<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
----- Exchange Act of 1934
For the quarterly period ended March 31, 1996
_____ 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 0 - 18525
CB COMMERCIAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 52-1616016
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
533 South Fremont Avenue
Los Angeles, California 90071-1798
(Address of principal executive offices) (Zip Code)
(213) 613 - 3123 Not Applicable
(Registrant's telephone (Former name, former address and formal
number, including area code) fiscal year if changed since 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 .
--- ---
Number of shares of common stock outstanding at May 14, 1996:
Class B-1... 1,854,106
Class B-2... 6,066,949
Class C-1... 800,000
Class C-R... 800,000
Class J..... 2
Total of Sequentially Numbered Pages .
---------
1
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CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
FORM 10-Q
MARCH 31, 1996
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION PAGE
----
<S> <C>
Item 1. Consolidated Condensed Financial Statements
Consolidated Balance Sheets at March 31, 1996 (Unaudited) and December 31, 1995.......... 3
Unaudited Consolidated Statements of Operations for the Three Months Ended
March 31, 1996 and 1995.................................................................. 4
Unaudited Consolidated Condensed Statements of Cash Flows for the Three Months
Ended March 31, 1996 and 1995............................................................ 5
Notes to Consolidated Condensed Financial Statements..................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.... 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K........................................................... 11
Signatures.......................................................................................... 12
</TABLE>
2
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
----------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents................................................ $ 16,124 $ 23,045
Receivables, less allowance of $4,202 and $4,400 for doubtful accounts
at March 31, 1996, and December 31, 1995, respectively.................. 28,241 28,322
Prepaid expenses and other............................................... 5,489 5,654
--------- ---------
Total current assets.................................................... 49,854 57,021
Property and equipment, net............................................... 43,524 44,500
Goodwill, net............................................................. 58,920 59,491
Other intangible assets, net.............................................. 9,995 10,783
Inventoried property...................................................... 7,355 7,355
Other assets, net......................................................... 11,665 11,804
--------- ---------
Total assets............................................................ $ 181,313 $ 190,954
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Compensation and employee benefits....................................... $ 20,728 $ 28,324
Accounts payable and accrued expenses.................................... 16,990 19,245
Senior revolving credit line............................................. 12,000 -
Reserve for bonus and profit sharing..................................... 2,348 12,997
Current maturities of long-term debt..................................... 10,000 8,250
Current portion of capital lease obligations............................. 2,592 2,592
--------- ---------
Total current liabilities............................................... 64,658 71,408
--------- ---------
Long-term debt, less current maturities:
Senior term loans........................................................ 151,072 157,282
Senior subordinated term loans........................................... 80,560 78,963
Inventoried property loan................................................ 7,470 7,470
Other long-term debt..................................................... 3,295 3,315
--------- ---------
Total long-term debt.................................................... 242,397 247,030
--------- ---------
Other long-term liabilities............................................... 27,604 27,204
--------- ---------
Total liabilities....................................................... 334,659 345,642
--------- ---------
Commitments and contingencies
Stockholders' Equity (Deficit):
Preferred stock, $.01 par value.......................................... 40 40
Common stock, $.01 par value............................................. 95 93
Common stock options outstanding......................................... 263 263
Deferred compensation.................................................... 11 -
Additional paid-in capital............................................... 111,983 110,063
Accumulated deficit...................................................... (265,738) (265,147)
--------- ---------
Total stockholders' equity (deficit).................................... (153,346) (154,688)
--------- ---------
Total liabilities and stockholders' equity (deficit).................... $ 181,313 $ 190,954
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
---------------------------
1996 1995
----------- -----------
<S> <C> <C>
Revenues:
Operating revenues............................................... $ 112,600 $ 99,926
Interest income.................................................. 536 490
----------- -----------
113,136 100,416
----------- -----------
Costs and Expenses:
Commissions, fees and other incentives........................... 50,217 47,234
Operating, administrative and other.............................. 55,132 48,532
Interest......................................................... 5,858 5,135
Depreciation and amortization.................................... 2,568 1,857
----------- -----------
113,775 102,758
Loss before provision (benefit) for income taxes................... (639) (2,342)
Provision (benefit) for income taxes............................... (48) 74
----------- -----------
Net loss........................................................... $ (591) $ (2,416)
=========== ===========
Per share data:
Net loss per common and common equivalent share outstanding...... $(0.05) $(0.21)
=========== ===========
Weighted average common and common equivalent shares outstanding. 11,697,728 11,343,112
=========== ===========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
------------------------
1996 1995
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss.......................................................... $ (591) $ (2,416)
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization.................................... 2,568 1,857
Net change in other operating assets and liabilities.............. (14,534) (14,396)
-------- --------
Net cash used in operating activities.......................... (12,557) (14,955)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment............................... (574) (1,017)
Increase in intangible assets and goodwill........................ (1,321) -
Increase in short-term investments................................ - (1,431)
Other investing activities, net................................... 11 (30)
-------- --------
Net cash used in investing activities.......................... (1,884) (2,478)
-------- --------
Cash flows from financing activities:
Proceeds from senior revolving credit line........................ 12,000 3,000
Repayment of senior term loans.................................... (4,460) (5,262)
Other financing activities, net................................... (20) (26)
-------- --------
Net cash provided by (used in) financing activities............ 7,520 (2,288)
-------- --------
Net decrease in cash and cash equivalents.......................... (6,921) (19,721)
Cash and cash equivalents, at beginning of period.................. 23,045 28,770
-------- --------
Cash and cash equivalents, at end of period........................ $ 16,124 $ 9,049
======== ========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest (none capitalized)...................................... $ 3,424 $ 3,052
======== ========
Federal and state income taxes................................... $ 301 $ 189
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying consolidated condensed financial statements include the
accounts of CB Commercial Holdings, Inc., a holding company that conducts its
operations solely through CB Commercial Real Estate Group, Inc. ("CB
Commercial") and its subsidiaries (collectively, the "Company"). In the opinion
of management, the accompanying consolidated condensed financial statements
reflect all adjustments (consisting only of normal recurring adjustments)
necessary for a fair presentation of financial position and results of
operations. The consolidated condensed financial statements should be read in
conjunction with the consolidated financial statements and the notes thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1995. The results of operations for interim periods are not necessarily
indicative of results for a full year.
2. ACQUISITIONS
On June 30, 1995, CB Commercial, through a general partnership ("WREAP") in
which it directly or indirectly owns all of the partnership interests, acquired
Westmark Realty Advisors L.L.C. ("Westmark"). Westmark is a realty advisory
business headquartered in Los Angeles. The purchase price consisted of an
aggregate initial purchase price of $37.5 million plus $2.9 million in net
liabilities assumed and an additional $1 million in costs related to the
Westmark acquisition. Approximately $20 million of the $37.5 million is payable
to the sellers ("Westmark Senior Notes") over periods ranging from one to five
years. The sellers may also be entitled to a supplemental purchase price based
on the operating results of Westmark payable over a period of six years and
subject to a maximum aggregate payment of $18 million. The supplemental
purchase price will be recorded as additional goodwill, if and when earned. As
of December 1995, approximately $871,000 was earned and was paid to the sellers
on March 31, 1996. Approximately $17.5 million of the purchase price was paid in
cash using $7.5 million contributed to WREAP by CB Commercial and $10 million of
proceeds from a senior subordinated loan bearing interest at 20% per annum
issued to WREAP, which is nonrecourse to CB Commercial (except for a portion of
the interest payable). The interest is deferred until the Westmark Senior Notes
are paid or cash collateralized in full and is, therefore, reflected as an
increase in principal amount.
The acquisition was accounted for as a purchase. The Company has allocated
approximately $6.9 million of the total purchase price of $41.4 million to
identifiable intangible assets acquired, consisting of asset management
contracts, employment agreements and trade name, and the remaining $34.5 million
was recorded as goodwill. The intangibles are being amortized over their
estimated useful lives or the lives of the underlying contracts, as applicable,
over periods ranging from five to ten years. Based on the nature of the
business, Westmark's market position, its workforce and other factors,
management estimates that the goodwill resulting from this acquisition has a
useful life of approximately thirty years and is being amortized on a straight
line basis over this period. Based upon future experience, this useful life
could be decreased. In that event, the charge for goodwill would be increased
and earnings decreased. (See Note 3)
On April 11, 1995, the Company also acquired certain assets of Langdon Rieder, a
tenant advisory business, for approximately $1.5 million in cash plus other
consideration. The purchase price has largely been allocated to intangibles and
goodwill, which is being amortized on a straight line basis over their useful
lives ranging from three to seven years.
6
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
2. ACQUISITIONS (CONTINUED)
The assets and liabilities of the acquired companies, along with the related
goodwill, intangibles and indebtedness, and the results of their operations are
reflected in the accompanying consolidated financial statements for the quarter
ended March 31, 1996. The results of operations of the acquired companies are
included in the consolidated results from the dates they were acquired and were
not included in the Company's results for the quarter ended March 31, 1995, as
the acquisitions occurred subsequent to that date. The pro forma results of
operations of the Company for the quarter ended March 31, 1995, assuming the
acquisitions had occurred on January 1, 1995, would have been as follows:
(Amounts in thousands except per share data)
Revenues........................................ $105,733
Net loss........................................ (3,679)
Common and common equivalent loss per share..... (.31)
3. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill at March 31, 1996, consisted of $37.5 million related to the 1995
acquisitions (see Note 2) and $21.4 million related to the Company's original
acquisition in 1989 which is being amortized over an estimated useful life of 40
years.
Other intangible assets at March 31, 1996, included approximately $4.4 million
of deferred financing costs and $5.6 million of intangibles stemming from the
Westmark and Langdon Rieder acquisitions. (See Note 2)
The Company periodically evaluates the recoverability of the carrying amounts of
goodwill and other intangible assets. In this assessment the Company considers
the expected useful lives of its goodwill and intangibles and the estimated
future cash flows associated with these assets. If any of the significant
assumptions inherent in the estimated future cash flows change in a material way
due to market, economic and/or other factors, the recoverability is assessed
based on the revised assumptions, and any resulting impairment would be recorded
in the period such changes occur.
4. DEFERRED COMPENSATION PLAN
Under the Company's Deferred Compensation Plan, a select group of management and
highly compensated employees can defer the payment of all or a portion of their
compensation (including any bonus). The Plan permits participating employees to
make an irrevocable election at the beginning of each year to receive amounts
deferred at a future date either in cash, which accrues at a rate of interest
determined in accordance with the Plan and is an unsecured long term liability
of the Company, or in newly issued shares of Class B-2 Common Stock of the
Company which elections are recorded as additions to Stockholders' Equity. From
Plan inception through March 31, 1996, approximately $1.2 million (including
interest) and $3.5 million have been deferred in cash and stock, respectively,
all of which was charged to expense in the period of deferral. Of the $3.5
million deferred in stock, all but approximately $11,000, which will be issued
in April 1996, has been issued in Class B-2 Common Stock as of March 31, 1996.
5. COMMITMENTS AND CONTINGENCIES
The Company is a party to a number of pending or threatened lawsuits arising out
of, or incident to, its ordinary course of business. Management believes that
any liability that may result from resolution of these lawsuits will not have a
material effect on the consolidated financial position or results of operations
of the Company.
7
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
6. STOCKHOLDERS' EQUITY
During the first quarter of 1996 the Company issued 95,833 shares of its Class
B-2 Common Stock in connection with the Deferred Compensation Plan (including
bonuses deferred in stock). In March 1996 the Company also issued 125,389
shares of its Class B-2 Common Stock with a stated value of approximately
$1,047,000 to the Company's Capital Accumulation Plan for the year ended
December 31, 1995, and 8,501 shares were issued to sales professionals who
elected to receive a portion of their annual premium on earnings payments in
stock rather than cash.
As of March 31, 1996, 6,065,865 shares of Class B-2 Common Stock were
outstanding.
7. PER SHARE INFORMATION
Earnings per share is calculated based on weighted average common shares and
dilutive stock options outstanding. When the Company is in a net loss position
for a particular reporting period, the Class C-1 and Class C-R shares, as well
as the stock options outstanding, are excluded as they are anti-dilutive. This
may result in variations in the weighted average number of shares outstanding
between periods.
8
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION -
CB Commercial Holdings, Inc. ("CB Holdings") was organized to acquire Coldwell
Banker Commercial Group, Inc., and had no operations prior to the acquisition on
April 19, 1989. In 1991 Coldwell Banker Commercial Group, Inc. was renamed CB
Commercial Real Estate Group, Inc. CB Holdings is a holding company that
conducts its operations solely through CB Commercial and its subsidiaries
(collectively, the "Company").
The Company has significant annual interest expense related to the indebtedness
incurred in connection with the Acquisition. Prior to 1994 the Company also had
substantial noncash expenses associated with amortization and depreciation of
intangible assets and fixed assets arising from the allocation of the
Acquisition purchase price. This interest, amortization and depreciation
resulted in a substantial net operating loss carryforward, which can be used to
reduce the Company's federal and certain state income tax liabilities, if any,
over the next several years.
The Company's operations are directly affected by various national and local
economic conditions, including interest rates, the availability of credit to
finance commercial real estate transactions and the impact of tax laws. To
date, the Company does not believe that general inflation has had a material
impact upon its operations. Commissions and other variable costs related to
revenues are primarily affected by real estate market supply and demand versus
general inflation. In addition, the Company's revenues are seasonal, with
generally lower revenue in the first two calendar quarters and higher revenue in
the third and fourth quarters.
The effects of seasonality on revenues are accentuated with respect to operating
income due to non-variable cost components of the Company's operating expenses,
including office lease expenses, utilities and other general and administrative
costs. These non-variable costs are charged to expense as they are incurred
during the year. Accordingly, non-variable costs represent a greater percentage
of revenues during the first two quarters of each year.
On June 30, 1995, CB Commercial, through a general partnership ("WREAP") in
which it directly or indirectly owns all of the partnership interests, acquired
Westmark Realty Advisors L.L.C. ("Westmark"). Westmark is a realty advisory
business headquartered in Los Angeles. The purchase price consisted of an
aggregate initial purchase price of $37.5 million, plus $2.9 million in net
liabilities assumed and an additional $1 million in costs related to the
Westmark acquisition. Approximately $20 million of the $37.5 million is payable
to the sellers ("Westmark Senior Notes") over periods ranging from one to five
years. The sellers may also be entitled to a supplemental purchase price based
on the operating results of Westmark, payable over a period of six years and
subject to a maximum aggregate payment of $18 million. The supplemental
purchase price will be recorded as additional goodwill, if and when earned. As
of December 31, 1995, approximately $871,000 was earned and was paid to the
sellers on March 31, 1995. Approximately $17.5 million of the purchase price
was paid in cash using $7.5 million contributed to WREAP by CB Commercial and
$10 million of proceeds from a senior subordinated loan bearing interest at 20%
per annum issued to WREAP, which is nonrecourse to CB Commercial (except for a
portion of the interest payable). The interest is deferred until the Westmark
Senior Notes are paid or cash collateralized in full.
The acquisition was accounted for as a purchase. The Company allocated
approximately $6.9 million of the total purchase price of $41.4 million to
identifiable intangible assets acquired, consisting of asset management
contracts, employment agreements and trade name, and the remaining $34.5 million
was recorded as goodwill. The intangibles are being amortized over their
estimated useful lives or the lives of the underlying contracts, as applicable,
over periods ranging from five to ten years. Based on the nature of the
business, Westmark's market position, its workforce and other factors,
management estimates that the goodwill resulting from this acquisition has a
useful life of approximately thirty years and is being amortized on a straight
line basis over this period. Based upon future experience, this useful life may
be decreased. In that event, the charge for intangibles and goodwill would be
increased and earnings decreased.
On April 11, 1995, the Company also acquired certain assets of Langdon Rieder, a
tenant advisory business, for approximately $1.5 million in cash plus other
consideration. The purchase price has largely been allocated to intangibles and
goodwill, which is being amortized on a straight line basis over their useful
lives ranging from three to seven years.
9
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES (CONTINUED)
In 1996 the Company adopted Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," and Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." These statements did not have a material impact on the financial
statements.
RESULTS OF OPERATIONS -
QUARTER ENDED MARCH 31, 1996, COMPARED TO THE QUARTER ENDED MARCH 31, 1995
Revenues for the first quarter of 1996 were $113.1 million, up $12.7 million, or
12.7%, from the first quarter of 1995. Brokerage commissions increased $3.6
million, or 4.2%. Of this increase, sales commissions improved 14.6%, from $36
million to $41.3 million, but were offset slightly by a decrease in lease
commissions, from $47.7 million to $46 million, or 3.6%. Realty advisor
acquisition fees and asset management fees increased almost threefold, from $2.1
million to $8.2 million, primarily as a result of the Westmark acquisition.
Loan origination fees increased $1.2 million, or 103.2%. Management fees,
appraisal fees and brokerage consulting and referral fees increased 14.7%, 17.4%
and 13.7%, respectively.
Commissions, fees and other incentives are directly related to revenues since a
substantial majority of the sales force compensation is based on revenue.
However, realty advisor acquisition fees, which have increased significantly,
incur no commissions. After removing the effect of realty advisor fees, the
increase in commissions, fees, and other incentives over prior year is directly
attributable to the increasing revenues and has decreased slightly as a percent
of revenues, from 48.1% for the first quarter of 1995 to 47.8% for the first
quarter of 1996.
Operating and administrative expenses for the quarter totaled $55.1 million
compared to $48.5 million in 1995, an increase of 13.6%. Of this increase, $3.9
million was attributable to Westmark's operations. Operating and administrative
expenses as a percent of sales were lower during the first quarter of 1996 than
for the first quarter of 1995.
Interest expense (including amortization of deferred financing costs) for the
first quarter of 1996 was $5.8 million compared to $5.1 million for the first
quarter of 1995. This increase of $700,000, or 14.1%, resulted from the
addition of debt incurred with respect to the Westmark acquisition, offset in
part by reduced average borrowing levels on other Company indebtedness and a
general decline in interest rates.
Depreciation and amortization of intangible assets was $2.6 million for the
first quarter of 1996 compared to $1.9 million for the first quarter of 1995.
This increase of $700,000 resulted primarily from the Westmark acquisition.
The net result for the first quarter of 1996 was a loss of $591,000, compared to
a net loss of $2.4 million in the first quarter of 1995, an improvement of $1.8
million, or 76% over 1995.
LIQUIDITY AND CAPITAL RESOURCES -
During the first quarter of each year the Company has substantial cash
requirements to pay compensation and employee benefits associated with the
volume of business activity that occurs in the last days of December of the year
just ended and the payment of incentive compensation based on the preceding
year's operating results. In 1996 these payments, together with the regular
quarterly operating expenses, were provided from operating cash flow and cash
equivalents on hand at the beginning of the quarter together with a net
borrowing of $12 million under the Company's revolving credit facility. The
Company has no material obligations for capital expenditures.
The Company's revenues have continued to increase coincident with the return of
liquidity to the commercial real estate business. The Company believes,
therefore, that it will be in a position to satisfy its obligations with respect
to the Senior Term Loans and the Subordinated Term Loans, as well as other
working capital requirements from internally generated cash flow, although no
assurances can be given in this regard.
10
<PAGE>
CB COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K
None
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CB COMMERCIAL HOLDINGS, INC.
Date: May 14, 1996 /s/ Ronald J. Platisha
_________________________________
Ronald J. Platisha
Executive Vice President,
Principal Accounting Officer
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 16,124
<SECURITIES> 0
<RECEIVABLES> 32,443
<ALLOWANCES> 4,202
<INVENTORY> 0
<CURRENT-ASSETS> 49,854
<PP&E> 82,468
<DEPRECIATION> 38,944
<TOTAL-ASSETS> 181,313
<CURRENT-LIABILITIES> 64,658
<BONDS> 0
0
40
<COMMON> 95
<OTHER-SE> (153,481)
<TOTAL-LIABILITY-AND-EQUITY> 181,313
<SALES> 112,600
<TOTAL-REVENUES> 113,136
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 107,917
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,858
<INCOME-PRETAX> (639)
<INCOME-TAX> (48)
<INCOME-CONTINUING> (591)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (591)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
