<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 JUNE 30, 1997
/ / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-21229
----------------------------------
STERICYCLE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3640402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1419 LAKE COOK ROAD, SUITE 410, DEERFIELD, ILLINOIS 60015
(Address of principal executive offices)
(847) 945-6550
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
by Section 13 or 15(d) of the Securities Exchange Act 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. /X/ Yes / / No
As of July 31, 1997, there were 10,368,619 shares of the Registrant's
Common Stock outstanding.
<PAGE>
STERICYCLE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
Page
PART I -- FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements of Stericycle Inc.
and Subsidiaries
Condensed Consolidated Balance Sheets
June 30, 1997 and December 31, 1996. . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations
Three months ended June 30, 1997 and 1996
Six months ended June 30, 1997 and 1996. . . . . . . . . . . . 4
Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 1997 and 1996. . . . . . . . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . . 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . . . . . . . 8
PART II -- OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 12
<PAGE>
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
JUNE 30,
1997 DECEMBER 31,
(UNAUDITED) 1996
----------- ----------
(IN THOUSANDS)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $8,785 $11,950
Short-term investments 2,335 5,799
Accounts receivable, less allowance for doubtful
accounts of $222 in 1997 and $178 in 1996 10,260 4,756
Parts and supplies 234 360
Prepaid expenses 328 426
Other 547 490
----------- ----------
Total current assets 22,489 23,781
----------- ----------
Property, plant and equipment:
Land 90 90
Buildings and improvements 5,607 5,598
Machinery and equipment 10,810 10,702
Office equipment and furniture 612 463
Construction in progress 598 362
----------- ----------
17,717 17,215
Less accumulated depreciation (6,196) (5,208)
----------- ----------
Property, plant and equipment, net 11,521 12,007
----------- ----------
Other assets:
Goodwill, less accumulated amortization of $1,247
in 1997 and $807 in 1996 27,324 18,834
Other 515 533
----------- ----------
Total other assets 27,839 19,367
----------- ----------
Total assets $61,849 $55,155
----------- ----------
----------- ----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Current portion of long term debt $2,649 $3,215
Accounts payable 1,846 1,510
Accrued liabilities 7,248 3,769
Deferred revenue 586 670
----------- ----------
Total current liabilities 12,329 9,164
----------- ----------
Long-term debt:
Industrial development revenue bonds and other 1,647 1,986
Notes payable 3,867 2,605
----------- ----------
Total long term debt 5,514 4,591
Other liabilities 1,324 1,386
Shareholders' Equity:
Common stock (par value $.01 per share, 30,000,000
shares authorized, 10,313,230 issued and outstanding
in 1997, 10,000,264 issued and outstanding in 1996) 103 100
Additional paid-in capital 81,788 79,405
Accumulated deficit (39,209) (39,491)
----------- ----------
Total shareholders' equity 42,682 40,014
----------- ----------
Total liabilities and shareholders' equity $61,849 $55,155
----------- ----------
----------- ----------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended For the six months ended
June 30, June 30,
-------------------------- -------------------------
1997 1996 1997 1996
------ ------ ------ ------
<S> <C> <C> <C> <C>
Revenues $10,937 $6,039 $20,816 $11,616
Costs and expenses:
Cost of revenues 8,195 4,852 16,106 9,189
Selling, general and administrative 2,636 1,811 4,603 3,315
---------- --------- ---------- ---------
Total costs and expenses 10,831 6,663 20,709 12,504
---------- --------- ---------- ---------
Income (loss) from operations 106 (624) 107 (888)
Other income (expense)
Interest income 171 - 398 -
Interest expense (92) (123) (216) (206)
---------- --------- ---------- ---------
Total other income (expense) 79 (123) 182 (206)
---------- --------- ---------- ---------
Income (loss) before income taxes 185 (747) 289 (1,094)
Income tax expense 5 - 7 -
---------- --------- ---------- ---------
Net income (loss) $180 ($747) $282 ($1,094)
---------- --------- ---------- ---------
---------- --------- ---------- ---------
Net income (loss) per common share $0.02 ($0.10) $0.03 ($0.16)
---------- --------- ---------- ---------
---------- --------- ---------- ---------
Weighted average number of common
shares outstanding 10,590,769 7,417,107 10,554,140 6,997,197
---------- --------- ---------- ---------
---------- --------- ---------- ---------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS
ENDED JUNE 30,
------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income (loss) $ 282 $(1,094)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation and amortization 1,426 976
Change in operating assets and liabilities, net
of effect of acquisitions:
Accounts receivable (4,293) (319)
Parts and supplies 126 47
Prepaid expenses 98 (49)
Other assets 35 6
Accounts payable - (430)
Accrued liabilities 2,092 600
Deferred revenue (146) (12)
------- ------
Net cash used in operating activities (380) (275)
------- ------
INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired (4,583) (1,068)
Proceeds from maturity of short-term investments 5,799 -
Purchases of short-term investments (2,335) -
Capital expenditures (702) (235)
------- ------
Net cash used in investing activities (1,821) (1,303)
------- ------
FINANCING ACTIVITIES:
Net proceeds from note payable to bank - 490
Repayment of long term debt (838) (264)
Principal payments on capital lease obligations (150) (177)
Principal payments on notes receivable for common
stock purchases 4 -
Proceeds from bridge loan - 1,000
Proceeds from issuance of common stock 20 431
------- ------
Net cash (used in) provided by financing activities (964) 1,480
------- ------
Net decrease in cash and cash equivalents (3,165) (98)
Cash and cash equivalents at beginning of period 11,950 138
------- ------
Cash and cash equivalents at end of period $8,785 $40
------- ------
------- ------
Supplementary disclosure of cash flow information:
Acquisition of machinery and equipment
financed with a capital lease $ - $ 364
------- ------
------- ------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual consolidated financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations; but the Company believes that the
disclosures in the accompanying condensed consolidated financial statements
are adequate to make the information presented not misleading. In the opinion
of management, all adjustments necessary for a fair presentation for the
periods presented have been reflected and are of a normal recurring nature.
These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for
the three years ended December 31, 1996. The results of operations for the
six months period ended June 30, 1997 are not necessarily indicative of the
results that may be achieved for the entire year ending December 31, 1997.
NOTE 2. NET INCOME (LOSS) PER COMMON SHARE
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings per Share," which is required to be adopted on
December 31, 1997. At that time, the Company will be required to change the
method currently used to compute net income (loss) per common share, and to
restate all prior periods. Under the new requirements for calculating
primary net income (loss) per common share, the dilutive effect of stock
options will be excluded. The impact of Statement No. 128 on the calculation
of primary and fully diluted net income (loss) per common share for the
six-month periods ended June 30, 1997 and 1996 is not expected to be material.
NOTE 3. ACQUISITIONS
In May 1997, the Company announced the acquisition of Environmental
Control Co., Inc. ("ECCO"), one of the leading medical waste companies in the
New York City market. The Company paid $4.2 million in cash, issued 125,000
shares of stock, assumed debt on vehicles and issued a 10-year promissory
note for the balance of the purchase price. The ECCO purchase price is
subject to downward adjustments to reflect uncollectible acquired accounts
receivable, additional outstanding obligations not reflected in the purchase
price at closing, and the extent to which ECCO's revenues during the one-year
period following closing are less than a specified amount. The transaction
was accounted for using the purchase method of accounting. The results of
operations of the acquired business are included in the condensed
consolidated statements of operations from the date of acquisition.
During the quarter ended June 30, 1997, adjustments were made to the
value of vehicles purchased and the purchase price in connection with the
December 1996 acquisition of the major portion of the medical waste business
of Waste Management, Inc ("WMI"). The purchase price was decreased by
$756,000 as
<PAGE>
specified in the agreement, and the goodwill and note payable were adjusted
accordingly. The Company finalized its estimate of the value of vehicles
purchased and reduced its March 31, 1997 estimate of $1,200,000 to $899,000.
The related note payable was adjusted accordingly.
In June 1997, the Company purchased the customer list and certain other
assets of the WMI's regulated medical waste business in Wisconsin ("WMX-WI").
In July 1997, the Company announced the purchase of the customer lists and
certain other assets of the regulated medical waste business of Regional
Carting, Inc. and Rumpke Container Service, Inc., in New Jersey and Ohio,
respectively. Combined annual revenues are estimated to be $2,300,000 for
these three companies. The purchase price for these three acquisitions was
comprised of a combination of cash, promissory notes and shares of common
stock of the Company.
NOTE 4. STOCK OPTIONS
During the quarter ended June 30, 1997, options to purchase common stock
totaling 100,500 shares were granted to key employees. These options will
vest ratably over a five year period and have an exercise price of $8.00 per
share. The grant of options was made under the Company's 1997 Stock Option
Plan, which authorized the grant of options for a total of 1,500,000 shares
of the Company's common stock. The 1997 Stock Option Plan was approved by the
Company's stockholders in April 1997.
NOTE 5. STOCK ISSUANCES
During the quarter ended June 30, 1997, options to purchase 30,254
shares of common stock were exercised at a price of $0.53 per share, and the
Company issued 275,000 shares of common stock in connection with certain
acquisitions.
NOTE 6. INCOME TAXES
The Company has generated historical net operating losses for income tax
purposes. Any benefit resulting from these net operating losses has been
offset by a valuation allowance. As the Company generates future taxable
income, it expects to incur alternative minimum taxes and income taxes in
states where the Company has no offsetting net operating losses.
<PAGE>
PART I -- FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The Company provides regulated medical waste collection, transportation,
treatment, disposal, reduction, reuse and recycling services to its
customers, together with related training and education programs and
consulting services. The Company also sells ancillary supplies and in
selected geographic service areas transports pharmaceuticals, photographic
chemicals, lead foil and amalgam for recycling.
THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996
REVENUES. Revenues increased $4,898,000, or 81.1%, to $10,937,000
during the three months ended June 30, 1997 from $6,039,000 during the
comparable period in 1996 as the Company continued to implement its strategy
of focusing on sales to higher-margin alternate care generators while
simultaneously paring certain higher-revenue but lower-margin accounts with
core generators. This increase also reflects the inclusion of approximately
$4.6 million in revenues from the Environmental Control Company, Inc.
("ECCO") acquisition, which was completed in May 1997, the acquisition of the
major portion of the regulated medical waste business of Waste Management,
Inc. ("WMI"), which was completed in December 1996, and the acquisition of
WMI's regulated medical waste management business in Wisconsin ("WMI-WI"),
which was completed in June 1997.
COST OF REVENUES. Cost of revenues increased $3,343,000, or 68.9%, to
$8,195,000 during the three months ended June 30, 1997 from $4,852,000 during
the comparable period in 1996. The principal reasons for the increase was the
higher processing and transportation costs as a result of the ECCO, WMI and
WMI-WI acquisitions. Cost of revenues as a percentage of revenues decreased
to 74.9% during the three months ended June 30, 1997 from 80.3% during the
comparable period in 1996 due to further integration of the new acquisitions
and productivity improvements.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $2,636,000 for the three months ended
June 30, 1997 as compared to $1,811,000 for the comparable period in 1996 due
to the WMI and ECCO acquisitions and the continued strengthening of the
Company's sales and administrative organizations. Selling, general and
administrative expenses as a percentage of revenues decreased to 24.1% during
the three months ended June 30, 1997 from 30.0% during the comparable period
in 1996 primarily due to the improved use of existing resources to support
the WMI acquisition.
INTEREST EXPENSE AND INTEREST INCOME. Interest expense decreased to
$92,000
<PAGE>
during the three months ended June 30, 1997 from $123,000 during the
comparable period in 1996 primarily due to the adjustment in the note payable
associated with the WMI acquisition and lower loan balances outstanding and
lower interest rates. Interest income increased to $171,000 during the
three months ended June 30, 1997 primarily due to the investment of the
proceeds from the Company's initial public offering ("IPO") in August 1996.
INCOME TAX EXPENSE. The effective tax rate of 2.7% for the three months
ended June 30, 1997 reflects the utilization of the Company's net operating
losses for income tax purposes, offset by alternative minimum taxes, and
state income taxes in states where the Company has no offsetting net
operating losses.
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996
REVENUES. Revenues increased $9,200,000, or 79.2%, to $20,816,000
during the six months ended June 30, 1997 from $11,616,000 during the
comparable period in 1996 as the Company continued to focus on sales to
higher-margin alternate care generators. This increase also reflects $8.7
million of revenues from the inclusion of the WMI, ECCO and WMI-WI
acquisitions and two smaller acquisitions completed in May 1996.
COST OF REVENUES. Cost of revenues increased $6,917,000, or 75.3%, to
$16,106,000 during the six months ended June 30, 1997 from $9,189,000 during
the comparable period in 1996. The principal reasons for the increase were
higher processing and transportation costs as a result of the WMI and ECCO
acquisitions. Cost of revenues as a percentage of revenues decreased to
77.4% during the six months ended June 30, 1997 from 79.1% during the
comparable period in 1996.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased to $4,603,000 for the six months ended June
30, 1997 as compared to $3,315,000 for the comparable period in 1996.
Selling, general and administrative expenses as a percentage of revenues
decreased to 22.1% during the six months ended June 30, 1997 from 28.5%
during the comparable period in 1996, primarily due to the improved use of
existing resources to support the WMI acquisition.
INTEREST EXPENSE AND INTEREST INCOME. Interest expense increased to
$216,000 during the six months ended June 30, 1997 from $206,000 during the
comparable period in 1996. This increase was primarily attributable to notes
payable issued in connection with the WMI and ECCO acquisitions. Interest
income increased to $398,000 during the six months ended June 30, 1997 from a
negligible amount during the comparable period in 1996, primarily due to the
investment of the proceeds from the Company's IPO in August 1996.
INCOME TAX EXPENSE. The effective tax rate of 2.4% for the six months
ended June 30, 1997 reflects the utilization of the Company's net operating
losses for income tax purposes, offset by alternative minimum taxes, and
state income taxes in states where the Company has no offsetting net
operating losses.
LIQUIDITY AND CAPITAL RESOURCES
The Company has been financed principally through the sale of stock to
investors. Prior to the Company's IPO, purchasers of stock invested more than
$50,137,000 in capital which has been used to fund research and development,
acquisitions, capital expenditures, ongoing operating losses and working
capital requirements. The Company's IPO in August 1996 raised $31,050,000,
excluding
<PAGE>
offering costs, which has been used primarily to fund acquisitions. The
Company has also been able to secure plant and equipment leasing or financing
in connection with some of its facilities. These debt facilities are secured
by security interests in the financed assets. In addition, the Company has
available through October 31, 1997 a $2,500,000 revolving line of credit
secured by accounts receivable and a secured interest in all other assets of
the Company.
At June 30, 1997, the Company's working capital was $10,160,000 compared
to a working capital deficiency of $(3,032,000) at June 30, 1996. The
improvement is primarily due to higher cash balances and receivables
partially offset by higher accrued liabilities as compared to the prior year.
Capital expenditures were $702,000 for the six months ended June 30,
1997, compared to $235,000 for the same period in 1996. The Company did not
open any new treatment facilities during 1996 or 1997. The Company may decide
to build additional treatment facilities or to increase capacity in its
existing treatment facilities, which would require additional capital
expenditures. In addition, capital requirements for transportation equipment
will continue to increase as the Company grows. The amount and level of these
expenditures cannot currently be determined as they will depend upon the
nature and extent of the Company's growth and acquisition opportunities. The
Company currently believes that its cash, cash equivalents and short-term
investments and cash flow from operations will fund its working capital and
capital expenditure requirements through 1997.
Net cash used in operations increased to $380,000 during the six months
ended June 30, 1997 from $275,000 for the comparable period in 1996. The
increased cash usage primarily reflects an increase in accounts receivable
due to the integration of customers acquired in the WMI and ECCO
acquisitions, offset by the Company's improved profitability.
Net cash used in investing activities increased to $1,821,000 for the
six months ended June 30, 1997 from $1,303,000 for the comparable period in
1996. The increase is primarily attributable to the ECCO acquisition, which
has been offset by a net reduction in short-term investments.
Net cash used in financing activities was $964,000 during the six months
ended June 30, 1997. Net cash provided by financing activities was
$1,480,000 for the comparable period in 1996. In 1996, the Company generated
proceeds from borrowings on the Company's revolving line of credit, a bridge
loan from certain shareholders, directors and officers, and the exercise of
stock options. In 1997, the Company paid off $661,000 of notes payable
assumed in the ECCO acquisition.
FROM TIME TO TIME THE COMPANY ISSUES FORWARD-LOOKING STATEMENTS RELATING
TO SUCH THINGS AS ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS,
ACQUISTION ACTIVITIES AND SIMILAR MATTERS.
<PAGE>
A VARIETY OF FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS AND
EXPERIENCE TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS OR OTHER
EXPECTATIONS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THE RISKS
AND UNCERTAINTIES THAT MAY AFFECT THE COMPANY'S BUSINESS, FINANCIAL CONDITION
AND RESULTS OF OPERATION INCLUDE DIFFICULTIES AND DELAYS IN COMPLETING AND
INTEGRATING BUSINESS ACQUISITIONS; DELAYS AND DIVERSION OF ATTENTION RELATING TO
PERMITTING AND OTHER REGULATORY COMPLIANCE; DIFFICULTIES AND DELAYS RELATING TO
MARKETING AND SALES ACTIVITIES; AND GENERAL UNCERTAINTIES ACCOMPANYING THE
EXPANSION INTO NEW GEOGRAPHIC SERVICE AREAS.
<PAGE>
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed with this Report:
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(b) Reports on Form 8-K
Pursuant to Item 2 of Form 8-K, on June 5, 1997, the Company filed a
Current Report on Form 8-K, dated May 21, 1997, in connection with its
acquisition of all of the outstanding stock of Environmental Control Company,
Inc.
<PAGE>
SIGNATURE
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.
Date: August 14, 1997
STERICYCLE, INC.
By: /s/ Frank J.M. ten Brink
----------------------------
Frank J.M. ten Brink
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
<PAGE>
EXHIBIT 11
STERICYCLE, INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30, ended June 30,
-------------------- --------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Weighted average common shares.......... 10,142,056 6,695,229 10,071,610 6,155,940
Assumed conversion of Safeway note...... 0 98,001 0 98,001
Net effect of dilutive stock options
and warrants based on the treasury
stock method using the mid-point of
the offering price of $9.00 per share
until the initial public offering on
August 23, 1996........................ 0 623,877 0 743,256
Common stock issuable upon assumed
conversion of stock options and
warrants............................... 448,713 0 482,530 0
---------- --------- ---------- ---------
Total 10,590,769 7,417,107 10,554,140 6,997,197
---------- --------- ---------- ---------
---------- --------- ---------- ---------
Net income (loss) $180 ($747) $282 ($1,094)
---------- --------- ---------- ---------
---------- --------- ---------- ---------
Per share amount $0.02 ($0.10) $0.03 ($0.16)
---------- --------- ---------- ---------
---------- --------- ---------- ---------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1997
<CASH> 8,785
<SECURITIES> 2,335
<RECEIVABLES> 10,482
<ALLOWANCES> 222
<INVENTORY> 0
<CURRENT-ASSETS> 22,489
<PP&E> 17,717
<DEPRECIATION> 6,196
<TOTAL-ASSETS> 61,849
<CURRENT-LIABILITIES> 12,329
<BONDS> 5,514
0
0
<COMMON> 103
<OTHER-SE> 42,579
<TOTAL-LIABILITY-AND-EQUITY> 61,849
<SALES> 0
<TOTAL-REVENUES> 10,937
<CGS> 0
<TOTAL-COSTS> 10,831
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 9
<INTEREST-EXPENSE> 92
<INCOME-PRETAX> 185
<INCOME-TAX> 5
<INCOME-CONTINUING> 180
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 180
<EPS-PRIMARY> 0.02
<EPS-DILUTED> 0.02
</TABLE>
