<PAGE>
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
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER
1-9812
TENERA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 94-3213541
(STATE OF OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
One Market, Spear Tower, Suite 1850, San Francisco, California 94105-1018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (415) 536-4744
_________________________________
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Common Stock
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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 [ ]
The number of shares outstanding on March 31, 1998, was 10,123,153.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
PAGE
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited) ............................. 1
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition ........................... 7
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings ............................................ 9
Item 2. Changes in Securities ........................................ *
Item 3. Defaults Upon Senior Securities .............................. *
Item 4. Submission of Matters to a Vote of Security Holders .......... *
Item 5. Other Information ............................................ *
Item 6. Exhibits and Reports on Form 8-K ............................. 9
</TABLE>
- --------------------
* None.
i
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TENERA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share amounts)
___________________________________________________________________________________
Three Months Ended
March, 31
--------------------
1998 1997
___________________________________________________________________________________
<S> <C> <C>
Revenue ..................................................... $ 6,091 $ 5,400
Direct Costs ................................................ 4,498 3,218
General and Administrative Expenses ......................... 1,302 1,980
Software Development Costs .................................. -- 237
Special Item Income ......................................... 300 --
Other Income ................................................ 86 1
--------- ---------
Operating Income (Loss) ................................... 677 (34)
Interest Income, Net ........................................ 31 39
--------- ---------
Net Earnings Before Income Tax Expense .................... 708 5
Income Tax Expense .......................................... 175 2
--------- ---------
Net Earnings ................................................ $ 533 $ 3
========= =========
Net Earnings per Share -- Basic ............................. $ 0.05 $ 0.00
========= =========
Net Earnings per Share -- Diluted ........................... $ 0.05 $ 0.00
========= =========
Weighted Average Number of Shares Outstanding ............... 10,123 10,124
========= =========
___________________________________________________________________________________
See accompanying notes.
</TABLE>
1
<PAGE>
TENERA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except share amounts)
__________________________________________________________________________________________
March 31, December 31,
1998 1997
__________________________________________________________________________________________
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents .............................. $ 3,406 $ 2,292
Receivables, less allowance of $1,358 (1997 - $1,358)
Billed ............................................... 2,020 1,643
Unbilled ............................................. 1,954 1,726
Other current assets ................................... 211 235
---------- ----------
Total Current Assets ............................... 7,591 5,896
Property and Equipment, Net .............................. 169 156
---------- ----------
Total Assets ................................... $ 7,760 $ 6,052
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable ....................................... $ 1,462 $ 638
Accrued compensation and related expenses .............. 1,660 1,477
Income taxes payable ................................... 168 --
Litigation judgement accrual ........................... 950 950
---------- ----------
Total Current Liabilities .......................... 4,240 3,065
Commitments and Contingencies
Shareholders' Equity
Common Stock, $0.01 par value, 25,000,000 authorized,
10,417,345 issued and outstanding
(1997 - 10,417,345 shares) ............................. 104 104
Paid in capital, in excess of par ...................... 5,698 5,698
Retained deficit ....................................... (1,976) (2,509)
Treasury stock - 294,192 shares
(1997 - 294,192 shares) ................................ (306) (306)
---------- ----------
Total Shareholders' Equity ....................... 3,520 2,987
---------- ----------
Total Liabilities and Shareholders' Equity ..... $ 7,760 $ 6,052
========== ==========
__________________________________________________________________________________________
See accompanying notes.
</TABLE>
2
<PAGE>
TENERA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except share amounts)
____________________________________________________________________________________
Paid In
Capital
In
Common Excess Retained Treasury
Stock of Par (Deficit) Stock Total
____________________________________________________________________________________
<S> <C> <C> <C> <C> <C>
December 31, 1997 ................ $ 104 $ 5,698 $(2,509) $ (306) $ 2,987
Net Earnings ..................... -- -- 533 -- 533
-------- -------- -------- -------- --------
March 31, 1998 ................... $ 104 $ 5,698 $(1,976) $ (306) $ 3,520
======== ======== ======== ======== ========
____________________________________________________________________________________
See accompanying notes.
</TABLE>
3
<PAGE>
TENERA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
(In thousands)
_____________________________________________________________________________________
Three Months Ended
March 31,
-----------------------
1998 1997
_____________________________________________________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings ............................................. $ 533 $ 3
Adjustments to reconcile net earnings to cash provided
(used) by operating activities:
Depreciation ........................................... 23 69
Gain on sale of equipment .............................. -- (1)
Gain on repayment of Asset Sale note ................... (300) --
Changes in assets and liabilities:
Receivables .......................................... (605) 213
Other current assets ................................. 24 1
Accounts payable ..................................... 824 126
Accrued compensation and related expenses ............ 183 (589)
Income taxes payable ................................. 168 2
-------- --------
Net Cash Provided (Used) By Operating Activities ... 850 (176)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment .................... (36) (84)
Proceeds from repayment of Asset Sale note ............... 300 --
Proceeds from sale of equipment .......................... -- 1
-------- --------
Net Cash Provided (Used) in Investing Activities ... 264 (83)
CASH FLOWS FROM FINANCING ACTIVITIES
Net repurchase of equity ................................. -- (1)
-------- --------
Net Cash Used by Financing Activities .............. -- (1)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ....... 1,114 (260)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ........... 2,292 3,964
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ................. $ 3,406 $ 3,704
======== ========
_____________________________________________________________________________________
See accompanying notes.
</TABLE>
4
<PAGE>
TENERA, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 1998 and 1997
(Unaudited)
NOTE 1. ORGANIZATION
TENERA, Inc. (the "Company"), a Delaware corporation, provides a broad
range of professional consulting, management, and technical services to solve
complex management, engineering, environmental, and safety challenges
associated with the operation, asset management, and maintenance of power
plants, federal government properties, and capital intensive industries. The
Company provides its services by utilizing its professional skills and
technological resources in an integrated approach which combines strategic
consulting, technical, and project management capabilities with software
systems and data bases. Services performed by the Company typically include
one or more of the following: consultation with the client to determine the
nature and scope of the problem, identification and evaluation of the problem
and its impact, development and design of a process for correcting the
problem, preparation of business plans, preparation of reports for obtaining
regulatory agency permits, and analysis in support of regulatory and legal
proceedings. The Company operates in one business segment providing services
which cover these general areas: strategic consulting, management, and
technical services and prior to the Asset Sale described below, software
services, products, and systems.
TENERA Rocky Flats, LLC ("Rocky Flats"), a Colorado limited liability
company, was formed by the Company in 1995, to provide consulting services in
connection with participation in the Performance Based Integrating Management
Contract ("Rocky Flats Contract") at the Department of Energy's ("DOE") Rocky
Flats Environmental Technology Site. In May 1997, the Company's other
government business was consolidated within the Rocky Flats subsidiary. This
business provides consulting and management services to the DOE directly and
through subcontracts with DOE prime contractors. These services provide
assistance to DOE-owned nuclear facilities in devising, implementing, and
monitoring strategies to upgrade from an operational, safety, and
environmental perspective.
TENERA Energy, LLC ("Energy"), a Delaware limited liability company, was
formed by the Company in May 1997, to consolidate its commercial electric
power utility business into a separate legal structure. The Energy subsidiary
provides consulting and management services in organizational effectiveness
and organizational development, environmental outsourcing and monitoring, risk
analysis and modeling, and business process improvement.
TENERA Technologies, LLC ("Technologies"), a Delaware limited liability
company, was formed by the Company in May 1997 to consolidate its mass
transportation business into a separate legal entity. Before the Asset Sale
described below, Technologies provided computerized maintenance management
software and consulting to the mass transit industry. On November 14, 1997,
the Company consummated the sale of all of the assets ("Asset Sale") related
to Technologies' mass transportation business, to Spear Technologies, Inc., a
California corporation newly formed by former members of the Company's
management, including the Company's former Chairman of the Board and Chief
Executive Officer. The Company received $1,300,000 in cash, a promissory note
("Promissory Note") in the amount of $300,000, and a warrant to acquire 4% of
the buyer's then outstanding shares of common stock exercisable upon an
initial public offering or a change of control (as defined in the warrant).
The buyer also assumed all liabilities associated with the Technologies
business. The Promissory Note was paid in full in February 1998.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation. The accompanying condensed consolidated financial
statements include the accounts of the Company and its subsidiaries and have
been prepared by the Company without audit. All intercompany accounts and
transactions have been eliminated. In the opinion of management, all
adjustments (which include normal recurring adjustments) necessary to present
fairly the financial position at March 31, 1998, and the results of operations
and cash flows for the three-month periods ended March 31, 1998 and TENERA,
Inc.'s
5
<PAGE>
Annual Report on Form 10-K for the year ended December 31, 1997, filed with
the Securities and Exchange Commission.
Use of Estimates. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
Cash and Cash Equivalents. Cash and cash equivalents consist of demand
deposits, money market accounts, and commercial paper issued by companies with
strong credit ratings. The Company includes in cash and cash equivalents, all
short-term, highly liquid investments which mature within three months of
acquisition.
Property and Equipment. Property and equipment are stated at cost
($2,272,000 and $2,236,000 at March 31, 1998 and December 31, 1997,
respectively), net of accumulated depreciation ($2,103,000 and $2,080,000 at
March 31, 1998 and December 31, 1997, respectively). Depreciation is
calculated using the straight line method over the estimated useful lives,
which range from three to five years.
Revenue. Revenue from time-and-material and cost plus fixed-fee contracts
is recognized when costs are incurred; from fixed-price contracts, on the
basis of percentage of work completed (measured by costs incurred relative to
total estimated project costs); from software license fees at time of customer
acceptance; and from software maintenance agreements, equally over the period
of the maintenance support agreement (usually 12 months). The Company
primarily offers its services and software products (until the Asset Sale) to
the electric power industry, the DOE, and the municipal transit industry in
North America.
The Company performs credit evaluations of these customers and normally
does not require collateral. Reserves are maintained for potential sales
adjustments and credit losses; such losses to date have been within
management's expectations. Actual revenue and cost of contracts in progress
may differ from management estimates and such differences could be material to
the financial statements.
During the first quarter of 1998, three clients accounted for 37%, 25%, and
14% of the Company's total revenue. During the same period in 1997, two
clients accounted for 51% and 11% of the total revenue.
Income Taxes. For the three-month period ended March 31, 1998, a provision
for federal and state income taxes was made at a rate of approximately 25%,
which reflects the benefit of net operating loss carryforwards. For the
comparable period in 1997, the provision for income taxes was made at a 40%
rate on a combined federal and state basis.
Per Share Information. In 1997, the Financial Accounting Standards Board
issued Statement No. 128, "Earnings per Share" ("FAS 128"). FAS 128 replaced
the calculation of primary and fully diluted earnings per share with basic and
diluted earnings per share. Unlike primary earnings per share, basic earnings
per share excludes any dilutive effects of options, warrants, and convertible
securities. Diluted earnings per share is very similar to the previously
reported fully diluted earnings per share and includes the effect of dilutive
stock options. All earnings per share amounts for all periods have been
presented, and where appropriate, restated to conform to the FAS 128
requirements. A reconciliation of the numerators and denominators of the basic
and diluted earnings per share computations required by FAS 128 is
unnecessary, as the basic and diluted amounts are the same because the average
market prices of the stock for the three-month periods ended March 31, 1998
and 1997, were below the exercise prices of the outstanding options.
NOTE 3. SUBSEQUENT EVENT ON LITIGATION JUDGEMENT
On May 1, 1998, the Company settled the action, entitled PLM Financial
Services, Inc. v. TERA Corporation, et al., Case No. 743 439-0, for $950,000
in cash (see Part II, Item 1. Legal Proceedings).
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
TENERA, INC.
RESULTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
_____________________________________________________________________
Percent of Revenue
----------------------
Quarter Ended
March, 31
----------------------
1998 1997
_____________________________________________________________________
<S> <C> <C>
Revenue .................................... 100.0% 100.0%
Direct Costs ............................... 73.8 59.6
General and Administrative Expenses ........ 21.4 36.7
Software Development Costs ................. -- 4.3
Special Item Income ........................ 4.9 --
Other Income ............................... 1.4 --
---------- ----------
Operating Income (Loss) .................. 11.1 (0.6)
Interest Income, Net ....................... 0.5 0.7
---------- ----------
Net Earnings Before Income Tax Expense ..... 11.6% 0.1%
========== ==========
_____________________________________________________________________
</TABLE>
RESULTS OF OPERATIONS
The Company's increased revenue in its Rocky Flats and Energy subsidiaries,
lower overall general and administrative expenses, and elimination of
significant ongoing development costs resulting from the Asset Sale in the
fourth quarter of 1997, resulted in quarterly net earnings before income taxes
and special item of $408,000. Net earnings before income tax expense for the
comparable quarter in 1997 was $5,000.
During the first quarter, the Company received written contracts and orders
having an estimated value of approximately $6.4 million. The activity
primarily reflects the additional funding of the Company's contract at the
DOE's Rocky Flats Environmental Technology Site and the extension of
consulting contracts with two large electric utility clients. Partially
offsetting the addition of the new sales activity into backlog during the
quarter was a reduction to the backlog for the closeout of unused contract
funding which had expired. Contracted backlog for current, active projects
totaled approximately $11.4 million as of March 31, 1998, down from $12.8
million at December 31, 1997.
The revenue increase in the first quarter of 1998, compared to a year ago,
is primarily the result of increased Rocky Flats Contract activity, partially
offset by the absence of mass transportation software revenue as a result of
the Asset Sale. For the first quarter of 1998, the concentration of revenue
from the government sector increased to 73% of total revenue, from 52% for the
same period in 1997. About half of this increase in concentration relates to
the decline in Technologies revenue as a result of the Asset Sale. The other
half of the concentration increase is due to higher levels of Rocky Flats
Contract activity versus a year ago.
Direct costs were higher in the first quarter, compared to a year ago,
primarily as a result of increased revenue generation opportunities and the
related use of subcontractor teams under the Rocky Flats Contract. Gross
margins decreased to 26% in the first quarter of 1998, from 40% for the same
period in 1997, primarily due to an increase in the proportion of lower margin
government projects.
7
<PAGE>
General and administrative costs were lower in the first quarter of 1998,
compared to a year ago, primarily reflecting increased utilization of
employees on billable contracts and reduced corporate and subsidiary
administrative staffs. General and administrative expenses, as a percentage of
revenue, for the three-month period, decreased to 21% in 1998 from 37% in
1997.
Due to the Asset Sale in the fourth quarter of 1997, the Company did not
internally fund software product development in the first quarter of 1998, as
compared to having spent $237,000 for the same period a year ago.
The special item of $300,000 in the first quarter of 1998, reflects the
additional realized gain from the Asset Sale associated with the repayment of
the Promissory Note (see Note 1 to Financial Statements).
Other income of $86,000 for the first quarter of 1998, reflects certain
accounting and administrative services provided on a temporary basis to the
purchaser in the Asset Sale.
Net interest income in 1998 and 1997 represents earnings from the
investment of cash balances in short-term, high-quality, government and
corporate debt instruments. The lower net interest income in 1998, as compared
to a year ago, primarily reflects smaller average cash balances. The Company
had no borrowings under its line of credit during the first three months of
1998 and 1997.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased by $1,114,000 during the first three
months of 1998. The increase was due to cash provided by operations ($850,000)
and cash proceeds from the repayment of the Asset Sale Promissory Note
($300,000), partially offset by the acquisition of equipment ($36,000).
Receivables increased by $605,000 from December 31, 1997, primarily due to
an increase in Energy and Rocky Flats services revenue in the first quarter of
1998. The allowance for sales adjustments remained at the same level as
December 31, 1997.
Accounts payable increased by $824,000 since the end of 1997, primarily
associated with supporting increased revenues. Accrued compensation and
related expenses increased by $183,000 during the period, primarily reflecting
the annual merit increases in employee salaries and fewer holiday and vacation
days in the first quarter of the year.
No cash dividend was declared in the first three months of 1998.
The impact of inflation on project revenue and costs of the Company was
minimal.
At March 31, 1998, the Company had available $2,500,000 of a $3,000,000
revolving loan facility. The Company has no outstanding borrowing against the
line; however, $500,000 was assigned to support standby letters of credit.
Management believes that cash expected to be generated by operations, the
Company's working capital, and its loan facility are adequate to meet its
anticipated liquidity needs through the next twelve months.
Statements contained in this report which are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements are subject to
risks and uncertainties which could cause actual results to differ materially
from those projected. Such risks and uncertainties include the uncertainty of
future profitability; reliance on major customers; uncertainty regarding
industry trends and customer demand; uncertainty of access to additional
capital; reliance on key personnel; uncertainty regarding competition;
government contract audits; and Year 2000 computer issues. Additional risks
are detailed in the Company's filings with the Securities and Exchange
Commission ("SEC"), including its Form 10-K for the year ended December 31,
1997.
8
<PAGE>
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 4, 1994, PLM Financial Services, Inc. ("PLM") filed an action,
entitled PLM Financial Services, Inc. v. TERA Corporation, et al., Case No.
743 439-0, against TENERA, L.P. (the predecessor of the Company; the
"Predecessor Partnership"), among others, in the Superior Court of California
for the County of Alameda, seeking damages in excess of $4.6 million in unpaid
equipment rent and other unspecified damages allegedly owing to PLM under an
equipment lease dated September 29, 1984 between PLM and TERA Power
Corporation ("TERA Power"), a former subsidiary of TERA Corporation (the
"Predecessor Corporation"). PLM named the Predecessor Partnership in the
action pursuant to a Guaranty dated September 24, 1984 of the lease
obligations of TERA Power made by the Predecessor Corporation. Upon the
liquidation of the Predecessor Corporation in late 1986, the stock of TERA
Power was transferred to the TERA Corporation Liquidating Trust (the "Trust")
and was thereafter sold to Delta Energy Projects Phases II, IV, and VI
pursuant to a stock purchase agreement dated May 31, 1991. TERA Power asserted
various defenses to the claims asserted by PLM in the action and the trial in
this matter was concluded in August 1997. In February 1998, the trial judge
issued a minute order rendering his decision against the defendants in the
action. Accordingly, for the year 1997, the Company accrued litigation
judgment expenses of $950,000 related to this matter. In April 1998, the trial
judge entered a judgement in the amount of approximately $830,000 plus costs
and attorney fees, against TERA Power and TENERA, as guarantor. Counsel for
PLM had advised counsel for TENERA that PLM had incurred costs and attorney
fees exceeding $600,000, and, if this matter was not settled, PLM would file a
cost bill and motion for attorney fees in the action for such amounts.
On May 1, 1998, the Company settled the case for $950,000 in cash, which is
less than the Company's total exposure in the litigation. Of this amount,
approximately $50,000 was paid by the Trust (to the extent of its assets) and
the remainder was paid by the Company.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
11.0 Statement regarding computation of per share earnings:
See Notes to Consolidated Financial Statements.
27.0* Financial Data Schedule
(b) REPORTS ON FORM 8-K
A Form 8-K, dated February 10, 1998, was filed with the SEC on
February 27, 1998, reporting on the trial judge's decision against
the defendants in the PLM action (see Item 1 of Part II).
- --------------------
* Filed herewith.
9
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENT 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.
TENERA, INC.
Dated: May 13, 1998 By: /s/ JEFFREY R. HAZARIAN
------------------------------
Jeffrey R. Hazarian
Executive Vice President and
Chief Financial Officer
10
<PAGE>
EXHIBIT INDEX
Ex. 27.0 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> Dec-31-1998
<PERIOD-START> Jan-01-1998
<PERIOD-END> Mar-31-1998
<CASH> 3,406
<SECURITIES> 0
<RECEIVABLES> 5,332
<ALLOWANCES> 1,358
<INVENTORY> 0
<CURRENT-ASSETS> 7,591
<PP&E> 169
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,760
<CURRENT-LIABILITIES> 4,240
<BONDS> 0
<COMMON> 5,802
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 7,760
<SALES> 0
<TOTAL-REVENUES> 6,091
<CGS> 0
<TOTAL-COSTS> 4,498
<OTHER-EXPENSES> 916
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (31)
<INCOME-PRETAX> 708
<INCOME-TAX> 175
<INCOME-CONTINUING> 533
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 533
<EPS-PRIMARY> 0.05
<EPS-DILUTED> 0.05
</TABLE>
