<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
---------------
Quarterly Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the Quarterly Period Ended: December 31, 1997
Commission File Number: 0-21900
---------
SUNDANCE HOMES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3111764
- ------------------------------- ----------------------------
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) Number)
1375 East Woodfield Road, Suite 600, Schaumburg, Illinois 60173
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (847) 255-5555
Indicate by check mark whether the registrant 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).
Yes X No
--- ---
Indicate by check mark whether the registrant has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
At February 17, 1998, there were 7,807,000 shares outstanding of the
registrant's Common Stock ($0.01 par value).
<PAGE>
SUNDANCE HOMES, INC.
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
No.
PART I FINANCIAL INFORMATION ---
Item 1. Financial Statements
Consolidated Balance Sheets -
December 31, 1997 (unaudited) and September 30, 1997........1
Consolidated Statements of Income (unaudited) -
three months ended December 31, 1997 and 1996...............2
Consolidated Statements of Cash Flows (unaudited) -
three months ended December 31, 1997 and 1996...............3
Notes to Consolidated Financial Statements.......................4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations .....................8-11
PART II OTHER INFORMATION
Item 1. Legal Proceedings.................................................12
Item 2. Changes in Securities.............................................12
Item 3. Defaults Upon Senior Securities...................................12
Item 4. Submission of Matters to a Vote of Security Holders...............12
Item 5. Other Information.................................................12
Item 6. Exhibits and Reports on Form 8-K..................................12
SIGNATURE PAGE...............................................................13
<PAGE>
PART I. FINANCIAL INFORMATION
As discussed In Note 1 to the Consolidated Financial Statements, certain amounts
for the three months ended December 31, 1997 have been restated.
Item 1. Financial Statements
SUNDANCE HOMES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
(restated)
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
- ------
Cash and cash equivalents $ 3,768 $ 4,615
Real estate inventories 91,024 80,787
Deferred income taxes 440 --
Prepaid expenses and other assets 2,311 1,566
Property and equipment, net 3,305 3,289
Deferred project start-up costs -- 3,726
Income tax receivable 160 565
----------- -----------
Total assets $ 101,008 $ 94,548
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Accounts payable and accrued construction liabilities $ 19,555 $ 23,711
Other accrued expenses 2,291 1,976
Customer deposits 2,094 2,116
Notes payable 48,056 33,087
Notes payable to Principal Shareholder -- --
Deferred income taxes -- 1,604
Subordinated notes payable to Principal Shareholder 4,193 4,193
----------- -----------
Total liabilities 76,189 66,687
----------- -----------
Minority interest (186) (182)
----------- -----------
Shareholders' equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized,
none issued or outstanding -- --
Common stock, $0.01 par value, 20,000,000 shares authorized,
7,807,000 shares issued and outstanding 78 78
Additional paid-in capital 26,977 26,977
Retained earnings (deficit) (2,050) 988
----------- -----------
Total shareholders' equity 25,005 28,043
----------- -----------
Total liabilities and shareholders' equity $ 101,008 $ 94,548
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE>
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
December 31,
-------------------------
1997 1996*
(restated)
---------- ----------
<S> <C> <C>
Residential sales $ 19,420 $ 22,712
Cost of residential sales 17,976 20,875
---------- ----------
Gross profit 1,444 1,837
Selling expenses 1,660 1,897
General and administrative expenses 1,124 898
Income (loss) before provision (benefit) for income taxes (1,340) (958)
Provision (benefit) for income taxes (536) (383)
---------- ----------
Income (loss) before cumulative effect of change in
accounting policy $ (804) $ (575)
---------- ----------
Cumulative effect of change in accounting policy,
net of related tax effect (2,234) -
---------- ----------
Net income (loss) $ (3,038) $ (575)
========== ==========
Net income (loss) per share $ (0.39) $ (0.07)
========== ==========
Weighted average number of shares outstanding 7,807 7,807
========== ==========
</TABLE>
* As discussed in Note 1 to the Consolidated Financial Statements, certain
amounts for the three month period ended December 31,1996 have been reclassified
to conform to the December 31,1997 financial presentation.
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
------------------------------
1997 1996*
(restated)
----------- -----------
<S> <C> <C>
Operating activities:
Income (loss) before cumulative effect of change in
accounting policy $ (804) $ (575)
Adjustments to reconcile net loss to net cash
provided by (used for) operating activities:
Depreciation and amortization 334 392
Deferred income taxes (552) (112)
Minority interest (4) -
Changes in operating assets and liabilities:
Real estate inventories (10,237) 3,370
Prepaid expenses and other assets (745) (655)
Income tax receivables 405 -
Deferred project start up costs - (449)
Accounts payable and accrued construction liabilities (4,156) (10,899)
Other accrued expenses 315 (1,631)
Customer deposits (22) (40)
----------- -----------
Net cash provided by (used for) operating activities (15,466) (10,599)
----------- -----------
Investing activities:
Property and equipment, net (350) (295)
Exercised of stock options - -
----------- -----------
Net cash provided by (used for) investing activities (350) (295)
----------- -----------
Financing activities:
Borrowings under notes payable 32,099 34,300
Repayments of notes payable (17,130) (25,363)
Borrowing under notes payable to Principal Shareholder - -
Repayment of notes payable to Principal Shareholder - -
Proceeds of stock options exercised - -
Contributions from minority interest - -
Distributions to minority interest - (111)
----------- -----------
Net cash provided by (used for) financing activities 14,969 8,826
----------- -----------
Net decrease in cash and cash equivalents (847) (2,068)
Cash and cash equivalents:
Beginning of period 4,615 4,501
----------- -----------
End of period $ 3,768 $ 2,433
=========== ===========
</TABLE>
* As discussed in Note 1 to the Consolidated Financial Statements, certain
amounts for the three month period ended December 31, 1996 have been
reclassified to conform to the December 31, 1997 financial presentation.
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
SUNDANCE HOMES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - PRINCIPLES OF CONSOLIDATION
- ------------------------------------
The accompanying interim consolidated financial statements include the accounts
of Sundance Homes, Inc. and its subsidiaries ("the Company"). These financial
statements are unaudited, but in the opinion of management contain all
adjustments, consisting only of normal recurring adjustments, necessary to
present fairly the financial condition and results of operations of the Company.
The interim consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto for the year ended
September 30, 1997 included in the Company's Annual Report on Form 10-K, as
filed with the Securities and Exchange Commission on December 23, 1997.
The results of operations for the three months ended December 31, 1997 are not
necessarily indicative of the results to be expected for the entire fiscal year.
Reclassification of Results of Operations
Certain amounts for the three months ended December 31, 1996 were reclassified
to conform to the December 31, 1997 financial presentation.
Change in Accounting Principle
Effective October 1, 1997 the Company adopted Statement of Position (SOP) No
98-5, reporting on the costs of start-up activities. Cost of start up activities
and organization costs are expensed as incurred. The cumulative effect of this
change in accounting decreased net assets at October 1, 1997 by $2,234,000.
Restatement of Results of Operations
Residential sales have been adjusted to defer the recognition of certain parking
unit sales until legal title transfers to the buyer.
Gross Profit has been adjusted to reflect the deferral of certain parking unit
sales until legal title transfers to the buyer. Additionally, gross profit has
been adjusted to reflect changes in construction estimates not recognized on a
timely basis and to reflect the change in the Company's method of accounting for
pre-operative start-up costs.
Selling Expenses have been adjusted to reflect the change in the Company's
method of accounting for pre-operative start-up costs.
4
<PAGE>
NOTE 2 - REAL ESTATE INVENTORIES
- --------------------------------
Real estate inventories are summarized as follows (in thousands):
December 31, September 30,
1997 1997
(restated)
-------------- -------------
Work-in-process:
Land and development $42,518 $38,337
Construction inventory 39,379 33,948
Completed homes:
Models 6,898 7,590
Speculative homes 2,229 912
-------------- -------------
$91,024 $80,787
============== =============
Model homes are constructed to help market a development and include allocations
of land and development and other allocable costs. Speculative homes represent
non-model homes which are substantially complete and are not subject to a sales
contract.
Capitalized interest included in real estate inventories at December 31, 1997
and September 30, 1997 aggregated $6.8 million and $6.6 million, respectively.
NOTE 3 - PROPERTY AND EQUIPMENT
- -------------------------------
Property and equipment are summarized as follows (in thousands):
December 31, September 30,
1997 1997
--------------- --------------
Model home upgrades and furnishings $4,617 $4,307
Equipment and furniture 3,170 3,147
Vehicles 393 379
Leasehold improvements 54 52
--------------- --------------
8,234 7,885
Accumulated depreciation 4,929 4,596
--------------- --------------
$3,305 $3,289
=============== ==============
5
<PAGE>
NOTE 4 - NOTES PAYABLE
- ----------------------
Notes and mortgages payable are summarized as follows (in thousands):
December 31, September 30,
1997 1997
---------------- ----------------
Revolving line of credit $45,850 $30,818
Notes payable to land sellers 2,206 2,269
---------------- ----------------
$48,056 $33,087
================ ================
On February 7, 1997 the Company entered into an Amended and Restated Revolving
Credit Loan Agreement (the "Loan Agreement"), with two banks that replaced the
previous financing arrangements with the banks. The Loan Agreement provides a
$60.0 million line of credit. The borrowings are secured by the real estate
assets of the Company, with certain exceptions. Borrowings under the Loan
Agreement bear interest at LIBOR plus 275 basis points for borrowings up to $40
million, and prime plus 1/2% for borrowings in excess of $40 million, plus
certain customary fees. The Loan Agreement is scheduled to mature on February 1,
1999. Available borrowings under the Loan Agreement are reduced by the amount of
letters of credit outstanding. The Loan Agreement includes certain customary
representations and covenants, including restrictions on the Company's ability
to pay dividends and maintenance of certain financial ratios. As of December 31,
1997, the Company had violated certain covenants as set forth in the Loan
Agreement, including those related to the Company's projects exceeding three
stories, and certain financial covenants, specifically, those related to net
worth and net income. The Company believes that it will be able to either cure
these defaults and events of default or revise the terms of the Loan Agreement
or negotiate a replacement facility, but there can be no assurance of such cure,
revised agreement or replacement facility. Failure by the Company to cure these
defaults, revise the terms of the Loan Agreement or negotiate a replacement
facility on a timely basis could have a material adverse effect on the Company's
operations. The subordinated notes payable to the Principal Shareholder, as well
as any interest thereto, are not allowed to be repaid until all defaults are
cured and certain minimum net worth levels are maintained. As of February 13,
1998, the Company was negotiating with its banks in order to provide adequate
funding for the expansion of its Chicago Urban Division including the
construction of a 24-story high rise which would include 5 floors of parking and
17 floors of residential condominium apartments. There can be no assurance that
the Company will be able to secure such financing on acceptable terms.
Notes payable to land sellers are non-interest bearing and are repaid through
application of agreed upon amounts from the proceeds of individual home sale
closings.
6
<PAGE>
NOTE 5 - SHAREHOLDER NOTES PAYABLE
- ----------------------------------
As part of the public offering and recapitalization of the Company on July 9,
1993, the Company issued promissory notes to the Principal Shareholder. The
notes are subordinate to the Company's bank indebtedness, bear interest at
7 1/2% per annum, compounded daily, and originally matured in two equal annual
installments on the first and second anniversaries of the offering. On September
30, 1997, the maturity date of the notes was extended to September 30, 1998.
Payment of the outstanding principal balances are subject to certain
restrictions under the Loan Agreement (Note 4).
NOTE 6 - CONTINGENCIES
- ----------------------
The Company is frequently required, in connection with the development of its
projects, to obtain performance or other maintenance bonds or letters of credit
in lieu thereof. The amount of such obligations outstanding at any time varies
in connection with the Company's pending development activities. These
obligations are typically extinguished through the Company's completion of
specified subdivision improvements and infrastructure. In the event any such
obligations are drawn upon, the Company would be obligated to reimburse the
issuing surety company or bank. There have been no such draws during the three
months ended December 31, 1997 or the year ended September 30, 1997.
The Company currently leases 25,000 square feet of office space under a lease
which terminates on March 31, 1998. A new renewable five year lease for 15,500
square feet which begins April 1, 1998 has been entered into. Certain equipment
is also currently leased under non-cancelable operating leases.
Additionally, the Company is involved in various routine legal proceedings
incidental to the conduct of its business.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion of the Company's results of operations and financial
condition should be read in conjunction with the consolidated interim financial
statements of the Company and the notes thereto contained herein, as well as the
Company's Annual Report on Form 10-K for the year ended September 30, 1997, as
filed with the Securities and Exchange Commission on December 23, 1997.
OVERVIEW
Although the Company experienced reduced revenues for the quarter ended December
31, 1997, as compared to the quarter ended December 31, 1996, the average sales
price per home closed increased by $10,200 from $173,300 in the quarter ended
December 31, 1996 to $183,500 in the quarter ended December 31, 1997. The
primary reason for the increase in the average sales price was due to the
Company's first closings in its new custom suburban project in its Rembrandt
Homes division, which delivered homes from about $380,000 to $580,000. Sales,
which are recognized upon the closing and delivery of homes, decreased $3.3
million or 14.5% to $19.4 million, for the three months ended December 31, 1997,
as compared to $22.7 million for the same period ended December 31, 1996. The
Company closed 107 homes in the quarter ended December 31, 1997 compared to 131
in the quarter ended December 31, 1996.
Gross profit as a percent of sales was 7.4% for the quarter ended December 31,
1997, compared to 7.7% for the same period in 1996. This decrease is
attributable to decreased margins in the Company's Urban Division, partially
offset by increased margins in the Company's Suburban Division.
The sales backlog as of December 31, 1997 increased by 16.7% or $5.4 million to
$37.7 million representing 202 homes at an average sales price of $186,600
compared to $32.3 million representing 186 homes at an average sales price of
$173,700 as of December 31, 1996.
Urban Development
The Company's wholly owned division which develops property under the name
Chicago Urban Properties, Inc. has continued to expand its operations during
Fiscal 1998.
The St. Paul Loft project consisting of 82 loft units is sold out and all units
were delivered prior to December 31, 1997.
The Erie Centre Loft project consisting of 106 units is over 90% sold out and
over 50% of the units were delivered as of December 31, 1997 with the remaining
units scheduled for delivery in the first half of 1998.
The Michigan Avenue Loft project consisting of 60 units is over 90% sold out,
and deliveries are scheduled for spring of 1998.
8
<PAGE>
Immediately contiguous to the Erie Centre Lofts, the Company is constructing a
24-story building which will contain 126 condominium apartments and 251 parking
spaces. This project is currently over 30% sold with initial occupancy scheduled
for early 1999. The Company is currently in discussion with its banks to expand
its current credit facility to finance this project. The Company anticipates
that the financing will be completed during March, 1998, although there can be
no assurances that such financing will be obtained.
In the second quarter of Fiscal 1998 the Company will be offering for sale units
in three new projects located in or near downtown Chicago. These projects
include two new loft conversion projects of 48 and 90 units and one additional
new construction project consisting of 132 units.
Suburban Communities
During the quarter ended December 31, 1997 the Company delivered the last home
in two suburban communities, Deloraine and Spring Lake Farm South. Also during
the quarter, initial home deliveries occurred in Georgian Court, a townhome and
single family development; Hometown at Oswego Square, the Company's
neo-classical development in Oswego and in St. Andrews, the Company's first
custom-home development, located in Vernon Hills.
In the second quarter of Fiscal 1998 the Company will be opening for sale in two
new communities located in the southwest suburbs of Chicago, Walnut Pointe
located in Bolingbrook, and Cedar Creek located in Matteson.
Results of Operations
The following table sets forth, for the three months ended, the percentage of
the Company's residential sales represented by each income statement line item
presented.
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------
December 31, 1997 December 31, 1996*
(restated)
----------------- ------------------
<S> <C> <C>
Residential sales 100.0% 100.0%
Cost of residential sales 92.6% 91.9%
----------------- ------------------
Gross profit 7.4% 8.1%
Selling expenses 8.5% 8.4%
General and administrative expenses 5.8% 4.0%
----------------- ------------------
Income (loss) before provision (benefit) for income taxes and
cumulative effect of change in accounting policy (6.9)% (4.2)%
Provision (benefit) for income taxes (2.8)% (1.7)%
----------------- ------------------
Income (loss) before cumulative effect of change in
accounting policy (4.1)% (2.5)%
Cumulative effect of change in accounting policy, net of
related tax effect (11.5)%
----------------- ------------------
Net income (loss) (15.6)% (2.5)%
================= ==================
</TABLE>
* As discussed in Note 1 to the Consolidated Financial Statements, certain
amounts for the three month periods ended December 31, 1996 have been
reclassified to conform to the December 31, 1997 financial presentation.
9
<PAGE>
Residential Sales
The decrease in sales revenue for the three months ended December 31, 1997, as
compared to the three months ended December 31, 1996, was due primarily to the
reduction in homes closed from 131 during the three months ended December 31,
1996 to 107 in the three months ended December 31, 1997.
Cost of Sales
Cost of sales decreased $2.9 million from $20.9 million to $18.0 million for the
three months ended December 31, 1997 as compared to the three months ended
December 31, 1996. As a percent of sales revenue, cost of sales increased .7%
during the period ended December 31, 1997 compared to the period ended December
31, 1996. The overall decrease in total dollars was primarily due to fewer home
closings.
Selling, General and Administrative Expenses
Selling expenses decreased from $1,897,000 for the three months ended December
31, 1996 to $1,660,000 for the three months ended December 31, 1997. As a
percentage of sales revenue, selling expenses increased from 8.3% to 8.5% for
the three months ended December 31, 1997 as compared to the prior year period.
The increase in selling expenses as a percent of sales was a direct result of
the decrease in sales revenue during the quarter.
General and Administrative expenses increased by $226,000 to $1,124,000 for the
three months ended December 31, 1997 compared to $898,000 for the three months
ended December 31, 1996. This increase was primarily due to certain expenses
related to the Company's Chicago Urban division which was only in the formative
stage during the three month period ended December 31, 1996 and the Company's
new Rembrandt Homes division which began operations in the second quarter of
Fiscal 1997.
Income Taxes
The provision for income taxes for the three months ended December 31, 1997 and
1996 reflect management's estimate of the Company's effective tax rate of
approximately 40%.
Seasonality and Variability in Quarterly Results
The Company has experienced, and expects to continue to experience, significant
seasonal and quarterly variability in residential sales and net income.
10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by or used for operating activities varies from period to
period, due primarily to the Company's houseline inventory activity, land and
building acquisition and development requirements, and in lesser part to the
Company's net income. Net cash used for operating activities for the three
months ended December 31, 1997 increased by approximately $4.9 million to $15.5
million compared to net cash used for operating activities of $10.6 million in
the comparable period in 1996 primarily due to the increase in real estate
inventories and the reduction in accounts payable and accrued construction
liabilities.
On February 7, 1997 the Company entered into an Amended and Restated Revolving
Credit Loan Agreement (the "Loan Agreement"), with two banks that replaced the
previous financing arrangements with the banks. The Loan Agreement provides a
$60.0 million line of credit. The borrowings are secured by the real estate
assets of the Company, with certain exceptions. Borrowings under the Loan
Agreement bear interest at LIBOR plus 275 basis points for borrowings up to $40
million, and prime plus 1/2% for borrowings in excess of $40 million, plus
certain customary fees. The Loan Agreement is scheduled to mature on February 1,
1999. Available borrowings under the Loan Agreement are reduced by the amount of
letters of credit outstanding. The Loan Agreement includes certain customary
representations and covenants, including restrictions on the Company's ability
to pay dividends and maintenance of certain financial ratios. As of December 31,
1997, the Company had violated certain covenants as set forth in the Loan
Agreement, including those related to the Company's projects exceeding three
stories, and certain financial covenants, specifically, those related to net
worth and net income. The Company believes that it will be able to either cure
these defaults and events of default or revise the terms of the Loan Agreement
or negotiate a replacement facility, but there can be no assurance of such cure,
revised agreement or replacement facility. Failure by the Company to cure these
defaults, revise the terms of the Loan Agreement or negotiate a replacement
facility on a timely basis could have a material adverse effect on the Company's
operations. The subordinated notes payable to the Principal Shareholder, as well
as any interest thereto, are not allowed to be repaid until all defaults are
cured and certain minimum net worth levels are maintained. As of February 13,
1998, the Company was negotiating with its banks in order to provide adequate
funding for the expansion of its Chicago Urban Division including the
construction of a 23-story high rise which would include 6 floors of parking and
17 floors of residential condominium apartments. There can be no assurances that
the Company will be able to secure such financing on acceptable terms.
The Company believes that the current facility (as revised or replaced with a
similar facility) together with its cash flow from operations will be sufficient
to fund projected near term requirements including land acquisition and any
relevant market opportunities as well as its plans to expand its inventory of
developed land.
11
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various routine legal proceedings
incidental to the conduct of its business. Management believes that
none of these legal proceedings will have a material adverse impact on
the financial condition or results of operations of the Company.
Item 2. Changes in Securities None
Item 3. Defaults Upon Senior Securities None
Item 4. Submission of Matters to a Vote of
Security Holders None
Item 5. Other Information None
Item 6. Exhibits and Reports on Form 8 - K
Exhibit No. 27.1 - Financial Data Schedule
12
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to this report to be signed on its
behalf by the undersigned thereunto duly authorized.
SUNDANCE HOMES, INC.
By: /S/ Joseph R. Atkin Date: January 14, 1999
--------------------------------
Joseph R. Atkin, Vice President
and Chief Financial Officer
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> DEC-31-1997
<CASH> 3,768
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 91,024
<CURRENT-ASSETS> 97,703
<PP&E> 3,305
<DEPRECIATION> 0
<TOTAL-ASSETS> 101,008
<CURRENT-LIABILITIES> 29,527
<BONDS> 48,056
0
0
<COMMON> 78
<OTHER-SE> 26,977
<TOTAL-LIABILITY-AND-EQUITY> 101,008
<SALES> 19,420
<TOTAL-REVENUES> 19,420
<CGS> 17,976
<TOTAL-COSTS> 20,760
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (1,340)
<INCOME-TAX> (536)
<INCOME-CONTINUING> (536)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (2,234)
<NET-INCOME> (3,038)
<EPS-PRIMARY> (0.39)
<EPS-DILUTED> 0
</TABLE>
