<PAGE>
U. S. Securities and Exchange Commission
Washington, D. C. 20549
Form 10-QSB
(Check one)
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
of 1934 For the Quarterly Period Ended March 31, 1997
[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act
or the transition period from .......... to ..........
Commission File Number..........1-12508
MAGNUM HUNTER RESOURCES, INC.
Exact name of small business issuer as specified in its charter
Nevada 87-0462881
State or other jurisdiction of IRS employer identification No.
incorporation or organization
600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
Address of principal executive offices
(972) 401-0752
Issuer's telephone number
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
State the number of shares outstanding of each of the issuer's classes of
common equity, as of April 30, 1997: 13,596,883
Transitional Small Business Disclosure Format (Check one)Yes No X
Page 1 of 11 pages contained in the sequential numbering system.
1
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PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
The consolidated financial statements of Magnum Hunter Resources, Inc.
("Magnum Hunter" or the "Company") required by Item 310(b) of Regulation S-B
follow Item 2. Management's Discussion and Analysis or Plan of Operation.
Item 2. Management's Discussion and Analysis or Plan of Operation
The following discussion and analysis should be read in conjunction with Magnum
Hunter's consolidated financial statements and the notes associated with them
contained in its Form 10-KSB for the year ended December 31, 1996. This
discussion should not be construed to imply that the results discussed herein
will necessarily continue into the future or that any conclusion reached herein
will necessarily be indicative of actual operating results in the future. Such
discussion represents only the best present assessment by management of Magnum
Hunter.
In June 1996, the Company acquired the Panoma Properties, which include
interests in 520 gas wells in the Texas Panhandle and Western Oklahoma and an
adjoining 427-mile gas gathering system, from Burlington Resources Inc. for
$34.7 million. The Company assumed operations of nearly all the wells and of the
gathering system and began planning for increased density development drilling
in the Panoma area.
In January 1997, the Company purchased a 50% interest in a natural gas liquids
processing plant, the McLean Gas Plant, which is connected to the Panoma gas
gathering system, for $2.5 million. The related operating agreement allows the
Company to recoup its investment out of 100% of the net profits of the plant
before reverting to a 50% interest after payout. Management believes that the
acquisition of the McLean Gas Plant allows the Company to capture a portion of
the processing profits on the gas produced at the Panoma Properties that would
otherwise go to third party processors.
In February 1997, the Company entered into an agreement with Burlington
Resources Inc. to purchase certain oil and gas properties located in the Permian
Basin (hereinafter referred to as the "Permian Basin Properties"), consisting of
1,852 producing oil and natural gas wells and associated acreage located
in 25 field areas of West Texas and in 22 field areas of Southeast New Mexico.
On April 30, 1997, the Company closed on the purchase for a net price of
approximately $133 million, including, but not limited to, certain adjustments
for a January 1, 1997 effective date.
On April 29, 1997, the Company received and accepted two new loan commitments
from Bankers Trust Company, as Agent, and Banque Paribas and First Union
National Bank of North Carolina for senior credit facilities for the Company and
several of its subsidiaries. The two new senior credit facilities were
structured as a $130 million revolving line of credit with a term of five years
and a $60 million one year senior subordinated credit facility convertible into
a five year term loan. The new credit facilities were conditioned, among other
things, upon the closing of the Permian Basin Properties from Burlington, which
took place April 30, 1997. The revolving line of credit gives the Company the
flexibility of choosing a range of either "LIBOR" or "Prime" based interest rate
options. This new credit facility replaced the previously existing $100 million
revolving credit facility.
2
<PAGE>
Results of Operations for the Three Month Periods in 1997 and 1996
As discussed above, the Company acquired the Panoma Properties in June, 1996 and
the McLean Gas Plant in January, 1997. As such, the three month period ended
March 31, 1997 included the results of operations from these acquisitions, while
the comparable period ended March 31, 1996 did not. The increases in the 1997
interim period over the 1996 period are, unless otherwise stated, the result of
the acquisition of the Panoma properties and the McLean Gas Plant.
The Company reported net income of $250,000 for the three months ended March 31,
1997 as compared to a net loss of $93,000 in the comparable 1996 period, a
$343,000 improvement. Net income applicable to common shares was $31,000 in the
1997 period, after dividends on preferred stock of $219,000, compared to a loss
applicable to common shares of $265,000 in the 1996 period, after dividends on
preferred stock of $172,000. The dividends on preferred stock were $47,000
higher in the 1997 period due to the issuance of the $10 million 1996 Series A
convertible preferred stock in December, 1996. The Company had income per common
share of a fraction of a cent in the 1997 period compared to a $.02 per share
loss in the 1996 period, which resulted in a $.02 per share improvement.
Oil and natural gas sales were $3,263,000 in the 1997 period, an increase of
$1,883,000, or 136%, over the 1996 period. The Company sold 46,017 barrels of
oil and 972,380 Mcf of gas in the 1997 period, an increase of 1,634 barrels of
oil and 716,632 Mcf of gas over the 1996 period. The price received for oil was
$20.74 per barrel and for gas it was $2.37 per Mcf in 1997, an increase of $2.18
per barrel of oil and $.19 per Mcf of natural gas. The increase in natural gas
volumes sold was principally a result of the Panoma acquisition.
Oil and natural gas production costs increased to $1,597,000 in the 1997 period,
a $1,032,000, or 183%, increase over the 1996 period. The increase in costs were
primarily attributable to the Panoma acquisition. The operating margin from oil
and natural gas production was $1,666,000 in the 1997 period, an increase of
$851,000 over the 1996 period. The increase in operating margin is primarily
attributable to increased volumes of gas sold as a result of the Panoma
acquisition, and, to a lesser extent, higher prices received from the sale of
oil and gas.
Gas gathering, marketing and processing revenues were $3,892,000 in the
1997 period, an increase of $3,151,000, or 425%, over the 1996 period,
principally as a result of the acquisition of the Panoma gas gathering system
and the McLean Gas Plant. Costs from these activities were $2,960,000 in the
1997 period, an increase of $2,316,000, or 360%, over the 1996 period, again a
result of the acquisitions mentioned above. The operating margin from these
activities was $932,000 in the 1997 period versus $97,000 in the 1996 period, an
increase of $835,000, or 861%. As a result of the acquisition of the Panoma
System, total gathering systems throughput increased to 24,745 Mcf per day in
the 1997 period versus 4,402 Mcf per day in the 1996 period. Due to the McLean
Plant acquisition, natural gas processing throughput was 15,303 Mcf per day in
the 1997 period versus none reported in the 1996 period. The operating margin
from gathering operations was $607,000 in the 1997 period, an increase from
$117,000 in the 1996 period, partly as a result of a $408,000 gain from gas
marketing on the Panoma system in March, 1997. The operating margin from natural
gas processing was $325,000 in the 1997 period versus none reported in the 1996
period.
Revenues from oil field services and international sales was $3,471,000 in
the 1997 period, a $3,338,000 increase over the 1996 period, principally due to
an increase in sales by Hunter Butcher International, L.L.C. Cost of oil field
services and international sales increased $3,171,000 to $3,338,000 in the 1997
period, also principally due to Hunter Butcher. The operating margin from these
activities was $133,000 in the 1997 period versus a loss of $34,000 in the 1996
period. The margin from Hunter Butcher operations was $60,000 in the 1997 period
versus $32,000 in the 1996 period. Oil field services produced an operating
margin of $73,000 in the 1997 period versus a loss of $66,000 in the 1996
period.
3
<PAGE>
Depreciation and depletion expense increased to $1,081,000 in the 1997
period, a $575,000, or 114%, increase over the 1996 period, due to the
acquisitions. General and administrative expenses was essentially unchanged from
the previous year.
Operating profit increased to $1,428,000 in the 1997 period from $147,000
in the 1996 period, a $1,281,000, or 871%, increase. Interest expense increased
to $1,068,000 in the 1997 period, a $814,000 increase, due to increased
borrowing under the Company's revolving credit line to fund acquisitions. The
Company provided for deferred income tax of $164,000 in the 1997 period versus
none reported in the 1996 period.
Liquidity and Capital Resources
At March 31, 1997, the Company had $3.1 million in cash and cash equivalents and
$1.6 million in net working capital. Total long-term debt under its revolving
credit agreement at March 31, 1997 was $52.7 million, leaving approximately $5.3
million available to draw under the line after the banks increased the borrowing
base from $55 million to $58 million. Of the $14 million drawn under the
revolving line of credit during the quarter ended March 31, 1997, (i) $2.5
million was used to acquire the McLean Gas Plant, (ii) $10 million was used as a
deposit on the acquisition of the Permian Basin Properties from Burlington
Resources Inc. and (iii) $1.5 million was used for development expenditures.
On April 30, the Company closed on the acquisition of the Permian Basin
Properties for a net purchase price of approximately $133 million. At the same
time, the Company's existing $100 million revolving credit facility was replaced
by two new credit facilities in the total amount of $190 million. The initial
advances under these new facilities totaled $179.5 million, including funds to
complete the Permian Basin Property acquisition, to pay principal and accrued
interest remaining on the $100 million revolving credit facility, and to provide
cash for working capital purposes. The Company has available $10.5 million for
future working capital requirements.
For fiscal 1997, the Company is currently projecting that it will spend
approximately $20 million on development and exploration activities, of which $3
million is budgeted on exploration projects. In addition, with respect to the
recently closed Permian Basin Properties acquisition, the Company projects to
spend approximately $40 million in a development program to enhance an existing
waterflood project in the Westbrook Field located in Mitchell County, Texas.
This capital expenditure is budgeted over a four year period beginning in 1997.
A combination of internally generated funds and debt financing under the
revolving credit facilities will be sufficient to fund these development and
exploration expenditures.
Inflation and Changing Prices
The results of operations and cash flow of Magnum Hunter has been and will
continue to be effected to a certain extent by the volatility in oil and gas
prices. Should Magnum Hunter experience a significant increase in oil and
natural gas prices over a prolonged period, it would expect that there would
also be a corresponding increase in oil and natural gas finding costs, lease
acquisition costs and operating expenses.
4
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MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
March 31,
1997
------------
<S> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3,109
Securities available for sale 226
Accounts receivable
Trade, net of allowance of $134 5,481
Due from affiliates 88
Notes receivable from affiliate 348
Current portion of long-term note receivable 109
Prepaid and other 68
-------------
TOTAL CURRENT ASSETS 9,429
-------------
PROPERTY, PLANT AND EQUIPMENT
Oil and gas properties, full cost method
Proved 459
Unproved 73,319
Pipelines 9,617
Other property 427
-------------
TOTAL PROPERTY, PLANT AND EQUIPMENT 83,822
-------------
Accumulated depreciation, depletion and impairment (5,950)
-------------
NET PROPERTY, PLANT AND EQUIPMENT 77,872
-------------
OTHER ASSETS
Deposits and other assets 10,864
Long-term notes receivable, net of imputed interest 1,688
-------------
TOTAL ASSETS $ 99,853
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade payables and accrued liabilities $ 3,731
Dividends payable 219
Suspended revenue payable 1,139
Current maturities of long-term debt 22
Notes payable 2,699
-------------
TOTAL CURRENT LIABILITIES 7,810
-------------
LONG-TERM LIABILITIES
Long-term debt, less current maturities 52,739
Production payment liability 910
Deferred income taxes 3,620
Minority interest 38
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock-$.001 par value; 10,000,000 shares authorized,
216,000 designated as Series A; 80,000 shares issued and
outstanding,liquidation amount $0 -
1,000,000 shares designated as 1996 Series A Convertible;
1,000,000 issued and outstanding,
liquidation amount $10,000,000 1
Common stock - $.002 par value; 50,000,000 shares authorized,
14,252,822 shares issued and 13,596,883 shares outstanding 29
Additional paid-in capital 39,771
Accumulated deficit (5,111)
Unrealized gain (loss) on investments 47
-------------
37,737
Treasury stock (655,939 shares of common stock) (1)
-------------
TOTAL STOCKHOLDERS' EQUITY 37,736
-------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 99,853
=============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
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MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except for per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------
March 31, March 31,
1997 1996
----------------------------------
<S> <C> <C>
Operating Revenues:
Oil and gas sales $ 3,263 $ 1,380
Gas gathering, marketing and processing 3,892 741
Oil field services and international sales 3,471 133
----------------------------------
Total Operating Revenue 10,626 2,254
----------------------------------
Operating Costs and Expenses:
Oil and gas production 1,597 565
Gas gathering, marketing and processing 2,960 644
Oil field services and international sales 3,338 167
Depreciation and depletion 1,081 506
General and administrative 222 225
----------------------------------
Total Operating Costs and Expenses 9,198 2,107
----------------------------------
Operating Profit 1,428 147
Other income 72 14
Interest expense (1,068) ( 254)
----------------------------------
Net Income (Loss) before income tax and minority interest 432 (93)
Provision for deferred income tax (164) -
---------------------------------
Net Income (Loss) before minority interest 268 (93)
Minority interest in subsidiary earnings (18) -
---------------------------------
Net Income (Loss) 250 (93)
Dividends Applicable to Preferred Stock (219) (172)
---------------------------------
Income (Loss) Applicable to Common Shares $ 31 $ (265)
=================================
Income (Loss) Per Common Share $ 0.00 $ (0.02)
=================================
Common Shares Used in Per Share Calculation 13,687,294 11,607,958
=================================
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
6
<PAGE>
MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
-------------------------------------
1997 1996
-------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 250 $ (93)
Adjustments to reconcile net income (loss) to cash provided by
(used for) operating activities:
Depreciation and depletion 1,081 506
Deferred income taxes 164 -
Minority interest 18 -
Other (119) -
Change in certain assets and liabilities
Accounts and notes receivables (1,040) (109)
Other current assets (16) (49)
Deposits and other assets - (13)
Accounts payable and accrued liabilities 405 359
-------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES
743 601
-------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the sale of assets 145 -
Additions to property and equipment (5,460) (672)
Increase in deposits and other assets (10,249) -
Loan made for promissory note receivable (29) -
Payments received on promissory note receivable 133 -
-------------------------------------
NET CASH USED BY INVESTING ACTIVITIES (15,460) (672)
------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt and production payment 14,000 2,520
Proceeds from short-term notes payable 2,699 -
Payments of principal on long-term debt and production payment (33) (2,408)
Payment of fees on issuance of preferred stock (505) -
Dividends paid (22) (177)
-------------------------------------
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES 16,139 (65)
-------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1,422 (136)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,687 1,544
-------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 3,109 $ 1,408
=====================================
The accompanying notes are an integral part of these consolidated financial statements
</TABLE>
7
<PAGE>
MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1997
(Unaudited)
NOTE 1 - MANAGEMENT'S REPRESENTATION
The consolidated balance sheet as of March 31, 1997, the consolidated statements
of operations for the three months ended March 31, 1997 and 1996, and the
consolidated statements of cash flows for the three month periods then ended are
unaudited. In the opinion of management, all necessary adjustments (which
include only normal recurring adjustments) have been made to present fairly the
financial position, results of operations and changes in cash flows for the
three month periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes
thereto included in the December 31, 1996 annual report on Form 10-KSB for
Magnum Hunter Resources, Inc. (the "Company"). The results of operations for the
three month period ended March 31, 1997, are not necessarily indicative of the
operating results for the full year.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
transactions and balances have been eliminated in consolidation. Certain items
have been reclassified to conform with the current presentation.
NOTE 2 - RECENT EVENTS
During the three month period ended March 31, 1997, 13,556 shares of common
stock were issued to the Company's 401(k) plan, and 62,500 shares of common
stock previously loaned to each of a director and a former officer were returned
of the Company and are being held in the treasury.
During January, 1997, the Company purchased a fifty percent interest in the
McLean Gas Plant, the gas processing facility connected to the Company's Panoma
gas gathering system for $2.5 million. Under the terms of the purchase
agreement, the Company will receive 100% of the net profits of the plant until
it receives the $2.5 million purchase price, at which point its net profits
interest will revert to fifty percent, the Company's ownership position. The
acquisition was funded through the Company's revolving credit agreement with
certain banks.
In February, 1997, the Company entered into a definitive agreement with
Burlington Resources, Inc. to acquire for $143.5 million, subject to certain
purchase price adjustments, effective January 1, 1997, the Permian Basin
Properties consisting of 25 field areas in West Texas and 22 field areas in
Southeast New Mexico containing 1,852 producing oil and natural gas wells. In
accordance with the definitive acquisition agreement, the Company made a
performance deposit of $10 million against the purchase price.
NOTE 3 - SUBSEQUENT EVENTS
On April 30, 1997, the Company closed on the purchase of the Permian Basin
Properties for a net purchase price of approximately $133 million, including,
but not limited to, certain adjustments for a January 1, 1997 effective date.
The Company financed the acquisition of the Permian Basin Properties with a
new $130.0 million credit facility (the "New Credit Facility") and a senior
subordinated credit facility of $60.0 million (the "Term Loan Facility").
Borrowings of $119.5 million under the New Credit Facility and $60.0 million
under the Term Loan Facility were used to pay the $123.0 million balance of the
$133.0 million net purchase price for the Permian Basin Properties, to repay the
8
<PAGE>
$53.7 million in outstanding indebtedness as of April 30, 1997 under the
Company's previous $100.0 million credit facility and to pay the costs
associated with the Permian Basin Acquisition and the related financings.
The New Credit Facility currently bears interest at 9.0% per annum. Upon
repayment of the Term Loan Facility, the New Credit Facility will initially bear
interest at LIBOR plus 1.75% per annum, which would be 7.6% based on the LIBOR
rate at April 30, 1997. The unpaid principal amount under the New Credit
Facility matures on April 30, 2002. At April 30, 1997, the interest rate on the
Term Loan Facility was 11.5% per annum. The Term Loan Facility initally matures
on April 30, 1998, at which time the Company has the option to extend such
facility for an additional five years.
In the event that the borrowings under the New Credit Facility are not
less than $75.0 million on July 15, 1997, the Company is obligated to pay the
lenders an additional fee. In addition, if borrowings under the Term Loan
Facility have not been repaid beginning August 28, 1997, the Company, at various
dates thereafter within the initial one-year term, will incur an increase in
interest rates, and be obligated to pay the lenders additional fees and/or
warrants to purchase common stock of the Company. More specifically, the
interest rate under the Term Loan Facility increases by 1.0% on each of three
specified dates with a maximum interest rate of 15.5%. The Company may also be
obligated to issue equity securities up to a maximum of 5.0% of the fully
diluted common equity of the Company.
9
<PAGE>
PART II -- OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of the stockholders of the Company was held on the 11th day of
March, 1997. The results of the voting for (i) the election of directors, (ii)
the proposal to ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors and (iii) the proposal to amend the Certificate of
Incorporation to change the name of the Company to Magnum Hunter Resources, Inc.
was as follows:
(1) For each director:
Lloyd T. Rochford: 6,958,964 shares voted in favor of the nominee, 882
shares voted against the nominee and 27,568 shares abstained from voting.
Gary C. Evans: 6,958,909 shares voted in favor of the nominee, 937 shares
voted against the nominee and 27,568 shares abstained from voting.
Matthew C. Lutz: 6,956,964 shares voted in favor of the nominee, 2,882
shares voted against the nominee and 27,568 shares abstained from voting.
Gerald D. Bolfing: 6,957,964 shares voted in favor of the nominee, 1,882
shares voted against the nominee and 27,568 shares abstained from voting.
Oscar Lindemann: 6,953,565 shares voted in favor of the nominee, 6,281
shares voted against the nominee and 27,568 shares abstained from voting.
James E. Upfield: 6,955,253 shares voted in favor of the nominee. 4,593
shares voted against the nominee and 27,568 shares abstained from voting.
(2) Ratification of Deloitte and Touche LLP: 6,963,212 shares meeting voted
in favor, and 8,676 shares voted against and 15,526 shares abstained .
(3) Proposal to change the name of the Company: 6,916,834 shares voted in
favor, 37,276 shares voted against and 33,304 shares abstained from voting.
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S> <C> <C> <C>
(b) Reports on Form 8-K
Item No. Items Reported F/S Included Date of Event Date Filed
5 Other None December 23, 1996 January 4, 1997
4 Change in Registrant's
Certifying Accountants None January 20, 1997 January 20, 1997
5 Other None February 28, 1997 March 4, 1997
</TABLE>
10
<PAGE>
SIGNATURE
In accordance with the requirements of the Exchange Act, the Registrant has
caused this Form 10-QSB Report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MAGNUM HUNTER RESOURCES, INC.
By /s/ Gary C. Evans
Gary C. Evans
President, Chief Executive Officer May 7, 1997
and Chief Financial Officer
/s/ David S. Krueger
David S. Krueger
Vice President and
Chief Accounting Officer May 7, 1997
11
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> Mar-31-1997
<CASH> 3,109
<SECURITIES> 226
<RECEIVABLES> 5,615
<ALLOWANCES> (134)
<INVENTORY> 0
<CURRENT-ASSETS> 9,429
<PP&E> 83,822
<DEPRECIATION> (5,950)
<TOTAL-ASSETS> 99,853
<CURRENT-LIABILITIES> 7,810
<BONDS> 53,649
0
1
<COMMON> 29
<OTHER-SE> 34,706
<TOTAL-LIABILITY-AND-EQUITY> 99,853
<SALES> 10,626
<TOTAL-REVENUES> 10,626
<CGS> 7,895
<TOTAL-COSTS> 7,895
<OTHER-EXPENSES> 1,231
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,068
<INCOME-PRETAX> 432
<INCOME-TAX> 164
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 250
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
