UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30,1996
Commission File Number: 0-24768
INTERNATIONAL NURSING SERVICES INC.
(Exact name of registrant as specified in its charter)
Colorado 84-1123311
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
360 South Garfield St. Suite 400, Denver, CO 80209
(Address of principal executive offices) (Zip Code)
(303) 393-1515
(Registrant's telephone number, including area code)
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. [X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of November 11, 1996.
Common Stock, $0.001 par value 5,190,181
Class Number of Shares
INTERNATIONAL NURSING SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
<S> <C> <C>
Assets
Current Assets
Cash $ 128,000 $ 19,000
Accounts receivable, net 3,886,000 2,098,000
Subscriptions receivable - 300,000
Other current assets 10,000 20,000
Total current assets 4,024,000 2,437,000
Property and equipment, net 342,000 282,000
Other Assets
Intangible assets, net 4,311,000 1,553,000
Total assets $ 8,677,000 $ 4,272,000
Liabilities and Stockholders' Equity
Current liabilities
Checks written in excess of book balance $ - $ 244,000
Accounts payable 640,000 520,000
Accrued expenses 644,000 613,000
Current portion of debt 120,000 651,000
Current portion of capital lease obligation 49,000 30,000
Advances under financing agreement 2,656,000 1,178,000
Total current liabilities 4,109,000 3,236,000
Long-term debt
Long-term portion of capital lease 63,000 60,000
Long-term portion of debt - 200,000
Stockholders' equity
Preferred stock, 12% cumulative convertible,
$1.00 par value, 2,500,000 shares authorized,
469,900 issued and - 470,000
outstanding
Preferred stock, 10% cumulative
convertible, $10,000 par value, 488
shares authorized, 244 issued and 2,440,000 -
outstanding
Common stock, $.001 par value; 15,000,000
shares authorized, 4,629,411 and
2,894,773 issued and outstanding at
September 30, 1996 and December 31, 1995,
respectively 5,000 3,000
Dividends payable with common stock - 441,000
Additional paid-in capital 7,797,000 5,879,000
Accumulated deficit (5,737,000) (6,017,000)
Total stockholders' equity 4,505,000 776,000
Total liabilities and stockholders' $ 8,677,000 $ 4,272,000
equity
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL NURSING SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net revenues $ 3,819,000 $ 2,929,000 $ 10,399,000 $ 10,052,000
Direct costs of services 2,906,000 2,228,000 8,013,000 7,751,000
Gross Margin 913,000 701,000 2,648,000 2,039,000
Selling, general and
administrative expenses 901,000 738,000 2,374,000 2,720,000
Net income (loss) from
operations 12,000 (37,000) 274,000 (681,000)
Interest expense, net (134,000) (116,000) (391,000) (441,000)
Net income (loss) (122,000) (153,000) (117,000) (1,122,000)
Preferred stock dividends (44,000) (147,000) 397,000 (578,000)
Net income (loss)
applicable to common
shareholders $ (166,000) $ 300,000 $ 280,000 $ (1,700,000)
Net income (loss) per
common share $ (0.02) $ (0.22) $ 0.04 $ (1.25)
Weighted average shares 8,395,951 1,363,779 7,146,959 1,363,779
outstanding
</TABLE>
The accompanying notes to financial statements
are an integral part of these consolidated statements
INTERNATIONAL NURSING SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION> For the Nine Months Ended
September 30,
1996 1995
<S> <C> <C>
CASH FLOWS FROM (USED IN) OPERATING
ACTIVITIES
Net loss $ (117,000 $ (1,122,000) 00)
Adjustments to reconcile net loss to net
cash flows from (used in) operating
activities-
Depreciation and amortization 293,000 173,000
Net changes in current assets and
current liabilities (1,185,000)
Net cash flows from (used in)
operating activities (1,009,000) 1,269,0000)
CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of property and equipment
(125,000) (24,000)
Increase in acquisition costs and
deferred offering costs (1,990,000) (4,000)
Net cash flows used in investing
activities (2,115,000) (28,000)
CASH FLOWS FROM (USED IN) FINANCING
ACTIVITIES
Advances, net 1,478,000 (105,000)
Net proceeds from issuance of stock 2,347,000 -
Payments on debt and notes payable (592,000) (187,000)
Net cash flows from (used in)
financing activities 3,233,000 (292,000)
Net (decrease) increase in cash and cash
equivalents 109,000 -
CASH AND CASH EQUIVALENTS, at beginning
of period 19,000 -
CASH AND CASH EQUIVALENTS, at end of
period $ 128,000 $ -
</TABLE>
Non-cash investing and financing activities
Preferred stock converted to 1,174,380 shares of common stock during
1996.
Acquisition of accounts receivable and the business of Ellis Home
Health Services, Inc. for 256,250 shares of common stock.
Satisfaction of notes payable totaling approximately $140,000
(including approximately $23,000 of accrued interest expense) by
issuing approximately 70,000 shares of common stock.
Acquisition of the business of STAT Health Care Services, Inc. for
200,000 shares of common stock and cash.
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
INTERNATIONAL NURSING SERVICES, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements are unaudited and
reflect all adjustments (consisting only of normal
recurring adjustments) which are, in the opinion of
management, necessary for a fair presentation of the
financial position and operating results for the interim
periods. The consolidated financial statements as of
December 31, 1995 have been derived from audited
financial statements, the report on which included an
explanatory paragraph describing uncertainties concerning
the Company's ability to continue as a going concern.
The consolidated financial statements should be read in
conjunction with the financial statements and notes
thereto contained in the Company's Form 10-KSB for the
fiscal year ended December 31, 1995. The results of
operations for the nine months ended September 30, 1996
are not necessarily indicative of the results for the
entire fiscal year ending December 31, 1996.
2. EQUITY TRANSACTIONS
On July 17, 1996 the Registrant completed the
acquisition of certain assets of STAT Health Care
Services, Inc. ("STAT") through the issuance of 200,000
shares of International Nursing Services, Inc. ("NURS"
or the "Company") common stock valued at $1.88 per
share, $1,550,000 cash and the issuance of a warrant to
purchase 125,000 shares of the Company's common stock
at $1.88 per share.
The assets acquired consisted of approximately $10,000
of property and equipment. The remainder of the
purchase price is allocated to the current value of the
future cash flow of the operations of STAT. STAT is a
home health care provider and NURS intends to continue
the business of STAT and to use the assets accordingly.
The funding for the cash portion of the acquisition
price was provided by funds received from the private
placement described below.
Concurrent with the acquisition of STAT, the Company
also closed a private placement of 189 units at $10,000
per unit, each unit consisting of one share of a new
class of convertible preferred stock which is
convertible prior to the third anniversary of the
issuance date into the number of shares of the
Company's common stock determined by dividing $10,000,
plus the amount of any accrued but unpaid dividends by
a conversion price equal to the lesser of $1.25 per
share or 75% of the then prior five day average closing
sales price and a warrant to purchase 8,000 shares of
the Company's common stock at $2.50 per share. The new
class of convertible preferred stock carries a 10%
dividend payable quarterly (which may increase to 18%
in certain circumstances) and a liquidation preference
of $10,000 per share. In September 1996, an additional
55 units were sold in a private placement on identical
terms.
Investors in the private placement also received an
option to purchase an equivalent number of units until
December 31, 1997 on equivalent terms. The private
placement raised net proceeds to the Company of
approximately $2,322,000.
In connection with the Company's acquisition of Ellis
Home Health Services, Inc. ("Ellis") in April 1996, the
Company issued 256,250 shares of its common stock to the
former owner of Ellis. The Company guaranteed that
the seller of Ellis would receive at least $4.00 per
share on the sale of these shares, and if the shares
were sold for less than the $4.00 per share, the Company
agreed to either issue additional shares or pay the
shortfall in cash. Through the quarter ended September
30, 1996, the former owner of Ellis has sold
approximately 216,000 shares at below the $4.00
guaranteed price and therefore the Company has paid
$60,000 in cash to the former owner of Ellis and
recorded a liability of approximately $200,000. This
was recorded as an adjustment to the previous recorded
stock value issued for the acquisition.
3. STOCK OPTIONS
In July 1996, the Company granted options to purchase
250,000 shares of common stock to employees of the
Company, 200,000 of which were issued to officers of the
Company, under an employee stock option plan at an
exercise price of $1.88, which was the fair market value
at the date of the grant. In addition, the Company
canceled an option to purchase 50,000 shares at $3.06
which was issued to an officer of the Company in March
1996 and replaced the canceled option with an option to
purchase the same number of shares at $1.88, which was
the fair market value at the time of the issuance.
4. LITIGATION SETTLEMENTS
The Company was named as a defendant in a wrongful
termination lawsuit filed in District Court, in Denver,
Colorado. The plaintiff, Dick Jensen, alleged damages
of $47,000. The plaintiff claimed that the Company
wrongfully terminated him in violation of his employment
contract. The Company settled this claim in September
1996 by paying the former employee $17,000, and the
lawsuit has been withdrawn.
The Company was named as a defendant in a breach of
contract lawsuit filed in District Court, in Denver,
Colorado. The plaintiff, Lumiere Securities, Inc.
("LSI") formerly known as LIK Securities, alleged that
the Company owed LSI approximately $50,000 as a merger
and acquisition consulting fee. The Company settled
this claim in October 1996 by issuing 20,133 shares of
common stock valued at $2.63 pursuant to the terms of
the settlement agreement which represented the prior
four day average sales price prior to settlement.
The Company was named as a defendant in a collection
proceeding lawsuit filed in the U.S. District Court,
Eastern District of Tennessee, Southern Division. The
plaintiff, Brentwood Services Group ("Brentwood"),
claims that the Company owed Brentwood approximately
$130,000. The Company settled this claim in October
1996 by agreeing to pay Brentwood $50,000 by November
30, 1996 and an additional $25,000 by December 31, 1996.
Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations
This filing contains certain forward-looking statements
within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934
and the Company intends that such forward-looking statements
be subject to the safe harbors created thereby. These
forward-looking statements include the plans and objectives
of the management for future operations, including plans and
objectives relating to services offered by and future
economic performance of the Company.
The forward-looking statements included herein are based
on current expectations that involve a number of risks and
uncertainties. These forward-looking statements are based on
assumptions that the Company will continue to be able to
provide on a cost-effective and competitive basis quality
home health care and interim staffing services, that the
regulatory environment governing the Company's industry will
not change in ways that are materially adverse to the Company
and its operations, that the Company will be able to continue
to fund operations, that the Company will be able to raise
additional equity capital if required to fund operations and
acquisitions, that the Company will be able to achieve
operating efficiencies resulting in cost reductions, that a
sufficient supply of qualified health care personnel will be
available to the Company for deployment in the health care
industry on a competitive and cost-effective basis and that
there will be no material adverse change in the demand for
the Company's services or in the Company's operations or
business. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future
economic, competitive and market conditions, and future
business decisions, all of which are difficult or impossible
to predict accurately and many of which are beyond the
control of the Company. Although the Company believes the
assumptions underlying the forward-looking statements are
reasonable, any of the assumptions could prove inaccurate,
and therefore, there can be no assurance that the results
contemplated in the forward-looking statements will be
realized. In addition, the business and operations of the
Company are subject to substantial risks which increase the
uncertainty inherent in such forward-looking statements.
Important factors to be considered in connection with
forward-looking statements include, without limitation, (a)
the fact that the Company reported net losses in fiscal 1994
and fiscal 1995 and had an accumulated deficit and a working
capital deficit at December 31, 1995; (b) the Company's lack
of working capital may require the Company to raise
additional equity or debt financing in order to fund
operations and the cash portion of purchase prices payable in
connection with acquisitions and the Company may be unable to
raise such debt or equity financing; (c) the current
uncertainty in the health care industry and government health
care reform proposals considered from time to time may
adversely affect the regulatory environment in which the
Company operates and specifically affect the reimbursement
rate payable under government programs such as Medicare and
Medicaid, potentially resulting in decreased revenues from
home care services; (d) the Company's dependence on customer
relationships makes the Company vulnerable to consolidation
in the health care industry, changes in customer personnel
and other factors that may impact customer relationships; (e)
the Company's ability to obtain needed licenses, permits and
governmental approvals will directly affect the Company's
economic performance and operation; (f) the Company's ability
to compete in the highly competitive interim staffing and
home care services market will directly impact the Company's
profitability and operations; (g) the Company depends on key-
management personnel, especially John P. Yeros, to manage and
direct the business and operations of the Company; (h)
hospital budgetary cycles, increased competition for
qualified medical personnel, patient admission fluctuations
and seasonality will also impact the profitability of the
Company and cash flow may fluctuate due to the adoption by
hospitals and third party payors of new or revised
reimbursement policies; (j) the Company's operations would be
adversely affected by the extension of more favorable credit
terms in order to keep existing customers; (k) Company's
ability to manage growth, particularly through acquisitions,
will directly impact the Company's profitability and
operations; (l) uninsured risks associated with providing
home care and interim staffing services will also impact the
Company's profitability and operations; and (m) various other
factors may cause actual results to vary materially from the
results contemplated in any forward-looking statements
included in this filing. No assurances can be given that the
foregoing factors will not result in a material adverse
effect on the Company and its operations.
Any of these important factors discussed above or
elsewhere in this filing could cause the Company's revenues
or net income, or growth in revenues or net income, to differ
materially from prior results. In addition, growth in
absolute amounts of selling, general and administrative
expenses or the occurrence of extraordinary events could
cause actual results to vary materially from the results
contemplated by the forward-looking statements. Budgeting
and other management decisions are subjective in many
respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business
developments, the impact of which may cause the Company to
alter its marketing, capital expenditures or other budgets,
which may, in turn, affect the Company's results of
operation.
In light of the significant uncertainties inherent in
the forward-looking information included herein, the
inclusion of such information should not be regarded as a
representation by the Company or any other person that the
objectives or plans of the Company will be achieved.
Results of Operations
Comparison of three months ended September 30, 1996 and 1995
The Company generated approximately $3,819,000 in
revenues from operations for the quarter ended September 30,
1996, compared to approximately $2,929,000 in revenue for the
third quarter of 1995, a 30% increase. The increase in
sales for the quarter was due to the acquisition of STAT and
Ellis which provided additional third quarter 1996 revenues
of approximately $1,134,000 and $296,000, respectively,
offset by an approximately $540,000 decrease in revenues due
to an increase of competition in the Texas and Colorado
markets resulting from consolidating health care providers
which caused employee turnover in administration and field
staff.
The Company's gross margin percentage remained constant
at 24% for the quarter ended September 30, 1995 and for the
quarter ended September 30, 1996. The addition of higher-
margin business in Colorado and New York partially offset by
the decreased revenue in Texas and Colorado provided the
Company with approximately $212,000 of increased gross margin
in the quarter ended September 30, 1996 versus the quarter
ended September 30, 1995.
Selling, general and administrative expenses increased
for the quarter ended September 30, 1996 by approximately
$163,000 or 22% as compared to the $738,000 in the quarter
ended September 30, 1995. The increase was primarily
attributable to additional SG&A related to the STAT and Ellis
acquisitions.
Net loss applicable to common shareholders improved from
a $300,000 loss in the quarter ended September 30, 1995 to a
net loss of $166,000 in the quarter ended September 30, 1996.
The decreased loss was attributable to the factors discussed
above.
Comparison of nine months ended September 30, 1996 and 1995
The Company generated approximately $10,399,000 in
revenues from operations for the nine months ended September
30, 1996, compared to approximately $10,052,000 in revenue
for 1995, a 3% increase. The increase in sales for the
period was due to the acquisition of STAT and Ellis which
provided additional 1996 revenues of approximately $1,134,000
and $874,000, respectively, partially offset by a loss of
revenues in Colorado and Texas of approximately $1,661,000
due to an increase of competition in the Colorado and Texas
markets from consolidating health care providers which
resulted in employee turnover in administration and field
staff.
The Company has implemented a sales and marketing
program in Texas and Colorado which is intended to recapture
some of the business lost to the competition and intends to
offset the lost low-margin business in Colorado with higher
margin sales from its new rehabilitation consulting division.
There can be no assurance given that these initiatives will
be successful in increasing its revenue.
The Company's gross margin percentage increased from 20%
for the nine months ended September 30, 1995 to 25% for the
nine months ended September 30, 1996. The increase was due
to approximately 32% gross margins achieved by its newly
acquired Ellis Home Care division, a 26% gross margin from
STAT and a new rehabilitation consulting division which
provided gross margins of over 50%.
Selling, general and administrative expenses decreased
for the nine months ended September 30, 1996 by approximately
$346,000 or 13% as compared to the nine months ended
September 30, 1995. The decrease was primarily attributable
to the effort by management to reduce corporate overhead
during late 1995 by installing a new computer system which
was fully implemented in 1996, reducing employee headcount
and terminating certain highly paid management personnel.
Selling, general and administrative expenses as a percentage
of revenue decreased from 27% for the nine months ended
September 30, 1995 to 23% for the nine months ended September
30, 1996. In addition, the Company reduced its bad debt
reserve by approximately $129,000 in the nine months ended
September 30, 1996 from December 31, 1995. Management
anticipates that this trend of selling, general and
administrative expenses as a percentage of sales decreasing
will continue throughout the remainder of 1996 as the Company
sees economies of scale result from its acquisition activity
and its integration strategy of centralizing the general and
administrative functions of each branch in Colorado.
Net income (loss) applicable to common shareholders
improved from a $1,700,000 loss in the nine months ended
September 30, 1995 to net income of $280,000 in the nine
months ended September 30, 1996. The improvement was
attributable to the factors discussed above. In addition,
all of the Company's then outstanding preferred stock
automatically converted to common stock in the first quarter
of 1996 which resulted in the Company recapturing
approximately $441,000 of accrued but undeclared dividends
which were outstanding at December 31, 1995.
Liquidity and Capital Resources
The Company's current liabilities at September 30, 1996
aggregated approximately $4,113,000 and current assets at
September 30, 1996 aggregated approximately $4,028,000. The
Company successfully reduced its working capital deficiency
from approximately $799,000 at December 31, 1995 to $85,000
at September 30, 1996 and reduced its checks written in
excess of bank balances by $244,000 to zero. The Company
benefited from its acquisition of Ellis in April 1996 which
increased its receivables by approximately $407,000 while
only increasing its advances under financing agreement by
approximately $300,000. In addition, the Company converted a
note payable due the former owners of Paxxon to common stock
which reduced its current liabilities by approximately
$500,000.
The Company is currently in default in payment of a note
payable with a principal balance of $120,000 and will
continue to be in default unless and until the Company is
able to raise additional debt or equity funds. The note is
personally guaranteed by a stockholder, officer and director
of the Company and the note is collateralized by certain
intangibles. In addition, the note may be converted to
common stock of the Company at $3.00 per share. On July 26,
1996, the note holder filed a lawsuit against the Company
demanding payment of the entire outstanding principal and
accrued interest totaling approximately $156,000. The
Company intends to make payment as funds are available and
has adequately accrued for the amounts owing in the
accompanying financial statements. See Part II, Item 1.
Legal Proceedings
In order to continue the Company's stated goal of growth
via acquisition, management believes that it will be
necessary for the Company to raise additional equity or debt
capital.
Until August 1996, the Company utilized an accounts
receivable factoring arrangement whereby approximately 85% of
its billings were advanced to the Company on a weekly basis.
The financing agency then collected the accounts receivable
on behalf of the Company and charged back to the Company any
receivables which exceed 90 days outstanding (120 days in New
York). This arrangement has allowed the company to receive
approximately 68% of its receivables in cash as they are
billed. This arrangement has resulted in an effective
interest cost to the Company of approximately 25%.
In August 1996, the Company renegotiated its arrangement
with its financing agency whereby the effective interest rate
was reduced to approximately 12% (with the exception of STAT
which will continue to have an additional 2% purchase
discount until December 31, 1996) and the availability of
advances outstanding under the arrangement was increased to
$5,000,000. With its acquisition of STAT, the Company
expects to use approximately $3,000,000 of the line of
credit. The additional credit limit is available to be used
for future acquisitions or internal sales growth.
Management of the Company believes that it generates
sufficient cash from operations to continue the business as a
going concern. However, the Company's ability to pay the
note payable which is in default, discussed above, and to
pursue further acquisitions is dependent upon the raising of
additional debt or equity capital. There can be no assurance
given that the Company will be successful in raising debt or
equity capital on terms which are satisfactory to the
Company.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Item 3 - "Legal Proceedings" in the Company's
Form 10-KSB as of December 31, 1995 and for the year
then ended.
On July 26, 1996, Staff Builders, Inc. filed a
civil action against the Company in the U.S. District
Court for the Southern District of New York demanding
payment of an outstanding note payable. The plaintiff
alleges that the principal balance due under the note
is $145,000 plus accrued interest outstanding of
$11,606.48. The Company has referred this litigation
to its outside counsel for review. The Company has
adequately accrued for the amounts in the accompanying
financial statements. The second paragraph under
"Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and
Capital Resources" is hereby incorporated by this
reference.
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
See Index to Exhibits
b. Reports on Form 8-K
During the quarter for which this report is filed, the
Company filed the following reports on Form 8-K:
Form 8-K dated July 17, 1996 (reporting items 2, 5 and 7)
Form 8-K/A dated July 17, 1996 (reporting items 2 and 7)
INDEX TO EXHIBITS
3.1 Certificate of Designation of 1996 Convertible
Preferred Stock. *
3.2 Articles of Amendment to Articles of Incorporation. *
4.1 Form of Unit Warrant. *
10.1 Form of Registration Rights/Purchase Agreement
relating to Unit Offering. *
27 Financial Data Schedule.
* Incorporated by reference to the same exhibit
number of the Company's Registration Statement
on Form S-3 (Reg. No. 333-12241)
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.
Dated: November 14, 1996
INTERNATIONAL NURSING SERVICES, INC.
(Registrant)
/s/ John P. Yeros
John P. Yeros
Chairman and Chief Executive Officer
(Principal Executive Officer)
Robin M. Bradbury
Chief Financial Officer
(Principal Financial and Accounting Officer)
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.
Dated: November 14, 1996
INTERNATIONAL NURSING SERVICES, INC.
(Registrant)
/s/ John P. Yeros
John P. Yeros
Chairman and Chief Executive Officer
(Principal Executive Officer)
/s/ Robin M. Bradbury
Robin M. Bradbury
Chief Financial Officer
(Principal Financial and Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> SEP-30-1996 SEP-30-1996
<CASH> 128,000 128,000
<SECURITIES> 0 0
<RECEIVABLES> 3,886,000 3,886,000
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 4,024,000 4,024,000
<PP&E> 342,000 342,000
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 8,677,000 8,677,000
<CURRENT-LIABILITIES> 4,109,000 4,109,000
<BONDS> 0 0
0 0
2,440,000 2,440,000
<COMMON> 5,000 5,000
<OTHER-SE> 2,060,000 2,060,000
<TOTAL-LIABILITY-AND-EQUITY> 8,677,000 8,677,000
<SALES> 3,819,000 10,399,000
<TOTAL-REVENUES> 3,819,000 10,399,000
<CGS> 2,906,000 7,751,000
<TOTAL-COSTS> 2,906,000 7,751,000
<OTHER-EXPENSES> 945,000 1,977,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 134,000 391,000
<INCOME-PRETAX> (166,000) 280,000
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (166,000) 280,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (166,000) 280,000
<EPS-PRIMARY> (.02) .04
<EPS-DILUTED> 0 0
</TABLE>