<PAGE> 1
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, 1999 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 0-14050
THE SANDS REGENT
- --------------------------------------------------------------------------------
(exact name of registrant as specified in charter)
Nevada 88-0201135
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
345 North Arlington Avenue, Reno, Nevada 89501
- --------------------------------------------------------------------------------
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code (775) 348-2200
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 [ ]
On November 11, 1999, the registrant had outstanding 4,495,722 shares of its
common stock, $.05 par value.
<PAGE> 2
THE SANDS REGENT AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited). 1 - 6
Consolidated Statements of Operations 1
Consolidated Balance Sheets 2 - 3
Consolidated Statements of Cash Flows 4 - 5
Notes to Interim Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations. 7 - 11
PART II OTHER INFORMATION
Item 1. Legal Proceedings. 12
Item 2. Changes in Securities. 12
Item 3. Defaults Upon Senior Securities. 12
Item 4. Submission of Matters to a Vote of
Security Holders. 12
Item 5. Other Information. 12
Item 6. Exhibits and Reports on Form 8-K. 12
SIGNATURES 13
</TABLE>
<PAGE> 3
PART I FINANCIAL INFORMATION
Item 1. Financial Statements.
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands, THREE MONTHS
except per share amounts) ENDED SEPTEMBER 30,
----------- -----------
1998 1999
----------- -----------
<S> <C> <C>
Operating revenues:
Gaming $ 9,545 $4,860
Lodging 2,772 2,702
Food and beverage 2,106 1,834
Other 385 323
----------- -----------
14,808 9,719
Less complimentary lodging, food
and beverage included above 666 535
----------- -----------
14,142 9,184
Operating costs and expenses: ----------- -----------
Gaming 5,176 2,328
Lodging 1,181 1,114
Food and beverage 1,891 1,542
Other 149 139
Maintenance and utilities 1,761 755
General and administrative 3,260 1,640
Depreciation and amortization 1,028 719
----------- -----------
14,446 8,237
----------- -----------
Income (loss) from operations (304) 947
Other income (deductions):
Interest and other income 103 76
Interest and other expense (527) (323)
Gain on disposition of property and equipment -- 152
----------- -----------
(424) (95)
----------- -----------
Income (loss) before income taxes (728) 852
Income tax provision (benefit) (245) 241
----------- -----------
Net income (loss) $(483) $611
=========== ===========
Net income (loss) per share:
Basic $(.11) $.14
=========== ===========
Diluted $(.11) $.13
=========== ===========
Weighted average shares outstanding:
Basic 4,498,722 4,495,722
=========== ===========
Diluted 4,498,722 4,535,894
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-1-
<PAGE> 4
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands) JUNE 3, SEPTEMBER 30,
1999 1999
------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 5,540 $ 6,245
Short-term investments 10 1,951
Accounts receivable less allowance
for possible losses of $27 and $33 1,096 658
Note receivable, sale of subsidiaries 180 180
Inventories 483 516
Federal income tax refund receivable 300 300
Prepaid expenses and other assets 1,215 978
------- -------
Total current assets 8,824 10,828
------- -------
PROPERTY AND EQUIPMENT:
Land 8,093 8,495
Buildings and improvements 35,751 36,377
Equipment, furniture and fixtures 18,508 16,934
Construction in progress 768 690
------- -------
63,120 62,496
Less accumulated depreciation
and amortization 30,126 29,158
------- -------
Property and equipment, net 32,994 33,338
------- -------
OTHER ASSETS:
Note receivable, sale of subsidiaries, net 1,741 1,609
Other 135 133
------- -------
Total other assets 1,876 1,742
------- -------
Total assets $43,694 $45,908
======= =======
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-2-
<PAGE> 5
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Unaudited)
<TABLE>
<CAPTION>
(Dollars in thousands) JUNE 30, SEPTEMBER 30,
1999 1999
-------- -------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 814 $ 2,229
Accrued salaries, wages and benefits 854 920
Other accrued expenses 270 426
Deferred federal income tax liability 299 237
Current maturities of long-term debt 10,752 10,546
-------- --------
Total current liabilities 12,989 14,358
-------- --------
LONG-TERM DEBT 491 422
-------- --------
DEFERRED FEDERAL INCOME TAX LIABILITY 370 673
-------- --------
Total liabilities 13,850 15,453
-------- --------
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value, 5,000,000
shares authorized, none issued -- --
Common stock, $.05 par value, 20,000,000
shares authorized, 6,898,722 shares
issued 345 345
Additional paid-in capital 13,074 13,074
Retained earnings 38,783 39,394
-------- --------
52,202 52,813
Treasury stock, at cost; 2,403,000 shares (22,358) (22,358)
-------- --------
Total stockholders' equity 29,844 30,455
-------- --------
Total liabilities and stockholders'
equity $ 43,694 $ 45,908
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-3-
<PAGE> 6
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(Dollars in thousands) SEPTEMBER 30,
--------------------
1998 1999
------- -------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ (483) $ 611
Adjustments to reconcile net income (loss)
to net cash provided by
operating activities:
Depreciation and amortization 1,028 719
(Gain) loss on disposal of property
and equipment 2 (152)
(Increase) decrease in accounts
receivable 5 (215)
(Increase) decrease in inventories 24 (33)
(Increase) decrease in prepaid expenses
and other current assets (124) 237
Decrease in other assets 13 2
Increase in accounts payable 1,378 882
Increase (decrease) in accrued expenses (174) 222
Change in federal income taxes
payable/receivable (243) --
Change in deferred federal income taxes (3) 241
------- -------
NET CASH PROVIDED BY OPERATING ACTIVITIES 1,423 2,514
------- -------
INVESTING ACTIVITIES:
Purchase of short-term investments -- (1,941)
Receipt of funds previously held in escrow and
included in accounts receivable relative
to the sale of subsidiaries -- 653
Payments received on note receivable -- 132
Additions to property and equipment (363) (650)
Proceeds from sale of property and
equipment -- 272
------- -------
NET CASH USED IN INVESTING ACTIVITIES (363) (1,534)
------- -------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-4-
<PAGE> 7
THE SANDS REGENT AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(Dollars in thousands) SEPTEMBER 30,
----------------------
1998 1999
-------- --------
<S> <C> <C>
FINANCING ACTIVITIES:
Payment of accounts payable for prior period
purchases of property and equipment (9) --
Issuance of long-term debt 239 --
Payments on long-term debt (213) (275)
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 17 (275)
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS 1,077 705
CASH AND CASH EQUIVALENTS, BEGINNING OF
PERIOD 9,203 5,540
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 10,280 $ 6,245
======== ========
SUPPLEMENTAL CASH FLOW INFORMATION:
Property and Equipment acquired by
accounts payable $ -- $ 533
======== ========
Interest paid, net of amount capitalized $ 344 $ 220
======== ========
Federal income taxes paid $ -- $ --
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
-5-
<PAGE> 8
THE SANDS REGENT AND SUBSIDIARIES
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
NOTE 1 - BASIS OF PREPARATION
These statements should be read in connection with the 1999 Annual Report
heretofore filed with the Securities and Exchange Commission as Exhibit 13 to
the Registrant's Form 10-K for the year ended June 30, 1999. The accounting
policies utilized in the preparation of the financial information herein are the
same as set forth in such annual report except as modified for interim
accounting policies which are within the guidelines set forth in Accounting
Principles Board Opinion No. 28.
The Consolidated Balance Sheet at June 30, 1999 has been taken from the
audited financial statements at that date. The interim consolidated financial
information is unaudited. In the opinion of management, all adjustments,
consisting only of normal recurring accruals, necessary to present fairly the
financial condition as of September 30, 1999 and the results of operations and
cash flows for the three months ended September 30, 1999 and 1998 have been
included. Interim results of operations are not necessarily indicative of the
results of operations for the full year.
The accompanying Consolidated Financial Statements include the accounts of
the Company and its wholly owned subsidiary Zante, Inc. ("Zante") (together the
Company). The Consolidated Statements of Operations and Cash Flows, for the
three months ended September 30, 1998, include the accounts of the wholly owned
subsidiaries Patrician, Inc. ("Patrician"), Gulfside Casino, Inc. ("GCI"),
Artemis, Inc. ("Artemis"), and Gulfside Casino Partnership ("GCP") which were
sold by the Company to unrelated third parties on December 23, 1998. Zante owns
and operates the Sands Regency casino/hotel in Reno, Nevada and GCP owned and
operated the Copa Casino in Gulfport, Mississippi.
NOTE 2 - EARNINGS PER SHARE
The weighted average number of shares outstanding for the calculation of
diluted earnings per share, for the three months ended September 30, 1999,
include the dilutive effect of Company stock options to purchase common stock.
For the three months ended September 30, 1998 there were no outstanding
convertible securities that would result in dilutive potential common shares.
-6-
<PAGE> 9
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Results of operations - First Quarter 2000 Compared to First Quarter 1999
The Company sold Patrician, GCI and Artemis, including the Copa Casino, to
unrelated third parties on December 23, 1998. The Company's consolidated
statements of operations and cash flows include the operating results of such
Companies through September 30, 1998. Management's Discussion and Analysis of
Financial Condition and Results of Operations will be directed at continuing
operations with only general and otherwise pertinent information provided
regarding operating results for the Companies sold.
In the three month period ended September 30, 1999, compared to the same
three months ended September 30, 1998, revenues decreased to $9.2 million from
$14.1 million. This decrease in revenues is due to the elimination of revenues
from the Copa Casino of $5.6 million. Such decrease was offset by improved
revenues from the Sands Regency to $9.2 million in the current year first
quarter from $8.5 million in the prior year first quarter, an increase of
approximately 8%. For the same comparable quarters, income from operations
improved from a loss from operations of $303,000 to income from operations of
$947,000. Approximately $342,000 of this increase is due to the elimination of
the the Copa Casino. The remaining improvement in income from operations of
$908,000 is attributable to the Sands Regency.
The Company had net income in the first quarter of fiscal 2000 of
$611,000, or income per share (basic) of $.14, as compared to a net loss of
$483,000, or loss per share of $.11 in the first quarter of fiscal 1999. This
improvement in net income includes the elimination of the prior year first
quarter net loss from the Copa Casio of $334,000 and improved net income from
the Sands Regency. Net income from the Sands Regency improved from a net loss of
$149,000 in the September 1998 quarter to net income of $611,000 in the
September 1999 quarter.
The improvements in revenue, income from operations and net income at the
Sands Regency are a result of improved hotel occupancy, increased revenue per
occupied room and the continued positive effect of improved methods of
operations and increased efficiencies implemented in fiscal 1999.
The slight decrease in lodging revenue of $70,000, in the first quarter of
fiscal 2000 compared to the same quarter in the prior year, is due to a decline
in the average room rate from approximately $41.50 to $39.00. Such decline is
due, in part, to softer hotel rates during a city-wide special event (Hot August
Nights) which was curtailed in the current year. Hotel occupancy, for the same
comparable quarters, increased from 67,000 room nights (77.5%) to 69,000 room
nights (89.6%). In early April 1999, the Company discontinued the use of 102
older motel rooms which were subsequently razed.
-7-
<PAGE> 10
Results of operations - First Quarter 2000 Compared to First Quarter 1999
(continued)
The $4.7 million decrease in gaming revenue, in the September 2000 quarter
versus the September 1999 quarter,is attributable to the elimination of the Copa
Casino. At the Sands Regency, gaming revenue improved from $4.2 million in the
first quarter of fiscal 1999 to $4.9 million in the first quarter of fiscal
2000, a 16% increase. Such increase is attributable to an increase in hotel
occupancy and an increase in casino gaming revenue per occupied room. Casino
revenue per occupied room increased from approximately $61 to $69 which
reflects, in part, increased gaming from non-hotel guests, primarily local
residents.
The decrease in food and beverage revenue of $272,000, in the three months
ended September 30, 1999 versus the comparable prior year three months, consists
of a decrease from the Copa Casino of $446,000 which was partially offset by an
increase at the Sands Regency of $174,000. Such increase at the Sands Regency is
due to the improved hotel occupancy and increased food revenue per occupied room
which increased from approximately $21 in the three months ended September 30,
1998 to over $22 in the three months ended September 30, 1999. Such improvement
is due, in part, to the updating of food venues and increased menu prices.
The decrease in other revenue of $62,000, in the quarter ended September
30, 1999 versus the quarter ended September 30, 1998, is primarily due to the
elimination of the Copa Casino. The decrease in complimentary lodging, food and
beverage, deducted from revenue, of $131,000 includes a decline associated with
the elimination of the Copa Casino of $225,000 as partially offset by an
increase from the Sands Regency of $94,000. The increase at the Sands Regency is
due to the increase in occupancy and gaming play.
The decrease in gaming costs and expenses of $2.8 million in the three
months ended September 30, 1999, compared to the three months ended September
30, 1998, consists of decreases from the Copa Casino and Sands Regency of $2.7
million and $70,000, respectively. The decrease at the Sands Regency is due, in
part, to improved operating practices and methods implemented in fiscal 1999.
The decrease in lodging costs and expenses of $67,000, in the first
quarter of fiscal 2000 compared to the same quarter in fiscal 1999, is primarily
in salaries, wages and benefits. Such decrease is a result of the continuing
effect of improved efficiencies at the Sands Regency.
The decrease in food and beverage costs and expense of $349,000, in the
first quarter of fiscal 2000 compared to the first quarter of fiscal 1999, is
primarily attributable to the elimination of the Copa Casino. At the Sands
Regency, food and beverage costs did not increase, despite the increase in
revenue.
The decrease in maintenance and utilities costs and expenses of $1.0
million consists of the elimination of costs and expenses associated with the
Copa Casino of $866,000 and a decline from the Sands Regency of approximately
$140,000. The decrease at the Sands Regency is primarily salaries, wages and
benefits and is a result of the continuing effect of improved efficiencies at
the Sands Regency.
-8-
<PAGE> 11
Results of operations - First Quarter 2000 Compared to First Quarter 1999
(continued)
The decreases in general and administrative costs and expenses and
depreciation and amortization expense of $1.6 million and $309,000,
respectively, in the quarter ended September 30, 1999 as compared to the quarter
ended September 30, 1998, are attributable to the Copa Casino.
The decreases in interest and other income of $27,000 and interest and
other expense of $204,000 are also primarily attributable to the elimination of
the Copa Casino.
Capital resources and liquidity
There were no material changes in The Sands Regent's financial condition
nor were there any substantive changes relative to matters discussed in the
Capital Resources and Liquidity section of Management's Discussion and Analysis
of Financial Condition and Results of Operations as presented in the 1999 Annual
Report appearing as Exhibit 13 to the Company's Form 10-K for the year ended
June 30, 1999.
Year 2000
The Year 2000 issue is the result of information technology ("IT") and
non-IT (embedded technology such as microcontrollers) hardware and software
systems and components utilizing two digits, rather than four digits, to define
the year. Date-sensitive hardware and software systems and components may
recognize a date using "00" as the year 1900 rather than the year 2000. This is
generally referred to as the "Year 2000 Problem" or the "Y2K Problem". This
could result in IT and non-IT hardware or software system and component ("Y2K
Systems and Components") failures or miscalculations causing disruptions of
operations and the ability to engage in normal business activities.
The Company has undertaken a study and assessment of its Y2K Systems and
Components in order to determine the impact of the Y2K Problem on such Y2K
Systems and Components. This study and evaluation includes specifically
identifying those Y2K Systems and Components utilized by the Company that may be
non-Y2K compliant, evaluating necessary corrective actions and implementing
corrective actions, including appropriate testing, so as to minimize the impact
of the Y2K Problem on the Company. Corrective actions may include software or
hardware modifications or the replacement of Y2K Systems and Components that are
non-Y2K compliant. The Company's Y2K study and assessment has also been, and
will be, utilized with respect to those Y2K Systems and Components that may be
subsequently acquired by the Company with greater reliance given to third party
representations.
The Company has generally completed the identification, evaluation and
corrective actions phases which includes internal reviews and testing as well as
inquires to third parties supplying or maintaining Y2K Systems. The
implementation phase is also in progress and is anticipated to be significantly
completed by November 1999. Certain additional follow-up testing is also
anticipated to take place and will continue through the second quarter of fiscal
2000.
-9-
<PAGE> 12
Results of operations - First Quarter 2000 Compared to First Quarter 1999
(continued)
The Company has also undertaken a more limited study and assessment of the
Y2K Problem with respect to third party vendors, suppliers, customers and other
business associates. Such study and assessment is directed toward third parties
that have a material relationship with the Company or may materially affect the
Company's operations such as major customers and suppliers, financial
institution and communications providers. The scope of such limited study and
assessment has been limited, by necessity, to appropriate inquiries of such
third parties. The Company believes, based on the wide attention that the Y2K
Problem has received, the relative size and prominence of certain third parties
and the preliminary information received, to date, from select third parties,
that the impact of the Y2K Problem on such third parties will not have a
material affect on the Company's operations. The Company has generally completed
the study and assessment of the Y2K Problem relative to its material third party
vendors, suppliers, customers and other business associates and will continue to
follow up on incomplete and failed responses.
The Company has, and will, utilize both internal and external resources to
achieve Y2K compliance which will include modifying certain Y2K Systems and
Components and replacing others. The Company presently estimates that the
remaining costs to assure material Y2K compliance will be less than $100,000, to
be incurred over the next 3 months. Such estimate is based upon the Company's
study and assessment and is subject to modification as conditions change or more
information is obtained. There can be no guarantee that this estimate will be
achieved and actual results could materially differ from the estimate. Costs to
date have been immaterial.
The Company believes that the scope and time table of its study and
assessment of Y2K Systems and Components, to achieve Y2K compliance, is adequate
and realistic. Further, the Company believes that those Y2K Systems and
Components with a greater likelihood of adversely impacting the Company's
business and financial performance will be Y2K compliant in a timely manner.
Nevertheless, if one or more of the Company's Y2K Systems and Components fail to
achieve Y2K compliance, or are overlooked, there could be a material adverse
impact on the Company's business operations or financial performance.
Additionally, there can be no assurances that the Y2K Systems and Components of
third parties, which may materially affect the Company, will be timely converted
to assure Y2K compliance.
The Company has not formulated a contingency plan in the event one or more
of the Company's, or third party's, Y2K Systems and Components fail to achieve
Y2K compliance. The Company will continue to review the necessity for a
contingency plan as its Y2K study and assessment progresses. The decision to
develop and the scope of a contingency plan will be based upon an evaluation of
potential future unavoided or unavoidable risks of Y2K noncompliance and an
assessment of the potential adverse impact to the Company.
-10-
<PAGE> 13
Results of operations - First Quarter 2000 Compared to First Quarter 1999
(continued)
Cautionary statement for purposes of the "Safe Harbor" provisions of the Private
Securities Litigation Reform Act of 1995
The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains various "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, which represent
the Company's expectations or beliefs concerning future events. Such statements
are identified by the words "anticipates", "believes", "expects", "intends",
"future", or words of similar import. Various important factors that could
cause actual results to differ materially from those in the forward-looking
statements include, without limitation, the following: increased competition in
existing markets or the opening of new gaming jurisdictions; a decline in the
public acceptance of gaming; the limitation, conditioning or suspension of any
of the Company's gaming licenses; increases in or new taxes imposed on gaming
revenues or gaming devices; a finding of unsuitability by regulatory authorities
with respect to the Company's officers, directors or key employees; loss or
retirement of key executives; significant increases in fuel or transportation
prices; adverse economic conditions in the Company's key markets; severe and
unusual weather in the Company's key markets and adverse results of significant
litigation matters.
-11-
<PAGE> 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
NONE
Item 2. Changes in Securities.
NONE
Item 3. Defaults Upon Senior Securities.
NONE
Item 4. Submission of Matters to a Vote of Security Holders.
NONE
Item 5. Other Information.
NONE
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits:
27 Financial Data Schedule
(b) Reports on Form 8-K:
NONE
-12-
<PAGE> 15
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.
THE SANDS REGENT
(Registrant)
Date: November 11, 1999 By /s/ DAVID R. WOOD
----------------------------------------
David R. Wood, Executive Vice President
Principal Accounting and Financial Officer
-13-
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Page
------- ------------
<S> <C>
27 Financial Data Schedule.........................
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,245
<SECURITIES> 1,951
<RECEIVABLES> 691
<ALLOWANCES> 33
<INVENTORY> 516
<CURRENT-ASSETS> 10,828
<PP&E> 62,496
<DEPRECIATION> 29,158
<TOTAL-ASSETS> 45,908
<CURRENT-LIABILITIES> 14,358
<BONDS> 422
0
0
<COMMON> 345
<OTHER-SE> 30,455
<TOTAL-LIABILITY-AND-EQUITY> 45,908
<SALES> 1,834
<TOTAL-REVENUES> 9,184
<CGS> 1,542
<TOTAL-COSTS> 5,123
<OTHER-EXPENSES> 3,114
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 323
<INCOME-PRETAX> 852
<INCOME-TAX> 241
<INCOME-CONTINUING> 611
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 611
<EPS-BASIC> .14
<EPS-DILUTED> .13
</TABLE>
