UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to __________________________
Commission file number 1-13806
TRANSMEDIA NETWORK INC.
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 84-6028875
- ------------------------------- -------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11900 BISCAYNE BOULEVARD, MIAMI, FLORIDA 33181
---------------------------------------------------
(Address of principal executive offices) (zip code)
305-892-3300
-------------------------------
(Registrant's telephone number,
including area code)
Indicate by (X) 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 [ ]
The number of shares outstanding of the issuer's Common Stock, $.02 par value,
as of May 12, 1998: 12,870,956
<PAGE>
I N D E X
TRANSMEDIA NETWORK INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION PAGE NO.
Item 1. Financial Statements:
Consolidated Balance Sheets -- 3
March 31, 1998 (unaudited)
and September 30, 1997 (audited)
Consolidated Statements of Income 4,5
Three and six months ended March 31,
1998 and 1997 (unaudited)
Consolidated Statements of Cash Flows -- 6,7
Six months ended March 31,
1998 and 1997 (unaudited)
Notes to Unaudited Consolidated 8-10
Financial Statements
Item 2. Management's Discussion and Analysis 10-12
of Financial Condition and Results of
Operations
PART II. OTHER INFORMATION 12-14
SIGNATURE 14
<PAGE>
<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
March 31, 1998 and September 30, 1997
(in thousands)
MARCH 31, *SEPTEMBER 30,
1998 1997
----------- --------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $13,056 $ 7,223
Restricted cash 1,786 2,166
Accounts receivable, net 2,197 2,260
Rights-to-receive, net
Unrestricted 5,182 5,110
Securitized and owned by Trust 34,937 35,245
Prepaid expenses and other current assets 2,813 2,279
------- -------
Total current assets 59,971 54,283
Securities available for sale, at fair value 2,260 1,988
Equipment held for sale or lease, net 1,058 981
Property and equipment, net 7,227 7,275
Other assets 2,075 1,375
Restricted deposits and investments 1,980 1,980
Excess of cost over net assets acquired and other
intangible assets 5,400 4,803
------- -------
Total assets $79,971 $72,685
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - rights-to-receive $ 4,203 $ 4,768
Accounts payable - other 4,038 3,406
Accrued expenses 772 791
Deferred membership fee income 2,743 3,256
------- -------
Total current liabilities 11,756 12,221
Secured non-recourse notes payable 33,000 33,000
Other long-term liabilities 1,707 2,160
------- -------
Total liabilities 46,463 47,381
------- -------
Commitments -- --
Stockholders' equity:
Preferred stock -- --
Common stock 257 204
Additional paid-in capital 21,415 10,635
Accumulated other comprehensive income 1,227 1,059
Retained earnings 10,609 13,406
------- -------
Total stockholders' equity 33,508 25,304
------- -------
Total liabilities and stockholders'
equity $79,971 $72,685
======= =======
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
* The balance sheet at September 30, 1997 is derived from the registrant's
audited consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME--(CONTINUED)
Three months and six months ended March 31, 1998 and 1997
(unaudited)
(in thousands, except income per share)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
------------------------- -------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Operating revenue:
Sales of rights-to-receive:
Owned by Company $ 1,024 2,664 1,633 21,787
Owned by Trust 23,737 23,809 46,164 27,367
-------- -------- -------- --------
Gross dining sales 24,761 26,473 47,797 49,154
Cost of sales 14,179 15,410 27,170 28,386
Cardmember discounts 5,497 6,056 10,669 11,290
-------- -------- -------- --------
Net revenue from
rights-to-receive 5,085 5,007 9,958 9,478
Membership and renewal fee
income 1,792 1,855 3,822 3,798
Franchise fee income 276 316 609 776
Commission income 119 105 213 208
Processing income 392 -- 739 --
-------- -------- -------- --------
Total operating revenues 7,664 7,283 15,341 14,260
-------- -------- -------- --------
Operating expenses:
Selling, general and
administrative 6,583 6,478 12,922 12,019
Cardmember acquisition and
promotion 1,246 1,076 2,295 2,516
Amended compensation
agreements (note 3) -- -- 3,081 --
-------- -------- -------- --------
Total operating expenses 7,829 7,554 18,298 14,535
-------- -------- -------- --------
Operating loss (165) (271) (2,957) (275)
Other income (expense):
Interest and other income 131 152 262 203
Interest expense and financing
cost (757) (826) (1,491) (1,203)
-------- -------- -------- --------
Loss before income taxes (791) (945) (4,186) (1,275)
Income tax benefit (301) (358) (1,591) (484)
Net loss $ (490) (587) (2,595) (791)
-------- -------- -------- --------
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME--(CONTINUED)
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
------------------------- -------------------------
1998 1997 1998 1997
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Other comprehensive income, net of tax:
Unrealized gain (loss)on available-
for-sale securities 115 (290) 168 (519)
Comprehensive loss $ (375) (877) (2,427) (1,310)
======== ======== ======== ========
Operating loss per common and
common equivalent share:
Basic and Diluted $ (.01) (.03) (.28) (.03)
======== ======== ======== ========
Net loss per common and common
equivalent share:
Basic and Diluted $ (.04) (.06) (.24) (.08)
======== ======== ======== ========
Weighted average number of common
and common equivalent shares
outstanding:
Basic 11,110 10,190 10,669 10,142
======== ======== ======== ========
Diluted 11,172 10,221 10,714 10,206
======== ======== ======== ========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.
5
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended March 31, 1998 and 1997
(in thousands)
(UNAUDITED)
-------------------------
1998 1997
-------- --------
Cash flows from operating activities:
Net loss $ (2,595) (791)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization 1,612 1,112
Amortization of deferred financing cost 142 --
Provision for rights-to-receive losses 1,912 2,121
Deferred income taxes (557) --
Changes in assets and liabilities:
Accounts receivable 63 (371)
Rights-to-receive (1,988) (2,724)
Prepaid expenses and other current
assets (63) (1,428)
Other assets (553) 25
Accounts payable - tax, tip and other 835 (280)
Income taxes receivable (1,229) --
Accrued expenses (20) 37
Deferred membership fee income (513) (990)
-------- --------
Net cash used in operating
activities (2,954) (3,289)
-------- --------
Cash flows from investing activities:
Additions to property and equipment (1,216) (1,996)
Excess of cost over net assets acquired and
intangible assets -- (5,017)
Increase in restricted deposits and
investments -- (990)
-------- --------
Net cash used in investing
activities (1,216) (8,003)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of secured
non-recourse notes -- 31,978
Net repayments on revolving line of credit -- (15,000)
Net proceeds from issuance of common stock 9,825 --
Increase in restricted cash 380 (2,928)
Conversion of warrants and options for
common stock, net of tax benefits -- 153
Dividends paid (202) (201)
-------- --------
Net cash provided by financing
activities 10,003 14,002
-------- --------
(CONTINUED)
6
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
1998 1997
-------- --------
Net increase in cash $ 5,833 2,710
Cash and cash equivalents:
Beginning of year 7,223 3,603
-------- --------
End of year $ 13,056 6,313
======== ========
Supplemental disclosures of cash flow information:
Cash paid (received) during the period for:
Interest $ 1,307 1,061
======== ========
Income taxes $ (3) 978
======== ========
Supplemental schedule of noncash and
investing activities:
Noncash investing and financing activities:
The acquisition of the rights-to-receive and cancellation of the franchise
of East American Trading Company, for 170,000 shares of common stock, was
recorded during the first quarter of fiscal year 1998 as follows:
Fair value of assets acquired:
Rights-to-receive $ 267
Excess of cost over
net assets acquired 740
-----
Equity 1,007
=====
See accompanying notes to unaudited consolidated financial statements.
7
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(1) BASIS OF PRESENTATION
The balance sheet as of September 30, 1997 was derived from the
registrant's audited consolidated financial statements.
The information presented in each of the included unaudited consolidated
financial statements, in the opinion of management, reflects all
adjustments necessary for a fair statement of the results for all interim
periods. The results for the three and six-month periods ended March 31,
1998 are not necessarily indicative of the results to be expected for the
full year.
The consolidated financial statements, as presented, are in summarized
form, and footnote disclosures normally included in financial statements
presented in accordance with generally accepted accounting principles, have
been condensed or omitted. Complete disclosures for the year ended
September 30, 1997 are presented in Transmedia Network Inc. and
subsidiaries' (The "Company") Form 10-K filing which includes audited
consolidated financial statements.
Cost of sales is composed of the cost of rights-to-receive sold, provision
for rights-to-receive losses and processing fees.
Certain prior year amounts have been reclassified to conform with the
current presentation.
(2) INVESTMENT BY EQUITY GROUP INVESTMENTS, INC.
On March 4, 1998, the Company sold 2.5 million newly-issued common shares
and non-transferable warrants to purchase an additional 1.2 million common
shares for a total of $10,625 to affiliates of Equity Group Investments,
Inc., a privately held investment company. Net proceeeds from the
investment amounted to $9,825 after transaction cost. The non-transferable
warrants have a term of five years; one third of the warrants are
exercisable at $6.00 per share, another third are exercisable at $7.00
per share and the final third are exercisable at $8.00 per share.
As part of this strategic investment, Equity Group nominated and the
stockholders elected two candidates to the Board of Directors who joined
three of the Company's existing directors and two new independent
directors.
8
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
(3) AMENDED COMPENSATION AGREEMENTS
On December 29, 1997, the Company and Melvin Chasen, Chairman of the
Board, Chief Executive Officer and President, agreed to amend his
employment agreement and to terminate his consulting agreement. As part of
this agreement, Mr. Chasen agreed to a five year non-compete and
confidentiality agreement with the Company and relinquished his right to
receive $1 million in the event of the sale of a control block of stock,
as described in Note 2 above. Pursuant to this agreement, the Company made
a cash payment of $2.75 million to Mr. Chasen and recognized a one-time
pre-tax charge of $3.1 million in the quarter ended December 31, 1997.
(4) PURCHASE OF FRANCHISE
On December 4, 1997, in exchange for 170,000 shares of Transmedia Network
common stock, the Company acquired all the rights-to-receive of East
American Trading Company, its franchisee in the Carolinas and Georgia. As
part of the agreement, the Company assumed operational control of the
sales territories and terminated the franchise agreement. The excess fair
value of the stock exchanged over the value of rights-to-receive was
recorded as excess of cost over net assets acquired.
(5) LINE OF CREDIT
On November 6, 1997, the Company obtained a line of credit with a bank for
$10 million to be used principally to finance the purchase of
rights-to-receive. This line of credit is unsecured and may be drawn down
based on an advance rate calculated as a percentage of unrestricted
rights-to-receive. The line of credit matures on February 1, 1999 and
bears interest at the prime rate with a LIBOR option. At March 31, 1998
no amounts are outstanding under the line of credit.
(6) LITIGATION
In December 1996, the Company terminated its license agreement with
Sports & Leisure Inc. ("S&L"). In February 1997, S&L commenced an
action against the Company in the 11th Judicial Circuit, Dade County,
Florida, alleging that the Company improperly terminated the S&L
license agreement and seeking money damages. The Company has
counterclaimed against S&L for breach of the License Agreement and
intends to pursue the action vigorously. Management does not expect
the outcome of this case to adversely impact the financial position,
cash flows or operating results of the Company.
(7) LOSS PER COMMON AND COMMON EQUIVALENT SHARE
Basic loss per share was based on the weighted average number of common
shares outstanding during the period presented.
9
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
Diluted loss per share was computed using the weighted average number of
common and common equivalent shares outstanding in the periods, assuming
exercise of options and warrants calculated under the treasury stock
method, based on average stock market prices at the end of the periods.
(8) COMPREHENSIVE INCOME
In June 1997, the FASB issued SFAS No. 130 Reporting Comprehensive Income.
SFAS No. 130 requires disclosure of all components of comprehensive income
on an annual and interim basis. Comprehensive income is defined as the
change in equity of a business enterprise during a period from
transactions and other events and circumstances from nonowner sources. The
Company adopted SFAS No. 130 in calendar year 1998. The changes in the
components of other comprehensive income(loss) are reported as follows:
Accumulated other comprehensive income at
December 31, 1997 unrealized gain on available-
for-sales securities, net of taxes of $682 $ 1,112
Change for the three months ended March 31, 1998:
Unrealized gain on available-for-sale securities 185
Tax effect on unrealized gain (70)
Accumulated other comprehensive income at
March 31, 1998 unrealized gain on available-
for-sale securities, net of taxes of $752 $ 1,227
=======
The $168 change in unrealized gain for the six-month period ending March
31, 1998 is net of tax of $103. The $290 and $590 of changes in unrealized
losses for the three and six-month periods ending March 31, 1997 is net of
tax benefit of $180 and $361, respectively.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
(DOLLARS IN THOUSAND)
(A) RESULTS OF OPERATIONS - COMPARISON OF THREE AND SIX MONTHS ENDED MARCH 31,
1998 AND 1997
Sales of rights-to-receive for the three and six-month periods ended March
31, 1998 were $24,761 and $47,797, which represented a decrease of 6.5%
and 2.8% over the comparable periods in the prior year, principally
resulting from a decrease in sales volume in the New York and South
Florida markets, two of the Company's largest and most competitive
territories.
At March 31, 1998, the average rights-to-receive balance per participating
company restaurant was $7,571 versus $8,198 at September 30, 1997. Months
on hand of rights-to-receive for the three and six months ending March 31,
1998 were 9.5 and 9.9 cmpared to 8.6 and 8.8 in the prior year, due to
lower sales and an investment in certain markets.
10
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
Cardmember discounts as a percentage of sales were 22.2% and 22.3% in the
current three and six-month periods compared to 22.9% and 23.0% in the
prior year periods reflecting the continued growth in spending by the 20%
discount no-fee membership category.
Provision for rights-to-receive losses, which are included in cost of
sales, amounted to $1,152 and $1,912 for the three and six-month periods
ended March 31, 1998, compared to $1,382 and $2,121 in the prior year
periods. Processing fees based on transactions processed declined to 3.0%
and 3.3% as a percentage of gross dining sales for the three and
six-months ending March 31, 1998 from 3.3% and 3.7% for the same periods
in the prior year reflecting economies of scale associated with an
increased volume of point-of-sale transactions.
Membership and renewal fee income for the three and six-month periods
ending March 31, 1998 were $1,792 and $3,822 compared to $1,855 and
$3,798 for the comparable prior year periods. Fee income is recognized
over a twelve-month period beginning in the month the fee is received.
Continuing franchise fee income decreased by $ 83 and $266 in the three
and six-month periods ended March 31,1998, compared with the prior year
primarily reflecting the repurchase of the formerly franchised California
territory on January 2, 1997 and the Carolinas/Georgia territories on
December 4, 1997.
Processing income comprises the sale or lease of point-of-sale terminals
to merchants, principally restaurants, as well as income received for
serving as the merchants' processor for all of their credit card
transactions, net of interchange fees.
Selling, general and administrative expenses for the three and six-months
ended March 31, 1998 increased by $105 and $903 or 1.6% and 7.5%, compared
with the prior year periods. As a percentage of gross dining usage,
selling general and administrative expenses were 26.6% this quarter
compared to 24.5% in the same quarter last year as a result of the lower
sales volume. Component changes between the quarter ending March 31, 1998
to the prior year were immaterial. For the six months ended March 31,
1998, the increase in selling, general and administrative expenses over
prior year periods relates to personnel increases primarily in the call
center, marketing and merchant support services areas, depreciation and
office expenses associated with reacquired franchise territories.
In the three and six-month periods ended March 31, 1998, cardmember
acquisition expenses were $1,246 and $2,295 versus $ 1,076 and $2,516 in
the prior year's comparable periods. Included in cardmember acquisition
expenses was the amortization of previously capitalized advertising costs
amounting to $133 and $232 in the fiscal 1998 periods versus $180 and $421
in the fiscal 1997 comparable periods. Costs capitalized in the 1998
periods were $191 and $333 versus $68 and $337 in 1997.
The amended employment agreement and termination of the consulting
agreement of the Chief Executive Officer resulted in a one-time $3,081
charge in the first quarter of 1998. Components included a lump-sum cash
payment of $2,750, cancellation of indebtedness of $135, and health
insurance for the remainder of his life (Note 3). The after tax impact of
the charge was approximately $1.9 million.
Interest and other expense was $757 in the 1998 three-month period and
$1,491 in the 1998 six-month period compared with $826 and $1,203 in the
comparable 1997 periods attributable to the securitization of
rights-to-receive on December 24, 1996.
11
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
Loss before income tax benefit was $791 and $4,186 in the three and
six-months periods ended March 31, 1998, compared with loss before income
taxes of $271 and $275 in the 1997 comparable periods.
Net loss for the three and six months periods ended March 31, 1998 were
$490 or 4 cents per share and $2,595 or 28 cents per share, compared
with a net loss of $587 or 6 cents per share and a net loss of
$791 or 8 cents per share in the prior year comparable periods.
(B) LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents amounted to $13,056 at March 31,
1998. The Company believes that cash on hand, plus cash generated from
operations and the line of credit, as described below, will be sufficient
to fund the Company's normal cash requirements for the 1998 fiscal year.
On November 6, 1997, the Company obtained a new line of credit with a bank
for $10 million to be used principally to finance the purchase of
rights-to-receive. This line of credit is unsecured and may be drawn down
based on an advance rate calculated as a percentage of unrestricted
rights-to-receive. The line of credit matures on February 1, 1999 and
bears interest at the prime rate with a LIBOR option. No amounts are
presently outstanding under the line.
PART II - OTHER INFORMATION
Items 1, 2, 3, and 5
Items 1, 2, 3, and 5 of Part II are either inapplicable or are answered in the
negative and are omitted pursuant to the instructions to Part II.
Item 4
Submission of matters to a vote of security holders
(a) Meeting
Annual meeting of stockholders was held on March 3, 1998
(b) Election of Directors
Proxies for the meeting were solicited pursuant to Regulation
14 under the Act and all nominees were elected.
12
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
(c) Matters voted upon
(i) The approval of the issuance and sale of 2,500,000 shares
of common stock (the "Common Stock"), $.02 par value of
the Company and non-transferable warrants to purchase an
additional 1,200,000 shares of Common Stock of the
Company to Samstock, L.L.C. and Transmedia Investors,
L.L.C. for $10,625,000 in cash.
For 6,459,503
Withheld/Against 118,751
Exceptions/Abstain 25,507
----------
Total Shares voted 6,603,761
Broker no vote -
Total shares eligible to vote 10,359,956
==========
(ii) The approval of amendments to the Certificate of
Incorportation of the Company to eliminate the classified
board of directors and to provide that all of the
Company's directors will be elected annually upon
expiration of their current terms.
For 6,604,998
Withheld/Against 61,152
Exceptions/Abstain 28,682
----------
Total Shares voted 6,694,832
Broker no vote -
Total shares eligible to vote 10,359,956
==========
(iii) The election of seven directors.
For 6,629,894
Withheld/Against 64,938
Exceptions/Abstain -
----------
Total Shares voted 6,694,832
Broker no vote -
Total shares eligible to vote 10,359,956
==========
(d) Settlement terms
None
13
<PAGE>
TRANSMEDIA NETWORK INC.
AND SUBSIDIARIES
Item 6
Exhibits and reports on Form 8K
(a) Exhibits
27.1 Financial Data Schedule.
(b) Reports on Form 8K
A Current Report on Form 8K dated March 3, 1998 was
filed with the Securities and Exchange Commision
regarding the sale of 2.5 million newly-issued shares
and non-transferable warrants to purchase an additional
1.2 million common shares for a total of $10,625 to
affiliates of Equity Group Investments, Inc., a
privately held investment company.
S I G N A T U R E S
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.
TRANSMEDIA NETWORK INC.
(Registrant)
May 15, 1998 /s/ STEPHEN E. LERCH
---------------------------
Stephen E. Lerch
Executive Vice President
and Chief Financial Officer
14
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> SEP-30-1997 SEP-30-1996
<PERIOD-START> OCT-01-1997 OCT-01-1996
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 14,842 9,389
<SECURITIES> 0 0
<RECEIVABLES> 2,197 2,260
<ALLOWANCES> 0 0
<INVENTORY> 40,119 40,355
<CURRENT-ASSETS> 59,971 54,283
<PP&E> 12,691 11,238
<DEPRECIATION> 5,438 3,963
<TOTAL-ASSETS> 79,971 72,685
<CURRENT-LIABILITIES> 11,756 12,221
<BONDS> 0 0
0 0
0 0
<COMMON> 257 204
<OTHER-SE> 33,251 25,100
<TOTAL-LIABILITY-AND-EQUITY> 79,971 72,685
<SALES> 47,797 49,154
<TOTAL-REVENUES> 15,341 14,260
<CGS> 0 0
<TOTAL-COSTS> 18,298 14,535
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (1,491) (1,203)
<INCOME-PRETAX> (4,186) (1,275)
<INCOME-TAX> 1,591 484
<INCOME-CONTINUING> 0 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,595 791
<EPS-PRIMARY> (0.28) (0.03)
<EPS-DILUTED> (0.24) (0.08)
</TABLE>
