<PAGE> 1
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 September 30, 2000
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: 0-26580
AMERICAN COIN MERCHANDISING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1093721
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5660 CENTRAL AVENUE, BOULDER, COLORADO 80301
(Address of principal executive offices)
(Zip Code)
(303) 444-2559
(Registrant's telephone number)
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 proceeding 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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS NOVEMBER 1, 2000
----- ----------------
<S> <C>
Common Stock, $0.01 par value 6,505,010
</TABLE>
<PAGE> 2
AMERICAN COIN MERCHANDISING, INC.
INDEX
<TABLE>
<CAPTION>
PART 1 FINANCIAL INFORMATION. PAGE
<S> <C> <C>
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
September 30, 2000 and December 31, 1999.......................................... 3
Consolidated Condensed Statements of Operations for the Three Months and
Nine Months Ended September 30, 2000 and 1999..................................... 4
Consolidated Condensed Statement of Stockholders' Equity for the
Nine Months Ended September 30, 2000.............................................. 5
Consolidated Condensed Statements of Cash Flows for the
Nine Months Ended September 30, 2000 and 1999..................................... 6
Notes to Consolidated Condensed Financial Statements............................... 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................................... 8
PART II OTHER INFORMATION.
Item 6. Exhibits and Reports on Form 8-K..................................................... 11
</TABLE>
2
<PAGE> 3
AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands, except per share data)
<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
2000 1999
--------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .......................................................... $ 942 $ 579
Trade accounts and other receivables, net .......................................... 740 691
Inventories, net ................................................................... 11,706 14,806
Prepaid expenses and other assets .................................................. 2,391 2,260
--------------- ---------------
Total current assets ........................................................... 15,779 18,336
--------------- ---------------
Property and equipment, at cost:
Vending machines ................................................................... 66,339 53,079
Vehicles ........................................................................... 6,476 6,866
Office equipment, furniture and fixtures ........................................... 4,307 4,003
--------------- ---------------
77,122 63,948
Less accumulated depreciation ...................................................... (26,998) (20,305)
--------------- ---------------
Property and equipment, net .................................................... 50,124 43,643
Placement fees, net of accumulated amortization of $1,839 in 2000 and $1,090 in 1999... 1,370 930
Costs in excess of assets acquired and other intangible assets, net of accumulated
amortization of $5,657 in 2000 and $3,978 in 1999 .................................. 36,568 38,247
Other assets, net of accumulated amortization of $777 in 2000 and $460 in 1999 ........ 1,323 1,350
Deferred tax assets ................................................................... 1,240 1,628
--------------- ---------------
Total assets ................................................................... $ 106,404 $ 104,134
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt .................................................. $ 50,847 $ 2,463
Accounts payable ................................................................... 7,179 3,855
Accrued commissions ................................................................ 1,373 1,595
Other accrued expenses ............................................................. 996 1,056
--------------- ---------------
Total current liabilities ...................................................... 60,395 8,969
--------------- ---------------
Long-term debt, net of current portion ................................................ 187 50,230
Other liabilities ..................................................................... 402 239
--------------- ---------------
Total liabilities .............................................................. 60,984 59,438
--------------- ---------------
Company obligated mandatorily redeemable preferred securities of subsidiary trust
holding solely junior subordinated debentures ...................................... 15,580 15,542
Stockholders' equity:
Preferred stock, $.10 par value (Authorized 500 shares; none issued) ............... -- --
Common stock, $.01 par value (Authorized 20,000 shares; issued and
outstanding 6,505 shares in 2000 and 6,480 shares in 1999) ....................... 65 65
Additional paid-in-capital ......................................................... 22,057 22,001
Retained earnings .................................................................. 7,718 7,088
--------------- ---------------
Total stockholders' equity ..................................................... 29,840 29,154
--------------- ---------------
Commitments
Total liabilities and stockholders' equity ..................................... $ 106,404 $ 104,134
=============== ===============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE> 4
AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
2000 1999 2000 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue:
Vending ....................................................... $ 32,219 $ 28,780 $ 93,252 $ 85,346
Franchise and other ........................................... 714 1,107 2,057 3,929
---------- ---------- ---------- ----------
Total revenue ............................................. 32,933 29,887 95,309 89,275
---------- ---------- ---------- ----------
Cost of revenue:
Vending, excluding related depreciation and amortization ...... 21,081 19,357 61,271 57,092
Depreciation and amortization ................................. 2,648 1,987 7,136 5,886
---------- ---------- ---------- ----------
Total cost of vending ..................................... 23,729 21,344 68,407 62,978
Franchise and other ........................................... 513 973 1,350 2,767
---------- ---------- ---------- ----------
Total cost of revenue ..................................... 24,242 22,317 69,757 65,745
---------- ---------- ---------- ----------
Gross profit .............................................. 8,691 7,570 25,552 23,530
General and administrative expenses .............................. 5,455 5,600 16,297 16,559
Depreciation and amortization .................................... 756 1,140 2,390 2,701
Write off of costs in excess of assets acquired, severance and
other costs ................................................. -- 7,536 -- 7,536
---------- ---------- ---------- ----------
Operating earnings (loss) ................................. 2,480 (6,706) 6,865 (3,266)
Interest expense, net ............................................ 1,958 1,724 5,847 5,082
---------- ---------- ---------- ----------
Earnings (loss) before income taxes ....................... 522 (8,430) 1,018 (8,348)
(Provision) benefit for income taxes ............................. (199) 3,469 (388) 3,442
---------- ---------- ---------- ----------
Net earnings (loss) ....................................... $ 323 $ (4,961) $ 630 $ (4,906)
========== ========== ========== ==========
Basic and diluted earnings (loss) per share of common stock .. $ 0.05 $ (0.77) $ 0.10 $ (0.76)
Basic and diluted weighted average common shares ............. 6,497 6,475 6,488 6,475
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)
<TABLE>
<CAPTION>
TOTAL
ADDITIONAL STOCK-
COMMON PAID-IN RETAINED HOLDERS'
STOCK CAPITAL EARNINGS EQUITY
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
DECEMBER 31, 1999 ..................................... $ 65 $ 22,001 $ 7,088 $ 29,154
Issuance of 24,817 shares of common stock under
employee stock purchase plan ..................... -- 56 -- 56
Net earnings ....................................... -- -- 630 630
------------ ------------ ------------ ------------
SEPTEMBER 30, 2000 .................................... $ 65 $ 22,057 $ 7,718 $ 29,840
============ ============ ============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE> 6
AMERICAN COIN MERCHANDISING, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
------------- -------------
<S> <C> <C>
Operating activities:
Net earnings (loss) .................................................... $ 630 $ (4,906)
Adjustments to reconcile net earnings (loss) to net cash provided
by operating activities:
Depreciation and amortization ...................................... 9,930 8,978
Write off of costs in excess of assets acquired, severance and
other costs .................................................... -- 7,536
Changes in operating assets and liabilities:
Trade accounts and other receivables ........................... (49) 885
Inventories .................................................... 3,100 (633)
Prepaid expenses and other assets .............................. (33) (4,244)
Accounts payable, accrued expenses and other liabilities ....... 3,205 (1,592)
------------- -------------
Net cash provided by operating activities ........................ 16,783 6,024
------------- -------------
Investing activities:
Acquisitions of property and equipment, net ............................ (13,621) (4,865)
Acquisition of franchisees and others .................................. -- (159)
Placement fees ......................................................... (1,196) (435)
------------- -------------
Net cash used in investing activities ............................ (14,817) (5,459)
------------- -------------
Financing activities:
Net borrowings on credit facility ...................................... 234 (416)
Principal payments on long-term debt ................................... (1,893) (1,763)
Employee stock purchase plan ........................................... 56 --
------------- -------------
Net cash used in financing activities ............................ (1,603) (2,179)
------------- -------------
Net increase (decrease) in cash and cash equivalents ............. 363 (1,614)
Cash and cash equivalents at beginning of period .......................... 579 2,247
------------- -------------
Cash and cash equivalents at end of period ................................ $ 942 $ 633
============= =============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
6
<PAGE> 7
AMERICAN COIN MERCHANDISING, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION
American Coin Merchandising, Inc., d/b/a Sugarloaf Creations, Inc. and
American Coin Merchandising Trust I (the "Company") and its franchisees own and
operate coin-operated skill-crane machines ("Shoppes") that dispense stuffed
animals, plush toys, watches, jewelry and other items. The Company's Shoppes are
placed in supermarkets, mass merchandisers, bowling centers, truck stops, bingo
halls, bars, restaurants, warehouse clubs and similar locations. The Company
also operates bulk vending equipment, kiddie rides and video equipment that are
located primarily in supermarkets and mass merchandisers. At September 30, 2000,
the Company had 34 field offices with operations in 46 states and there were 10
Company franchisees operating in 14 territories.
The accompanying consolidated condensed financial statements have been
prepared, without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. Certain amounts for prior periods have been reclassified to conform
to the September 30, 2000 presentation. Although the Company believes that the
disclosures are adequate to make the information presented not misleading, it is
suggested that these consolidated condensed financial statements be read in
connection with the financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended December 31, 1999.
In the opinion of the Company, the accompanying consolidated condensed
financial statements include all adjustments (consisting of normal recurring
accruals and adjustments) required to present fairly the Company's financial
position at September 30, 2000 and December 31, 1999, and the results of their
operations for each of the three month and nine month periods ended September
30, 2000 and 1999, and the cash flows for each of the nine month periods then
ended.
The operating results for the nine months ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000.
2. SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
A schedule of supplemental cash flow information follows (in thousands):
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
2000 1999
------------ ------------
<S> <C> <C>
Cash paid during the period
Interest paid ............................. $ 5,289 $ 5,025
Income taxes paid ......................... 69 76
</TABLE>
3. EARNINGS PER SHARE
Basic earnings (loss) and diluted earnings (loss) per share are computed by
dividing earnings (loss) available to common stockholders by the weighted
average number of common shares outstanding during the period and by all
dilutive potential common shares outstanding during the period, respectively.
The weighted average number of shares used in the computation of basic and
diluted earnings (loss) per share were 6,496,714 and 6,475,069 for the three
months ended September 30, 2000 and 1999 and 6,488,283 and 6,475,069 for the
nine months ended September 30, 2000 and 1999, respectively.
4. INCOME TAXES
Quarterly income taxes are computed using the anticipated effective tax
rate for the year.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Except for the historical information contained herein, the following discussion
contains forward-looking statements that involve risks and uncertainties. The
Company's actual results could differ materially from those discussed here.
Factors that could cause or contribute to such differences include, but are not
limited to, those discussed in this section and the Company's Form 10-K for the
year ended December 31, 1999.
GENERAL
Substantially all of the Company's revenue and gross profit is derived from
Company-owned Shoppes. The Company's revenue and gross profit in a particular
period is directly related to the number of Shoppes in operation during the
period. Management believes that the Company's business is somewhat seasonal,
with average revenue per machine per week greater during the Easter and
Christmas periods. Vending revenue represents cash receipts from customers using
vending machines and is recognized when collected. The cost of vending revenue
is comprised of the cost of vended product, location commissions, depreciation
and direct service cost.
Franchise and other revenue represents the Company's percentage of gross
vending revenue generated by Shoppes owned and operated by franchisees, as well
as product sold to franchisees and non-franchisee customers. Product sold to the
franchisees and non-franchisees consists of goods to vend in Shoppes.
REVENUE
Total revenue for the first nine months of 2000 increased 6.8% to $95.3
million from $89.3 million for the same period in 1999. For the third quarter of
2000, total revenue increased 10.2% to $32.9 million as compared to $29.9
million for the same period in 1999.
Vending revenue increased $7.9 million or 9.3% for the first nine months of
2000 to $93.3 million from $85.3 million for the comparable period in 1999,
primarily as a result of a 11.2% increase in the average number of amusement
vending devices in place during the first nine months of 2000 compared to the
average number in place during the same period in 1999. For the third quarter of
2000, vending revenue increased $3.4 million or 11.9% to $32.2 million as
compared to the same period in 1999. The average number of amusement vending
devices in place during the third quarter of 2000 increased by 11.8% as compared
to the third quarter of 1999.
The Company has recently experienced revenue growth, however, there can be
no assurance that the Company will continue to grow at historical rates or at
all. The Company's ability to generate increased revenue and achieve higher
levels of profitability will depend upon its ability and the ability of its
franchisees to place additional Shoppes and other amusement devices as well as
to maintain or increase the average financial performance of its Shoppes and
other amusement devices. The Company's ability to place additional Shoppes and
other amusement devices depends on a number of factors beyond the Company's
control, including general business and economic conditions. Installation of
additional Shoppes and other amusement devices will also depend, in part, upon
the Company's ability to secure additional national and regional supermarket,
mass merchandiser and restaurant chain accounts and to obtain approval to place
additional Shoppes and other amusement devices in individual locations of such
accounts. The Company, its franchisees and their suppliers also may be unable to
place and adequately service additional Shoppes and other amusement devices.
A primary key to the financial success of the Company is the weekly revenue
generated per Shoppe, which has a history of fluctuating. The Company has
attributed some of this fluctuation to the effectiveness of its product mix and
has taken steps to address the product mix; however, there can be no assurance
that such efforts will continue to have a positive impact on the performance of
the Shoppes.
Franchise and other revenue decreased $1.9 million to $2.1 million for the
first nine months of 2000 as compared to the same period in 1999 due to lower
product sales to franchisees and non-franchisees that results from the
acquisition of franchisees and the closure of Plush 4 Play during the third
quarter of 1999. The Company anticipates franchise and other revenue to remain
at this level in the future.
COST OF REVENUE AND GROSS PROFIT
The cost of vending operations for the first nine months of 2000 increased
$5.4 million or 8.6% to $68.4 million from $63.0 million for the comparable
period in 1999. The vending operation's contribution to gross profit for the
first nine months of 2000 increased to $24.8 million, which represents an 11.1%
increase over gross profit from vending operations realized in the same period
in 1999. The vending gross profit achieved during the first nine months of 2000
was 26.6% of vending revenue, which represents a 0.4 percentage point increase
from the gross profit achieved during
8
<PAGE> 9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED).
the first nine months of 1999. For the third quarter of 2000, the cost of
vending increased $2.4 million or 11.2% to $23.7 million from $21.3 million for
the comparable period in 1999. Vending gross profit realized during the third
quarter of 2000 was $8.5 million or 26.4% of vending revenue as compared to $7.4
million or 25.8% for the third quarter of 1999.
The cash vending gross profit (vending revenue minus cost of vended
product, location commissions and direct service cost) achieved during the first
nine months of 2000 was 34.3% of vending revenue, which is 1.2 percentage points
higher than the cash vending gross profit achieved during the comparable period
in 1999. The Company attributes this to a decrease in unit cost per plush toy
and lower direct labor partially offset by higher location payments as compared
to 1999. The cash vending gross profit for the current quarter is 1.1 percentage
points higher than the cash vending gross profit achieved during the second
quarter of 2000.
Gross profit on franchise and other revenue for the first nine months of
2000 decreased to $707,000 or 34.4% of franchise and other revenue, which is 4.8
percentage points higher than the gross margin percentage achieved for the same
period in 1999. For the third quarter of 2000, gross profit on franchise and
other revenue decreased to $201,000 or 28.2% of franchise and other revenue, as
compared to $134,000 or 12.1% of franchise and other revenue for the third
quarter of 1999. The increase in gross margin as a percentage of franchise and
other revenue resulted from lower cost of merchandise sold to franchisees and
non-franchisees partially offset by the increase in acquisition and distribution
costs.
OPERATING EXPENSES
General and administrative expenses and depreciation and amortization
decreased $573,000 to $18.7 million for the first nine months of 2000. As a
percentage of revenue, operating expenses were 19.6% or a 2 percentage point
improvement over the comparable period in 1999, primarily as a result of reduced
expenditures and higher revenues.
OPERATING EARNINGS
Operating earnings for the first nine months of 2000 increased to $6.9
million, or 7.2% of total revenue, as compared to an operating loss of $3.3
million for the comparable period in 1999. The loss in 1999 was primarily
attributable to the write off of costs in excess of assets acquired related to
Plush 4 Play, one-time severance costs and other costs recorded by the Company
during the third quarter of 1999.
INTEREST EXPENSE, NET
Interest expense for the first nine months of 2000 increased $765,000 to
$5.8 million as compared to the same period in 1999. Interest expense for the
third quarter of 2000 increased $234,000 to $2.0 million as compared to the same
period in 1999. The Company's interest expense is directly related to its level
of borrowings and changes in the underlying interest rates.
NET EARNINGS AND NET EARNINGS PER SHARE
Net earnings for the first nine months of 2000 increased to $630,000, as
compared to a net loss of $4.9 million for the comparable period in 1999. Net
earnings for the third quarter of 2000 were $323,000 as compared to a net loss
of $5.0 million for the comparable period in 1999. Diluted earnings per share
for the third quarter of 2000 were $0.05, as compared to a net loss per share of
$0.77 for the comparable period in 1999. Diluted weighted average common shares
for the third quarter of 2000 were 6,496,714 as compared to 6,475,069, which
excludes the anti-dilutive effect of potential common shares, for both periods.
Diluted earnings per share for the first nine months of 2000 were $0.10, as
compared to a loss per share of $0.76 for the comparable period in 1999. Diluted
weighted average common shares for the first nine months of 2000 were 6,488,283
as compared to 6,475,069, which excludes the anti-dilutive effect of potential
common shares, for both periods.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary sources of liquidity and capital resources
historically have been cash flows from operations, borrowings under the
Company's bank credit facility and issuances of its equity securities. These
sources of cash flows have been offset by cash used for acquisitions, investment
in skill-crane machines and other amusement vending devices and payment of
long-term borrowings.
Net cash provided by operating activities was $16.8 million and $6.0
million for the nine months ended September 30, 2000 and 1999, respectively. The
Company anticipates that cash will continue to be provided by operations as
additional skill-crane machines and other amusement devices are placed in
service. Cash required in the future is
9
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (CONTINUED).
expected to be funded by existing cash and cash provided by operations and
borrowings under the Company's current credit facility and expected new debt
agreements.
Net cash used in investing activities was $14.8 million and $5.5 million
for the nine months ended September 30, 2000 and 1999, respectively. Capital
expenditures for the nine months ended September 30, 2000 and 1999 amounted to
$13.6 million and $4.9 million, respectively, of which $13.3 million and $4.3
million was represented by the acquisition of Shoppes and other amusement
devices.
Net cash used in financing activities was $1.6 million and $2.2 million for
the nine months ended September 30, 2000 and 1999, respectively. Financing
activities consist primarily of advances and repayments on the Company's credit
facility and other debt obligations.
Under its current credit facility, the Company may borrow up to $50.0
million at a rate based on the bank's prime interest rate or, at the Company's
option, an interest rate based on the current LIBOR rate. The effective rate at
September 30, 2000 was 10.2%. The credit facility is available through July 13,
2001 and at September 30, 2000 there was a principal amount of approximately
$49.2 million outstanding and $800,000 available under the facility. The credit
facility provides that certain financial ratios be met and places restrictions
on, among other things, the incurrence of additional debt financing and the
payment of dividends.
The Company is currently negotiating with financial institutions to
refinance its current credit facility; however, there can be no assurance that
the Company will be successful in refinancing its current credit facility.
The Company may use a portion of its capital resources to effect
acquisitions of franchisees. Because the Company cannot predict the timing or
nature of acquisition opportunities, or the availability of acquisition
financing, the Company cannot determine the extent to which capital resources
may be used. Company management believes that funds generated from operations,
borrowings available under its credit facility, and the Company's ability to
negotiate additional and enhanced credit agreements will be sufficient to meet
the Company's foreseeable operating and capital expenditure requirements.
10
<PAGE> 11
PART II. OTHER INFORMATION.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
10.50 Amusement Vending Agreement, effective as of July 1,
2000, between the Registrant and Denny's, Inc.
10.51 Other Income Supplier Agreement--Coin Operated
Equipment, dated August 1, 2000, between the
Registrant and Wal-Mart Stores, Inc.
11.1 Statement re: Computation of Per Share Earnings (Loss)
27 Financial Data Schedule
(b) Reports on Form 8-K
None
11
<PAGE> 12
AMERICAN COIN MERCHANDISING, INC.
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.
AMERICAN COIN MERCHANDISING, INC.
November 14, 2000 By: /s/ W. John Cash
------------------------ ------------------------------------
Date W. John Cash
Senior Vice President,
Chief Financial Officer
12
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER Description
------- -----------
<S> <C>
10.50 Amusement Vending Agreement, effective as of July 1, 2000,
between the Registrant and Denny's, Inc
10.51 Other Income Supplier Agreement--Coin Operated Equipment,
dated August 1, 2000, between the Registrant and Wal-Mart
Stores, Inc
11.1 Statement re: Computation of Per Share Earnings (Loss)
27 Financial Data Schedule
</TABLE>
