<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10485
TYLER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 75-2303920
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2121 SAN JACINTO STREET
SUITE 3200, DALLAS, TEXAS 75201
(Address of principal executive offices)
(Zip code)
(214) 754-7800
(Registrant's telephone number, including area code)
NONE
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares of common stock of registrant outstanding at
May 10, 1996: 19,875,454
Page 1
<PAGE> 2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
TYLER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31 March 31
1996 1995 1995
------------ ------------ ------------
<S> <C> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 12,647,000 $ 3,247,000 $ 1,627,000
Accounts receivable (less allowance
for losses of: 3/31/96 - $441,000;
12/31/95 - $396,000; 3/31/95 -
$708,000) 8,915,000 16,250,000 9,512,000
Amount due from Union
Acquisition Corporation -- 7,599,000 -
Merchandise inventories 22,044,000 22,258,000 24,188,000
Income tax receivable 4,374,000 4,361,000 2,538,000
Prepaid expense 5,274,000 5,529,000 2,456,000
Deferred income tax benefit 1,406,000 1,406,000 3,981,000
------------ ------------ ------------
Total current assets 54,660,000 60,650,000 44,302,000
Net assets of discontinued operations (1) -- -- 99,338,000
Property, plant and equipment, at cost 16,260,000 16,062,000 16,526,000
Less allowance for depreciation 6,714,000 6,376,000 5,598,000
------------ ------------ ------------
9,546,000 9,686,000 10,928,000
Other assets
Goodwill and other intangibles 53,688,000 54,265,000 57,219,000
Sundry 3,397,000 4,036,000 3,190,000
------------ ------------ ------------
57,085,000 58,301,000 60,409,000
------------ ------------ ------------
$121,291,000 $128,637,000 $214,977,000
============ ============ ============
</TABLE>
See accompanying notes.
- 2 -
<PAGE> 3
TYLER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
(Unaudited)
<TABLE>
<CAPTION>
March 31 December 31 March 31
1996 1995 1995
------------ ------------ ------------
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 6,773,000 $ 7,587,000 $ 8,122,000
Accrued liabilities 9,659,000 15,972,000 16,681,000
------------ ------------ ------------
Total current liabilities 16,432,000 23,559,000 24,803,000
Deferred income tax 8,058,000 8,058,000 8,084,000
Other liabilities 3,525,000 3,658,000 5,058,000
Long-term debt -- -- 68,050,000
Commitments and contingencies (2)
Shareholders' equity
Common stock ($.01 par value, 50,000,000
shares authorized, 21,309,277 shares
issued) 213,000 213,000 213,000
Capital surplus 48,538,000 48,538,000 48,575,000
Retained earnings 51,161,000 51,247,000 66,899,000
------------ ------------ ------------
99,912,000 99,998,000 115,687,000
Less treasury shares, at cost: (3/31/96 -
1,433,823; 12/31/95 - 1,433,783;
3/31/95 - 1,447,178) 6,636,000 6,636,000 6,705,000
------------ ------------ ------------
Total shareholders' equity 93,276,000 93,362,000 108,982,000
------------ ------------ ------------
$121,291,000 $128,637,000 $214,977,000
============ ============ ============
</TABLE>
See accompanying notes.
- 3 -
<PAGE> 4
TYLER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31
----------------------------
1996 1995
------------ ------------
<S> <C> <C>
Net sales $ 30,764,000 $ 30,477,000
Costs and expenses
Cost of sales 14,204,000 14,230,000
Selling, general and administrative
expenses 16,817,000 18,441,000
Interest (income) expense, net (70,000) 660,000
------------ ------------
30,951,000 33,331,000
------------ ------------
Loss from continuing operations
before income tax benefit (187,000) (2,854,000)
Income tax benefit (101,000) (1,455,000)
------------ ------------
Loss from continuing operations (86,000) (1,399,000)
Income from discontinued operations,
net of income tax (1) -- 78,000
------------ ------------
Net loss $ (86,000) $ (1,321,000)
============ ============
Loss per common share
Continuing operations $ .00 $ (.07)
Discontinued operations -- .00
------------ ------------
Net loss per common share $ .00 $ (.07)
============ ============
Average shares outstanding during
the period 19,875,000 19,861,000
</TABLE>
See accompanying notes.
- 4 -
<PAGE> 5
TYLER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31
---------------------------
1996 1995
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net loss $ (86,000) $ (1,321,000)
Adjustments to reconcile net loss
to net cash provided (used) by operations
Depreciation and amortization 1,023,000 1,158,000
Provision for losses on
accounts receivable 60,000 71,000
Decrease in accounts receivable 7,275,000 9,958,000
Decrease in inventories 214,000 758,000
Increase in income tax receivable (13,000) (2,538,000)
Decrease in prepaid expense 255,000 561,000
Decrease in accounts payable (814,000) (397,000)
Decrease in accrued liabilities (4,993,000) (268,000)
Decrease in income tax payable -- (947,000)
Decrease in other liabilities (133,000) (33,000)
Discontinued operations-noncash charges
and working capital changes -- (7,416,000)
------------ -----------
Net cash provided (used) by operations 2,788,000 (414,000)
------------ -----------
Cash flows from investing activities
Net amount due from Union
Acquisition Corporation 7,599,000 --
Additions to property, plant and
equipment (664,000) (303,000)
Cost of acquisition (1,320,000) --
Proceeds from disposal of property,
plant and equipment 358,000 --
Investing activities of discontinued
operations -- (3,872,000)
Other 639,000 (236,000)
------------ -----------
Net cash provided (used)
by investing activities 6,612,000 (4,411,000)
------------ -----------
Cash flows from financing activities
Long-term borrowings -- 4,550,000
Issuance of common stock -- 5,000
------------ -----------
Net cash provided by
financing activities -- 4,555,000
------------ -----------
Net increase (decrease) in cash
and cash equivalents 9,400,000 (270,000)
Cash and cash equivalents at beginning
of period 3,247,000 1,897,000
------------ -----------
Cash and cash equivalents at end of period $ 12,647,000 $ 1,627,000
============ ===========
Supplemental disclosures
Interest paid $ 1,000 $ 1,012,000
Income tax (received) paid $ (268,000) $ 2,011,000
</TABLE>
See accompanying notes.
- 5 -
<PAGE> 6
Tyler Corporation
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) Discontinued Operations
On December 1, 1995, Tyler Corporation ("the Company") sold all the
outstanding capital stock of Swan Transportation Company ("Swan") to
Union Acquisition Corporation ("Union"), an Alabama corporation. In
the same transaction, Tyler Pipe Industries, Inc. ("Tyler Pipe"), a
wholly owned subsidiary of the Company, sold substantially all of its
assets to Union, and Union assumed substantially all the liabilities of
Tyler Pipe. The results of these entities are included as discontinued
operations. The assets Tyler Pipe sold and the liabilities Union
assumed included all those relating to Tyler Pipe's business of
manufacturing and marketing cast iron pipe and fittings, excluding cash
and certain other assets and liabilities. Swan is a motor-carrier
company that provided transportation services to Tyler Pipe prior to the
closing.
Union agreed to purchase the stock of Swan and assets of Tyler Pipe for
total consideration of $85,000,000 based on a July 1, 1995, balance
sheet, including a $15,000,000 Promissory Note payable to Tyler Pipe
subject to adjustment for net cash distributions to the Company from
Tyler Pipe from July 1, 1995, through the closing date and certain other
items. Tyler Pipe distributed approximately $17,700,000 to the Company
from July 1, 1995, through closing. At the closing, Tyler Pipe received
$58,540,000 in cash which was used primarily to reduce the Company's
bank debt. In January 1996, Tyler Pipe paid Union $6,864,000 to adjust
the purchase price principally for seasonal working capital reductions
in the fourth quarter of 1995 through the closing, and sold the
Promissory Note for $14,463,000.
The net assets of discontinued operations at March 31, 1995, consist
principally of working capital (including accounts receivable,
inventories, accounts payable and accrued liabilities), property, plant
and equipment, and intangibles and other assets of Tyler Pipe. Net
sales of discontinued operations for the three months ended March 31,
1995, were $49,816,000. Results of discontinued operations include
interest expense on debt associated with discontinued operations of
$845,000 for the three months ended March 31, 1995.
Income tax of $81,000 has been provided on discontinued operations based
on the income tax resulting from inclusion of the discontinued segment
in the Company's consolidated federal income tax return.
Subsequent to the closing, Tyler Pipe was renamed TPI of Texas, Inc.
("TPI"). TPI is subject to various environmental laws and regulations
and, as such, is involved in environmental matters related to the
manufacturing operations conducted prior to the sale of TPI. TPI is
also involved in legal actions, including allegations of anticompetitive
business practices and claims arising in the ordinary course of
business. Certain contingent liabilities related to these matters were
retained by TPI in the transaction. See "Commitments and Contingencies"
footnote.
- 6 -
<PAGE> 7
(2) Commitments and Contingencies
The New Jersey Department of Environmental Protection and Energy
("NJDEPE") has alleged that a site where a former affiliate of TPI of
Texas, Inc. (formerly named Tyler Pipe Industries, Inc.) ("TPI"),
Jersey-Tyler Foundry Company ("Jersey-Tyler"), once operated a foundry
contains lead and possible other priority pollutant metals and may need
on- site and off-site remediation. The foundry was operated on the site
from the early part of this century to 1969 when it was acquired by
Jersey-Tyler. Jersey-Tyler operated the foundry from 1969 to 1976, at
which time the foundry was closed. Subsequently, the property was sold
to other persons who have operated a salvage yard on the site. TPI and
the NJDEPE have agreed to an administrative consent order for TPI to
perform a remedial investigation. While TPI has not committed to
further action, it is probable that the NJDEPE will seek to require TPI
to remediate the site. TPI denies liability because it never owned the
property. In connection with the sale of the assets of TPI to Union, an
affiliate of McWane, Inc., on December 1, 1995, pursuant to an
acquisition agreement among the Company, TPI and Union (the "Acquisition
Agreement"), Union agreed to manage and direct the prosecution or
defense of these matters on behalf of TPI. In addition, Union agreed to
reimburse TPI the first $3,000,000 of certain costs and expenses
incurred in connection with the investigation or remediation of the
site, and one-half of such expenses in excess of $3,000,000. Under any
circumstances, however, the maximum amount that Union agreed to
reimburse TPI in connection with this matter is $6,500,000. Union, on
behalf of TPI, is proceeding against predecessor owners and operators of
the site, as well as others, to bear their share of the cost of the
investigation and any other costs, including any remediation incurred by
TPI. Some costs may also be covered by insurance although the insurance
carriers are expected to deny coverage. TPI expects Union, on its
behalf, to proceed against such insurance carriers seeking coverage of
remediation costs. Environmental consultants have been engaged to
estimate the extent of environmental contamination.
In June 1992 Anaheim Foundry Co. ("Anaheim") sued TPI in federal
district court in the Central District of California alleging that TPI
violated various antitrust laws and making other common law claims of
anticompetitive business practices. Anaheim seeks unspecified actual
damages (which may be trebled under antitrust laws), punitive damages,
attorneys' fees and injunctive relief. Union, on behalf of TPI, is
defending this lawsuit vigorously.
On January 18, 1988, the Environmental Protection Agency ("EPA")
notified TPI that it is a potentially responsible party at the Novak
Sanitary Landfill Superfund site in Lehigh County, Pennsylvania (the
"Novak Site"). A number of other potentially responsible parties have
also been identified and notified by the EPA. While TPI has
participated in the
- 7 -
<PAGE> 8
costs of a remedial investigation and feasibility study, Union, on
behalf of TPI, is contesting its inclusion on the list of potentially
responsible parties based upon the nonhazardous character of the wastes
it sent to the site.
Pursuant to the Acquisition Agreement, Union agreed to manage and direct
the prosecution or defense of certain matters on behalf of TPI,
including but not limited to the Anaheim suit and remediation of the
Novak Site, and to reimburse related costs and expenses. Union agreed
to reimburse TPI the first $750,000 of all costs and expenses incurred
in connection with each such matter, and one-half of such expenses in
excess of $750,000. The maximum amount that Union agreed to reimburse
TPI in connection with all of these matters excluding Jersey-Tyler is
$8,000,000.
Although it is impossible to predict the outcome of legal or regulatory
proceedings, based on the Company's negotiations and activities before
the sale of TPI's business, the Company believes that substantially all
of the costs, expenses and damages, if any, resulting from the legal
proceedings and environmental matters described above will be reimbursed
by Union pursuant to the Acquisition Agreement.
In connection with the sale of assets of Tyler Pipe, the Company
retained some additional legal exposure. However, the Company believes
that the resolution of any potential legal proceedings would not be
material.
In June 1995 Forest City was sued by a former executive in the Court of
Common Pleas of Cuyahoga County, Ohio alleging that Forest City
terminated the plaintiff because of his age and making other common law
claims arising out of his termination. The plaintiff seeks damages in
excess of $16,000,000. Forest City is defending this lawsuit
vigorously. The case has subsequently been moved to federal district
court in Cleveland. The Company expects that the outcome of this
lawsuit will not have a material adverse effect on its consolidated
financial position or results of operations and believes that any
amounts paid in connection with this lawsuit will be covered by
insurance.
Other than ordinary course, routine litigation incidental to the
business of the Company and except as described herein, there are no
material legal proceedings pending to which the Company or its
subsidiaries are parties or to which any of its properties are subject.
- 8 -
<PAGE> 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Analysis of Results of Continuing Operations
The operations data for 1995 exclude the results of operations of Tyler Pipe
unless otherwise stated. Interest expense in the first quarter of 1995 has
been charged to discontinued operations based on debt associated with
discontinued operations. Continuing operations consist principally of the
operations of Forest City and Institutional Financing Services.
The Company's per share results were breakeven for the first quarter of 1996
compared to a loss of $1.3 million, or $.07 per share, in the year-earlier
period. Sales were $30.8 million, up 1% from $30.5 million in 1995.
Sales at Forest City for the first quarter rose 3% from the comparable period
in 1995. Same-store sales for the period increased 5%. While this year's
winter included heavy snows, temperatures which are the principal factor
affecting component failures were not unusually cold. Improvements for the
quarter were led by increases at the company's Illinois and Milwaukee
locations. Higher sales coupled with a modest operating margin increase to
produce a significant increase in operating profit. Forest City closed one
store during the quarter and had 63 locations as of March 31, 1996.
For the three months ended March 31, 1996, IFS sales fell 2% due to slightly
lower domestic sales and its 1995 withdrawal from its international markets.
School fund-raising activities were hampered during the winter by numerous
snowstorms resulting in lost selling days. Nearly offsetting the decline was a
one-week earlier Easter which raised March sales. IFS recorded a small
operating profit for the first quarter versus a $1.0 million loss for the
three-month period last year. The curtailment of the company's international
operations provided one-third of the profit advance. The balance related to
domestic operations where IFS undertook several initiatives during 1995 which
also benefited the first quarter of 1996. These programs boosted productivity
and reduced shipping costs. In addition, IFS expects significantly lower sales
for the seasonally slow second quarter due to an earlier Easter in 1996 and
sluggish Mother's Day sales.
The Company had much lower corporate expense for the first quarter of 1996.
Two-thirds of the savings related to a gain produced through the sale of an
asset. Other reductions occurred in salary expense, depreciation expense and
various employee benefit expenses.
As of March 31, 1996, the Company had $12.6 million in cash and no debt. The
Company reported modest interest income for the quarter compared to $.7 million
of interest expense for the same period last year. Although
- 9 -
<PAGE> 10
proceeds from the sale of Tyler Pipe eliminated the Company's outstanding debt,
accounting conventions caused a large portion of interest expense to be
allocated to continuing operations in 1995.
Tyler Corporation's effective tax rate was 54% compared to 51% in the first
quarter of 1995.
March 31, 1996 vs. December 31, 1995
Cash and cash equivalents increased $9.4 million primarily due to the
settlement of outstanding amounts at December 31, 1995, related to the sale of
Tyler Pipe and seasonal working capital declines. In January 1996, TPI paid
Union $6.9 million to adjust the purchase price principally for seasonal
working capital reductions in the fourth quarter of 1995 through the closing,
and sold the Promissory Note for $14.5 million. A substantial seasonal working
capital decrease occurred at IFS, offset somewhat by a modest increase in
working capital at Forest City. Historically, IFS generates approximately 60%
of its sales in the fall, with working capital increasing in the last six
months of the year and subsequent liquidations occurring in the first half of
the following year.
In connection with the 1991 acquisition of Forest City, the Company made a
final payment of $1.3 million in the first quarter of 1996 to former
shareholders and executives of Forest City as the result of achieving certain
cumulative profit objectives. The amount paid was accrued at December 31,
1995.
March 31, 1996 vs. March 31, 1995
Cash flow, combining the $.1 million net loss with depreciation and
amortization charges of $1.0 million, improved $1.1 million from the first
quarter of 1995. Working capital at March 31, 1996, rose $18.7 million from
March 31, 1995, principally due to the cash retained from the sale of Tyler
Pipe which eliminated the Company's debt and significantly lower accrued
liabilities.
Inventories decreased at both Forest City and IFS from March 31, 1995. Forest
City store locations have declined from 65 locations at March 31, 1995 to 63
locations at March 31, 1996. IFS inventory is down due to an earlier Easter in
1996, which resulted in more Easter-related sales being shipped in the first
quarter of 1996 as compared with first quarter 1995.
Income tax receivable increased mainly due to the tax benefit associated with
the loss on the sale of Tyler Pipe.
In connection with the sale of Tyler Pipe to Union on December 1, 1995, and
pursuant to the terms of the acquisition agreement among the Company, Tyler
Pipe and Union, the Company froze benefit accruals for all Tyler Pipe
- 10 -
<PAGE> 11
employees and agreed to transfer the benefit obligation relating to the Tyler
Pipe employees and the related assets to a new plan established by Union ("the
Union Plan"). As a result, in April of 1996 the Company transferred the Tyler
Pipe employees' obligation and related asset amounts of $52.8 million and $57.8
million, respectively, to the Union Plan. The Company's prepaid expense at
March 31, 1996, and December 31, 1995, includes the related prepaid asset
increase of approximately $2.5 million resulting from the curtailment gain
relating to this transaction which was recognized in December 1995. The Company
expects to seek approval to terminate the defined benefit pension plan and to
record a loss of approximately $3.0 to $4.0 million upon settlement of the plan
obligation later in the year. However, because the plan is overfunded, the
Company does not anticipate any cash contributions will be necessary to
terminate the Plan.
Prior to the sale of Tyler Pipe to Union on December 1, 1995, the Company
maintained a savings and investment plan primarily for the employees at Tyler
Pipe and certain other employees of the Company. As a result of the sale, the
Company ceased substantially all contributions as of December 1, 1995. The
Company transferred all Tyler Pipe employee account balances to a new plan
established by Union in the first quarter of 1996 and anticipates terminating
the remaining savings and investment plan sometime in 1996 after obtaining all
necessary governmental approvals. Substantially all expenses relating to the
savings and investment plan are included in discontinued operations.
The deferred income tax benefit decline from March 31, 1995 is due to
recognizing benefit of foreign abandonment losses recorded in 1994 and deferred
tax related to the pension plan curtailment gain recorded in December 1995.
Accrued liabilities were higher at March 31, 1995, principally due to accrued
interest on bank debt at corporate, accrued salaries and commissions related to
IFS' international markets and the earnout accrual at Forest City.
-11-
<PAGE> 12
********************
The above unaudited information in the opinion of the Company's management
includes all adjustments which the Company considers necessary for a fair
summarized presentation of the condensed consolidated balance sheets at March
31, 1996 and 1995, the condensed consolidated results of operations for the
three months ended March 31, 1996 and 1995, and the condensed consolidated cash
flows for the three months ended March 31, 1996 and 1995. The consolidated
results of operations for the three months ended March 31, 1996, are not
necessarily indicative of the results of operations for the full year.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
12 Ratio of Earnings
to Fixed Charges
</TABLE>
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<PAGE> 13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TYLER CORPORATION
By: /s/Linda K. Hill
------------------------------
Linda K. Hill, Vice President,
Controller, Treasurer and
Assistant Secretary -
principal financial officer,
principal accounting officer
and an authorized signatory
Date: May 13, 1996
-13-
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
12 Ratio of Earnings to Fixed Charges
27 Financial Data Schedule
</TABLE>
<PAGE> 1
Exhibit 12
TYLER CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (1)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
------------------
<S> <C>
Income as adjusted:
Loss from operations before income tax benefit $ (187)
Interest expense 26
Rental expense interest factor 255
--------
Income as adjusted $ 94
========
Fixed charges:
Interest expense $ 26
Rental expense interest factor 255
--------
$ 281
========
Ratio of earnings to fixed charges -(2)
</TABLE>
(1)For purposes of computing the ratio of earnings to fixed charges and
preferred stock dividends, income as adjusted consists of the loss from
continuing operations before income tax benefit, plus fixed charges. Fixed
charges consist of interest on all indebtedness and the portion of rental
expense that the Company believes to be representative of interest. For the
periods indicated, no preferred stock of the Company was outstanding.
(2)The loss from operations before income tax benefit was inadequate to cover
fixed charges by $187,000.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 12,647,000
<SECURITIES> 0
<RECEIVABLES> 9,356,000
<ALLOWANCES> 441,000
<INVENTORY> 22,044,000
<CURRENT-ASSETS> 54,660,000
<PP&E> 16,260,000
<DEPRECIATION> 6,714,000
<TOTAL-ASSETS> 121,291,000
<CURRENT-LIABILITIES> 16,432,000
<BONDS> 0
<COMMON> 213,000
0
0
<OTHER-SE> 93,063,000
<TOTAL-LIABILITY-AND-EQUITY> 121,291,000
<SALES> 30,764,000
<TOTAL-REVENUES> 0
<CGS> 14,204,000
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 16,817,000
<LOSS-PROVISION> 60,000
<INTEREST-EXPENSE> 26,000
<INCOME-PRETAX> (187,000)
<INCOME-TAX> (101,000)
<INCOME-CONTINUING> (86,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (86,000)
<EPS-PRIMARY> 0.00
<EPS-DILUTED> 0.00
</TABLE>
