UNITED STATES
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 April 30, 1997
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: 0-20820
SHUFFLE MASTER, INC.
(Exact name of registrant as specified in its charter)
Minnesota 41-1448495
(State or Other Jurisdiction (IRS Employer Identification No.)
of Incorporation or Organization)
10901 Valley View Road, Eden Prairie MN 55344
(Address of Principal Executive Offices) (State) (Zip Code)
Registrant's Telephone Number, Including Area Code: (612) 943-1951
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 ____
As of June 4, 1997, there were 10,585,327 shares of the Company's $.01 par value
common stock outstanding.
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHUFFLE MASTER, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS) APRIL 30, OCTOBER 31,
--------- -----------
ASSETS 1997 1996
--------- -----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents $ 1,252 $ 3,440
Investments 18,454 23,038
Accounts receivable 4,217 3,567
Inventories 2,393 2,059
Other current assets 889 1,366
------- -------
Total current assets 27,205 33,470
SYSTEMS AND EQUIPMENT LEASED UNDER OPERATING
LEASES, NET, AND HELD FOR LEASE 9,194 7,491
PROPERTY AND EQUIPMENT, NET 3,679 3,039
INTANGIBLE ASSETS, NET, PRIMARILY PURCHASED GAMES 3,923 --
OTHER ASSETS 732 1,297
======= =======
$44,733 $45,297
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 967 $ 1,369
Accrued liabilities:
Compensation 1,008 698
Expenses 277 198
Customer deposits 1,766 1,335
Tournament playoff liability 1,039 2,072
Current portion of long-term obligation 601 --
Income taxes payable 233 254
------- -------
Total current liabilities 5,891 5,926
DEFERRED INCOME TAXES 232 232
LONG-TERM OBLIGATION 1,944 --
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value, 30,000 shares
authorized, 10,615 and 11,177 shares
issued and outstanding 106 112
Additional paid-in capital 32,081 37,043
Retained earnings 4,479 1,984
------- -------
Total shareholders' equity 36,666 39,139
------- -------
$44,733 $45,297
======= =======
See Notes to Consolidated Financial Statements
<TABLE>
<CAPTION>
SHUFFLE MASTER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share THREE MONTHS ENDED SIX MONTHS ENDED
amounts) APRIL 30, APRIL 30,
--------------------- ---------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
REVENUE:
Shuffler lease $ 2,877 $ 2,305 $ 5,584 $ 4,494
Shuffler sales 2,293 870 3,999 1,640
Let It Ride(R) The Tournament(TM) 1,692 2,029 3,329 3,676
Other 590 249 1,027 391
-------- -------- -------- --------
7,452 5,453 13,939 10,201
COSTS AND EXPENSES:
Cost of leases, sales and Let It 2,620 1,740 5,013 3,316
Ride(R) The Tournament(TM)
Selling, general and administrative 2,522 1,652 4,950 3,060
Research and development 381 307 718 543
-------- -------- -------- --------
Total operating expenses 5,523 3,699 10,681 6,919
-------- -------- -------- --------
INCOME FROM OPERATIONS 1,929 1,754 3,258 3,282
OTHER INCOME (EXPENSE):
Loss on notes receivable -- -- -- (3,370)
Interest income 289 341 637 711
-------- -------- -------- --------
Income before income taxes 2,218 2,095 3,895 623
Provision for income taxes 800 550 1,400 175
-------- -------- -------- --------
NET INCOME $ 1,418 $ 1,545 $ 2,495 $ 448
======== ======== ======== ========
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING 10,823 11,242 11,018 11,218
======== ======== ======== ========
NET INCOME PER SHARE $ .13 $ .14 $ .23 $ .04
======== ======== ======== ========
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
<CAPTION>
SHUFFLE MASTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SIX MONTHS ENDED
APRIL 30,
----------------------
(IN THOUSANDS) 1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 2,495 $ 448
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,781 1,144
Provision for inventory obsolescence 323 100
Loss on notes receivable -- 3,300
Deferred income taxes -- (375)
Changes in operating assets and liabilities:
Accounts receivable (650) 116
Inventories (657) 544
Other current assets (123) (1,287)
Accounts payable and accrued liabilities (13) 263
Customer deposits 431 326
Tournament playoff liability (1,033) 1,097
Income taxes payable (21) 344
-------- --------
Net cash provided by operating activities 2,533 6,020
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of investments (38,658) (14,190)
Proceeds from the sales and maturity of investments 43,242 13,700
Payments for systems and equipment leased and (2,958) (1,488)
held for lease
Purchases of property and equipment (1,028) (704)
Payments for intangible assets, including purchased (125) --
new games
Other (241) (282)
-------- --------
Net cash provided (used) by investing activities 232 (2,964)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common shares (5,000) --
Proceeds from issuance of common stock 47 617
-------- --------
Net cash (used) provided by financing activities (4,953) 617
-------- --------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (2,188) 3,673
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,440 1,896
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,252 $ 5,569
======== ========
CASH PAID FOR INCOME TAXES $ 1,420 $ 268
======== ========
See Notes to Consolidated Financial Statements
</TABLE>
SHUFFLE MASTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Interim Financial Statements:
The financial statements as of April 30, 1997, and for the three and six
month periods ended April 30, 1997 and 1996, are unaudited, but in the
opinion of management include all adjustments (consisting only of normal,
recurring adjustments) necessary for a fair presentation of the financial
results for the interim periods. The results of operations for the three
and six month periods ended April 30, 1997, are not necessarily indicative
of the results to be expected for the year ending October 31, 1997. These
interim statements should be read in conjunction with the Company's October
31, 1996, financial statements and notes thereto included in its Form 10-K.
<TABLE>
<CAPTION>
2. Inventories:
DESCRIPTION APRIL 30, 1997 OCTOBER 31, 1996
-------------------------------------------------------- ---------------- ----------------
<S> <C> <C>
Raw materials $ 2,114 $ 1,600
Work-in-process 498 432
Finished goods 221 187
---------------- ---------------
2,833 2,219
Less: Valuation allowance (440) (160)
---------------- ---------------
$ 2,393 $ 2,059
================ ===============
3. Systems and Equipment Leased and Held for Lease:
Systems and equipment leased and held for lease includes the various models
of shufflers and Let It Ride(R) table equipment and video machines.
DESCRIPTION APRIL 30, 1997 OCTOBER 31, 1996
-------------------------------------------------------- ---------------- ----------------
Systems and equipment leased:
Shuffler systems $ 5,578 $ 5,190
Let It Ride(R)equipment 3,289 2,329
---------------- --------------
8,867 7,519
Less: Accumulated depreciation (3,346) (2,456)
---------------- --------------
5,521 5,063
Systems and equipment held for lease:
Shuffler systems 1,990 1,522
Let It Ride(R)equipment 1,683 906
---------------- ---------------
$ 9,194 $ 7,491
================ ===============
</TABLE>
4. Common Stock:
From December 1996 to April 1997, the Company repurchased 569,000 shares of
its common stock at a total cost of $5,000,000 which completed the October
1996 Board of Directors share repurchase authorization. In April 1997, the
Board of Directors authorized the repurchase of an additional $5,000,000 of
the Company's common shares. No shares were repurchased under this
authorization during the quarter ended April 30, 1997.
5. Contingency:
The Company is involved in litigation with Progressive Games, Inc., a
Florida corporation. The Company has a declaratory judgment action pending
in the United States District Court in Nevada, Mississippi, and Connecticut
requesting a determination that certain patents owned by Progressive Games,
Inc. are either invalid or not infringed by the Company. Progressive Games,
Inc. is suing the Company in United States District Court in Nevada,
Mississippi and Connecticut alleging the Company's Let It Ride(R) The
Tournament(TM) game and apparatus infringe certain of Progressive Games,
Inc.'s patents. Progressive Games, Inc. is asking for injunctive relief and
damages.
The Company has challenged the validity of some of Progressive Games,
Inc.'s patents in the U.S. Patent and Trademark Office. The Company
believes that the pertinent claims of Progressive Games, Inc.'s patents are
invalid, but in the event they are held to be valid, the Company believes
the Let It Ride(R) The Tournament(TM) game and apparatus do not infringe
any of Progressive Games, Inc.'s patents.
The Company has agreed to defend and indemnify, and is defending and
indemnifying all of its Let It Ride(R) The Tournament(TM) casino licensees
who were sued by Progressive Games, Inc. due to their use of the Let It
Ride(R) The Tournament(TM) game and apparatus. If Progressive Games, Inc.
should prevail in its suit, management does not believe it would materially
affect the Company's financial condition.
The Company has been sued in United States District Court in Nevada by DD
Stud, Inc. and Anchor Coin, both Nevada corporations, alleging that the
Company's basic Let It Ride(R) game infringes certain of their patent
rights. The Company has answered the complaint denying infringement and
counterclaiming for declaratory relief that the plaintiff's patents are
invalid. The Company has also counterclaimed for damages against Stanley E.
Fulton and Anchor Gaming, a Nevada corporation as well as against DD Stud,
Inc. and Anchor Coin, alleging violations of antitrust and abuse of the
patent process. Management believes that its game does not infringe the
patent rights, and will continue to vigorously defend its position. If DD
Stud, Inc. and Anchor Coin should prevail in this suit, management does not
believe it would materially affect the Company's operations.
6. Reclassifications:
Certain reclassifications were made to the April 30, 1996, financial
statements to conform to the current period presentation. Specifically, Let
It Ride(R) The Tournament(TM) playoff prize fund revenue, and related
playoff prize fund expenses included in cost of sales, leases and Let It
Ride(R) The Tournament(TM) were each reduced by $4,462,000 and $8,823,000
for the quarter and six months ended April 30, 1996, respectively. This was
the amount collected by the Company during the second quarter and first six
months of fiscal 1996 to fund Let It Ride(R) The Tournament(TM) guaranteed
cash prize payments. This reclassification had no effect on net income as
previously reported.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth selected financial information derived from the
Company's Consolidated Statements of Operations:
<TABLE>
<CAPTION>
THREE MONTHS SIX MONTHS
------------------------------------ ---------------------------------------
PERIOD ENDED APRIL 30, 1997 1996 1997 1996
- ----------------------------------- ------------------ ----------------- ------------------- -------------------
<S> <C> <C> <C> <C>
Revenue 100.0% 100.0% 100.0% 100.0%
Cost of products 35.2 31.9 36.0 32.5
------------------ ----------------- ------------------- -------------------
Gross margin 64.8 68.1 64.0 67.5
------------------ ----------------- ------------------- -------------------
Selling, general and administrative 33.8 30.3 35.5 30.0
Research and development 5.1 5.6 5.2 5.3
------------------ ----------------- ------------------- -------------------
Income from operations 25.9 32.2 23.3 32.2
Other income (expense), net 3.9 6.2 4.6 (26.1)
------------------ ----------------- ------------------- -------------------
Income before income taxes 29.8 38.4 27.9 6.1
Provision for income taxes 10.8 10.1 10.0 1.7
================== ================= =================== ===================
Net income 19.0% 28.3% 17.9% 4.4%
================== ================= =================== ===================
</TABLE>
REVENUE
Revenue for the three months ended April 30, 1997, was $7,452,000, an increase
of $1,999,000 or 36.7% over the same period last year. Shuffler lease revenue
increased by $572,000, or 24.8% from the second quarter of last year, as the
installed lease base increased by 13.9%. Shuffler lease revenue increased due to
increased penetration into markets outside of Nevada. The lease base unit
increase was less than the revenue increase due to the relatively high number of
lease to sale unit conversions in the current year second quarter, which
accounted for the significant increase in current period shuffler sales.
Shuffler unit sales totaled 290 in the current second quarter, of which 208
units were sales conversions of units under lease or back-up units on the casino
property. Revenue from Let It Ride(R) The Tournament(TM) totaled $1,692,000 in
the current quarter, down from $2,029,000 in the prior year second quarter. Last
year's second quarter included revenue of $246,000 resulting from receipt of
surplus funds collected to fund the guaranteed prize payouts. There has been no
receipt of surplus funds during the current fiscal year. As of April 30, 1997,
the Company was licensed in Nevada and at the Foxwoods Resort Casino in
Connecticut to operate Let It Ride(R) The Tournament(TM). Let It Ride(R) The
Tournament(TM) has been operating under a field trial in Mississippi since June
1996. In May 1997, the Company installed six Let It Ride(R) The Tournament(TM)
tables at the Mohegan Sun casino in Connecticut. Revenue from Let It Ride(R) The
Tournament(TM) is derived from a percentage of the $1.00 bonus bet option in
Nevada and Mississippi, while revenue from Foxwoods Resort Casino and Mohegan
Sun is earned monthly on a fixed fee basis. There were approximately 187 tables
in use at these jurisdictions as of April 30, 1997, compared to 156 tables in
Nevada at April 30, 1996. Despite the overall increase in installed tables,
revenue declined on a year-to-year comparison due to a combination of a decrease
in hands played and decreased participation by the players in the $1.00 bonus
bet option in the Nevada casinos.
Revenue for the six months ended April 30, 1997, was $13,939,000, an increase of
$3,738,000 or 36.6% over the six month period ended April 30, 1996. Lease
revenue increased to $5,584,000 in the current year compared to $4,494,000 in
the prior year period, while shuffler sales increased by $2,359,000 to
$3,999,000 in the current six month period. Let It Ride(R) The Tournament(TM)
revenue decreased by 9.4% between the comparable six-month periods for the
reasons noted above. Other revenue increased by $636,000 from the prior year,
principally due to revenue generated from the monthly royalty fees on the
installed Let It Ride(R) basic tables.
In May 1997, the Company, through its joint venture agreement with International
Game Technology, introduced Five Deck Frenzy(TM), a wide area progressive video
poker game. The game is currently being test marketed in Nevada.
COSTS AND EXPENSES
Gross margin was 64.8% and 64.0% for the current quarter and six months,
compared to 68.1% and 67.5% in the prior year. The margin decrease resulted
primarily from three factors. The Company provided $173,000 and $323,000 to
inventory valuation reserves in the current quarter and six months,
respectively, for valuation adjustments on early version finished shufflers and
component parts, and certain Let It Ride(R) equipment. The valuation provision
for the prior year was $100,000 which was recorded in the second quarter.
Service related expenses increased significantly in the second quarter and six
months of fiscal 1997 compared to the prior year as the Company increased its
field support staff due to jurisdictional expansion. Finally, the prior year
second quarter revenues included receipt of $246,000 of surplus funds from Let
It Ride(R) The Tournament(TM) with no associated cost of sales.
Selling, general and administrative expenses increased by $870,000, to
$2,522,000 in the current year second quarter, and by $1,890,000 to $4,950,000
in the six month period ended April 30, 1997. Overall, expenses increased due to
additional staffing and facilities related costs made necessary by revenue
growth. Staffing levels have increased by over 30% when comparing the number of
employees at April 30, 1997, to the number of employees at April 30, 1996.
Facilities expenses increased as the Company leased a new building in Las Vegas,
Nevada, beginning November 1996. Incentive compensation accruals were recorded
in the current year due to achieving certain financial objectives. Legal and
professional fees were approximately $400,000 and $700,000 for the current
quarter and six months, respectively, and were more than double the expense
levels from the comparable periods in the prior year. The increased professional
fees resulted from the ongoing litigation (see Note 5 to the Consolidated
Financial Statements), and increased licensing and patent related expenditures.
Research and development expenses increased to $381,000 from $307,000 in the
prior year second quarter, and $718,000 compared to $543,000 for the six month
period. Additional expenses were incurred for the development of new video games
for the gaming industry.
OTHER INCOME (EXPENSE)
Interest income was $289,000 in the current second quarter and $637,000 for the
current six month period, compared to $341,000 and $711,000, respectively, in
the prior year. The decrease in interest income resulted from decreased cash and
investments due to cash used to fund the $5,000,000 repurchase of Company shares
during the current period. Prior year other expense included a $3,370,000 loss
on notes receivable.
INCOME TAXES
The Company recorded income tax expense at an effective annual rate of 36.1% for
the quarter and 35.9% year-to-date, compared to 26.3% and 28.1% in the prior
year periods. The Company reversed all of its deferred tax asset valuation
allowance in fiscal 1996.
NET INCOME PER SHARE
Net income per share was $.13 for the current year second quarter, and $.23 for
the current six month period. Weighted average common and common equivalent
shares outstanding decreased to 10,823,000 from 11,242,000 in the second quarter
of fiscal 1996, and to 11,018,000 for the current six month period from
11,218,000 for the six months ended April 30, 1996, principally due to the
repurchase of 569,000 common shares during the current six-month period through
the Board authorized share repurchase program.
LIQUIDITY AND CAPITAL RESOURCES
As of April 30, 1997, the Company had cash and investments totaling $19,706,000,
compared to $26,478,000 at October 31, 1996. The current ratio decreased to 4.6
to 1 from 5.6 to 1 at October 31, 1996, while working capital decreased to
$21,314,000 at April 30, 1997, from $27,544,000 at October 31, 1996. The primary
reason for the decrease in the current ratio and working capital was the use of
$5,000,000 to repurchase Company shares.
Cash flows from operating activities totaled $2,533,000 in the current six
months compared to cash flows from operating activities of $6,020,000 in the
same period last year. Significant items under cash flows from operating
activities include net income of $2,495,000, non-cash charges for depreciation
and amortization, and inventory allowance provisions of $2,104,000, and a use of
cash due to the decrease in the Tournament playoff liability of $1,033,000. The
most recent Tournament, completed in April 1997 in Nevada, required cash prize
payouts of over $1,800,000. Other uses of cash include $650,000 and $657,000 to
fund increases in accounts receivable and inventories. The increase in accounts
receivable resulted from increased sales in the current second quarter.
Inventories have increased to meet anticipated future shuffler business and
jurisdictional expansion of the Let It Ride(R) table and video games. Cash
provided by investing activities included the redemption of $5,150,000 of
investments used to fund the share repurchase. Payments for systems and
equipment leased and held for lease included over $1,300,000 for the purchase of
video slot machines and related equipment for the Let It Ride(R) Bonus Video.
Property and equipment purchases were $1,028,000 and included approximately
$725,000 for leasehold improvements and furnishings for the new facility under
lease in Las Vegas, Nevada. Under financing activities, the Company repurchased
569,000 of its common shares at a total cost of $5,000,000 under its share
repurchase program.
The Company believes its current cash and investments, and cash provided by
operations will be sufficient to finance its current operations, share
repurchase program, and new product development needs.
FORWARD LOOKING STATEMENTS
This report contains forward looking statements that reflect risks and
uncertainties that could cause actual results to differ materially from
expectations.
Factors that could cause actual results to differ materially from expectations
include, but are not limited to, the following: changes in the level of
acceptance of the Company's existing products; competitive advances;
acceleration and/or deceleration of various product development and roll out
schedules; consumer and industry acceptance of the Company's products in new
jurisdictions and new products as introduced; higher than expected product
development and/or roll out costs; current and/or unanticipated future
litigation; general economic conditions; regulatory and jurisdictional issues
involving the Company specifically, and for the gaming industry in general; and
the relative financial health of the gaming industry both nationally and
internationally.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company has been a party to legal proceedings with D&D Gaming which began in
1995, when the Company filed a declaratory judgment action against D&D Gaming,
and D&D Gaming filed suit against the Company for willful patent infringement.
Both actions involve the Company's Let It Ride(R) The Tournament(TM) game. D&D
Gaming assigned all of its rights, title and interest in the patents that were
the subject matter of this proceeding to Progressive Games, Inc. The Company has
been sued in District Court in Nevada, Mississippi and Connecticut. In February
1997, the District Court in Mississippi denied a motion by Progressive Games
Inc. for preliminary injunctive relief relative to the Let It Ride(R) The
Tournament(TM) apparatus.
The Company was served with a lawsuit by DD Stud, Inc. and Anchor Coin in
September 1996. The lawsuit alleges the Company's Let It Ride(R) basic game
infringes on certain patents held by DD Stud, Inc. and licensed by Anchor Coin.
See additional discussion regarding these legal proceedings under Note 5 to the
Consolidated Financial Statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
The Annual Meeting of Shareholders was held on March 10, 1997. At such time, the
proposal to set the number of members of the Board of Directors to six was
passed. All Directors nominated for election, which included only incumbent
Directors, were elected for another one-year term.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: Exhibit 27, Financial Data Schedule
(b) Reports on Form 8-K: None
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.
SHUFFLE MASTER, INC.
(Registrant)
Date: June 12, 1997
/s/ Joseph J. Lahti
- --------------------------------
Joseph J. Lahti
Chief Financial Officer
/s/ John A. Rahja
- --------------------------------
John A. Rahja
Corporate Controller
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> OCT-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> APR-30-1997
<CASH> 1,252
<SECURITIES> 18,454
<RECEIVABLES> 4,342
<ALLOWANCES> 125
<INVENTORY> 2,393
<CURRENT-ASSETS> 27,205
<PP&E> 4,753
<DEPRECIATION> 1,074
<TOTAL-ASSETS> 44,733
<CURRENT-LIABILITIES> 5,891
<BONDS> 1,944
0
0
<COMMON> 106
<OTHER-SE> 36,560
<TOTAL-LIABILITY-AND-EQUITY> 44,733
<SALES> 3,999
<TOTAL-REVENUES> 13,939
<CGS> 1,324
<TOTAL-COSTS> 5,013
<OTHER-EXPENSES> 718
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,895
<INCOME-TAX> 1,400
<INCOME-CONTINUING> 2,495
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,495
<EPS-PRIMARY> .23
<EPS-DILUTED> .23
</TABLE>
