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 March 31, 1997
[ ] 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: 0-20881
HEALTHCOR HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2294072
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
8150 North Central Expressway, Suite M-2000, Dallas, Texas 75206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 692-4663
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 [ ]
As of May 12, 1997 approximately 10,043,465 shares of Common Stock were
issued and outstanding.
Total number of sequentially numbered pages 14
Exhibit Index on sequentially numbered page 12
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The unaudited condensed consolidated financial statements include the
accounts of HealthCor Holdings, Inc. and subsidiaries (the "Company") and have
been prepared in accordance with generally accepted accounting principles for
interim financial information. 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
considered necessary for a fair presentation in the following financial
statements have been included. These condensed consolidated financial statements
should be read in conjunction with the audited consolidated financial statements
and the related notes for the year ended December 31, 1996, included in the
Company's Report on Form 10-K, as filed with the Securities and Exchange
Commission.
2
<PAGE>
HEALTHCOR HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1997 1996
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents ................... $ -- $ --
Accounts receivable, net .................... 33,963,095 26,843,981
Federal income tax refund receivable ........ -- 833,538
Supplies inventory .......................... 3,117,314 3,219,815
Prepaid expenses and other .................. 1,167,370 2,040,698
Deferred income taxes ....................... 2,542,832 1,837,173
------------ ------------
Total current assets ................. 40,790,611 34,775,205
Property and equipment, net ................... 22,655,452 22,287,540
Excess of cost of acquired businesses over fair
values of net assets acquired, net ........... 40,774,916 40,838,391
Other assets .................................. 2,597,161 2,401,862
------------ ------------
Total assets ......................... $106,818,140 $100,302,998
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Bank overdraft .............................. $ 970,827 $ 184,264
Accrued payroll and related expenses ........ 5,496,061 7,020,813
Accounts payable and accrued expenses ....... 3,779,785 6,570,747
Line of credit payable ...................... 14,535,000 8,950,000
Current portion of long-term debt ........... 3,079,099 3,582,096
Current portion of capital lease obligations 1,727,347 2,369,300
Income taxes payable ........................ 1,260,261 324,309
------------ ------------
Total current liabilities ............ 30,848,380 29,001,529
Deferred income taxes and other ............... 7,377,593 7,216,476
Long-term debt ................................ 9,319,729 7,114,778
Capital lease obligations ..................... 2,870,916 2,415,667
------------ ------------
Total liabilities .................... 50,416,618 45,748,450
Commitments and contingencies
Stockholders' equity:
Common stock, $.01 par value, 40,000,000
shares authorized; 10,030,465 and 10,015,967
shares issued and outstanding in 1997 and 1996,
respectively ................................ 100,304 100,159
Additional paid-in capital .................. 39,600,729 39,562,152
Retained earnings ........................... 16,700,489 14,892,237
------------ ------------
Total stockholders' equity ................ 56,401,522 54,554,548
------------ ------------
Total liabilities and stockholders' equity $106,818,140 $100,302,998
============ ============
The accompanying notes are an integral part of these consolidated balance
sheets.
3
<PAGE>
HEALTHCOR HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
----------- -----------
Net revenues ................................... $33,764,708 $24,254,490
Direct expenses ................................ 14,297,338 11,520,783
----------- -----------
Gross profit ................................... 19,467,370 12,733,707
Other costs and expenses:
General and administrative ................... 13,652,594 9,558,155
Depreciation and amortization ................ 1,092,976 535,775
Provision for doubtful accounts .............. 1,046,543 506,129
----------- -----------
Total costs and expenses ............... 15,792,113 10,600,059
----------- -----------
Income from operations ......................... 3,675,257 2,133,648
Interest expense, net .......................... 661,531 485,900
----------- -----------
Income before income taxes ..................... 3,013,726 1,647,748
Provision for income taxes ..................... 1,205,474 676,462
----------- -----------
Net income ..................................... $ 1,808,252 $ 971,286
=========== ===========
Net income per common share .................... $ .18 $ .15
=========== ===========
Weighted average common shares outstanding ..... 10,177,552 6,543,430
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
HEALTHCOR HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED CONDSENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
----------------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income ......................................................................... $ 1,808,252 $ 971,286
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization ................................................... 1,823,766 893,716
Proceeds on disposition on assets ............................................... 34,404 --
Changes in operating assets and
liabilities, net of acquired businesses:
Accounts receivable, net ...................................................... (7,119,114) (3,854,700)
Prepaid expenses and other assets ............................................. 1,048,405 225,811
Deferred income taxes ......................................................... (586,095) (362,840)
Accounts payable and accrued expenses ......................................... (4,315,714) (412,936)
Income taxes payable/receivable ............................................... 1,769,490 (138,991)
Deferred revenue .............................................................. 41,553 881,238
----------- -----------
Net cash used in operating activities ...................................... (5,495,053) (1,797,416)
----------- -----------
Cash flows from investing activities:
Payments for business acquisitions, net of cash acquired ........................... (510,154) (55,883)
Additions to property and equipment ................................................ (1,739,728) (2,403,318)
----------- -----------
Net cash used in investing activities ...................................... (2,249,882) (2,459,201)
----------- -----------
Cash flows from financing activities:
Proceeds from issuance of debt ..................................................... 8,585,000 425,000
Payments on debt and capital lease obligations ..................................... (1,665,350) (843,904)
Issuance of common stock ........................................................... 38,722 --
----------- -----------
Net cash provided by (used in) financing activities ........................ 6,958,372 (418,904)
----------- -----------
Net decrease in cash and cash equivalents ............................................ (786,563) (4,675,521)
Cash and cash equivalents, beginning of period ....................................... (184,264) 1,627,940
----------- -----------
Cash and cash equivalents, end of period ............................................. $ (970,827) $(3,047,581)
=========== ===========
Supplemental disclosure of cash flow information:
Debt issued in acquisitions ........................................................ $ 50,000 $ --
Issuance of capital lease obligations .............................................. 130,600 637,190
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
HEALTHCOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation
The unaudited condensed consolidated financial statements include the
accounts of HealthCor Holdings, Inc. and subsidiaries (the "Company") for the
three months ended March 31, 1997 and 1996. All significant intercompany
transactions have been eliminated. Direct expenses on the statements of income
include all costs directly related to the production of net revenues, such as
salary and related benefit costs, depreciation of hand-held point-of-care
computers, billable medical supplies, product purchase costs, and rental
equipment depreciation. Depreciation costs not directly attributable to the
generation of net revenues are included in other costs and expenses. The
accompanying unaudited condensed consolidated financial statements and notes
should be read in conjunction with the Company's consolidated financial
statements and related notes included in the Company's Annual Report on Form
10-K for the year ended December 31, 1996.
2. Acquisitions
During 1996, the Company acquired 8 home health care businesses and one
personnel placement company. The home health care businesses consist of 27
offices in Texas, Oklahoma, Arkansas and Louisiana. The aggregate purchase price
for all companies included cash of approximately $21.0 million and notes payable
to sellers of approximately $3.3 million. On January 1, 1997 the Company
acquired a small nursing facility in Missouri. The cash amounts have been funded
under the Company's bank acquisition credit facility.
The following unaudited pro forma information reflects the effect on the
consolidated statements of income assuming that all significant acquisitions
during 1996 were consummated as of January 1, 1996. This information does not
purport to be indicative of the results that would have actually been obtained
if the acquisitions had occurred on such dates. Therefore, pro forma information
cannot be considered indicative of future operations.
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
------- -------
(in thousands, except per
share amounts)
Net revenues .................................. $33,765 $33,700
Net income .................................... 1,808 1,423
Net income per common share ................... $ 0.18 $ 0.22
Weighted average common shares outstanding .... 10,178 6,543
As mentioned in the "Overview" section of Item 2 of this report, the
Company's business and revenue mix has changed significantly as a result of
acquisitions made in prior years. This shift to a higher concentration of
respiratory therapy/medical equipment and infusion therapy has contributed
materially to favorable growth in net income. However, during the period the
cost-reimbursed nursing portion of the base business has declined, and as a
result, net revenues on a pro forma basis are essentially flat.
3. Bank Credit Facility
At December 31, 1996, the Company had a bank credit facility that provides
for an aggregate borrowings of $75.0 million, consisting of a $15.0 million
revolving credit line and $60.0 million term facility for acquisitions. On April
30, 1997, the Company amended the facility to increase the revolving credit line
to $25.0 million and to reduce the term facility to $50.0 million. Use of the
term loan facility is limited to $42.5 million, with the remaining $7.5 million
term facility available when the Company's current stockholders' equity
increases by $0.9 million to $57.3 million. The revolving credit line expires on
October 31, 1999. The term facility is available for
6
<PAGE>
acquisitions until October 31, 1998, and is repayable in quarterly installments
of principal and interest through October 31, 2001. As of May 12, 1997, the
Company had available $8.5 million under the revolving credit line and $22.2
million under the term facility for acquisitions.
4. Subsequent Events
Subsequent to March 31, 1997, the Company acquired, for $9.4 million in
cash and $1.1 million in seller debt, the net assets of two nursing companies
with locations in the southwestern United States. The cash payments were
financed using the bank credit facility (See note 3). The acquisitions will be
accounted for using the purchase method of accounting. The purchase price and
costs associated with the acquisitions are expected to exceed the fair value of
the net assets acquired by approximately $8.0 million, which will be recorded as
costs in excess of net assets acquired.
5. Earnings Per Share
In February 1997 the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128 entitled "Earnings Per Share" which
requires publicly held companies with potentially dilutive securities to change
their earnings per share computation for years ending after December 15, 1997,
and show a basic earnings per share (based on the weighted average number of
common shares outstanding) and a diluted earnings per share (based on the
weighted average number of common shares outstanding plus the effect of all
dilutive securities, such as stock options and warrants). The new statement is
expected to result in a slightly favorable impact on earnings per share for
certain prior periods. The Company will adopt SFAS No. 128 in the fourth quarter
of 1997.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
OVERVIEW
HealthCor Holdings, Inc. (the "Company") provides fully-integrated home
health care services, including nursing, respiratory therapy/medical equipment
and infusion therapy in nine states in the southwestern and central United
States. The Company has made 10 acquisitions of home health care companies and
one personnel placement company since March 31, 1996. The home health care
companies consist primarily of respiratory therapy/ medical equipment and
infusion therapy disciplines, enabling the Company to enter contiguous markets
and to expand the range of services offered in existing markets. The following
table summarizes these acquisitions:
APPROXIMATE
ACQUISITION DATE DESCRIPTION OF BUSINESS ANNUAL REVENUES
(in thousands)
April 1, 1996 Respiratory therapy/medical equipment .... $ 900
May 1, 1996 Respiratory therapy/medical equipment,
Infusion therapy ....................... 12,400
September 1, 1996 Respiratory therapy/medical equipment .... 7,000
October 1, 1996 Nursing .................................. 4,000
October 1, 1996 Respiratory therapy/medical equipment .... 700
October 1, 1996 Personnel placement services ............. 4,300
November 1, 1996 Nursing .................................. 1,300
December 1, 1996 Respiratory therapy/medical equipment .... 575
December 31, 1996 Nursing .................................. 4,100
January 1, 1997 Nursing .................................. 2,000
-------
$37,275
=======
Subsequent to an acquisition, the Company plans to implement its full
range of services throughout the acquired operations. In addition, the Company
seeks to increase growth in existing offices by providing additional home health
care services, such as cardiac monitoring, hospice and primary home care. The
Company's strategy is to maximize the revenues of its offices in each of its
markets, which from time to time requires realignment of customers or services
among existing and new offices.
The Company's net revenue mix has changed dramatically as a result of
acquisitions, shifting from predominantly nursing services to higher margin
respiratory therapy/medical equipment and infusion therapy businesses. Following
is a breakdown of net revenue mix (dollars in thousands):
THREE MONTHS ENDED MARCH 31,
----------------------------
1997 1996
--------------- ---------------
Nursing ................................ $18,253 54.0% $16,206 66.8%
Respiratory therapy/medical equipment .. 9,352 27.7 6,126 25.3
Infusion therapy ....................... 4,758 14.1 1,922 7.9
Other .................................. 1,402 4.2 -- --
------- ----- ------- -----
$33,765 100.0% $24,254 100.0%
======= ===== ======= =====
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth certain items included in the Company's
unaudited condensed consolidated statements of income as a percentage of net
revenues:
THREE MONTHS ENDED
MARCH 31,
1997 1996
--------------------
Net revenues ..................................... 100.0% 100.0%
Direct expenses .................................. 42.3 47.5
----- -----
Gross profit ..................................... 57.7 52.5
Other costs and expenses:
General and administrative ................... 40.4 39.4
Depreciation and amortization ................ 3.2 2.2
Provision for doubtful accounts .............. 3.1 2.1
----- -----
Total costs and expenses ................... 46.7 43.7
----- -----
Income from operations ........................... 11.0 8.8
Interest, net .................................... 2.0 2.0
----- -----
Income before income taxes ....................... 9.0 6.8
Provision for income taxes ....................... 3.6 2.8
----- -----
Net income ....................................... 5.4% 4.0%
===== =====
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
NET REVENUES. Net revenues increased from $24.3 million for the three
months ended March 31, 1996 to $33.8 million for the same period in 1997, an
increase of $9.5 million, or 39.2%. This increase is primarily attributable to
incremental net revenues generated from acquisitions.
DIRECT EXPENSES. Included in direct expenses are all costs directly
related to the production of net revenues, including salary and employee benefit
costs, depreciation of hand-held point-of-care computers, billable medical
supplies, product purchase costs, and rental equipment depreciation. Direct
expenses increased from $11.5 million for the three months ended March 31, 1996
to $14.3 million for the three months ended March 31, 1997, an increase of $2.8
million, or 24.1%. Like the revenue growth, this increase is primarily a result
of acquisitions. As a percentage of net revenues, direct expenses declined from
47.5% in 1996 to 42.3% in 1997 primarily as a result of the change in product
mix to a greater percentage of respiratory therapy/medical equipment and
infusion therapy, which have lower direct expenses than nursing.
GENERAL AND ADMINISTRATIVE. Included in general and administrative
expenses are occupancy costs, field office administration, corporate office
salaries and benefits, legal and accounting fees, and other nonpatient care
operating expenses. These costs increased from $9.6 million to $13.7 million, an
increase of $4.1 million, or 42.8%. Acquisitions account for the majority of
this increase, as well as for the increase in general and administrative expense
as a percent of net revenues from 39.4% to 40.4%. Although the shift in business
mix has contributed to lower direct costs as discussed above, general and
administrative expenses for respiratory therapy/medical equipment and infusion
therapy businesses are proportionality higher because the majority of all
personnel costs for these businesses are classified in this category.
Additionally, central office overhead increased in order to support Company
growth, particularly in the occupancy and information technology areas.
9
<PAGE>
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expense
increased from $0.5 million for the three months ended March 31, 1996, to $1.1
million for the three months ended March 31, 1997, an increase of $0.6 million,
or 104.0%. The increase is primarily due to acquisitions and increased
investment in information technology equipment and costs capitalized as part of
the development of the Company's clinically-based management information system.
PROVISION FOR DOUBTFUL ACCOUNTS. The provision for doubtful accounts
increased from $0.5 million for the three months ended March 31, 1996, to $1.0
million for the three months ended March 31, 1997, an increase of $0.5 million,
or 107.1%. This increase is primarily due to acquisitions, the change in
business mix to respiratory therapy/medical equipment and infusion therapy
revenue, which historically carry a higher provision for doubtful accounts, and
a general increase in the provision per cent as a result of higher days of sales
outstanding (see below).
INTEREST, NET. Interest, net increased from $0.5 million for the three
months ended March 31, 1996, to $0.7 million for the same period of 1997, an
increase of $0.2 million, or 36.1%. This increase relates primarily to the
increased debt incurred in connection with acquisitions, increased borrowings
under the Company's revolving credit line as a result of higher working capital
needs, and interest on leases associated with information technology and systems
development.
PROVISION FOR INCOME TAXES. The provision for income taxes increased from
$0.7 million for the three months ended March 31, 1996, to $1.2 million for the
three months ended March 31, 1997, an increase of $0.5 million, or 78.2%,
primarily as a result of the increase in income before income taxes.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital requirements are for acquisition of
additional home health care companies and to a lesser extent for the expansion
of services provided through existing offices. Historically, the Company has
funded its working capital needs and capital expenditures from cash flows
provided from operations, supplemented by short-term borrowings.
At March 31, 1997, the Company had current assets of $40.8 million and
current liabilities of $30.9 million, resulting in working capital of $9.9
million as compared to working capital of $5.8 million as of December 31, 1996.
Working capital increased by $3.0 million as a result of borrowings from the
Company's term loan facility to finance the acquisition of certain companies
acquired in 1996, which acquisitions were initially financed from the revolving
credit line. The remaining increase came primarily from operations.
Accounts receivable at March 31, 1997, were $34.0 million, compared to
$26.8 million at December 31, 1996. Days of Sales Outstanding ("DSO"), defined
as trade accounts receivable divided by average daily net revenues for the
preceding three months, were 89.3 as of March 31, 1997, compared to 82.0 at
December 31, 1996. The increase in DSO from December 31, 1996 to March 31, 1997
is attributable primarily to an overall increase in net revenue from respiratory
therapy/medical equipment and infusion therapy, which historically have higher
DSO, and a continued slowness by third parties in paying for respiratory
therapy/medical equipment and infusion therapy. In 1997, the Company has
intensified initiatives to address the increase in DSO, including adding more
experienced billing and collecting management, commencing installation of an
electronic claims submission system, and more closely managing the billing and
collecting process to increase efficiency and effectiveness. Approximately $1.7
million of accounts receivable were written off to the allowance for doubtful
accounts during the three months ended March 31, 1997, resulting in a reduction
of the allowance by $0.6 million after the current period's provision.
Net cash used in operating activities increased from $1.8 million for the
three months ended March 31, 1996, to $5.5 million for the three months ended
March 31, 1997, or an additional cash outflow of $3.7 million. The increase in
accounts receivable and the reduction in accounts payable and accrued expenses
were primarily responsible for the reduction in operating cash during 1997. Net
cash used in investing activities decreased from $2.5 million for the first
three months of 1996 to $2.2 million for the same period in 1997. Cash of $7.0
million, net of payments on debt and lease obligations, was provided by
borrowings under the bank credit facility discussed
10
<PAGE>
further below. The Company utilizes capital leases to acquire equipment,
primarily information technology equipment and medical equipment needed to
accommodate increased sales volume in the respiratory therapy/medical equipment
business. Such lease amounts were $0.1 million and $0.6 million for the three
months ended March 31, 1997 and 1996, respectively.
At December 31, 1996, the Company had a bank credit facility that provided
for an aggregate borrowings of $75.0 million, consisting of a $15.0 million
revolving credit line and $60.0 million term facility for acquisitions. On April
30, 1997, the Company amended the facility to increase the revolving credit line
to $25.0 million and to reduce the term facility to $50.0 million. Use of the
term loan facility is limited to $42.5 million, with the remaining $7.5 million
term facility available when the Company's current stockholders' equity
increases by $0.9 million to $57.3 million. The revolving credit line expires on
October 31, 1999. The term facility is available for acquisitions until October
31, 1998, and is repayable in quarterly installments of principal and interest
through October 31, 2001. As of May 12, 1997, the Company had available $8.5
million under the revolving credit line and $22.2 million under the term
facility for acquisitions. On April 2, 1997, an affiliate of the Company loaned
$375 thousand to the Company to provide additional working capital until the
amended facility became available. The loan was repaid in full on May 5, 1997.
RECENT DEVELOPMENTS
Subsequent to March 31, 1997, the Company acquired, for $9.4 million in
cash and $1.1 million in seller debt, the net assets of two nursing companies
with locations in the southwestern and western United States. The cash payments
were financed using the bank credit facility (See above). The acquisitions will
be accounted for using the purchase method of accounting. The purchase price and
costs associated with the acquisitions are expected to exceed the fair value of
the net assets acquired by approximately $8.0 million, which will be recorded as
costs in excess of net assets acquired. These companies are expected to generate
annual revenues of approximately $21.0 million.
11
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
11 Computation of net income per common equivalent share
(b) The Company filed no reports on Form 8-K during the quarterly period
ended March 31, 1997.
12
<PAGE>
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.
HEALTHCOR HOLDINGS, INC.
Date: May 14, 1997 By: Susan L. Belske
Senior Vice President
and Chief Financial Officer
13
EXHIBIT 11
HEALTHCOR HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED NET INCOME PER COMMON EQUIVALENT SHARES
PRIMARY AND FULLY DILUTED EARNINGS PER SHARE THREE MONTHS ENDED MARCH 31,
--------------------------
1997 1996
----------- ----------
Net income ...................................... $ 1,808,252 $ 971,286
=========== ==========
Shares:
Weighted average common shares issued ........ 10,023,416 2,959,099
Assuming exercise of options,
reduced by the number of common shares which
could have been purchased with the proceeds
from exercised of such options .............. 154,136 245,034
Assuming conversion of Series A .............. --
preferred stock .............................. 2,000,000
Assuming conversion of Series B .............. --
preferred stock .............................. 1,339,297
----------- ----------
Weighted average number of common shares
outstanding, as adjusted .................... 10,177,552 6,543,430
=========== ==========
Net income per common share ..................... $ 0.18 $ 0.15
=========== ==========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM MARCH 31, 1997 10-Q BALANCE SHEET & INCOME STATEMENT AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 33,963,095
<ALLOWANCES> 0
<INVENTORY> 3,117,314
<CURRENT-ASSETS> 40,790,611
<PP&E> 22,655,452
<DEPRECIATION> 0
<TOTAL-ASSETS> 106,818,140
<CURRENT-LIABILITIES> 30,858,380
<BONDS> 0
0
0
<COMMON> 100,304
<OTHER-SE> 56,301,218
<TOTAL-LIABILITY-AND-EQUITY> 106,818,140
<SALES> 33,764,708
<TOTAL-REVENUES> 33,764,708
<CGS> 14,297,338
<TOTAL-COSTS> 14,297,338
<OTHER-EXPENSES> 15,792,113
<LOSS-PROVISION> 1,048,543
<INTEREST-EXPENSE> 661,531
<INCOME-PRETAX> 3,013,726
<INCOME-TAX> 1,205,474
<INCOME-CONTINUING> 1,808,252
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,808,252
<EPS-PRIMARY> .18
<EPS-DILUTED> .18
</TABLE>
