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 September 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number: 1-7675
AUDITS & SURVEYS WORLDWIDE, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1809586
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
650 Avenue of the Americas, New York, New York 10011
- ---------------------------------------------- ------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 627-9700
Indicate by check mark whether the registrant (l) 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
-- --
The number of shares outstanding of each of the issuer's classes of
common stock, as of November 12 , 1998 was:
Class Number of Shares
----- ----------------
Common Stock, $0.01 par value 13,116,136
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC.
INDEX
Page
----
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Condensed Consolidated Balance Sheets-
September 30, 1998 and December 31, 1997 3-4
Condensed Consolidated Statements of Income-
Three Months and Nine Months ended September 30, 1998 and 1997 5
Condensed Consolidated Statements of Cash Flows-
Nine Months ended September 30, 1998 and 1997 6
Condensed Consolidated Statement of Stockholders' Equity-
September 30, 1998 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 9-12
Part II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 13
Signatures 14
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(Dollar Amounts in Thousands Except for Share Data)
Sept. 30, 1998 Dec. 31, 1997
-------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 849 $ 1,524
Accounts receivable:
Billed 7,587 9,274
Unbilled 4,679 6,114
Prepaid expenses and inventories 1,349 1,317
Deferred income taxes 479 479
Other current assets 734 563
---------- -------
Total current assets 15,677 19,271
---------- ------
PROPERTY AND EQUIPMENT, NET 3,539 3,579
PREPAID PENSION COSTS 1,142 1,142
DEFERRED INCOME TAXES 2,230 2,406
OTHER ASSETS 2,305 2,057
---------- ----------
TOTAL ASSETS $ 24,893 $ 28,455
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
(Dollar amounts in thousands except for share data)
Sept. 30, 1998 Dec. 31, 1997
-------------- --------------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Notes payable bank $ 2,500 $ 1,500
Accounts payable and accrued expenses 3,902 6,148
Accrued payroll and bonuses 1,064 2,197
Client billings in excess of revenues earned 3,636 3,897
Income taxes payable - 133
Current portion of long-term debt 619 617
Current portion of capital lease obligations 115 80
---------- ----------
Total current liabilities 11,836 14,572
---------- ----------
LONG-TERM DEBT-Net of current portion 1,238 1,702
CAPITAL LEASE OBLIGATIONS-net of current portion 187 230
OTHER LIABILITIES 1,784 2,043
---------- ----------
Total liabilities 15,045 18,547
---------- ----------
MINORITY INTERESTS 78 102
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value, 1,000,000 shares
authorized and unissued - -
Common stock, $.01 par value, 30,000,000 shares
authorized; 13,116,136 shares issued at
September 30, 1998 and 13,111,137 shares issued
at December 31, 1997 131 131
Additional paid-in capital 4,423 4,413
Retained earnings 5,337 5,366
Accumulated other comprehensive income (121) (104)
---------- ----------
Total stockholders' equity 9,770 9,806
--------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 24,893 $ 28,455
========== ========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE>
<TABLE>
<CAPTION>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
- --------------------------------------------------------------------------------
(Dollar amounts in thousands except for share and per share data)
Three Months Ended Sept. 30, Nine Months Ended Sept. 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES $ 12,701 $ 16,970 $ 40,438 $ 49,903
-------------- -------------- --------------- -------------
COSTS AND EXPENSES:
Direct costs 5,942 8,320 19,270 24,342
Selling, general and
administrative expense 7,171 7,387 21,588 21,424
Incentive bonuses 189 453 470 1,405
Interest expense 98 104 280 240
Other expense (income) - net 4 73 (65) 116
Share of income in unconsolidated
joint venture (239) - (615) -
Minority interests in
consolidated subsidiaries (78) - (332) -
--------------- -------------- --------------- -------------
TOTAL COSTS AND EXPENSES 13,087 16,337 40,596 47,527
--------------- -------------- --------------- -------------
INCOME (LOSS) BEFORE
PROVISION (BENEFIT) FOR (386) 633 (158) 2,376
INCOME TAXES
PROVISION (BENEFIT) FOR
INCOME TAXES (158) 259 (129) 974
-------------- -------------- --------------- -------------
NET INCOME (LOSS) $ (228) $ 374 $ (29) $ 1,402
=============== ============== =============== =============
BASIC EARNINGS (LOSS) PER
COMMON SHARE $ (.02) $ .03 $ - $ .11
============== ============== =============== =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING 13,116,136 13,106,551 13,113,646 13,103,095
============== ============== =============== =============
DILUTED EARNINGS (LOSS)
PER COMMON SHARE $ (.02) $ .03 $ - $ .11
============== ============== =============== =============
WEIGHTED AVERAGE COMMON
SHARES OUTSTANDING AND
DILUTIVE STOCK OPTIONS 13,116,136 13,269,615 13,113,646 13,265,371
============== ============== =============== =============
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
- --------------------------------------------------------------------------------
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended Sept. 30,
--------------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income (loss) (29) $1,402
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Depreciation and amortization 861 765
Deferred income taxes 176 177
Amortization of deferred charges 200 288
Share of income in unconsolidated joint venture (615) -
Minority interest in consolidated subsidiary (24) -
Accrued rent (169) 144
Changes in operating assets and liabilities:
Accounts receivable 3,122 (4,768)
Prepaid expenses and inventories (32) (436)
Other current assets (171) (18)
Other assets (168) 263
Income taxes payable (133) (537)
Accounts payable and accrued expenses (2,246) 707
Accrued payroll and bonuses (1,133) (989)
Client billings in excess of revenues earned (261) (23)
Other (91) (181)
---------- ---------
Net cash used in operating activities (377) (3,206)
---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (785) (806)
---------- ---------
Net cash used in investing activities (785) (806)
---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from bank borrowings 1,000 2,500
Dividends to stockholders - (655)
Principal payments of debt (462) (457)
Principal payments of capital lease obligations (44) (50)
Issuance of common stock and directors' options 10 33
---------- ---------
Net cash provided by financing activities 504 1,371
---------- ---------
EFFECT OF EXCHANGE RATE DIFFERENCES ON CASH (17) (114)
---------- ---------
NET (DECREASE) IN CASH (675) (2,755)
CASH, BEGINNING OF PERIOD 1,524 3,827
---------- ---------
CASH , END OF PERIOD $ 849 $ 1,072
========== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 297 $ 234
========== ==========
Income taxes $ 532 $ 1,302
========== ==========
SUPPLEMENTAL DISCLOSURE OF NON CASH
INVESTING AND FINANCING ACTIVITIES:
Financing of capital improvements $ 36 $ 430
========== ==========
Contribution from minority interest in consolidated joint venture $ 308 $ -
========== ==========
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
- --------------------------------------------------------------------------------
(Dollar amounts in thousands)
ACCUMULATED
ADDITIONAL OTHER
COMMON STOCK PAID-IN RETAINED COMPREHENSIVE COMPREHENSIVE
SHARES AMOUNT CAPITAL EARNINGS INCOME TOTAL INCOME (LOSS)
------ ------ --------- -------- ------------- ----- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE
DECEMBER 31, 1997 13,111,137 $131 $4,413 $5,366 $(104) $9,806
Net Income (Loss) (29) (29) $ (29)
Exercise of stock option 4,999 10 10
Foreign Currency
Translation Adjustment (17) (17) (17)
------------
Comprehensive Loss $ (46)
============
--------------------------------------------------------------------------------
BALANCE
September 30, 1998 13,116,136 $131 $4,423 $5,337 $(121) $9,770
================================================================================
</TABLE>
See notes to condensed consolidated financial statements.
7
<PAGE>
AUDITS & SURVEYS WORLDWIDE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include the
accounts of Audits & Surveys Worldwide, Inc. (the "Company"), and its majority
owned subsidiaries, Audits & Surveys Europe, Ltd. ("ASE") and ASW-KMR Magazine
Metrics, L.L.C., ("ASW-KMR") and certain other currently inactive entities. All
significant intercompany transactions and balances have been eliminated.
The 1998 and 1997 condensed consolidated financial statements have been prepared
by the Company and are unaudited. In the opinion of the Company's management all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position, results of operations and cash flows for
the interim periods have been made. Certain information and footnote disclosures
required under generally accepted accounting principles have been condensed or
omitted from the consolidated financial statements pursuant to the rules and
regulations of the Securities and Exchange Commission. The condensed
consolidated financial statements presented herein should be read in conjunction
with the year-end consolidated financial statements and notes thereto included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1997. The results of operations for the three-month and nine-month periods ended
September 30, 1998 are not necessarily indicative of the results to be expected
for any other interim period or for the entire year.
2. SUBSEQUENT EVENT
On October 30, 1998 the Company and a former client signed a negotiated
settlement agreement terminating a contract under which the Company had been
providing media representation, consulting and administrative services. The
settlement amount of $650,000.00 is to be paid by the former client over an
eighteen-month period in four installments of $162,500, which began on October
30, 1998. Accordingly, the Company will record other income in the fourth
quarter of 1998 equal to the present value of the settlement amount.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Comparison of the Results of Operations for the Quarter and Nine Months ended
- --------------------------------------------------------------------------------
September 30, 1998 with the Quarter and Nine Months ended September 30, 1997
- ----------------------------------------------------------------------------
Revenues for the third quarter of 1998 were $12.7 million compared with $16.9
million in the third quarter of 1997. Revenues for the first nine months of 1998
were $40.4 million compared with $49.9 million in the first nine months of 1997.
The decrease of 25.2% in the third quarter of 1998 was principally the result of
lower revenues from custom research and declines in international and domestic
continuous tracking studies and a syndicated media research service. In
addition, certain syndicated audit services which were included in the Company's
revenues in 1997 are now reported by a joint venture in which the Company owns a
25% interest. Accordingly, the operations of this joint venture are not
consolidated with the Company's operations and, therefore, the related
syndicated service revenues are no longer reported by the Company in 1998.
The decrease of 18.9% in revenues for the nine-month period of 1998 compared
with 1997 included the effects of the factors impacting the third quarter. In
addition, approximately 40% of the decrease in the nine-month period of 1998 was
attributable to a client's decision to conduct a major international consumer
tracking study on an alternate year basis rather than annually. All of the
revenues from this study were reported in the first nine months of 1997.
Direct costs decreased $2.4 million (28.6%) in the third quarter and $5.1
million (20.8%) in the first nine months of 1998 compared with the same periods
of 1997. The decreases in 1998 direct costs were primarily the result of the
decreases in revenues. In addition, direct costs in 1997 included higher costs
incurred in the development of expanded syndicated research services which were
not incurred in 1998. As a percentage of revenues, direct costs were 46.8% in
the third quarter and 47.7% in the first nine months of 1998 compared with 49.0%
in the third quarter and 48.8% in the first nine months of 1997. The changes in
1998 direct costs, as a percentage of 1998 revenues, are generally reflective of
the changes in the mix of research services compared with 1997 as well as the
effect of the syndicated research development costs incurred in 1997.
Selling, general and administrative (SG&A) expenses decreased approximately $.2
million (2.9%) in the third quarter and increased $.2 million in the first nine
months of 1998 compared with the same periods of 1997. The decrease in SG&A for
the third quarter of 1998 was principally in salaries and related expenses. The
increase in SG&A for the first nine months of 1998 was the net effect of
increases in rents, depreciation and professional and consulting fees partially
offset by decreases in salaries and related expenses.
The lower provisions for incentive bonuses in the third quarter and nine month
periods of 1998 compared with the same periods of 1997 resulted from the
decreases in year-to-date operating income on which the incentive bonuses are
calculated.
9
<PAGE>
Interest expenses were approximately the same in the third quarters of 1998 and
1997 and were $40,000 higher in first nine months of 1998 compared with the same
period of 1997 primarily because of higher average short-term bank borrowings.
Share of income in unconsolidated joint venture represents the Company's 25%
interest in INTELECT ASW Marketing Services, LLC, a joint venture which began
operations in late 1997. Minority interests in consolidated subsidiaries
represent the portions of the losses of such subsidiaries, principally ASW-KMR,
applicable to the minority shareholders of such entities.
Income tax benefits for the third quarter and nine month periods of 1998 and
income tax provisions for the same periods of 1997 have been recorded at 41% of
reported pretax income (loss). The income tax benefit for the first nine months
of 1998 also includes a credit of $65,000, reported in the first quarter,
representing accumulated tax over-provisions of prior years which are no longer
required.
Financial Condition and Liquidity
- ---------------------------------
At September 30, 1998, the Company had working capital of $3.8 million and a
current ratio of 1.33 to 1 compared with working capital of $4.7 million and a
current ratio of 1.32 to 1 at December 31, 1997.
Cash flow from operations and borrowings under its credit facilities with its
bank are the Company's principal sources of funds. The Company's cash flow and
borrowings have historically been sufficient to provide funds for working
capital, capital expenditures and payment of indebtedness. In June, 1998, the
Company's secured line of credit with its bank was extended to June 30, 1999 and
was increased from $4,000,000 to $5,000,000.
Net cash used in operating activities was $377,000 principally resulting from a
net loss of $29,000, adjusted for non-cash expenses of $429,000, and decreases
in accounts receivable of $3,122,000 offset primarily by decreases in accounts
payable and accrued expenses of $2,246,000, accrued payroll and bonuses of
$1,133,000, client billlings in excess of revenues earned of $261,000 and income
taxes payable of $133,000.
Net cash used in investing activities was $785,000 resulting from the purchases
of property and equipment.
Net cash provided by financing activities was $504,000 consisting principally of
proceeds from short term bank borrowings of $1,000,000 offset by repayments of
bank borrowings and other debt of $506,000.
The Company believes that its credit arrangements with its bank combined with
its capital base and funds expected to be generated by its operations will be
adequate to fund its planned capital expenditures, meet its debt obligations and
finance its operations for at least the next twelve months.
10
<PAGE>
Year 2000
The Company's efforts to ensure successful transition to the year 2000 began in
1997 with the creation of a Y2K team committed to achieving year 2000 compliance
for all data processing and facility/environmental management systems. The plan
calls for completion of all Y2K activities by the end of the third quarter of
1999.
The Y2K transition process is proceeding on schedule to date. The Company has
completed the identification, inventory and prioritization of potentially
affected systems, is engaged in the remediation process, and has contacted all
known third party suppliers.
Internal systems have been grouped into the following categories:
Data Collection Survey and Audit Data Processing
Electronic Data Delivery Sample Generation-Management
Statistical Analysis Data Base Management
Financial - HR Graphics Arts and Production
PC Desktop Network Infrastructure and Servers
Operating and Utility Software Voice Communications & Facilities Management
Remediation efforts are currently prioritized based largely upon the criticality
of the system to the delivery of key products and the size and complexity of the
compliance effort required. Remediation strategies include repair of
non-compliant systems, upgrade/replacement with newer Y2K-compliant versions,
and retirement of some obsolete applications and hardware.
The Company is working with its third party hardware and application software
providers to assure a smooth transition for the Company's products that depend
upon these systems. The Company has identified and initiated contact with all
data suppliers and requested completion of a detailed Y2K compliance checklist.
Alternative suppliers of U.S. survey data have been identified so as to minimize
risk. Both U.S. and international suppliers of survey data will be required to
conduct certification testing. Most suppliers of audit (e.g., point-of-sale)
data, however, are large corporations whose data is important and would be
difficult to replace. In the event of a worst case system failure by one or more
key data suppliers, loss of point-of-sale data could have an immediate impact on
the Company's ability to deliver comprehensive reports to clients in a timely
manner.
The Company estimates its costs specifically related to this year 2000 work
could range between $350,000 - $550,000 over the life of the project.
Approximately 75 percent of the estimated expenditures are expected to relate to
repairing or upgrading current systems and 25 percent to replacement of existing
hardware and software. To date approximately $84,000 of this amount has been
incurred.
Considerable work remains to be accomplished in a limited period of time, and
unforeseen difficulties could conceivably arise which would adversely affect the
Company's ability to complete its systems modifications correctly, completely,
on time and/or within its cost estimate. To minimize these effects, contingency
planning is a key component of the remediation process for each system, so as to
be prepared for unforeseen system failures. In the event of such failures, the
Company is in a position, in most cases, to employ alternative systems and
11
<PAGE>
programming solutions, which utilize time-date offset and data windowing
techniques to continue operations with minimal disruption.
New Accounting Principles
- -------------------------
During 1997, and 1998, the Financial Accounting Standards Board issued the
following account standards: Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS No. 130), Statement of Financial
Accounting Standards No. 131, "Disclosures about Segments of an Enterprise and
Related Information" (SFAS No. 131), Statement of Financial Accounting Standards
No. 132 "Employers Disclosures about Pension and other Post retirement Benefit
Plans" (SFAS No. 132) and Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging Activities. The Company does
not expect any material effect from adoption of SFAS Nos. 131, 132 and 133. The
Company adopted SFAS No. 130 in the first quarter of 1998 and has reported
comprehensive income (loss) as a component of equity.
Forward Looking Statements
- --------------------------
This report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended. As such, final results
could differ from estimates or expectations due to factors such as changes in
market conditions, loss of a significant client and changes in government
regulations and policies, among others. For any of these factors, the Company
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995, as amended.
Impact of Inflation
- -------------------
General inflation in the economy has increased operating expenses of most
businesses. The Company has provided compensation increases generally in line
with the inflation rate and incurred higher prices for materials, goods and
services. The Company continually seeks methods of reducing costs and
streamlining operations while maximizing efficiency through improved internal
operating procedures and controls. While the Company is subject to inflation as
described above, management believes that inflation currently does not have a
material effect on the Company's operating results, but there can be no
assurance that this will continue to be so in the future.
12
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.*
a. Exhibits:
27.01 Financial Data Schedule
b. Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the
quarterly period ended September 30, 1998.
- ------------------------
* There is no instrument defining the right of holders of long-term debt
of the Company or of any of its subsidiaries other than where the
total amount of securities authorized thereunder does not exceed 10%
of the total assets of the Company and its subsidiaries on a
consolidated basis. In accordance with paragraph (b)(4)(iii) of Item
601 of Regulation S-K, the Company agrees to furnish to the Securities
and Exchange Commission, upon request, copies of any such instrument.
13
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
AUDITS & SURVEYS WORLDWIDE, INC.
November 12, 1998 By: /s/ H. Arthur Bellows, Jr.
----------------- ---------------------------
Date H. Arthur Bellows, Jr.
President
By: /s/ Alan J. Ritter
-----------------------------
Alan J. Ritter
Senior Vice President
Chief Financial Officer
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1998 CONSOLIDATED FINANCIAL STATEMENTS OF AUDITS & SURVEYS
WORLDWIDE, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<CIK> 0000099703
<NAME> AUDITS & SURVEYS WORLDWIDE, INC.
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 849
<SECURITIES> 0
<RECEIVABLES> 12,417
<ALLOWANCES> (151)
<INVENTORY> 1,349
<CURRENT-ASSETS> 15,677
<PP&E> 7,827
<DEPRECIATION> (4,288)
<TOTAL-ASSETS> 24,893
<CURRENT-LIABILITIES> 11,836
<BONDS> 1,425
131
0
<COMMON> 0
<OTHER-SE> 9,639
<TOTAL-LIABILITY-AND-EQUITY> 24,893
<SALES> 0
<TOTAL-REVENUES> 40,438
<CGS> 0
<TOTAL-COSTS> 19,270
<OTHER-EXPENSES> 20,320
<LOSS-PROVISION> 120
<INTEREST-EXPENSE> 280
<INCOME-PRETAX> (158)
<INCOME-TAX> (129)
<INCOME-CONTINUING> (29)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (29)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
