<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 1995 COMMISSION FILE NUMBER 1-8674
GLOBAL NATURAL RESOURCES INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 93-0835865
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5300 MEMORIAL DRIVE 77007
SUITE 800 (ZIP CODE)
HOUSTON, TEXAS
(ADDRESS OF PRINCIPAL
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 880-5464
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.
X YES NO
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
As of May 1, 1995, 29,467,662 shares of common stock were outstanding.
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART I. FINANCIAL INFORMATION
Item 1. Unaudited Consolidated Financial Statements . . . . . . . . . . . . . . . 1
Consolidated Balance Sheets - March 31, 1995 and December 31, 1994 . . . . 1
Consolidated Statements of Operations for the Three Months Ended
March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 3
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 3. Defaults upon Senior Securities . . . . . . . . . . . . . . . . . . . . . 8
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . 8
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . 8
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
i
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
-------- --------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . $ 7,170 $ 3,881
Short-term liquid investments . . . . . . . . . . . . . . . . . . . . . . 20,563 33,279
Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,662 10,665
Current investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 709 832
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,743 4,436
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . 46,847 53,093
-------- --------
Properties and equipment, at cost:
Oil and gas properties (successful efforts method) . . . . . . . . . . . . 125,676 119,602
Pipeline facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,438 19,320
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,850 12,961
-------- --------
157,964 151,883
Less: accumulated depletion, depreciation and amortization . . . . . . . (63,006) (58,534)
-------- --------
Net properties and equipment . . . . . . . . . . . . . . . . . . . . 94,958 93,349
-------- --------
Notes receivable - Russian joint venture . . . . . . . . . . . . . . . . . . 4,265 3,606
Indonesian venture advances, net . . . . . . . . . . . . . . . . . . . . . . 2,438 2,453
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,857 1,999
-------- --------
$150,365 $154,500
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,050 $ 13,256
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,540 12,229
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 850 1,309
-------- --------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . 23,440 26,794
-------- --------
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,275 1,275
Deferred credits and other . . . . . . . . . . . . . . . . . . . . . . . . . 1,314 1,208
Commitments and contingencies . . . . . . . . . . . . . . . . . . . . . . . . - -
Redeemable bearer shares . . . . . . . . . . . . . . . . . . . . . . . . . . 17,248 17,467
Shareholders' equity:
Common stock; authorized 100,000,000 shares at $1.00 par value;
issued and outstanding 33,337,940 in 1995 and 33,335,487 in 1994 . . 33,338 33,335
Capital in excess of par value . . . . . . . . . . . . . . . . . . . . . . 138,386 138,355
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . (44,901) (44,167)
-------- --------
126,823 127,523
Less: treasury stock; 3,894,275 shares in 1995 and 3,900,697 in 1994 . . (19,735) (19,767)
-------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . 107,088 107,756
-------- --------
$150,365 $154,500
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE> 4
GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(AMOUNTS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------------
1995 1994
----------- -----------
Restated
<S> <C> <C>
Revenues:
Oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,177 $ 10,911
Pipeline . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,403 4,893
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 141 250
----------- -----------
18,721 16,054
----------- -----------
Expenses:
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,933 2,662
Exploration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,956 1,700
Pipeline cost of sales . . . . . . . . . . . . . . . . . . . . . . . . 4,048 4,745
Depletion, depreciation and amortization . . . . . . . . . . . . . . . 4,873 1,732
Administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,548 2,105
----------- -----------
17,358 12,944
----------- -----------
Income from operations . . . . . . . . . . . . . . . . . . . . . . 1,363 3,110
Other income (expense):
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 542 642
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . (52) (22)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (52) 237
----------- -----------
438 857
----------- -----------
Income before income tax expense . . . . . . . . . . . . . . . . . . . 1,801 3,967
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . 2,535 1,902
----------- -----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $ (734) $ 2,065
=========== ===========
Net income per share based on weighted average shares outstanding . . $ (.02) $ .07
=========== ===========
Weighted average common shares outstanding . . . . . . . . . . . . . . 29,439,226 30,036,670
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE> 5
GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AMOUNTS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------------------------------
1995 1994
----------- -----------
Cash Flow from Operating Activities: Restated
<S> <C> <C>
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . $ (734) $ 2,065
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depletion, depreciation and amortization . . . . . . . . . . . . . . 4,873 1,732
Leasehold impairments and dry hole expense . . . . . . . . . . . . . 1,771 867
Unrealized (gain) loss on short-term liquid investments . . . . . . . (116) 218
Gain on asset sales . . . . . . . . . . . . . . . . . . . . . . . . . (52) (465)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109 30
Changes in:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . (3,997) 4,049
Other current assets . . . . . . . . . . . . . . . . . . . . . . 816 494
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 794 (5,413)
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . (3,689) (1,502)
Short-term liquid investments . . . . . . . . . . . . . . . . . . 12,832 7,645
Deferred credits . . . . . . . . . . . . . . . . . . . . . . . . 106 121
----------- -----------
Net cash provided by operating activities . . . . . . . . . . . . . 12,713 9,841
----------- -----------
Cash Flows from Investing Activities:
Additions to oil and gas properties . . . . . . . . . . . . . . . . (8,491) (8,002)
Additions to pipeline facilities and other properties and equipment (144) (331)
Proceeds from sales of assets . . . . . . . . . . . . . . . . . . . 522 481
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (667) (389)
----------- -----------
Net cash used in investment activities . . . . . . . . . . . . . . . (8,780) (8,241)
----------- -----------
Cash Flows from Financing Activities:
Proceeds from common stock issuance . . . . . . . . . . . . . . . . 34 354
Redemptions of bearer shares . . . . . . . . . . . . . . . . . . . . (219) (332)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (459) 103
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . . (644) 125
----------- -----------
Net increase in cash and cash equivalents . . . . . . . . . . . . . 3,289 1,725
Cash and cash equivalents at beginning of period . . . . . . . . . . 3,881 16,356
----------- -----------
Cash and cash equivalents at end of period . . . . . . . . . . . . . $ 7,170 $ 18,081
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for:
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13 $ 4
=========== ===========
Income taxes:
U. S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - -
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,013 1,836
----------- -----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,013 $ 1,836
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE> 6
GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)
Supplemental disclosure of non-cash investing and financing activities:
In connection with the Company's Employees 401(k) Savings Plan, the
Company contributed 6,422 treasury shares during the period ended March 31,
1995 with a market value of approximately $49,000 to the plan. During the
period ended March 31, 1994, the Company contributed 4,405 treasury shares with
a market value of approximately $30,000 to the plan.
See accompanying notes to consolidated financial statements.
4
<PAGE> 7
GLOBAL NATURAL RESOURCES INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
(1) Basis for Preparation of Financial Statements
The consolidated financial statements included herein have been prepared
by the Company, 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 omitted pursuant to
such rules and regulations, although the Company believes that the disclosures
are adequate to make the information presented not misleading. It is suggested
that these consolidated financial statements be read in conjunction with the
financial statements and the notes thereto included in the Company's Annual
Report on Form 10-K/A-1 for the year ended December 31, 1994.
In Management's opinion, the accompanying unaudited consolidated financial
statements contain all necessary adjustments to present fairly the financial
position, the results of operations and cash flows for the periods reported.
All adjustments are of a normal recurring nature.
The 1994 financial information presented herein has been restated to
consolidate the Russian joint venture operations. Prior to the receipt on
March 3, 1995 of an exemption from paying export tax on crude oil sold outside
of Russia, the activities of the Russian joint venture were not significant to
the Company and the Company accounted for these activities using the equity
method. This change had no effect on net income (loss) or shareholders' equity
for the periods presented.
Certain reclassifications have been made to the 1994 financial statements
to conform to the presentation used in 1995.
The results of operations for the above periods are not necessarily
indicative of the results to be expected for the full year.
(2) Investments
The Company classifies its debt and marketable equity securities in one
of three categories: trading, available-for-sale, or held-to-maturity.
Trading securities are bought and held principally for the purpose of selling
them in the near term. Held-to-maturity securities are those securities in
which the Company has the ability and intent to hold the security until
maturity. Any other securities not included in trading or held-to-maturity
categories are classified as available-for-sale.
The Company has no held-to-maturity or available-for-sale securities.
Trading securities are recorded at fair value. Unrealized holding gains and
losses on trading securities are included in earnings. Dividend and interest
income are recognized when earned.
Marketable investment securities at December 31, 1994 and March 31, 1995
consist of certificates of deposit and U.S. government and corporate debt
securities (included in short-term liquid investments) and equity securities
(included in current investments). During the three month period ended March
31, 1995, the Company recorded $7,000 of unrealized losses resulting from
changes in the difference between cost and market value of short-term liquid
investments and equity securities. During the three month period ended March
31, 1994, the Company recorded $218,000 of unrealized losses resulting from
these same changes.
5
<PAGE> 8
(3) Redeemable Bearer Shares
In August 1993, the Company received $19.2 million, the cash held by the
Hambros Channel Islands Trust Corporation Limited ("Trust"), in the form of an
interest-free loan. The loan is repayable on demand only to the extent
necessary to redeem bearer share warrants presented for exchange until July
2008. Each bearer share warrant presented during this period will be redeemed
for $6.66. As of March 31, 1995, there were 2,685,487 outstanding bearer share
warrants. The loan is secured by a letter of credit from a bank. The letter
of credit is secured by certain of the Company's short-term liquid investments.
During 1995 and 1994 there were no drawings under the letter of credit. In
July 2008, the obligation of the Company to holders of bearer share warrants
will cease, the interest-free loan will terminate, and any remaining cash will
revert to the Company and will be accounted for as an increase to capital in
excess of par value.
(4) Earnings per Share
Earnings per share is computed based upon the weighted average common
shares outstanding, determined on a monthly basis. Unexercised stock options
do not have a dilutive effect on the reported earnings per common share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain data for 1994 has been restated to reflect the change in the
entities comprising the consolidated group, as discussed in Note 1 to the
Consolidated Financial Statements.
Introduction
The Company recorded a net loss of $0.7 million ($.02 per share) for the
first three months of 1995, as compared to net income of $2.1 million ($.07 per
share) for the same period in 1994. The 1994 results included a gain of $.5
million ($.02 per share) on asset sales.
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of." This statement is required by the FASB
to be adopted for fiscal years beginning after December 15, 1995. The Company
is currently evaluating the effect this accounting change will have on its
financial condition; however, it is not believed the impact will be material.
Results of Operations - Three Months Ended March 31, 1995 and 1994
Oil and Gas Revenues are summarized for the three months ended March 31, 1995
and 1994 in the following table:
<TABLE>
<CAPTION>
Revenues Price Volumes
------------------- ------------------- --------------------
1995 1994 1995 1994 1995 1994
---- ---- ---- ---- ---- ----
(thousands of dollars)
<S> <C> <C> <C> <C> <C> <C>
United States
Oil . . . . . . . $1,118 $ 673 $17.33 $12.90 65 MBbls 52 MBbls
Gas . . . . . . . $5,660 $4,314 $ 1.41 $ 2.12 4.0 Bcf 2.0 Bcf
Russia
Oil . . . . . . . $3,825 $2,645 $15.26 $12.59 251 MBbls 210 MBbls
Indonesia
Oil . . . . . . . $226 $154 n/a n/a n/a n/a
Gas . . . . . . . $3,348 $3,125 n/a n/a n/a n/a
</TABLE>
6
<PAGE> 9
United States oil sales volume increased 13 MBbls from the first quarter
1994 to the first quarter 1995. This 25% increase was principally due to
production from new offshore properties such as High Island Block 23-L and
South Timbalier Block 277 and increased production from the Company's Taylor
Lake field.
United States gas sales volume increased 2.0 Bcf for the three months ended
March 31, 1995 as compared to the same period in 1994. This 100% increase was
primarily due to production from new offshore properties and increased
production from the Company's Taylor Lake field.
Russian oil sales volumes increased 41 MBbls during the first quarter of
1995 as compared to the first quarter of 1994. This 20% increase was
principally due to increased production from the Onbysk field.
Indonesian liquid natural gas (LNG) liftings for the three months ended
March 31, 1995 totalled 120 as compared to 118 for the same period in 1994.
The Company does not have direct access to information with respect to oil and
gas operations in Indonesia and has not been advised as to changes in any
additional factors (i.e. prices or oil and gas production) which would affect
oil and gas revenues.
Pipeline Operations contributed $4.4 million to consolidated revenues and
incurred $4.0 million in pipeline operating expenses, exclusive of depreciation
for the three months ended March 31, 1995 as compared to $4.9 million in
revenues and $4.7 million in expenses for the same period in 1994. The
pipeline segment generated a net loss from operations before taxes of
approximately $0.1 million for the three months ended March 31, 1995 as
compared to a net loss of $0.2 million for the same period in 1994.
Expenses increased to $17.4 million for the three months ended March 31, 1995
as compared to $12.9 million for the same period in 1994. This $4.5 million
(35%) increase is primarily due to increases in production, exploration and
depletion expenses of $0.3 million, $1.3 million and $3.1 million, respectively.
The increases in production and depletion expenses were the direct result of
increased production of domestic oil, domestic gas and Russian oil of 25%, 100%
and 20%, respectively. The increase in production expenses that resulted from
increased production was partially offset by a $1.0 million decrease in Russian
export tax expense for the quarter ended March 31, 1995 as compared to the same
period in 1994. The increase in exploration expenses was the result of
increased dry hole costs in 1995 as compared to 1994. Dry hole costs during
the first quarter of 1995 were $1.2 million compared to $0.3 million during the
same period in 1994.
Other Income and Expense decreased approximately $0.4 million for the three
months ended March 31, 1995 compared to the same period in 1994. This decrease
was primarily the result of the decrease in gains on asset sales mentioned
above.
Liquidity and Capital Resources
Cash and cash equivalents increased by $3.3 million during the first
quarter of 1995. This increase was primarily due to the $12.7 million net cash
flow provided by operations which was partially offset by the $8.8 million net
cash flow used in investment activities during this period.
Cash provided from operations for the three months ended March 31, 1995 was
$12.7 million compared to $9.8 million for the same period in 1994. This 30%
increase was primarily due to an increase in the change in short-term liquid
investments of $5.2 million which was partially offset by a decrease in net
income of $2.8 million. The Company expended approximately $8.6 million for
additions to properties and equipment in the first three months of 1995
compared to $8.3 million for the same period in 1994. Working capital for the
first three months of 1995 decreased by $2.9 million.
Traditionally, the Company has budgeted its exploration and development
expenditures for each year based on cash to be provided from operating
activities. In 1995, the Company intends to direct its internally generated
cash toward growing the Company's domestic asset base while directing a portion
of its balance sheet cash (cash and cash equivalents and short-term liquid
investments) toward international opportunities.
The Russian, Egyptian and the Ivory Coast activities are currently the
primary focus of the Company's international operations. The Company's 1995
budget includes capital expenditures for Russia, Egypt and the Ivory Coast
which are projected to be approximately $22 million. The Company intends to
fund the Russian expenditures primarily from internally generated cash flow,
the Egyptian expenditures from balance sheet cash and the Ivory Coast
expenditures through project financing. In addition, the Company is currently
negotiating a $35 million unsecured line of credit.
7
<PAGE> 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings:
None.
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:
a) Exhibits
Exhibit No. 27 - Financial Data Schedule
b) Reports on Form 8-K
None.
8
<PAGE> 11
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.
GLOBAL NATURAL RESOURCES INC.
(Registrant)
Date: May 12, 1995 /s/ Eric Lynn Hill
--------------------------
Eric Lynn Hill
Vice President-Finance
and Secretary
9
<PAGE> 12
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 7,170
<SECURITIES> 20,563
<RECEIVABLES> 14,662
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 46,847
<PP&E> 157,964
<DEPRECIATION> 63,006
<TOTAL-ASSETS> 150,365
<CURRENT-LIABILITIES> 23,440
<BONDS> 18,523
<COMMON> 33,338
0
0
<OTHER-SE> 73,750
<TOTAL-LIABILITY-AND-EQUITY> 150,365
<SALES> 18,580
<TOTAL-REVENUES> 18,721
<CGS> 4,048
<TOTAL-COSTS> 17,358
<OTHER-EXPENSES> 52
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52
<INCOME-PRETAX> 1,801
<INCOME-TAX> 2,535
<INCOME-CONTINUING> (734)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (734)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
