<PAGE>
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 December 31, 1997
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
February 11, 1998: 10,399,915 shares of Common Stock, $0.01 par value share.<PAGE>
INDEX
Housecall Medical Resources, Inc.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets at June 30, 1997 and December 31, 1997
Condensed consolidated statements of operations - Three months ended
December 31, 1997 and 1996; Six months ended December 31, 1997 and 1996
Condensed consolidated statement of stockholders' equity - Six months
ended December 31, 1997
Condensed consolidated statements of cash flows - Six months ended
December 31, 1997 and 1996
Notes to condensed consolidated financial statements - December 31, 1997
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<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, December 31,
1997 1997
------------- -------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,074,000 $ 2,082,000
Accounts receivable -- less allowance for doubtful accounts of
$6,394,000 in June 30, 1997 and $ 7,143,000 at December 31, 1997 28,927,000 27,241,000
Income taxes receivable 2,368,000 2,658,000
Deferred income taxes 3,956,000 4,775,000
Inventory 1,144,000 1,108,000
Other current assets 1,125,000 1,738,000
-------------- -------------
Total current assets 39,594,000 39,602,000
Property and equipment, net 9,032,000 9,145,000
Excess of cost of acquired businesses over fair values of net assets 80,192,000 77,001,000
acquired
Deferred financing costs 1,361,000 1,243,000
Other assets 587,000 663,000
-------------- -------------
$ 130,766,000 $ 127,654,000
============== =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,383,000 $ 4,806,000
Accrued payroll and related expenses 7,965,000 7,824,000
Other accrued liabilities 3,830,000 3,203,000
Current portion of long-term debt 3,517,000 7,500,000
Current portion of capital lease obligations 759,000 708,000
-------------- -------------
Total current liabilities 21,454,000 24,041,000
Long-term debt 43,214,000 39,933,000
Capital lease obligations 2,053,000 1,703,000
Other long-term liabilities 1,370,000 1,071,000
Deferred income taxes 828,000 828,000
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 30,000,000 shares authorized, and
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) (6,908,000)
-------------- -------------
Total stockholders' equity 61,847,000 60,078,000
-------------- -------------
$ 130,766,000 $ 127,654,000
============== =============
</TABLE>
See accompanying notes.<PAGE>
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
December 31, December 31,
1996 1997 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net revenue $48,027,000 $44,976,000 $ 96,552,000 $ 93,147,000
Operating expenses:
Patient care 21,298,000 18,019,000 43,118,000 36,460,000
General and administrative 23,682,000 25,398,000 48,365,000 52,257,000
Provision for doubtful accounts 491,000 1,057,000 1,060,000 2,144,000
Depreciation and amortization 831,000 1,127,000 1,601,000 2,267,000
----------- ----------- ----------- -----------
Total operating expenses 46,302,000 45,601,000 94,144,000 93,128,000
----------- ----------- ----------- -----------
Income (loss) from operations 1,725,000 (625,000) 2,408,000 19,000
Interest expense, net 567,000 1,502,000 1,061,000 2,792,000
----------- ----------- ----------- -----------
Income (loss) before income taxes
and extraordinary item 1,158,000 (2,127,000) 1,347,000 (2,773,000)
Provision (benefit) for income taxes 468,000 (639,000) 549,000 (835,000)
----------- ----------- ----------- -----------
Income (loss) before extraordinary item 690,000 (1,488,000) 798,000 (1,938,000)
Extraordinary loss from early extinguishment
of debt, net of $554,000 income tax benefit 735,000 - 735,000 -
----------- ----------- ----------- ------------
Net income (loss) $ (45,000) $(1,488,000) $ 63,000 $(1,938,000)
=========== =========== =========== ===========
Earnings Per Common Share:
Income (loss) per common share
Income (loss) before extraordinary item $ 0.06 $ (0.14) $ 0.07 $ (0.19)
Extraordinary item (0.06) - (0.06) -
=========== =========== =========== ===========
Net income (loss) $ (0.00) $ (0.14) $ 0.01 $ (0.19)
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding 10,921,000 10,400,000 11,055,000 10,377,000
=========== =========== =========== ===========
Earnings Per Common Share - Assuming Dilution:
Income (loss) per common share
Income (loss) before extraordinary item $ 0.06 $ (0.14) $ 0.07 $ (0.19)
Extraordinary item (0.06) - (0.06) -
=========== =========== =========== ===========
Net income (loss) $ (0.00) $ (0.14) $ 0.01 $ (0.19)
=========== =========== =========== ===========
Weighted average common and common
equivalent shares outstanding 11,033,000 10,400,000 11,111,000 10,377,000
=========== =========== =========== ===========
</TABLE>
See accompanying notes<PAGE>
<TABLE>
<CAPTION>
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
Common Stock Additional Retained
----------------------- 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 115,000 1,000 168,000 169,000
Net loss (1,938,000) (1,938,000)
---------- ----------- ------------ ------------ ------------
Balance at December 31, 1997 10,400,000 $ 104,000 $ 66,882,000 $ (6,908,000) $ 60,078,000
========== =========== ============ ============ ===========
See accompanying notes.
</TABLE>
<PAGE>
HOUSECALL MEDICAL RESOURCES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six months ended
December 31,
1996 1997
---------- -----------
<S> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 63,000 $(1,938,000)
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Depreciation and amortization 1,601,000 2,267,000
Amortization of deferred financing costs 202,000 334,000
Deferred income taxes - (835,000)
Extraordinary items 735,000 -
Changes in operating assets and liabilities:
Accounts receivable (2,108,000) 1,257,000
Other current assets and inventory (376,000) (577,000)
Accounts payable (1,749,000) (577,000)
Accrued payroll and related expenses (567,000) (122,000)
Other accrued liabilities - 525,000
Income taxes payable / receivable 459,000 (274,000)
---------- ----------
Net cash provided (used) by operating activities (1,740,000) 60,000
INVESTING ACTIVITIES
Payments for business acquisitions, net of cash acquired (5,448,000) -
Additions to property and equipment ( 786,000) (1,431,000)
Settlement with sellers of acquired company - 2,300,000
Other, net (344,000) (505,000)
---------- ----------
Net cash used by investing activities (6,578,000) 364,000
FINANCING ACTIVITIES
Repayments of long-term debt (46,000) -
Proceeds from issuance of long-term debt 11,988,000 -
Refinancing of long-term debt (6,708,000) -
Proceeds from issuance of common stock - 169,000
Principal payments under capital lease obligations (390,000) (402,000)
Deferred financing costs (763,000) (183,000)
---------- ----------
Net cash used by financing activities 4,081,000 (416,000)
---------- ----------
Net increase in cash and cash equivalents (4,237,000) 8,000
Cash and cash equivalents at beginning of period 7,785,000 2,074,000
---------- ----------
Cash and cash equivalents at end of period $3,548,000 $ 2,082,000
============== =============
</TABLE>
See accompanying notes. <PAGE>
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 10-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 six-month periods ended December 31, 1997 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 six
months ended December 31, 1996 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):
Six MONTHS ENDED
DECEMBER 31,
1996
-------------
Net revenue $ 106,267
Income (loss) before extraordinary item 460
Net loss (loss) (275)
Net loss (loss) per common share (0.02)
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 December 31, 1997, 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
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.
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 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 plans to begin a 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 three to six
month period. 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 six month
periods ended December 31, 1997 reflect the performance of the
Messick Homecare and Healthfirst acquisitions (collectively
referred to as the "1997 Acquisitions") for the entire period,
but Housecall's results of operations during the three and six month
period ended December 31, 1996 reflect the performance of Messick
acquisition for the months of November and December and do not reflect
the performance of the Healthfirst acquisition.
The following table sets forth, for the periods indicated,
selected financial information as a percentage of net revenue:
<TABLE>
<CAPTION>
PERCENTAGE OF NET REVENUE PERCENTAGE OF NET REVENUE
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
1996 1997 1996 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net revenue 100.0% 100.0% 100.0% 100.0%
Operating expenses:
Patient care 44.4 40.1 44.6 39.1
General and administrative 49.3 56.5 50.1 56.2
Provision for doubtful accounts 1.0 2.4 1.1 2.3
Depreciation and amortization 1.7 2.5 1.7 2.4
----- ----- ----- -----
Total operating expenses 96.4 101.5 97.5 100.0
----- ----- ----- -----
Income (loss) from operations 3.6 (1.5) 2.5 (0.0)
Interest expense, net 1.2 3.3 1.1 3.0
----- ----- ----- -----
Income (loss) before income taxes and
extraordinary item 2.4 (4.8) 1.4 (3.0)
Provision (benefit) for income taxes 1.0 (1.5) 0.6 (0.9)
----- ----- ----- -----
Income (loss) before extraordinary item 1.4 (3.3) 0.8 (2.1)
Extraordinary item 1.5 0.0 0.7 0.0
----- ----- ----- -----
Net income (loss) (0.1)% (3.3)% 0.1% (2.1)%
===== ====== ===== ======
</TABLE>
NET REVENUE. Net revenue decreased 6.3% in the second quarter of
fiscal 1998 to $45.0 million compared to $48.0 million for the second
quarter of fiscal 1997. For the first six months of fiscal 1998, net
revenue of $93.1 million was 3.5% lower than the same period in
fiscal 1997. The decrease in net revenue for the second quarter and
the first six months of fiscal 1998 is primarily attributable
to a decline in Medicare nursing visits and Medicare cost-based
reimbursement resulting from 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 second
quarter of fiscal 1998 and the first six months of fiscal 1998.
Infusion therapy revenue for the first six months of fiscal 1998
was 7.8% below the first six months of fiscal 1997, however, for
the second quarter of fiscal 1998 infusion therapy revenue
increased 2.7% over the same period in the prior year.
PATIENT CARE COSTS. Patient care costs decreased 15.4% in the
second quarter of fiscal 1998 to $18.0 million compared to $21.3 million
for the second quarter of fiscal 1997. Patient care costs also
decreased 15.4% in the first six months of fiscal 1998 to $36.5
million from $43.1 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 does not
generate any patient care cost.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased 7.3% in the second quarter of fiscal 1998 to
$25.4 million compared to $23.7 million for the second quarter of
fiscal 1997. For the first six months of fiscal 1998 general and
administrative expenses increased to $52.3 million from $48.4 million
for the comparable period of fiscal 1997, or 8.1%. Part of the
increase for the first six months of fiscal 1998 is attributable to
the addition of marketing and sales staff during fiscal 1998 to
support implementation of the Company's expansion and growth plans,
which affected expenses before the benefits of increased net revenue
is achieved. In addition, much of the increase is attributable to
the fact that all management services expenses are classified as
general and administrative and the segment increased as a
percentage of net revenues from 2% to 91% for the six months
ended December 31, 1996 and 1997, respectively.
PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful
accounts for the second quarter and the first six months of
fiscal 1998 was 2.4% and 2.3% of revenues, respectively. The
provision was substantially lower in fiscal 1997 as a result of
the Company's change in business mix whereby the decrease in
cost-based nursing revenue has shifted to increased RT/HME and
management services revenue which incur a higher incident of bad debt.
DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and
amortization expense increased to $2.3 million and $1.1 million
in the six months and the second quarter of fiscal 1998 from
$1.6 million and $.8 million in the six months and the second
quarter of fiscal 1997, respectively, primarily due to the
fiscal year 1997 acquisitions.
INTEREST EXPENSE, NET. Interest expense increased in the
second quarter of fiscal 1998 to $1.5 million compared to
$.6 million in the second quarter of fiscal 1997. Interest
expense increased in the first six months of fiscal 1998 to
$2.8 million compared to $1.1 million for the first six months
of fiscal 1997. This increase is also primarily due to the
fiscal year 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 has initiated formal communications with all of its
significant suppliers and large third party payors, including the
Medicare Program, to determine the extent to which the Company's
interface systems are vulnerable to those third parties' failure to
remediate their own Year 2000 Issues. There can be no guarantee that
the systems of other companies on which the Company's systems rely
will be timely converted and would not have an adverse effect on the
Company's systems. The Company has determined it has no exposure to
contingencies related to the Year 2000 Issue for services it has provided.
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 18
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,
will be adequate to enable the Company to fund its operations and
scheduled debt payments, for at least the next year. In the event
operations do not provide sufficient cash flow to fund operations and
scheduled debt payments, management intends to obtain financing
from alternate sources. However, no assurance can be given that
alternative sources of financing will be available. 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.
While the Company has experienced such delays and adjustments,
the Company has not had a working capital shortfall as a result
of such occurrence.
At June 30, 1997, the Company had cash and cash equivalents
of $2.1 million and working capital of $18.1 million. At
December 31, 1997, these amounts were $2.1 million and $15.5 million,
respectively. Cash provided by operating activities was $.1 million
for the six months ended December 31, 1997.
The Company's investing activities provided $.4 million
cash during the six months ended December 31, 1996. The investing
activities primarily consisted of the settlement with sellers of an
acquired company for $2.3 million in cash and the Company used
approximately $1.4 million for additions to property,
plant and equipment.
Financing activities used $.4 million of cash during the
six months ended December 31 1997. The most significant
components of financing activities were the payments of principal
on capital leases and deferred financing costs.
Part II. 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: February 14, 1998 by: /s/ Fred C. Follmer
Fred C. Follmer
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001006604
<NAME> HOUSECALL MEDICAL RESOURCES, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,082,000
<SECURITIES> 0
<RECEIVABLES> 34,384,000
<ALLOWANCES> 7,143,000
<INVENTORY> 1,108,000
<CURRENT-ASSETS> 39,602,000
<PP&E> 12,965,000
<DEPRECIATION> 3,820,000
<TOTAL-ASSETS> 127,654,000
<CURRENT-LIABILITIES> 24,041,000
<BONDS> 39,933,000
0
0
<COMMON> 104,000
<OTHER-SE> 66,882,000
<TOTAL-LIABILITY-AND-EQUITY> 127,654,000
<SALES> 93,147,000
<TOTAL-REVENUES> 93,147,000
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 90,984,000
<LOSS-PROVISION> 2,144,000
<INTEREST-EXPENSE> 2,792,000
<INCOME-PRETAX> (2,773,000)
<INCOME-TAX> (835,000)
<INCOME-CONTINUING> (1,938,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,938,000)
<EPS-PRIMARY> (.19)
<EPS-DILUTED> (.19)
</TABLE>
