of purchase price over fair
value of net tangible assets acquired, recorded as
6
<PAGE>
Goodwill, approximates $1,300,000 and is being amortized on a straight line
basis over 15 years. Effective January 1, 1996, the Company also entered into
an agreement to purchase the assets and assume certain liabilities of the
Stockyards Hotel, located in Fort Worth, Texas, for $500,000 in cash, 450,000
shares of the Company's common stock (with an estimated fair market value of
$788,000) and the refinancing of a $1,600,000 bank term loan. Under this
agreement, the Company has guaranteed, until March 15, 1997, a sales price of
$2.05 per share for any of this stock that may be sold. At December 31, 1996,
no liability had been incurred under the guarantee agreement. These
acquisitions were accounted for under purchase accounting and are included in
the Company's results of operations beginning on the acquisitions' effective
date of January 1, 1996.
Unaudited proforma results from continuing operations, as if the
acquisitions had occurred at the beginning of fiscal 1996 are as follows:
<TABLE>
<CAPTION>
Three Months Ended
December 31,
1995
--------
<S> <C>
Revenues................................. $6,134
Net income from operations............... 360
Primary income per average common share.. .06
</TABLE>
Note F
- ------
During March 1992, the United States Environmental Protection Agency (EPA),
issued a Record of Decision (ROD) with respect to the Company's Superfund Site
in Vestal, New York. An Administrative Order for Remedial Design and Remedial
Action was issued on October 1, 1992. The ROD requires the Company to construct
a water treatment facility at the site and to pump contaminated ground water
from bedrock and overburden extraction wells for 15 to 30 years until
remediation goals were met. In December 1992, the Company's environmental
consultants prepared and submitted a Remedial Design Work Plan (RDWP) to the
EPA. The EPA issued comments on the RDWP on October 1, 1993, and a revised RDWP
was submitted to the EPA on October 21, 1993. During February 1994, the Company
received comments from the EPA with respect to the revised RDWP and the
Company's environmental consultants submitted a response. The EPA approved the
revised RDWP in October 1994. On November 14, 1994, engineering design and
related fieldwork was begun in order to meet the specifications of the revised
RDWP.
During the three months ended December 31, 1996 and 1995, $129,000 and
$135,000, respectively, were incurred for work related to the engineering
design. These costs were capitalized when incurred because the remedy would
prevent further environmental contamination with respect to the contaminated
ground water being pumped from the extraction wells and improve the property
compared with its condition when acquired by the Company. Due to concerns about
the correctness of the remedy provided for in the ROD, additional fieldwork was
performed and in June 1995, an RDWP Addendum was prepared and submitted to the
EPA. The Company received comments from the EPA regarding this Addendum, and
the Company's environmental consultants submitted a response shortly thereafter.
On August 24, 1995, the Company and its legal and environmental consultants
met with officials of the EPA and agreed on additional fieldwork deemed
necessary by the EPA to support
7
<PAGE>
the Company's position regarding the RDWP Addendum. At this meeting, officials
of the EPA agreed the remedy needed to be modified and that certain requirements
under the existing ROD needed to be eliminated or reduced in scope. However,
the EPA has not approved any changes to the remedy and amended the ROD.
Additional fieldwork provided for in the RDWP Addendum has been
conducted at the site and resulted in the formulation of a revised remedy. On
December 19, 1995, the Company and its legal and environmental consultants
presented to the EPA the RDWP Addendum and the recommended changes to the ROD in
the form of a revised remedy. The revised remedy was favorably received by the
EPA and is currently being reviewed. The revised remedy would eliminate certain
requirements of the existing ROD and would primarily include removing and
treating contaminated soil, significantly reducing the time period for
remediation. Initial estimates of the revised remedy indicate initial costs of
approximately $800,000 to $900,000, and ongoing maintenance costs of
approximately $200,000 to $250,000 in the aggregate. The costs would be incurred
over a one to two year period after the ROD is amended with the ongoing
maintenance costs being incurred over a five year period after initial cost
completion. If the EPA amends the ROD and adopts the revised remediation
treatment, the Company would, at the date of amendment, expense the estimated
future costs of implementing this alternative as well as all prior costs
incurred, approximating $797,000 through December 31, 1996, associated with the
implementation of the original ROD. On July 16, 1996, the Company and its legal
and environmental representatives met with the EPA to review the EPA's written
response to the revised remedy presented in December 1995. As a result of this
meeting, a review of a more cost efficient remedy is being discussed with the
EPA. The EPA now estimates that a revised ROD can be issued in early 1997.
Note G
- ------
The Company is a party to various legal actions which are in the
aggregate immaterial, and due to the nature of the Company's business, it could
be a party in other legal or administrative proceedings arising in the ordinary
course of business. While occasional adverse settlements or resolutions may
occur and negatively impact earnings in the year of settlement, it is the
opinion of management that their ultimate resolution will not have a material
adverse effect on the Company's financial position.
Note H
- ------
In March 1996, one of the Company's subsidiaries entered into a one
year financing agreement with a bank to replace its existing line of credit. The
commitment consists of a $2,000,000 revolving line of credit, all of which was
available for borrowing at December 31, 1996, and is secured by the accounts
receivable and inventory of the subsidiary. The terms of the finance agreement
provide for interest to be paid monthly at a floating rate equal to the
established prime rate. The agreement also provides for a commitment fee of
0.25% per annum of the unused portion of the facility.
8
<PAGE>
BUFFTON CORPORATION
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
GENERAL INFORMATION
At December 31, 1996, the Company consists of operations in two
principal segments, electrical products and hospitality group. During the year
ended September 30, 1996 and the three months ended December 31, 1996, the
Company entered into the following acquisition transactions.
Effective January 1, 1996, the Company entered into agreements to
purchase the assets of Cabo Tacobar One, Ltd. (Cabo), located in Houston, Texas
and to purchase the assets and assume certain liabilities related to the
Stockyards Hotel (SYH), located in Fort Worth, Texas. See Liquidity and Capital
Resources in this section and Note E of Notes to Consolidated Condensed
Financial Statements for details of the acquisitions.
FACTORS THAT MAY AFFECT FUTURE RESULTS
Certain matters discussed herein are forward-looking statements about
the business, financial condition and prospects of the Company. The actual
results could differ materially from those indicated by such forward-looking
statements because of various risks and uncertainties. Such risks and
uncertainties may include, but are not limited to regional and national economic
conditions, changes in customer demand for products offered by the Company, and
other matters that may adversely affect the availability of products and
pricing, state and federal regulatory environment, possible future acquisitions
or dispositions, amendments to the Record of Decision issued by the
Environmental Protection Agency (see Liquidity and Capital Resources) and other
risks indicated in the Company's previous filings with the Securities and
Exchange Commission. The Company cannot control these risks and uncertainties,
and in many cases, cannot predict the risks and uncertainties that could cause
its actual results to differ materially from those indicated by the forward-
looking statements.
RESULTS OF OPERATIONS
Consolidated net revenues in 1996 increased 12% compared to 1995.
Electrical products revenues decreased 5% in 1996 versus 1995 due to the timing
of shipments, made under contract, of power distribution modules incorporating
surge suppression for integration into a customer's sorter equipment. However,
management expects sales levels for electrical products for fiscal 1997 to
increase over 1996 levels. Hospitality Division revenues in 1996 increased 52%
from the 1995 period due to the inclusion of the results of operations of Cabo
and SYH effective January 1, 1996. Revenues for the hospitality group are
expected to increase during the remainder of fiscal 1997 as a second Cabo
location is expected to open during the third quarter of fiscal 1997 and a
destination food and beverage restaurant at SYH is expected to open during the
fourth quarter of fiscal 1997. The expected increases in hospitality group
revenues will be partially offset by the sale of 441 Bourbon Street in fiscal
1996.
Consolidated total costs and expenses during 1996 increased 18%
compared to 1995. Consolidated costs of sales increased 5% during 1996 versus
1995. As a percent of related revenues, these costs were 33% in 1996 versus 35%
in 1995. Electrical products cost of sales decreased 4% in 1996 compared to
1995. These costs as a percent of revenue were
9
<PAGE>
approximately 41% in 1996 and 1995. The decrease in absolute dollars was due to
decreased sales. Cost of sales related to the Hospitality Division in 1996
increased 37% compared to 1995. This increase is due to the inclusion of the
results of operations of Cabo and SYH effective January 1, 1996.
Consolidated selling, general and administrative expenses increased
27% during 1996 versus 1995. The absolute dollar increase in these expenses is
due to increased sales levels. As a percent of revenue, these expenses were 57%
during 1996 versus 50% in 1995. Electrical products selling, general and
administrative expenses increased 10% in 1996 compared to 1995. The increase in
selling, general and administrative expense associated with the electrical
products segment is due to the 1995 results including the reversal of reserves
in the amount of $146,000 related to favorable developments of certain state tax
claims. The expenses associated with the hospitality group in 1996 increased 33%
compared to 1995 due to the inclusion of the results of operations of Cabo and
SYH effective January 1, 1996 and to increased expenses related to development
of food concepts and management.
Consolidated depreciation and amortization expense increased 19%
during 1996 compared to 1995, primarily as a result of the previously discussed
acquisition of Cabo and SYH. The increase in interest expense to $55,000 for
1996 from $35,000 in 1995 is primarily due to the refinancing of a $1,600,000
bank term loan assumed in connection with the acquisition of SYH and the
borrowing of $1,200,000 in March 1996 from an insurance company, secured by a
deed of trust on a commercial office building located in Fort Worth, Texas.
During the three months ended December 31, 1996, the Company reported
income from operations before income taxes of $188,000 versus $442,000 in 1995.
This decrease is due to the Company's electrical products operation reporting
lower profit in 1996 compared to 1995. This decrease was due to lower sales
levels and higher selling, general and administrative costs previously
discussed. Increased expenses related to development of food concepts and
management for the hospitality group also negatively impacted net income.
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
During March 1992, the United States Environmental Protection Agency
(EPA), issued a Record of Decision (ROD) with respect to the Company's Superfund
Site in Vestal, New York. An Administrative Order for Remedial Design and
Remedial Action was issued on October 1, 1992. The ROD requires the Company to
construct a water treatment facility at the site and to pump contaminated ground
water from bedrock and overburden extraction wells for 15 to 30 years until
remediation goals were met. In December 1992, the Company's environmental
consultants prepared and submitted a Remedial Design Work Plan (RDWP) to the
EPA. The EPA issued comments on the RDWP on October 1, 1993, and a revised RDWP
was submitted to the EPA on October 21, 1993. During February 1994, the Company
received comments from the EPA with respect to the revised RDWP and the
Company's environmental consultants submitted a response. The EPA approved the
revised RDWP in October 1994. On November 14, 1994, engineering design and
related fieldwork was begun in order to meet the specifications of the revised
RDWP.
10
<PAGE>
During the three months ended December 31, 1996 and 1995, $129,000 and
$135,000, respectively, were incurred for work related to the engineering
design. These costs were capitalized when incurred because the remedy would
prevent further environmental contamination with respect to the contaminated
ground water being pumped from the extraction wells and improve the property
compared with its condition when acquired by the Company. Due to concerns about
the correctness of the remedy provided for in the ROD, additional fieldwork was
performed and in June 1995, an RDWP Addendum was prepared and submitted to the
EPA. The Company received comments from the EPA regarding this Addendum, and the
Company's environmental consultants submitted a response shortly thereafter.
On August 24, 1995, the Company and its legal and environmental
consultants met with officials of the EPA and agreed on additional fieldwork
deemed necessary by the EPA to support the Company's position regarding the RDWP
Addendum. At this meeting, officials of the EPA agreed the remedy needed to be
modified and that certain requirements under the existing ROD needed to be
eliminated or reduced in scope. However, the EPA has not approved any changes to
the remedy and amended the ROD.
Additional fieldwork provided for in the RDWP Addendum has been
conducted at the site and resulted in the formulation of a revised remedy. On
December 19, 1995, the Company and its legal and environmental consultants
presented to the EPA the RDWP Addendum and the recommended changes to the ROD in
the form of a revised remedy. The revised remedy was favorably received by the
EPA and is currently being reviewed. The revised remedy would eliminate certain
requirements of the existing ROD and would primarily include removing and
treating contaminated soil, significantly reducing the time period for
remediation. Initial estimates of the revised remedy indicate initial costs of
approximately $800,000 to $900,000, and ongoing maintenance costs of
approximately $200,000 to $250,000 in the aggregate. The costs would be incurred
over a one to two year period after the ROD is amended with the ongoing
maintenance costs being incurred over a five year period after initial cost
completion. If the EPA amends the ROD and adopts the revised remediation
treatment, the Company would, at the date of amendment, expense the estimated
future costs of implementing this alternative as well as all prior costs
incurred, approximating $797,000 through December 31, 1996, associated with the
implementation of the original ROD. On July 16, 1996, the Company and its legal
and environmental representatives met with the EPA to review the EPA's written
response to the revised remedy presented in December 1995. As a result of this
meeting, a review of a more cost efficient remedy is being discussed with the
EPA. The EPA now estimates that a revised ROD can be issued in early 1997.
Subsequent to December 31, 1996, the Company began construction on a
second Cabo unit to be located in the historical district of downtown Houston,
Texas. The unit is expected to open during the third quarter of fiscal 1997.
Plans for a new restaurant to be located at SYH are being finalized and it is
expected to open during the fourth quarter of fiscal 1997. Capital expenditures
for these two projects are expected to approximate $1,750,000 and are expected
to be funded from existing cash and operating cash flow.
11
<PAGE>
BUFFTON CORPORATION
PART II - OTHER INFORMATION
---------------------------
Item 1. - Legal Proceedings
None
Item 6. - Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
None
12
<PAGE>
BUFFTON CORPORATION
SIGNATURES
----------
Pursuant to 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.
BUFFTON CORPORATION
(Registrant)
By: /s/ ROBERT H. MCLEAN
-------------------------------
Chairman of the Board
and President
February 14, 1997
-----------------
By: /s/ ROBERT KORMAN
-------------------------------
Vice President and
Chief Financial Officer
February 14, 1997
-----------------
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 1,440
<SECURITIES> 0
<RECEIVABLES> 2,786
<ALLOWANCES> 28
<INVENTORY> 1,864
<CURRENT-ASSETS> 6,682
<PP&E> 9,785
<DEPRECIATION> (2,830)
<TOTAL-ASSETS> 23,191
<CURRENT-LIABILITIES> 2,915
<BONDS> 0
0
0
<COMMON> 337
<OTHER-SE> 17,489
<TOTAL-LIABILITY-AND-EQUITY> 23,191
<SALES> 5,969
<TOTAL-REVENUES> 5,969
<CGS> 1,980
<TOTAL-COSTS> 5,781
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 55
<INCOME-PRETAX> 188
<INCOME-TAX> 75
<INCOME-CONTINUING> 113
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 113
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0
</TABLE>
