U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-QSB
(Mark One)
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of
1934
For the quarterly period year ended November 30, 1999
[ ] Transition report under Section 13 or 15(d) of the Exchange Act
For the transition period from to
Commission file number 0-14401
SANDATA, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Delaware 11-2841799
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
26 Harbor Park Drive, Port Washington, NY 11050
(Address of Principal Executive Offices)
516-484-9060
(Issuer's Telephone Number, Including Area Code)
(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
The number of shares outstanding of each of the issuer's classes
of common equity, as of January 12, 2000 was 2,481,478 shares.
Transitional Small Business Disclosure Format (check one):
Yes No X
<PAGE>
INDEX
Page
PART I - FINANCIAL INFORMATION
Item 1 - FINANCIAL STATEMENTS:
CONSOLIDATED CONDENSED BALANCE SHEETS 3
as of November 30, 1999 (unaudited) and May 31, 1999
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS 5
OF OPERATIONS for the three and six months
ended November 30, 1999 and November 30, 1998
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS 6
for the three and six months
ended November 30, 1999 and November 30, 1998
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 7
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 10
PART II - OTHER INFORMATION 13
Item 1 - LEGAL PROCEEDINGS 13
Item 2 - CHANGES IN SECURITIES 13
Item 3 - DEFAULTS UPON SENIOR SECURITIES 13
Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 13
Item 5 - OTHER INFORMATION 13
Item 6 - EXHIBITS AND REPORTS ON FORM 8-K 13
<PAGE>
<TABLE>
SANDATA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<S> <C> <C>
UNAUDITED AUDITED
November 30, May 31,
1999 1999
ASSETS:
CURRENT ASSETS
Cash and cash equivalents $ 727,520 $ 1,533,576
Accounts receivable, net of allowance for doubtful accounts
of $471,000 and $533,000, respectively 2,403,501 2,034,248
Receivables from affiliates 635,361 924,426
Other receivables --- 1,100,000
Inventories 54,940 29,307
Prepaid expenses and other current assets 393,518 485,455
----------- -----------
TOTAL CURRENT ASSETS 4,214,840 6,107,012
FIXED ASSETS, NET 8,178,139 7,169,002
OTHER ASSETS
Notes receivable 135,892 169,608
Cash surrender value of officer's life insurance,
security deposits and other 787,450 775,557
----------- -----------
TOTAL ASSETS $13,316,321 $14,221,179
=========== ===========
See notes to consolidated condensed financial statements
</TABLE>
<PAGE>
<TABLE>
SANDATA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<S> <C> <C>
UNAUDITED AUDITED
November 30, May 31,
1999 1999
LIABILITIES AND SHAREHOLDERS' EQUITY:
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 1,834,956 $ 3,022,395
Current portion of long-term debt --- 2,500,000
Deferred/unearned revenue 400 13,633
Deferred income 353,214 335,385
----------- -----------
TOTAL CURRENT LIABILITIES 2,188,570 5,871,413
LONG TERM DEBT 2,700,000 ---
DEFERRED INCOME 346,327 324,096
DEFERRED INCOME TAXES 535,000 535,000
----------- -----------
TOTAL LIABILITIES 5,769,897 6,730,509
----------- -----------
SHAREHOLDERS' EQUITY
Common stock 2,481 2,481
Additional paid in capital 5,772,079 5,772,079
Retained earnings 3,291,523 3,235,769
Notes receivable-officers (1,519,659) (1,519,659)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 7,546,424 7,490,670
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $13,316,321 $14,221,179
=========== ===========
See notes to consolidated condensed financial statements
</TABLE>
<PAGE>
<TABLE>
SANDATA, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
<S> <C> <C> <C> <C>
THREE MONTHS ENDED SIX MONTHS ENDED
NOVEMBER 30, NOVEMBER 30,
1999 1998 1999 1998
---- ---- ---- ----
REVENUES:
Service fees $4,432,021 $3,335,050 $8,506,145 $6,558,560
Other income 98,604 44,386 186,620 297,714
Interest income 39,929 39,086 80,258 63,484
---------- ---------- ---------- ----------
4,570,554 3,418,522 8,773,023 6,919,758
---------- ---------- ---------- ----------
COSTS AND EXPENSES:
Service Fees:
Operating 2,876,549 1,968,735 5,470,287 4,086,563
Selling, general and administrative 970,951 857,058 1,909,310 1,749,881
Depreciation and amortization 614,172 499,191 1,186,875 938,551
Interest expense 63,932 10,815 112,052 16,545
---------- ---------- ---------- ----------
TOTAL COSTS AND EXPENSES 4,525,604 3,335,799 8,678,524 6,791,540
---------- ---------- ---------- ----------
Earnings from operations before income taxes 44,950 82,723 94,499 128,218
Income tax expense 18,230 32,038 38,745 48,325
---------- ---------- ---------- ----------
NET EARNINGS $ 26,720 $ 50,685 $ 55,754 $ 79,893
========== ========== ========== ==========
BASIC EARNINGS PER SHARE $ .01 $ .02 $ .02 $ .04
---------- ---------- ---------- ----------
DILUTED EARNINGS PER SHARE $ .01 $ .02 $ .02 $ .04
---------- ---------- ---------- ----------
See notes to consolidated condensed financial statements
</TABLE>
<PAGE>
<TABLE>
SANDATA, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW
<S> <C> <C>
SIX MONTHS ENDED
NOVEMBER 30,
1999 1998
Cash flows from operating activities:
Net earnings $ 55,754 $ 79,893
Adjustments to reconcile net earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,186,875 938,551
(Gain) on disposal of fixed assets (219,973) ---
Decrease (increase) in allowance for doubtful accounts receivable (61,831) 18,492
(Decrease) in deferred income (13,233) (97,589)
Increase in deferred revenue 40,060 40,154
Decrease (increase) in operating assets 880,705 (249,422)
(Decrease) in operating liabilities (1,187,439) (496,569)
---------- ----------
Net cash provided by operating activities 680,918 233,510
---------- ----------
Cash flows from investing activities:
Purchases of fixed assets (3,091,039) (2,394,082)
Decreases in receivables from affiliates 289,065 128,439
Proceeds from sale/leaseback transaction 1,115,000 ---
---------- ----------
Net cash (used in) investing activities (1,686,974) (2,265,643)
---------- ----------
Cash flows from financing activities:
Proceeds from stock transactions --- 1,609
Principal payments on term loan --- (22,296)
Proceeds from line of credit 1,800,000 1,800,000
Principal payments on line of credit (1,600,000) (250,000)
---------- ----------
Net cash provided by financing activities 200,000 1,529,313
---------- ----------
(Decrease) in cash and cash equivalents (806,056) (502,820)
Cash and cash equivalents at beginning of period 1,533,576 1,794,947
---------- ----------
Cash and cash equivalents at end of period $ 727,520 $1,292,127
========== ==========
See notes to consolidated condensed financial statements
</TABLE>
<PAGE>
SANDATA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The Consolidated Condensed Balance Sheet as of November 30, 1999, the
Consolidated Condensed Statements of Operations for the three and six month
periods ended November 30, 1999 and 1998 and the Consolidated Condensed
Statement of Cash Flows for the three and six month periods ended November 30,
1999 and 1998 have been prepared by Sandata, Inc. and Subsidiaries (the
"Company") without audit. In the opinion of Management, all adjustments (which
include only normal, recurring adjustments) necessary to present fairly the
financial position as of November 30, 1999 and for all periods presented have
been made.
For information concerning the Company's significant accounting policies,
reference is made to the Company's Annual Report on Form 10-KSB for the year
ended May 31, 1999. Results of Operations for the period ended November 30, 1999
are not necessarily indicative of the operating results expected for the full
year.
2. RELATED PARTY TRANSACTIONS
The Company entered into an agreement in November, 1996 with an affiliate of the
Company's Chairman, the Nassau County Industrial Development Agency ("NCIDA")
and a bank (the "Agreement"). In connection with the Agreement, the affiliate
assumed all of the Company's obligations under a lease with the NCIDA and
entered into a sublease with the Company for its facility. The Company conveyed
to the affiliate the right to become owner of the facility upon expiration of
the lease. In addition, pursuant to a sublease, the Company has assumed certain
obligations owed by the affiliate to the NCIDA under the lease. The affiliate
has indemnified the Company with respect to certain obligations relative to the
lease and the Agreement. The Company made rent payments for its facility
amounting to $170,266 and $340,456 for the three and six months ended November
30, 1999 as compared to $162,090 and $324,180 for the three and six months ended
November 30, 1998.
The Company makes various lease payments to affiliates of the Company's
Chairman. The payments for equipment rental amounted to $98,407 and $196,723 for
the three and six months ended November 30, 1999 as compared to $97,232 and
$190,714 for the three and six months ended November 30, 1998.
The Company derives revenue from National Medical Health Card Systems, Inc.
("Health Card"), a company affiliated with the Company's Chairman of the Board,
for data base and operating system support, hardware leasing, maintenance and
related administrative services. The revenues generated from Health Card
amounted to $482,986 and $927,150 for the three and six months ended November
30, 1999 as compared to $382,185 and $703,251 for the three and six months ended
November 30, 1998.
As of June 1, 1998, Health Card hired 11 employees of the Company in order to
provide development, enhancement, modification and maintenance services,
previously provided by the Company. The Company was paid $208,000 in
consideration of the Company's waiving certain rights relative to such
employees. In addition, the Company leases certain computer equipment to Health
Card at a monthly cost of $2,000 in addition to computer hardware for its data
processing center at a monthly cost of $31,000 pursuant to a verbal agreement.
Medical Arts Office Services, Inc. ("MAOS"), a company which the Company's
Chairman of the Board is the sole shareholder, provided the Company with
accounting, bookkeeping and paralegal services. The payments made by the Company
to MAOS amounted to $74,097 and $133,131 for the three and six months ended
November 30, 1999 as compared to $59,595 and $109,357 for the three and six
months ended November 30, 1998.
3. NET EARNINGS PER COMMON SHARE
In 1997, the Financial Accounting Standards Board issued Standard No. 128 ("SFAS
No. 128"), "Earnings per Share". SFAS No. 128 replaced calculation of primary
and fully diluted earnings per share with basic and diluted earnings per share.
Basic earnings per share has been computed using the weighted average number of
shares of common stock outstanding. Diluted earnings per share has been computed
using the basic weighted average shares of common stock issued plus outstanding
stock options, in accordance with Staff Accounting Bulletin No. 98.
Basic earnings per share are based on the weighted-average number of shares of
common stock outstanding, which were 2,481,476 at November 30, 1999 and
2,264,995 at November 30, 1998. Diluted earnings per share are based on the
weighted-average number of shares of common stock adjusted for the effects of
assumed exercise of options and warrants under the treasury stock method, which
were as follows: 2,481,476 at November 30, 1999 and 2,268,453 at November 30,
1998.
Options to purchase 1,099,698 shares of common stock were outstanding at
November 30, 1999 and were not included in the computation of diluted earnings
per share because the exercise price of the options was greater than the average
market price of the common stock for the respective period.
4. SALE/LEASEBACK TRANSACTION
In October 1999, the Company consummated a Sale/Leaseback of certain fixed
assets (principally computer hardware, software and equipment). The fixed
assets, which had a net book value of approximately $895,000 were sold for
$1,115,000. The resulting gain of approximately $220,000 was recorded as
deferred income and is being recognized over the life of the lease, which is
thirty-six (36) months. Approximately $12,000 of deferred gain was recognized
for the three months ended November 30, 1999. An unaffiliated third party
purchased the residual rights in such lease.
5. STOCKHOLDERS' EQUITY
The Company has stock options outstanding under three stock option plans. As of
November 30, 1999, there were 2,536 options outstanding under an incentive stock
option plan adopted in October 1984 and subsequently amended. Options granted
under this plan were granted at exercise prices not less than fair market value
on the date of grant. Options outstanding under this plan expire in 2001. No
additional options may be granted under this plan.
As of November 30, 1999, there were 590,500 incentive options outstanding under
a stock option plan adopted in January 1995, which provides for both incentive
and nonqualified stock options and reserves 1,000,000 shares of common stock for
grant under the plan. The plan requires that options be granted at exercise
prices not less than the fair market value at the date of grant, over a ten-year
period. All options outstanding under this plan are currently exercisable at
prices ranging from $1.41 to $2.61 per share over a period of five years from
date of grant.
On July 14, 1998, Messrs. Bert E. Brodsky, Hugh Freund, Gary Stoller and Paul J.
Konigsberg, officers and directors of the Company, Gerald Shapiro, a former
director of the Company and Carol Freund, the spouse of Hugh Freund and an
employee of Sandsport Data Services, Inc. ("Sandsport'), the Company's wholly
owned subsidiary, exercised their respective options and warrants to purchase an
aggregate of 921,334 shares of common stock at exercise prices ranging from
$1.38 to $2.61 per share for an aggregate cost of $1,608,861. Payment for such
shares was made to the Company in the amount of $921 representing the par value
of the shares, and a portion in the form of non-recourse promissory notes due in
July 2001, with interest at eight and one-half percent (8-1/2%) per annum,
payable annually, and secured by the number of shares exercised.
In October 1998, the Board of Directors approved an amendment to the Company's
Certificate of Incorporation to increase the number of authorized common shares
from 3,000,000 to 6,000,000.
In October 1998, the Company adopted a stock option plan, reserving 1,000,000
shares of common stock for grant under the plan. Stock options granted under the
plan may be either incentive or non-statutory. As of November 30, 1999, an
aggregate of 412,662 incentive stock options were granted under the plan at an
exercise price of $3.00 and vest over a three-year period. Additionally, as of
November 30, 1999, an aggregate of 20,000 shares of non-statutory stock options
were granted to certain directors of the Company at an exercise price of $3.00.
These options vest immediately and are exercisable over a five-year period.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Revenues were $4,570,554 and $8,773,023 for the three and six months ended
November 30, 1999 as compared to $3,418,522 and $6,919,758 for the three and six
months ended November 30, 1998, increasing $1,152,032 and $1,853,265
respectively.
Service fee revenues were $4,432,021 and $8,506,145 for the three and six months
ended November 30, 1999 as compared to $3,335,050 and $6,558,560 for the three
and six months ended November 30, 1998, increasing $1,096,971 and $1,947,585
respectively. The increases are attributable to revenues derived from
SanTrax(R), SandataNET(R) and Health Card.
Other income was $98,604 and 186,620 for the three and six months ended November
30, 1999 as compared to $44,386 and $297,714 for the three and six months ended
November 30, 1998, increasing $54,218 and decreasing $111,094 respectively. The
decrease is attributable to an amount received in the prior period from Health
Card in connection with its hiring employees of the Company offset by a increase
in income recognized on sales/leaseback transactions.
Expenses Related to Services
Operating expenses were $2,876,549 and $5,470,287 for the three and six months
ended November 30, 1999 as compared to $1,968,735 and $4,086,563 for the three
and six months ended November 30, 1998, increasing $907,814 and $1,383,724
respectively. Costs associated with SanTrax and other product lines, including
payroll and related expenses and equipment rental payments, were the primary
factors for the increases in operating expenses.
Selling, general and administrative expenses were $970,951 and $1,909,310 for
the three and six months ended November 30, 1999, as compared to $857,058 and
$1,749,881 for the three and six months ended November 30, 1998, an increase of
$113,893 and $159,429 respectively. The increases were primarily due to
increases in consulting, payroll and commission expenses relative to expanded
efforts to increase sales in the SanTrax and SandataNET product lines, and
certain royalties payable to MCI Communications Corporation.
Depreciation and amortization expenses were $614,172 and $1,186,875 for the
three and six months ended November 30, 1999 as compared to $499,191 and
$938,551 for the three and six months ended November 30, 1998, an increase of
$114,981 and $248,324 respectively. The increases were primarily attributable to
fixed asset additions, including computer hardware and software capitalization
costs, in connection with ongoing computer system upgrades.
Interest expenses were $63,932 and $112,052 for the three and six months ended
November 30, 1999 as compared to $10,815 and $16,545 for the three and six
months ended November 30, 1998, an increase of $53,117 and $95,507 respectively.
This increase was a result of increased borrowings on the Company's revolving
credit agreement.
Income Tax Expenses
Income tax expenses were $18,230 and $38,745 for the three and six months ended
November 30, 1999 as compared to $32,038 and $48,325 for the three and six
months ended November 30, 1998, a decrease of $13,808 and $9,580 respectively.
Liquidity and Capital Resources
The Company's working capital increased as of November 30, 1999 to $2,026,270,
as compared with $235,599 at May31, 1999.
For the six months ended November 30, 1999, the Company has spent approximately
$3,091,000 in fixed asset additions, including computer hardware and software
capitalization costs in connection with revenue growth and new product
development. The Company expects the current levels of capital expenditures to
continue.
On July 14, 1998 Messrs. Bert E. Brodsky, Hugh Freund, Gary Stoller and Paul J.
Konigsberg, officers and directors of the Company, Gerald Shapiro, a former
director of the Company, and Carol Freund, the spouse of Hugh Freund and an
employee of Sandsport Data Services, Inc. ("Sandsport"), the Company's wholly
owned subsidiary, exercised their respective options and warrants to purchase an
aggregate of 921,334 shares of common stock at exercise prices ranging from
$1.38 to $2.61 per share for an aggregate cost of $1,608,861. Payment for such
shares was made to the Company in the amount of $921 representing the par value
of the shares, and a portion in the form of non-recourse promissory notes due in
July 2001, with interest at eight and one-half percent (8-1/2%) per annum,
payable annually, and secured by the number of shares exercised.
On April 18, 1997, the Company's wholly owned subsidiary, Sandsport, entered
into a revolving credit agreement (the "Credit Agreement") with a bank (the
"Bank") which allows Sandsport to borrow and re-borrow amounts up to $3,000,000.
Interest accrues on amounts outstanding under the Credit Agreement at a rate
equal to the London Interbank Offered Rate plus 2% and will be paid quarterly in
arrears or, at Sandsport's option, interest may accrue at the Bank's prime rate.
The Credit Agreement required Sandsport to pay a commitment fee in the amount of
$30,000 and a fee equal to 1/4% per annum payable on the unused average daily
balance of amounts under the Credit Agreement. In addition, there are other fees
and charges imposed based upon Sandsport's failure to maintain certain minimum
balances. The Credit Agreement will expire on March 1, 2000. The Bank has
approved an increase in the Credit Agreement to $4,500,000 and extended the term
an additional three years. The Company recorded the debt as a long term
liability at November 30, 1999 as a result of the Bank extending the repayment
date of the Credit Agreement. The indebtedness under the Credit Agreement is
guaranteed by the Company and Sandsport's sister subsidiaries (the "Group"). The
collateral for the facility is a first lien on all equipment owned by members of
the Group, as well as a collateral assignment of $2,000,000 of life insurance
payable on the life of the Company's Chairman. All of the Group's assets are
pledged to the Bank as collateral for the amounts due under the Credit
Agreement. The Group's guaranty to the Bank was modified to conform covenants to
comply with those in the Credit Agreement.
In addition, pursuant to the Credit Agreement, the Group is required to maintain
certain levels of net worth and meet certain financial ratios in addition to
various other affirmative and negative covenants. The Group has, in the past,
failed to meet these net worth and financial ratios, and the Bank has granted
the Group waivers. As of November 30, 1999, the outstanding balance on the
Credit Agreement with the Bank was $2,700,000.
As of June 1, 1998, Health Card hired 11 employees of the Company in order to
provide development, enhancement, modification and maintenance services,
previously provided by the Company. The Company was paid $208,000 in
consideration of the Company's waiving certain rights relative to such
employees. In addition, the Company leases certain computer equipment to Health
Card at a monthly cost of $2,000 in addition to computer hardware for its data
processing center at a monthly cost of $31,000 pursuant to a verbal agreement.
The Company believes the results of its continued operations, together with the
available credit line should be adequate to fund presently foreseeable working
capital requirements.
Year 2000
The Company is Year 2000 compliant as a result of its conversion from a Data
General computer platform to a Hewlett Packard Unix System and the upgrade of
the application software.
<PAGE>
SANDATA, INC. AND SUBSIDIARIES
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:
None
Exhibit 27 - Financial Data Schedule (Electronic Filing Only)
<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.
SANDATA, INC.
(Registrant)
Date: January 5, 2000 By: /s/ Bert E. Brodsky
Bert E. Brodsky
Chairman of the Board,
President, Chief Executive Officer,
and Chief Financial Officer
<PAGE>
January 13, 2000
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Re: Sandata, Inc., File No. 0-14401
Dear Sir or Madam,
Transmitted herewith through the EDGAR system is Form 10-QSB for the quarter
ending November 30, 1999 for Sandata, Inc.If you have any questions or comments,
please contact me at (516)484-4400, extension 303.
Very truly yours,
Barbara E. Dale
Paralegal
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
(Replace this text with the legend)
</LEGEND>
<CIK> 0000755465
<NAME> Sandata, Inc.
<MULTIPLIER> 1
<CURRENCY> $
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-31-2000
<PERIOD-START> SEP-01-1999
<PERIOD-END> NOV-30-1999
<EXCHANGE-RATE> 1
<CASH> 727,520
<SECURITIES> 0
<RECEIVABLES> 3,509,906
<ALLOWANCES> 471,044
<INVENTORY> 54,940
<CURRENT-ASSETS> 4,214,840
<PP&E> 17,327,610
<DEPRECIATION> 9,149,471
<TOTAL-ASSETS> 13,316,321
<CURRENT-LIABILITIES> 2,188,570
<BONDS> 0
0
0
<COMMON> 2,481
<OTHER-SE> 4,252,420
<TOTAL-LIABILITY-AND-EQUITY> 13,316,321
<SALES> 4,432,021
<TOTAL-REVENUES> 4,570,554
<CGS> 0
<TOTAL-COSTS> 4,461,672
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 63,932
<INCOME-PRETAX> 44,950
<INCOME-TAX> 18,230
<INCOME-CONTINUING> 26,720
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,720
<EPS-BASIC> .01
<EPS-DILUTED> .01
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