<PAGE>
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 March 31, 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 1-9663
--------------
Mid-America Realty Investments, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 47-0700007
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11506 Nicholas Street, Suite 100, Omaha, NE 68154
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (402) 496-3300
--------------------
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 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
---
At April 30, 1997, the registrant had 8,283,759 shares of common stock
outstanding.
1
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
FORM 10-Q
INDEX
Page
----
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
at March 31, 1997 and December 31, 1996. 3
Consolidated Statements of Operations
for the Three Months Ended March 31,
1997 and 1996. 4
Consolidated Statements of Cash Flows
for the Three Months Ended March 31,
1997 and 1996. 5
Notes to Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations. 9
Part II. Other Information 13
Signature Page 14
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS)
ASSETS March 31, 1997 December 31, 1996
-------------- -----------------
Cash $ ---- $ ----
Accounts receivable, net of allowance
of $196,000 and $195,000 1,822 1,571
Notes receivable, net of allowance of
$70,000 513 498
Property:
Land and land improvements 37,136 37,352
Buildings 114,870 114,913
Equipment and fixtures 555 555
Construction-in-progress ---- ----
---------- ----------
152,561 152,820
Less: Accumulated depreciation (29,639) (28,508)
---------- ----------
122,922 124,312
Investment in Mid-America Bethal
Limited Partnership 15,106 15,201
Intangible assets, less accumulated
amortization of $3,525,000 and $3,422,000 1,545 1,623
Other assets 2,518 2,635
---------- ----------
$ 144,426 $ 145,840
---------- ----------
---------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Mortgages and notes payable $ 63,799 $ 64,348
Accrued liabilities 1,662 1,957
---------- ----------
Total Liabilities 65,461 66,305
Commitments and Contingencies
Shareholders' Equity:
Common stock, $.01 par value; authorized
25,000,000 shares; issued and
outstanding 8,283,759 and 8,283,255
shares 83 83
Capital in excess of par value 119,710 119,700
Distributions in excess of net income (40,828) (40,248)
---------- ----------
Total Shareholders' Equity 78,965 79,535
---------- ----------
$ 144,426 $ 145,840
---------- ----------
---------- ----------
See Notes to Consolidated Financial Statements
3
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
Three Months Ended March 31,
----------------------------
1997 1996
---------- ----------
REVENUES:
Rental income $ 4,318 $ 4,294
Reimbursement income 1,239 1,305
Property management income 40 44
Other income 192 250
---------- ----------
Total Revenues 5,789 5,893
EXPENSES:
Real estate taxes 776 756
Other property costs 878 828
Interest expense 1,411 1,455
Administrative expenses 350 403
Property management expenses 271 255
Depreciation and amortization 1,245 1,281
---------- ----------
Total Expenses 4,931 4,978
---------- ----------
Income Before Equity in
Earnings of Mid-America Bethal
Limited Partnership 858 915
Equity in Earnings of Mid-America Bethal
Limited Partnership 255 251
---------- ----------
NET INCOME FROM OPERATIONS 1,113 1,166
Gain on Sale of Real Estate 130 ----
---------- ----------
NET INCOME $ 1,243 $ 1,166
---------- ----------
---------- ----------
Weighted Average Shares
Outstanding During Period 8,283,255 8,280,842
---------- ----------
---------- ----------
NET INCOME PER SHARE $ .15 $ .14
---------- ----------
---------- ----------
See Notes to Consolidated Financial Statements
4
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(COLUMNAR DOLLARS IN THOUSANDS)
Three Months Ended March 31,
----------------------------
1997 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,243 $ 1,166
Adjustments:
Depreciation and amortization 1,245 1,281
Gain on Sale of Real Estate (130) ----
Investment in Mid-America Bethal
Limited Partnership:
Equity in earnings (255) (251)
Distributions received 350 350
Decrease in related liabilities (287) (274)
Increase in related assets (166) (467)
-------- --------
Net Cash Flows From Operating Activities 2,000 1,805
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Sale of Real Estate 344 ----
Additions to property:
Expansion projects and other capital expenditures (2) (199)
Tenant improvements (43) (41)
Payments from Yield Maintenance Agreement 96 19
Cash paid for leasing fees (25) (12)
Cash paid for loan fees and other assets ---- 7
-------- --------
Net Cash Flows From Investing Activities 370 (226)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Payments) proceeds on short-term debt, net (412) 386
Scheduled principal payments on mortgages (136) (143)
Dividends paid (1,822) (1,822)
-------- --------
Net Cash Flows From Financing Activities (2,370) (1,579)
-------- --------
NET CHANGE IN CASH ---- ----
CASH, BEGINNING OF PERIOD ---- ----
-------- --------
CASH, END OF PERIOD $ ---- $ ----
-------- --------
-------- --------
See Notes to Consolidated Financial Statements
5
<PAGE>
MID-AMERICA REALTY INVESTMENTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE THREE MONTHS ENDED MARCH 31, 1997
(UNAUDITED)
(COLUMNAR DOLLARS IN FOOTNOTES ARE IN THOUSANDS EXCEPT PER SHARE DATA)
A. BASIS OF CONSOLIDATION AND PRESENTATION:
The unaudited consolidated financial statements are prepared on an accrual
basis and include the accounts of Mid-America Realty Investments, Inc. (the
"Company") and its wholly-owned subsidiary, Mid-America Centers Corp. The
unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements included in the
Company's 1996 Annual Report on Form 10-K for the year ended December 31,
1996.
The information furnished herein reflects all adjustments, which consist of
normal recurring accruals, which are, in the opinion of management,
necessary to fairly present the financial results for the interim periods
presented. The results for the three months ended March 31, 1997 and 1996
are not necessarily indicative of the operating results for the full year.
All material intercompany transactions and profits have been eliminated in
consolidation.
Net income per share was determined by dividing net income for the periods
presented by the weighted average number of shares of common stock
outstanding for the period. In February 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 128,
"Earnings per Share", effective for fiscal years beginning after December
15, 1997. The adoption of this statement is not expected to have a
material impact on the Company's EPS calculation.
B. INVESTMENT IN MID-AMERICA BETHAL LIMITED PARTNERSHIP:
Mid-America Bethal Limited Partnership ("Mid-America Bethal") was formed on
June 1, 1989 by the Company and a European investor. The Company has a 50%
interest in Mid-America Bethal and is the managing general partner. The
European investor has a 50% interest and is the limited partner.
Summarized financial information on Mid-America Bethal is as follows:
March 31, 1997 December 31, 1996
-------------- -----------------
BALANCE SHEETS:
Assets:
Cash $ 844 $ 751
Property, net of depreciation of
$7,646,000 and $7,370,000 28,833 29,097
Other Assets 568 572
-------- --------
$ 30,245 $ 30,420
-------- --------
-------- --------
Liabilities and Partners' Capital:
Accounts payable and other
liabilities $ 32 $ 18
Partners' capital 30,213 30,402
-------- --------
$ 30,245 $ 30,420
-------- --------
-------- --------
6
<PAGE>
Three Months Ended March 31,
----------------------------
1997 1996
---- ----
STATEMENTS OF OPERATIONS:
Total Revenues $ 1,127 $ 1,107
-------- --------
-------- --------
Net Income $ 510 $ 503
-------- --------
-------- --------
EQUITY IN EARNINGS OF MID-AMERICA
BETHAL RECORDED BY THE COMPANY $ 255 $ 251
-------- --------
-------- --------
C. MORTGAGES AND NOTES PAYABLE:
Mortgages and notes payable are comprised of the following:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Mortgages Payable $ 49,351 $ 49,488
Working Capital Line of Credit
($5,000,000 available at London
International Bank
Offering Rate (LIBOR) plus 2% due July 1997) 477 545
Acquisitions Line of Credit
($10,000,000 available at LIBOR plus 2-1/2%
due July 1997) 4,412 4,756
Acquisitions Line of Credit
($15,000,000 available at Prime plus 1/2%
due July 1997) 9,559 9,559
-------- --------
$ 63,799 $ 64,348
-------- --------
-------- --------
</TABLE>
D. COMMITMENTS AND CONTINGENCIES:
In June 1992, the Company entered into a Yield Maintenance Agreement (as
amended, the "YMA") with parties formerly related to the Company. Under
the YMA, the formerly related parties guarantee a 10% return from June 1,
1992 to December 31, 1996, calculated on a quarterly basis, to the Company
based upon the amount of the Company's Investment Base for five specific
properties purchased from the formerly related parties.
Under the YMA, the market value of these properties was determined as of
December 31, 1996. The determined market value was based on a 10.25%
capitalization rate applied to net operating income for the year ended
December 31, 1996. The determined market value of the properties was less
than the Company's adjusted acquisition cost, accordingly, the difference
was owed to the Company, subject to certain limits. The obligations of the
formerly related parties under the YMA was limited to $2,800,000.
Cumulative amounts received under this agreement totaled $1,418,000 through
March 31, 1997.
Subsequent to March 31, 1997, the Company received the final settlement of
approximately $1,421,000 due under the YMA. The proceeds, which prior to
receipt were not reflected in the consolidated financial statements of the
Company, were used to reduce bank line debt. In addition, these amounts
are not considered net income and will be applied against the carrying
value of the properties purchased from the formerly related parties.
E. PROPERTY TRANSACTIONS:
During the three months ended March 31, 1997, the Company sold two outlot
parcels for total proceeds of approximately $344,000 resulting in a book
gain of approximately $130,000.
7
<PAGE>
F. SUBSEQUENT EVENT:
On April 23, 1997, the Company declared a cash dividend of $.22 per common
share payable on May 21, 1997 to shareholders of record on May 7, 1997.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES:
The Company's primary source of funds are (i) cash generated from operations
which includes distributions from Mid-America Bethal, (ii) borrowings, (iii)
sales of real estate, and (iv) principal repayments on notes receivable.
Management anticipates that these sources will provide the necessary funds for
its operating expenses, interest expense on outstanding indebtedness, recurring
capital expenditures and dividends to shareholders in accordance with REIT
requirements, during the next twelve months. Management also believes that it
has capital, and the access to capital resources, sufficient to expand and
develop its business in accordance with its strategy for growth. In general,
the Company intends to acquire and finance additional real estate properties and
investments, to the extent possible, in such a manner as to maintain the ability
to make regular distributions to shareholders. However, the future issuance of
debt or equity securities by the Company or the acquisition of new properties or
investments could affect the yield to shareholders.
At March 31, 1997, the Company had invested approximately 96% of its assets in
enclosed malls and neighborhood shopping centers, including the Company's
investment in Mid-America Bethal. The remainder of the Company's assets
primarily consisted of accounts and notes receivable.
The Company had a debt-to-equity ratio of .81 to 1 at March 31, 1997 and
December 31, 1996, based upon the ratio of mortgages and notes payable to total
shareholders' equity. The Company's ratio of debt to total market
capitalization was 44% at March 31, 1997 and 45% at December 31, 1996.
INVESTING ACTIVITIES:
During the three months ended March 31, 1997, net cash flows from investing
activities were $370,000. Net cash provided from the sale of real estate
totaled $344,000 for the three months ended March 31, 1997. In addition, the
Company received $96,000 in proceeds related to the Company's Yield Maintenance
Agreement with the former related parties. Also during these three months, the
Company paid cash of approximately $70,000 related to lease fees and capital
improvements.
FINANCING ACTIVITIES:
During the three months ended March 31, 1997, net cash flows used in financing
activities were $2,370,000 which consisted of dividends paid of $1,822,000 and
reductions of debt of $548,000.
RESULTS OF OPERATIONS:
Net income for the three months ended March 31, 1997 was $1,243,000 or $.15 per
share compared to $1,166,000 or $.14 per share for the three months ended March
31, 1996, a dollar increase of $77,000 or 7%.
The increase in net income for the three months ended March 31, 1997 compared to
the three months ended March 31, 1996 was primarily due to the following: the
gain on sale of real estate of $130,000 and a decrease in total expenses of
$47,000, offset by a decrease in total revenue of $104,000.
RENTAL INCOME:
Rental income for the three months ended March 31, 1997 was $4,318,000 compared
to $4,294,000 for the three months ended March 31, 1996, an increase of $24,000.
The increase was due to the impact of 1996 expansion activity and effect of new
leases and rent increases. Offsetting this increase was a decrease in the
percentage rent adjustment for the three months ended March 31, 1997 compared to
the same period in 1996.
9
<PAGE>
REIMBURSEMENT INCOME:
Reimbursement income for the three months ended March 31, 1997 was $1,239,000
compared to $1,305,000 for the three months ended March 31, 1996, a decrease of
$66,000 or 5%. This change was attributable to a decrease in the year end
calculation adjustment of tenants' prorata share of taxes, insurance and common
area maintenance costs.
PROPERTY MANAGEMENT INCOME:
Property management income, which primarily consists of lease and property
management fees from properties managed for Mid-America Bethal, was $40,000 for
the three months ended March 31, 1997 compared to $44,000 for the three months
ended March 31, 1996, a decrease of $4,000 or 9%. The decrease was attributable
to fewer new leases at properties owned by Mid-America Bethal during the three
months ended March 31, 1997 compared to the three months ended March 31, 1996.
OTHER INCOME:
Other income for the three months ended March 31, 1997 was $192,000 compared to
$250,000 for the three months ended March 31, 1996, a decrease of $58,000 or
24%. The decrease was primarily attributable to a prior year payment from the
Company's investment in the Valley Park Centre received in the three months
ended March 31, 1996.
OTHER PROPERTY COSTS:
Other property costs for the three months ended March, 31, 1997 were $878,000
compared to $828,000 for the three months ended March 31, 1996, an increase of
$50,000 or 6%. The increase was primarily attributable to an increase of
approximately $35,000 in legal and professional fees related to litigation
arising in the normal course of business.
INTEREST EXPENSE:
Interest expense for the three months ended March 31, 1997 was $1,411,000
compared to $1,455,000 for the three months ended March 31, 1996, a decrease of
$44,000 or 3%. The Company's average total debt was $64,100,000 during the
three months ended March 31, 1997 compared to $65,700,000 during the three
months ended March 31, 1996. The Company's weighted average cost of funds was
8.8% during the first three months of 1997 compared to 8.9% during the same
period of 1996.
ADMINISTRATIVE EXPENSES:
Administrative expenses for the three months ended March 31, 1997 were $350,000
compared to $403,000 for the three months ended March 31, 1996, a decrease of
$53,000 or 13%. The decrease related primarily to certain one time charges of
approximately $10,000 in the three months ended 1996, coupled with timing of
certain general and administrative expenses.
PROPERTY MANAGEMENT EXPENSES:
Property management expenses for the three months ended March 31, 1997 were
$271,000 compared to $255,000 for the three months ended March 31, 1996, an
increase of $16,000 or 6%. The increase was primarily attributable to an
increase in leasing and marketing activities.
10
<PAGE>
FUNDS FROM OPERATIONS:
Management considers Funds from Operations to be the most appropriate measure of
the performance of an equity real estate investment trust ("REIT"). The Company
defines Funds From Operations as net income before gains/losses from property
sales adjusted for non-cash items in the statement of operations, such as
depreciation and amortization. Funds from Operations is a supplemental measure
of performance that does not replace net income (loss) as a measure of
performance or net cash provided by operating activities as a measure of
liquidity.
Funds From Operations were $2,453,000 or $.30 per share for the three months
ended March 31, 1997 compared to $2,442,000 or $.29 per share for the three
months ended March 31, 1996, an increase of $11,000 or less than 1%.
Funds From Operations is computed as follows:
Three Months Ended
March 31,
--------------------
1997 1996
--------------------
(In Thousands Except Per Share Data)
Net Income $ 1,243 $ 1,166
Depreciation and Amortization (1) 1,199 1,225
Gain on Sale of Real Estate (2) (130) ----
Proceeds from Investment in Valley Park Centre ---- (90)
Investment in Mid-America Bethal:
Equity in Earnings (255) (251)
Equity in Funds From Operations (3) 396 392
-------- --------
Funds From Operations $ 2,453 $ 2,442
-------- --------
-------- --------
Funds From Operations Per Share $ .30 $ .29
-------- --------
-------- --------
- ----------------------
(1) Depreciation and Amortization for the three months ended March 31, 1997 and
1996, respectively, consisted of real property depreciation of $1,118,000
and $1,136,000, lease fee amortization of $56,000 and $64,000, and
intangible amortization of $25,000 and $25,000.
(2) Gain on Sale of Real Estate consists of a $130,000 gain on the sale of two
outlot parcels.
(3) Equity in Funds From Operations of Mid-America Bethal for the three months
ended March 31, 1997 and 1996, respectively, included real property
depreciation of $273,000 and $272,000, and lease fee amortization of $8,900
and $8,800.
The Funds From Operations reported above reflect recommendations contained in
the Funds From Operations White Paper (the "FFO White Paper") adopted by the
National Association of Real Estate Investment Trusts to standardize financial
reporting by real estate investment trusts. The Company adopted the
recommendations prescribed in the FFO White Paper for reporting periods
beginning after January 1, 1996.
11
<PAGE>
TENANT AND LEASING INFORMATION:
The following tables set forth information concerning each of the properties
that the Company owns directly or has an equity interest in through Mid-America
Bethal Limited Partnership:
<TABLE>
<CAPTION>
(SQUARE FOOTAGE IN THOUSANDS)
GROSS LEASEABLE AREA LEASED SPACE (1) LEASED %
---------------------------- --------------------------- ---------------------------
3/31/97 12/31/96 3/31/96 3/31/97 12/31/96 3/31/96 3/31/97 12/31/96 3/31/96
------- -------- ------- ------- -------- ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mid-America Realty Investments, Inc.:
Neighborhood shopping centers 1,812 1,812 1,771 1,698 1,698 1,690 94% 94% 95%
Enclosed malls 881 881 869 838 840 821 95% 95% 94%
------ ------ ------ ------ ------ ------ ------ ------ ------
2,693 2,693 2,640 2,536 2,538 2,511 94% 94% 95%
Mid-America Bethal L.P. (2) 538 538 539 500 501 471 93% 93% 87%
------ ------ ------ ------ ------ ------ ------ ------ ------
3,231 3,231 3,179 3,036 3,039 2,982 94% 94% 94%
------ ------ ------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------ ------ ------
</TABLE>
- --------------------------
(1) Leased space represents the amount of gross leasable area which is leased
to third-party tenants.
(2) The Company owns a 50% partnership interest in Mid-America Bethal Limited
Partnership. All information presented is for the entire partnership.
12
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders of the Company was held on April
23, 1997. The shareholders elected five directors and ratified the
appointment of the independent accountants for 1997. The voting on
each proposal is set forth below:
1. ELECTION OF DIRECTORS:
FOR WITHHELD
--- --------
Jerome L. Heinrichs 7,294,336 55,612
Daniel A. Burkhardt 7,294,448 55,500
Gary R. Hawkins 7,294,255 55,693
Michael F. Lawler 7,294,405 55,543
John L. Maginn 7,294,405 55,543
2. RATIFICATION OF INDEPENDENT ACCOUNTANTS:
FOR 7,297,042
AGAINST 14,527
ABSTAIN 38,379
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
27 Financial Data Schedule
B. REPORTS ON FORM 8-K
The Company did not file any reports on Form 8-K during the quarter
ended March 31, 1997.
13
<PAGE>
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.
MID-AMERICA REALTY INVESTMENTS, INC.
/s/ Jerome L. Heinrichs Date: May 2, 1997
- -------------------------------- ---------------------------------
Jerome L. Heinrichs,
Chief Executive Officer
/s/ Dennis G. Gethmann Date: May 2, 1997
- -------------------------------- ---------------------------------
Dennis G. Gethmann
President and Principal Financial Officer
14
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION PAGE
- ------- ----------- ----
27 Financial Data Schedule. . . . . . . . . . . . 16
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 2,601
<ALLOWANCES> 266
<INVENTORY> 0
<CURRENT-ASSETS> 2,335
<PP&E> 152,561
<DEPRECIATION> 29,639
<TOTAL-ASSETS> 144,426
<CURRENT-LIABILITIES> 1,662
<BONDS> 63,799
0
0
<COMMON> 83
<OTHER-SE> 78,965
<TOTAL-LIABILITY-AND-EQUITY> 144,426
<SALES> 0
<TOTAL-REVENUES> 5,789
<CGS> 0
<TOTAL-COSTS> 1,925
<OTHER-EXPENSES> 1,210
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,411
<INCOME-PRETAX> 1,243
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,243
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,243
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
