<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1995
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 1-7399
TCC INDUSTRIES, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Texas 74-1366626
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
816 Congress Avenue, Suite 1250, Austin, TX 78701
-----------------------------------------------------
(Address of principal executive offices) (Zip code)
(512) 320-0976
-----------------------------------------------------
(Registrant's telephone number, including area code)
-----------------------------------------------------
(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
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: 2,759,115 shares as
of May 12, 1995.
<PAGE> 2
Part I. Contents of Consolidated Financial Information:
<TABLE>
<CAPTION>
PAGE NUMBER(S)
----------------------------
<S> <C>
Consolidated Balance Sheets 1 - 2
Consolidated Statements of Operations 3
Condensed Consolidated Statements of Cash Flows 4
Consolidated Statement of Shareholders' Equity 5
Notes to Consolidated Financial Statements 6 - 8
Management's Discussion and Analysis 9 - 11
Part II. Other Information 12 - 13
Signatures 14
</TABLE>
<PAGE> 3
TCC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1995 1994
--------------- -------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $2,102 $2,124
Receivables:
Trade receivables, net
of allowance of
$127 and 121,
respectively 4,617 3,339
Other, including
interest 65 97
--------------- -------------
4,682 3,436
--------------- -------------
Inventories:
Raw materials 959 944
Work in process 340 164
Finished goods 6,045 6,375
--------------- -------------
7,344 7,483
--------------- -------------
Other 484 136
--------------- -------------
Total current assets 14,612 13,179
--------------- -------------
Property, plant and
equipment 9,636 9,659
Accumulated depreciation (4,890) (4,826)
--------------- -------------
4,746 4,833
--------------- -------------
Assets held for sale 380 409
Intangible assets:
Goodwill 1,169 1,164
Patents and trademarks 74 74
--------------- -------------
1,243 1,238
Accumulated Amortization (361) (347)
--------------- -------------
882 891
--------------- -------------
Other assets 546 552
--------------- -------------
Total assets $21,166 $19,864
=============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-1-
<PAGE> 4
TCC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - continued
(Unaudited)
(In Thousands, except share amounts)
<TABLE>
<CAPTION>
LIABILITIES AND March 31, December 31,
SHAREHOLDERS' EQUITY 1995 1994
--------------- -------------
<S> <C> <C>
Current liabilities:
Notes payable $3,267 $2,200
Current maturities of
long-term debt 271 281
Accounts payable 798 600
Accrued expenses:
Interest 45 53
Other 1,028 1,133
Customer deposits 285 59
--------------- -------------
Total current
liabilities 5,694 4,326
Long-term debt, less
current maturities 2,059 2,142
Deferred liabilities 306 300
--------------- -------------
Total liabilities 8,059 6,768
--------------- -------------
Commitments & contingencies
Shareholders' equity:
Preferred stock, authorized
2,000,000 shares, no par value,
no shares issued -- --
Common stock, authorized
10,000,000 shares, par
value $1 per share,
2,840,601 and 2,840,601
shares, respectively,
issued 2,841 2,841
Additional paid-in capital 8,759 8,748
Cumulative foreign currency
translation adjustment (16) (22)
Retained earnings
since January 1, 1985 1,789 1,770
--------------- -------------
13,373 13,337
Less treasury stock,
81,486 and 72,586
shares, respectively,
at cost (266) (241)
--------------- -------------
Total shareholders'
equity 13,107 13,096
--------------- -------------
Total liabilities
and shareholders'
equity $21,166 $19,864
=============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE> 5
TCC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1995 1994
--------------- ---------------
<S> <C> <C>
Revenue $5,249 $6,357
Cost of goods sold 3,460 4,432
--------------- ---------------
Gross profit 1,789 1,925
Selling, general and administrative
expenses 1,737 1,925
--------------- ---------------
Operating income 52 --
--------------- ---------------
Other income (expense):
Interest income 28 21
Interest expense (134) (98)
Other net 87 107
--------------- ---------------
(19) 30
--------------- ---------------
Income before provision for
income taxes 33 30
Provision for income taxes:
Federal 11 11
State 3 5
--------------- ---------------
14 16
--------------- ---------------
Net income $19 $14
=============== ===============
Weighted average number of common and common
equivalent shares outstanding 2,791 2,877
=============== ===============
Income per common and common
equivalent share $0.01 $0.01
=============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 6
TCC INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
For the Three Months Ended
March 31,
1995 1994
--------------- ---------------
<S> <C> <C>
Net cash used by operating activities ($1,017) ($1,462)
--------------- ---------------
Cash flows of investing activities:
Additions to property, plant and
equipment (73) (537)
Proceeds from sale of assets 134 361
Other, net (6) 2
--------------- ---------------
Net cash provided (used) by investing
activities 55 (174)
--------------- ---------------
Cash flows of financing activities:
Net borrowings of short-term debt 1,067 1,617
Proceeds from long-term debt -- 379
Long-term debt paid (108) (48)
Purchase of common stock for treasury (25) (28)
Other, net 3 --
--------------- ---------------
Net cash provided by financing
activities 937 1,920
--------------- ---------------
Effect of exchange rate changes on cash 3 --
Net increase (decrease) in cash and
cash equivalents (22) 284
Cash and cash equivalents at beginning
of period 2,124 2,111
--------------- ---------------
Cash and cash equivalents at end of
period $2,102 $2,395
=============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 7
TCC INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 1995
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Cumulative Retained
Foreign Earnings
Par Value of Addt'l Currency Since
Number of Common Paid-in Translation January Treasury
Shares Shares Capital Adjustment 1, 1985 Stock Total
--------- ------------ ------- ---------- ------- -------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Balances, January 1, 1995 2,841 $ 2,841 $ 8,748 $ (22) $ 1,770 $ (241) $ 13,096
Net income 19 19
Utilization of net operating
loss carryforwards 11 11
Purchase of common stock for
treasury (25) (25)
Foreign currency
translation adjustment 6 6
----- ------- --------- ------- ------- ------- --------
Balances
March 31, 1995 2,841 $ 2,841 $ 8,759 $ (16) $ 1,789 $ (266) $ 13,107
===== ======= ========= ======= ======= ======= ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE> 8
TCC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 Summary of Significant Accounting Policies
The consolidated financial statements include the accounts of TCC
Industries, Inc. and Subsidiaries ("the Company"), and have been presented in
accordance with the reporting requirements for interim financial statements.
Such requirements do not include all of the disclosures normally required by
generally accepted accounting principles or those normally made in an Annual
Report on Form 10-K. Certain amounts have been reclassified for consistency in
presentation. In connection therewith readers are referred to the Company's
most recent Annual Report on Form 10-K filed for the year ended December 31,
1994. The information furnished herein reflects all adjustments which, in the
opinion of management, are of a normal recurring nature and necessary for a
fair statement of the results of interim periods. Such results for interim
periods are not necessarily indicative of the results to be expected for a full
year, principally due to seasonal fluctuations in wholesale distribution
revenue.
Income Taxes
The Company and its wholly owned domestic subsidiaries join in
filing a consolidated federal income tax return. The provision for income
taxes for interim financial reporting is determined utilizing the estimated
annual effective tax rate method of allocation. Separate state and foreign
income tax returns are filed by subsidiaries where required.
Statements of Cash Flows
For purposes of the statements of cash flows, the Company
considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents.
Foreign Currency Translation
The consolidated financial statements of Meyer Europe are
translated into U.S. dollars in accordance with SFAS 52, "Foreign Currency
Translation". SFAS 52 requires the foreign operations to be translated using
current exchange rates for balance sheet items, historical rates for capital
accounts, and average exchange rates for income statement items. The resulting
translation adjustments are recorded directly into a separate component of
shareholders' equity.
-6-
<PAGE> 9
TCC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
Note 2 Assets Held for Sale
Assets held for sale include real estate held by the Company that,
in management's opinion, are not required by the Company's continuing
operations. At March 31, 1995 and December 31, 1994, the assets held for sale
were valued at approximately $380,000 and $409,000, respectively. The assets
held for sale are recorded at the lower of cost or net realizable value. Net
realizable value has been determined by management after giving consideration
to independent appraisals and current market conditions.
Note 3 Commitments and Contingencies
A Writ of Summons was filed on or around November 25, 1992,
which initiated a civil action against Meyer Machine. Pursuant to this action
a complaint was filed March 30, 1993, styled Vicki L. Goodman vs. Meyer Machine
Company (Case No. 5544-1992) in the Court of Common Pleas of Lancaster County,
Pennsylvania. The plaintiff is requesting judgment for compensatory damages,
interest and costs in excess of $20,000, allegedly incurred as a result of an
accident involving a piece of equipment claimed to be manufactured by Meyer
Machine. Meyer Machine has joined in the suit the party who made certain
modifications to the equipment. Such party has asserted cross claims against
Meyer Machine, the nature of which are not significantly different from the
claims asserted by the plaintiff against Meyer Machine. Meyer Machine has
denied liability and intends to vigorously defend the case. In any event,
Meyer Machine carries product liability, as well as umbrella insurance
coverage. Management does not believe the ultimate resolution of the suit will
have a significant impact on the financial position or results of operations of
the Company.
There are sundry claims pending against certain of the
Company's subsidiaries, all of which are incidental to the ordinary course of
business and, in the opinion of Company management, should not result in any
significant liability.
-7-
<PAGE> 10
TCC INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(UNAUDITED)
Note 4 Shareholders' Equity
During January 1995, the Company purchased in the open market
8,900 shares of its common stock at prices ranging from $2.625 - $2.875 per
share. These shares were purchased pursuant to resolutions passed in 1994 by
the Company's Board of Directors authorizing the purchase of up to two percent
of the Company's outstanding common stock. The purchases in January 1995,
along with the 47,000 shares purchased in 1994, completed the Company's
purchase of two percent of the outstanding stock and no further purchases have
been authorized by the Board of Directors. Costs incurred for the buy-back
program have been included in the cost of treasury shares.
For purposes of calculating the Company's earnings per share
for the three months ended March 31, 1995, the weighted average number of
common and common equivalent shares has been used.
-8-
<PAGE> 11
TCC INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following is management's discussion and analysis of the
results of operations and financial condition of TCC Industries, Inc. and
Subsidiaries ("the Company") during the periods included in the accompanying
consolidated financial statements. The discussion below relates to material
changes in the results of operations for the three months ended March 31, 1995
as compared to the same periods ended March 31, 1994, and to material changes
in the financial condition of the Company occurring since the prior fiscal year
end of December 31, 1994. The reader is invited to review Management's
Discussion and Analysis of Financial Condition and Results of Operations
included in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 for further details regarding the significant factors
affecting the results of operations and financial condition of the Company.
COMPARISONS OF THE RESULTS OF OPERATIONS FOR THE THREE
MONTHS ENDED MARCH 31, 1995 AND MARCH 31, 1994
Revenue
Consolidated revenue decreased 17.4% to $5.2 million for the
first quarter of 1995 as compared to revenue of $6.4 million in the first
quarter of 1994. The decline is the result of lower revenue at both the
manufacturing and wholesale distribution segments. Manufacturing revenue
decreased in the first quarter by 25.2% to $2.3 million in 1995 from $3.1
million in 1994. The decrease is primarily due to a $882,000 decline in sales
of equipment which resulted from the lower backlog at December 31, 1994, when
compared to December 31, 1993. The lower backlog was the result of increased
competition and continuing weakness in the markets served by the manufacturing
segment, which began in the second quarter of 1994. Inquiries and requests for
proposals at the manufacturing segment began to increase slightly towards the
end of 1994 and has continued into 1995. While the backlog of the
manufacturing segment at March 31, 1995 was $1,522,000 versus $3,001,000 at
March 31, 1994, new orders received in the second quarter of 1995 indicate that
the trend of declining levels of revenue, which began in the second quarter of
1994, may be ending. However, competition continues to make it difficult to
win jobs and, therefore, it is too early to tell if the slight improvement in
the market is an indication of trends for all of 1995.
Wholesale distribution revenue for the first quarter decreased
by 10.2% to $2.9 million in 1995 from $3.3 million in 1994. This decline is
primarily attributable to the delay in receipt of merchandise from the Far East
which had been purchased to fill customers' orders.
-9-
<PAGE> 12
TCC INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
Gross Profit
Gross profit decreased 7.1% to $1.8 million in the first
quarter of 1995, as compared to $1.9 million for the same period in 1994. The
decline in gross profit results from the lower revenue, discussed above, but
was offset by improved gross profit margins. Gross profit margins increased to
34.1% in the first quarter of 1995 as compared to 30.3% in the comparable
period of 1994, and can be attributed to improved margins at both the
manufacturing and wholesale distribution segments. The manufacturing gross
profit margins improved to 32.2% in the first quarter of 1995, up from 27.5%
for the same period in 1994. This improvement is primarily the result of a
more favorable product mix in the first quarter of 1995 as compared to the same
period in 1994. During the first quarter of 1994, the equipment sold by the
manufacturing segment contained a higher level of equipment with components
that were manufactured by sub-contractors versus manufactured in-house, thereby
causing material costs to be a higher percentage of sales; this did not recur
during 1995. The increase in wholesale distribution gross profit margins to
34.7% in the first quarter of 1995, up from 32.1% in the same period in 1994, is
primarily attributable to a more favorable sales mix that reflected a larger
percentage of sales that did not qualify for quantity discounts.
Selling, General and Administrative Expenses
Selling, general and administrative expenses declined
$188,000, or 9.8%, in the first quarter of 1995 when compared to the same
period in 1994. The decline is primarily attributable to a $57,000 decrease in
employee related expenses and a $50,000 decrease in selling and marketing
related expenses at the manufacturing segment. These decreases were the
result of cost cutting measures implemented at the end of 1994 in an attempt to
bring the Company's expense level more in line with current revenue levels.
Other Income (Expense)
Other expense (net of other income) increased approximately
$49,000 in the first quarter of 1995 when compared to the same period in 1994.
The increase is primarily attributable to a $36,000 increase in interest
expense, which is due to higher interest rates and a higher balance outstanding
on the line of credit at the wholesale distribution segment during the first
quarter of 1995 compared to the same period in 1994.
-10-
<PAGE> 13
TCC INDUSTRIES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, the Company had working capital of $8.9
million and a current ratio of 2.6 to 1. This compares to working capital of
$8.9 million and a current ratio of 3.0 to 1 at December 31, 1994. The
decrease in the current ratio is a result of a greater percentage increase in
current liabilities versus current assets. Current liabilities increased
primarily as a result of an increase in the line of credit balance. Current
assets were higher at the end of the first quarter of 1995 than at December 31,
1994 because of an increase in accounts receivable, which can be attributed to
the seasonality of the wholesale distribution segment of the Company as
shipments are increased to customers in preparation of the summer selling
season. Cash for the three months ended March 31, 1995 decreased a net
$22,000.
At March 31, 1995, Meyer Machine maintained a $1,000,000 bank
line of credit, of which approximately $797,000 was available after a reduction
of $203,000 to support a letter of credit issued by the bank as partial
collateral for the real estate lien note payable to a bank by Meyer Vi-Tech.
Meyer Machine has a commitment from its primary bank lender to provide a line
of credit for up to $400,000, if needed, for equipment purchases, of which
$272,000 was available after two notes were entered into during 1994 to
purchase machinery and equipment. This commitment expires in 1995.
Allen-Lewis maintains a line of credit with a bank that
provides maximum borrowing capabilities of $4.5 million, subject to a borrowing
base calculation, for working capital purposes and letters of credit. At March
31, 1995, Allen-Lewis had approximately $901,000 available under this line of
credit.
TCC Industries has an $85,000 and a $300,000 line of credit,
neither of which had outstanding balances at March 31, 1995. These lines of
credit are used to supplement the short-term cash needs of the parent company.
Each of the subsidiaries' bank lines of credit agreements
contain provisions that limit or restrict the transfer of funds to the parent
company in the form of cash dividends, loans, or advances. Management does not
believe the restrictions will have a significant effect on the parent company's
ability to meet ordinary cash obligations.
-11-
<PAGE> 14
TCC INDUSTRIES, INC. AND SUBSIDIARIES
Form 10-Q for the Quarter Ended March 31, 1995
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 3 to the financial statements included elsewhere
herein for a discussion of legal proceedings.
Item 2. Changes in Securities
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of TCC Industries, Inc. was
held on May 1, 1995, for the purpose of electing two directors
to the Board of Directors and approving the appointment by the
Board of Directors of Coopers & Lybrand L.L.P. as the firm of
independent accountants to audit the accounts of the Company
for the fiscal year ended December 31, 1995. Proxies for the
meeting were solicited pursuant to Section 14(a) of the
Securities Exchange Act of 1934 and there was no solicitation
in opposition to management's solicitation. Management's
nominees for director as listed in the proxy statement were
elected.
The vote on the election of the nominees for director
was:
<TABLE>
<CAPTION>
W. Grogan Lord Frank W. Denius
<S> <C> <C>
For 1,973,571 1,977,094
Withheld 68,921 65,398
</TABLE>
The vote on approving the appointment of Coopers & Lybrand
L.L.P. as the firm of independent accountants to audit the
accounts of the Company for the fiscal year ended December 31,
1995 was:
<TABLE>
<S> <C>
For 1,919,484
Against 17,213
Abstain 105,795
</TABLE>
-12-
<PAGE> 15
TCC INDUSTRIES, INC. AND SUBSIDIARIES
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995
PART II - OTHER INFORMATION (CONTINUED)
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
6(a) Exhibits:
(11) The computation of fully diluted earnings per shares
would be the same as primary earnings per share,
which is easily discernable on the face of the
statements of operations included elsewhere herein.
(27) Financial Data Schedules:
(i) For the quarterly period ended March 31, 1995.
6(b) Reports on Form 8-K:
The following is the date and description of the events
reported on Forms 8-K filed during the first quarter of 1995:
Date of Earliest Event
Reported on Form 8-K Description
None.
-13-
<PAGE> 16
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.
TCC INDUSTRIES, INC.
-------------------------------
(Registrant)
/s/ LAWRENCE W. SCHUMANN
-------------------------------
LAWRENCE W. SCHUMANN
President
(Duly Authorized Officer)
/s/ CHRISTOPHER A. HOPKINS
-------------------------------
CHRISTOPHER A. HOPKINS
Controller
(Chief Accounting Officer)
Date: May 12, 1995
-14-
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
(11) The computation of fully diluted earnings per shares
would be the same as primary earnings per share,
which is easily discernable on the face of the
statements of operations included elsewhere herein.
(27) Financial Data Schedules:
(i) For the quarterly period ended March 31, 1995.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000096918
<NAME> TCC INDUSTRIES, INC.
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<EXCHANGE-RATE> 1,000
<CASH> 2,102
<SECURITIES> 0
<RECEIVABLES> 4,744
<ALLOWANCES> 127
<INVENTORY> 7,344
<CURRENT-ASSETS> 14,612
<PP&E> 9,636
<DEPRECIATION> 4,890
<TOTAL-ASSETS> 21,166
<CURRENT-LIABILITIES> 5,694
<BONDS> 2,059
<COMMON> 2,841
0
0
<OTHER-SE> 10,266
<TOTAL-LIABILITY-AND-EQUITY> 21,166
<SALES> 5,249
<TOTAL-REVENUES> 5,249
<CGS> 3,460
<TOTAL-COSTS> 3,460
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 15
<INTEREST-EXPENSE> 134
<INCOME-PRETAX> 33
<INCOME-TAX> 14
<INCOME-CONTINUING> 19
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19
<EPS-PRIMARY> 0.01
<EPS-DILUTED> 0.01
</TABLE>
