<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number 0-17756
CONSULIER ENGINEERING, INC.
- --------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
FLORIDA 59-2556878
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
169 TEQUESTA DRIVE - SUITE 31E, TEQUESTA, FL 33469
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(561) 745-9149
- --------------------------------------------------------------------------------
(Issuer's telephone number)
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last report
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
AS OF AUGUST 12, 1998, THERE WERE 4,888,918 OUTSTANDING SHARES OF COMMON STOCK,
PAR VALUE $0.01 PER SHARE.
1
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets at
June 30,1998 (Unaudited)
and December 31, 1997 ............................... 3
Consolidated Statements of Income at three
and six month periods ended June 30,
1998 and 1997 (Unaudited) ........................... 4
Consolidated Statements of Cash Flows at
six month periods ended June 30, 1998
and 1997 (Unaudited) ................................ 5
Notes to Consolidated Financial
Statements (Unaudited) .............................. 6
Item 2. Management's Discussion and Analysis or
Plan of Operation ................................. 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings ................................... 14
Item 2. Changes in Securities ............................... 14
Item 3. Defaults upon Senior Securities ..................... 14
Item 4. Submission of Matters to a Vote of Security
Holders ........................................... 14
Item 5. Other Information ................................... 14
Item 6. Exhibits and Reports on Form 8-K .................... 15
SIGNATURES ................................................... 16
2
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------ ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
CURRENT:
Cash (Note 1) $ 72,177 $ 7,013
Receivables (Note 2) 585,861 664,154
Receivables - related parties (Note 11(a)) 913,363 861,585
Notes receivable - related parties (Note 11(c)) 430,558 430,558
Inventories (Notes 1 and 3) 2,015,299 2,058,263
Other current assets 102,136 105,700
------------ ------------
TOTAL CURRENT ASSETS 4,119,394 4,127,273
Property and equipment, net (Notes 1, 4 and 6) 1,852,950 1,537,554
Limited partnership interests (Notes 1 and 5) 2,334,787 2,132,798
Notes receivable - related parties (Note 11(b)) 1,741,798 1,741,797
Non-current inventory (Notes 1 and 3) 600,000 600,000
Patents and other assets 172,373 239,366
------------ ------------
$ 10,821,302 $ 10,378,788
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES:
CURRENT :
Accounts payable and accruals $ 165,218 $ 250,765
Income taxes (Notes 1 and 8) 0 5,231
Notes payable - banks (Note 6(a)) 2,322,128 1,748,775
Note payable - related parties (Note 6(c)) 155,511 352,297
------------ ------------
TOTAL CURRENT LIABILITIES 2,642,857 2,357,068
Bonds payable (Note 6(b)) 1,275,000 1,275,000
Deferred income taxes (Notes 1 and 8) 17,253 14,766
------------ ------------
TOTAL LIABILITIES 3,935,110 3,646,834
------------ ------------
STOCKHOLDERS' EQUITY: (NOTES 1 AND 9)
Common stock of $.01 par value:
Authorized ---25,000,000 shares;
Issued --- 5,136,066 shares in 1998 and 5,124,066 in 1997 51,361 25,620
Additional paid-in capital 2,955,081 2,881,823
Retained earnings 4,348,113 4,292,874
------------ ------------
7,354,555 7,200,317
Less treasury stock at cost - 247,148 shares
in 1998 and 1997 (468,363) (468,363)
------------ ------------
TOTAL STOCKHOLDERS' EQUITY 6,886,192 6,731,954
------------ ------------
$ 10,821,302 $ 10,378,788
============ ============
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
3
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------------------------- -----------------------------
1998 1997 1998 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
REVENUES:
Net sales $ 755,328 $ 923,609 $ 1,391,556 $ 1,767,716
----------- ----------- ----------- -----------
OPERATING COSTS AND EXPENSES:
Cost of goods sold 433,266 555,407 767,548 1,049,359
Selling, general and
administrative 536,134 432,785 1,020,890 816,443
Research and development expense 1,821 51,646 38,333 81,050
----------- ----------- ----------- -----------
971,221 1,039,838 1,826,771 1,946,852
----------- ----------- ----------- -----------
Operating loss (215,893) (116,229) (435,215) (179,136)
----------- ----------- ----------- -----------
OTHER INCOME (EXPENSE):
Investment income - related party 253,037 350,747 503,784 650,648
Interest income - related parties 56,566 86,926 114,458 174,113
Interest expense - other (66,889) (53,806) (126,529) (94,299)
Other income 16,529 13,486 32,069 20,236
----------- ----------- ----------- -----------
259,243 397,353 523,782 750,698
----------- ----------- ----------- -----------
Income before income taxes 43,350 281,124 88,567 571,562
Income taxes (Notes 1 and 8) 16,313 98,936 33,328 205,936
----------- ----------- ----------- -----------
Net income $ 27,037 $ 182,188 $ 55,239 $ 365,626
=========== =========== =========== ===========
Basic and diluted earnings per share $ 0.01 $ 0.04 $ 0.01 $ 0.08
=========== =========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
4
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Note 10)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
-----------------------------
1998 1997
----------- -----------
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 55,239 $ 365,626
Adjustments to reconcile net income to net
cash used in operations:
Depreciation 51,736 48,744
Amortization 12,556 8,804
Investment income - related party (503,784) (650,648)
Changes in operating assets and liabilities:
(Increase) in receivables and other current assets (40,949) (148,573)
Decrease (increase) in inventories 42,964 (276,074)
(Increase) in other assets (53,586) (95,162)
(Decrease) increase in accounts payable and accruals (85,546) 107,183
(Decrease) in income taxes payable (2,744) (48,677)
----------- -----------
NET CASH USED IN OPERATIONS (524,114) (688,777)
----------- -----------
INVESTING ACTIVITIES:
Property and equipment additions, net of dispositions (367,132) (1,198,231)
Distributions from partnership interest 527,247 645,382
Investment in BioSafe Systems, LLC (98,182) 0
Loans to related parties (145,008) (109,098)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (83,075) 661,947
----------- -----------
FINANCING ACTIVITIES:
Repayment of bank and other loans (66,647) (1,673)
Borrowings 640,000 1,000,000
Sales of common stock 5,250 0
Disgorgement of stock sale profits 93,750 0
Purchase of stock for treasury and stock options (Note 9(c)) 0 (35,179)
----------- -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 672,353 963,148
----------- -----------
INCREASE (DECREASE) IN CASH 65,164 (387,576)
CASH, BEGINNING OF PERIOD 7,013 557,639
----------- -----------
CASH, END OF PERIOD $ 72,177 $ 170,063
=========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
5
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions to Form 10-QSB and Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair presentation have been
included. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-KSB for the year ended December 31, 1997.
In order to maintain consistency and comparability between periods presented,
certain amounts have been reclassified from the previously reported financial
statements in order to conform with the financial statement presentation of the
current period.
The consolidated financial statements include Consulier Engineering, Inc. (the
"Company") and its wholly-owned subsidiaries, Southeast Automotive Acquisition
Corporation, Consulier Business Services, Inc., and C-6 Products Inc. All
intercompany balances and transactions have been eliminated.
All per share data and numbers of shares of the Company's common stock, par
value $.01 per share ("common stock") for all periods included in the financial
statements and notes thereto have been adjusted to reflect a two-for-one stock
split in the form of a 100% stock dividend that became effective April 15, 1998.
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 2. INVENTORIES
Inventories are stated at the lower of cost, determined on a first-in, first-out
basis, or market. Major classes of inventory are summarized as follows:
June 30, December 31,
1998 1997
----------- -----------
Raw materials $ 43,482 $ 26,161
CRA-Z Soap 998,321 1,010,561
Finished goods 1,017,496 1,065,541
Obsolescence reserve (44,000) (44,000)
----------- -----------
$ 2,015,299 $ 2,058,263
=========== ===========
Non-Current Inventory $ 600,000 $ 600,000
=========== ===========
The non-current portion of inventory consists of $600,000 of CRA-Z soap which
the company believes will take longer than one year to sell.
7
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. LIMITED PARTNERSHIP INTEREST
The limited partnership interest consists of Consulier's investment in Adams,
Viner & Mosler, Ltd. ("AVM")and The High Risk Opportunities Fund L.P. ("HRO").
Investment income from HRO was $8,701 for the quarter ended June 30, 1998 and
17,444 year to date. These investment's are accounted for under the equity
method. Following is a summary of the operations of AVM (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------- --------------------
1998 1997 1998 1997
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues $ 9,057 $10,122 $20,181 $19,251
Costs and expenses 4,466 4,495 10,322 8,542
------- ------- ------- -------
Net income $ 4,591 $ 5,627 $ 9,859 $10,409
======= ======= ======= =======
Company's share of income $ 242 $ 349 $ 486 $ 639
======= ======= ======= =======
</TABLE>
Consulier owned approximately 7% and 10% of AVM's capital as of June 30, 1998
and 1997, respectively. Based on capital and earnings distributions provided in
the partnership agreement, Consulier was allocated approximately 5% and 6% of
AVM's earnings at June 30, 1998 and 1997, respectively.
8
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CONSULIER ENGINEERING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 4. EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Numerator:
Net income,
numerator for basic and diluted
Earnings per share $ 27,037 $ 182,188 $ 55,239 $ 365,626
Denominator:
Denominator for basic Earnings
per share, weighted-average shares 4,887,072 4,993,668 4,882,951 4,993,668
Effect of dilutive securities:
Stock options 57,657 59,434 61,542 62,798
Warrants 12,752 -- 13,567 --
---------- ---------- ---------- ----------
Dilutive potential common shares 70,409 59,434 75,109 62,798
Denominator for diluted Earnings
per share, adjusted weight-
average shares 4,957,481 5,053,102 4,958,060 5,056,466
========== ========== ========== ==========
Basic earnings per share .01 .04 .01 .07
Diluted earnings per share .01 .04 .01 .04
</TABLE>
Options to purchase 17,500 shares of common stock at prices ranging from $2.19
to $2.50 per share were not included in the computation of diluted earnings per
share because the options exercise price was greater than the average market
price of the common shares and, therefore, the effect would be antidilutive.
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
RESULTS OF OPERATIONS
Consulier Engineering, Inc. ("Consulier") experienced a decrease in net income
for the second quarter of 1998 and also year to date. For the second quarter,
net income decreased $155,151 or 85% to $27,037 from $182,188 in 1997. Year to
date, net income decreased $310,387 or 85% to $55,239 from $365,626 in 1997.
Net sales of the Company's Southeast Automotive parts distribution segment
represent 99% of Consulier's net sales. Sales for this segment decreased
$384,089 or 22% to $1,377,156 for the six month period in 1998 compared to
$1,761,245 in 1997. Selling, General and Administrative expenses were $625,217
for the six months of 1998 compared to $594,689 in 1997, an increase of $30,528.
Other Income/Expense increased $26,600 in the six month period due to an
increase in interest expense. The automotive parts distribution segment
experienced a loss before taxes of $137,638 in the six month period of 1998
compared to income before taxes of $54,046 for the same period in 1997.
In April 1997 Consulier contracted to purchase six patents for tool and ladder
related products. A wholly owned subsidiary was formed, C-6 Products, Inc., to
develop, manufacture, sell and distribute the products. The ladder Tool
Topper(TM) line of products is currently in production. The products segment had
$212,294 of expenses in the six month period of 1998 compared to $65,132 in
1997. The products segment has not recorded any income in the six month period
of 1998. The major expenditures have been for research and development,
marketing and travel. The first production run of 10,000 units should be ready
for distribution by the later part of August.
Investment income from Consulier's AVM limited partnership interest and HRO was
$503,784 in the first six months of 1998, a 23% decrease from 1997 income of
$650,648. For the second quarter of 1998 the investment income was $253,037,
compared to $350,747 last year, a 28% decrease.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1998, Consulier's cash totaled $72,177 as compared to $7,013 at
December 31, 1997. During the six month period
10
<PAGE> 11
Consulier's cash increased $65,164. The Company has relied on cash flows from
its limited partnership investment in AVM supplemented, as necessary, by bank
borrowings and loans from Chairman of the Board Warren B. Mosler to finance
working capital and capital expenditures.
The ability of Consulier to continue to generate cash flow in excess of its
normal operating requirements depends almost entirely on the performance of its
limited partnership investment in AVM. Consulier cannot, with any degree of
assurance, predict whether there will be a continuation of the net return
experienced in the period that the AVM limited partnership interest has been
owned. However, Consulier does not expect that the rate of return will decline
to the point where Consulier has negative cash flow. Furthermore, although AVM
has given Consulier no indication of any intention on its part to redeem the
partnership interest, there can be no assurance that AVM will not do so in the
future. Consulier believes that it may require additional financing to complete
agreements which are currently in place. The timing and amount of Consulier's
additional financing needs will depend, among other things, upon the timing of
Tool Topper(TM) manufacturing.
FUTURE OUTLOOK
Based on AVM's current operations and operating results, Consulier expects
continued returns in 1998 on its limited partnership investment. However, there
is no guarantee that the returns of the past can be maintained.
Consulier's automotive parts wholesale distribution business experienced a
decrease in sales in the six months of 1998 but management is now seeing an
improvement in sales due to the introduction of new product lines. This
business, Southeast Automotive, intends to expand its business through the
development of a wider customer base. At the end of 1997 Southeast had
approximately $1,600,000 of hand cleaner CRA-Z Soap in inventory. A portion,
$600,000 of this inventory is classified as non-current because Consulier
believes it will take longer than one year to sell.
In 1997, Consulier entered into a contract for the purchase of six patents for
tools and related products. Several are related to work platform and tool
holding attachments to ladders tentatively being called our Tool Topper(TM) line
of products. The balance of the patents are related to powered hack saws powered
by 110/220 volt AC, pneumatic and battery power sources. A
11
<PAGE> 12
Florida corporation was established to develop, manufacture, sell and distribute
the patented products. This corporation, C-6 Products, Inc. ("C-6"), is a wholly
owned subsidiary of Consulier. During 1998, C-6 is continuing development of the
Tool Topper(TM) Workstation product. This patented product is designed so it can
be easily and quickly attached to any stepladder, converting it into a work
platform. C-6 has completed design and rapid prototyping of the Tool Topper(TM)
Workstation. An agreement has been reached with a large production plastic
injection molding company to manufacture our Tool Topper(TM) Workstation for us.
Production tooling orders were placed for all required tools. An initial order
for 10,000 units will be complete in August 1998. Marketing is underway
utilizing the first five units manufactured which will be used by the marketing
department at the National Hardware Show in Chicago in August 1998. The "C-6"
website www.tooltopper.com to sell the ToolTopper(TM) online is operational as
is our automated telephone answering system for taking individual orders via our
800-TOPPER3 number.
In October 1997, Consulier purchased a minority equity interest in BioSafe
Systems, LLC., a New Jersey limited liability corporation ("BioSafe"). Biosafe
develops and markets environmentally safe products, alternatives to
traditionally toxic pesticides.
Recent public concern over environmental practices and the effect of toxic
chemicals on the environment are producing increasing pressure on agricultural
concerns to limit their use. BioSafe uses peroxigen chemistry as a pesticide,
algaecide and fungicide. Peroxigen chemistry uses the power of free radical
oxidation to kill all forms of micro-organisms that may be pathogenic to plants,
without causing harm to the plant. Peroxigens immediately biodegrade upon
reacting with either micro-organisms or organic material such as soil, into
components of oxygen and water leaving behind no toxic residues.
BioSafe's initial product, ZeroTol(TM), utilizes a formulation using peroxigens
as the principal active ingredients. No other company currently has or has
requested a US EPA registration for the use of peroxigens for these purposes.
BioSafe's federal EPA registration for its ZeroTol(TM) product was received in
1998 permitting its use on ornamental plants and turf applications.
Additionally, the U.S. Patent Office granted a patent for ZeroTol(TM).
12
<PAGE> 13
Consulier has an agreement to purchase up to a 40% equity interest in BioSafe.
During 1998 management has continued to increase its investment in BioSafe.
BioSafe sales have improved in 1998 as new distributors and product users have
been added and advertising in trade magazines initiated.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Except for the historical information contained in this report, certain matters
discussed in Management's Discussion and Analysis or Plan of Operation are
forward looking statements which involve risks and uncertainties including, but
not limited to statements regarding Consulier's planned capital expenditure
requirements, cash and working capital requirements, Consulier's expectations
regarding the adequacy of current financing arrangements, product demand and
market growth, other statements regarding future plans and strategies,
anticipated events or trends, and similar expressions concerning matters that
are not historical facts. It should be noted that Consulier's actual results
could differ materially from those contained in such forward looking statements
mentioned above due to adverse changes in any number of factors that affect
Consulier's business including, without limitation, risks associated with
investing in and the marketing of Consulier's Tool Topper(TM) and CRA-Z Soap
products, manufacturing and supply risks, risks concerning the protection of
Consulier's patents, reliance upon distributors, regulatory risks, risks of
expansion, product liability and other risks described herein.
13
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of June 30, 1998, there were no legal proceedings pending against the Company
or its subsidiaries nor did the Company have any knowledge of any proceedings
which were being contemplated.
ITEM 2. CHANGES IN SECURITIES
During the second quarter of 1998, Consulier sold an aggregate of 12,000 shares
of unregistered Common Stock. Consulier issued 10,000 shares of Common Stock to
an option holder in connection with the exercise of an option to purchase shares
of common stock at an exercise price of $0.05 per share. Two employees of
Consulier purchased 1,000 shares of Common Stock at a price of $2.375 per share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
During the second quarter of 1998, there have been no material defaults in the
payment of principal, interest, or any other material default with respect to
any indebtedness, nor has there been any arrearage in the payment of dividends
of any class of stock.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the second quarter of 1998, the Company did not submit any matters to a
vote of security holders.
ITEM 5. OTHER INFORMATION
The Company has no other information to report which might otherwise be reported
under Form 8-K.
14
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS REQUIRED BY ITEM 601 OF REGULATION S-K
EXHIBIT DESCRIPTION
------- -----------
27 Financial Data Schedule (for SEC use
only)
(b) CURRENT REPORTS ON FORM 8-K
Form 8-K dated April 15, 1998, Item 5, reporting increase in authorized capital
stock and two-for-one split of outstanding common shares.
15
<PAGE> 16
SIGNATURE
In accordance with the requirements of the Exchange Act, the registrant, has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
CONSULIER ENGINEERING, INC.
(Registrant)
/s/ RALPH D. BUTLER
-----------------------------------------
Date: August 19, 1998 Ralph D. Butler
Secretary/Treasurer
Chief Financial Officer
16
<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> 72
<SECURITIES> 0
<RECEIVABLES> 1,974
<ALLOWANCES> 44
<INVENTORY> 2,015
<CURRENT-ASSETS> 4,119
<PP&E> 2,479
<DEPRECIATION> 626
<TOTAL-ASSETS> 10,821
<CURRENT-LIABILITIES> 2,643
<BONDS> 1,275
0
0
<COMMON> 51
<OTHER-SE> 6,835
<TOTAL-LIABILITY-AND-EQUITY> 10,821
<SALES> 1,392
<TOTAL-REVENUES> 1,392
<CGS> 767
<TOTAL-COSTS> 767
<OTHER-EXPENSES> 1,059
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 127
<INCOME-PRETAX> 88
<INCOME-TAX> 33
<INCOME-CONTINUING> 55
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55
<EPS-PRIMARY> .01
<EPS-DILUTED> .01
</TABLE>
