<PAGE> 1
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 June 30, 1999.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from N/A to N/A.
Commission File Number: 0-497
NEW MEXICO AND ARIZONA LAND COMPANY
(Exact name of registrant as specified in its charter)
ARIZONA 43-0433090
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3033 N. 44TH STREET, SUITE 270, PHOENIX, ARIZONA 85018-7228
(Address of principal executive offices) (Zip Code)
602/952-8836
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
COMMON STOCK, NO PAR VALUE 6,925,636
<S> <C>
Class Outstanding at August 3, 1999
</TABLE>
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New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
UNAUDITED
JUNE 30, December 31,
(in thousands, except share data) 1999 1998
- -------------------------------------------------------------------------------------------
<S> <C> <C>
Assets
Properties, net $50,246 $43,340
Commercial real estate loans, net 21,349 20,695
Receivables 5,627 4,898
Investments in joint ventures 11 11
Cash and cash equivalents 3,305 4,669
Other 828 772
- -------------------------------------------------------------------------------------------
Total assets $81,366 $74,385
- -------------------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
Notes payable and lines of credit $18,391 $14,264
Accounts payable and accrued liabilities 1,281 1,407
Deferred revenue 6,419 5,520
Deferred income taxes 4,652 4,160
- -------------------------------------------------------------------------------------------
Total liabilities 30,743 25,351
- -------------------------------------------------------------------------------------------
Non-controlling interests 1,489 1,889
- -------------------------------------------------------------------------------------------
Commitments and contingencies
- -------------------------------------------------------------------------------------------
Shareholders' equity:
Preferred stock, no par value; 10,000,000 shares
authorized; none issued
Common stock, no par value; 30,000,000 shares
authorized; 6,925,636 issued and outstanding 35,341 35,341
Retained earnings 13,793 11,804
- -------------------------------------------------------------------------------------------
Total shareholders' equity 49,134 47,145
- -------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $81,366 $74,385
===========================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
2
<PAGE> 3
New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
Three months ended June 30, Six months ended June 30,
1999 1998 1999 1998
(in thousands, except per share data)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenue:
Property sales $ 3,599 $ 3,884 $ 12,626 $ 8,051
Property rentals 451 745 949 1,485
Commercial real estate lending 995 991 1,954 1,618
Investment income 188 79 318 158
Other 80 94 180 168
- ----------------------------------------------------------------------------------------------------------------
5,313 5,793 16,027 11,480
- ----------------------------------------------------------------------------------------------------------------
Expenses:
Cost of property sales 2,100 2,570 8,391 5,948
Property rentals 329 251 538 489
General and administrative 1,050 818 2,288 1,489
Interest 334 311 675 579
Depreciation, depletion and amortization 185 152 313 316
- ----------------------------------------------------------------------------------------------------------------
3,998 4,102 12,205 8,821
- ----------------------------------------------------------------------------------------------------------------
Income Before Joint Ventures, Non-controlling
Interests and Income Taxes 1,315 1,691 3,822 2,659
Gain from joint ventures -- 447 -- 452
Non-controlling interests (44) (146) (530) (256)
- ----------------------------------------------------------------------------------------------------------------
Income Before Income Taxes 1,271 1,992 3,292 2,855
Income taxes 508 781 1,303 1,127
- ----------------------------------------------------------------------------------------------------------------
Net Income $ 763 $ 1,211 $ 1,989 $ 1,728
================================================================================================================
Net income per Share of Common Stock
Basic $ 0.11 $ 0.17 $ 0.29 $ 0.24
Diluted $ 0.11 $ 0.17 $ 0.29 $ 0.24
================================================================================================================
Weighted Average Number of Common Shares
Basic 6,926 6,926 6,926 6,926
Diluted 6,926 6,934 6,926 6,934
================================================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
3
<PAGE> 4
New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30,
<TABLE>
<CAPTION>
(in thousands) 1999 1998
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS PROVIDED BY/(USED IN) OPERATING ACTIVITIES:
Net income $ 1,989 $ 1,728
Non-cash items included above:
Depreciation, depletion and amortization 313 316
Deferred revenue 426 896
Deferred income taxes 492 (1,200)
Allowance for bad debts 100 --
Equity in earnings of joint ventures -- (452)
Non-controlling interests 530 256
Net change in:
Receivables (729) (4,072)
Properties under development 2137 589
Other properties (685) 2,742
Other assets (56) (373)
Accounts payable and accrued liabilities (126) 1,068
- ---------------------------------------------------------------------------------------------------
Net cash flows provided by/(used in) operating activities 4,391 1,498
- ---------------------------------------------------------------------------------------------------
CASH FLOWS PROVIDED BY/(USED IN) INVESTING ACTIVITIES:
Additions to properties (8,670) (1,322)
Distributions from joint ventures -- 852
Collections of principal on commercial real estate loans 5,663 3,476
Additions to commercial real estate loans (5,944) (11,838)
- ---------------------------------------------------------------------------------------------------
Net cash flows provided by/(used in) investing activities (8,951) (8,832)
- ---------------------------------------------------------------------------------------------------
CASH FLOWS PROVIDED BY/(USED IN) FINANCING ACTIVITIES:
Proceeds from debt 13,226 6,083
Payments of debt (9,100) (1,954)
Distributions to non-controlling partners (930) (200)
- ---------------------------------------------------------------------------------------------------
Net cash flows provided by/(used in) financing activities 3,196 3,929
- ---------------------------------------------------------------------------------------------------
Net (decrease) in cash and cash equivalents (1,364) (3,405)
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period 4,669 6,016
- ---------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 3,305 $ 2,611
===================================================================================================
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
4
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New Mexico and Arizona Land Company and Subsidiaries FORM 10-Q
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all normal, recurring adjustments necessary
to present fairly the financial position, results of operations and cash
flows for the periods presented. The accompanying statements do not
include all disclosures considered necessary for a fair presentation in
conformity with generally accepted accounting principles. Therefore, it
is recommended that the accompanying statements be read in conjunction
with the consolidated financial statements appearing in the Company's
1998 annual report on Form 10-K.
2. The results of operations for the three months and six months ended June
30, 1999 and 1998, are not necessarily comparable and may not be
indicative of the results which may be expected for future quarters or
future years.
3. The Company's consolidated financial statements include those of its
wholly-owned subsidiaries, Bridge Financial Corporation ("BFC"), NZ
Properties, Inc., NZ Development Corporation, NZU, Inc. and Great
Vacations International, Inc., together with joint ventures which the
Company controls or in which the Company holds a majority ownership.
4. Certain prior period amounts have been reclassified for comparative
purposes.
5. Net income per share computations are based on the weighted average
number of shares outstanding for the period. For the six months ended
June 30, the weighted average number of shares outstanding were
6,926,000 for basic and diluted in 1999 and 6,926,000 (basic) and
6,934,000 (diluted) in 1998. For the three months ended June 30, the
weighted average number of shares outstanding were 6,926,000 for basic
and diluted in 1999 and 6,926,000 (basic) and 6,934,000 (diluted) in
1998.
6. During the six months ended June 30, 1999 the Company sold properties in
exchange for cash and approximately $3,069,000 in notes receivable. In
accordance with the relevant accounting literature approximately
$2,054,000 of the profit on these sales has been deferred until such
time as the Company receives sufficient additional cash payments from
the purchaser.
7. The Company is engaged in three operating segments; Real Estate,
Short-term Commercial Real Estate Lending and Other Business. The
Short-term Commercial Real Estate Lending segment is primarily conducted
through BFC.
Reconciliation of Segment Information to Consolidated Amounts
Management evaluates the performance of each segment based on
income after allocations and identifiable assets. Income after
allocations is income before joint
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ventures, non-controlling interests and income taxes, including
allocations of corporate overhead expenses. Identifiable assets include
assets employed in the generation of income for each segment.
Information for the Company's reportable segments reconciles to the
Company's consolidated totals as follows:
REVENUES (UNAUDITED):
<TABLE>
<CAPTION>
Three Months Ended June 30, Six months ended June 30,
(in thousands) 1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Real Estate $4,203 $4,765 $13,921 $9,792
Short-term Commercial Real Estate Lending 1,083 997 2,048 1,626
Other 27 31 58 62
-------------------------------------------------------------------------------------------------------------
Consolidated total $5,313 $5,793 $16,027 $11,480
=============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
INCOME AFTER ALLOCATIONS (UNAUDITED):
Three Months Ended June 30, Six months ended June 30,
(in thousands) 1999 1998 1999 1998
-------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Real Estate $802 $988 $2,800 $1,546
Short-term Commercial Real Estate Lending 488 673 967 1,053
Other 25 30 55 60
-------------------------------------------------------------------------------------------------------------
Income before joint ventures, non-controlling
Interests and income taxes $1,315 $1,691 $3,822 $2,659
=============================================================================================================
</TABLE>
IDENTIFIABLE ASSETS:
<TABLE>
<CAPTION>
UNAUDITED
JUNE 30, December 31,
(in thousands) 1999 1998
----------------------------------------------------------------------------------------------
<S> <C> <C>
Real Estate $51,186 $48,134
Short-term Commercial Real Estate Lending 29,338 25,428
Other 842 823
----------------------------------------------------------------------------------------------
Consolidated total $81,366 $74,385
==============================================================================================
</TABLE>
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the six months ended June 30, 1999, net income was $1,989,000 ($0.29
per share) compared to $1,728,000 ($0.24 per share) for the same period in 1998.
Pre-tax earnings from property sales were up by approximately $2,132,000 for the
six-month period ended June 30, 1999 as compared to the same period in 1998. The
increase is primarily due to the sale of one apartment complex in New Mexico, a
bulk lot sale of 203 lots made by one of the Albuquerque joint ventures in which
the Company owns a 75% interest, the sale of the remainder of the Colorado
property, and recognition of deferred profit from property in Scottsdale,
Arizona the Company sold in 1998. The deferred profit on the 1998 sale was
recognized in the second quarter 1999 because the purchaser paid in full the
balance on a note receivable the Company had carried back when the property was
sold. These sales are compared to four bulk land sales in 1998, for which profit
recognition was lower due to lower aggregate sales prices and profit margins
than in 1999. The timing of profit recognition on real estate sales is
contingent on several factors and profit may not all be recognizable in the
period property is sold. Consequently, the profit on property sales made by the
Company in a period may be recognized in that period or later periods. Pre-tax
earnings from property sales were slightly higher for the three-month period
ended June 30, 1999 as compared to the same period in 1998.
The Company experienced a 59% decline in pre-tax earnings from property
rentals for the six-month period ended June 30, 1999 as compared to the same
period in 1998 and a 75% decline in pre-tax earnings for the three-month period
ended June 30, 1999 as compared to the same period in 1998. Both declines are
primarily attributable to the sale of three of the four Federally-subsidized
apartment complexes in New Mexico (one was sold in late 1998, two were sold in
the first quarter of 1999 and the fourth is expected to be sold in the third
quarter of 1999). The Company expects to replace the apartments with industrial
warehouse buildings in Arizona in connection with tax-deferred exchanges under
Section 1031 of the Internal Revenue Code. The Company acquired two such
replacement properties in the second quarter of 1999. One property is a 113,100
square foot industrial warehouse building located in Gilbert, Arizona and the
other property is a 76,800 square foot industrial warehouse building located in
Phoenix, Arizona. The Company expects to close on the third replacement property
in the third quarter of 1999. As the Company acquires replacement properties for
the apartments, earnings from property rentals are expected to increase. The
replacement properties have been acquired with a combination of cash contained
in the 1031 exchange escrows and debt.
The increase in general and administrative expense of $799,000 for the
six months ended June 30, 1999 as compared to same period in 1998 is due
primarily to increases in four items. Approximately 39% of the increase is due
to increased legal expense, primarily attributable to the Sedona litigation.
Approximately 11% of the increase is due to the use of two consultants in the
period ended June 30, 1999 that were only used in the second
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<PAGE> 8
quarter in 1998. One consultant was retained for investor relations and a
different consultant for identifying sources of capital and evaluating
alternative business strategies for the Company's mineral resources. The
Company's expense for the latter firm diminishes beginning in the mid-second
quarter of 1999. Approximately 25% of the increase is due to increased
accounting costs, primarily attributable to professional fees related to the
Company's restatement of its 1998 quarterly financial statements and additional
audit and tax consulting surrounding the Company's sale of several real estate
assets. A portion of the increased accounting costs is also due to tax
consulting related to improving the Company's tax analysis models and systems.
Approximately 12% of the increase is due to the increase, in the first quarter,
of the allowance for bad debts. The increase in general and administrative
expense of $232,000 for the three months ended June 30, 1999 as compared to the
same period in 1998 is due primarily to increases in two items. Approximately
38% of the increase is due to increased legal expense, primarily attributable to
the Sedona litigation. Approximately 49% of the increase is due to increased
accounting costs, primarily attributable to professional fees related to the
Company's restatement of its 1998 quarterly financial statements.
The managed loan portfolio of Bridge Financial Corporation stood at
$58.2 million as of June 30, 1999, of which $36.2 million was participated with
other lenders and $21.3 million (net of an allowance for bad debts of $.4
million and undisbursed loan proceeds of $.3 million) was recorded in the
Company's financial statements. As of July 31, 1999 the managed portfolio was
$57.3 million, of which $34.7 million was participated and $21.9 million (net of
an allowance for bad debts of $.4 million and undisbursed loan proceeds of $.3
million) was recorded in the Company's financial statements. This compares to a
December 31, 1998 managed portfolio of $53.8 million of which $32.4 million was
participated and $20.7 million (net of an allowance for bad debts of $.3 million
and undisbursed loan proceeds of $.4 million) was recorded in the Company's
financial statements, and compares to a June 30, 1998 managed portfolio of $65.5
million of which $41.5 million was participated and $23.4 million (net of an
allowance for bad debts of $.3 million and undisbursed loan proceeds of $.3
million) was recorded in the Company's financial statements.
The Company previously reported that it was negotiating with potential
buyers for the purchase of the property located at Cooper and Warner. A portion
of that property is now in escrow with two separate purchasers. The Company
previously reported that the Mesa property was for sale. That property is now in
escrow. As is customary in the real estate business, the buyers of these
properties (and of the other properties the Company has previously reported to
be in escrow) have certain time periods within which to perform feasibility and
due diligence investigations and may exercise certain contractual rights to
cancel the purchase contracts. Any such cancellation, depending on the reason
for and timing of such cancellation, may or may not cause the buyer to incur a
penalty for such cancellation. No assurance can be given that any particular
escrow will actually close.
LIQUIDITY AND CAPITAL RESOURCES
The real estate lending business will require larger amounts of capital
than currently
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<PAGE> 9
possessed by the Company in order for the Company to be an effective competitor
in the market. Management estimates that during 1999, approximately $75 million
of principal will be required to fund anticipated loan volume. In addition, the
Company will require cash for working capital, for continuing development work
on existing real estate projects and for projects that may be acquired through
tax-deferred exchanges. (See "Continuation of New Business Activity and Change
of Principal Business Emphasis" in Item 7 of the Company's 1998 Annual Report on
Form 10-K.)
The Company expects to generate a substantial amount of cash
(approximately one-third of the amount required) from the sale of real estate
during 1999. This cash will be re-deployed into the lending business. Cash will
also be generated from principal repayments on maturing loans in the Company's
existing loan portfolio. In addition, the Company now uses and intends to
continue to use participants or other joint funding sources on certain real
estate loans. Further, the Company is engaged in negotiations with a large
non-bank commercial lender to provide an additional warehouse line of credit
which would be available to finance the Company's real estate lending
activities. Discussions have proceeded far enough to say that a loan agreement,
if one is entered into, will be a secured revolving facility in the approximate
amount of $20,000,000.
As of June 30, 1999 the Company had a $10,000,000 partially secured
revolving line of credit from a commercial bank that may be used for general
corporate purposes. The line bears interest at the prime rate and expired July
2, 1999. The bank has renewed this loan to July 3, 2000 at the same interest
rate and has increased the maximum amount available to $15,000,000. At June 30,
1999 there was an outstanding balance of $4,545,000. As of July 31, 1999 the
line had an outstanding balance of $4,645,000. This loan contains financial
covenants which require the Company to maintain a specified minimum ratio of
current assets to current liabilities (as defined); a specified minimum excess
of current assets over current liabilities (as defined); and a specified maximum
ratio of total liabilities to tangible net worth. At June 30, 1999 the Company
was in compliance with these financial covenants.
The same commercial bank has made a construction loan to the Company to
finance development of the Grove Commons project. The loan is secured by the
property. The loan bears interest at the prime rate and expires December 31,
1999. At June 30, 1999 and July 31, 1999 the loan had an outstanding balance of
$1,895,000. The Company expects to replace this loan with longer-term financing
prior to its maturity.
In July 1999, one of the Albuquerque joint ventures, in which the
Company owns a 75% interest, entered into a loan agreement with a commercial
bank to finance lot development. The loan bears interest at the prime rate plus
1/4% and expires March 1, 2000. At July 31, 1999 there was no outstanding
balance.
Additionally, BFC has a $25,000,000 warehouse line of credit with a
large non-bank commercial lender to finance certain portions of BFC's real
estate lending activities. The line bears interest at rates ranging from 30-day
LIBOR plus 250 basis points to 30-day LIBOR plus 300 basis points and expires
September 17, 1999. As amounts are drawn, the
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<PAGE> 10
line will be secured by certain loan assets of the Company. At June 30, 1999 and
July 31, 1999 there were no outstanding balances. This loan contains financial
covenants which require BFC to maintain a minimum tangible net worth, a
specified maximum ratio of debt to tangible net worth, and a specified minimum
ratio of liquid assets to tangible net worth. At June 30, 1999 BFC was in
compliance with these financial covenants. The line is guaranteed by the
Company.
In addition to bank lines, the Company may seek qualified joint venture
partners to finance large real estate development projects to the extent that
the Company actually engages in such projects in the future. The use of joint
venture partners provides a source of development capital, mitigates the
Company's risk by sharing it with another party, and gives the Company access to
expertise that it might not otherwise have for particular projects.
YEAR 2000. The Year 2000 problem is the result of computer programs
being written in code which uses two digits rather than four digits to identify
a year. These computer programs do not properly recognize a year that begins
with "20" instead of the familiar "19" which could cause the computer
applications to fail or create erroneous results.
The Company has implemented a four phase internal plan to address the
Year 2000 issue through assessment, development, execution and integration. The
plan includes the assessment of information technology ("IT") systems and non-IT
systems. Phase I includes learning about Year 2000, identifying and taking
inventory of the business environment and assessing the extent to which the
Company's business environment will be impacted by the Year 2000 problem. The
Company has completed 100% of Phase I. Phase II is the development of a detailed
plan to determine the category of readiness for each identified inventory item
in Phase I, and the action necessary to bring the identified items in
compliance. The Company has completed approximately 100% of Phase II. Phase III
plans the time line to execute Phase II including critical data recovery and
data transfer procedures. The Company has completed approximately 90% of Phase
III and expects to complete Phase III by the end of the third quarter 1999.
Phase IV integrates and tests compliance of the inventory items. The Company has
completed approximately 40% of Phase IV and expects to complete Phase IV by the
end of the third quarter 1999.
Costs incurred to bring the Company's internal systems into year 2000
compliance are not expected to have a material impact on the Company's financial
position or results of operations. The Company estimates it will incur
approximately $50,000 in costs related to year 2000 compliance. All such costs
are expected to be incurred in 1999. As of June 30, 1999, the Company has
incurred costs of approximately $24,000 related to Year 2000 compliance.
The Company will be exposed to the risk that third parties the Company
deals with may not be Year 2000 compliant, which could cause disruptions in the
Company's activities with those third parties and with the Company's
relationships with customers, creditors and others. The Company's Year 2000 plan
includes an evaluation of these parties'
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<PAGE> 11
compliance.
Based on currently available information, management believes that the
most reasonably likely worst-case scenario could result in minor short-term
business interruptions. The Company's Year 2000 plan includes an assessment of
material third parties' Year 2000 readiness, but the Company cannot be certain
as to the actual Year 2000 readiness of the parties or to the impact that any
non-compliance on their part may have on the Company's business, results of
operations or financial condition. A contingency plan is expected to be
completed by the end of the third quarter 1999.
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PART II - OTHER INFORMATION
There were no proceedings, changes, occurrences or other matters occurring
during the six month period ended June 30, 1999, requiring a response to Items 1
through 5.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27.1, Financial Data Schedule
(b) No reports on Form 8-K were filed during the reporting quarter.
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.
New Mexico and Arizona Land Company
/s/Jerome L. Joseph
- ---------------------------------------
Controller and Treasurer
(Principal Financial Officer)
/s/R. Randy Stolworthy
- ---------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 1999
--------------------
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 3,305
<SECURITIES> 0
<RECEIVABLES> 27,351
<ALLOWANCES> 375
<INVENTORY> 0
<CURRENT-ASSETS> 20,983
<PP&E> 53,198
<DEPRECIATION> 2,941
<TOTAL-ASSETS> 81,366
<CURRENT-LIABILITIES> 8,584
<BONDS> 18,391
0
0
<COMMON> 35,341
<OTHER-SE> 13,793
<TOTAL-LIABILITY-AND-EQUITY> 81,366
<SALES> 12,626
<TOTAL-REVENUES> 16,027
<CGS> 8,391
<TOTAL-COSTS> 12,205
<OTHER-EXPENSES> 530
<LOSS-PROVISION> 100
<INTEREST-EXPENSE> 675
<INCOME-PRETAX> 3,292
<INCOME-TAX> 1,303
<INCOME-CONTINUING> 1,989
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,989
<EPS-BASIC> .29
<EPS-DILUTED> .29
</TABLE>
