UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 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 1-9728
JACKPOT ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0169922
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1110 Palms Airport Drive, Las Vegas, Nevada 89119
(Address of principal executive offices) (Zip Code)
702-263-5555
(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 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
_____ _____
There were 9,301,768 shares of the registrant's common stock
outstanding as of October 27, 1995.<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
September 30, June 30,
ASSETS 1995 1995
______ _____________ _________
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 34,681 $ 32,916
Prepaid expenses 1,607 1,703
Other current assets 1,930 2,637
________ ________
Total current assets 38,218 37,256
________ ________
Property and equipment, at cost:
Land and buildings 2,656 2,656
Gaming equipment 27,541 26,676
Other equipment 4,367 4,328
Leasehold improvements 721 713
________ ________
35,285 34,373
Less accumulated depreciation (20,245) (19,322)
________ ________
15,040 15,051
Lease acquisition costs and other
intangible assets, net of
accumulated amortization of
$6,503 and $6,061 6,856 7,292
Goodwill, net of accumulated
amortization of $2,389 and $2,341 5,241 5,289
Lease and other security deposits 3,456 3,490
Other non-current assets 3,264 3,581
________ ________
Total assets $ 72,075 $ 71,959
======== ========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
(Unaudited)
(Concluded)
<TABLE>
September 30, June 30,
LIABILITIES AND STOCKHOLDERS' EQUITY 1995 1995
____________________________________ _____________ ________
<S> <C> <C>
Current liabilities:
Current portion of long-term debt $ 548 $ 678
Accounts payable 348 566
Other current liabilities 4,275 4,372
_______ _______
Total current liabilities 5,171 5,616
Long-term debt, less current portion 271
Deferred rent 3,258 3,506
Accrued pension and other liabilities 2,367 2,350
_______ _______
Total liabilities 10,796 11,743
_______ _______
Commitments and contingencies
Stockholders' equity:
Preferred stock - authorized
1,000,000 shares of $1 par value;
none issued
Common stock - authorized
30,000,000 shares of $.01 par
value; 9,595,388 shares issued 96 96
Additional paid-in capital 63,734 63,935
Retained earnings (accumulated deficit) 1,084 (180)
Less 293,741 shares of common stock
in treasury, at cost (3,635) (3,635)
_______ _______
Total stockholders' equity 61,279 60,216
_______ _______
Total liabilities and
stockholders' equity $72,075 $71,959
======= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
1995 1994
_______ _______
<S> <C> <C>
Revenues:
Route operations $20,607 $21,076
Casino operations 2,194 2,547
_______ _______
Totals 22,801 23,623
_______ _______
Costs and expenses:
Route operations 15,776 15,860
Casino operations 1,763 2,405
Amortization 562 660
Depreciation 1,244 1,335
General and administrative 1,189 1,333
_______ _______
Totals 20,534 21,593
_______ _______
Operating income 2,267 2,030
_______ _______
Other income (expense):
Interest and other income 395 205
Interest expense (12) (58)
_______ _______
Totals 383 147
_______ _______
Income before income tax 2,650 2,177
_______ _______
Provision for Federal income tax:
Current
Deferred 848 740
_______ _______
Totals 848 740
_______ _______
Net income $ 1,802 $ 1,437
======= =======
Earnings per common and common
equivalent share $ .19 $ .16
======= =======
Cash dividends per share of common
stock $ .08 $ .08
======= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED SEPTEMBER 30, 1995
(Dollars and shares in thousands, except per share data)
(Unaudited)
<TABLE>
Retained
Additional Earnings Treasury Total
Common Stock Paid-in (Accumulated) Stock Stockholders'
Shares Amount Capital Deficit) Shares Amount Equity
______ ______ __________ ____________ ______ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C>
Balance
July 1,
1995 9,595 $96 $63,935 $ (180) (294) $(3,635) $60,216
Cash
dividends
($.08 per
share) (201) (538) (739)
Net
income 1,802 1,802
_____ ___ _______ ______ ____ _______ _______
Balance
September
30, 1995 9,595 $96 $63,734 $1,084 (294) $(3,635) $61,279
===== === ======= ====== ==== ======= =======
</TABLE>
See Notes to Condensed Consolidated Financial Statements.<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Dollars in thousands)
(Unaudited)
<TABLE>
1995 1994
________ ________
<S> <C> <C>
Operating activities:
Net income $ 1,802 $ 1,437
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,806 1,995
Deferred Federal income tax 848 740
Net gain on sales and retirements of property
and equipment (120) (10)
Increase (decrease) from changes in:
Prepaid expenses and other current assets (45) 230
Other non-current assets (8) 14
Accounts payable (218) (329)
Other current liabilities (97) 336
Deferred rent (248) 348
Other liabilities 17 58
________ ________
Net cash provided by operating
activities 3,737 4,819
________ ________
Investing activities:
Proceeds from sales of short-term investments 509
Net proceeds (advances) to location operators 76 (57)
Proceeds from sales of property and equipment 393 31
Purchases of property and equipment (1,257) (729)
Advances to equity investee (1,250)
Increase in lease acquisition costs and other
intangible assets (78) (188)
Decrease in lease and other security deposits 34
________ ________
Net cash used in investing activities (832) (1,684)
________ ________
Financing activities:
Repayments of long-term debt (401) (349)
Dividends paid (739) (738)
________ ________
Net cash used in financing activities (1,140) (1,087)
________ ________
Net increase in cash and cash equivalents 1,765 2,048
Cash and cash equivalents at beginning of period 32,916 23,543
________ ________
Cash and cash equivalents at end of period $34,681 $ 25,591
======== ========
Supplemental disclosures of cash flow data:
Cash paid during the period for:
Interest $ 12 $ 58
Federal income tax $ - $ -
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - General:
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments, consisting
of normal recurring accruals, necessary to present fairly Jackpot's
financial position as of September 30, 1995, and the results of its
operations and cash flows for the three months ended September 30,
1995 and 1994. Information included in the condensed consolidated
balance sheet as of June 30, 1995 has been derived from Jackpot's
Annual Report to the Securities and Exchange Commission on
Form 10-K for the year ended June 30, 1995 (the "1995 Form 10-K").
The earnings for the three months ended September 30, 1995 and 1994
are not necessarily indicative of results for a full year.
Note 2 - Earnings per share:
Earnings per share for the three months ended September 30, 1995 and
1994 are computed by dividing net income of $1,802,000 and
$1,437,000, respectively, by the weighted average number of common
shares outstanding of 9,302,000 and 9,221,000, respectively. Stock
options and warrants have been excluded from the computations
because they had no effect or were antidilutive on earnings per share.
Note 3 - Stockholders' equity:
Cash dividends:
During the three months ended September 30, 1995, Jackpot paid cash
dividends of approximately $739,000 ($.08 per common share). On
October 26, 1995, Jackpot's Board of Directors declared a quarterly
dividend of $.08 per common share for the three months ended
September 30, 1995 which is payable on or about November 24, 1995
to stockholders of record on November 10, 1995.
The 1992 Incentive and Non-qualified Stock Option Plan:
On September 30, 1995, the exercise price of the June 30, 1995 grant
of nonqualified stock options to purchase an aggregate of 110,000
shares of common stock (27,500 each to four directors) was vested at
$10.75 per share, the fair market value of the stock on that date,
pursuant to the terms of the 1992 Incentive and Non-qualified Stock
Option Plan (the "1992 Plan"). See Note 7 of Notes to Consolidated
Financial Statements in the 1995 Form 10-K for further information
regarding the 1992 Plan and option grants.
<PAGE>
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 4 - Commitments and contingencies:
Legal matter:
On August 17, 1992, Phar-Mor, Inc. ("Phar-Mor"), a large chain store,
announced that it had filed for protection under Chapter 11 of the U.S.
Bankruptcy Code. Jackpot operated 51 gaming machines at three Phar-
Mor store locations in Nevada under a license agreement dated
February 10, 1990 (the "Original Agreement"). Under the Original
Agreement, Jackpot made certain advances to Phar-Mor. Thereafter,
Jackpot and Phar-Mor, subject to bankruptcy court approval, entered
into an amended license agreement, dated January 1, 1993 (the
"Amended Agreement"). If the Amended Agreement were to become
final, Jackpot would receive credits for certain prepaid sums but would
be required to pay certain additional obligations as described below.
On May 12, 1995, Phar-Mor announced the closing of 41 stores,
including its three stores in Nevada. On May 24, 1995 Jackpot notified
Phar-Mor that it was in default under (i) the Original Agreement, and
(ii) the Amended Agreement to the extent applicable. Jackpot has taken
the position that the Amended Agreement has not become operative and
has not replaced the Original Agreement. Jackpot has claimed
monetary damages in excess of several millions of dollars resulting from
Phar-Mor's alleged default, consisting of, but not limited to certain
refundable monies, prepaid license fees, lost profits and other
consequential and incidental damages.
On July 25, 1995, Phar-Mor notified Jackpot that it disagreed with
Jackpot's position that Phar-Mor has defaulted under the terms of either
the Original Agreement or the Amended Agreement. Phar-Mor
maintains that the Amended Agreement is the operative agreement and
is seeking to enforce its rights thereunder. Jackpot, based upon
discussions with counsel, does not believe it is probable that Phar-Mor
will prevail in this matter. If Phar-Mor were to prevail and the
Amended Agreement is determined to be the operative agreement, Jackpot
could be liable for certain obligations under the Amended Agreement up
to approximately $1 million. If Jackpot were to prevail, it would
become an unsecured creditor with respect to its claims against
Phar-Mor which exceed $3 million.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Capital Resources and Liquidity
Cash Flows:
Jackpot's principal sources of cash for the three months ended September
30, 1995 (the "1995 three months"), consisted of the cash flows from
operating activities and its available cash and cash equivalents which,
at June 30, 1995, approximated $32.9 million and at September 30, 1995
approximated $34.7 million.
Net cash provided by operating activities in the 1995 three months was $3.7
million. Net cash used in investing activities in the 1995 three months was
approximately $.8 million which included cash used of approximately $1.3
million and cash received of approximately $.5 million. The $1.3 million of
cash used was primarily for the purchase of property and equipment.
The $.5 million of cash received from investing activities consisted primarily
of aggregate proceeds from sales of property and equipment.
Net cash used in financing activities in the 1995 three months was
approximately $1.1 million which resulted from the repayment of approximately
$.4 million of long-term debt and the payment of approximately $.7 million of
dividends.
Liquidity:
At September 30, 1995, Jackpot had cash and cash equivalents of
approximately $34.7 million, an increase of approximately $1.8 million from
the beginning of the 1995 three months. Jackpot's working capital increased
to approximately $33.0 million at September 30, 1995 from $31.6 million at
June 30, 1995 primarily as a result of the activities described above.
Jackpot's current ratio at September 30, 1995 was approximately 7 to 1.
On May 24, 1995, Jackpot notified Phar-Mor, Inc. ("Phar-Mor"), a large
chain store, that it was in default under the terms of certain agreements.
On July 25, 1995, Phar-Mor notified Jackpot that it disagreed with Jackpot's
position and asserted that Jackpot was in default under the terms of the same
agreements. Jackpot, based upon discussions with counsel, does not believe
it is probable that Phar-Mor will prevail in this matter. If Phar-Mor were to
prevail, Jackpot could be liable for certain obligations up to $1 million.
If Jackpot were to prevail, it would become an unsecured creditor of Phar-Mor
in an amount in excess of $3 million.
Management believes Jackpot's working capital and cash provided by
operations will be sufficient to enable Jackpot to meet its planned capital
expenditures, meet its debt service requirements on its existing debt, pay
quarterly cash dividends pursuant to Jackpot's current dividend policy and
meet its other ongoing cash requirements as they become due in the fiscal
year ending June 30, 1996. With respect to planned capital expenditures,
management anticipates Jackpot will purchase approximately $4.3 million of
property and equipment, exclusive of business acquisitions, if any, in
the remainder of fiscal 1996 to be used in existing and currently planned new
locations.
Jackpot continues to selectively explore expansion opportunities, both in
and outside Nevada, and various potential acquisitions, both gaming and
nongaming related. Management believes working capital and cash provided
by operations will be sufficient to enable Jackpot to pursue expansion
opportunities; however, Jackpot may seek additional debt or equity financing
to facilitate expansion opportunities and potential acquisitions.
Results of Operations
Revenues:
Total revenues in the 1995 three months decreased approximately $.8
million (from approximately $23.6 million in the three months ended September
30, 1994 (the "1994 three months") to $22.8 million in the 1995 three months).
The decrease in total revenues of $.8 million was the net result of a
decrease of $.5 million (from $21.1 million in the 1994 three months to $20.6
million in the 1995 three months) in gaming machine route operations revenues
and a decrease of $.3 million (from $2.5 million in the 1994 three months to
$2.2 million in the 1995 three months) in casino operations revenues.
The decrease in gaming machine route operations revenues of $.5 million
was primarily attributable to the loss of the Company's right to operate at
all three Phar-Mor locations in Nevada due to the permanent closing by
Phar-Mor of such locations in connection with Phar-Mor's bankruptcy
reorganization plan. Revenues generated at existing locations and new
locations, net of lost revenues from terminated locations (excluding the
three Phar-Mor locations) in the 1995 three months approximated the 1994
three months.
The amount of gaming machine route operations revenues attributable to
fixed payment leases and revenue sharing contracts in the 1995 and 1994
three months are summarized below (dollars in thousands):
<TABLE>
1995 1994
_____________________ __________________
Percent Percent
of route of route
operations operations
Amount revenues Amount revenues
_______ __________ _______ __________
<S> <C> <C> <C> <C>
Route operations:
Fixed payment leases $12,840 62.3% $13,312 63.2%
Revenue sharing contracts 7,767 37.7 7,764 36.8
_______ _____ _______ _____
Totals $20,607 100.0% $21,076 100.0%
======= ===== ======= =====
</TABLE>
The decrease in casino operations revenues in the 1995 three months of $.3
million was primarily due to the closing in February 1995 of operations of
Water Street Casino, Inc., dba the Post Office Casino (the "Post Office
Casino"). The Post Office Casino had generated approximately $.4 million of
revenues in the 1994 three months.
Cost and expenses:
Route operations expenses in the 1995 three months decreased approximately
$.1 million (from $15.9 million in the 1994 three months to $15.8 million in
the 1995 three months) and, as a percentage of route operations revenues,
increased to 76.6% in the 1995 three months from 75.3% in the 1994 three
months. The decrease of $.1 million was primarily attributable to a decrease
of approximately $.2 million in payroll costs, net of an increase of
approximately $.1 million in all other route operations expenses. Route
operations expenses increased as a percentage of route operations revenues
primarily because of the loss of the right to operate at the Phar-Mor
locations, with which route operations expenses were lower as a percentage
of route operations revenues than Jackpot's overall percentage. With respect
to location rent, which is the single largest route operations expense, no
contract with a material effect on operating results expires in fiscal 1996.
See Item 1 - Business - Gaming Machine Route Operations in the 1995 Form
10-K for a further description of the Company's lease and license agreements.
Casino operations expenses decreased approximately $.6 million (from $2.4
million in the 1994 three months to $1.8 million in the 1995 three months)
and, as a percentage of casino operations revenues, casino operations
expenses decreased to 80.3% in the 1995 three months from 94.4% in the 1994
three months. Such decreases were primarily due to the closing of the Post
Office Casino. With respect to casino operations expenses, the 1994 three
months included approximately $.8 million of costs and expenses incurred by
the Post Office Casino.
Amortization expense in the 1995 three months decreased by approximately $.1
million (from $.7 million in the 1994 three months to $.6 million in the 1995
three months). The decrease in amortization expense in the 1995 three
months was primarily attributable to the decrease in amortization expense
related to the three Phar-Mor locations. As a result of the permanent closing
of Phar-Mor's three locations in Nevada, Jackpot wrote off all remaining lease
acquisition costs related to Phar-Mor in the three months ended June 30, 1995.
Depreciation expense in the 1995 three months decreased by approximately
$.1 million (from $1.3 million in the 1994 three months to $1.2 million in
the 1995 three months). The decrease of approximately $.1 million was
primarily attributable to gaming machines acquired in connection with the
purchase of a gaming machine route business in 1992, which had become fully
depreciated in the 1995 three months.
General and administrative expenses in the 1995 three months decreased
approximately $.1 million (from $1.3 million in the 1994 three months to
$1.2 million in the 1995 three months) primarily as a result of decreases
in certain overhead expenses.
Interest and other income:
Interest and other income in the 1995 three months increased by
approximately $.2 million (from $.2 million in the 1994 three months to
$.4 million in the 1995 three months) primarily from the increase in
interest income as a result of the increase in available cash and cash
equivalents.
Other:
The effective tax rate in the 1995 three months was 32%, which was lower
than the 34% rate in the 1994 three months primarily because of the increase
in tax benefits from tax-exempt interest income.
General:
Operating income in the 1995 three months increased approximately $.3
million (from $2.0 million in the 1994 three months to $2.3 million in the
1995 three months). The increase in operating income of $.3 million was
primarily due to the decreases in amortization, depreciation and general
and administrative expenses described above.
Net income in the 1995 three months increased approximately $.4 million
(from $1.4 million in the 1994 three months to $1.8 million in the 1995
three months). The increase in net income of $.4 million in the 1995
three months was primarily due to the decreases in certain expenses as
described above and an increase in interest and other income. Earnings per
share in the 1995 three months was $.19 per share compared to earnings per
share in the 1994 three months of $.16 per share.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 11.1 - Computation of Earnings Per Common Share for the
three months ended September 30, 1995 and 1994.
Exhibit 27.1 - Financial Data Schedule (EDGAR version only).
(b) Reports on Form 8-K - No Form 8-K was filed for the three months
ended September 30, 1995.
Signature
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.
JACKPOT ENTERPRISES, INC.
_________________________
(Registrant)
By: /s/ Bob Torkar
_________________________
Bob Torkar
Senior Vice President - Finance,
Treasurer and Chief Accounting Officer
Date: November 13, 1995
EXHIBIT 11.1
JACKPOT ENTERPRISES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON SHARE
THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994
(Dollars and shares in thousands, except per share data)
<TABLE>
1995 1994
_______ _______
<S> <C> <C>
Primary:
Earnings:
Net income $ 1,802 $ 1,437
======= =======
Shares:
Weighted average number of common
shares outstanding (A) 9,302 9,221
======= =======
Primary earnings per share $ .19 $ .16
======= =======
Fully diluted (B):
Earnings:
Net income $ 1,802 $ 1,437
Add aftertax interest, net (C) 338 443
_______ _______
Net income, as adjusted $ 2,140 $ 1,880
======= =======
Shares:
Weighted average number of common
shares and common share equivalents
outstanding 9,302 9,221
Common shares issuable upon exercise
of stock options and warrants, net
of common shares assumed to be
repurchased from the proceeds
using the period-end price
which exceeded the average
market price for the period 1,983 2,235
_______ _______
Weighted average number of common
shares and common share
equivalents outstanding,
as adjusted 11,285 11,456
======= =======
Fully diluted earnings per share $ .19 $ .16
======= =======
</TABLE>
<PAGE>
(A) Common shares issuable upon exercise of stock options and
warrants, net of common shares assumed to be repurchased from
the proceeds at the average market price for the period have
been excluded from the computation because they had no effect
or were antidilutive on primary earnings per share.
(B) These calculations are submitted in accordance with Regulation
S-K Item 601 (b) (ii) although not required by Footnote 2 to
paragraph 14 of APB Opinion No. 15 because they had no effect
on earnings per share.
(C) Amounts represent a decrease in interest expense and an increase
in interest income as a result of the assumed reduction in
borrowings and increase in investments in U. S. government
securities from the application of the portion of the proceeds
from the assumed exercise of stock options and warrants which
were not applied towards the repurchase of outstanding common shares
(equivalent to 20% of the common shares outstanding at the end of
the applicable period).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Jackpot's
Consolidated Balance Sheets - September 30, 1995 and June 30, 1995 and its
Consolidated Statements of Income - three months ended September 30, 1995
and 1994 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-1-1995
<PERIOD-END> SEP-30-1995
<CASH> 34,681
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 38,218
<PP&E> 35,285
<DEPRECIATION> 20,245
<TOTAL-ASSETS> 72,075
<CURRENT-LIABILITIES> 5,171
<BONDS> 0
<COMMON> 96
0
0
<OTHER-SE> 61,183
<TOTAL-LIABILITY-AND-EQUITY> 72,075
<SALES> 0
<TOTAL-REVENUES> 22,801
<CGS> 0
<TOTAL-COSTS> 17,539
<OTHER-EXPENSES> 1,571
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12
<INCOME-PRETAX> 2650
<INCOME-TAX> 848
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,802
<EPS-PRIMARY> .19
<EPS-DILUTED> .19
</TABLE>
