TOTAL AGGREGATE
NUMBER OF PAGES:_16_
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
For Quarter Ended: March 31, 1996
Commission File Number: 0-12985
DELAWARE OTSEGO CORPORATION
- ---------------------------------------------------------------------
NEW YORK 16-0913491
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Railroad Avenue, Cooperstown, New York 13326
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(Address of principal executive offices)
(607) 547-2555
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(Registrant's telephone number, including area code)
No Change
- ---------------------------------------------------------------------
(Former name, former address, and former fiscal year, if changed
from 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 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, $ .125 Par Value 1,744,177
- ------------------------------ ---------------------------------
(Title of Class) Outstanding at March 31, 1996
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<PAGE>
INDEX
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DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
--------------------------------------------
Page
PART I. FINANCIAL INFORMATION
- -------------------------------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - 3
March 31, 1996 and December 31, 1995
Condensed Consolidated Statements of 5
Operations - Three months ended
March 31, 1996 and March 31, 1995
Condensed Consolidated Statements of 6
Cash Flows - Three months ended March 31,
1996 and March 31, 1995
Notes to Condensed Consolidated 7
Financial Statements (Unaudited)
Item 2. Management's Discussion and Analysis 8
of Financial Condition and Results
of Operations
PART II. OTHER INFORMATION 12
- ----------------------------
SIGNATURES 16
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- 2 -
<PAGE>
<TABLE>
Part I - Financial Information
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(THOUSANDS)
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<CAPTION>
------------ ------------
Mar 31, 1996
(Unaudited) Dec 31. 1995
------------ ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 1,222 $ 1,213
Accounts receivable 5,658 5,406
Reimbursable construction costs 458 1,212
Materials and supplies 827 742
Deferred income taxes 332 332
Prepaid expenses 1,186 698
Other current assets 327 665
-------- --------
TOTAL CURRENT ASSETS 10,010 10,268
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment 93,339 92,401
Less accumulated depreciation
and amortization (30,465) (29,414)
-------- --------
TOTAL PROPERTY, PLANT
AND EQUIPMENT 62,874 62,987
OTHER ASSETS
Other assets 1,710 1,523
Investment in Affiliate 2,189 -
-------- --------
TOTAL OTHER ASSETS 3,899 1,523
-------- --------
TOTAL ASSETS $ 76,783 $ 74,778
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE>
<TABLE>
Part I - Financial Information
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(THOUSANDS)
- ---------------------------------------------------------------------------
<CAPTION>
------------ ------------
Mar 31, 1996
(Unaudited) Dec 31, 1995
------------ ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable to bank $ 3,300 $ 2,100
Accounts payable 9,367 10,400
Accrued and other current liabilities 2,676 1,977
Current maturities of long-term debt 1,352 1,075
-------- --------
TOTAL CURRENT LIABILITIES 16,695 15,552
LONG-TERM LIABILITIES
Long-term debt 13,204 12,802
Deferred income tax 10,155 10,398
SUBORDINATED NOTES
6.5% Convertible subordinated notes 3,580 3,580
-------- --------
TOTAL LONG-TERM LIABILITIES 26,939 26,780
-------- --------
TOTAL LIABILITIES 43,634 42,332
STOCKHOLDERS' EQUITY
Common stock and additional
paid-in capital 5,478 4,231
Contributed capital 18,451 18,021
Retained earnings 9,220 10,194
-------- --------
TOTAL STOCKHOLDERS' EQUITY 33,149 32,446
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 76,783 $ 74,778
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE>
<TABLE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Unaudited
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
- ---------------------------------------------------------------------------
<CAPTION>
----------------------------
THREE MONTHS ENDED
----------------------------
Mar 31, 1996 Mar 31, 1995
------------ ------------
<S> <C> <C>
OPERATING REVENUES
Railway operating revenues $ 7,303 $ 7,213
Other operating revenues 376 642
-------- --------
TOTAL OPERATING REVENUES 7,679 7,855
OPERATING EXPENSES
Maintenance, transportation
and car hire 6,517 6,300
Depreciation and amortization 1,127 1,014
General, administrative and other 1,047 1,140
-------- --------
TOTAL OPERATING EXPENSES 8,691 8,454
-------- --------
LOSS FROM OPERATIONS (1,012) (599)
OTHER INCOME (EXPENSE)
Interest expense, net (391) (320)
Gain on sale of property,
equipment and other 19 40
-------- --------
OTHER EXPENSE, NET (372) (280)
Loss before income taxes (1,384) (879)
Provision for income tax benefit 471 270
-------- --------
LOSS BEFORE EQUITY INTEREST
IN LOSS OF AFFILIATE (913) (609)
EQUITY INTEREST IN LOSS OF AFFILIATE (61) -
-------- --------
NET LOSS $ (974) $ (609)
======== ========
Loss per Share ($0.57) ($0.38)
======== ========
Weighted Average Shares Outstanding 1,700 1,613
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE>
<TABLE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
(THOUSANDS)
- -----------------------------------------------------------------------------
<CAPTION>
--------------------------
THREE MONTHS ENDED
--------------------------
Mar 31, 1996 Mar 31, 1995
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net loss $ (974) $ (609)
Adjustments to reconcile net loss to net cash (used)
provided by operating activities:
Depreciation and amortization 1,127 1,014
Provision for losses on accounts receivable - (10)
Provision for deferred income taxes (464) (306)
Gain on sale of fixed assets (22) (43)
Equity interest in loss of affiliate 61
Amortization of deferred income - (2)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (252) 678
Decrease in materials, supplies, prepaids and other
current assets 519 14
(Decrease) increase in accounts payable and
accrued expenses (334) 411
Decrease in other assets (195) (14)
--------- ---------
Net Cash (Used) Provided by Operating Activities (534) 1,133
INVESTING ACTIVITIES
Additions to property, plant and equipment (1,000) (1,651)
Investment in affiliate (2,000) -
Acquisition of intangible assets - (23)
Proceeds and deposits from sale of assets and
easement 24 39
Contributed capital 651 1,037
--------- ---------
Net Cash Used by Investing Activities (2,325) (598)
FINANCING ACTIVITIES
Increase (decrease) in notes payable 1,200 (400)
Proceeds from long-term borrowings 1,000 110
Principal payments on long-term debt (321) (276)
Proceeds from other borrowings - 63
Issuance of common stock 997 -
Dividends paid (8) (7)
--------- ---------
Net Cash Provided (Used) by Financing Activities 2,868 (510)
INCREASE IN CASH AND CASH EQUIVALENTS 9 25
Cash and cash equivalents at beginning of year 1,213 1,308
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,222 $ 1,333
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE>
DELAWARE OTSEGO CORPORATION AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
- ----------------------------------------------------------------
1. 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 Rule
10-01 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.
2. The results of operations for the three months ended March 31,
1996, are not necessarily indicative of the results to be
expected for the year ended December 31, 1996, due to certain
freight revenues subject to seasonal variations. 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 year ended December 31, 1995.
3. Earnings per common share have been adjusted retroactively to
reflect a 5% stock dividend declared January 26, 1996.
4. Certain prior year data has been reclassified to conform to
the 1996 presentation.
5. Investment in affiliate on the consolidated balance sheet and
equity interest in loss of affiliate on the consolidated
statement of operations reflects the Company's acquisition of
a 40% interest in The Toledo, Peoria and Western Railroad
Corporation on January 31, 1996. The investment is accounted
for under Accounting Principles Board Opinion No. 18, The
Equity Method of Accounting for Investments in Common Stock.
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<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (THOUSANDS)
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RECENT ACQUISITION
- ------------------
On January 31, 1996, the Company completed the purchase of a 40%
interest in The Toledo, Peoria and Western Railroad Corporation
("TP&W") for consideration totalling $2.25 million, including 125,000
shares of the Company's common stock. The non-stock portion of the
consideration for the acquisition was funded through a $1 million
loan. Additionally, the Company issued warrants to purchase 60,000
common shares to another party involved in the transaction. The
exercise price of each warrant is $9.53 per share, after giving effect
to the 5% stock dividend declared January 26, 1996. The Company will
perform administrative services for the TP&W which will have a positive
impact on general and administrative expenses for 1996 and beyond.
At December 31, 1995, the Company had incurred $592 of advances related
to the purchase which were recorded in other current assets. The $592
was reimbursed at closing on January 31, 1996. The investment is
accounted for under the provisions of APB 18, The Equity Method of
Accounting for Investments in Common Stock.
The following Management's Discussion and Analysis of Financial
Condition and Results of Operations relates to the continuing
operations of the Company.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company's cash and cash equivalents at March 31, 1996, totaled
$1,222. Cash generated from operations, sales of property,
additional debt and contributed capital are the Company's principal
sources of liquidity and are used primarily for capital expenditures,
debt service, and working capital requirements.
At March 31, 1996, the Company's working capital deficit was $6,685,
compared to $5,284 at December 31, 1995, resulting in a working
capital ratio of 60.0% compared to 66.0% at December 31, 1995. Total
long-term liabilities at March 31, 1996 were $26,939. Long-term debt
(exclusive of current maturities) including convertible subordinated
notes, as a percentage of equity at March 31, 1996, was 50.6%
compared to 50.5% at December 31, 1995, and total capitalization
(long-term debt, convertible subordinated notes and equity) was
$49,933 compared to $48,828 at December 31, 1995.
At March 31, 1996, notes payable consist of a secured advance under
a $5 million line of credit with Manufacturers and Traders Trust
- 8 -
<PAGE>
Company. Interest on these borrowings is at prime plus 1%. Prime
at March 31, 1996 was 8.25%. Available borrowings are based on and
secured by eligible accounts receivable. At March 31, 1996, eligible
accounts receivable were $3.5 million and borrowings on the line were
$3.3 million.
The Company may borrow up to $500 from an equipment line of credit
with Key Bank of New York which expires on April 30, 1997. At March
31, 1996, the Company had not drawn down on the line. The interest
rate is the lender's base rate plus three quarters percent (3/4%.)
The line expires on April 30, 1997.
In the three month period ended March 31, 1996, additions to
property, plant and equipment were $1,000 of which $651 or 65.1% was
funded by grants from the New York and New Jersey Departments of
Transportation. The balance was provided by additional debt. Based
upon the availability of funds, the Company's capital spending program
for the balance of 1996 is anticipated to be approximately $13 million,
of which $8 million is for railway projects. The balance is for acquisition
of land, terminal upgrades and technological advances. It is anticipated
that funding for the capital program for the balance of 1996 will be met
by grants from participating state governments, available funds from
the lines of credit, cash generated by operations, additional long-
term debt and proceeds from sales of non-operating assets. The
Company believes it has adequate working capital to fund existing and
anticipated operations for at least the next twelve months.
As was reported in the December 31, 1995 Annual Report on Form 10-K,
the Company entered into a contract to sell certain parcels of
railroad property of a non-operating Company subsidiary for $500,
which is anticipated to close during 1996. The carrying amount is
estimated at $110. A portion of the purchase price is subject to the
buyers obtaining government funding. The proceeds will be used for
working capital purposes.
RESULTS OF OPERATIONS
- ---------------------
The Company relies on, and its ability to compete is dependent upon
its rail connections with CP and with Conrail for a substantial
portion of its rail traffic. Changes in the operations of either of
these carriers could have a material adverse impact on the Company.
The Company has two major customers that provided approximately 71%
and 69% of the Company's railroad volume for the three month period
ended March 31, 1996 and 1995, respectively, amounting to $5,467 and
$5,428, for the respective periods. The loss of either customer would
have a material adverse effect on the company's results of
operations.
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<PAGE>
Railway operating revenues, consisting of intermodal, carload and
other railway operating revenues, in the aggregate improved $90 for
the three month period ended March 31, 1996, compared to the
corresponding 1995 period. Intermodal revenues from CSX Intermodal,
Inc. were approximately $4,063, an increase of $443 compared to the
respective 1995 period. Intermodal revenues from Hanjin Shipping
Lines were $1,403, a decline of $404 compared to the same period in
1995, due principally to the impact of soft demand in the domestic
retail market. Th Company cannot ascertain whether this softness is
a trend or an aberration of the seasonal norm.
Carload revenues for the three month period ended March 31, 1996
declined insignificantly compared to the respective three month
period in 1995.
Other railway operating revenues for the three month period ended
March 31, 1996 improved $69 compared to the same period in 1995.
Other operating revenues for the three month period ended March 31,
1996 declined $266 compared to the respective 1995 period, due mostly
to declined rent and construction revenues of $47 and $160
respectively. The decline in construction revenue is due principally
to lesser billable costs for reimbursable state projects.
Maintenance, transportation and car hire expenses in the aggregate
for the three month period ended March 31, 1996 increased $217
compared to the same period in 1995.
Maintenance expenses in the aggregate for the three month period
ended March 31, 1996 were up $263 compared to the respective 1995
period, due principally to severe winter weather in January, 1996
resulting in heavy snow falls and flooding in the Northeast.
Transportation and car hire expenses in the aggregate for the three
month period ended March 31, 1996 declined approximately $46 compared
to the same period in 1995.
Depreciation and amortization expenses for the three month period
ended March 31, 1996 exceeded the respective 1995 period by $113,
due principally to additions to property, plant and equipment.
General, administrative and other expenses for the three month period
ended March 31, 1996 declined $93 compared to the same period in
1995, due to reduced professional fees, and the positive effects of
recovering amounts in excess of incremental expenses for
administrative and clerical support pursuant to an Administrative
Services Agreement between the Company and the TP&W.
As a result of the foregoing, the operating loss for the three month
- 10 -
<PAGE>
period ended March 31, 1996 increased $413 compared to the
corresponding period in 1995. The operating ratio for the three
month period ended March 31, 1996 was 113.2% compared to 107.6% for
the comparable 1995 period.
Interest expense net, comprised of interest expense, (net of
capitalized interest) and interest income, for the three month period
ended March 31, 1996 increased $48 compared to the corresponding 1995
period. Total interest expense for the period ended March 31, 1996
was $410 compared to $361 for the 1995 period, due principally to
interest rate and outstanding debt differentials.
The Company's effective income tax rate on income before income taxes
for the three month period ended March 31, 1996 was 34.0% compared
to 30.7% in the respective 1995 period.
On January 26, 1996, the Company declared a 5% stock dividend payable
to stockholders of record February 17, 1996. The dividend was paid
on March 20, 1996, resulting in the issuance of 82,297 shares of
common stock. All data in the accompanying financial statements and
related notes have been restated to give effect to the dividend.
- 11 -
<PAGE>
PART II
-----------------
OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
- --------------------------------------------------------------
None.
Item 2. Changes in Rights of Security Holders
- --------------------------------------------------------------
None.
Item 3. Defaults on 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:
Filed herewith (-) or
Incorporated by Reference to
----------------------------
3.1 Restated Certificate of Exhibit 3.1 to Registrant's
Incorporation of the Annual Report on Form 10-K
Delaware Otsego Corporation dated December 31, 1991
dated June 1, 1991
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<PAGE>
3.2 By-Laws of DOC dated April 5, Exhibit 3.8 to Registrant's
1988 Annual Report on Form 10-K
dated December 31, 1988
10.1 Employment Agreement between Exhibit 10.1 to Registrant's
DOC and Walter Rich dated Form 10-Q dated June 30, 1995
June 3, 1995
10.2 Direct Loan Agreement between Exhibit 10(g) to Registration
New Jersey Economic Develop- Statement on Form S-1,
ment Authority and NYS&W No. 2-94319
dated August 6, 1982
10.3 Agreement between Conrail Exhibit 10(p) to Registration
and NYS&W dated March 30, Statement on Form S-1,
1982 relating to trackage No. 2-94319
rights over line of Conrail
from Binghamton, New York to
Warwick, New York via
Campbell Hall and Maybrook,
New York
10.4 Financing Agreement between Exhibit 19.11 to Form 10-Q
NYS&W and FRA dated dated November 13, 1986
September 30, 1985
10.5 Agreement Amending Financing Exhibit 19.12 to Form 10-Q
Agreement between FRA and dated November 13, 1986
NYS&W dated July 30, 1986
10.6 Amendment to Direct Loan Exhibit 19.18 to Form 10-Q
Agreement between New Jersey dated November 13, 1986
Economic Development
Authority and NYS&W dated
July 15, 1986
10.7 Amendment to Direct Loan Exhibit 19.19 to Form 10-Q
Agreement between New Jersey dated November 13, 1986
Economic Development
Authority and NYS&W dated
September 2, 1986
- 13 -
<PAGE>
10.8 Amended and Restated Credit Exhibit 10.8 to Form 10-Q
Agreement between Manufac- dated November 11, 1994
turers and Traders Trust
Company and DOC dated
May 27, 1994
10.9 Agreement between NYS&W Exhibit 10.9 to Registrant's
and Brotherhood of Locomotive Annual Report on Form 10-K
Engineers dated March 30, 1994 dated March 27, 1995
10.10 Agreement between NYS&W and Exhibit 10.10 to Registrant's
Brotherhood of Maintenance of Annual Report on Form 10-K
Way Employes dated October 13, dated March 24, 1996
1995
10.11 Modification to Direct Loan Exhibit 10(hh) to Registration
Agreement and Direct Loan Statement on Form S-1,
Promissory Note dated as of No. 2-94319
August 6, 1982 between the
New Jersey Economic Develop-
ment Authority and NYS&W
dated July 17, 1984
10.22 Delaware Otsego Corporation Exhibit B to Definitive
1987 Stock Option Plan Proxy Statement Dated
October 7, 1987
10.23 Delaware Otsego Corporation Exhibit B to Definitive
1993 Stock Option Plan Proxy Statement Dated
May 5, 1993
10.27 Form of Delaware Otsego Exhibit 1 to Registrant's
Corporation 6.5% Convertible Form 8-K dated October 19,
Subordinated Note Due on 1993
September 1, 2003
10.28 Guarantee Commitment between Exhibit 10.28 to Registrant's
the Federal Railroad Adminis- Annual Report on Form 10-K
tration and DOC dated dated March 27, 1995
September 29, 1994
10.29 Warrant Agreement between Exhibit 10.29 to Registrant's
DOC and Creditanstalt Annual Report on Form 10-K
Corporate Finance, Inc. dated dated March 24, 1996
January 31, 1996
- 14 -
<PAGE>
10.30 Deficiency Guarantee among Exhibit 10.30 to Registrant's
DOC and others and Credit- Annual Report on Form 10-K
anstalt Corporate Finance, dated March 24, 1996
Inc. dated January 31, 1996
10.31 Cash Collateral Agreement Exhibit 10.31 to Registrant's
among DOC and others and Annual Report on Form 10-K
Creditanstalt Corporate dated March 24, 1996
Finance, Inc. dated January
31, 1996
11 Computation of Earnings Per -
Share
21 Subsidiaries of Registrant Exhibit 21 to Registrant's
Annual Report on Form 10-K
dated March 24, 1996
b) Reports on Form 8-K:
On Form 8-KA dated January 31, 1996, the Registrant reported
under Item 2 the completion of its acquisition of 40% of the equity of
The Toledo, Peoria and Western Railroad Corporation ("TP&W") and filed,
under Item 7,
(a) the following audited financial statements of Marksman
Corp., a wholly-owned subsidiary of TP&W:
Report of Independent Auditors
Consolidated Balance Sheets as at December 31, 1995
and 1994
Consolidated Statement of Operations and Accumulated
Deficit for the Years Ended December 31, 1995
and 1994
Consolidated Statements of Cash Flows for the Years
Ended December 31, 1995 and 1994
Notes to Consolidated Financial Statements
(b) the following unaudited proforma consolidated financial
statements of the Registrant:
Pro Forma Condensed Balance Sheet as at December 31, 1995
Pro Forma Condensed Statement of Operations for Year
Ended December 31, 1995
Notes to Unaudited Pro Forma Condensed Consolidated
Financial Statements
Consent of KPMG Peat Marwick LLP
- 15 -
<PAGE>
SIGNATURES
- ----------
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
DELAWARE OTSEGO CORPORATION
---------------------------
(Registrant)
Date: May 9, 1996
WALTER G. RICH
---------------------------
Walter G. Rich
President
Chief Executive Officer
WILLIAM B. BLATTER
---------------------------
William B. Blatter
Senior Vice President
Chief Financial Officer
- 16 -
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Mar-31-1996
<PERIOD-TYPE> 3-MOS
<CASH> 1222
<SECURITIES> 0
<RECEIVABLES> 5658
<ALLOWANCES> 0
<INVENTORY> 827
<CURRENT-ASSETS> 10010
<PP&E> 93339
<DEPRECIATION> 30465
<TOTAL-ASSETS> 76783
<CURRENT-LIABILITIES> 16695
<BONDS> 16784
0
0
<COMMON> 217
<OTHER-SE> 32932
<TOTAL-LIABILITY-AND-EQUITY> 76783
<SALES> 7679
<TOTAL-REVENUES> 7679
<CGS> 0
<TOTAL-COSTS> 8691
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 410
<INCOME-PRETAX> (1384)
<INCOME-TAX> (471)
<INCOME-CONTINUING> (913)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (974)
<EPS-PRIMARY> (.57)
<EPS-DILUTED> 0
</TABLE>
