<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997
COMMISSION FILE NO. 1-9158
------------------------
MAI SYSTEMS CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as Specified in its Charter)
DELAWARE 22-2554549
- ------------------------------- ----------------------
(State of Incorporation) (I.R.S. Employer
Identification Number)
9601 Jeronimo Road
Irvine, California 92618
- --------------------------------------------------------------------------------
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (714) 598-6000
--------------
-------------------------------
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
--- ---
As of August 11, 1997, 8,714,685 shares of the registrant's Common Stock, $0.01
par value, were outstanding.
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<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MAI Systems Corporation
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
December 31, June 30,
1996 1997
------------ ----------
(dollars in thousands)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,857 $ 2,913
Receivables, less allowance for doubtful accounts
of $2,578 in 1996 and $3,836 in 1997 11,407 21,009
Inventories 3,321 2,961
Prepaids and other current assets 1,938 3,147
--------- ---------
Total current assets 20,523 30,030
Furniture, fixtures and equipment, net 4,065 4,278
Intangibles 6,804 13,297
Other assets 1,461 1,842
--------- ---------
Total assets $ 32,853 $ 49,447
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 1,394 $ 924
Accounts payable 6,852 6,089
Customer deposits 1,763 2,384
Accrued liabilities 7,312 7,360
Income taxes payable 462 469
Unearned revenue 11,010 19,545
--------- ---------
Total current liabilities 28,793 36,771
Long-term debt 485 7,949
Other liabilities 1,517 1,045
--------- ---------
Total liabilities 30,795 45,765
--------- ---------
Stockholders' equity:
Common stock, par value $0.01 per share, authorized
25,000,000 shares, 8,292,935 and 9,203,537
shares issuable 88 96
Additional paid-in capital 212,351 217,355
Cumulative translation adjustment 100 48
Accumulated deficit (210,481) (213,817)
--------- ---------
Total stockholders' equity 2,058 3,682
--------- ---------
Subsequent event
Total liabilities and stockholders' equity $ 32,853 $ 49,447
========= =========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements
2
<PAGE> 3
MAI Systems Corporation
Condensed Consolidated Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
--------------------- ----------------------
1996 1997 1996 1997
-------- -------- -------- ---------
(dollars in thousands, (dollars in thousands,
except per share data) except per share data)
<S> <C> <C> <C> <C>
Revenue
Software, networks and professional services:
Software sales $ 1,415 $ 1,363 $ 2,155 $ 2,943
Network and computer equipment 3,110 3,469 6,467 6,409
Professional services 2,582 7,728 4,952 14,852
-------- -------- -------- --------
7,107 12,560 13,574 24,204
Legacy revenue 7,927 5,853 16,191 11,033
-------- -------- -------- --------
Total revenue 15,034 18,413 29,765 35,237
Direct costs 8,746 12,226 18,390 23,007
-------- -------- -------- --------
Gross profit 6,288 6,187 11,375 12,230
Selling, general and administrative expenses 3,715 6,156 6,478 11,702
Research and development costs 302 1,479 989 2,685
Amortization of intangibles -- 508 -- 824
Other operating income (7,294) (190) (7,294) (125)
-------- -------- -------- --------
Operating income (loss) 9,565 (1,766) 11,202 (2,856)
Minority interest in consolidated subsidiary -- -- 165 --
Interest income -- 34 -- 55
Interest expense (53) (399) (95) (535)
-------- -------- -------- --------
Income (loss) before income taxes 9,512 (2,131) 11,272 (3,336)
Provision for income taxes -- -- -- --
-------- -------- -------- --------
Net income (loss) $ 9,512 $ (2,131) $ 11,272 $ (3,336)
======== ======== ======== ========
Primary income (loss) per share of common stock $ 1.39 $ (0.23) $ 1.34 $ (0.37)
======== ======== ======== ========
Fully diluted income (loss) per share of
common stock $ 1.39 $ (0.23) $ 1.33 $ (0.37)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
3
<PAGE> 4
MAI Systems Corporation
Condensed Consolidated Statements of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
June 30,
------------------------
1996 1997
-------- ---------
(dollars in thousands)
<S> <C> <C>
Net cash provided by (used in) operating activities $ 8,216 $ (4,651)
-------- --------
Cash flows from investing activities:
Capital expenditures (651) (743)
Purchase of businesses -- (6,102)
-------- --------
Net cash used in investing activities (651) (6,845)
-------- --------
Cash flows from financing activities:
Short-term borrowings, net -- 2,114
Payments received on notes receivable -- 152
Proceeds from issuance of common stock, net -- 2,300
Proceeds from issuance of subordinated notes payable -- 6,000
Increase in note receivables, net (458) (25)
Repayments of term and other long-term debt (516) (93)
Proceeds from the exercise of stock options 43 123
-------- --------
Net cash (used in) provided by financing activities (931) 10,571
-------- --------
Effect of exchange rate changes on cash
and cash equivalents (56) (19)
-------- --------
Net change in cash and cash equivalents 6,578 (944)
-------- --------
Cash and cash equivalents at beginning of period 4,086 3,857
-------- --------
Cash and cash equivalents at end of period $ 10,664 $ 2,913
======== ========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
<PAGE> 5
MAI Systems Corporation
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 1997
(Unaudited)
1. BASIS OF PRESENTATION
Companies for which this report is filed are MAI Systems Corporation
and its wholly-owned subsidiaries (the "Company"). The information
contained herein is unaudited, but gives effect to all adjustments
(which are normal recurring accruals) necessary, in the opinion of
Company management, to present fairly the condensed consolidated
financial statements for the interim period. All significant
intercompany transactions and accounts have been eliminated in
consolidation.
2. INVENTORIES
Inventories are summarized as follows:
<TABLE>
<CAPTION>
December 31, June 30,
1996 1997
----------- -------
(dollars in thousands)
<S> <C> <C>
Finished goods $2,277 $1,967
Replacement parts 1,044 994
------ ------
$3,321 $2,961
====== ======
</TABLE>
3. PLAN OF REORGANIZATION
In 1993, the Company emerged from a voluntary proceeding under the
bankruptcy protection laws. Notwithstanding the confirmation and
effectiveness of its Plan of Reorganization (the "Plan"), the
Bankruptcy Court continues to have jurisdiction to resolve disputed
pre-petition claims against the Company to resolve matters related to
the assumptions, assignment or rejection of executory contracts
pursuant to the Plan and to resolve other matters that may arise in
connection with the implementation of the Plan.
Shares of Common Stock are currently being distributed by the Company
to its former creditors. As of August 14, 1997, 6,755,751 shares of
Common Stock had been issued pursuant to the Plan and were outstanding.
The Company estimates that approximately 6,820,338 shares will be
issued to creditors.
4. BUSINESS ACQUISITIONS
CIMPRO:
On March 6, 1997, the Company acquired substantially all the assets and
assumed certain liabilities of CIMPRO, which develops and markets
process manufacturing software, for $5,900,000 in cash. To finance the
acquisition of CIMPRO, the Company sold 400,000 shares of its Common
Stock in a private placement for $6.50 per share and issued $6,000,000
of 11% subordinated notes payable due in 2004 to an investment fund
managed by Canyon Capital Management LP ("Canyon"). Interest on the
subordinated notes is payable semi-annually commencing September 3,
1997.
Associated with the stock issuance, the Company incurred $300,000 of
issuance costs which are included in additional paid-in capital in the
accompanying condensed consolidated balance sheet as of June 30, 1997.
5
<PAGE> 6
The acquisition of CIMPRO has been accounted for using the purchase
method of accounting. A preliminary allocation of the purchase price is
as follows:
<TABLE>
<CAPTION>
Allocation of
Purchase Price
--------------
(in thousands)
<S> <C>
Current assets $ 2,011
Property, plant and equipment 400
Intangibles 6,338
Current liabilities (2,263)
Long-term liabilities (586)
-------
$ 5,900
=======
</TABLE>
Intangible assets are being amortized on a straight-line basis over the
expected periods to be benefited of five to seven years.
GAMING SYSTEMS INTERNATIONAL:
In March 1997, the Company acquired options to purchase 3.5% of Gaming
Systems International ("GSI") Common Stock from two individuals in
exchange for 14,930 shares of the Company's Common Stock valued at
$104,500 and notes payable of $104,500. The transaction resulted in an
increase in goodwill of $209,000.
5. STOCK WARRANTS
Warrants to purchase 750,000 shares of the Company's Common Stock at $8
per share were issued in connection with the issuance of the 11%
subordinated debt. These warrants are exercisable and callable (by the
Company) under certain circumstances at any time within seven years and
the 11% subordinated notes may be used to exercise the warrants. The
Company recorded an original issue discount of $1,027,000 which
represents the fair value of the warrants at the time of issuance. The
fair value of the warrants was recorded in connection with the issuance
of the warrants and is reflected as a reduction in the face value of
the subordinated notes.
6. INCOME (LOSS) PER SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share". SFAS No. 128 specifies new standards designed to improve
the earnings per share ("EPS") information provided in financial
statements by simplifying the existing computational guidelines,
revising the disclosure requirements and increasing the comparability
of EPS data on an international basis. Some of the changes made to
simplify the EPS computations include: (a) eliminating the presentation
of primary EPS and replacing it with basic EPS, with the principal
difference being that the common stock equivalents are not considered
in computing basic EPS, (b) eliminating the modified treasury stock
method and the three percent materiality provision and (c) revising the
contingent share provisions and the supplemental EPS data requirements.
SFAS No. 128 also makes a number of changes to existing disclosure
requirements. SFAS No. 128 is effective for financial statements issued
for periods ending after December 15, 1997, including interim periods.
Accordingly, the financial statements for the Company's fourth quarter
ending December 31, 1997, will include a restatement of historical
income (loss) per share to conform to the requirements of SFAS No. 128.
The effects of this change are not expected to have a material effect
on income (loss) per common share.
Primary and fully diluted income (loss) per share for 1996 and 1997,
are computed using 6,867,752 and 9,187,400 shares of Common Stock,
respectively for the three months ended June 30, and 7,356,250 and
8,891,404 shares of Common Stock, respectively for the six months ended
June 30. These share amounts represent shares of Common Stock (adjusted
for stock split in August 1995) expected to be issued in accordance
with the Plan of Reorganization and the weighted average number of
shares and equivalent shares of common stock outstanding during the
period. Common stock equivalents consist of dilutive outstanding stock
options and warrants and are calculated using the treasury stock
method. Common Stock equivalents are not included in the 1997,
calculation as they would be anti-dilutive.
6
<PAGE> 7
7. SUBSEQUENT EVENT
In July 1997, the Company received a preliminary arbitration decision
regarding the purchase price of assets and assumed liabilities acquired
from Hotel Information Systems, Inc. in August 1996. The preliminary
decision requires a reduction to the purchase price of approximately
$931,000. The final purchase price reduction amount rendered by the
arbitrator will reduce recorded goodwill.
7
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 1997, working capital increased by $1,529,000 from a deficit of
$8,270,000 at December 31, 1996, to a deficit of $6,741,000. Excluding unearned
revenue (which will not give rise to cash disbursements) of $19,545,000, the
Company's working capital is $12,804,000 or a ratio of current assets to current
liabilities of 1.74 to 1.0. The comparable ratio at December 31, 1996, was 1.15
to 1.0. The Company's working capital position has improved due to the issuance
of common stock, and greater sales of software, networking, and computer
equipment offsetting an increase in operating expenses due to acquisition and
product development.
Cash and cash equivalents were $2,913,000 at June 30, 1997, as compared to
$3,857,000 at December 31, 1996. The Company continues to have a $4,000,000
secured revolving credit facility. The availability of this line of credit is
based on a calculation reflecting the age and nature of certain accounts
receivable. At June 30, 1997, approximately $2,114,000 was drawn down under this
facility.
Net cash used for investing activities in the six months ended June 30, 1997,
totaled $6,845,000. Capital expenditures comprised $743,000, while the
acquisition of CIMPRO and the acquisition of options to purchase 3.5% of GSI
accounted for $6,102,000.
Net cash provided by financing activities included $6,000,000 from the issuance
of 11% subordinated notes payable due in 2004 in connection with the CIMPRO
acquisition. The Company's working capital was increased by the issuance of
400,000 shares of $0.01 par value common stock ("Common Stock") totaling
$2,300,000, net of issuance costs of $300,000, and the increased utilization of
the revolving credit facility of $2,114,000.
Stockholders' equity changed to $1,624,000 at June 30, 1997, from $2,058,000 at
December 31, 1996, principally due to the issuance of Common Stock totaling
$2,300,000, net of issuance costs, and the net loss for the six-months ended
June 30, 1997, of $3,336,000.
The Company believes it will continue to have sufficient cash available to fund
its operating and capital requirements through 1997.
RESULTS OF OPERATIONS
Three Months Ended June 30, 1996 Compared to Three Months Ended June 30, 1997
<TABLE>
<CAPTION>
Three months ended Percentage Three months ended Percentage
June 30, 1996 of Revenue June 30, 1997 of Revenue
------------------ ---------- ------------------ ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Revenue $15,034 100.0% $18,413 100.0%
Gross profit 6,288 41.8% 6,187 33.6%
Selling, general and
administrative expenses 3,715 24.7% 6,156 33.4%
Research and development costs 302 2.0% 1,479 8.0%
Amortization of intangibles - 508 2.8%
Other operating (income) expense (7,294) (48.5%) (190) 1.0%
</TABLE>
Revenues for the three months ended June 30, 1996, were $15,034,000 compared to
$18,413,000 (a 22.5% increase) for the comparable period of 1997. The $3,379,000
increase is net of an anticipated decline in the Company's legacy revenues of
$2,074,000 or 26%. Non-legacy revenues increased by $5,453,000 or 77%.
8
<PAGE> 9
Gross profit for the three months ended June 30, 1996, was $6,288,000 compared
to $6,187,000 for the comparable period of 1997. The decrease in the gross
profit percentage from 41.8% in the three months ended June 30, 1996, to 33.6%
for the comparable period for 1997, reflects decreased profit margins for both
the legacy business and for the Company's sales of lower-margin third-party
products.
Selling, general and administrative expenses ("SG&A") increased from $3,715,000
for the three months ended June 30, 1996, to $6,156,000 for the comparable
period of 1997. The increase is principally attributable to increased marketing
efforts and a larger salesforce, which resulted in increased software, networks,
and professional services revenues in the three months ended June 30, 1997,
compared to the comparable period of 1996.
Research and development costs were $302,000 for the three months ended June 30,
1996, compared to $1,479,000 for the comparable period of 1997. The increase is
attributable to the capitalization of certain software development costs which
qualify for capitalization as product enhancement costs in the three months
ended June 30, 1996, whereas all development costs were expensed in the
comparable period in 1997, and an increased level of development activity in
both the Company's hospitality and manufacturing products.
Other operating income for the three months ended June 30, 1996, related to a
settlement (net of expenses) of a claim relating to the disposition of certain
subsidiaries in 1993. In the three months ended June 30, 1997, other operating
income was principally from foreign exchange gains and collections made on
non-U.S. accounts receivable previously written off.
The amortization of intangibles of $508,000 for the three months ended June 30,
1997 was due to the acquisitions of HIS, CIMPRO, and the minority ownership of
Gaming Systems International. There was no comparable amortization expense
during the second quarter of 1996.
Six Months Ended June 30, 1996 Compared to Six Months Ended June 30, 1997
<TABLE>
<CAPTION>
Six months ended Percentage Six months ended Percentage
June 30, 1996 of Revenue June 30, 1997 of Revenue
---------------- ---------- ---------------- ----------
(dollars in thousands)
<S> <C> <C> <C> <C>
Revenue $29,765 100.0% 35,237 100.0%
Gross profit 11,375 38.2% 12,230 34.7%
Selling, general and
administrative expenses 6,478 21.8% 11,702 33.2%
Research and development costs 989 3.3% 2,685 7.6%
Amortization of intangibles - - 824 2.3%
Other operating (income) expense (7,294) (24.5%) (125) (0.03%)
Minority interest (165) (0.6%) - -
</TABLE>
Revenues for the six months ended June 30, 1996, were $29,765,000 compared to
$35,237,000 for the comparable period of 1997. The increase in revenues of
$5,472,000 is net of an anticipated decline in legacy revenues of $5,158,000 or
31.9%. Non-legacy revenues increased by $10,630,000 or 78.3%.
Gross profit for the six months ended June 30, 1996, was $11,375,000 compared to
$12,230,000 for the comparable period for 1997. The decrease in the gross profit
percentage from 38.2% in the six months ended June 30, 1996, to 34.7% for the
comparable period for 1997, reflects decreased profit margins from the Company's
sales of lower-margin third-party products and from legacy revenues. For
strategic reasons, legacy services were outsourced to Olivetti North America and
Olivetti Canada, Ltd., in December 1996.
9
<PAGE> 10
Selling, general and administrative expenses increased from $6,478,000 or 21.8%
of revenues in the six months ended June 30, 1996, to $11,702,000 or 33.2% of
revenues in the comparable period of 1997. The increase is attributable to
increased marketing efforts and a larger salesforce, which resulted in increased
software, networks, and professional services revenues in the six months ended
June 30, 1997, compared to the comparable period of 1996. In addition, SG&A
increased due to residual integration costs associated with the August 1996
acquisition of Hotel Information Systems and the integration costs associated
with the March 1997 acquisition of CIMPRO. Higher facilities costs in connection
with the combination of Irvine, California operations into a single building
(which will lower future costs) and higher telecommunications costs, due to
increased traffic from HIS and CIMPRO, also contributed to increased SG&A
expenses.
Research and development costs increased from $989,000 or 3.3% of revenues for
the six months ended June 30, 1996, to $2,685,000 or 7.6% of revenues for the
comparable period in 1997, due to a significantly larger set of product
development and sustaining engineering activities. The acquisitions of the HIS &
CIMPRO product lines, together with obtaining exclusive world-wide rights to the
Lodging Touch International software product, have resulted in increased expense
in the development and sustaining of these products.
Other operating income for the six months ended June 30, 1996, was from the
settlement (net of expenses) of a claim relating to the disposition of certain
subsidiaries in 1993. In the six months ended June 30, 1997, other operating
income was principally from foreign exchange gains and collections made on
non-U.S. receivables previously written off.
The amortization of intangibles of $824,000 for the six months ended June 30,
1997 is related to the acquisitions of HIS, CIMPRO, and the minority ownership
of Gaming Systems International. There was no comparable amortization expense
during the first two quarters of 1996.
10
<PAGE> 11
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As a consequence of the commencement of the Company's bankruptcy
proceedings, the Company has filed objections to a large number of
proofs of claim. Sums determined to be due to claimants, as a result of
settlement or judicial determinations, will be treated under the Plan
of Reorganization as claims and claimants will receive either cash or
shares of common stock in exchange for their claims. The Company does
not believe the outcome of these objections to be material.
Further, the Company instituted several adversary proceedings prior to
the effective date of the Plan of Reorganization. None of those
proceedings involve allegations of material claims against the Company.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) Annual Meeting of Stockholders
The Registrant held its Annual Meeting of Stockholders on May 20, 1997,
at 10:00 a.m. at the Century Plaza & Towers, 2025 Avenue of the Stars,
Los Angeles, California.
(b) Elected Directors of Registrant
The following persons were elected to serve as directors of the
Registrant:
George G. Bayz
Alan A. Gleicher
Richard S. Ressler
Morton O. Schapiro
(c) Items Voted Upon By Stockholders of the Registrant
The following matters were voted upon by the stockholders of the
Registrant. The number of votes cast for, against, and broker
non-votes, (including nominees for the Directors of the Registrant) are
set forth below:
<TABLE>
<CAPTION>
SUBJECT VOTES FOR VOTES AGAINST NON-VOTE
------- --------- ------------- --------
<S> <C> <C> <C>
Approval of amendment to the Company's
Amended and Restated Certificate of
Incorporation. 4,407,511 697,916 83,252
Approval of Amendment to the 1993
Employee Stock Option Plan. 6,462,880 687,062 96,336
Election of Directors: VOTES FOR VOTES WITHHELD
--------- --------------
George G. Bayz 7,118,239 227,521
Alan A. Gleicher 7,116,239 229,521
Richard S. Ressler 7,117,609 228,151
Morton O. Schapiro 7,116,239 229,521
</TABLE>
11
<PAGE> 12
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
None
(b) Reports on Form 8-K.
On March 6, 1997, the registrant filed a report on Form 8-K,
without financial statements, reporting that the Company had
completed the acquisition of the CIMPRO division of Oracle
Corporation's wholly-owned subsidiary Datalogix International,
Inc.
12
<PAGE> 13
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.
MAI SYSTEMS CORPORATION
(Registrant)
Date: August 14, 1997 /s/ Lewis H. Stanton
-------------------------------------
Lewis H. Stanton
Executive Vice President and
Chief Operating and Financial Officer
(Chief Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1,000
<CASH> 2,913
<SECURITIES> 0
<RECEIVABLES> 24,845
<ALLOWANCES> (3,836)
<INVENTORY> 2,961
<CURRENT-ASSETS> 30,030
<PP&E> 14,285
<DEPRECIATION> (10,007)
<TOTAL-ASSETS> 49,447
<CURRENT-LIABILITIES> 36,771
<BONDS> 0
0
0
<COMMON> 96
<OTHER-SE> 3,586
<TOTAL-LIABILITY-AND-EQUITY> 49,447
<SALES> 35,237
<TOTAL-REVENUES> 35,237
<CGS> 23,007
<TOTAL-COSTS> 23,007
<OTHER-EXPENSES> 13,773
<LOSS-PROVISION> 1,258
<INTEREST-EXPENSE> 535
<INCOME-PRETAX> (3,336)
<INCOME-TAX> 0
<INCOME-CONTINUING> (3,336)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,336)
<EPS-PRIMARY> (0.37)
<EPS-DILUTED> (0.37)
</TABLE>
