UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
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 0-29466
National Research Corporation
(Exact name of Registrant as specified in its charter)
Wisconsin 47-063400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1033 "O" Street, Lincoln Nebraska 68508
(Address of principal executive offices) (Zip Code)
(402) 475-2525
(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 (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.
Common Stock, $.001 par value, outstanding as of August 10, 1998:
7,305,000 shares
<PAGE>
NATIONAL RESEARCH CORPORATION
FORM 10-Q INDEX
For the Quarter Ended June 30, 1998
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets 3
Condensed Statements of Income 4
Condensed Statements of Cash Flows 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds 10
Item 4. Submission of Matters to a Vote of
Security Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibit Index 13
<PAGE>
PART I Financial Information
ITEM 1 Financial Statements
NATIONAL RESEARCH CORPORATION
CONDENSED BALANCE SHEETS
June 30, December 31,
1998 1997
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 1,424,101 $ 4,688,352
Investments in marketable debt securities 12,141,469 13,220,553
Trade accounts receivable less
allowance for doubtful accounts of
$72,808 in 1998 and $62,808 in 1997 3,917,463 3,094,772
Unbilled revenues 913,729 559,856
Prepaid expenses and other 831,787 184,156
Other receivables 648,874 -
Deferred income taxes 144,476 127,225
---------- ----------
Total current assets 20,021,899 21,874,914
---------- ----------
Property and equipment, net of accumulated
depreciation and amortization 1,271,930 519,955
Deferred income taxes 1,257,609 155,775
Other 87,175 12,482
Goodwill and other intangibles, net of
accumulated amortization 2,767,465 -
---------- ----------
Total assets $25,406,078 $22,563,126
========== ==========
Liabilities and Shareholders' Equity
Current liabilities:
Current portion - notes payable $ 30,754 $ -
Accounts payable and accrued expenses 1,761,747 615,930
Accrued wages, bonuses and profit sharing 1,544,866 1,161,917
Income taxes payable 87,753 118,000
Billings in excess of revenues earned 3,937,792 2,297,751
---------- ----------
Total current liabilities 7,362,912 4,193,598
Notes payable, net of current portion 89,549
Bonuses and profit sharing accruals 318,117 248,684
Other accrued expense 321,529 -
---------- ----------
Total long-term liabilities 729,195 248,684
---------- ----------
Total liabilities 8,092,107 4,442,282
---------- ----------
Shareholders' equity:
Common stock, $.001 par value; authorized
20,000,000 shares, issued and outstanding
7,305,000 7,305 7,305
Preferred stock, $.01 par value; authorized
2,000,000 shares, no shares issued and
outstanding - -
Additional paid-in capital 16,839,839 16,839,839
Retained earnings 466,827 1,273,700
---------- ----------
Total shareholders' equity 17,313,971 18,120,844
---------- ----------
Total liabilities and
shareholders' equity $25,406,078 $22,563,126
========== ==========
See accompanying notes to condensed financial statements.
<PAGE>
NATIONAL RESEARCH CORPORATION
CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three months ended Six months ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Renewable performance
tracking services and
custom research $3,859,714 $3,407,093 $6,964,710 $6,506,266
Renewable syndicated
service 170,003 103,691 471,107 444,312
---------- ---------- ---------- ----------
Total revenues 4,029,717 3,510,784 7,435,817 6,950,578
---------- ---------- ---------- ----------
Operating expenses:
Direct expenses 2,015,961 1,617,304 3,524,922 3,010,725
Selling, general and
administrative 1,242,811 886,619 2,431,399 1,837,420
Depreciation and
amortization 66,363 37,971 118,356 79,568
Acquired in-process
research and
development cost 2,974,324 - 2,974,324 -
Severance charge 303,740 - 303,740 -
---------- ---------- ---------- ----------
Total operating
expenses 6,603,199 2,541,894 9,352,741 4,927,713
---------- ---------- ---------- ----------
Operating income
(loss) (2,573,482) 968,890 (1,916,924) 2,022,865
Other income:
Interest income 355,244 51,963 617,444 97,030
Interest expense (1,303) - (1,303) -
---------- ---------- ---------- ----------
Total other income 353,941 51,963 616,141 97,030
---------- ---------- ---------- ----------
Income (loss) before
income taxes (2,219,541) 1,020,853 (1,300,783) 2,119,895
Income tax benefit (850,911) - (493,911) -
---------- ---------- ---------- ----------
Net income (loss) (1,368,630) 1,020,853 (806,872) 2,119,895
Pro forma income taxes - 408,341 - 847,958
---------- ---------- ---------- ----------
Pro forma net income
(loss) $(1,368,630) $ 612,512 $ (806,872) $1,271,937
========== ========== ========== ==========
Pro forma net income
per share-basic
and diluted $ (0.19) $ 0.10 $ (0.11) $ 0.21
========== ========== ========== ==========
Weighted average shares
and share equivalents
outstanding-basic
and diluted 7,305,000 6,184,812 7,305,000 6,184,812
========== ========== ========== ==========
See accompanying notes to condensed financial statements.
<PAGE>
NATIONAL RESEARCH CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
Six months ended
June 30,
1998 1997
Cash flows from operating activities:
Net income (loss) $ (806,872) $2,119,895
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 118,356 79,568
Acquired in-process research and
development cost, net of tax 1,814,338 -
Changes in assets and liabilities:
Trade accounts receivable 301,027 (954,206)
Unbilled revenues (144,197) (371,576)
Prepaid expenses and other (699,678) (582,407)
Deferred income taxes 40,901 (300,514)
Accounts payable and accrued expenses 947,658 394,456
Accrued wages, bonuses and profit sharing 303,612 -
Income taxes payable (30,247) -
Billings in excess of revenues earned 794,460 1,126,830
---------- ---------
Net cash provided by
operating activities 2,639,358 1,512,046
---------- ---------
Cash flows from investing activities:
Purchases of property and equipment (713,731) (232,452)
Acquisition, net of cash acquired (5,616,353) -
Accounts receivable other (648,874) -
Purchases of securities available-for-sale (8,269,797) (329,871)
Proceeds from the maturities of securities
available-for-sale 9,348,881 1,500,057
---------- ---------
Net cash provided by (used in)
investing activities (5,899,874) 937,734
---------- ---------
Cash flows from financing activities:
Dividends paid - (1,610,330)
Payments on notes payable (3,735) -
---------- ---------
Net cash provided by (used in)
financing activities (3,735) (1,610,330)
---------- ---------
Net increase (decrease) in cash
and cash equivalents (3,264,251) 839,450
Cash and cash equivalents at beginning of period 4,688,352 2,782,212
---------- ---------
Cash and cash equivalents at end of period $1,424,101 $3,621,662
========== ==========
Supplemental disclosure of cash paid for:
Interest $ 1,303 $ -
========== ==========
Taxes $ 577,650 $ -
========== ==========
See accompanying notes to condensed financial statements.
<PAGE>
NATIONAL RESEARCH CORPORATION
Notes to Condensed Financial Statements
1. INTERIM FINANCIAL REPORTING
The condensed balance sheet of National Research Corporation (the
"Company") at December 31, 1997 was derived from the Company's audited
balance sheet as of that date. All other financial statements contained
herein are unaudited and, in the opinion of management, include all
adjustments (consisting only of normal recurring adjustments) the Company
considers necessary for a fair presentation of financial position, results
of operations and cash flows in accordance with generally accepted
accounting principles.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These condensed
financial statements should be read in conjunction with the financial
statements and notes thereto that are included in the Company's Form 10-K
for the fiscal year ended December 31, 1997, filed with the Securities and
Exchange Commission in March 1998.
On January 1, 1998, the Company adopted the American Institute of
Certified Public Accountants Statement of Position No. 98-1 (SOP 98-1),
Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use. Under that accounting standard, the Company expenses as
incurred computer software costs incurred in the preliminary project
stage, which involved the conceptual formulation, evaluation and selection
of technology alternatives. Costs incurred related to the design, coding
installation and testing of software during the application project stage
are capitalized. Costs incurred for training and application maintenance
are expenses as incurred. The Company has capitalized approximately
$486,000 of costs incurred for the development of internal use software
for the six months ended June 30, 1998, with such costs classified as
property and equipment. Prior to January 1, 1998, the Company's
accounting policy was to expense as incurred all costs of software
developed for internal use. Costs incurred prior to January 1, 1998, for
the development of internal use software have not been adjusted or
capitalized as a result of the Company's adoption of SOP 98-1.
2. S CORPORATION STATUS
From August 1, 1994, through October 13, 1997 (three days prior to the
Company's initial public offering), the Company was an S Corporation and,
accordingly, was not subject to Federal and state income taxes for the six
months ended June 30, 1997. Pro forma net income reflects a pro forma tax
provision at a combined Federal and state rate of 40% for the periods the
Company was an S Corporation as if it had been a C Corporation. Since
October 14, 1997, the Company has been C Corporation.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The following table sets forth, for the periods indicated, selected
financial information derived from the Company's condensed financial
statements, expressed as a percentage of total revenues. The trends
illustrated in the following table may not necessarily be indicative of
future results. The discussion that follows the table should be read in
conjunction with the condensed financial statements.
Percentage of Total Revenues
Three months ended Six months ended
June 30, June 30,
1998 1997 1998 1997
Revenues:
Renewable performance tracking
services and custom research 95.8% 97.0% 93.7% 93.6%
Renewable syndicated service 4.2 3.0 6.3 6.4
--------------- --------------
Total revenues 100.0 100.0 100.0 100.0
--------------- --------------
Operating expenses:
Direct expenses 50.0 46.1 47.4 43.3
Selling, general and
administrative 30.9 25.3 32.7 26.4
Depreciation and amortization 1.6 1.0 1.5 1.1
Acquired in-process research
and development cost 73.8 -- 40.0 --
Severance charge 7.5 -- 4.1 --
--------------- --------------
Total operating expenses: 163.8 72.4 125.7 70.8
--------------- --------------
Operating income (loss) (63.8%) 27.6% (25.7%) 29.2%
=============== ==============
Three Months Ended June 30, 1998 Compared to Three Months Ended June 30,
1997
Total revenues. Total revenues increased 14.8% in the three-month period
ended June 30, 1998, to $4.0 million from $3.5 million in the three month
period ended June 30, 1997. Revenues from the Company's renewable
performance tracking services and custom research increased 13.3% to $3.9
million in the three month period ended June 30, 1998 from $3.4 million in
the same period during 1997 primarily due to the addition of new clients,
the acquisition of Healthcare Research Systems, Ltd. ("HRS") in June 1998
and, to a lesser extent, an increase in the scope of existing tracking
projects. Revenues for the Company's renewable syndicated service
increased 64.0% to $170,000 in the three month period ended June 30, 1998
compared to $104,000 in the same three month period in 1997. Such an
increase reflects increased sales of the 1997 annual edition of the NRC
Healthcare Market Guide following its release in the prior year.
Direct expenses. Direct expenses increased 24.7% to $2.0 million in the
three-month period ended June 30, 1998 from $1.6 million in the same
period during 1997. The increase in direct expenses in the 1998 period
was due to increases in postage and printing expenses of $36,000, outside
field services of $57,000 and labor and payroll expenses of $355,000,
which were due partially to increased costs associated with the addition
of a telephone call center and to increased revenues. Direct expenses
increased as a percentage of total revenues to 50.0% in the three-month
period ended June 30, 1998, from 46.1% during the same period of 1997.
Selling, general and administrative expenses. Selling general and
administrative expenses increased 40.2% to $1.2 million for the three-
month period ended June 30, 1998 from $887,000 for the same period in
1997. This increase was primarily due to an increase of $288,000
associated with the expansion of the Company's sales and marketing
workforce and $64,000 associated with being a public company. Sales,
general and administrative expenses increased as a percentage of total
revenues to 30.8% for the three-month period ended June 30, 1998, from
25.3% for the same period in 1997.
Depreciation and amortization. Depreciation and amortization expenses
increased 74.8% to $66,000 in the three-month period ended June 30, 1998
from $38,000 in the same period of 1997 partially due to the acquisition
of HRS. Depreciation and amortization expenses as a percentage of total
revenues increased to 1.6% in the three-month period ended June 30, 1998,
from 1.1% in the same period of 1997.
Acquired In-Process Research and Development Cost and Severance Charge.
In connection with the acquisition of HRS in June 1998, the Company
incurred a one-time, non-recurring charge of $3.0 million for costs
assigned to in-process research and development activities of the acquired
company and operating expenses for severance costs of $304,000 for
duplicative employees of the Company as a result of the acquisition. The
aggregate charges to income net of taxes associated with the acquisition
were approximately $2.0 million, or $0.27 per share.
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Total revenues. Total revenues increased 7.0% in the first six months of
1998 to $7.4 million from $7.0 million in the first six months of 1997.
Revenues from the Company's renewable performance tracking services and
custom research increased 7.0% to $7.0 million in the first six months of
1998 from $6.5 million in the same period of 1997 primarily due to the
addition of new clients, the acquisition of HRS in June 1998, and, to a
lesser extent, an increase in the scope of existing tracking projects.
Revenues from the Company's renewable syndicated service increased 6.0% to
$471,000 in the first six months of 1998 from $444,000 in the same period
of 1997. Such increase reflects the addition of new syndicated service
clients.
Direct expenses. Direct expenses increased 17.1% to $3.5 million in the
first six months of 1998 from $3.0 million in the first six months of
1997. The increase in direct expenses in the 1998 period was due to
increases in outside field services of $64,000 and labor and payroll
expenses of $500,000 due partially to increased costs associated with the
addition of a telephone call center and to increased revenues. Direct
expenses increased as a percentage of total revenues to 47.4% in the first
six months of 1998 from 43.3% during the first six months of 1997.
Selling, general and administrative expenses. Selling, general and
administrative expenses increased 32.3% to $2.4 million for the first six
months of 1998 from $1.8 million for the first six months of 1997. This
increase was primarily due to an increase of $504,000 associated with the
expansion of the Company's sales and marketing workforce and an increase
of $191,000 associated with being a public company. Selling, general and
administrative expenses increased as a percentage of total revenues to
32.7% for the first six months of 1998 from 26.4% for the first six months
of 1997.
Depreciation and amortization. Depreciation and amortization expenses
increased 48.7% to $118,000 in the first six months of 1998 from $80,000
in the first six months of 1997 partially due to the acquisition of HRS.
Depreciation and amortization expenses increased as a percentage of total
revenues to 1.6% in the first six months of 1998 from 1.1% in the first
six months of 1997.
Liquidity and Capital Resources
The Company's principal source of funds historically has been cash flow
from its operations. The Company's cash flow has been sufficient to
provide funds for working capital and capital expenditures.
As of June 30, 1998, the Company had cash and cash equivalents of $1.4
million and working capital of $12.7 million.
During the six months ended June 30, 1998, the Company generated $2.6
million of net cash from operating activities as compared to $1.5 million
of net cash generated during the same period in the prior year. The
increase in cash flow was due partially to the timing of the collection of
a $717,000 account receivable in January 1998 and the timing of costs
incurred in advance of billings on certain projects, combined with growth
in accounts receivable, unbilled revenues and billings in excess of cost.
For the six months ended June 30, 1998, net cash used in investing
activities was $5.9 million as compared to net cash provided of $938,000
during the same period in the prior year. The 1998 increase in cash used
was primarily due to the acquisition of HRS in June 1998 for approximately
$5.6 million, the accounts receivable-other related to the acquisition of
$649,000 and investment of $714,000 in furniture, computer equipment and
production equipment to meet the expansion of the Company's business,
which was partially offset by the maturing of investments in debt
securities available-for-sale. The 1997 net cash provided was primarily
the maturing of investments available for sale which was partially offset
by an investment of $232,000 in furniture, computer equipment and
production equipment. The Company's investments available-for-sale
consist principally of United States government securities with maturities
of twelve months or less.
Net cash used in financing activities was $4,000 and $1.6 million for the
six months ended September 1998 and 1997, respectively. Net cash used in
financing activities for 1998 was for the payments of notes payable and
for 1997 was the result of S Corporation distributions to shareholders.
The Company typically bills clients for projects before they have been
completed. Billed amounts are recorded as billings in excess of costs or
deferred revenue on the Company's financial statements and are recognized
as income when earned. As of June 30, 1998 and as of December 31, 1997,
the Company had $3.9 million and $2.3 million of deferred revenues,
respectively. In addition, when work is performed in advance of billing,
the Company records this work as a cost in excess of billings or unbilled
revenue. At June 30, 1998 and December 31, 1997, the Company had $914,000
and $560,000 of unbilled revenues, respectively. Substantially all
deferred and unbilled revenues will be earned and billed, respectively,
within 12 months of the respective period ends.
PART II Other Information
ITEM 2 Changes in Securities and Use of Proceeds
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The Company's Registration Statement on Form S-1 (Registration
No. 333-33273) (the "Registration Statement") relating to the offer and
sale (the "Offering") of an aggregate of 2,415,000 shares of Common Stock
was declared effective by the Securities and Exchange Commission on
October 9, 1997. Of the 2,415,000 shares of Common Stock registered under
the Registration Statement, 1,250,000 shares were sold by the Company and
1,165,000 shares (including 315,000 shares sold pursuant to the exercise
of an over-allotment option granted to the underwriters) were sold by a
certain shareholder of the Company, Michael D. Hays (the "Selling
Shareholder").
During the fourth quarter of 1997, all of the shares of Common
Stock registered were sold in the Offering at a price of $15.00 per share,
for an aggregate price of $18,750,000 and $17,475,000 for the shares of
Common Stock sold by the Company and the Selling Shareholder,
respectively. After deducting the underwriting discount of $1.05 per
share, the Selling Shareholder received net proceeds equal to $16,251,750
and the Company received net proceeds equal to $17,437,500 less expenses
of $596,411 incurred in connection with the Offering. The net proceeds to
the Company were reasonably estimated to be applied as follows:
1. Temporary investments of United States government
securities with maturities of two years or less $11,297,574
2. Acquisition of HRS and related acquisition costs 5,543,515
-----------
Total proceeds to the Company $16,841,089
===========
ITEM 4 Submission of Matters to a Vote of Security Holders
The Company held its annual meeting of shareholders on April 28,
1998. At such meeting, Patrick E. Beans was elected as director of the
Company for a term to expire at the 2001 annual meeting of shareholders
and until his successor is duly elected and qualified pursuant to the
following vote: Patrick E. Beans - 7,124,659 shares voted for, 5,275
withholding authority, 0 abstentions and 0 broker non-votes. The other
directors of the Company whose terms of office continued after the 1998
annual meeting of shareholders are as follows: term expiring at the 1999
annual meeting - Paul C. Schorr, III; and terms expiring at the 2000
annual meeting - Michael D. Hays and John N. Nunnelly.
ITEM 5 Other Information
Proposals which shareholders of the Company intend to present at
and have included in the Company's proxy statement for the 1999 annual
meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
as amended ("Rule 14a-8"), must be received by the Company by the close of
business on December 1, 1999. In addition, a shareholder who otherwise
intends to present business at the 1999 annual meeting (including,
nominating persons for election as directors) must comply with the
requirements set forth in the Company's By-Laws. Among other things, to
bring business before an annual meeting, a shareholder must give written
notice thereof, complying with the By-Laws, to the Secretary of the
Company not less than 60 days and not more than 90 days prior to the
second Wednesday in the month of April (subject to certain exceptions if
the annual meeting is advanced or delayed a certain number of days).
Under the By-Laws, if the Company does not receive notice of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 (i.e., proposals
shareholders intend to present at the 1999 annual meeting but do not
intend to include in the Company's proxy statement for such meeting) prior
to February 13, 1999, then the notice will be considered untimely and the
Company will not be required to present such proposal at the 1999 annual
meeting. If the Board of Directors chooses to present such proposal at
the 1999 annual meeting, then the persons named in proxies solicited by
the Board of Directors for the 1999 annual meeting may exercise
discretionary voting power with respect to such proposal.
ITEM 6 Exhibits and Reports on Form 8-K
(a) Exhibit Number Description
(27) Financial Data Schedule (EDGAR version only)
(b) Reports on Form 8-K
On June 22, 1998, the Company filed a Current Report on
Form 8-K, dated June 11, 1998, to reflect (under Item 2 of Form 8-K) the
Company's acquisition of HRS. On August 12, 1998, the Company filed an
amendment on Form 8-K/A to the Company's Current Report on Form 8-K dated
June 11, 1998. The report, as amended, included (under Item 7 of
Form 8-K) the following financial statements: for HRS -- Balance Sheets as
of March 31, 1998 and December 31, 1997, Statements of Operations and
Statements of Cash Flows for the year ended December 31, 1997 and the
three months ended March 31, 1998 and 1997 and Statements of Members'
Equity for the year ended December 31, 1997; and for the Company -- Pro
Forma Condensed Consolidated Balance Sheet as of March 31, 1998 and Pro
Forma Condensed Consolidated Statements of Operations for the year ended
December 31, 1997 and for the three months ended March 31, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL RESEARCH CORPORATION
Date: August 14, 1998 By:/s/ Michael D. Hays
Michael D. Hays
President and Chief Executive Officer
Date: August 14, 1998 By:/s/ Patrick E. Beans
Patrick E. Beans
Vice President, Treasurer, Secretary
and Chief Financial Officer (Principal
Financial and Accounting Officer)
<PAGE>
NATIONAL RESEARCH CORPORATION
EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q
For the Quarterly Period ended June 30, 1998
Exhibit
(27) Financial Data Schedule (EDGAR version only)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF NATIONAL RESEARCH CORPORATION AS OF AND FOR
THE PERIOD ENDED JUNE 30, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<PERIOD-START> JAN-01-1998
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