<PAGE> 1
United States
Securities and Exchange Commission
Washington, DC 20549
FORM 10-Q
(MARK ONE)
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the Period Ended June 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 000-21567
---------------
Educational Medical, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 65-0038445
- ---------------------------------------- --------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1327 Northmeadow Parkway, Suite 132
Roswell, GA 30076
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
(770) 475-9930
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
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 periods that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
-- --
Applicable Only to Issuers Involved in Bankruptcy
Proceedings During the Preceding Five Years
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court. Yes No
-- --
Applicable Only to Corporate Issuers
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $.01 Par Value, 8,169,195 shares as of August 11, 1998
1
<PAGE> 2
INDEX
EDUCATIONAL MEDICAL, INC.
Part I. Financial Information
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed consolidated balance sheets - June 30, 1998 and
March 31, 1998 (audited)
Condensed consolidated statements of income - Three months
ended June 30, 1998 and 1997
Condensed consolidated statements of cash flows - Three months
ended June 30, 1998 and 1997
Notes to condensed consolidated financial statements -
June 30, 1998
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Part II. Other Information
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
2
<PAGE> 3
EDUCATIONAL MEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, March 31,
1998 1998
----------- -----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $13,147,327 $21,445,782
Restricted cash 384,295 384,295
Trade accounts receivable, less allowance for doubtful
accounts of $1,595,626 and $1,968,218, respectively 8,920,526 6,490,004
Notes receivable 1,338,629 622,800
Prepaid expenses and other current assets 2,677,356 2,821,970
Deferred income tax assets 702,814 702,814
----------- -----------
Total current assets 27,170,947 32,467,665
Notes receivable, less allowance for doubtful accounts of
$326,007 and $326,007, respectively 737,132 737,132
Property and equipment, net 13,449,340 13,644,236
Deferred debt issuance costs, net of accumulated
amortization of $144,451 and $112,143, respectively 243,230 275,538
Covenants not to compete, net of accumulated amortization of
$1,518,616 and 1,481,359, respectively 907,776 945,033
Goodwill and other intangible assets, net of accumulated
amortization of $8,338,083 and $7,949,081, respectively 31,273,187 31,273,709
Deferred income tax assets 1,777,824 1,777,824
Other assets 176,851 176,855
----------- -----------
Total assets $75,736,287 $81,297,992
=========== ===========
</TABLE>
3
<PAGE> 4
EDUCATIONAL MEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
1998 1998
----------- -----------
(Unaudited)
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 92,055 $ 682,310
Other amounts due to sellers -- 3,517,602
Accrued compensation 1,743,717 1,241,079
Accrued expenses 1,277,847 2,139,830
Deferred tuition income 4,618,090 5,095,954
Current portion of long-term debt 14,790,724 14,837,203
----------- -----------
Total current liabilities 22,522,433 27,513,978
Long-term debt, less current portion 16,409,886 17,109,568
Other liabilities 1,008,244 1,002,465
----------- -----------
Total liabilities 39,940,563 45,626,011
Stockholders' equity:
Preferred stock, authorized 5,000,000
shares, none issued and outstanding -- --
Common stock, $.01 par value - authorized
15,000,000 shares, 7,743,194 and
7,729,529 shares issued and outstanding at
June 30 and March 31, 1998, respectively 77,432 77,295
Additional paid-in capital on common stock 33,778,115 33,739,114
Retained earnings 1,940,177 1,855,572
----------- -----------
Total stockholders' equity 35,795,724 35,671,981
=========== ===========
Total liabilities and stockholders' equity $75,736,287 $81,297,992
=========== ===========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
EDUCATIONAL MEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three months Three months
ended June 30, ended June 30,
1998 1997
------------ ------------
(Unaudited) (Unaudited)
<S> <C> <C>
Net revenues $ 18,711,040 $ 12,909,020
School operating costs:
Cost of education and facilities 9,396,387 6,369,982
Selling and promotional 2,751,792 1,976,546
General and administrative expenses 5,624,284 3,985,226
Amortization of goodwill and intangibles 458,567 312,743
------------ ------------
Income from operations 480,010 264,523
Interest (income) expense, net 334,140 (94,130)
------------ ------------
Income before income taxes 145,870 358,653
Provision for income taxes 61,265 145,730
------------ ------------
Net income $ 84,605 $ 212,923
============ ============
Basic:
Net income per share $ 0.01 $ 0.03
Weighted average number of shares outstanding 7,751,571 7,347,537
Diluted:
Net income per share $ 0.01 $ 0.03
Weighted average number of shares outstanding 8,015,388 7,603,243
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
EDUCATIONAL MEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1998 1997
------------------ ------------------
(Unaudited) (Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 84,605 $ 212,923
Adjustments to reconcile net income to net cash used
in operating activities:
Depreciation 541,676 350,703
Amortization of intangible assets 458,567 312,743
Provision for losses on accounts receivable 573,210 321,047
Changes in operating assets and liabilities, net of
assets acquired and liabilities assumed (5,345,277) (2,118,036)
------------ ------------
Net cash used in operating activities (3,687,219) (920,620)
INVESTING ACTIVITIES:
Net additions to goodwill and intangibles -- (50,760)
Purchases of businesses, net of cash acquired (39,831) --
Purchases of property and equipment, net (346,780) (349,786)
------------ ------------
Net cash used in investing activities (386,611) (400,546)
FINANCING ACTIVITIES:
Issuance of common stock 39,138 --
Principal payments on long-term debt (746,161) (3,529,358)
Increase in deferred debt issue costs -- (38,939)
Payments of amounts due to sellers (3,517,602) --
------------ ------------
Net cash used in financing activities (4,224,625) (3,568,297)
------------ ------------
(Decrease) in cash and cash equivalents (8,298,455) (4,889,463)
Cash and cash equivalents at beginning of period 21,445,782 14,047,889
------------ ------------
Cash and cash equivalents at end of period $ 13,147,327 $ 9,158,426
============ ============
</TABLE>
See notes to condensed consolidated financial statements.
6
<PAGE> 7
EDUCATIONAL MEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 1998
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 accruals) considered necessary for a fair presentation have
been included. Operating results for the three month period ended June 30, 1998
are not necessarily indicative of the results that may be expected for the year
ending March 31, 1999. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended March 31, 1998 filed with the
Securities and Exchange Commission.
The balance sheet at March 31, 1998 has been derived from the audited financial
statements at that date but does not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
2. INITIAL PUBLIC OFFERING
On October 28, 1996, the Company completed its Initial Public Offering ("IPO")
of common stock. A total of 2,400,000 shares were sold at $10 per share which
included 2,200,000 shares sold by the Company and 200,000 shares sold by certain
selling stockholders. The net proceeds to the Company were approximately $19.2
million and were partially used to repay $4.8 million in subordinated debt. The
balance of the offering proceeds is being used for general corporate purposes,
including the expansion of its operations through the acquisition of additional
schools.
7
<PAGE> 8
EDUCATIONAL MEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
3. EARNINGS PER SHARE
Earnings per share are calculated using Statements of Financial Accounting
Standards No. 128, Earnings per Share, ("SFAS 128") and Securities and Exchange
Commission Staff Accounting Bulletin No. 98 ("SAB 98"). Basic earnings per share
include weighted average common shares outstanding. Diluted earnings per share
include weighted average common shares outstanding plus the dilutive effect of
stock options and stock purchase warrants.
All earnings per share calculations include 761,263 shares issued on March
31, 1997 to effect the Nebraska Acquisition, less shares returned to the Company
pursuant to the contingency clause, as if outstanding for all periods.
The table below presents the computations and required disclosures under SFAS
128 and SAB 98 for the computation of basic and diluted earnings per share for
the three months ended June 30, 1998 and 1997.
<TABLE>
<CAPTION>
Three Months Three Months
ended ended
June 30, 1998 June 30, 1997
------------- -------------
<S> <C> <C>
Numerator:
Net income $ 84,605 $ 212,923
Denominator:
Denominator for basic earnings per share-
weighted average shares outstanding 7,751,571 7,347,537
Effect of dilutive securities:
Options 245,512 239,413
Warrants 18,304 16,293
---------- ----------
Denominator for diluted earnings per share-
weighted average shares outstanding 8,015,388 7,603,243
---------- ----------
Basic net income per share $ 0.01 $ 0.03
Diluted net income per share $ 0.01 $ 0.03
</TABLE>
Options to purchase 30,500 and 482,167 shares of common stock at June 30, 1998
and 1997, respectively, were outstanding, but were not included in the
computation of diluted earnings per share because the option's exercise price
was greater than the average market price of the common shares and, therefore,
the effect would be antidilutive.
8
<PAGE> 9
EDUCATIONAL MEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
4. ACQUISITIONS
The Company has made the following acquisitions since April 1, 1997:
<TABLE>
<CAPTION>
ACCOUNTING
SCHOOL DATE ACQUIRED CURRICULUM METHOD (1)
- ------------------- -------------------- ------------------- -------------
<S> <C> <C> <C>
CHI Institute 2/98 IT/Business Purchase
Southhampton, PA Healthcare
Electronic
Engineering
CHI Institute 2/98 IT/Business Purchase
Broomall, PA Healthcare
Electronic
Engineering
Hesser College 3/98 Business Purchase
Manchester, NH Healthcare
IT/Criminal
Justice
Hesser College 3/98 Business Purchase
Salem, NH Healthcare
IT/Criminal
Justice
Hesser College 3/98 Business Purchase
Nashua, NH Healthcare
IT/Criminal
Justice
Hesser College 3/98 Business Purchase
Portsmouth, NH Healthcare
IT/Criminal
Justice
</TABLE>
(1) All of the acquisitions were accounted for under the purchase method of
accounting. Under the purchase method of accounting, the results of operations
of the acquired companies are included in the consolidated statement of income
as of the acquisition date. The assets and liabilities of the companies acquired
in fiscal 1998 are included in the Company's consolidated balance sheet based on
a preliminary allocation of their estimated fair values on the date of
acquisition. The excess of cost over acquired net assets of businesses acquired
has been recorded as an intangible asset and is being amortized on a
straight-line basis.
9
<PAGE> 10
EDUCATIONAL MEDICAL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(CONTINUED)
5. NEW ACCOUNTING PRONOUNCEMENTS
In 1997, the Financial Accounting Standards Board issued Statement No.
131, "Disclosures about Segments of an Enterprise and Related Information"
("SFAS 131"), which is effective for financial statements for periods after
December 15, 1997. SFAS 131 requires the reporting of segment profit or loss,
certain specific revenue and expense items, segment assets, and a reconciliation
of these disclosed items in total to the consolidated financial statements. SFAS
131 also requires the restatement of comparative information for earlier years
in the initial year of application. The Company has not yet adopted SFAS 131,
therefore, there is no impact on these financial statements, other than
disclosure of its issuance.
10
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS (DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three months ended Three months ended
June 30, 1998 June 30, 1997
(Unaudited) (Unaudited)
------------------ ------------------
<S> <C> <C>
Net revenue 100.0% 100.0%
School operating costs:
Cost of education and facilities 50.2 49.3
Selling and promotional expenses 14.7 15.3
General and administrative expenses 30.1 30.9
Amortization of goodwill and
intangibles 2.4 2.4
------- -------
Income from operations 2.6 2.1
Interest (income) expense, net 1.8 (0.7)
------- -------
Income before income taxes 0.8 2.8
Provision for income taxes 0.3 1.1
------- -------
Net income 0.5% 1.7%
======= =======
OTHER OPERATING DATA:
Number of school at end of period 24 19
Number of students at end of period 8,418 5,604
Number of new students starts during the
period 1,997 1,693
</TABLE>
Three Months Ended June 30, 1998 Compared With Three Months Ended June 30, 1997
Net Revenue. Net revenue increased by $5,802 or 44.9%, to $18,711 for the three
months ended June 30, 1998 from $12,909 for the three months ended June 30,
1997. Revenue growth was primarily a result of the operations of the two CHI
Institute and four Hesser College schools which were acquired in February 1998
and March 1998, respectively. Revenue from the operations of schools included in
the Company's results for the entire first quarters ended June 30, 1998 and
1997 increased 11.4% in the current period. The number of students attending the
Company's schools at the end of the current quarter increased 50.2% to 8,418
from 5,604 at the end of the corresponding quarter in 1997 principally as a
result of the addition of the CHI Institute and Hesser College schools. The
number of new student starts at the Company's schools during the three months
ended June 30, 1998 increased to 1,997 from 1,693 for the corresponding three
months of the prior year, a 18.0% increase. This increase was due to the
addition of the CHI Institute and Hesser College schools which added a total of
357 new student starts. Student withdrawal rates decreased to 3.2% compared to a
4.2% withdrawal rate experienced by the Company during the corresponding three
months of the prior year. This decrease is due to the significantly lower drop
rate of 1.0% at the Hesser College schools and the Company's "Retention Program"
in each of its schools. This program includes commitment counseling prior to
acceptance and follow-up counseling for active students, as well as counseling
in the event a decision to withdraw is made by the student.
11
<PAGE> 12
Cost of Education and Facilities. Cost of education and facilities increased
by $3,026, or 47.5%, to $9,396 for the three months ended June 30, 1998 from
$6,370 for the three months ended June 30, 1997, principally as a result of the
addition of the CHI Institute and Hesser College schools in fiscal 1998, costs
related to increased enrollments in those schools, and the seasonality of the
traditional semester basis of operations at the Hesser College schools. The cost
of education and facilities as a percentage of net revenue was 50.2% in 1998
compared with 49.3% in 1997.
Selling and Promotional. Selling and promotional expenses increased by $775,
or 39.2%, to $2,752 for the three months ended June 30, 1998 from $1,977 for the
three months ended June 30, 1997 principally as a result of the addition of the
CHI Institute and Hesser College schools. Selling and promotional expenses as a
percentage of net revenue decreased to 14.7% in 1998 compared with 15.3% in
1997.
General and Administrative. Administrative expenses increased by $1,639, or
41.1%, to $5,624 for the three months ended June 30, 1998 from $3,985 for the
three months ended June 30, 1997. Administrative expense as a percentage of net
revenue decreased slightly to 30.1% in 1998 compared with 30.9% in 1997.
Amortization of Goodwill and Intangibles. Amortization of goodwill and
intangibles increased $146 or 46.6%, to $459 for the three months ended June 30,
1998 from $313 for the three months ended June 30, 1997. The increase was
primarily a result of the amortization of goodwill arising from the acquisition
of the CHI Institute and Hesser College schools.
Interest Expense, Net. Net interest expense increased $428 to $334 for the
three months ended June 30, 1998 from net interest income of $94 for the three
months ended June 30, 1997. The change was principally a result of higher debt
levels resulting in increased interest expense during the three months ended
June 30, 1998 due to borrowings under the Company's bank credit facility in
order to effect its fiscal 1998 acquisitions.
Income Taxes. Income taxes decreased by $85 to $61 for the three months
ended June 30, 1998 from $146 for the three months ended June 30, 1997 due to
the decrease in income before income taxes.
Net Income. Net income decreased to $85 for the three months ended June 30,
1998 from net income of $213 for the three months ended June 30, 1997. The
decrease was a result of increased operating expenses which offset the increased
net revenues due in part to the seasonality of the Hesser College operations.
LIQUIDITY AND CAPITAL RESOURCES
Cash used in operating activities for the three months ended June 30,
1998 was $3,687 compared to $921 for the three months ended June 30, 1997. Cash
used in operating activities increased in the current three month period due to
increased payments of income taxes, interest expense on borrowings under the
company's bank credit facility, professional fees, and other merger expenses
related to the fiscal 1998 acquisitions, and working capital provided to fund
the CHI Institute and Hesser College operations during the change of ownership
period when federal funding is suspended by the Department of Education. The
Company's principal source of funds
12
<PAGE> 13
at June 30, 1998 were cash and cash equivalents of $13,147 and accounts
receivable of $8,920. The $2,431 increase in net trade accounts receivable
experienced for the three months ended June 30, 1998 was primarily a result of
accounts receivable purchased and revenue recognized for the CHI Institute and
Hesser College operations during the change of ownership period when federal
funding was suspended.
Historically, the Company's investment activity consisted of capital
asset purchases and the purchase of schools. Capital expenditures, excluding
capital leases, totaled $347 and $350 for the three months ended June 30, 1998
and 1997, respectively, consisting of purchases of additional equipment,
upgrades and replacement of existing equipment such as computers and medical
equipment for school programs, and expanded facilities. Capital expenditures
were primarily at the CHI Institute and Hesser College schools in the current
three month period, and the Nebraska schools in the corresponding three month
period of the prior year.
The Company's capital assets consist primarily of classroom and
laboratory equipment (such as computers and medical devices), classroom and
office furniture, and leasehold improvements. All building facilities are
leased, with the exception of the land and building owned by the Company in
Dayton, Ohio; Lincoln and Omaha, Nebraska; and Manchester, New Hampshire. The
Company plans to continue to expand current facilities, upgrade and replace
equipment, and acquire new schools. The Company expects that its fiscal 1999
operations and planned capital expenditures will be funded through cash
generated from existing operations.
The use of cash for financing activities for the three month period
ended June 30, 1998 was primarily a result of payments of amounts due to sellers
in connection with the CHI Institute and Hesser College acquisitions.
Cash flow from operations on a long-term basis is highly dependent on
the receipt of funds from Title IV Programs, and presently a majority of the
Company's net revenue is derived from Title IV Programs. Disbursement of Title
IV Program funds is governed by federal regulations. For students enrolled in
"non-term" programs, (i.e., not divided into quarters or semesters), payments
are generally made in two equal installments, one in the first 30 days following
the student's first day of class and the second when the student reaches the
midpoint of the program. For students enrolled in term programs (i.e., quarters
or semesters) payments are made at the beginning of each term, with the
exception of the initial disbursement which is made 30 days following the
student's first day of class.
In the routine course of acquiring other schools, the Company must
obtain certain regulatory approvals, typically from state agencies and the U. S.
Department of Education. After change of control, the Department of Education
suspends payments of the school's Title IV funding until the Department
completes a recertification. This recertification process including obtaining
prerequisite approvals from state regulatory and appropriate accrediting
agencies typically takes from four to seven months. The Company's Title IV
funding for its two CHI Institutes and four
13
<PAGE> 14
Hesser college schools which was previously suspended was approved in June and
July 1998, respectively.
OTHER MATTERS
The company is currently in the process of evaluating its computer
software and database to ensure that any modifications required to be year 2000
compliant are made in a timely manner. Management does not expect the financial
impact of such modifications, which are expected to be implemented in 1999, to
be material to the Company's financial position or results of operations in any
given year.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
ROUTINE PROCEEDINGS
The Company is a party to routine litigation incidental to its business,
including ordinary course employment litigation. Management does not believe
that the resolution of any or all of such routine litigation is likely to have a
material adverse effect on the Company's financial condition or results of
operations.
Item 2. Changes in Securities.
None
Item 3. Defaults upon Senior Securities.
None
Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
Exhibits:
27 Financial Data Schedule June 30, 1998 (for SEC use only)
14
<PAGE> 15
Reports on Form 8-K:
(i) Form 8-K/A filed April 30, 1998 regarding financial statements,
pro forma financial information, and exhibits in connection with
the Company's acquisition of two CHI Institute schools located in
Broomall, and Southampton, Pennsylvania.
(ii) Form 8-K/A filed May 27, 1998 regarding financial statements, pro
forma financial information, and exhibits in connection with the
Company's acquisition of four Hesser, Inc. schools located in
Manchester, Nashua, Portsmouth, and Salem, New Hampshire.
(iii) Form 8-K filed June 11, 1998 regarding consolidated financial
statements of the Company for the year ended March 31, 1998.
15
<PAGE> 16
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.
Educational Medical, Inc.
Date: August 12, 1998 /s/ Vince Pisano
----------------------------
Vince Pisano
Chief Financial Officer
Principal Financial Officer
and
Principal Accounting Officer
16
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF EDUCATIONAL MEDICAL, INC. FOR THE QUARTER ENDED JUNE 30,
1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1999
<PERIOD-START> APR-01-1998
<PERIOD-END> JUN-30-1998
<CASH> 13,531,622
<SECURITIES> 0
<RECEIVABLES> 12,917,920
<ALLOWANCES> 1,921,633
<INVENTORY> 0
<CURRENT-ASSETS> 27,170,947
<PP&E> 20,971,434
<DEPRECIATION> 7,522,094
<TOTAL-ASSETS> 75,736,287
<CURRENT-LIABILITIES> 22,522,433
<BONDS> 31,200,610
0
0
<COMMON> 77,432
<OTHER-SE> 35,718,292
<TOTAL-LIABILITY-AND-EQUITY> 75,736,287
<SALES> 18,711,040
<TOTAL-REVENUES> 18,711,040
<CGS> 17,199,253
<TOTAL-COSTS> 17,199,253
<OTHER-EXPENSES> 458,567
<LOSS-PROVISION> 573,210
<INTEREST-EXPENSE> 334,140
<INCOME-PRETAX> 145,870
<INCOME-TAX> 61,265
<INCOME-CONTINUING> 84,605
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 84,605
<EPS-PRIMARY> 0.01<F1>
<EPS-DILUTED> 0.01<F2>
<FN>
<F1>TAG (EPS-PRIMARY) DENOTES BASIC EARNINGS PER SHARE
<F2>TAG (EPS-DILUTED) DENOTES DILUTED EARNINGS PER SHARE
</FN>
</TABLE>
