<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 1999
---------------------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM _____________________ TO ____________________.
COMMISSION FILE NUMBER 0-18205
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OEC COMPRESSION CORPORATION
- -------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Oklahoma 73-1345732
- -------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2501 Cedar Springs Road, Suite 600, Dallas, Texas 75201
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
214-953-9560
- -------------------------------------------------------------------------------
(Issuer's telephone number)
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 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 on May 14,1999 - 28,986,711
Transitional Small Business Format (Check one): Yes ; No X
--- ---
<PAGE>
OEC COMPRESSION CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PART I
FINANCIAL INFORMATION:
Item 1 - Financial Statements
Consolidated Balance Sheets
March 31, 1999 and December 31, 1998...............................3
Consolidated Statements of Operations
Three Months Ended March 31, 1999 and 1998.........................4
Consolidated Statements of Cash Flows
Three Months Ended March 31, 1999 and 1998.........................5
Notes to Consolidated Financial Statements...........................7
Item 2 - Management's Discussion and Analysis of the
Consolidated Financial Statements..................................8
PART II
OTHER INFORMATION:
Item 6 - (a) Exhibits ..............................................12
Signatures .........................................................13
</TABLE>
2
<PAGE>
OEC COMPRESSION CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
---- ----
UNAUDITED
(in thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents .................................. $ 7 $ 7
Accounts receivable, less allowances for doubtful accounts
of $146 and $109 in 1999 and 1998, respectively .......... 2,664 3,309
Interest receivable - related party ........................ 36 30
Compressors and compressor parts inventory ................. 5,604 6,293
Other ...................................................... 187 300
--------- ---------
Total current assets .................................... 8,498 9,939
Property and equipment, net (Note 2) ......................... 96,875 94,592
Note receivable - related party .............................. 332 332
Goodwill and other intangibles, net of amortization of
$548 in 1999 and $409 in 1998 .............................. 1,971 2,057
Other assets, net ............................................ 1 1
--------- ---------
Total assets ............................................ $ 107,677 $ 106,921
========= =========
Current Liabilities:
Current portion of capital lease obligations ............... $ 277 $ 319
Accounts payable and accrued liabilities ................... 5,079 5,290
--------- ---------
Total current liabilities ............................... 5,356 5,609
Long-term debt ............................................... 60,067 58,829
Capital lease obligations .................................... 1,300 1,354
Deferred income taxes ........................................ 10,238 10,216
Other ........................................................ 89 89
--------- ---------
Total Liabilities ....................................... 77,050 76,097
Minority interest ............................................ 2,076 2,032
Stockholders' Equity:
Preferred stock, $1.00 par value, 1,000,000
shares authorized, none issued ............................ -- --
Common stock, $.01 par value, 60,000,000 shares
authorized, 29,171,211 shares issued and
28,986,711 and 29,162,044 shares outstanding in 1999
and 1998, respectively ............................... 291 291
Additional paid-in capital ................................. 31,841 31,841
Accumulated deficit ........................................ (3,313) (3,331)
Treasury stock, at cost (184,500 and 9,167 shares in 1999
and 1998, respectively) .................................. (268) (9)
--------- ---------
Total stockholders' equity ................................ 28,551 28,792
--------- ---------
Total Liabilities and Stockholders' Equity .............. $ 107,677 $ 106,921
========= =========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
3
<PAGE>
OEC COMPRESSION CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1999 1998
---- ----
(In thousands, except for per share amounts)
<S> <C> <C>
Revenues:
Compressor rentals and service fees $ 6,027 $ 5,243
Compressor sales and re-manufacturing 77 220
Oil & gas sales 700 670
--------- ---------
Total revenues 6,804 6,133
--------- ---------
Expenses:
Operating costs - compressors 2,559 2,040
Cost of compressor sales and re-manufacturing 28 233
Operating costs - oil and gas 227 224
Depreciation, depletion and amortization 1,657 1,401
General and administrative 1,026 794
--------- ---------
Total expenses 5,497 4,692
--------- ---------
Income from operations 1,307 1,441
--------- ---------
Other income (expense):
Gain on sale of assets 13 -
Interest income and other 34 30
Interest expense (1,270) (989)
Minority interest in results of oil and gas operations (44) (36)
--------- ---------
(1,267) (995)
--------- ---------
Income before income taxes
and extraordinary item 40 446
Income tax expense (22) (177)
--------- ---------
Net income before extraordinary item 18 269
--------- ---------
Extraordinary item:
Write off of unamortized debt issue costs
on debt retirement (net of $28 tax)
- (42)
--------- ---------
Net income $ 18 $ 227
======== ========
Basic and dilutive net income before
extraordinary item per common share $ .00 $ .01
======== ========
Extraordinary item $ .00 $ .00
======== ========
Basic and dilutive net income per common
share $ .00 $ .01
======== ========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
4
<PAGE>
OEC COMPRESSION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
---- ----
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................... $ 18 $ 227
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization ..................... 1,657 1,401
Deferred income taxes ........................................ 22 491
Minority interest in results of oil and gas operations ....... 44 36
Other ........................................................ 1 54
Changes in operating assets and liabilities:
Accounts and notes receivable ................................ 639 371
Compressor and compressor parts inventory .................... 729 (441)
Accounts payable and accrued liabilities ..................... (211) (1,081)
Other ........................................................ 113 (308)
----------- -----------
Net cash provided by operating activities .................. 3,012 750
----------- -----------
Cash flows from investing activities:
Acquisitions of compressor and other equipment ............... (4,093) (2,841)
Proceeds from disposition of compressor, other equipment
and oil and gas properties ................................. 55 5
Additions to oil and gas properties .......................... (48) (74)
Increase in goodwill and other assets ........................ (54) (10)
----------- -----------
Net cash used in investing activities ..................... (4,140) (2,920)
----------- -----------
Cash flows from financing activities:
Proceeds of long-term debt ................................... 1,625 4,884
Payments on long-term debt ................................... (401) (2,735)
Payments on capital lease obligations ........................ (96) (95)
Proceeds of stock issuance ................................... -- 45
Minority interest capital contributions ...................... -- 101
----------- -----------
Net cash provided by financing activities ................. 1,128 2,200
----------- -----------
Net increase in cash and cash equivalents ...................... -- 30
Cash and cash equivalents, beginning of period ................. 7 1
----------- -----------
Cash and cash equivalents, end of period ....................... $ 7 $ 31
=========== ===========
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
5
<PAGE>
OEC COMPRESSION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
UNAUDITED
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
1999 1998
---- ----
(In thousands)
<S> <C> <C>
Supplemental disclosure of cash flow information:
Interest paid ................................................... $ 1,408 $ 714
============ ============
Income taxes paid ............................................... $ -- $ --
============ ============
Non-Cash investing and financing activities:
Capital leases of compressor equipment .......................... $ -- $ 1,629
Contribution of oil and gas properties by minority interest
owner ......................................................... $ -- $ 362
Sale of aircraft in exchange for common stock .................. $ 259 $ --
</TABLE>
The accompanying notes are an integral part of the
consolidated financial statements.
6
<PAGE>
OEC COMPRESSION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
NOTE 1 ORGANIZATION AND BASIS OF PRESENTATION
OEC Compression Corporation, formerly Equity Compression Services
Corporation, formerly Hawkins Energy Corporation (the "Company") is engaged in
the leasing, contract management, outsourcing, re-manufacturing and direct sale
of gas compression equipment to operators of producing natural gas wells and gas
gathering systems and in the production of natural gas and oil. Its principal
geographical operating areas lie within the states of Alabama, Mississippi,
Louisiana, Oklahoma, Arkansas, Kansas, and Texas.
The consolidated financial statements include the accounts of the
Company, its wholly owned subsidiaries Ouachita Energy Corporation ("Ouachita"),
Equity Leasing Corporation, Sunterra Energy Corporation ("Sunterra") and its oil
and gas venture Sunterra Petroleum Company, L.L.C., ("Sunterra L.L.C."), which
was 73% owned at March 31, 1999. All intercompany transactions have been
eliminated.
In the opinion of the Company, the accompanying financial statements
contain all adjustments necessary (all of which are of a normal recurring
nature) to present fairly the financial position of OEC Compression Corporation
and its wholly owned subsidiaries as of March 31, 1999, and the results of its
operations and cash flows for the periods ended March 31, 1999 and 1998. Certain
prior year amounts have been reclassified to conform with the current year
presentation.
The financial statements should be read in conjunction with the
Company's Form 10-KSB for the year-ended December 31, 1998. The year-end
Consolidated Balance Sheet data was derived from audited financial statements,
but does not include all disclosures required by generally accepted accounting
principles.
NOTE 2 PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
DECEMBER 31, MARCH 31,
1999 1998
---- ----
(In thousands)
<S> <C> <C>
Land and building .............................................. $ 1,846 $ 1,846
Compressor equipment ........................................... 99,417 95,763
Oil and gas properties, on the full cost method ................ 39,497 39,401
Other equipment ................................................ 3,904 3,871
----------- -----------
144,664 140,881
Less accumulated depreciation, depletion and amortization ...... 47,789 46,289
----------- -----------
Net property and equipment ..................................... $ 96,875 $ 94,592
=========== ===========
</TABLE>
NOTE 3 TRANSACTIONS WITH RELATED PARTIES
The Company transacts business with certain companies, which are
directly controlled by members of the Company's Board of Directors and
employees. The terms of these transactions are equivalent to the terms of
transactions conducted with non-related parties.
NOTE 4 COMMITMENTS
The Company leases compressor equipment under contracts with terms
ranging from month to month to five years. The future revenues to be received
under contracts at March 31, 1999 are $5.1 million, $4.0 million, $1.2 million,
$339,000, $234,000 and $8,000 in 1999, 2000, 2001, 2002, 2003 and 2004,
respectively.
7
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 EARNINGS PER SHARE
Earnings per share (EPS) is computed based on the weighted average
number of shares of common stock outstanding during the period.
The following is a reconciliation of basic and dilutive EPS computations:
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31,
1999 1998
<S> <C> <C>
Basic:
Net income $ 18 $ 227
Common stock 29,146 29,130
--------- ---------
Basic EPS $ .00 $ .01
========= =========
Effect of dilutive securities:
Warrants 1,067 4,967
Common stock options 82 523
--------- ---------
1,149 5,490
Dilutive:
Net income $ 18 $ 227
Common stock and dilutive securities 30,295 34,620
--------- ---------
Dilutive EPS $ .00 $ .01
========= =========
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is Management's discussion and analysis of certain
significant factors which have affected the Company's earnings and financial
condition during the periods included in the accompanying Consolidated Balance
Sheets, Statements of Operations and Cash Flows.
Certain matters discussed in this Report on Form 10-Q are
"forward-looking statements" intended to qualify for the safe harbors from
liability established by the Private Securities Litigation Reform Act of 1995.
These forward-looking statements can generally be identified as such because the
context of the statement will include words such as the Company "believes",
"anticipates", "expects", "estimates" or words of similar import. Similarly,
statements that describe the Company's future plans, objectives or goals are
also forward-looking statements. Such forward-looking statements are subject to
certain risks and uncertainties which could cause actual results to differ
materially from those anticipated as of the date of this report. The risks and
uncertainties include (1) the loss of market share through competition, (2) a
prolonged substantial reduction in natural gas prices which would cause a
decline in the demand for the Company's compression and oil and gas production
equipment, (3) the introduction of competing technologies by other companies,
(4) new governmental safety, health and environmental regulations which could
require significant capital expenditures by the Company and (5) changes in
economics in the markets in which the Company operates. The forward-looking
statements included herein are only made as of the date of this report and the
Company undertakes no obligation to publicly update such forward-looking
statements to reflect subsequent events or circumstances.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
FIRST QUARTER 1999 VERSUS FIRST QUARTER 1998
In the first quarter of 1999, the Company had net income of $18,000
compared to net income of $227,000 for the first quarter of 1998. The Company's
income from operations decreased 9% for the three months ended March 31, 1999
when compared to the same period in 1998.
The decrease in earnings can be attributed to expense increases related
to the Company's growth of its compressor fleet and expansion into new
geographical regions. During 1998, while many of our customers were experiencing
unfavorable market conditions, the Company acquired working and idle compression
equipment, at favorable market prices, with the full expectation of future
deployment. The Company has positioned itself to service its customers as market
conditions improve. The natural lag between purchase of equipment and contract
revenue generation has contributed to the Company's decrease in earnings.
Compressor rentals and contract revenues increased 15% for the three
months ended March 31, 1999 when compared to the same period in 1998. This
improvement is due to internal growth resulting from an increase in the number
of compression units deployed on rental-with-maintenance and contract
compression jobs. The sources of this growth are deployment of the existing
fleet, acquisitions of equipment in the open market and acquisitions of working
compression equipment.
Compressor operating costs incurred on rental and contract units
increased 25% for the three months ended March 31, 1999 when compared to the
same period in 1998, due to the increased horsepower on lease. Compressor
operating cost growth exceeds revenue growth principally due to incremental
start-up costs associated with installing additional equipment and the
deployment of equipment into new areas.
Compressor sales and re-manufacturing revenues decreased 65% for the
three months ended March 31, 1999 as compared to the same period in 1998, due to
the Company's focusing its field and shop employees on maintaining and enhancing
the rental/contract compressor fleet.
During the first quarter of 1999, the Company's natural gas production
increased 34% and oil production decreased by 9,400 Bbls compared to the quarter
ended March 31, 1998. This net increase in production volume resulted in a oil
and gas revenue increase of 4% for the first quarter ended March 31, 1999
compared to the quarter ended March 31, 1998 and is primarily due to an
acquisition of producing properties on December 1, 1998. The average price of
natural gas received by the Company increased 6% from $1.99 per Mcf in 1998 to
$2.10 at March 31, 1999. The average price per Bbl of oil decreased from $15.00
during the quarter ended March 31, 1998 to $10.95 for the same period in 1999.
Oil and gas operating costs remained relatively constant during the first
quarter 1999 compared to the same period in 1998.
Total depreciation, depletion and amortization expense increased 18%
for the three months ended March 31, 1999, when compared to the same period in
1998. Depreciation for the compressor operations increased 10% for three months
ended March 31, 1999 compared to the quarter ended March 31, 1998, due to an
increase in the number of deployed compressor units and additions of other
assets. Amortization expense for the compressor operations increased 228% for
the three months ended March 31, 1999 when compared to the first quarter of
1998. This increase is attributable to debt issue costs related to the Company's
senior bank credit facility established in March, 1998 and a Settlement
Agreement between the Company, a current Director of the Company and certain
other parties. Depletion, depreciation and amortization of the composite cost of
evaluated oil and gas properties is computed on the units-of-production method
based on proved reserves. The first quarter 1999 expense related to oil and gas
properties is 26% higher when compared to the same period in 1998 due to higher
volumes produced.
General and administrative expense increased 29% for the period ended
March 31, 1999 when compared to the same period in 1998 due to expenses
associated with the Company's increased level of operations. In addition,
general and administrative expense was negatively impacted due to a
9
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
reclassification of direct payroll expense to general and administrative expense
at year-end 1997, which was subsequently reversed in the first quarter of 1998.
Interest expense increased 28% for the three months ended March 31,
1999 when compared to the same period in 1998, due to increased debt balances
to finance the growth in the compressor fleet.
Unamortized debt issue cost of approximately $70,000 associated with a
prior credit facility was expensed in the first quarter of 1998 as an
extraordinary item.
YEAR 2000
The Company has prepared a Year 2000 Plan and has formed a committee
to implement this plan. The committee has reviewed all Company hardware,
software and embedded systems for Year 2000 compliance. As part of the review,
the Company tested all critical compressor equipment and systems to the extent
possible. The Company incurred no material costs in testing its internal
compressor equipment and systems. The Company will send letters to significant
vendors, customers and other third-party providers to ascertain compliance on
the part of those outside parties for which non-compliance would significantly
affect the Company's operations. In the event the Company determines a
third-party to be non-compliant and believes such non-compliance to be a
significant risk, the Company will develop a contingency plan for each such
third-party. At March 31, 1999 the committee was approximately 30% complete with
regard to implementing the Company's Year 2000 plan with regard to
third-parties. The Company anticipates that the plan will be completed by
September 30, 1999. The Company expects that implementation of its Year 2000
Plan as described herein will ensure that the Year 2000 issue will have no
material impact on the Company's operating efficiency.
FINANCIAL CONDITION AND LIQUIDITY
The Company maintains a $40 million senior bank credit facility. The
initial maximum commitment is $40 million, which can be expanded to $60 million
with the future addition of other participating financial institutions. The
facility is a borrowing base revolver effective March, 2000, converting to a
three year term loan with a seven year principal amortization. The credit
facility is collateralized by substantially all of the assets of the Company
with the exception of the Company's oil and gas properties, which have been
pledged on Sunterra L.L.C.'s bank credit facility. The current borrowing base is
$46.8 million; however; borrowings are limited to the current $40 million
commitment until such time as the Company's existing bank increases the
commitment or additional banks participate in the credit facility. At May 14,
1999, the Company had borrowed up to its initial maximum commitment of $40
million. The Company is currently in discussions with additional banks on
participating in the $60 million credit facility.
Sunterra L.L.C. maintains a $10 million bank revolving credit facility
with borrowings limited to a borrowing base determined on the value of the
underlying oil and gas reserves. In December 1999, the revolver converts to a
four-year term loan. The credit facility is collateralized by Sunterra L.L.C.'s
oil and gas properties. At May 14, 1999 the borrowing base was approximately
$4.3 million of which approximately $2.7 million is available.
Covenants related to the debt agreements include the maintenance
of specified levels of working capital, tangible net worth and debt service
ratio, as defined by the agreements. Additionally, the agreements prohibit the
payment of dividends and place limitations on the repurchase of shares of the
Company's stock and the incurrence of new borrowings. During the first quarter
1999, the Company was not in compliance with certain financial covenants in two
of its credit facilities. The non-compliance was waived by the lending
institutions.
The Company relies primarily on the collection of revenues associated
with rental-with-maintenance and contract compression contracts to fund the
Company's working capital and capital expenditure needs. Borrowings from the
Company's senior credit facility are used primarily to finance the growth of the
Company. The coordination of the cash flow from operations and borrowings from
the
10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
senior credit facility allows the Company to optimize its cash flow. This cash
management strategy creates a cash deficit for financial reporting purposes
resulting from outstanding checks. This cash deficit is necessary to maximize
the Company's cash flow efficiently and in no way impairs the Company's ability
to fund its daily operations. The cash deficit is included in the Company's
Balance Sheet in the Current Liabilities section under the caption accounts
payable and accrued liabilities. At March 31, 1999, the Company had outstanding
checks in excess of its cash balance of approximately $139,000.
Net cash provided by operating activities increased to $3.0 million in
1999 from net cash provided by operations of $750,000 in 1998 due to increases
in compressor rentals and service fees and increases in compressor and
compressor parts inventory. Net cash used in investing activities increased to
$4.1 million in 1999 from $2.9 million in 1998 primarily due to additions to the
compressor fleet. Net cash provided by financing activities decreased to $1.1
million in 1999 from $2.2 million in 1998 due to decreased borrowings of
long-term debt. At March 31, 1999, the Company had current assets of $8.5
million and current liabilities of $5.4 million. The Company anticipates that
1999 cash flow from operations, as well as the Company's senior bank credit
facility will be sufficient to fund the Company's working capital and capital
expenditure needs.
11
<PAGE>
PART II
OTHER INFORMATION
ITEM 6. EXHIBITS
(a) Exhibits:
<TABLE>
Exhibit
No. Description
-- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
12
<PAGE>
SIGNATURES
Pursuant to the requirements of Sections 13 of 15(d) 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.
OEC COMPRESSION CORPORATION
DATE: May 14, 1999 By: /s/ Matthew S. Ramsey
----------------------------------------
MATTHEW S. RAMSEY
President and Chief Executive Officer
DATE: May 14, 1999 By: /s/ Jack D. Brannon
----------------------------------------
JACK D. BRANNON
Senior Vice President and Chief Financial
Officer
13
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
27 Financial Data Schedule
</TABLE>
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 7
<SECURITIES> 0
<RECEIVABLES> 2,846
<ALLOWANCES> 146
<INVENTORY> 5,604
<CURRENT-ASSETS> 8,498
<PP&E> 144,664
<DEPRECIATION> 47,789
<TOTAL-ASSETS> 107,677
<CURRENT-LIABILITIES> 5,356
<BONDS> 60,067
0
0
<COMMON> 291
<OTHER-SE> 28,260
<TOTAL-LIABILITY-AND-EQUITY> 107,677
<SALES> 6,804
<TOTAL-REVENUES> 6,804
<CGS> 2,814
<TOTAL-COSTS> 2,683
<OTHER-EXPENSES> 44
<LOSS-PROVISION> 36
<INTEREST-EXPENSE> 1,270
<INCOME-PRETAX> 40
<INCOME-TAX> 22
<INCOME-CONTINUING> 18
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 18
<EPS-PRIMARY> .00
<EPS-DILUTED> .00
</TABLE>
