<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
/x/ QUARTERLY REPORT PURSUANT TO 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 FOR THE TRANSITION PERIOD FROM
____________TO_______________
Commission file number 1-11413
ENSERCH EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
Texas 75-2556975
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4849 Greenville Avenue, Suite 1500, Dallas Texas 75206
(Address of principal executive offices) (Zip Code)
214-369-7893
(Registrant's telephone number, including Area Code)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve 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 as of
May 13, 1996: 125,930,426.
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
ENSERCH EXPLORATION, INC.
CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS (UNAUDITED)
Three Months
Ended March 31
--------------------------
1996 1995
-------- --------
(In thousands except
per share amounts)
<S> <C> <C>
Revenues
Natural gas . . . . . . . . . . . . . . . $ 54,101 $ 31,885
Oil and condensate. . . . . . . . . . . . 19,366 8,947
Natural gas liquids . . . . . . . . . . . 1,544 735
Other . . . . . . . . . . . . . . . . . . 400 94
-------- --------
Total. . . . . . . . . . . . . . . . 75,411 41,661
-------- --------
Costs and Expenses
Production and operating. . . . . . . . . 19,592 8,889
Exploration . . . . . . . . . . . . . . . 2,860 2,991
Depreciation and amortization . . . . . . 32,825 19,093
General, administrative and other . . . . 8,251 6,716
Taxes, other than income. . . . . . . . . 6,168 3,408
-------- --------
Total. . . . . . . . . . . . . . . . 69,696 41,097
-------- --------
Operating Income . . . . . . . . . . . . . 5,715 564
Other Income (Expense) - Net. . . . . . . . (1) (24)
Interest Income . . . . . . . . . . . . . . 1,026
Interest and Other Financing Costs. . . . . (5,651) (605)
-------- --------
Income Before Income Taxes. . . . . . . . . 63 961
Income Taxes (Benefit). . . . . . . . . . . (21) 337
-------- --------
Net Income. . . . . . . . . . . . . . . . . $ 84 $ 624
======== ========
Net Income Per Share. . . . . . . . . . . . $ .00 $ .01
======== ========
Weighted Average Shares Outstanding . . . . 125,841 105,821
======== ========
<FN>
See accompanying Notes.
</FN>
</TABLE>
1
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ENSERCH EXPLORATION, INC.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Three Months Ended
March 31
---------------------------
1996 1995
-------- --------
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 84 $ 624
Depreciation and amortization. . . . . . . . . . . . . . . . 32,825 19,093
Deferred income-tax expense. . . . . . . . . . . . . . . . . 1,751 2,043
Other . 871 (8,292)
Changes in current operating assets and liabilities
Accounts receivable. . . . . . . . . . . . . . . . . . . . (3,904) (3,804)
Other current assets . . . . . . . . . . . . . . . . . . . (3,084) (1,889)
Accounts payable . . . . . . . . . . . . . . . . . . . . . (2,349) 1,156
Other current liabilities. . . . . . . . . . . . . . . . . 435 1,679
-------- --------
Net cash flows from operating activities . . . . . . . . . 26,629 10,610
-------- --------
INVESTING ACTIVITIES
Additions to property, plant and equipment . . . . . . . . . (30,085) (47,948)
Sales and retirements of property, plant and equipment . . . 13,604 152
Collection of note receivable from affiliated company. . . . 86,077
Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . (7,320) (7,774)
-------- --------
Net cash flows from (used for) investing activities. . . . (23,801) 30,507
-------- --------
FINANCING ACTIVITIES
Borrowings under bank revolving credit agreement . . . . . . 55,000
Repayment of borrowings under bank revolving credit
agreement . . . . . . . . . . . . . . . . . . . . . . . . (20,000)
Change in temporary advances with affiliated
companies. . . . . . . . . . . . . . . . . . . . . . . . . (31,258) (40,020)
Payments of capital lease obligations. . . . . . . . . . . . (1,100) (676)
Issuance of common stock . . . . . . . . . . . . . . . . . . 30
-------- --------
Net cash flows from (used for) financing activities. . . . 2,672 (40,696)
-------- --------
Net Increase in Cash . . . . . . . . . . . . . . . . . . . . . 5,500 421
Cash at Beginning of Period. . . . . . . . . . . . . . . . . . 1,546 234
-------- --------
Cash at End of Period. . . . . . . . . . . . . . . . . . . . . $ 7,046 $ 655
======== ========
<FN>
See accompanying Notes.
</FN>
</TABLE>
2
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ENSERCH EXPLORATION, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(March 31, 1996 Unaudited)
March 31 December 31
1996 1995
--------- -----------
(In thousands)
<S> <C> <C>
ASSETS
Current Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 7,046 $ 1,546
Accounts receivable - trade . . . . . . . . . . . 59,461 46,749
Accounts receivable - affiliated companies . . . 11,838 20,646
Temporary advances - affiliated companies . . . . 15,398
Other . . . . . . . . . . . . . . . . . . . . . . 17,904 14,820
---------- ----------
Total current assets . . . . . . . . . . . . . 111,647 83,761
---------- ----------
Property, Plant and Equipment (at cost)
Gas and oil properties (full-cost method) . . . . 2,609,960 2,602,454
Other . . . . . . . . . . . . . . . . . . . . . . 20,663 20,684
---------- ----------
Total . . . . . . . . . . . . . . . . . . . . . 2,630,623 2,623,138
Less accumulated depreciation and amortization. . 976,367 952,538
---------- ----------
Net property, plant and equipment . . . . . . . 1,654,256 1,670,600
---------- ----------
Other Assets. . . . . . . . . . . . . . . . . . . . 25,144 22,471
---------- ----------
Total . . . . . . . . . . . . . . . . . . . . $1,791,047 $1,776,832
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable - trade. . . . . . . . . . . . . $ 86,630 $ 95,386
Accounts payable - affiliated companies . . . . . 5,923 6,836
Temporary advances - affiliated companies . . . . 15,860
Current portion of capital lease obligations. . . 3,859 3,859
Other . . . . . . . . . . . . . . . . . . . . . . 9,440 9,005
---------- ----------
Total current liabilities . . . . . . . . . . . 105,852 130,946
---------- ----------
Bank Revolving Credit Agreement . . . . . . . . . . 195,000 160,000
---------- ----------
Capital Lease Obligations . . . . . . . . . . . . . 93,084 94,184
---------- ----------
Deferred Income Taxes . . . . . . . . . . . . . . . 273,369 271,618
---------- ----------
Other Liabilities . . . . . . . . . . . . . . . . . 41,162 37,856
---------- ----------
Company-Obligated Mandatorily Redeemable
Preferred Securities of Subsidiary . . . . . . . 150,000 150,000
---------- ----------
Preferred Stock - authorized 2 million shares, issued
to subsidiary fifteen shares (eliminated in
consolidation) . . . . . . . . . . . . . . . . . .
---------- ----------
Common Shareholders' Equity
Common stock (200,000 shares authorized;
125,928 and 125,883 shares outstanding). . . . . 125,928 125,883
Paid in capital . . . . . . . . . . . . . . . . . 819,739 819,398
Retained deficit. . . . . . . . . . . . . . . . . (12,418) (12,502)
Unamortized restricted stock compensation. . . . . (669) (551)
---------- ----------
Common shareholders' equity . . . . . . . . . . 932,580 932,228
---------- ----------
Total . . . . . . . . . . . . . . . . . . . . . $1,791,047 $1,776,832
========== ==========
<FN>
See accompanying Notes.
</FN>
</TABLE>
3
<PAGE>
<PAGE>
ENSERCH EXPLORATION, INC.
Notes to Condensed Financial Statements
1. Earnings per share applicable to common stock are based on the weighted
average number of common shares outstanding during the period, including
common equivalent shares when dilutive.
2. On April 15, 1996, ENSERCH Corporation announced that it had entered into
a definitive agreement with Texas Utilities Company providing for a
strategic business combination. The merger would be preceded by the
distribution of ENSERCH's 83.4% interest in Enserch Exploration, Inc. to
the ENSERCH shareholders.
3. In the opinion of management, all adjustments (consisting only of normal
recurring accruals) necessary for a fair presentation of the results of
operations for the interim periods included herein have been made.
4
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<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
Enserch Exploration, Inc.:
We have reviewed the accompanying condensed consolidated balance sheet of
Enserch Exploration, Inc. and subsidiaries (the "Company") as of March 31,
1996, and the related condensed statements of consolidated operations and cash
flows for the three months ended March 31, 1996 and 1995. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit in accordance with generally accepted auditing standards, the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to such condensed consolidated financial statements for them to
be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of the Company as of December 31,
1995, and the related statements of consolidated operations, cash flows and
owners' equity for the year then ended (not presented herein); and in our
report dated February 9, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of December 31,
1995, is fairly stated in all material respects, in relation to the
consolidated balance sheet from which it has been derived.
DELOITTE & TOUCHE LLP
Dallas, Texas
May 1, 1996
5
<PAGE>
<PAGE>
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
RESULTS OF OPERATIONS - Enserch Exploration, Inc. (EEX) had first-quarter 1996
net income of $.1 million, compared with $.6 million for the first quarter of
1995. Operating income was $5.7 million for the first quarter of 1996, a
significant improvement from the $.6 million for the first quarter last year.
The improvement reflects increased production for both natural gas and oil and
improved prices for oil.
First-quarter revenues rose to $75 million from $42 million for the same
period in 1995, reflecting a $22 million increase in natural-gas revenues
and an $11 million increase in oil and other revenues. Average daily
natural-gas production of 274 million cubic feet increased 71% over
first-quarter 1995, principally due to production from properties acquired in
a major acquisition in mid-1995. The average price received for natural gas
for the first quarter was $2.17 per thousand cubic feet (Mcf), compared with
$2.22 per Mcf for the 1995 first quarter. Average daily oil production for
the first quarter of 1996 of 11.9 thousand barrels was more than double the
1995 first quarter, primarily due to production from acquired properties and
start-up of production from the Cooper project in the Garden Banks area in the
Gulf of Mexico. Oil sales for the first quarter averaged $17.90 per barrel
versus $16.79 per barrel for the first quarter last year.
Costs and expenses for the first quarter of 1996 totaled $70 million versus
$41 million for the first quarter of 1995. About $21 million of the increase
is attributable to production costs, depreciation and amortization and
production and ad valorem taxes associated with operating properties acquired
in 1995, and some $6 million of the increase is related to direct costs of the
Cooper project. Lower amortization expense as a result of a decline in
production from all other properties mostly offset increases in other expense
categories.
Losses from the Cooper project during ramp-up of production detracted
$3.5 million from operating results for the first quarter this year. Some
operating costs and amortization vary with production, but other costs and the
equipment lease costs are essentially fixed and will decline on a per unit
basis as production increases. Operating results from the Cooper project are
expected to improve as production begins from additional development wells and
the related equipment lease and other fixed costs are spread over greater
production. Based on current prices, the Cooper project is expected to reach
breakeven operating income levels near the end of the second quarter this
year.
Interest and other financing costs of $5.7 million were $5.0 million higher
than in the first quarter last year, resulting primarily from financings
associated with the 1995 acquisition of properties and from interest and
financing costs associated with the fourth-quarter 1995 start-up of the Cooper
project. Interest income of $1.0 million for the first quarter last year
represents interest received on an intercompany note receivable from an
6
<PAGE>
<PAGE>
affiliate of ENSERCH Corporation (ENSERCH) that was repaid during the first
quarter of 1995.
HEDGING ACTIVITIES - EEX manages a portion of the risk associated with
fluctuations in the price of natural gas and oil through the use of hedging
techniques such as gas and oil swaps, collars and futures agreements. In
total, gas and oil price hedging activities reduced revenues for the first
quarter of 1996 by $5.7 million but increased revenues by $2.9 million in the
first quarter of 1995. At March 31, 1996, EEX had outstanding swaps, collars
and futures agreements that were entered into as hedges extending through
December 31, 1996 to exchange payments on 5.2 Bcf of natural gas and
1.2 million barrels of oil. At March 31, 1996, there were $2.2 million of net
unrealized and unrecognized hedging costs based on the difference between the
strike price and the NYMEX futures price for the applicable trading month.
In addition, there were $1.5 million of costs on hedging activities which were
deferred and will be applied as a reduction in revenues in the month of
physical sale of production.
CAPITALIZED COSTS - At year-end 1995 and March 31, 1996, EEX's full-cost
ceiling amount attributable to properties acquired in 1995 exceeded the
unamortized cost of producing properties acquired by some $19 million and
$29 million, respectively, but at June 30 and September 30, 1995, the ceiling
amount was significantly less than the unamortized capitalized costs. EEX
believes that the acquired properties have significant exploration and
development potential and that the unamortized cost of the gas and oil
properties acquired is recoverable from future production. Gas and oil prices
are subject to seasonal and other fluctuations. A decline in prices from
March 1996 levels or other factors, without mitigating circumstances, could
cause a future write-down of capitalized costs and a non-cash charge against
income under the full-cost accounting method cost center ceiling limitation.
The Securities and Exchange Commission has granted a waiver of the full-cost
ceiling limitation on these properties through June 30, 1996.
LIQUIDITY AND FINANCIAL RESOURCES - EEX has funded its activities through cash
provided from operations, borrowings from bank credit facilities and both
operating and capital lease arrangements with an ENSERCH Company.
Cash Flows - Operating activities for the first quarter of 1996 provided net
cash flows of $27 million, a $16 million increase from the $11 million
provided in the first quarter of 1995. Cash flows before changes in operating
assets and liabilities were $35 million in the first quarter this year versus
$22 million for the 1995 first quarter.
Investing activities required net cash flows of $24 million, compared with
$31 million provided in the year-ago period, which included $86 million from
the collection of a note receivable from an affiliated company. Capital
spending was $18 million less than in the first quarter last year, and cash
proceeds from sales and retirements of property, plant and equipment provided
$13 million more than in the first quarter of 1995. Planned property, plant
and equipment additions for 1996 total $187 million, compared with 1995
additions of $189 million.
7
<PAGE>
<PAGE>
EEX intends to utilize substantially all of its internally generated cash
flows for growth of the business. Internally generated cash flows may be
supplemented by borrowings to fund temporary cash deficiencies. EEX has a
$350 million four-year revolving credit agreement, $155 million of which was
unused at March 31, 1996. In addition, EEX has a $50 million borrowing
arrangement with ENSERCH to meet working capital needs, which was unused at
March 31, 1996. EEX does not anticipate paying cash dividends in the
foreseeable future.
Capital Structure - Total capitalization at March 31, 1996 was $1.4 billion
versus $1.3 billion at year-end 1995. Common shareholders' equity at
March 31, 1996 was 68% of capitalization, compared with 70% at the end of
1995. In addition, EEX is obligated under operating lease arrangements with
ENSERCH companies for the facilities used on the Cooper project.
SALE OF PROPERTIES - EEX is currently offering its Rocky Mountain area
properties for sale. These properties were mostly acquired as part of the
major acquisition in 1995 and are being offered for sale because they are not
within the core area of EEX's other properties. Total reserves for the Rocky
Mountain properties at January 1, 1996, as estimated by DeGolyer and
MacNaughton, independent petroleum consultants, were 223 billion cubic feet
of natural gas equivalent (Bcfe), of which 169 Bcfe were proved. Production
from these properties in 1995 averaged 40 million cubic feet of natural-gas
equivalent per day. The sale of these properties is expected to be concluded
around mid-year 1996. EEX intends to use the proceeds from the sale to reduce
debt.
RECENT EVENT - On April 15, 1996, ENSERCH announced that it had entered into
a definitive agreement with Texas Utilities Company (TUC) to merge. As a
result of this strategic action, the ENSERCH business units Lone Star Gas
Company and Lone Star Pipeline Company, the local distribution and pipeline
companies of ENSERCH, and other businesses will become a part of TUC. Prior
to the merger, ENSERCH's 83.4% interest in its subsidiary, EEX, will be spun
off to ENSERCH shareholders.
The agreement is subject to approval by ENSERCH shareholders and the
Securities and Exchange Commission under the Public Utilities Holding
Companies Act of 1935, a filing with the Railroad Commission of Texas and the
requisite notifications with the Federal Trade Commission and the Department
of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
The agreement is also subject to a favorable ruling from the Internal Revenue
Service as to the tax-free nature of the distribution of EEX shares.
8
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
ENSERCH EXPLORATION, INC.
SUMMARY OF OPERATING DATA (UNAUDITED)
Three Months
Ended March 31
-----------------------
1996 1995
------- -------
<S> <C> <C>
Operating Income (in millions). . . . . . . $ 5.7 $ .6
======= =======
Revenues (in millions)
Natural gas . . . . . . . . . . . . . . . $ 54.1 $ 31.9
Oil and condensate . . . . . . . . . . . 19.4 9.0
Natural gas liquids . . . . . . . . . . . 1.5 .7
Other . . . . . . . . . . . . . . . . . . .4 .1
------- -------
Total. . . . . . . . . . . . . . . . . $ 75.4 $ 41.7
======= =======
Sales Volumes
Natural gas (MMcf) . . . . . . . . . . . 24,971 14,361
Oil and condensate (MBbls). . . . . . . . 1,082 533
Natural gas liquids (MBbls) . . . . . . . 166 66
Total volumes (MMcfe) (a) . . . . . . . 32,459 17,955
Average Sales Price
Natural gas (per Mcf) . . . . . . . . . . $ 2.17 $ 2.22
Oil and condensate (per Bbl). . . . . . . 17.90 16.79
Natural gas liquids (per Bbl) . . . . . . 9.30 11.14
Total (per Mcfe) (a). . . . . . . . . . 2.31 2.32
Cost and Expenses (per Mcfe) (a)
Production and operating (b). . . . . . . $ .60 $ .50
Exploration . . . . . . . . . . . . . . . .09 .17
Depreciation and amortization . . . . . . 1.01 1.06
General, administrative and other . . . . .25 .37
Taxes, other than income. . . . . . . . . .19 .19
Net Wells
Drilled . . . . . . . . . . . . . . . . . 18 15
Productive. . . . . . . . . . . . . . . . 17 10
<FN>
(a) Oil and natural gas liquids are converted to Mcf equivalents (Mcfe) on the
basis of one barrel equals 6.0 Mcfe.
(b) Excludes related production, severance and ad valorem taxes.
</FN>
</TABLE>
9
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders was held on May 14, 1996. All of
the nominees for director, as listed in the Company's proxy statement,
were elected with the following vote:
<TABLE>
<CAPTION>
Shares Broker
Voted Shares Non-
"For" "Withheld" Votes
----------- ---------- ---------
<S> <C> <C> <C>
D. W. Biegler 122,374,578 23,735 0
F. S. Addy 122,375,487 22,826 0
B. A. Bridgewater, Jr. 122,375,715 22,598 0
G. J. Junco 122,375,667 22,646 0
</TABLE>
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
EXHIBIT (15) - Letter of Deloitte & Touche LLP dated
May 14, 1996, regarding unaudited
interim financial statements
(b) Report on Form 8-K
Current Report on Form 8-K dated January 16, 1996. (News Releases
dated January 16, 1996: (1) Results of Green Canyon 254 Well and (2)
Developments at Garden Banks 388.)
Current Report on Form 8-K dated February 1, 1996. (News Release
dated February 1, 1996: Resignation of Joseph T. Williams.)
10
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENSERCH EXPLORATION, INC.
(Registrant)
Dated May 14, 1996 By /s/J. Philip McCormick
----------------------------------------
J. Philip McCormick
Senior Vice President and
Chief Financial Officer
Dated May 14, 1996 By /s/J. W. Pinkerton
----------------------------------------
J. W. Pinkerton
Vice President and Controller
11
<PAGE>
EXHIBIT (15)
Enserch Exploration, Inc:
We have made a review, in accordance with standards established by the
American Institute of Certified Public Accountants, of the unaudited interim
condensed consolidated financial information of Enserch Exploration, Inc.
and subsidiaries for the periods ended March 31, 1996 and 1995, as indicated
in our report dated May 1, 1996; because we did not perform an audit, we
expressed no opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended March 31, 1996, is
incorporated by reference in Registration Statements No. 33-57715 and
No. 33-60587 on Form S-8.
We also are aware that the aforementioned report, pursuant to Rule 436(c)
under the Securities Act, is not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that
Act.
DELOITTE & TOUCHE LLP
Dallas, Texas
May 14, 1996
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000931006
<NAME> ENSERCH EXPLORATION, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1996
<CASH> 7,046
<SECURITIES> 0
<RECEIVABLES> 86,697
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 111,647
<PP&E> 2,630,623
<DEPRECIATION> 976,367
<TOTAL-ASSETS> 1,791,047
<CURRENT-LIABILITIES> 105,852
<BONDS> 195,000
150,000
0
<COMMON> 945,667
<OTHER-SE> (13,087)
<TOTAL-LIABILITY-AND-EQUITY> 1,791,047
<SALES> 0
<TOTAL-REVENUES> 75,411
<CGS> 0
<TOTAL-COSTS> 69,696
<OTHER-EXPENSES> 1
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,651
<INCOME-PRETAX> 63
<INCOME-TAX> (21)
<INCOME-CONTINUING> 84
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
