<PAGE> 1
United States
Securities and Exchange Commission
Washington, DC 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 Period Ended June 30, 1999
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the Transition Period From __________ to
__________
Commission file number 000-21567
----------------------
Quest Education Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 65-0038445
- ---------------------------------------------- ------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1400 Hembree Road, Suite 100
Roswell, GA 30076
- ---------------------------------------------- ------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
(770) 510-2000
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter periods 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 [ ]
Applicable Only to Issuers Involved in Bankruptcy
Proceedings during the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes [X] No [ ]
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $.01 Par Value, 8,236,037 shares as of August 13, 1999
1
<PAGE> 2
INDEX
QUEST EDUCATION CORPORATION
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed consolidated balance sheets - June 30, 1999 and March
31, 1999 (Audited)
Condensed consolidated statements of income - Three months ended
June 30, 1999 and 1998
Condensed consolidated statements of cash flows - Three months
ended June 30, 1999 and 1998
Notes to condensed consolidated financial statements -
June 30, 1999
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
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PART I FINANCIAL INFORMATION
ITEM 1 FINANCIAL STATEMENTS
QUEST EDUCATION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1999 1999
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,974,193 $12,936,466
Trade accounts receivable, less allowance for doubtful
accounts of $2,486,136 and $2,412,029, respectively 7,988,218 9,451,674
Notes receivable, less allowance for doubtful accounts of
$1,296,600 and $1,296,600, respectively 1,288,296 1,296,600
Prepaid expenses and other current assets 2,837,105 2,724,014
Deferred income tax assets 1,060,862 1,060,862
----------- -----------
Total current assets 16,148,674 27,469,616
Notes receivable, less allowance for doubtful accounts of
$334,836 and $334,836, respectively 334,836 334,836
Property and equipment, net 16,350,588 15,830,496
Deferred debt issuance costs, net of accumulated
amortization of $224,140 and $219,803, respectively 200,365 204,051
Covenants not to compete, net of accumulated amortization of
$1,676,279 and $1,642,291, respectively 1,000,112 1,034,101
Goodwill and other intangible assets, net of accumulated
amortization of $9,724,826 and $9,358,231, respectively 34,707,286 35,065,331
Deferred income tax assets 1,091,951 1,091,951
Other assets 509,406 510,202
=========== ===========
Total assets $70,343,218 $81,540,584
=========== ===========
</TABLE>
3
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QUEST EDUCATION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1999 1999
----------- -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 146,768 $ 63,473
Accrued compensation 2,355,744 2,996,082
Accrued expenses 1,287,480 1,871,749
Deferred tuition income 5,372,491 8,498,186
Income tax payable -- 1,522,194
Current portion of long-term debt 1,923,765 2,524,252
----------- -----------
Total current liabilities 11,086,248 17,475,936
Long-term debt, less current portion 14,160,243 19,264,558
Other liabilities 613,092 635,936
----------- -----------
Total liabilities 25,859,583 37,376,430
Stockholders' equity:
Preferred stock, authorized 5,000,000 shares, none issued and
outstanding -- --
Common stock, $.01 par value - authorized 15,000,000
shares, 8,224,037 and 8,220,287 shares issued and outstanding at
June 30 and March 31, 1999, respectively 82,240 82,203
Additional paid-in capital on common stock 36,249,205 36,239,242
Retained earnings 8,152,190 7,842,709
----------- -----------
Total stockholders' equity 44,483,635 44,164,154
=========== ===========
Total liabilities and stockholders' equity $70,343,218 $81,540,584
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
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QUEST EDUCATION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1999 1998
-------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net revenues $24,122,478 $18,711,040
School operating costs:
Cost of education and facilities 12,425,550 9,396,387
Selling and promotional 3,704,402 2,751,792
General and administrative expenses 6,791,195 5,624,284
Amortization of goodwill and intangibles 426,093 458,567
----------- -----------
Income from operations 775,238 480,010
Interest expense, net 246,208 334,140
----------- -----------
Income before provision for income taxes 529,030 145,870
Provision for income taxes 219,548 61,265
=========== ===========
Net income $ 309,482 $ 84,605
=========== ===========
Basic:
Net income per share $ 0.04 $ 0.01
Weighted average number of shares outstanding 8,254,123 7,751,571
Diluted:
Net income per share $ 0.04 $ 0.01
Weighted average number of shares outstanding 8,456,494 8,015,388
</TABLE>
See notes to condensed consolidated financial statements.
5
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QUEST EDUCATION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED JUNE 30, ENDED JUNE 30,
1999 1998
-------------- --------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 309,482 $ 84,605
Adjustments to reconcile net income to net cash used in operating
activities:
Depreciation 794,216 541,676
Amortization of intangible assets 426,093 458,567
Provision for losses on accounts receivable 641,203 573,210
Changes in operating assets and liabilities, net of
assets acquired and liabilities assumed (5,115,606) (5,345,277)
------------ ------------
Net cash used in operating activities (2,944,612) (3,687,219)
INVESTING ACTIVITIES:
Net additions to goodwill and intangibles (8,551) --
Purchases of businesses, net of cash acquired -- (39,831)
Purchases of property and equipment, net (1,314,308) (346,780)
------------ ------------
Net cash used in investing activities (1,322,859) (386,611)
FINANCING ACTIVITIES:
Issuance of common stock -- 39,138
Exercise of common stock options 10,000 --
Proceeds from debt 2,800,000 --
Principal payments on long-term debt (8,504,802) (746,161)
Payments of amounts due to sellers -- (3,517,602)
------------ ------------
Net cash used in financing activities (5,694,802) (4,224,625)
------------ ------------
Decrease in cash and cash equivalents (9,962,273) (8,298,455)
Cash and cash equivalents at beginning of period 12,936,466 21,445,782
============ ============
Cash and cash equivalents at end of period $ 2,974,193 $ 13,147,327
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
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QUEST EDUCATION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1999
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. 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 three month period ended June 30, 1999
are not necessarily indicative of the results that may be expected for the year
ending March 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1999 filed with the
Securities and Exchange Commission.
The balance sheet at March 31, 1999 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
2. 1998 PUBLIC OFFERING
On July 2, 1998, the Company completed a public offering of common stock. A
total of 2,300,000 shares were sold at $8.75 per share which included 426,001
shares sold by the Company and 1,873,999 shares sold by certain selling
stockholders. This amount includes the over allotment exercised by the
underwriters. The net proceeds to the Company were approximately $3.5 million
before deducting expenses of the offering. These proceeds are being used for
general corporate purposes.
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QUEST EDUCATION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
3. EARNINGS PER SHARE
Earnings per share are calculated using Statement of Financial Accounting
Standards No. 128, Earnings per Share, ("SFAS 128"). Basic earnings per share
include weighted average common shares outstanding. Diluted earnings per share
include weighted average common shares outstanding plus the dilutive effect of
stock options and stock purchase warrants.
The table below presents the computations and required disclosures under SFAS
128.
<TABLE>
<CAPTION>
Three Months Three Months
ended ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Numerator:
Net income $ 309,482 $ 84,605
Denominator:
Denominator for basic earnings per share-
weighted average shares outstanding 8,254,123 7,751,571
Effect of dilutive securities:
Options 168,549 245,513
Warrants 33,822 18,304
---------- ----------
Denominator for diluted earnings per share-
weighted average shares outstanding 8,456,494 8,015,388
Basic net income per share $ 0.04 $ 0.01
Diluted net income per share $ 0.04 $ 0.01
</TABLE>
Options to purchase 447,700 and 30,500 shares of common stock at June 30, 1999
and 1998, respectively and warrants to purchase 16,667 shares of common stock at
June 30, 1999 were outstanding, but were not included in the computation of
diluted earnings per share because the option's exercise price was greater than
the average market price of the common shares and, therefore, the effect would
be antidilutive.
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QUEST EDUCATION CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
4. ACQUISITIONS
The Company has made the following acquisitions since April 1, 1998:
<TABLE>
<CAPTION>
ACCOUNTING
SCHOOL DATE ACQUIRED CURRICULUM METHOD (1)
- ----------------------- ------------------- ----------------- -----------------
<S> <C> <C> <C>
American Institute 11/98 IT/Business Purchase
of Commerce
Cedar Falls, IA
American Institute 11/98 IT/Business Purchase
of Commerce
Davenport, IA
Hamilton College 11/98 IT/Business Purchase
Cedar Rapids, IA
Hamilton College 11/98 IT/Business Purchase
Des Moines, IA
Hamilton College 11/98 IT/Business Purchase
Mason City, IA
</TABLE>
(1) All of the acquisitions were accounted for under the purchase method of
accounting. Under the purchase method of accounting, the results of operations
of the acquired companies are included in the consolidated statement of income
as of the acquisition date. The assets and liabilities of the companies acquired
in fiscal 1999 are included in the Company's consolidated balance sheet based on
a preliminary allocation of their estimated fair values on the date of
acquisition. The excess of cost over acquired net assets of businesses acquired
has been recorded as an intangible asset and is being amortized on a
straight-line basis.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Three months ended
June 30, 1999 June 30, 1998
------------------ ------------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net revenue 100.0% 100.0%
School operating costs:
Cost of education and facilities 51.5 50.2
Selling and promotional expenses 15.4 14.7
General and administrative expenses 28.1 30.1
Amortization of goodwill and
intangibles 1.8 2.4
-------- --------
Income from operations 3.2 2.6
Interest expense, net 1.0 1.8
-------- --------
Income before provision for income taxes 2.2 0.8
Provision for income taxes 0.9 0.3
-------- --------
Net income 1.3% 0.5%
======== ========
OTHER OPERATING DATA:
Number of school at end of period 30 24
Number of students at end of period 10,158 8,418
Number of new students starts during the
period 2,569 1,997
</TABLE>
Three Months Ended June 30, 1999 Compared With Three Months Ended June 30, 1998
Net Revenue. Net revenue increased by $5,411 or 28.9%, to $24,122 for the three
months ended June 30, 1998 from $18,711 for the three months ended June 30,
1998. Revenue growth was primarily a result of the operations of the two
American Institute of Commerce and three Hamilton Colleges ("The Iowa Colleges")
which were acquired in November 1998. Revenue from the operations of schools
included in the Company's results for the entire first quarters ended June 30,
1999 and 1998 (same schools) increased 10.2%. The number of students attending
the Company's schools at the end of the current quarter ended June 30, 1999
increased 20.7% to 10,158 from 8,418 at the end of the corresponding quarter in
1998 principally as a result of the addition of the Iowa Colleges and same
school total student enrollment growth of 6.7%. The number of new student starts
at the Company's schools during the three months ended June 30, 1999 increased
to 2,569 from 1,997 for the corresponding three months of the prior year, a
28.6% increase. This increase was due to the addition of the Iowa Colleges and a
10.6% increase in the Company's same schools.
Cost of Education and Facilities. Cost of education and facilities increased by
$3,030, or 32.2%, to $12,426 for the three months ended June 30, 1999 from
$9,396 for the three months ended June 30, 1998, principally as a result of the
addition of the Iowa College schools in fiscal 1999, costs related to increased
enrollments in those schools, the increased cost of new program
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implementations and facility expansions. The cost of education and facilities as
a percentage of net revenue was 51.5% in 1999 compared with 50.2% in 1998.
Selling and Promotional. Selling and promotional expenses increased by $952, or
34.6%, to $3,704 for the three months ended June 30, 1999 from $2,752 for the
three months ended June 30, 1998 principally as a result of the addition of the
Iowa schools and increased advertising for new programs. Selling and promotional
expenses as a percentage of net revenue increased to 15.4% in 1999 compared with
14.7% in 1998.
General and Administrative. Administrative expenses increased by $1,167, or
20.8%, to $6,791 for the three months ended June 30, 1999 from $5,624 for the
three months ended June 30, 1998. Administrative expense as a percentage of net
revenue decreased slightly to 28.1% in 1999 compared with 30.1% in 1998.
Amortization of Goodwill and Intangibles. Amortization of goodwill and
intangibles decreased $33 or 0.7%, to $426 for the three months ended June 30,
1999 from $459 for the three months ended June 30, 1998. The decrease was
primarily a result of certain intangible assets being fully amortized.
Interest Expense, Net. Net interest expense decreased $88 to $246 for the three
months ended June 30, 1999 from net interest expense of $334 for the three
months ended June 30, 1998. The change was principally a result of lower debt
levels from the prior year resulting in decreased interest expense.
Income Taxes. Income taxes increased by $159 to $220 for the three months ended
June 30, 1999 from $61 for the three months ended June 30, 1998 due to the
increase in income before income taxes.
Net Income. Net income increased to $309 for the three months ended June 30,
1999 from net income of $85 for the three months ended June 30, 1998. The
increase was a result of the increased net revenues.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the three months ended June 30, 1999 was
$2,945 compared to $3,687 for the three months ended June 30, 1998. Cash used in
operating activities in the current three month period is due to increased
payments of income taxes and interest payments on borrowings under the Company's
bank credit facility. The Company's principal source of funds at June 30, 1999
were cash and cash equivalents of $2,974 and accounts receivable of $7,988. The
decrease in cash and cash equivalents of $9,962 for the three months ended June
30, 1999 was due to debt payments of $8,200 and tax payments of $2,400.
Historically, the Company's investment activity consisted of capital asset
purchases and the purchase of schools. Capital expenditures, excluding capital
leases, totaled $1,314 and $347 for the three months ended June 30, 1999 and
1998, respectively, consisting of purchases of additional equipment, upgrades
and replacement of existing equipment such as computers and medical equipment
for school programs, and expanded facilities. Capital expenditures were
primarily at the Atlanta, Nebraska, and Virginia schools to support new programs
in the current
11
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three month period, and at the CHI Institute schools and Hesser schools in the
corresponding three month period of the prior year.
The Company's capital assets consist primarily of classroom and laboratory
equipment (such as computers and medical devices), classroom and office
furniture, and leasehold improvements. All building facilities are leased, with
the exception of the land and building owned by the Company in Dayton, Ohio;
Lincoln and Omaha, Nebraska; and Manchester, New Hampshire. The Company plans to
continue to expand current facilities, upgrade and replace equipment, and
acquire new schools. The Company expects that its fiscal 2000 operations and
planned capital expenditures will be funded through cash generated from existing
operations.
The use of cash financing activities experienced for the three month period
ended June 30, 1999 was primarily a result of payments on long term debt.
Cash flow from operations on a long-term basis is highly dependent on the
receipt of funds from Title IV Programs, and presently a majority of the
Company's net revenue is derived from Title IV Programs. Disbursement of Title
IV Program funds is governed by federal regulations. For students enrolled in
"non-term" programs, (i.e., not divided into quarters or semesters), payments
are generally made in two equal installments, one in the first 30 days following
the student's first day of class and the second when the student reaches the
midpoint of the program. For students enrolled in term programs (i.e., quarters
or semesters) payments are made at the beginning of each term, with the
exception of the initial disbursement which is made 30 days following the
student's first day of class.
OTHER MATTERS
Year 2000 Compliance
Computer-based systems that utilize two digits rather than four digits to define
the applicable year may fail to properly recognize date sensitive information
when the year changes to 2000. Because the Company has purchased or upgraded
substantially all of its computer hardware and software systems within the last
few years, for reasons unrelated to Year 2000 compliance issues, the Company
does not expect to be affected by Year 2000 issues arising from the use of older
"legacy" computer-based systems. The Company is currently conducting a
comprehensive review of its computer-based systems (both hardware and software)
to determine if those systems will be affected by resulting Year 2000 compliance
issues. So far, the Company's review of its computer-based systems indicates
that approximately 70% of all such systems are Year 2000 compliant. Systems
crucial to the Company's financial operations such as accounting and FEEDS (the
Company's federal financial aid system software) are Year 2000 compliant.
Management has determined that replacement or upgrade of the non-compliant
systems will not require incurring costs in excess of $250, and that the
replacements and upgrades can be completed with a minimal allocation of
manpower. The Company anticipates that all of its internal systems will be Year
2000 compliant by September 30, 1999. The Company is seeking confirmation from
outside vendors, financial institutions and others that they are Year 2000
compliant or that they are developing and implementing plans to become Year 2000
compliant and has received written confirmation of compliance from approximately
two-thirds of such outside vendors, financial institutions and otherwise. The
Company has been advised by the Department of Education that
12
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modifications of the systems involved in the administration of the Department's
Federal Direct Student Loan Program which represents a majority of the Company's
funding will be completed by June, 1999. However, there can be no assurance that
these outside vendors, financial institutions, and others will timely resolve
their own Year 2000 compliance issues or that any such failure would not have an
adverse effect on the Company's results of operations and financial condition.
The Company is in the process of formulating contingency plans to assure the
continuation of its operations if these outside vendors, financial institutions
or others fail to timely resolve their own Year 2000 compliance issues.
Management believes it is devoting the necessary resources to timely address all
Year 2000 compliance issues over which it has control.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has considered the provision of Financial Reporting Release No. 48,
"Disclosure of Accounting Policies for Derivative Financial Instruments and
Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative
Information about Market Risk Inherent in Derivative Financial Instruments,
Other Financial Instruments and Derivative Commodity Instruments:.
The Company had no holdings of derivative financial or commodity instruments at
June 30, 1999, and the Company does not invest or intend to invest in derivative
financial instruments or derivative commodity instruments.
Substantially all of the Company's indebtedness was incurred in connection with
the acquisitions of its schools, is payable to the sellers of those schools, and
bears a fixed interest rate. However, the Company is exposed to interest rate
change market risk with respect to its $40,000 credit facility with a financial
institution which is priced based on the London Inter-Bank Offering Rate (LIBOR)
plus a spread of 1.500% - 2.375% based on certain conditions. At June 30, 1999,
$8,800 was outstanding under its credit facility and the Company had utilized a
portion of the credit line to support a Letter of Credit in the amount of $2,400
issued in connection with the acquisition of the Iowa schools. Changes in LIBOR
during the next twelve months will have a positive or negative effect on the
Company's interest expense. Based on amounts currently outstanding under the
credit facility, including the Letter of Credit, each 1% fluctuation in the
LIBOR rate will increase or decrease interest expense for the Company by
approximately $88 annually.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
ROUTINE PROCEEDINGS
The Company is a party to routine litigation incidental to its business,
including ordinary course employment litigation. Management does not believe
that the resolution of any or all of such routine litigation is likely to have a
material adverse effect on the Company's financial condition or results of
operations.
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
Exhibits:
27 Financial Data Schedule June 30, 1999 (for SEC use only)
14
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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.
Quest Education Corporation.
----------------------------
Date: August 13, 1999
/s/ VINCE PISANO
----------------------------
Vince Pisano
Chief Financial Officer
Principal Financial Officer
and
Principal Accounting Officer
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-2000
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 2,974
<SECURITIES> 0
<RECEIVABLES> 13,059
<ALLOWANCES> 3,783
<INVENTORY> 0
<CURRENT-ASSETS> 16,149
<PP&E> 26,449
<DEPRECIATION> 10,098
<TOTAL-ASSETS> 70,343
<CURRENT-LIABILITIES> 11,086
<BONDS> 16,084
0
0
<COMMON> 82
<OTHER-SE> 44,402
<TOTAL-LIABILITY-AND-EQUITY> 70,343
<SALES> 24,122
<TOTAL-REVENUES> 24,122
<CGS> 21,154
<TOTAL-COSTS> 21,154
<OTHER-EXPENSES> 1,552
<LOSS-PROVISION> 641
<INTEREST-EXPENSE> 246
<INCOME-PRETAX> 529
<INCOME-TAX> 220
<INCOME-CONTINUING> 309
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 309
<EPS-BASIC> 0.04
<EPS-DILUTED> 0.04
</TABLE>
