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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
- ---- SECURITIES EXCHANGE ACT OF 1934
March 31, 1998
For the quarterly period ended
---------------------------------------
- ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- ---------------------
0-26015
Commission file number
--------------------
CRW Financial, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 23-2691986
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(State or other jurisdiction or (I.R.S. employer
incorporation or organization) identification no.)
200 Four Falls Corporate Center, Suite 415 West Conshohocken, PA 19428
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)
610/878-7429
Registrant's telephone number, including area code:
---------------------------
- -------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report.
Indicate by check 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
---- ----
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of the registrant's common stock outstanding as of
April 30, 1998 was 6,458,853.
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<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
INDEX
PAGE
----
PART I - FINANCIAL INFORMATION
ITEM 1- FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
AT DECEMBER 31, 1997 AND MARCH 31, 1998 3
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 4
CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS FOR THE THREE MONTHS ENDED
MARCH 31, 1997 AND 1998 5
NOTES TO CONDENSED CONSOLIDATED
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
<PAGE>
In addition to historical information, this Quarterly Report contains
forward-looking statements relating to such matters as anticipated financial
performance, business prospects and similar matters. The Private Securities
Litigation Reform Act of 1995 provides a safe harbor for forward-looking
statements. In order to comply with the terms of the safe harbor, the Company
notes that 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 operation, performance, development and
results of the Company's business include, but are not limited to, those matters
discussed herein in the section entitled "Management's Discussion and Analysis
of Financial Condition and Results of Operations." The words "believe,"
"expect," "anticipate," "project" and similar expressions identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. The Company undertakes no obligation to publicly revise these
forward-looking statements to reflect events or circumstances that arise after
the date hereof.
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS DECEMBER 31, 1997 MARCH 31, 1998
------ ----------------- --------------
(unaudited)
CURRENT ASSETS: (In Thousands, Except Share Amounts)
<S> <C> <C>
Cash $ 1,646 $ 2,285
Other current assets 232 251
Investment in NCO Group, Inc. 2,013 --
-------- --------
Total current assets 3,891 2,536
PROPERTY AND EQUIPMENT, net 240 244
INTANGIBLE ASSETS, net 352 345
INVESTMENT IN TELESPECTRUM WORLDWIDE INC 15,266 12,791
DEFERRED INCOME TAX ASSET 2,324 2,324
OTHER ASSETS 55 55
-------- --------
$ 22,128 $ 18,295
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Current portion of long-term debt $ 798 $ 143
Accounts payable 466 326
Accrued expenses 2,468 1,177
-------- --------
Total current liabilities 3,732 1,646
-------- --------
DEFFERED INCOME TAXES 5,795 5,584
-------- --------
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, 500,000 shares authorized,
no shares issued and outstanding -- --
Common Stock $.01 par value, 20,000,000 shares authorized
6,435,486 and 6,458,853 shares issued
and outstanding, respectively 64 65
Additional paid-in capital 40,390 40,434
Unrealized gain on investment in NCO Group, Inc. 1,263 --
Accumated deficit (29,116) (29,434)
-------- --------
Total stockholders' equity 12,601 11,065
-------- --------
$ 22,128 $ 18,295
======== ========
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
------------------
1997 1998
------- -------
(In Thousands,
except share amounts)
<S> <C> <C>
NET REVENUES $ 1,266 $ 1,658
OPERATING EXPENSES, excluding
Non-cash charges 1,544 1,599
DEPRECIATION AND AMORTIZATION 39 18
------- -------
Operating Income (Loss) (317) 41
INTEREST EXPENSE (206) (9)
GAIN ON SALE OF NCO GROUP, INC. WARRANT -- 1,914
EQUITY IN EARNINGS (LOSS) OF TELESPECTRUM WORLDWIDE INC 805 (2,475)
------- -------
Income (loss) from continuing operations
before income taxes 282 (529)
INCOME TAXES (BENEFIT) 107 (211)
------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS 175 (318)
INCOME FROM DISCONTINUED OPERATIONS,
NET (Note 6) 39 --
GAIN ON SALE OF DISCONTINUED OPERATIONS, NET (Note 4) 1,383 --
------- -------
NET INCOME (LOSS) $ 1,597 $ (318)
======= =======
BASIC NET INCOME (LOSS) PER SHARE:
Continuing Operations $ 0.03 $ (0.05)
Discontinued Operations 0.25 --
------- -------
$ 0.28 $ (0.05)
======= =======
DILUTED NET INCOME (LOSS) PER SHARE:
Continuing Operations $ 0.02 $ (0.05)
Discontinued Operations 0.19 --
------- -------
$ 0.21 $ (0.05)
======= =======
</TABLE>
See notes to condensed consolidated financial statements
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
------------------
1997 1998
------- -------
(In Thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS) $ 1,597 $ (318)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Gain on sale of NCO Group, Inc. warrant -- (1,914)
Equity in (earnings) loss of TeleSpectrum (805) 2,475
Gain on sale of collection business (1,383) --
Discontinued operations - non-cash charges
and working capital charges 261 --
Depreciation and amortization 39 18
Deferred tax provision (benefit) 107 (211)
Decrease other assets (331) (19)
Increase (decrease) in liabilities
Accounts payable 110 (139)
Accrued expenses (923) (1,291)
------- -------
Net cash used in operating activities (1,328) (1,399)
------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of NCO Group, Inc. warrant -- 2,664
Cash paid for acquisition (25) --
Investing activities of discontinued operations (100) --
Proceeds from sale of collection business 3,750 --
Purchases of property and equipment (58) (15)
------- -------
Net cash provided by investing activities 3,567 2,649
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 258 44
Repayments of long term debt (2,114) (655)
------- -------
Net cash used in financing activities (1,856) (611)
------- -------
INCREASE IN CASH 383 639
CASH, BEGINNING OF PERIOD 1,448 1,646
------- -------
CASH, END OF PERIOD $ 1,831 $ 2,285
======= =======
</TABLE>
See notes to condensed consolidated financial statements.
<PAGE>
CRW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Background:
CRW Financial, Inc. ("CRW" or the "Company") was a subsidiary of Casino &
Credit Services, Inc. ("CCS") prior to May 11, 1995, and CRW's operations were a
division of CCS from July 1992 to May 11, 1995 when CCS contributed all of its
assets and subsidiaries other than Central Credit, Inc. ("CCI") to a newly
formed subsidiary, CRW Financial, Inc. CCS then spun-off CRW in a distribution
of CRW stock to CCS shareholders on May 11, 1995. The historical financial
statements of CRW have been deemed to be those of CCS, restated to present CCI
as a discontinued operation.
CRW founded TeleSpectrum Worldwide Inc. in April 1996. TeleSpectrum
Worldwide Inc. ("TLSP") provides teleservices solutions to clients in the
telecommunications, insurance, financial services, pharmaceuticals, and
healthcare, consumer products and high technology industries. CRW formed TLSP in
April 1996 to acquire several teleservices businesses in connection with an
initial public offering of TLSP's common stock. CRW accounts for its investment
in TLSP under the equity method of accounting. In 1996, CRW recorded a $32.1
million increase, net of deferred income taxes, to its investment in TLSP to
reflect the increase in TLSP's equity due to its initial public offering of its
common stock and other issuances of its common stock in connection with the
acquisitions of certain businesses. In 1997, CRW wrote-down its investment in
TLSP by $23.3 million, net of deferred income taxes based on TLSP's net loss of
$160.4 million in 1997. TLSP's net loss included a goodwill write-off of $139.1
million.
In February, 1997, CRW sold the assets of its Collection Business (see Note
4). Accordingly, the accompanying financial statements have been restated to
present the Collection Business as a discontinued operation. The continuing
operations consist of the Company's Casino Money Centers, Inc. ("CMC")
subsidiary and CRW's corporate management costs.
The Company is continuing to explore various possible alternatives to
increase shareholder value, including a sale of CMC, the sale of its investment
in TLSP or the merger of the Company into TLSP, although there can be no
assurance that the Company may not pursue other alternatives or that an increase
in shareholder value will be achieved.
2. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in conformity with generally accepted accounting principles. The
interim financial information, while unaudited, reflects all normal recurring
adjustments which are, in the opinion of management, necessary for a fair
presentation of the interim financial statements. The results for the three
months ended March 31, 1998 are not necessarily indicative of results expected
for the full year. These financial statements should be read in conjunction with
the audited financial statements and the notes thereto included in the CRW
Financial, Inc. Annual Report on Form 10-K for the year ended December 31, 1997.
Certain prior period amounts have been reclassified to conform with the
current period presentation.
<PAGE>
3. Basic and Diluted Net Income (Loss) Per Common Share
The Company has adopted SFAS No. 128, "Earnings per Share". SFAS No. 128
requires a dual presentation of "Basic" and "Diluted" EPS on the face of the
income statement. Basic EPS is computed by dividing net income (loss) by the
weighted average number of shares of common stock outstanding for the period.
Diluted EPS includes the effect, if any, from the potential exercise or
conversion of securities, such as stock options, which would result in the
issuance of shares of common stock. The weighted average number of shares of
common stock outstanding at March 31, 1998 and 1997 for the purposes of
computing basic EPS was 6,447,170 and 5,884,984, respectively. The number of
shares of common stock at March 31, 1998 and 1997 for purposes of computing
diluted EPS was 6,447,170 and 7,621,183, respectively. A reconciliation between
basic and diluted EPS at March 31, 1997 is as follows:
Shares
------
Shares used in Basic EPS 5,884,984
Impact of Options
and Warrants 1,736,199
---------
Shares used in Diluted EPS 7,621,183
=========
4. Sale of Collection Business
On February 2, 1997, CRW sold the assets of its Collection Business to NCO
Group, Inc. ("NCOG") for consideration appraised at $12,800,000, consisting of
$3,750,000 in cash, 517,767 shares of NCOG common stock, and a warrant to
purchase 375,000 shares of NCOG stock at $18.42 per share. CRW recorded an
after-tax gain of $1,383,000 on the sale of the Collection Business. The gain
did not result in the payment of any Federal income taxes as the Company had
sufficient net operating loss carryforwards to offset taxes due on the gain. The
gain on the sale of the Collection Business was recorded as follows (in
thousands):
<TABLE>
<CAPTION>
<S> <C>
Fair Market Value of Consideration Paid by NCOG $12,800
Net Assets Sold (7,942)
Retention, Severance Pay and Non-compete Payments (1,339)
Estimated Purchase Price Adjustment (259)
Professional Fees and Accrued Expenses (881)
-------
Gain before income taxes 2,379
Utilization of Net Operating Loss Carryforward (996)
-------
Gain on Sale of Collection Business $ 1,383
=======
</TABLE>
The appraisal of the consideration paid by NCOG indicated that the fair
value of the 517,767 shares of NCOG common stock received by CRW on February 2,
1997 was $8,300,000, or $16.05 per share, and that the fair value of the warrant
to purchase 375,000 shares of NCOG common stock at $18.42 per share was
$750,000.
<PAGE>
The Company accounts for its investment in NCOG in accordance with
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" ("SFAS 115"). At December 31, 1997,
the investment in NCOG is classified as available-for-sale and reported at
market value; therefore, any unrealized holding gain or loss is presented as a
separate component of stockholders' equity. As of December 31, 1997, the Company
recorded a $1,263,000 unrealized gain, net of tax on its investment in NCOG.
In July 1997, the Company sold its 517,767 shares of NCOG common stock for
$9,624,000 resulting in a gain of approximately $1,324,000. In February 1998,
the Company sold its warrant to purchase 375,000 shares of NCOG common stock for
approximately $2,664,000, resulting in a gain of approximately $1,914,000.
5. Investment in TeleSpectrum Worldwide Inc.
The Company's common stock investment in TLSP is accounted for on the
equity method. The net investment balance at March 31, 1998 is $12,791,000. The
condensed results of operations of TLSP for the three months ended March 31,
1998 and 1997 are as follows (in thousands):
1998 1997
---- ----
Condensed Statement of Operations Information:
Revenue $39,634 $49,154
Operating Income (Loss) (9,990) 4,153
Net Income (Loss) (10,069) 2,698
March 31,
1998 1997
---- ----
Condensed Balance Sheet Information:
Current Assets $62,740 $44,523
Non-current Assets 64,231 243,204
Current Liabilities 49,037 23,155
Non-current Liabilities 7,258 21,417
Stockholders' Equity 70,676 243,155
As of March 31, 1998, CRW owned 6,946,583 shares of TLSP common stock. During
the first quarter of 1998, a warrant to purchase 75,445 shares of TLSP common
stock from the Company was exercised pursuant to the cashless exercise provision
of the warrant, whereby the warrant was cancelled in exchange for the Company's
transfer to the warrant holder of 45,974 shares of TLSP common stock. After this
exercise and as of March 31, 1998, warrants to purchase 678,410 shares of TLSP
from CRW for $1.50 per share remained outstanding. Therefore, if all the
remaining warrants to purchase TLSP stock are exercised, CRW will receive
approximately $1,017,000 of consideration and would then own 6,268,173 shares of
TLSP common stock.
<PAGE>
6. Discontinued Operations
Below is a summary of the operating results for the Collection Business,
which as discussed in Note 1 was sold on February 2, 1997 and has been
classified as a discontinued operation. (In thousands)
Three Months Ended
March 31, 1997
--------------
Net Revenues $2,006
Operating Expenses 1,967
------
Operating Income 39
Income Taxes --
------
Income from discontinued operations 39
======
7. Common Stock Equivalents
As of March 31, 1998, the Company had outstanding the following common stock
equivalents:
<TABLE>
<CAPTION>
Number of Aggregate
Common Stock Exercise
Equivalents Proceeds
----------- --------
<S> <C> <C>
Incentive and non-qualified options
to purchase common stock 1,234,601 $3,362,866
Convertible subordinated note 412,601 670,476
Warrants to purchase common stock 362,500 987,250
--------- ----------
2,009,702 $5,020,592
========= ==========
</TABLE>
All of the common stock equivalents listed above are exercisable.
8. Comprehensive Income
The Company has adopted SFAS No. 130, "Reporting Comprehensive Income," which is
effective for financial statements issued for fiscal years beginning after
December 15, 1997. The Company's comprehensive income includes net income and an
unrealized holding gain on its investment in NCO Group, Inc. (See Note 4). Total
comprehensive income (loss) for the three months ended March 31, 1998 and 1997
was $(318,000) and $778,000, respectively.
9. Loss of Major Customer
CMC's largest client, the Oneida Casino notified the Company in April 1998 that
it would terminate its relationship with CMC in the second quarter of 1998.
CMC's Oneida location generated revenue of approximately $2,083,000 and $550,000
in 1997 and for the three months ended March 31, 1998. In addition, such
revenues generated substantially all of CMC's operating income in 1997 and for
the three months ended March 31, 1998.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CRW's operating results have been restated to reflect the classification of the
Collection Business as a discontinued operation.
Continuing Operations
Below is a summary of operating results (in thousands) for CRW and its CMC
subsidiary:
Three Months Ended March 31, 1998
---------------------------------
CRW Casino
Financial Money Centers Total
--------- ------------- -----
Net Revenues $ -- $ 1,658 $ 1,658
Operating Expenses,
excluding non-cash charges 157 1,442 1,599
Depreciation and amortization 3 15 18
------- ------- -------
Operating Income (loss) $ (160) $ 201 $ 41
======= ======= =======
Three Months Ended March 31, 1997
---------------------------------
CRW Casino
Financial Money Centers Total
--------- ------------- -----
Net Revenues $ -- $ 1,266 $ 1,266
Operating Expenses,
excluding non-cash charges 379 1,165 1,544
Depreciation and amortization 25 14 39
------- ------- -------
Operating Income (loss) $ (404) $ 87 $ (317)
======= ======= =======
CMC's largest client, the Oneida Casino notified the Company in April 1998 that
it would terminate its relationship with CMC in the second quarter of 1998.
CMC's Oneida location generated revenue of approximately $2,083,000 and $550,000
in 1997 and for the three months ended March 31, 1998. In addition, such
revenues generated substantially all of CMC's operating income in 1997 and for
the three months ended March 31, 1998.
Three Months Ended March 31, 1998 and March 31, 1997
Net Revenues. Net revenues for the three months ended March 31, 1998
increased $392,000 (31%) to $1,658,000 from $1,266,000 for the three months
ended March 31, 1997, primarily due to an increase in revenue at the Oneida
Casino location. The Oneida location will be shut down in May 1998.
<PAGE>
Operating Expenses. Operating expenses increased $34,000 (2%) to $1,617,000
for the three months ended March 31, 1998 from $1,583,000 for the three months
ended March 31, 1997, primarily due to a $278,000 increase in CMC's expenses,
partially offset by a $244,000 decrease in CRW's expenses.
Operating Income (Loss). The Company's operating income was $41,000 for the
three months ended March 31, 1998 compared to a loss of $317,000 for the three
months ended March 31, 1997 due to the $392,000 increase in net revenues,
partially offset by the $34,000 increase in operating expenses.
Interest Expense. Interest expense decreased $197,000 to $9,000 for the
three months ended March 31, 1998 from $206,000 for the three months ended March
31, 1997 due to the repayment of $9,042,000 of debt in 1997 and $655,000 of debt
during the three months ended March 31, 1998.
Income Taxes. An income tax benefit of $211,000 was recorded for the three
months ended March 31, 1998 compared to $107,000 provision for the three months
ended March 31, 1997. The effective income tax rate was approximately 38% in
1997 and 40% in 1998.
Discontinued Operations
The results of operations for the Collection Business for the three months
ended March 31, 1997 include the results from January 1, 1997 to February 2,
1997, the date on which the Collection Business was sold to NCOG.
<PAGE>
INFLATION
Inflation has not had a significant impact on the Company's operations to
date.
LIQUIDITY AND CAPITAL RESOURCES
During the three months ended March 31, 1998 net cash used in operating
activities was $1,399,000 compared to $1,328,000 of cash used in operating
activities for the three months ended March 31, 1997. The increase in cash used
in operating activities in the 1998 period was primarily due to the $358,000
increase in operating income, offset by the $197,000 decrease in interest
expense and a $617,000 increase in cash paid to reduce accounts payable and
accrued expenses.
Net cash provided by investing activities during the three months ended
March 31, 1998 was $2,649,000 compared to $3,567,000 of cash provided by
investing activities for the three months ended March 31, 1997 primarily due to
the $2,664,000 of proceeds received in the 1998 period from the sale of the NCOG
warrant as compared to $3,750,000 of cash proceeds received in the 1997 period
from the sale of the Collection Business.
Net cash used in financing activities during the three months ended March
31, 1998 was $611,000 compared to $1,856,000 of cash provided by financing
activities for the three months ended March 31, 1997 primarily due to the
repayment of $655,000 of debt in the 1998 period as compared to $2,114,000 in
the 1997 period.
CRW believes that its cash on hand and any cash to be generated from
operating activities will be adequate to meet its needs through December 31,
1998.
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Number Document
------ --------
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Amendment to Restated Certificate of Incorporation
of the Company (2)
3.3 Amended Bylaws of the Company (3)
27 Financial Data Schedule
(1) Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended
December 31, 1995 and incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Form 10-K for the fiscal year ended
December 31, 1996 and incorporated herein by reference.
(3) Filed as an Exhibit to the Company's Registration Statement on Form S-1
(File No. 33-62700) and incorporated herein by reference.
(b) No reports on Form 8-K were filed by the Company during the quarter
ended March 31, 1998.
<PAGE>
SIGNATURES
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.
CRW FINANCIAL, INC.
-------------------
(Registrant)
Date: May 15, 1998 BY: /s/ Jonathan P. Robinson
---------------------------------
Jonathan P. Robinson, Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,285
<SECURITIES> 12,791
<RECEIVABLES> 251
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,536
<PP&E> 244
<DEPRECIATION> 0
<TOTAL-ASSETS> 18,295
<CURRENT-LIABILITIES> 1,646
<BONDS> 0
0
0
<COMMON> 65
<OTHER-SE> 11,000
<TOTAL-LIABILITY-AND-EQUITY> 18,295
<SALES> 1,658
<TOTAL-REVENUES> 1,658
<CGS> 1,599
<TOTAL-COSTS> 1,617
<OTHER-EXPENSES> 561
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9
<INCOME-PRETAX> (529)
<INCOME-TAX> (211)
<INCOME-CONTINUING> (318)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (318)
<EPS-PRIMARY> (0.05)
<EPS-DILUTED> (0.05)
</TABLE>
