FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the period ended March 31, 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 0-28134
HOUSECALL MEDICAL RESOURCES, INC.
----------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 58-2114917
- ---------------------------- ----------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
1000 Abernathy Road, Building 400, Suite 1825, Atlanta, Georgia 30328
----------------------------------------------------------------------
(Address of principal executive offices and zip code)
(770) 379-9000
--------------------------------------------------------------
(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. Yes x No
--- ---
Shares outstanding of each of the issuer's classes of common stock at
November 12, 1997: 10,399,915 shares of Common Stock, $0.01 par value
share.
INDEX
Housecall Medical Resources, Inc.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets at June 30, 1997
and March 31, 1998
Condensed consolidated statements of operations -
Three months ended March 31, 1998 and 1997; Nine months
ended March 31, 1998 and 1997
Condensed consolidated statements of stockholders'
equity - Nine months ended March 31, 1998
Condensed consolidated statements of cash flows
- Nine months ended March 31, 1998 and 1997
Notes to condensed consolidated financial statements
- March 31, 1998
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information.
Item 6. Exhibits and Reports on Form 8-K
Signatures
1
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30,
March, 31
1997
1998
----------
- -----------
(unaudited)
<S> <C>
<C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,074,000
$ 77,000
Accounts receivable -- less allowance for doubtful accounts of
$6,394,000 at June 30, 1997 and $6,052,000 at March 31, 1998 28,927,000
27,550,000
Income taxes receivable 2,368,000
2,820,000
Deferred income taxes 3,956,000
5,313,000
Inventory 1,144,000
1,151,000
Other current assets 1,125,000
1,387,000
---------------
- ------------
Total current assets 39,594,000
38,298,000
Property and equipment, net 9,032,000
9,078,000
Excess of cost of acquired businesses over fair values of net assets acquired 80,192,000
76,105,000
Deferred financing costs 1,361,000
1,079,000
Other assets 587,000
610,000
---------------
- ------------
$ 130,766,000
$ 25,170,000
===============
============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,383,000
$ 4,878,000
Accrued payroll and related expenses 7,965,000
7,355,000
Other accrued liabilities 3,830,000
2,701,000
Current portion of long-term debt 3,517,000
9,503,000
Current portion of capital lease obligations 759,000
556,000
---------------
- ------------
Total current liabilities 21,454,000
24,993,000
Long-term debt 43,214,000
37,943,000
Capital lease obligations 2,053,000
1,648,000
Other long-term liabilities 1,370,000
936,000
Deferred income taxes 828,000
828,000
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 30,000,000 shares authorized,
10,285,000 and 10,400,000 shares issued and outstanding 103,000
104,000
Additional paid-in capital on common stock 66,714,000
66,882,000
Retained earnings (deficit) (4,970,000)
(8,164,000)
---------------
- ------------
Total stockholders' equity 61,847,000
58,822,000
---------------
- ------------
$ 130,766,000
$125,170,000
===============
============
</TABLE>
See accompanying notes.
2
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine
months ended
March 31,
March 31,
1997 1998 1997
1998
---------- ---------- ----------
- - ----------
<S> <C> <C> <C>
<C>
Net revenue $ 46,457,000 $ 42,035,000 $
143,010,000 $ 135,182,000
Operating expenses:
Patient care 21,184,000 17,797,000
64,303,000 54,257,000
General and administrative 26,513,000 22,333,000
74,878,000 74,590,000
Provision for doubtful accounts 2,585,000 1,084,000
3,645,000 3,228,000
Depreciation and amortization 867,000 1,097,000
2,468,000 3,364,000
------------- ------------- ------------
- -- --------------
Total operating expenses 51,149,000 42,311,000
145,294,000 135,439,000
------------- ------------- ------------
- -- --------------
Income (loss) from operations (4,692,000) (276,000)
(2,284,000) (257,000)
Interest expense, net 615,000 1,517,000
1,676,000 4,309,000
------------- ------------- ------------
- -- --------------
Income (loss) before income taxes and
extraordinary item (5,307,000) (1,793,000)
(3,960,000) (4,566,000)
Provision (benefit) for income taxes (1,737,000) (537,000)
(1,188,000) (1,372,000)
------------- ------------- ------------
- -- --------------
Income (loss) before extraordinary item (3,570,000) (1,256,000)
(2,772,000) (3,194,000)
Extraordinary loss from early extinguishment of
debt, net of $554,000 income tax benefit 167,000 -
902,000 -
------------- ------------- ------------
- -- -------------
Net income (loss) $ (3,737,000) $ (1,256,000) $
(3,674,000) $ (3,194,000)
============= ============
============== =============
Basic and Diluted Earnings Per Common Share:
Income (loss) per common share:
Income (loss) before extraordinary item $ (0.35) $ (0.12) $
(0.27) $ (0.31)
Extraordinary item (0.02) -
(0.09) -
------------- ------------- -----------
- --- ------------
Net income (loss) $ (0.37) $ (0.12) $
(0.36) $ (0.31)
============= ============
============== =============
Weighted average common and common
equivalent shares outstanding 10,223,000 10,400,000
10,220,000 10,384,000
============= ============
============== =============
</TABLE>
See accompanying notes.
3
<TABLE>
<CAPTION>
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(Unaudited)
Additional Retained
Common Stock Paid-in Earnings
Shares Amount Capital (Deficit)
Total
------------ ----------- ------------ ------------
- ----------
<S> <C> <C> <C> <C>
<C>
Balance at June 30, 1997 10,285,000 $ 103,000 $ 66,714,000 $ (4,970,000)
$ 61,847,000
Exercise of common stock options 115,000 1,000 168,000
169,000
Net loss (3,194,000)
(3,194,000)
---------- ---------- ------------ ------------
- -------------
Balance at March 31, 1998 10,400,000 $ 104,000 $ 66,882,000 $ (8,164,000)
$ 58,822,000
========== ========== ============ =============
==============
</TABLE>
See accompanying notes.
4
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months
ended
March 31,
1997
1998
<S> <C>
<C>
Operating activities
Net income (loss) $ (3,674,000) $
(3,194,000)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization 2,470,000
3,365,000
Amortization of deferred financing costs 289,000
520,000
Deferred income taxes (1,373,000)
(1,372,000)
Extraordinary item 902,000
- -
Changes in operating assets and liabilities:
Accounts receivable 1,176,000
948,000
Other current assets and inventory (93,000)
(269,000)
Accounts payable (3,048,000)
(505,000)
Accrued payroll and related expenses and other accrued liabilities 1,057,000
(571,000)
Income taxes payable / receivable (96,000)
(437,000)
-------------- --
- -----------
Net cash provided (used) by operating activities (2,390,000)
(1,515,000)
Investing activities
Payments for business acquisitions, net of cash acquired (5,448,000)
- -
Additions to property and equipment (1,216,000)
(1,927,000)
Settlement with sellers of acquired companies -
2,670,000
Other, net (618,000)
(597,000)
-------------- --
- -----------
Net cash provided (used) by investing activities (7,282,000)
146,000
Financing activities
Repayments of long-term debt (67,000)
- -
Proceeds from issuance of long-term debt 13,588,000
- -
Refinancing of long-term debt (6,708,000)
- -
Proceeds from issuance of common stock 53,000
169,000
Principal payments under capital lease obligations (563,000)
(608,000)
Deferred financing costs (804,000)
(189,000)
-------------- --
- -----------
Net cash provided (used) by financing activities 5,499,000
(628,000)
-------------- --
- -----------
Net increase (decreased) in cash and cash equivalents (4,173,000)
(1,997,000)
Cash and cash equivalents at beginning of period 7,785,000
2,074,000
-------------- --
- -----------
Cash and cash equivalents at end of period $ 3,612,000 $
77,000
==============
=============
</TABLE>
See accompanying notes.
HOUSECALL MEDICAL RESOURCES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to
Form 1O-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation have
been included. Operating results for the three and nine-month periods
ended March 31, 1998 are not necessarily indicative of the results that
may be expected for the year ending June 30, 1998. For further
information, refer to the company's consolidated financial statements
and footnotes thereto for the year ended June 30, 1997.
2. Earnings Per Share
In 1997, the Financial Accounting Standards Board issued Statement No. 128,
Earnings per Share. Statement 128 replaced the calculation of primary
and fully diluted earnings per share with basic and diluted earnings
per share. Unlike primary earnings per share, basic earnings per share
excludes any dilutive effects of options, warrants and convertible
securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All
earnings per share amounts for all periods have been presented in
accordance with Statement 128 requirements.
3. Acquisitions
The following unaudited pro forma information for the nine months ended
March 31, 1997 is presented as if the fiscal 1997 acquisitions of
Messick Homecare and Healthfirst, described in Note 2 to the Company's
consolidated financial statements for the year ended June 30, 1997,
had been effected as of July 1, 1996. The pro forma information is
in thousands, (except per share amounts):
Nine months ended
March 31, 1997
-----------------
Net revenues $157,230
Income (loss) before extraordinary item (3,106)
Net income (loss) (4,008)
Net income (loss) per common share (0.36)
4. Commitments and Contingencies
At July 1, 1997 the Company maintained general and professional liability
insurance with independent insurance carriers primarily on an occurrence
basis. Beginning August 1, 1997, the Company purchased professional liability
insurance with terms which are similar. Prior to August 1, 1996, the Company
maintained general and professional liability insurance primarily on a
claims made basis. Claims based on occurrences during the term of the
policy, but asserted subsequently, would be insured.
Additionally, the Company's risk management system has procedures for
identifying and reporting claims on a timely basis. Based on the claims
history to date and the risk management system, management believes
any incurred but not reported claims at March 31, 1998, would not be
material to the Company's financial position or its results of operations.
On August 30, 1996, two lawsuits were filed by certain persons who seek to
represent a class of shareholders who purchased shares of the Company's
common stock in the April 1996 public offering or in the subsequent after
market. In September and November 1996 two additional lawsuits were filed
with similar representations. The individual plaintiffs in all four cases
allege that they were induced to purchase the Company's stock on the basis
of misrepresentations about the Company and its prospects. The complaints
assert claims under Section 11, 12(2), and 15 of the Securities Act of 1933.
The complaints name as the defendants the Company, its Directors and
certain of its then existing officers, and the lead underwriters associated
with the public offering. By an order dated December 5, 1996, The
United States District Court for the Northern District of Georgia
consolidated all four actions. In January 1997 a Consolidated
Amended Complaint was filed in the Northern District of Georgia.
On March 13, 1997, the Company moved to dismiss the Consolidated
Amended Complaint. On March 30,1998, the Court granted the
Company's Joint Motion to Dismiss allowing Plaintiffs leave to
reopen this case by filing an amended complaint within
Thirty (30) days. On April 29,1998, the Plaintiffs filed the Second
Amended Class Action Complaint with the Court. The Company
intends to vigorously defend this lawsuit.
The Company is a party to a number of legal actions arising in the ordinary
course of its business. In management's opinion, after consultation with
legal counsel, settlement of these actions, will not have a material
adverse effect on the Company's consolidated financial position, liquidity
or results of operations.
5. Intangible Assets
In accordance with FASB Statement No. 121, Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to be Disposed of
("Statement No. 121"), the Company records impairment losses on
long-lived assets used in operations when events and circumstances
indicate that such assets might be impaired and the undiscounted cash
flows estimated to be generated by those assets are less than the assets'
net book values. Due to the upcoming changes in the Medicare
reimbursement program for providers of home health services and the
Company's recording of significant recurring losses, the Company is
continuing the study to determine the impact as it relates to the carrying
value of its long-lived assets. Management expects to complete
this study during the next several months. It is reasonably possible
that the study may conclude that it is necessary to write down certain
assets to their fair market value.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
In the following discussions, most percentages and dollar
amounts have been rounded to aid presentation; as a result
all such figures are approximations. References to such
approximations have generally been omitted.
In addition to the historical information contained in this Management's
Discussion and Analysis of Financial Condition and Results of Operations,
certain matters set forth below may contain forward-looking statements.
Such forward-looking statements involve a number of risks and uncertainties
that could cause results to differ materially from any such statements,
including the risk and uncertainties discussed in the Company's annual report
on Form 10-K for its fiscal year ended June 30, 1997 under the caption
"Certain Factors Affecting Forward-Looking Statements" Item 1, Business,
which discussion is incorporated herein by this reference.
Results of Operations
Housecall's results of operations during the three and nine month periods
ended March 31, 1998 reflect the performance of the Messick Homecare and
Healthfirst acquisitions (collectively referred to as the "Fiscal 1997
Acquisitions") for the entire period, but Housecall's results of operations
during the three and nine month periods ended March 31, 1997 reflect the
performance of Messick Homecare (which was acquired in November 1996) since
acquisition, and does not reflect the performance of Healthfirst
(which was acquired in May 1997).
The following table sets forth, for the periods indicated, selected financial
information as a percentage of net revenue:
<TABLE>
<CAPTION>
Percentage of Net Revenue
---------------------------------------------------
- ----
Three months ended Nine months
ended
March 31, March
31,
1997 1998 1997
1998
------- ------- ------- -
- ------
<S> <C> <C> <C>
<C>
Net revenue 100.0 % 100.0 % 100.0 %
100.0%
Operating expenses:
Patient care 45.6 42.3 45.0
40.1
General and administrative 57.0 53.1 52.4
55.2
Provision for doubtful accounts 5.6 2.6 2.5
2.4
Depreciation and amortization 1.9 2.6 1.7
2.5
------- ------- -------
- -------
Total operating expenses 110.1 100.6 101.6
100.2
------- ------- -------
- -------
Income (loss) from operations (10.1) (0.6) (1.6)
(0.2)
Interest expense, net 1.3 3.6 1.2
3.2
------- ------- -------
- -------
Income (loss) before income taxes and
extraordinary item (11.4) (4.2) (2.8)
(3.4)
Provision (benefit) for income taxes (3.7) (1.3) (0.8)
(1.0)
------- ------- -------
- -------
Income (loss) before extraordinary item (7.7) (2.9) (2.0)
(2.4)
Extraordinary item 0.4 0.0 0.6
0.0
------- ------- -------
- -------
Net income (loss) (8.1) % (2.9) % (2.6) %
(2.4)%
======= ======= =======
=======
</TABLE>
Net Revenue. Net revenue decreased 9.5% in the third quarter of fiscal
1998 to $42.0 million compared to $46.5 million for the third quarter of
fiscal 1997. For the first nine months of fiscal 1998, net revenue of
$135.2 million was 5.5% lower than the same period in fiscal 1997.
The decrease in net revenue for the third quarter and the first nine
months of fiscal 1998 is primarily attributable to a decline in Medicare
nursing visits and Medicare cost-based reimbursement
resulting from venipuncture being disallowed as a reimbursable procedure and
the Company's continuing efforts to reduce costs. The majority of the decrease
in nursing net revenue was offset by increases in respiratory therapy/home
medical equipment (RT/HME) and management services for the third quarter and
the first nine months of fiscal 1998. Infusion therapy revenue for the first
nine months of fiscal 1998 was 4.1% below the first nine months of fiscal 1997;
however, for the third quarter of fiscal 1998, infusion therapy revenue
increased 4.5% over the same period in the prior year.
Patient Care Costs. Patient care costs decreased 16.0% in the third quarter
of fiscal 1998 to $17.8 million compared to $21.2 million for the
third quarter of fiscal 1997. Patient care costs also decreased 15.6% in
the first nine months of fiscal 1998 to $54.3 million from $64.3 million
for the same period of fiscal 1997. In each case, the decrease is primarily
attributable to the same factors mentioned above with respect to the
decrease in net revenue during the period, and the decrease in Medicare
nursing visits. As a percentage of net revenue, the decrease in patient
care cost reflects the change in the Company's business mix.
RT/HME has a significantly lower patient care cost percentage of
net revenue than nursing services, and the management services
segment (which experienced increased volume primarily as a result
of the May 1997 acquisition of Healthfirst) does not generate any
patient care cost.
General and Administrative Expenses. General and administrative
expenses decreased 15.8% in the third quarter of fiscal 1998 to
$22.3 million compared to $26.5 million for the third quarter of
fiscal 1997. For the first nine months of fiscal 1998, general and
administrative expenses decreased slightly to $74.6 million from
$74.9 million for the comparable period of fiscal 1997, or .4%.
Part of the decrease for the three months ended March 31, 1998 and the
first nine months of fiscal 1998 is attributable to staff reductions and
cost cutting that was implemented during the first two quarters of fiscal
year 1998. Most of that decrease, however, is offset by the fact that all
management services expenses are classified as general and
administrative and the segment increased as a percentage of net
revenues from 3.9% to 10.3% for the nine months ended
March 31, 1998, compared to the period ended March 31, 1997,
reflecting the acquisition of Healthfirst.
Provision for Doubtful Accounts. The provision for doubtful accounts for the
third quarter and the first nine months of fiscal 1998 was 2.6% and 2.4% of
revenues, respectively. The provision was substantially higher in the
fiscal 1997 third quarter as a result of the Company's change in business
mix whereby cost-based nursing revenue decreased while RT/HME and
management services revenue (which incur a higher incident of bad debt)
increased. For the nine months ended March 31, 1998
and 1997, the provision for doubtful accounts was comparable.
Depreciation and Amortization Expenses. Depreciation and amortization expense
increased to $3.4 million and $1.1 million for the nine months and the third
quarter of fiscal 1998, respectively, from $2.5 million and $.9 million in the
nine months and the third quarter of fiscal 1997, respectively, primarily due
to the Fiscal 1997 Acquisitions.
Interest Expense, Net. Interest expense increased in the third quarter of
fiscal 1998 to $1.5 million compared to $.6 million in the third quarter
of fiscal 1997. Interest expense increased in the first nine months of
fiscal 1998 to $4.3 million compared to $1.7 million for the first nine
months of fiscal 1997. The increases are primarily due to additional
borrowings incurred in connection with the Fiscal 1997 Acquisitions.
Impact of Year 2000
The Year 2000 Issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Any of the Company's
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result in
a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.
Based on a recent assessment, the Company determined that it will be required to
modify or replace significant portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter. The Company presently believes that with modifications to existing
software and conversions to new software, the Year 2000 Issue will not pose
significant operational problems for its computer systems. However, if such
modifications and conversions are not made, or are not completed timely,
the Year 2000 Issue could have a material impact on the
operations of the Company.
The Company will utilize both internal and external resources to reprogram,
or replace, and test the software for Year 2000 modifications. The Company
anticipates completing the Year 2000 project within 12 to 15 months but not
later than June 30, 1999, which is prior to any anticipated impact on its
operating systems. The total cost of the Year 2000 project has not been
determined and is anticipated to be funded through operating cash flows.
Except for purchases of new software, these costs will be expensed as incurred.
There is no assurance that these costs will not have a material effect on
the results of operations.
Liquidity and Capital Resources
Management believes that cash flow generated from operations, and available
credit lines, will be adequate to enable the Company to fund its operations
for at least the next year. In the event operations do not provide
sufficient cash flow to fund operations, management intends to obtain
financing from alternate sources. Management also recognizes that scheduled
debt service payments over the next twelve months will not be achieved in
the absence of additional sources of cash. Strategic alternatives are presently
being reviewed in order to remedy this situation, and accordingly, management
has not included its long-term borrowings in current liabilities.
No assurance can be given that alternative sources of financing will be
available or that management will be able to remedy the scheduled
debt payment requirements. In addition, delays in reimbursements to
the Company by third party payors (or the effect of a Medicare
adjustment with respect to a prior period's reimbursement) may cause
working capital constraints.
At June 30, 1997, the Company had cash and cash equivalents of $2.1 million and
working capital of $18.1 million. At March 31, 1998, these amounts were
$.1 million and $13.3 million, respectively. Cash used by operating
activities was $1.5 million for the nine months ended March 31, 1998.
The Company's investing activities provided $.1 million cash during the nine
months ended March 31, 1998. The investing activities primarily consisted of
the settlement with sellers of acquired companies for $2.7 million in cash,
and the Company used approximately $1.9 million for additions to property,
plant and equipment.
Financing activities used $.6 million of cash during the nine months ended
March 31 1998. The most significant component of financing activities were
the payments of principal on capital leases.
Part 11. Other Information
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit 27 - Financial Data Schedule (for SEC use only)
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.
Housecall Medical Resources, Inc.
Registrant)
Date: May 20, 1998 by : /s/ Fred C. Follmer
Fred C. Follmer
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 77,000
<SECURITIES> 0
<RECEIVABLES> 33,602,000
<ALLOWANCES> 6,052,000
<INVENTORY> 1,151,000
<CURRENT-ASSETS> 38,298,000
<PP&E> 13,438,000
<DEPRECIATION> 4,360,000
<TOTAL-ASSETS> 125,170,000
<CURRENT-LIABILITIES> 24,993,000
<BONDS> 37,943,000
0
0
<COMMON> 104,000
<OTHER-SE> 66,882,000
<TOTAL-LIABILITY-AND-EQUITY> 125,170,000
<SALES> 135,182,000
<TOTAL-REVENUES> 135,182,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 132,211,000
<LOSS-PROVISION> 3,228,000
<INTEREST-EXPENSE> 4,309,000
<INCOME-PRETAX> (4,566,000)
<INCOME-TAX> (1,372,000)
<INCOME-CONTINUING> (3,194,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,194,000)
<EPS-PRIMARY> (.31)
<EPS-DILUTED> (.31)
</TABLE>
