SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 1-11976
UNAPIX ENTERTAINMENT, INC.
(Exact name of small business issuer as
specified in charter)
Delaware 95-4404537
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification number)
200 Madison Avenue
New York, NY 10016
(Address of principal executive offices)
212-252-7600
(Issuer's Telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 November 1, 1996 there were 5,313,000 shares of the Company's common stock
outstanding.
Exhibits begin on page 16
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Consolidated Balance Sheet
(In thousands, except per share amounts)
September 30,
1996
-------------
ASSETS
Cash and equivalents $ 394
Accounts receivable- trade, net of allowances of $1,020 7,885
Film costs, net 21,143
Product inventory 752
Property and equipment, net 505
Deferred income taxes 54
Other assets, including related party receivables of $233 1,262
--------
Total Assets $ 31,995
========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities :
Accounts payable and accrued expenses $ 9,191
Royalty payable 4,490
Bank line of credit 1,113
Variable rate notes 4,414
Acquisition fund payable 933
--------
Total Liabilities $ 20,141
--------
Stockholders' Equity :
Common stock $.01 par value per share; 20,000 authorized; 5,310
shares issued and outstanding 53
Cumulative convertible series A 8% preferred stock, $.01 par
value per share; 3,000 authorized; 539 issued and
outstanding (aggregate liquidation preference of $1,649) 5
Additional paid-in capital 15,719
Notes receivable from equity sales (2,033)
Accumulated deficit (1,890)
--------
Total Stockholders' Equity $ 11,854
--------
Total Liabilities and Stockholders' Equity $ 31,995
========
See accompanying notes to consolidated financial statements
Page 2
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Three Months Ended September 30
1996 1995
------- -------
<S> <C> <C>
Revenues:
Licensing and distribution $ 1,254 $ 1,630
Home video 3,390 2,492
------- -------
4,644 4,122
------- -------
Operating costs:
Licensing and distribution 740 812
Home video 2,118 2,045
General and administrative expenses 1,682 1,179
------- -------
4,540 4,036
------- -------
Income from operations 104 86
Interest expense and financing expense, net (73) (26)
------- -------
Income before taxes $ 31 $ 60
------- -------
Provision for income taxes 12 38
------- -------
Net income $ 19 $ 22
======= =======
Net income per share (Note 6) $ -- $ --
======= =======
Average number of common shares and common equivalent
shares outstanding (Note 6) 5,287 3,664
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
Page 3
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Operations
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30
1996 1995
-------- --------
<S> <C> <C>
Revenues:
Licensing and distribution $ 4,752 $ 4,367
Home video 10,477 8,454
-------- --------
15,229 12,821
-------- --------
Operating costs:
Licensing and distribution 3,062 2,515
Home video 6,781 6,182
General and administrative expenses 4,838 3,433
-------- --------
14,681 12,130
-------- --------
Income from operations 548 691
Interest expense and financing expense, net (96) (84)
-------- --------
Income before taxes $ 452 $ 607
-------- --------
Income taxes:
Provision for income taxes 186 273
Benefit from net operating loss utilization -- (421)
-------- --------
Total 186 (148)
-------- --------
Net income $ 266 $ 755
======== ========
Net income per share (Note 6) $ .03 $ .16
======== ========
Average number of common shares and common equivalent shares
outstanding (Note 6) 5,245 7,472
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
Page 4
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30,
1996 1995
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 266 $ 755
Adjustments to reconcile net income to net cash used by operating
activities:
Amortization and depreciation 6,036 6,043
Deferred income taxes 177 (207)
Accretion of debentures discount 31 --
Loss on disposal of assets 2 --
Decrease (increase) in accounts receivable, net 503 (1,538)
Film cost expenditures (12,552) (9,382)
Increase in product inventory (404) (88)
Increase in other assets (545) (443)
Increase in accounts payable and
accrued expenses 1,011 708
Increase in royalties payable 1,469 303
-------- --------
Total cash flows used by operating activities (4,006) (3,849)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment (294) (126)
-------- --------
Total cash flows used by investing activities (294) (126)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from 10% convertible notes private placement 1,573 --
Net borrowings under bank line of credit 1,113 --
Proceeds from employee notes receivable 55 57
Proceeds from warrant and option exercises -- 2,264
Proceeds from common stock private placement -- 1,275
Private placement expenditures (52) (128)
Proceeds from variable rate notes private placement -- 401
Employee payment on notes receivable for preferred stock -- 5
Preferred stock dividend (23) (18)
-------- --------
Total cash flows from financing activities $ 2,666 $ 3,856
-------- --------
</TABLE>
See accompanying notes to consolidated financial statements
Page 5
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Consolidated Statements of Cash Flows (continued)
(In thousands)
<TABLE>
<CAPTION>
For the Nine Months Ended September 30
1996 1995
------- -------
<S> <C> <C>
NET DECREASE IN CASH AND EQUIVALENTS $(1,634) $ (119)
CASH AND EQUIVALENTS AT BEGINNING OF
PERIOD 2,028 2,270
------- -------
CASH AND EQUIVALENTS AT END OF PERIOD $ 394 $ 2,151
======= =======
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of accrued liability to acquisition fund payable 179 --
Preferred stock dividend paid in common stock 51 61
Notes received for employee common stock purchase 1,543
Warrants issued -- 73
Conversion of debt to equity -- 17
------- -------
$ 230 $ 1,694
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 312 $ 159
======= =======
Cash paid for taxes $ 39 $ 76
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
Page 6
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
September 30, 1996
1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Unapix
Entertainment, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with instructions to Form 10-QSB. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the nine-month period
ended September 30, 1996 are not necessarily indicative of the results that may
be expected for the year ended December 31, 1996. For further information, refer
to the consolidated financial statements and footnotes thereto included in the
Company's Form 10-KSB for the year ended December 31, 1995.
2. Financing
As of September 30, 1996, the Company had sold in a private offering $1,597,500
of Units, each consisting of: (i) a $250,000 principal amount 10% Convertible
Subordinated Note due June 30, 2003 convertible into the Company's common stock,
par value $.01 per share ("Common Stock") at a price of $4.50 per share (a
"Note"); and (ii) Warrants to purchase 25,000 shares of the Common Stock, at an
exercise price of $6.00 per share ("Warrant"), expiring June 30, 2003. The
Warrants and Notes are redeemable by the Company under certain circumstances.
The Units and the securities comprising the Units were offered in a private
placement and have not been registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration or an applicable
exemption from registration requirements. The shares of Common Stock issuable
upon exercise and conversion of the Notes and Warrants have certain registration
rights. Subsequent to September 30, 1996, the Company sold an additional
$4,125,000 bringing the Notes issued to a total of approximately $5,723,000. A
total of 572,250 Warrants were issued in conjunction with this offering. The
Company incurred placement fees of $306,000 and 205,000 five year warrants with
an exercise price of $4.50.
3. Equity
In April 1996, the Company declared a special 5 percent stock dividend, payable
on May 6, 1996 to stockholders of record of its common stock on April 22, 1996.
The company issued 249,000 shares of common stock pursuant to the declared stock
dividend.
In June 1996, the Company entered into an agreement with an investor relations
firm, pursuant to which the Company issued 300,000 common stock purchase
options. Each option entitles the holder to purchase one share of Common Stock
at a price of $3.875, which was the market price as of the date of the
Agreement. The options have a term of five years. The Company is also obligated
to issue an additional 100,000 options which will expire within one year unless
all of the Company's Class B Warrants have been exercised prior to that time. If
all the Class B Warrants are exercised during the one year period, the
additional options will also have a term of five years.
Page 7
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
September 30, 1996
4. Film costs
The Company's film costs include:
September 30,
1996
--------------
(In thousands)
Films released $ 33,844
Films completed but not released 2,666
Films in process 6,465
--------
42,975
Accumulated amortization (21,832)
--------
$ 21,143
========
5. Deferred income taxes
There is a full provision for taxes on income for the first nine months of 1996.
The provision for income taxes for the first nine months of 1995 is offset by a
deferred tax benefit of $421,000, attributable to the reduction of the deferred
tax allowance.
6. Net income (loss) per common share
Net income (loss) per common share ("EPS") is based upon the weighted average
number of common shares and common share equivalents outstanding during each
period.
For the quarters ended September 30, 1996 and 1995 and for the nine months ended
September 30, 1996 the weighted average shares consist of common shares
outstanding. This amount does not include the assumed conversion of any
warrants, options or other convertible securities as the impact of such
conversions on the EPS calculation would be antidilutive.
For the nine months ended September 30, 1995, the earnings per share calculation
is based on the weighted average number of outstanding shares of common stock
during the period, including common equivalent shares applicable to the assumed
exercise of dilutive stock options and warrants.
The number of shares and net income per share for the quarter and nine months
ended September 30, 1995 have been restated to reflect the 5% stock dividend
paid in the second quarter of 1996.
Page 8
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Notes to Consolidated Financial Statements
September 30, 1996
6. Net income (loss) per common share (continued)
Earnings per share was determined by dividing net income, as adjusted below, by
applicable shares outstanding (in thousands):
<TABLE>
<CAPTION>
Three Months Ended Sept 30, Nine Months Ended Sept 30,
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income as reported $ 19 $ 22 $ 266 $ 755
Preferred stock dividends (32) (39) (97) (118)
------- ------- ------- -------
(13) (17) 169 637
Interest, after taxes, accrued on proceeds from assumed
exercise of options and warrants -- -- -- 545
------- ------- ------- -------
Total income used for earnings per share $ (13) $ (17) $ 169 $ 1,182
======= ======= ======= =======
Weighted average number of common and common equivalent
shares 5,287 3,664 5,245 7,472
======= ======= ======= =======
</TABLE>
Page 9
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Three Months Ended September 30, 1996 Compared with Three Months Ended September
------------------ ---------
30, 1995
- --------
Revenues for the three months ended September 30, 1996 increased by 13% to
$4,644,000 from $4,122,000 in the same three month period in 1995. This increase
in revenues is primarily a result of the increase in home video revenues by 36%
to $3,390,000 as compared to $2,492,000 in 1995. This increase reflects the
Company's emphasis on distributing higher quality films to the rental
marketplace as well as significantly increased library sales. Management is
expecting that improvements in revenues will continue throughout 1996. Licensing
and distribution revenues decreased by 23% to $1,254,000 from $1,630,000 in
1995. At September 30, 1996, the Company has licensing sales agreements, which
have not been recognized as revenue, totaling approximately $2,200,000. An
additional $900,000 of sales contracts relating to productions will be signed
with a major cable company upon the finalization of a delivery schedule.
Approximately $800,000 will be recognized upon the commencement of their license
periods and $1,400,000 of sales contracts, related to the Company's transition
into original production television programming, will be recognized upon
completion of production and delivery to the customer. The Company is expecting
to recognize this revenue over the next three quarters. At September 30, 1995
the Company had unrecognized sales agreements of approximately $250,000, most of
which were recognized over the subsequent two quarters.
Home video costs for the three months ended September 30, 1996 increased by 4%
to $2,118,000 from $2,045,000 as compared to the corresponding period in 1995.
This increase reflects increased royalty, amortization and other film expenses
associated with the higher levels of revenues described above. Licensing and
distribution costs have decreased by 9% to $740,000 from $812,000 in 1995.
Licensing and distribution operating costs as a percentage of sales were 59% of
sales in 1996 as compared to 50% of sales in 1995. The 1995 ratio was favorably
impacted by a significant amount of agency sales against which the Company
incurred virtually no operating costs. Such sales totaled approximately $350,000
in 1995, whereas there were no such sales in 1996.
General and administrative costs were $1,682,000 for the three months ended
September 30, 1996, as compared to $1,179,000 in the same period in 1995. This
increase is chiefly attributable to costs related to the infrastructure required
to support the Company's continued expansion and diversification. Included in
these costs are start-up costs related to the Company's new direct marketing
operations, which began in the second quarter of 1996 and the costs related to
the Company's transition into original production television programming. A
small portion of the sales relating top productions is expected to be recognized
near the end of 1996 with the balance to be recognized in the first six months
of 1997. These costs mainly consisted of increased staffing and office costs to
support the increased sales activity described above, as well as the start up
operations.
The Company had income before taxes of $31,000 for the three months ended
September 30, 1996 as compared to income before taxes of $60,000 for the
corresponding three month period in 1995. This $29,000 decrease in results is
due to the costs of the implementation of the Company's plan of expansion and
diversification which the Company expects to affect results positively in
future. Management anticipates that as the expansion into new niches, such as
the "Direct Marketing" niche, and as the number of higher quality releases to
the video rental market and the licensing and distribution markets increases in
1996, the impact on operations should be favorable.
In the 1996 and 1995 quarters there is a full provision for taxes on income.
Page 10
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
Nine Months Ended September 30, 1996 Compared with Nine Months Ended September
------------------ ---------
30, 1995
- --------
Revenues for the nine months ended September 30, 1996 increased by 19% to
$15,229,000 as compared to $12,821,000 in the same nine month period in 1995.
The increase in revenues is primarily a result of the increase in home video
revenue of $2,023,000 or 24% to $10,477,000 due to the significantly increased
library sales. Licensing and distribution sales increased by 9% to $4,752,000
from $4,367,000 in 1995. Management is expecting that improvements in revenues
will continue through the remainder of the year.
Home video costs for the nine month period ended September 30, 1996 increased by
10%, to $6,781,000 as compared to $6,182,000 in the corresponding period in
1995. The increase reflects increased royalty, amortization and other film
expenses associated with the higher levels of revenues described above.
Licensing and distribution costs for the nine months ended September 30, 1996
increased by 22%, to $3,062,000 as compared to $2,515,000 in the corresponding
period in 1995. Licensing and distribution operating costs as a percentage of
sales were 64% of sales in 1996 as compared to 58% of sales in 1995. The 1995
ratio was favorably impacted by a significant amount of agency sales against
which the Company incurred virtually no operating costs. Such sales totaled
approximately $515,000 in 1995, whereas there were no such sales in 1996.
General and administrative costs were $4,838,000 for the nine months ended
September 30, 1996, as compared to $3,433,000 in the same period in 1995. This
increase is chiefly attributable to costs related to the infrastructure required
to support the Company's continued expansion and diversification. Included in
these costs are start-up costs related to the Company's new direct marketing
operations which began in the second quarter of 1996 and costs relating to the
Company's transition into original production television programming. A small
portion of the sales relating top productions is expected to be recognized near
the end of 1996 with the balance to be recognized in the first six months of
1997. These costs mainly consisted of increased staffing and office costs to
support the increased sales activity described above, as well as the start up
operations.
The Company had income before taxes of $452,000 for the nine months ended
September 30, 1996 as compared to income before taxes of $607,000 for the
corresponding nine month period in 1995. This $155,000 decrease in results is
due to the costs of the implementation of the Company's plan of expansion and
diversification, which the Company expects to benefit future periods. Management
anticipates that as the expansion into new niches, such as the "Direct
Marketing" niche, and as the number of higher quality releases to the video
rental market and the licensing and distribution markets increases in 1996, the
impact on operations should be favorable.
For the nine months ended September 30, 1996 there is a full provision for taxes
on income. In 1995 there was a net income tax benefit, as a $421,000 net
operating loss benefit recognized more than offset the nine month tax provision
of $273,000.
Page 11
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources
For the nine months ended September 30, 1996, the Company utilized net cash for
operating activities of $4,006,000, primarily as a result of the $12,552,000
incurred in acquiring and promoting new properties for the home video rental and
the licensing and distribution markets. Operating cash requirements were
primarily met by cash inflows from operations, cash on hand, the proceeds of the
private offering of 10% Convertible Subordinated Notes, described below, and the
utilization of the Company's credit facility.
In the normal course of business the Company makes certain guarantees to
producers and other third parties as to the minimum amount such parties will
receive from the Company's distribution of their products. The Company has
committed to pay film acquisition advances and guarantees of approximately
$1,100,000 as of September 30, 1996, which amounts are payable upon delivery of
the films. The Company also expects to incur significant additional costs
relating to its continued expansion. In order to meet its future funding needs
the Company will utilize cash on-hand, operating cash flows, its line of credit
and other financings, including the financing described below.
In the second quarter, the Company commenced a private offering of Units, each
consisting of: (i) a $250,000 principal amount 10% Convertible Subordinated Note
due June 30, 2003 convertible into the Company's common stock, par value $.01
per share ("Common Stock") at a price of $4.50 per share (a "Note"); and (ii)
Warrants to purchase 25,000 shares of the Common Stock, at an exercise price of
$6.00 per share ("Warrant"), expiring June 30, 2003. The offering generated
proceeds of approximately $5,698,000, of which $1,573,000 was received in the
second and third quarters of 1996, and the remainder in the fourth quarter of
1996 (for further details concerning this private placement see footnote 2).
The Company's credit facility with Atlantic Bank of New York (the "Bank")
provides for borrowings of up to $2,500,000. Loans are extended and required to
be repaid based upon the Company's outstanding accounts receivable and other
contractual rights to payment. Interest on the outstanding loan balance accrues
at a rate of 1.5% per annum in excess of the Bank's publicly announced benchmark
rate. The term of the facility expires on May 31, 1997, and may be terminated by
either party upon 60 days notice after such date. The Bank may also terminate
the facility upon 60 days notice at any time throughout the term. Outstanding
amounts under the facility are secured by substantially all of the Company's
assets. The facility contains restrictive covenants that require minimum (i)
tangible net worth, (ii) liquidity and (iii) earnings to interest expense
ratios. The covenants prohibit the payment of cash dividends on common stock or
a change in control of the Company. The covenants also, among other things,
limit the Company's ratio of debt to net worth and the amount of loan proceeds
which can be utilized to acquire film rights or finance film productions. As of
September 30, 1996 the Company had borrowed $1,113,000 and had remaining
availability of $1,073,000. Subsequent to September 30, 1996, the Company fully
paid down the outstanding line of credit using the proceeds of the offering,
described above.
Page 12
<PAGE>
UNAPIX ENTERTAINMENT, INC.
Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity and Capital Resources (continued):
The feature film and television licensing and distribution industries require
significant expenditures of funds to establish and expand a library of films and
programs from which revenues may be generated. The Company could be dependent
upon future financings to continue its long term plans of expansion and growth.
The Company anticipates that as its asset base grows it will secure an increased
working capital line of credit as well as explore other film acquisition
financing arrangements. The Company may also have additional debt or equity
financings.
Page 13
<PAGE>
UNAPIX ENTERTAINMENT, INC.
PART II - OTHER INFORMATION
Items 1 through 3 are not applicable.
Item 4. Submission of matters to a Vote of Security Holders
On September 12, 1996, the Company held its 1996 Annual Meeting of Stockholders
at which stockholders elected Herbert M. Pearlman, David S. Lawi and Martin D.
Payson as directors of the Company to serve until the Company's 1999 Annual
Meeting of Stockholders, or until their successors are duly elected. 4,233,661
shares were voted in favor of the election of such individuals and votes were
withheld with respect to 71,735 shares. In addition to the individuals elected
as directors at the 1996 Annual Meeting, Messrs. David M. Fox, Robert Baruc,
Scott Hanock, Lawrence Bishop and Walter M. Craig, Jr. continue to serve as
directors of the Company.
The stockholders also approved an amendment to the Company's 1993 Stock Option
Plan (the "Plan") at the Annual Meeting. The amendment increases the number of
shares authorized for issuance under the Plan from 367,500 to 600,000 shares.
Holders of 3,998,762 shares voted in favor to the amendment, holders of 172,705
shares voted against the amendment and holders of 59,850 shares elected to
abstain.
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits
Exhibit
Number Description
------ -----------
27 Financial Data Schedule
b) Reports on Form 8-K
The Company filed a current report on Form 8-K, for an event dated August 16,
1996, describing the Company's reaching an agreement in principle to acquire all
of the capital stock of Miramar Images, Inc., a producer of audio recordings,
long form video albums and children's products.
Page 14
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Unapix Entertainment, Inc.
/s/ Daniel T. Murphy Chief Financial Officer November 13, 1996
- -------------------------------
Daniel T. Murphy
Page 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 394
<SECURITIES> 0
<RECEIVABLES> 8,905
<ALLOWANCES> 1,020
<INVENTORY> 752
<CURRENT-ASSETS> 31,490
<PP&E> 617
<DEPRECIATION> 112
<TOTAL-ASSETS> 31,995
<CURRENT-LIABILITIES> 14,794
<BONDS> 5,347
0
5
<COMMON> 53
<OTHER-SE> 11,796
<TOTAL-LIABILITY-AND-EQUITY> 31,995
<SALES> 10,477
<TOTAL-REVENUES> 15,229
<CGS> 9,843
<TOTAL-COSTS> 9,843
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,020
<INTEREST-EXPENSE> 300
<INCOME-PRETAX> 452
<INCOME-TAX> 186
<INCOME-CONTINUING> 266
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 266
<EPS-PRIMARY> .03
<EPS-DILUTED> .00
</TABLE>
