<TABLE>
MEASUREMENT SPECIALTIES, INC.
80 Little Falls Road, Fairfield, New Jersey 07004
December 31, 1996
(Information about interim periods is unaudited)
PART I. FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS
ASSETS
<S> <C> <C>
December 31, March 31,
1996 1996
(unaudited)
Current assets:
Cash and cash equivalents $734,553 $771,016
Accounts receivable, trade, net of allowance
for doubtful accounts of $14,000 (December)
and $22,000 (March) 2,905,331 2,019,281
Inventories (Note 3) 3,446,537 2,500,478
Deferred income taxes 54,647 56,842
Prepaid expenses and other current assets 151,379 186,582
--------- ---------
Total current assets 7,292,447 5,534,199
Property and equipment 2,918,419 2,431,526
Less accumulated depreciation and amortization 1,534,850 1,352,642
--------- ---------
1,383,569 1,078,884
Other assets:
Intangible assets, net of accumulated amortization of
$89,000 (December) and $62,000 (March) 95,892 49,587
Deferred income taxes 183,726 126,000
Other assets 186,792 130,896
--------- ---------
466,410 306,483
--------- ---------
--------- ---------
$9,142,426 $6,919,566
See notes to consolidated financial statements.
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
December 31, March 31,
1996 1996
(unaudited)
Current liabilities:
Accounts payable, trade $2,888,202 $1,032,958
Income taxes 125,599 74,514
Customers' advances 265,350 1,019,424
Accrued payrolls and fringe benefits 364,283 512,050
Current portion of product warranty obligation 506,710 179,054
Accrued expenses and other current liabilities 483,199 242,905
--------- ---------
Total current liabilities 4,633,343 3,060,905
Other liabilities:
Deferred income taxes 18,863 18,863
Product warranty obligations, net of current portion 180,590 318,536
Other liabilities 60,467 61,873
--------- ---------
259,920 399,272
--------- ---------
Total liabilities 4,893,263 3,460,177
Contingencies (Notes 8, 9)
Shareholders' equity (Note 5):
Serial preferred stock; 221,756 shares authorized and
issued; none outstanding
Common stock, no par; 20,000,000 shares authorized;
3,531,987 shares issued and outstanding 5,384,950 5,384,950
Additional paid-in capital 47,141 25,000
Deficit (1,175,133) (1,947,953)
Currency translation and other adjustments (7,795) (2,608)
--------- ---------
Total shareholders' equity 4,249,163 3,459,389
--------- ---------
--------- ---------
$9,142,426 $6,919,566
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<S> <C> <C> <C> <C>
For the three months For the nine months
ended December 31, ended December 31,
1996 1995 1996 1995
Net sales $8,810,193 $5,767,915 $18,389,972 $18,013,308
Cost of goods sold 5,641,281 3,579,441 11,904,049 11,882,676
w --------- --------- ---------- ----------
Gross profit 3,168,912 2,188,474 6,485,923 6,130,632
Other expenses (income):
Selling, general and administrative 1,571,324 1,384,136 4,494,244 4,291,264
Provision for doubtful accounts 13,384 58,568 19,730
Research and development, net of customer
funding 458,302 305,653 1,180,991 967,279
Interest expense 3,695 3,467 3,695 18,873
Interest and other income (9,482) (6,593) (24,395) (18,835)
--------- --------- ---------- ----------
2,023,839 1,700,047 5,713,103 5,278,311
Income before income taxes 1,145,073 488,427 772,820 852,321
Income taxes 17,000 20,000
--------- --------- ---------- ----------
--------- --------- ---------- ----------
Net income $1,145,073 $471,427 $772,820 $832,321
--------- --------- ---------- ----------
Earnings per common share (Note 6) $0.30 $0.12 $0.22 $0.22
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
For the year ended March 31, 1996
and the nine months ended December 31, 1996 (Unaudited)
<S> <C> <C> <C> <C> <C> <C>
Currency
Common stock Additional translation
Number paid-in and other
of shares $ capital Deficit adjustments Total
--------- ---------- ------- ------------ -------- -----------
Balance, April 1, 1995 3,518,487 $5,337,200 $25,000 ($2,934,984) $4,896 $2,432,112
Common shares issued upon exercise
of options and warrants 13,500 47,750 47,750
Net income for the year ended March 31, 1996 987,031 987,031
Currency translation adjustment and unrealized
holding gains and losses on available-for-sale
marketable securities (7,504) (7,504)
w --------- ---------- ------- ------------ -------- -----------
Balance, March 31, 1996 3,531,987 $5,384,950 $25,000 ($1,947,953) ($2,608) $3,459,389
Fair value of nonemployee common stock purchase
warrants and nonemployee options issued for
services 22,141 22,141
Net income for the nine months ended December
31, 1996 772,820 772,820
Currency translation adjustment and unrealized
holding gains and losses on available-for-sale
marketable securities (5,187) (5,187)
--------- ---------- ------- ------------ -------- -----------
Balance, December 31, 1996 3,531,987 $5,384,950 $47,141 ($1,175,133) ($7,795) $4,249,163
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Note 7)
(Unaudited)
<S> <C> <C>
For the nine months ended December 31,
1996 1995
Cash flows from operating activities:
Net income $772,820 $832,321
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization of property and equipment 236,903 272,916
Amortization of intangible assets and deferred financing 49,907 45,651
Provision for doubtful accounts 58,569 19,730
Deferred income taxes (55,544)
Fair value of nonemployee common stock purchase warrants
and nonemployee options issued for services 22,141
Other adjustments 8,973 10,717
Net changes in operating assets and liabilities:
Accounts receivable, trade (944,740) (1,061,221)
Inventories (946,059) (684,061)
Prepaid expenses and other current assets 21,715 2,433
Other assets (55,896) 84,020
Accounts payable, trade 1,855,244 276,021
Income taxes 51,085
Accrued expenses and other current liabilities (333,891) 878,249
Other liabilities (139,352) (57,462)
--------- ---------
Net cash provided by operating activities 601,875 619,314
Cash flows from investing activities:
Purchases of property and equipment (550,734) (653,906)
Purchases of intangible assets (72,759) (21,794)
Proceeds from sale of property and equipment 129
--------- ---------
Net cash used in investing activities (623,364) (675,700)
Cash flows from financing activities:
Borrowings under bank line of credit agreement 1,228,360 979,661
Repayments under bank line of credit agreement (1,228,360) (979,661)
Payment of deferred financing costs (10,000) (56,299)
Proceeds from exercise of options and warrants 47,750
Net cash used in financing activities (10,000) (8,549)
--------- ---------
Effect of exchange rate changes on cash and cash equivalents (4,974) (18,191)
--------- ---------
Net change in cash and cash equivalents (36,463) (83,126)
Cash and cash equivalents, beginning of period 771,016 737,809
--------- ---------
Cash and cash equivalents, end of period $734,553 $654,683
See notes to consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of presentation:
Interim financial statements:
These unaudited consolidated interim financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of Regulation
S-B. Accordingly, while they have been prepared in conformity with the measurement
and classification provisions of generally accepted accounting principles, they do
not include the footnote information required by generally accepted accounting
principles for complete financial statements. Additionally, these interim financial
statements are subject to adjustments that might result from the independent audit
of the Company's consolidated financial statements for the year ending March 31,
1997. In the opinion of management, all adjustments and disclosures necessary to
make these interim financial statements not misleading have been included.
Nevertheless, reference is made to the consolidated annual financial statements
included in the Company's Annual Report on Form 10-KSB for the year ended March 31,
1996. Operating results for the nine months ended December 31, 1996 are not
necessarily indicative of the results that may be expected for the year ending March
31, 1996.
Use of estimates:
The preparation of these unaudited consolidated interim financial statements in
accordance with generally accepted accounting principles requires management to make
estimates and assumptions which affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
Inventories:
Inventories are stated at the lower of cost (first-in, first-out) or market. Cost
generally has been estimated using standard cost.
Stock based compensation:
The Company accounts for employee stock option grants using the intrinsic value
based method.
Income taxes:
Income taxes are provided based on the estimated effective annual tax rate. The
estimate gives effect to net operating loss carryforwards and undistributed earnings
of the Company's wholly owned subsidiaries on which deferred income taxes are not
provided.
Reclassifications:
The Company reclassified certain amounts on April 1, 1996. Prior period amounts
were reclassified to conform with the 1996 classifications. Neither period's net
operating results were affected by these reclassifications.
2. Change in accounting principle:
On April 1, 1996, the Company adopted Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of." The effect of this new accounting principle on the
consolidated financial statements is not material.
3. Inventories:
<S> <C> <C>
December March
Raw materials $ 494,545 $ 669,576
Work-in-process 354,030 371,112
Finished goods 2,597,962 1,459,790
--------- -----------
$3,446,537 $2,500,478
4. Bank line of credit agreement:
The Company has a $2 million revolving line of credit agreement extended by a
domestic bank. No indebtedness was outstanding at December 31, 1996. Advances are
payable by September 30, 1998, the date of the agreement's expiration, and
collateralized by a senior security interest in substantially all assets.
Borrowings bear interest at 0.5 percent above the bank's prime rate (aggregating
8.75 percent at December 31, 1996). The agreement requires the Company to maintain
certain levels of working capital and net worth and limits the Company's capital
expenditures and advances to its subsidiaries. There are no compensating balance
requirements. However, the agreement requires payment of an annual facility fee.
5. Shareholders' equity:
The Company is authorized to issue 21,200,000 shares of capital stock, of which
221,756 shares have been designated as serial preferred stock and 20,000,000 shares
have been designated as common stock. No serial preferred stock was outstanding at
December 31, 1996. The Board of Directors has not designated 978,244 authorized
shares.
6. Per share information:
Primary per share information is computed based on the weighted average common and
dilutive common equivalent shares outstanding during each period, after deducting
preferred dividend requirements from net income and considering the shares that may
be issued upon exercise of stock options and warrants, reduced by the shares that
may be repurchased with the funds received from their exercise. Fully diluted per
share information is computed as above and assumes conversion of dilutive
convertible preferred shares, if any, after adding preferred dividend requirements
back to net income. Fully diluted per share information has not been presented
because there would be no dilutive effect. The weighted average numbers of shares
used were:
<S> <C> <C> <C> <C>
For the three months For the nine months
ended December 31, ended December 31,
1996 1995 1996 1995
3,909,590 3,783,299 3,909,590 3,750,846
7. Supplemental disclosures of cash flow information:
For the nine months ended December 31, 1996, payments of interest expense
approximated $2,000 and payments of income taxes approximated $9,000. Additionally,
for the nine months ended December 31, 1996, the Company issued nonemployee common
stock purchase warrants and nonemployee options in consideration for services with a
fair value of $22,141. For the nine months ended December 31, 1995, payments of
interest expense approximated $19,000 and payments of income taxes approximated
$13,000.
8. Contingencies:
Consumer products generally are marketed under warranties to end users of up to ten
years. The Company provides for estimated product warranty obligations at the time
of sale, based on its warranty claims experience. This estimate is particularly
susceptible to changes in the near term based on introductions of new products and
changes in end user behavior.
Certain compensation of substantially all employees is contingent upon various
performance criteria. Approximately $188,000 and $278,000 were provided for
estimated contingent payments earned for the nine months ended December 31, 1996 and
1995, respectively.
At December 31, 1996, the Company's Hong Kong subsidiary was contingently liable for
$50,000 under discounted letters of credit.
One of the Company's manufacturing processes requires the use of minute quantities
of chemicals identified by the Environmental Protection Agency as hazardous. The
Company uses its best efforts to handle, store and dispose of these materials in a
safe and environmentally sound manner, in accordance with federal, state and local
regulations.
9. Subsequent event:
On January 23, 1997, a licensee of the Company's technology filed a civil action,
seeking declaratory judgment and legal costs. The licensee disputes the extent of
marketing rights and the magnitude of manufacturing rights that the Company granted
under a 1991 agreement. Management believes the claim is without merit and intends
to contest this action. The potential liability, if any, is not determinable since
discovery has not yet begun on the merits of the action and, accordingly, no
provision has been made for its outcome. However, based on the information it now
possesses, management believes that this action will not materially affect the
Company's consolidated financial statements.
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of
Operations
Certain factors could cause results to materially differ from those in the forward-
looking statements contained in the following discussion. Among such important
factors are the timely development, market acceptance and warranty performance of
new products, the impact of competitive products and pricing, the continuity of
bookings trends, customers' financial condition, the absence of supply
interruptions, the uncertainty of doing business in China and such risks and
uncertainties as are detailed from time to time in the Company's SEC reports and
filings, including this Form 10-QSB for the nine months ended December 31, 1996.
RESULTS OF OPERATIONS
Net sales for the nine months ended December 31, 1996 increased by 2 percent,
compared with the same period for 1995, rebounding in the third fiscal quarter then
ended. Net sales for the latest quarter climbed by 53 percent, compared with the
same quarter a year earlier, driven primarily by sharply higher sales of bath scales
to major customers in Germany and the United States. The Company believes that this
fluctuation in quarterly sales performance mainly resulted from changed ordering
patterns for consumer products by customers seeking "just-in-time" deliveries in the
current year. Additionally, the Company attributes the recent burst in its consumer
products sales partly to its current high rate of new product introductions and
partly to expanded distribution to the United States mass market channel.
Net sales of industrial pressure sensors also increased in the current fiscal year,
as a result of intensified marketing efforts. Additionally, the recent opening of
the Virginia Transducer Engineering Center ("VA-TEC") enabled the Company to quicken
its response to target customers' requirements for samples and short production
runs. Although no assurance can be given, the Company believes that these factors
will contribute to increased revenues and improved profitability over the next
several fiscal quarters.
Gross profit for the nine months ended December 31, 1996 benefited from increased
sales, cost reductions for key products and changes in the product and customer
mixes. The gross profit margin for 1996 rose to 35.3 percent of net sales, from
34.0 percent for the same period for 1995.
Selling, general and administrative expenses for the nine months ended December 31,
1996 increased by 4.7 percent, compared with the year-ago period. Expanded
marketing activities led to increased expenses for sales literature, packaging,
advertising and publicity for the Company's industrial pressure sensors and for
consumer product line extensions. Additionally, the Company raised its estimate for
product warranty obligations for 1996. The Company also incurred higher professional
fees and other expenses for investor relations and for potential acquisition
investigation activities. Compensation expenses decreased, primarily as a result of
a lower estimated incentive compensation, offset by higher employee relocation
costs. Depreciation of property and equipment decreased, reflecting longer average
useful lives as a result of increased purchases of longer-lived equipment for the
Company's China subsidiary ("Jingliang") and for VA-TEC.
The provision for doubtful accounts for 1996 increased, compared with 1995, as a
result of the write-off of an estimated uncollectible amount due from a bankrupt
former customer.
Research and development expenses for the current nine-month period increased by
22.1 percent, compared with the prior year, mainly from growth in the number of
industrial pressure applications and consumer products line extensions under
development. Several new scale models, including metal-based and specialty-glass
bath scales, were launched in the latest quarter. Costs increased slightly upon the
June 1996 VA-TEC launch, offset by a reduction in costs effected by the increased
proportion of engineers operating in China.
Interest expense for the nine months ended December 31, 1996 decreased, compared
with the prior year, as a result of lower average outstanding borrowings under the
Company's bank line of credit agreement and a reduced interest rate negotiated upon
the agreement's renewal in the third quarter.
Income taxes were not provided for 1996, because tax benefits from temporary
differences and carryforwards are expected to offset substantially all income taxes.
For 1995, tax benefits from temporary differences and carryforwards were not then
expected to offset currently payable federal alternative minimum tax.
For 1996, per share information computes dilutive common equivalent shares pursuant
to the modified treasury stock method, which assumes investment of a portion of the
exercise proceeds.
The Company adopted Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of"
in 1996. The effect of this new accounting principle is not material.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities for the nine months ended December 31, 1996 provided $602,000.
Accounts receivable increased as a result of the latest quarter's strong sales
performance and the greater proportion of customers with longer payment terms in the
recent mix. Finished goods inventories were increased in response to higher demand
and in anticipation of the customary seasonal halt of manufacturing during the
Chinese lunar new year holiday occurring for the fourth quarter ending March 31,
1997. These working assets mainly were financed with increased accounts payable.
Customers' advances, which resulted mainly from accepting returns of certain
customers' overstocked inventories in the previous year, declined substantially for
1996. The advances were offset by restocking fees charged by the and were used in
partial payment of current-year shipments to the customers.
For 1996, the Company reclassified the maturities of estimated product warranty
obligations, upon changing the estimated rate at which warranty claims decay.
Additionally, the Company's recognition of a previously-underaccrued deferred income
tax asset was fully offset by a provision for current income taxes. None of these
adjustments to the Company's liabilities affected cash.
For the nine months, cash declined by $36,000, mainly because $623,000 was used in
investing activities. $550,000 was spent on property and equipment, mainly for
Jingliang and VA-TEC. $73,000 was spent on intangible assets, mainly engineering
and productivity software. There were no material commitments for capital
expenditures at December 31, 1996.
Only $10,000 was used in financing activities because all borrowings under the bank
line of credit agreement, aggregating $1,228,000, were repaid in the period.
Additionally, cash declined by $5,000 as a result of exchange rate changes.
On January 23, 1997, a licensee of the Company's technology filed a civil action,
seeking declaratory judgment and legal costs. The licensee disputes the extent of
marketing rights and the magnitude of manufacturing rights that the Company granted
under a 1991 agreement. Management believes the claim is without merit and intends
to contest this action. The potential liability, if any, is not determinable since
discovery has not yet begun on the merits of the action. Accordingly, no provision
has been made in the Company's financial statements for its outcome. However, based
on the information it now possesses, management believes that its effect will not be
material.
At December 31, 1996, the Company had a current ratio of 1.57 to 1. Through
September 30, 1998, the Company has a $2 million committed bank line of credit
agreement, under which no borrowings were outstanding at December 31, 1996.
Additionally, the Company benefits from its principal supplier's terms of sale,
pursuant to which the supplier purchases certain raw materials which otherwise might
require financing by the Company.
Management believes that these resources and cash flows from expected operating
activities will continue to be adequate for the Company's existing business and
planned growth.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
On January 23, 1997, Dresser Industries, Inc. ("Dresser") filed a complaint against
the Company in United States District Court, District of New Jersey. Dresser
disputes the extent of certain marketing rights and the magnitude of certain
manufacturing rights that the Company granted under a 1991 agreement. Management
believes the claim is without merit and intends to contest this action.
The suit seeks declaratory judgment and legal costs. The Company's potential
liability, if any, is not determinable since discovery has not yet begun on the
merits of the action. Accordingly, no provision has been made for its outcome in
the accompanying financial statements. However, based on the information it now
possesses, management believes that this action will not have a material adverse
effect on the Company's consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
On October 15, 1996, the Company held an Annual Meeting of Shareholders at which the
Shareholders elected Directors to hold terms of office until the next Annual Meeting
of Shareholders. Additionally, at that Meeting, the Shareholders ratified the
appointment of Grant Thornton as the Company's independent auditors. The number of
votes cast for, against or withheld and the number of abstentions and broker
non-votes were:
<S> <C> <C> <C>
Number of votes Number of
cast against or abstentions and
for withheld broker non-votes
Election of Directors:
Joseph R. Mallon Jr. 2,676,509 56,650
John D. Arnold 2,674,009 59,150
Richard S. Betts 2,676,509 56,650
Theodore J. Coburn 2,676,509 56,650
Damon Germanton 2,676,509 56,650
Steven P. Petrucelli 2,676,409 56,750
The Honorable Dan J. Samuel 2,676,509 56,650
Election of Grant Thornton 2,674,009 12,050 47,100
Item 6. Exhibits and Reports on Form 8-K
The following exhibits are included herein:
(11)Statement regarding computation of per share earnings for 1996 and 1995
(27)Financial Data Schedule
The Company did not file any reports on Form 8-K during the nine months ended
December 31, 1996.
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.
MEASUREMENT SPECIALTIES, INC.
(Registrant)
/s/ Joseph R. Mallon Jr.
Date: February 13, 1996 President, Chief Executive Officer and
Chairman of the Board of Directors
/s/ Mark A. Shornick
Date: February 13, 1996 Chief Financial Officer, Treasurer and
Assistant Secretary
</TABLE>
<TABLE>
EXHIBIT 11 - STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
December 31, 1996
<S> <C> <C> <C> <C>
For the three months For the nine months
ended December 31, ended December 31,
1996 1995 1996 1995
Primary net income per common share:
Net income $1,145,073 $471,427 $772,820 $832,321
Assumed interest income net of tax effect under modified
treasury stock method (a) 32,764 84,426
w ---------- --------- ---------- ----------
Net income available to common shareholders $1,177,837 $471,427 $857,246 $832,321
Weighted average common shares outstanding 3,531,987 3,531,987 3,531,987 3,529,120
Net effect of dilutive common equivalent shares based on
the treasury stock method using average market price
(modified treasury stock method for 1996) (a) 377,603 251,312 377,603 221,726
---------- --------- ---------- ----------
Total 3,909,590 3,783,299 3,909,590 3,750,846
---------- --------- ---------- ----------
Primary net income per common share $0.30 $0.12 $0.22 $0.22
Fully diluted net income per common share:
Net income $1,145,073 $471,427 $772,820 $832,321
Assumed interest income net of tax effect under
modified treasury stock method (a) 32,764 84,426
---------- --------- ---------- ----------
Net income available to common shareholders $1,177,837 $471,427 $857,246 $832,321
Weighted average common shares outstanding 3,531,987 3,531,987 3,531,987 3,529,120
Net effect of dilutive common equivalent shares based
on the treasury stock method using period-end market
price, if higher than average market price (modified
treasury stock method for 1996) (a) 377,603 251,312 377,603 221,726
---------- --------- ---------- ----------
Total 3,909,590 3,783,299 3,909,590 3,750,846
---------- --------- ---------- ----------
Fully diluted net income per common share (a) $0.30 $0.12 $0.22 $0.22
(a) Improvements of earnings per common share have not been taken into account
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
small business issuer's unaudited consolidated interim financial statements as
of September 30, 1996 and for the three-month period then ended and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000778734
<NAME> MEASUREMENT SPECIALTIES, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-1-1996
<PERIOD-END> DEC-31-1996
<CASH> 735
<SECURITIES> 0
<RECEIVABLES> 2919
<ALLOWANCES> (14)
<INVENTORY> 3447
<CURRENT-ASSETS> 7292
<PP&E> 2918
<DEPRECIATION> (1535)
<TOTAL-ASSETS> 9142
<CURRENT-LIABILITIES> 4633
<BONDS> 0
<COMMON> 5385
0
0
<OTHER-SE> 39
<TOTAL-LIABILITY-AND-EQUITY> 9142
<SALES> 18390
<TOTAL-REVENUES> 18390
<CGS> 11904
<TOTAL-COSTS> 11904
<OTHER-EXPENSES> 5650
<LOSS-PROVISION> 59
<INTEREST-EXPENSE> 4
<INCOME-PRETAX> 773
<INCOME-TAX> 0
<INCOME-CONTINUING> 773
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 733
<EPS-PRIMARY> 0.22
<EPS-DILUTED> 0.22
</TABLE>
