FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
Commission file number 0-8133
UNION PLAZA HOTEL AND CASINO INC.
(Exact name of registrant as specified in its charter)
Nevada 88-0110085
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
No. 1 Main Street 89125
Las Vegas, Nevada (Zip Code)
(Address of principal
executive offices)
(702) 386-2110
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
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 close of the period covered by
this report:
Outstanding at
Class of Common Stock June 30, 1996
$.50 par value 761,719 shares
<PAGE>
The Securities and Exchange Commission
Washington D.C.
The financial information included herein is unaudited. In
addition, the financial information does not include all
disclosures required under generally accepted accounting
principles because certain note information included in the
Company's annual report has been omitted; however, such
information reflects all adjustments (consisting soley of normal
recurring adjustments) which are, in the opinion of Management,
necessary to a fair statement of the results for the interim
period.
/s/ JOHN F. GAUGHAN
John F. Gaughan, President
Las Vegas, Nevada
August 14, 1996
<PAGE>
PART 1. - Financial Information
Item 1. Financial Statements
Exhibit EX-27. Financial Data Statement
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
Amounts in Thousands
[CAPTION]
JUNE 30, 1996 and DECEMBER 31, 1995
ASSETS
JUNE 30, DECEMBER 31,
1996 1995
[S] [C] [C]
Current Assets:
Cash $ 3,321 $ 2,959
Accounts receivable 638 966
Inventories of food, beverage
and supplies 444 470
Prepaid expense 1,012 1,306
Total current assets 5,415 5,701
Property and equipment:
Land 6,912 6,912
Buildings 56,737 56,709
Leasehold improvements 3,463 3,456
Furniture and equipment 34,650 33,986
101,762 101,063
Less accumulated depreciation
and amortization 58,122 55,928
Net property and equipment 43,640 45,135
Other assets 2,393 2,327
$ 51,448 $ 53,163
[FN]
The accompanying notes are an integral
part of these financial statements.
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
JUNE 30, DECEMBER 31,
1996 1995
[S] [C] [C]
Current liabilites:
Accounts payable $ 2,701 $ 2,736
Accrued liabilities 1,679 2,126
Current portion of long-term debt 39 39
Current portion of obligations under
capital leases 623 623
Total current liabilities 5,042 5,524
Long-term debt, less current portion 19,331 21,241
Obligations under capital leases, less
current portion 3,938 4,239
Deferred income taxes 4,365 4,365
32,676 35,369
Commitments and contingencies
Stockholders' equity:
Common stock, $.50 par value; authorized
20,000,000 shares; issued 1,500,000
shares; Outstanding 761,719 shares at
June 30, 1996 and 761,719 shares
at December 31, 1995. 750 750
Additional paid-in capital 5,462 5,462
Retained earnings 26,349 25,371
Less treasury stock, at cost, 738,281
shares at June 30, 1996 and 738,281 shares
at December 31, 1995, respectively 13,789 13,789
Total stockholders' equity 18,772 17,794
51,448 53,163
[FN]
The accompanying notes are an integral
part of these financial statements.
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
[CAPTION]
Amounts in thousands, except per share data
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
SIX MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1996 1995 1996 1995
[S] [C] [C] [C] [C]
REVENUES:
Casino $ 19,646 $ 18,629 $ 9,024 $ 8,745
Food and Beverage 4,989 4,440 2,391 2,178
Rooms 6,117 5,939 2,970 2,860
Other 1,185 1,086 582 541
GROSS REVENUES 31,937 30,094 14,967 14,324
Less promotional 3,800 3,920 1,696 1,747
NET REVENUES 28,137 26,174 13,271 12,577
OPERATING EXPENSES:
Casino 7,537 7,255 3,753 3,695
Food and Beverage 6,943 5,953 3,457 2,922
Rooms 2,788 2,436 1,387 1,192
General & Administrative 2,121 2,202 876 978
Entertainment 247 230 121 114
Advertising & Promotion 173 106 102 106
Utilities & Maintenance 2,789 2,652 1,448 1,379
Deprec. & Amortization 2,194 2,125 1,097 1,067
Prov. for Doubtful Acct. 26 (12) 35 6
Other Costs and Expenses 723 694 362 343
TOTAL OPERATING EXPENSES 25,541 23,641 12,638 11,802
OPERATING INCOME 2,596 2,533 633 775
OTHER INCOME (EXPENSE):
Interest Income 17 18 12 11
Interest Expense (1,172) (1,354) (569) (678)
TOTAL OTHER INC/(EXP) (1,155) (1,336) (557) (667)
INCOME BEFORE INCOME TAXES 1,441 1,197 76 108
INCOME TAXES 466 407 2 37
NET INCOME 975 790 74 71
EARNINGS PER COMMON SHARE $1.28 $1.03 $0.10 $0.09
[FN]
The accompanying notes are an integral
part of these financial statements.
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
FOR SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Amounts in thousands, except per share data
INCREASE IN CASH AND CASH EQUIVALENTS
1996 1995
[S] [C] [C]
Cash flows from operating activities:
Cash received from customers $ 28,319 $ 26,145
Cash paid to suppliers and employees (23,900) (21,569)
Interest received 24 29
Interest paid (1,172) (1,354)
Income taxes paid 0 0
Net cash provided by operating activities 3,272 3,251
Cash flows from investing activities:
Proceeds from sale of property & equipment 0 0
Proceeds from sale of bonds 0 0
Purchase of property and equipment (699) (1,427)
Net cash used in investing activities (699) (1,427)
Cash flows from financing activities:
Proceeds from note payable to Stockholder 0 0
Principal payments on capital lease (301) (261)
Principal payments on long-term debt (1,910) (1,050)
Purchase of Treasury Stock 0 (50)
Net cash used in financing activities (2,211) (1,361)
Net increase (decrease) in cash &
cash equivalents 362 463
Cash and cash equivalents
at 12/31/95 and 12/31/94 2,959 2,744
Cash and cash equivalents,
at 06/30/96 and 06/30/95 3,321 3,207
RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING
ACTIVITIES
Net income for period ended
6/30/96 and 6/30/95 $ 975 $ 790
Adjustments to reconcile net income to
Net cash provided by operating activities:
Depreciation and amortization 2,241 2,125
Gain on sale of assets 0 0
Bad debt expense (26) (12)
(Increase) decrease in assets:
Accounts receivable 347 144
Interest receivable 7 11
Inventories 26 1
Prepaid expenses 149 337
Other assets 30 35
Increase (decrease) in liabilities:
Accounts payable and accrued expenses (914) (180)
Interest payable 0 0
Income Tax Payable 436 0
Total adjustments 2,296 2,461
Net cash provided by operating activities 3,271 3,251
[FN]
The accompanying notes are an integral
part of these financial statements.
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The accompanying consolidated financial statements include
the accounts of Union Plaza Hotel and Casino, Inc. (the Company)
and its wholly-owned subsidiaries. All material intercompany
balances and transactions have been eliminated in consolidation.
Nature of the Operations and Basis of Accounting
The Company's wholly-owned subsidiary, Union Plaza Operating
Company, operates hotel and gaming operations in downtown Las
Vegas, Nevada. A substantial portion of the operating revenues
of the Company's subsidiary is derived from gaming operations
which are subject to extensive regulations in the State of Nevada
by the Gaming Commission, the Gaming Control Board and local
regulatory agencies.
Management believes that the Company's procedures for
supervising casino operations, recording casino and other
revenues and for granting credit comply in all material respects
with applicable regulations.
The Company has no other materially important subsidiaries
or operations.
Casino Receivables and Revenue
Credit is extended to certain casino customers and the
Company records all unpaid advances as casino receivables on the
date credit was granted. Allowances for estimated uncollectable
casino receivables are provided to reduce the receivables to
amounts anticipated to be collected. The Company recognizes as
casino revenue the net win (which is the difference between
amounts wagered and amounts paid to winning patrons) from gaming
activities.
Promotional Allowances
Gross revenues include the retail value of complimentary
food and beverage and hotel services furnished to customers. The
retail value of these promotional allowances is deducted to
arrive at net revenues.
Property and Equipment
Property and equipment are stated at cost. Expenditures for
additions, renewals and betterments are capitalized; expenditures
for maintenance and repairs are charged to expenses as incurred.
Upon retirement or disposal of assets, the cost and accumulated
depreciation are eliminated from the accounts and the resulting
gain or loss is included in income. Depreciation, including
amortization of a capitalized lease, is computed using the
straight-line method. Leasehold improvements (distinguished from
unamortized leasehold costs) are amortized over the lives of the
leases.
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Property and Equipment (Continued)
Property and equipment, including capitalized leases, are
depreciated over their estimated useful lives of 3 to 20 years
for land improvements, 20 to 40 years for buildings, 5 to 30
years for leasehold improvements and 3 to 10 years for furniture
and equipment.
Other Assets
Leasehold costs are being amortized on a straight-line basis
over the initial 30-year term of the lease. Expansion of gaming
rights is being amortized on a straight line basis over 20 years.
Subordination of security interest in lease is being amortized on
a straight-line basis over 15 years.
Progressive Slot Liability
The Company has installed a number of progressive slot
machines. As coins are played the amount available to win
increases and will be paid out when the appropriate jackpot is
hit. In accordance with common industry practice, the Company
has recorded the liability and has charged this amount against
casino revenue.
Earnings Per Common Share
Earnings per common share was computed by dividing net
income by the weighted average number of shares of common stock
outstanding during each period.
Inventories
Inventories are valued at the lower of cost, (first-in,
first-out) or market. Maintenance and other operating supplies
are stated at estimated amounts considered by management to be
necessary to conduct full operations. Subsequent replacements
are charged to expense.
Income Taxes
The Company and its subsidiaries file a consolidated Federal
Income Tax return. Deferred income taxes are provided to reflect
the tax effect of timing differences between financial and tax
reporting, principally related to depreciation, slot machine
revenue, interest costs, accrued expenses, capitalization of
leases, capitalization of property costs and write-down of
facilities and other investments to estimated recoverable value.
The Company accounts for the investment tax credit as a
reduction of income tax expense in the year in which such credits
are utilized. Carryforwards of this credit, as well as the tax
effect of net operating loss carryforwards, are shown as a
reduction to deferred income taxes.
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Statement of Cash Flows
The Statement of Cash Flows classifies changes in cash and
cash equivalents according to operating, investing and financing
activities. For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
NOTE 2 - ACCOUNTS RECEIVABLE
Accounts receivable consists of the following:
June 30, December 31,
1996 1995
Casino $270,000 $408,000
Hotel 178,000 336,000
Other 228,000 236,000
676,000 980,000
Less allowance for
doubtful accounts 38,000 14,000
$638,000 $966,000
NOTE 3 - OTHER ASSETS
Other assets consist of the following:
June 30, December 31,
1996 1995
Expansion of gaming rights, less
accumulated amortization of $ 203,000 $ 223,000
$607,000 and $587,000
Subordination of security interest
in lease, less accumulated
amortization of $797,000 and
$783,000 0 27,000
Net investment in direct financing
lease, net of current portion (Note 7) 175,000 224,000
Leasehold costs, less accumulated
amortization of $367,000 and
$359,000 72,000 80,000
Investment in Fremont Street
Experience (Note 11) 1,212,000 1,135,000
Deposits and other 731,000 638,000
2,393,000 2,327,000
NOTE 4 - ACCRUED LIABILITIES
Accrued liabilities consist of the following:
June 30, December 31,
1996 1995
Salaries and Wages $ 502,000 $ 848,000
Union back wages 82,000 148,000
Taxes, other than tax on income 348,000 425,000
Other 747,000 705,000
$1,679,000 $2,126,000
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 5 - INCOME TAXES
The Internal Revenue Service has examined the Company's
Federal income tax returns through 1991. Management is of the
opinion that all taxes have been paid or provided for through
June 30, 1996.
NOTE 6 - LONG-TERM DEBT
June 30, December 31,
Long-term debt consists of the following: 1996 1995
Note Payable to Exber, Inc. at the Prime
Interest Rate payable in monthly
installments of $158,265 including
principal and interest, until July 6,
2004 at which time the balance is due.
The note is secured by a first deed of
trust in land and building (See Note 9). 19,370,000 21,280,000
Less current portion 39,000 39,000
$19,331,000 $21,241,000
Principal payments on long-term debt during the succeeding
five years are as follows:
1996 (Remaining six months) 20,000
1997 42,000
1998 46,000
1999 50,000
2000 55,000
Thereafter 19,157,000
$ 19,370,000
The maturities were calculated based upon interest rates in
effect at June 30, 1996.
<PAGE>
NOTE 7 - LEASES
The Company leases equipment and hotel and bus depot
property under long-term lease agreements which are classified as
capital leases. The lease with Exber, Inc. (See Note 9) covering
the hotel and bus depot property expires in 2001 with renewals.
The hotel and bus depot property lease contains one renewal
option of twenty-five years and four renewal options of ten
years. The bus depot property is sublet to Greyhound Lines Inc.
under a lease expiring in 2001, with two ten-year renewal
options available. The value of the lease with Exber, Inc. is as
follows:
June 30, December 31,
1996 1995
Land and Buildings $9,242,000 $9,242,000
Less accumulated amortization 8,354,000 8,265,000
888,000 977,000
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 7 - LEASES (CONTINUED)
The following is a schedule of future minimum lease payments
as of June 30, 1996.
1996 (Remaining six months) $ 625,000
1997 1,250,000
1998 1,250,000
1999 1,250,000
2000 1,250,000
Thereafter 729,000
Total minimum lease payments 6,354,000
Less amount representing interest 1,793,000
Present value of net minimum
lease pmts under capital leases 4,561,000
Less current portion 623,000
Long-term obligations under
capital leases 3,938,000
SUBLEASES
The bus depot property under a capital lease is sublet as
follows:
June 30, December 31,
1996 1995
Minimum future rents receivable $274,000 $369,000
Less amount representing interest 95,000 112,000
Minimum lease payments receivable 179,000 257,000
Less current portion (included in
accounts receivable) 33,000 33,000
Net investment in direct
financing lease (See Note 3) 146,000 224,000
Other sublet rental property:
The Company rents building space to several retail stores
under various short-term leases. Income from these
subleases, included in other income, was $153,000 and
$188,000 at June 30, 1996 and December 31, 1995,
respectively.
NOTE 8 - EMPLOYEE BENEFIT PLANS
The Company contributes to a discretionary executive bonus
plan. Contributions for the first six months of 1996 and 1995
were $254,000 and $211,000 respectively.
The Company also has a qualified profit sharing plan for
eligible employees. Contributions to this plan are made at the
discretion of the Board of Directors and benefits are limited to
the allocated interests in fund assets. Contributions for the
first six months of 1996 and 1995 were $150,000 for each period.
<PAGE>
UNION PLAZA HOTEL AND CASINO, INC. AND SUBSIDIARIES
UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
NOTE 9 - RELATED PARTIES
On December 18, 1991, Exber, Inc., a 45.02% stockholder as
of June 30, 1996, loaned the Company $1,800,000, payable
interest only in monthly installments at 10% per annum, with
principal due in full December 19, 1996. During February 1992
this loan was increased to $3,000,000 subject to the same terms
and maturity date of the original borrowing. During February
1993 this loan was refinanced to $18,000,000, interest only
at the prime rate published in the Wall Street Journal until
February 14, 1999. On February 14, 1994 an additional $1,500,000
was added to this loan bringing the loan balance to $19,500,000
with the same terms and maturity date. On June 3, 1994 an
additional $3,700,000 was borrowed and the balance refinanced
payable in monthly installments of $158,265 including principal
and interest, until July 6, 2004. The majority of the proceeds
of the note were used to retire the outstanding debt to Bank of
America. The outstanding balance of the note at June 30, was
$19,370,000.
Exber, Inc. also leased to the Company land and buildings in
Las Vegas, Nevada. Annual payments by the Company and its
subsidiaries are approximately $1,250,000. The leases extend
through 2001 with renewal options. The property under lease was
purchased by Exber, Inc. in June of 1991 from Upland Industries.
The lease terms were renegotiated effective July 1, 1991
resulting in a reduction of monthly payments of $32,000. The
resulting reduction in the present value of future minimum lease
payments amounting to $2,100,000 reduced the carrying value of
the asset and the obligation under capital lease.
NOTE 10 - CONTINGENCIES
The Company has contingent liabilities with respect to
lawsuits and other matters arising in the ordinary course of
business. In the opinion of management, no material liability
exists with respect to these contingencies.
NOTE 11 - INVESTMENT IN FREMONT STREET EXPERIENCE
In 1994, the Company's wholly-owned subsidiary, Union Plaza
Experience, Inc., was organized to participate with other
downtown Las Vegas casino enterprises and the City of Las Vegas
Redevelopment Agency, in a redevelopment project known as the
Fremont Street Experience. The Union Plaza Experience, Inc. is
entitled to one seat on the board of directors of the Fremont
Street Experience Limited Liability Company at all times. The
Company's 5.6% investment had been accounted for by the equity
method.
PART 1. - FINANCIAL INFORMATION
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Company had total cash assets amounting to $3,321,000
(6% of total assets) at June 30, 1996 and $2,959,000
(5.6% of total assets) at December 31, 1995. The ratio of
current assets to current liabilities was 1.1 to 1 at June
30, 1996 and 1.0 to 1 at December 31, 1995. Due to the liquidity
provided by the gaming activities in the Company's casino,
management believes that its working capital ratio is sufficient
to meet normal operating requirements.
<PAGE>
PART 1. - FINANCIAL INFORMATION
ITEM 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The Company divested itself of all cash-consuming,
nonessential operations, sold its nonessential assets and
eliminated executive, supervisors and support personnel not
needed to operate the Plaza Hotel and Casino. These steps were
taken to improve cash flow which is being utilized in part to
retire outstanding debt and to make future capital improvements
at the Plaza complex.
In February 1993, the Company increased it's loan from
Exber, Inc. from $3,000,000 to $18,000,000. The additional
proceeds plus $2,500,000 borrowed from Exber, Inc. on June 3,
1994 were used to reduce the outstanding loan from Bank of
America. The loan from Exber, Inc. bears interest at 1% less
than the Bank of America loan, resulting in an average annual
saving of approximately $175,000.
The Company's long-term debt and obligations under capital
leases, including current maturities, was $19,370,000 at June 30,
1996 and $22,750,000 at December 31, 1995. The ratio of
long-term debt to equity was 1.1 to 1 at June 30, 1996 and 1.3
to 1 at December 31, 1995.
The Company disbursed $565,000 to purchase 28,262 treasury
shares during 1995. During the first six months of 1996 the
Company did not purchase any shares. The 1995 acquistions were
funded from internally generated cash flow.
RESULTS OF OPERATIONS
The Company's gross revenues for the first six months of
1996 increased by 5.1% or $1,411,000 compared to the first six
months of 1995. Improved casino traffic and increased hotel
occupancy resulted in higher revenues throughout each segment of
the Company's operation. The most significant gains were
produced by the slot department where gross revenues rose by
$680,000 or 6% compared to a year ago. Gross food and beverage
revenues also rose $318,000 compared to 1995, although these
gains were negated by sharply higher operating costs. Virtually
all other departments also showed an improvement when compared to
June of 1995.
Higher operating costs primarily in the room, food and
beverage segments offset most of the gains in gross revenue
during the period. Operating costs rose by 5.7% or $1,255,000
compared to 1995, with food, beverage and room costs up
$1,114,000. Advertising costs declined by $152,000 while all
other departmental expenses changed less than one half of a
percent.
Overall, the company reported a net income of $975,000, up
$185,000 from the $790,000 reported for the same period last
year.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934 the registrant had duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
UNION PLAZA HOTEL AND CASINO, INC.
(REGISTRANT)
Date: August 13, 1996 /SS/ JOHN F. GAUGHAN
JOHN F. GAUGHAN, President &
Chief Operating Officer
Date: August 13, 1996 /SS/ JOHN P. JONES
JOHN P. JONES, Vice President &
Treasurer
-15-
<PAGE>
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