<PAGE> 1
UNITED STATES
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 JUNE 30, 1998
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 0-14324
-------
- -------------------------------------------------------------------------------
MOORE-HANDLEY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 63-0819773
- ------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
3140 PELHAM PARKWAY, PELHAM, ALABAMA 35124
- ------------------------------------ ---------------------
(Address of principal executive offices) (Zip Code)
(205) 663-8011
---------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common stock, $.10 par value 1,854,543 shares
- ---------------------------- ----------------------------
Class Outstanding at July 17, 1998
<PAGE> 2
MOORE-HANDLEY, INC.
INDEX
<TABLE>
<CAPTION>
Item No. Page No.
- -------- --------
PART I. FINANCIAL INFORMATION - UNAUDITED
<S> <C>
1. Balance Sheets -
June 30, 1998 and 1997 and December 31, 1997.................................. 3
Statements of Operations -
Three Months and Six Months Ended June 30, 1998 and 1997...................... 4
Statements of Cash Flows -
Six Months Ended June 30, 1998 and 1997....................................... 5
Note to Financial Statements........................................................ 6
2. Management's Discussion and Analysis
of Financial Condition and Results of Operations.............................. 7-11
PART II. OTHER INFORMATION
4. Submission of Matters to a Vote of Security Holders................................. 11
6. Exhibits and Reports on Form 8-K 12
Exhibit Index ...................................................................... 12
Signatures ......................................................................... 13
</TABLE>
- 2 -
<PAGE> 3
MOORE-HANDLEY, INC.
BALANCE SHEETS
JUNE 30, 1998 AND 1997 AND DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------------------ ------------
1998 1997 1997
----------- ----------- ------------
ASSETS:
<S> <C> <C> <C>
Current assets: (unaudited) (unaudited)
Cash and cash equivalents................... $ 248,000 $ 647,000 $ 1,155,000
Trade receivables, net...................... 27,974,000 21,683,000 23,252,000
Other receivables........................... 3,021,000 1,672,000 2,089,000
Merchandise inventory....................... 15,660,000 14,695,000 17,035,000
Prepaid expenses............................ 420,000 476,000 226,000
Refundable income tax....................... 40,000 1,037,000 632,000
Deferred income taxes....................... 551,000 510,000 551,000
----------- ----------- -----------
Total current assets..................... 47,914,000 40,720,000 44,940,000
Prepaid pension cost........................... 975,000 853,000 955,000
Property and equipment......................... 18,749,000 19,666,000 19,609,000
Less accumulated depreciation............... (10,934,000) (10,878,000) (11,336,000)
------------ ----------- -----------
Net property and equipment............... 7,815,000 8,788,000 8,273,000
Deferred charges, net.......................... 25,000 32,000 29,000
----------- ----------- -----------
$56,729,000 $50,393,000 $54,197,000
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank loans.................................. $ --- $ 9,800,000 $ ---
Accounts payable............................ 21,720,000 16,803,000 17,840,000
Accrued payroll............................. 624,000 529,000 437,000
Other accrued liabilities................... 1,930,000 2,012,000 2,034,000
Long-term debt due in one year.............. 1,150,000 1,151,000 1,171,000
----------- ----------- -----------
Total current liabilities................ 25,424,000 30,295,000 21,482,000
Long-term debt................................. 16,880,000 4,539,000 18,397,000
Deferred income taxes.......................... 1,150,000 1,129,000 1,150,000
Stockholders' equity:
Common stock, $.10 par value;
10,000,000 shares authorized,
2,510,040 shares issued.................. 251,000 251,000 251,000
Other stockholders' equity.................. 13,024,000 14,179,000 12,917,000
----------- ----------- -----------
Total stockholders' equity............... 13,275,000 14,430,000 13,168,000
----------- ----------- -----------
$56,729,000 $50,393,000 $54,197,000
=========== =========== ===========
</TABLE>
See accompanying notes.
- 3 -
<PAGE> 4
MOORE-HANDLEY, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales................................... $38,012,000 $35,424,000 $78,484,000 $73,266,000
Cost of merchandise sold.................... 31,975,000 30,030,000 66,381,000 62,361,000
Warehouse and delivery expense.............. 2,220,000 2,470,000 4,473,000 4,764,000
----------- ----------- ----------- -----------
Cost of sales............................... 34,195,000 32,500,000 70,854,000 67,125,000
----------- ----------- ---------- ----------
Gross profit................................ 3,817,000 2,924,000 7,630,000 6,141,000
Selling and administrative expense.......... 3,367,000 3,528,000 6,742,000 7,025,000
---------- ----------- ----------- -----------
Operating income (loss)..................... 450,000 (604,000) 888,000 (884,000)
Interest expense, net....................... 354,000 217,000 719,000 498,000
----------- ----------- ----------- -----------
Income (loss) before provision for
income tax (benefit)....................... 96,000 (821,000) 169,000 (1,382,000)
Income tax (benefit)........................ 38,000 (260,000) 62,000 (440,000)
----------- ----------- ----------- -----------
Net income (loss)........................... $ 58,000 $ (561,000) $ 107,000 $ (942,000)
=========== =========== =========== ===========
Net income (loss) per common share
- basic and diluted ....................... $ .03 $ (.26) $ .06 $ (.44)
=========== =========== =========== ===========
Weighted average common
shares outstanding......................... 1,855,000 2,154,000 1,855,000 2,154,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes.
- 4 -
<PAGE> 5
MOORE-HANDLEY, INC.
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1998 1997
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)....................................................... $ 107,000 $ (942,000)
Adjustments to reconcile net income (loss)
to net cash provided by (used in) operating activities:
Depreciation and amortization 639,000 630,000
Provision for doubtful accounts.................................. 120,000 60,000
Gain on sale of equipment........................................ (177,000) (20,000)
Change in assets and liabilities:
Trade and other receivables................................... (5,774,000) 549,000
Merchandise inventory......................................... 1,375,000 2,998,000
Accounts payable and accrued expenses......................... 3,963,000 (933,000)
Other assets.................................................. 382,000 (460,000)
----------- ----------
Total adjustments............................................. 528,000 2,824,000
------------ ----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 635,000 1,882,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................... ( 297,000) (647,000)
Proceeds from sale of equipment ...................... 293,000 20,000
----------- ----------
NET CASH USED IN INVESTING ACTIVITIES (4,000) (627,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net payments of bank loans.............................................. --- (650,000)
Principal payments of long-term debt.................................... (1,538,000) (554,000)
----------- ----------
NET CASH USED IN FINANCING ACTIVITIES................................ (1,538,000) (1,204,000)
----------- ----------
Net increase (decrease) in cash and cash equivalents....................... (907,000) 51,000
Cash and cash equivalents at beginning of period........................... 1,155,000 596,000
----------- --------
Cash and cash equivalents at end of period................................. $ 248,000 $ 647,000
=========== ==========
</TABLE>
See accompanying notes.
- 5 -
<PAGE> 6
MOORE-HANDLEY, INC.
NOTES TO FINANCIAL STATEMENTS
(INFORMATION PERTAINING TO THE SIX MONTHS
ENDED JUNE 30, 1998 AND 1997 IS UNAUDITED)
1. BASIS OF PRESENTATION
The financial statements included herein have been prepared by
Moore-Handley, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information presented not
misleading. These financial statements should be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K filed with the Commission on March 27, 1998.
The financial information presented herein reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion of
management, necessary to a fair statement of the results of the interim
periods. The results for interim periods are not necessarily indicative of
results to be expected for the year.
2. INCOME PER COMMON SHARE
Basic net income per share is based on the weighted average number of
common shares outstanding and net income. Diluted net income per share is based
on the weighted average of common shares outstanding plus the effect of
dilutive employee stock options and net income. Basic and diluted earnings per
share were the same for the first and second quarters of 1997 and 1998.
3. REVENUE RECOGNITION
The Company recognizes revenues when goods are shipped.
- 6 -
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During the first six months of 1998 the Company has incurred special
expenses of approximately $200,000 in connection with resetting the warehouse,
programming expense related to the year 2000 and the start up of two new
businesses: a commercial and industrial division to be operated in conjunction
with the Company's hardware customers and a paint and paint sundries division.
These expenses were largely offset by a special gain of $177,000 realized on
the sale of equipment in the second quarter. These special expenses are
expected to continue in the second half without any offsetting gains.
NET SALES
Net sales for the quarter ended June 30, 1998 were up 7.3% compared to
the same quarter in the prior year. Warehouse shipments increased 6.5% and
factory direct shipments increased 9.0%. For the six months warehouse shipments
increased 4.9%, factory direct shipments increased 11.4% and net sales
increased 7.1%.
Much of the increase in warehouse shipments was due to a Dealers' Mart
held in June. A similar mart was not held during the second quarter of 1997.
The increase in factory direct shipments was due to the Company's expanded
efforts to increase sales of lumber and building materials. Orders for factory
direct shipments taken at the June mart will, for the most part, be shipped and
recorded in the third quarter. However, the regular third quarter mart will be
held later in the quarter than in 1997 and most of the orders for both
warehouse and factory direct shipments which will be taken at this year's third
quarter mart will not be shipped until the fourth quarter.
The following table sets forth the major elements of net sales:
<TABLE>
<CAPTION>
Three Months Ended June 30,
---------------------------------------------
1998 1997
------------------ ------------------
(dollars in thousands)
Net Sales:
<S> <C> <C> <C> <C>
Warehouse shipments.............................. $25,423 66.9% $23,871 67.4%
Factory direct shipments......................... 12,589 33.1 11,553 32.6
------- ----- ------- -----
Net Sales................................. $38,012 100.0% $35,424 100.0%
======= ===== ======= =====
</TABLE>
<TABLE>
<CAPTION>
Six Months Ended June 30,
---------------------------------------------
1998 1997
------------------ -------------------
(dollars in thousands)
Net Sales:
<S> <C> <C> <C> <C>
Warehouse shipments.............................. $50,554 64.4% $48,193 65.8%
Factory direct shipments......................... 27,930 35.6 25,073 34.2
------- ----- ------- -----
Net Sales................................. $78,484 100.0% $73,266 100.0%
======= ===== ======= =====
</TABLE>
- 7 -
<PAGE> 8
OPERATIONS
The following table sets forth certain financial data as a percentage of
net sales for the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- -------------------
1998 1997 1998 1997
------ ------ ----- -----
<S> <C> <C> <C> <C>
Net sales................................... 100.0% 100.0% 100.0% 100.0%
===== ===== ===== =====
Gross margin................................ 15.9 15.2 15.4 14.9
Warehouse and delivery expense.............. 5.8 6.9 5.7 6.5
----- ----- ----- -----
Gross profit................................ 10.1 8.3 9.7 8.4
Selling and administrative expenses......... 8.9 10.0 8.6 9.6
----- ----- ----- -----
Operating income (loss)..................... 1.2 (1.7) 1.1 (1.2)
Interest expense, net....................... 0.9 0.6 0.9 0.7
----- ----- ----- -----
Income (loss) before provision
for income tax (benefit)................. 0.3 % (2.3)% 0.2 % (1.9)%
===== ===== ===== =====
</TABLE>
GROSS MARGIN
The gross margin percentage for the quarter ended June 30, 1998 was up
0.7% compared to the same quarter last year and for the six months increased by
0.5% compared to the prior year. The increase is due to a new pricing program
begun late in 1997 and to lower cost of merchandise as the Company has taken
increased advantage of special buying opportunities offered by suppliers. These
factors were offset somewhat by the increase in factory direct shipments as a
percentage of total sales.
The following table sets forth the gross margin dollars, gross margin
percentages and yearover-year changes for 1997 and the first and second
quarters of 1998:
<TABLE>
<CAPTION>
Increase (Decrease)
vs. Same Quarter
Gross Margin in Previous Year
- ------------------------------------------------------- --------------------------------
Amount Percentage Amount Percentage
Quarter (in thousands) of Sales (in thousands) Points
- ----------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
1997 - 1st $5,511 14.6 $ (402) (0.7)
2nd 5,394 15.2 (421) (1.0)
3rd 5,843 14.6 (112) (0.6)
4th 5,354 16.5 (327) (1.3)
1998 - 1st 6,066 15.0 $ 555 0.4
2nd 6,037 15.9 643 0.7
</TABLE>
- 8 -
<PAGE> 9
WAREHOUSE AND DELIVERY EXPENSES
Warehouse and delivery expense for the second quarter was reduced by the
$177,000 gain on sale of delivery equipment. Excluding the gain, these expenses
are down $73,000 for the quarter and $113,000 for the six months compared to
the same periods last year. The 1998 quarter and six months included $60,000
and $100,000, respectively, of expense related to resetting the warehouse in
order to further reduce warehouse expense. The Company expects the resetting to
be largely completed by year-end.
The following table sets forth the trend in warehouse and delivery
expenses in 1997 and the first and second quarters of 1998:
<TABLE>
<CAPTION>
Increase (Decrease)
Warehouse and Delivery vs. Same Quarter
Expenses in Previous Year
- ---------------------------------------------------- ------------------------------
Percentage
Amount of Warehouse Amount Percentage
Quarter (in thousands) Sales (in thousands) Points
- ----------- ------------ ------------ ------------ ----------
<S> <C> <C> <C> <C>
1997 - 1st $2,294 9.4 $ 91 0.9
2nd 2,470 10.3 (125) 0.2
3rd 2,329 9.3 (374) (1.0)
4th 2,393 11.0 (14) 0.5
1998 - 1st 2,254 9.0 $(40) (0.4)
2nd 2,220 8.7 (250) (1.6)
</TABLE>
SELLING AND ADMINISTRATIVE EXPENSE
Selling and administrative expense for the quarter and six months is
down $161,000 and $283,000, respectively, compared to the same periods of last
year. In 1997, severance pay accruals of $140,000 and $365,000 were made in the
second quarter and first six months, respectively. No similar expenses occurred
in 1998, although expenses of $67,000 and $97,000, related to new business
startups and year 2000 compliance were incurred in the 1998 second quarter and
first six months, respectively.
The following table sets forth the trend in selling and administrative
expenses in 1997 and the first and second quarters of 1998.
<TABLE>
<CAPTION>
Increase (Decrease)
Selling and Administrative vs. Same Quarter
Expense in Previous Year
- ---------------------------------------------------- --------------------------------
Amount Percentage Amount Percentage
Quarter (in thousands) of Sales (in thousands) Points
- ----------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C>
1997 - 1st $3,497 9.2 $ 158 0.6
2nd 3,528 10.0 (204) (0.4)
3rd 3,212 8.0 (381) (1.1)
4th 3,468 10.7 (8) (0.2)
1998 - 1st $3,374 8.3 $(123) (0.9)
2nd 3,367 8.9 (161) (0.1)
</TABLE>
- 9 -
<PAGE> 10
INTEREST EXPENSE
Average borrowings increased in 1998 in order to finance higher
average receivables and inventories, (See Liquidity and Capital Resources). As
a result, interest expense for the second quarter and first six months
increased $137,000 and $221,000, respectively, compared to the same periods
last year.
LIQUIDITY AND CAPITAL RESOURCES
From December 31, 1997 to June 30,1998 the Company's net trade
receivables increased by $4,722,000 or 20.3%. The increase was due to the
higher level of sales in the month of June as a result of the Dealers' Mart
held in June 1998 and to additional extended dating terms given to customers as
a part of sales promotions.
Although inventories decreased $1,375,000 or 8.1% during the first six
months of 1998 they were $965,000 higher at June 30, 1998 than at June 30, 1997
as the Company took advantage of special forward buying opportunities offered
by suppliers.
Trade payables increased $3,880,000, or 21.7% from December 31, 1997 to
June 30, 1998 because of extended terms received from suppliers.
At June 30, 1998 the Company had unused lines of credit of $1,556,000.
The Company has begun discussions with its working capital lender to increase
the line of credit to be assured of adequate working capital to finance future
growth.
IMPACT OF YEAR 2000
Some of the Company's older computer programs were written using two
digits rather than four to define the applicable year. As a result, those
computer programs have time-sensitive software that recognize a date using "00"
as the year 1900 rather than the year 2000. This could cause a system failure
or miscalculations causing disruptions of operations, including, among other
things, a temporary inability to process transactions, send invoices, or engage
in similar normal business activities.
The Company is in the process of modifying or replacing portions of its
software so that its computer systems will function properly with respect to
dates in the year 2000 and thereafter. Based on its current assessment of which
portions of the software must be modified, the Company estimates the total cost
of the year 2000 project will be approximately $100,000, of which about $10,000
has been expended through the end of the second quarter. The Company
anticipates that the required modifications will be completed by December 31,
1998 and that there will be no interruption of its business.
Even though the Company is in the process of converting its computer
system so that it will be year 2000 compliant, it is possible that third
parties with whom the Company does business will encounter problems with their
computer systems that may have an adverse impact on the Company.
- 10 -
<PAGE> 11
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain of the statements contained in this report (other than the
financial statements and other statements of historical fact) are
forward-looking statements. The use of words such as "expects" and "believes"
indicate the presence of forward-looking statements. There can be no assurance
that future developments will be in accordance with management's expectations
or that the effect of future developments on the Company will be those
anticipated by management. Among the factors that could cause actual results to
differ materially from estimates reflected in such forwardlooking statements
are the following:
- competitive pressures on sales and pricing, including those from other
wholesale distributors and those from retailers in competition with the
Company's customers;
- the Company's ability to achieve projected cost savings from its
warehouse modernization program and ongoing cost reduction efforts;
- changes in cost of goods and the effect of differential terms and
conditions available to larger competitors of the Company;
- uncertainties associated with any acquisition the Company may seek to
implement;
- changes in general economic conditions; and
- impact of year 2000 on the Company's information systems and those of
its customers and suppliers.
While the Company periodically reassesses material trends and uncertainties
affecting the Company's results of operations and financial condition in
connection with its preparation of management's discussion and analysis of
results of operations and financial condition contained in its quarterly and
annual reports, the Company does not intend to review or revise any particular
forward-looking statement referenced in light of future events.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of the Registrant was held on Thursday, April 23, 1998
at 10:00 a.m. At the meeting, each of Messrs. William Riley, Pierce E. Marks,
Jr., L. Ward Edwards, Michael B. Stubbs and Ronald J. Juvonen was re-elected as
a director of the Registrant.
- 11 -
<PAGE> 12
The following table sets forth the distribution of votes cast with regard
to each of the nominees:
<TABLE>
<CAPTION>
Votes Cast Votes
Nominee for Nominee Withheld
------- ----------- --------
<S> <C> <C>
William Riley 1,123,396 2,205
----------- -------
Pierce E. Marks, Jr. 1,123,396 2,205
----------- -------
L. Ward Edwards 1,123,396 2,205
----------- -------
Michael B. Stubbs 1,123,396 2,205
----------- -------
Ronald J. Juvonen 1,123,396 2,205
----------- -------
</TABLE>
Also at the meeting, the proposed Moore-Handley, Inc. Employee Stock
Purchase Plan was approved. The following table sets forth the distribution of
votes cast with regard to the proposal:
<TABLE>
<CAPTION>
Number of Votes
---------------
<S> <C>
For 1,113,965
------------
Against 22,836
------------
Abstain 800
------------
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
10(a)-- The Moore Handley, Inc. Employee Stock Purchase Plan,
incorporated by reference to Annex A to the Company's
proxy statement for its 1998 annual meeting.
27 -- Financial Data Schedule (For SEC Purposes Only).
(b) There were no reports on Form 8-K filed by the Company during the
three month period ended June 30,1998.
<TABLE>
<CAPTION>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
- ----------- ---------------------- ----
<S> <C> <C>
10(a). . . . . . . . . . . .The Moore-Handley, Inc. Employee Stock
Purchase Plan, incorporated by
reference to Annex A to the Company's
proxy statement for its 1998
annual meeting.
27. . . . . . . . . . . . . Financial Data Schedule (for SEC Purposes
Only) 14
</TABLE>
- 12 -
<PAGE> 13
SIGNATURE
Pursuant to the requirements of 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.
MOORE-HANDLEY, INC.
-------------------
(Registrant)
Date: July 28, 1998 /s/ L. Ward Edwards
-------------------- --------------------
L. Ward Edwards
Vice President, Treasurer
and Secretary
(Principal Accounting and
Financial Officer)
- 13 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 248
<SECURITIES> 0
<RECEIVABLES> 27,974
<ALLOWANCES> 0
<INVENTORY> 15,660
<CURRENT-ASSETS> 47,914
<PP&E> 18,749
<DEPRECIATION> (10,934)
<TOTAL-ASSETS> 56,729
<CURRENT-LIABILITIES> 25,424
<BONDS> 16,880
251
0
<COMMON> 0
<OTHER-SE> 13,024
<TOTAL-LIABILITY-AND-EQUITY> 56,729
<SALES> 78,484
<TOTAL-REVENUES> 78,484
<CGS> 66,381
<TOTAL-COSTS> 70,854
<OTHER-EXPENSES> 6,742
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 719
<INCOME-PRETAX> 169
<INCOME-TAX> 62
<INCOME-CONTINUING> 107
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 107
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
