UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transitions period from _____ to _____
Commission File Number 333-8925
AMERICOMM DIRECT MARKETING, INC.
(formerly NATIONAL FIBERSTOK CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 23-2574778
(State or other jurisdiction (I.R.S. Employer
of Identification No.)
incorporation or organization)
5775 Peachtree Dunwoody Road 30342
Suite C-150 (Zip code)
Atlanta, GA
(Address of principal
executive offices)
Registrant's telephone number, including area code: (404) 256-1123
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____
<PAGE>
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding as of
Class August 15 , 1997
Common Stock, $.01 par value 283,807 shares
<PAGE>
AMERICOMM DIRECT MARKETING, INC.
(formerly NATIONAL FIBERSTOK CORPORATION)
FORM 10 - Q
QUARTERLY PERIOD ENDED JUNE 30, 1997
INDEX
PART I. FINANCIAL INFORMATION Page Numbers
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 1997 and
December 31, 1996 4
Condensed Statements of Operations for the three and
six month periods ended June 30, 1997 and 1996 5
Condensed Statements of Cash Flows for the six
month periods ended June 30, 1997 and 1996 7
Notes to Condensed Financial Statements
as of June 30, 1997 8-9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-13
PART II. OTHER INFORMATION
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8 - K 14
SIGNATURES 15
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICOMM DIRECT MARKETING, INC.
(FORMERLY NATIONAL FIBERSTOK CORPORATION)
CONDENSED BALANCE SHEET
(in thousands, except share data)
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
Assets
<S> <C> <C>
Current Assets -
Cash and cash equivalents $1,283 $1,979
Accounts receivable, net 23,591 17,384
Income tax receivable 737 548
Inventories 13,055 11,261
Deferred income taxes 830 305
Other 2,845 1,836
Total Current Assets 42,341 33,313
Property, plant and equipment, at cost 63,303 56,858
Less: Accumulated depreciation (12,932) (9,491)
Property, plant and equipment, net 50,371 47,367
Other Assets -
Goodwill, net of accumulated amortization 46,203 25,079
Patents, net of accumulated amortization 17,365 18,405
Customer lists, net of accumulated amortization 7,043 0
Covenants not to compete, net of accumulated amortization 2,052 487
Due from parent 672 876
Other 7,313 7,847
80,648 52,694
$173,360 $133,374
Liabilities and Stockholder's Equity
Current Liabilities -
Current portion of long-term debt $462 $446
Revolving line of credit 11,782 0
Bank overdraft 768 1,506
Accounts payable 6,695 4,337
Accrued expenses and other 10,338 8,184
30,045 14,473
Noncurrent Liabilities -
Deferred income taxes 5,523 2,762
Other 1,641 1,665
7,164 4,427
Long-term Debt 102,113 102,353
Stockholder's Equity -
Common stock, $.01 par value 3 3
Addition paid-in capital 45,571 22,296
Accumulated deficit (11,536) (10,178)
34,038 12,121
$173,360 $133,374
Common Shares Outstanding 283,807 283,807
</TABLE> See notes to condensed financial statements.
<PAGE>
AMERICOMM DIRECT MARKETING, INC.
(FORMERLY NATIONAL FIBERSTOK CORPORATION)
CONDENSED STATEMENTS OF OPERATIONS
(in thousands)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net sales $47,744 $14,719 $86,602 $31,816
Operating costs and expenses
Cost of sales 33,215 11,780 60,808 25,260
Selling and administrative 11,234 3,153 21,079 6,450
Total operating costs and
expenses 44,449 14,933 81,887 31,710
Operating income (loss) 3,295 (214) 4,715 106
Other expense
Interest, net 3,242 807 6,557 1,557
Income (loss) before income taxes 53 (1,021) (1,842) (1,451)
Income tax expense (benefit) 17 (369) (528) (537)
Net income (loss)
before extraordinary item 36 ( 652) (1,314) ( 914)
Extraordinary loss on early
retirement of debt,
net of tax benefit of $461 0 (798) 0 (798)
Net income (loss) $ 36 $ (1,450) $(1,314) $ (1,712)
</TABLE>
See notes to condensed financial statements.
OTHER DATA:
Consistent with the Form S-4 filed with the Securities and Exchange
Commission on October 17, 1996, the following financial data has been
disclosed.
EBITDA is provided because it is a measure of an issuer's ability to
service its indebtedness commonly used by certain investors. EBITDA is not
a measure of financial performance under generally accepted accounting
principles and should not be considered an alternative to net income as a
measure of performance or to cash flow as a measure of liquidity.
EBITDA is defined as operating income, plus depreciation and amortization
<PAGE>
and reflects the elimination of non-cash charges related to pension and
deferred financing costs and the elimination of gain on disposal of
equipment.
<TABLE>
<S> <C> <C> <C> <C>
EBITDA $6,538 $608 $10,656 $1,864
</TABLE>
<PAGE>
AMERICOMM DIRECT MARKETING INC.
(FORMERLY NATIONAL FIBERSTOK CORPORATION)
CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Six months ended June 30,
1997 1996
Cash flows from operating activities
<S> <C> <C>
Net loss ($1,314) ($1,712)
Adjustments to reconcile net loss to net cash provided by operating activities -
Extraordinary loss on early retirement of debt, net of tax 0 798
Depreciation and amortization 6,034 1,976
(Gain) loss on disposal 321 (238)
Imputed interest 0 56
Deferred income tax benefit (528) (537)
Amortization of prepaid pension asset 75 150
Change in assets and liabilities, net (2,604) 2,025
Net cash provided by operating activities 1,984 2,518
Cash flows from investing activities
Cash paid for Label America, Inc., net of cash acquired (9,402) 0
Cash paid for Transkrit Corporation, net of cash acquired 0 (79,422)
Cash paid for AmeriComm Direct Marketing, Inc., net of cash acquired (24,424) 0
Proceeds from sale of assets 172 422
Purchases of property and equipment (3,313) (646)
Net cash used in investing activities (36,967) (79,646)
Cash flows from financing activities
Net borrowings (repayments) on revolving line of credit 11,782 (7,050)
Payments on long term debt 0 (17,050)
Decrease in bank overdraft, net (738) (2,354)
Payments on capital leases (235) (27)
Capital contributions from parent 23,274 7,764
Due from parent 204 0
Increase in deferred financing costs 0 (3,463)
Proceeds from issuance of long-term debt 0 100,000
Net cash provided by financing activities 34,287 77,820
Net increase (decrease) in cash (696) 692
Cash, beginning of period 1,979 444
Cash, end of period $1,283 $1,136
</TABLE>
See notes to condensed financial statements.
<PAGE>
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited condensed 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 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.
Effective August 4, 1997, National Fiberstok Corporation changed its name to
AmeriComm Direct Marketing, Inc. (the "Company"). DEC International, Inc.,
the Company's parent, changed its name to AmeriComm Holdings, Inc. ("AHI")
effective August 4, 1997.
Operating results for the Company for the three and six month periods ended
June 30, 1997 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1997.
NOTE 2: INVENTORIES
The major classes of inventories were as follows (in thousands):
<TABLE>
<CAPTION>
June 30, 1997 December 31, 1996
<S> <C> <C>
Raw materials $6,758 $5,838
Work-in-process 1,391 1,289
Finished goods and customized stock 4,906 4,134
$13,055 $11,261
</TABLE>
NOTE 3: ACQUISITIONS
Purchase of Transkrit Corporation
On June 28, 1996, pursuant to a Stock Purchase Agreement, the Company acquired
all of the issued and outstanding capital stock of Transkrit Corporation and
subsidiaries ("Transkrit") for approximately $86.5 million plus transaction
costs. The acquisition has been accounted for using the purchase method of
accounting and accordingly, the results of operations of Transkrit have been
included in the statements of operations of the Company since June 29, 1996.
The excess of the consideration paid over the estimated fair value of net
assets acquired of approximately $17,393,000 has been recorded as goodwill and
is being amortized on the straight-line basis over 40 years. Subsequent to
the acquisition, Transkrit and all of its subsidiaries were merged into the
Company.
Concurrent with the consummation of the acquisition, the Company issued
$100,000,000 aggregate principal amount of unsecured 11 5/8% Senior Notes due
June 15, 2002 (the "Senior Notes"). Interest is payable semiannually on June
<PAGE>
15 and December 15. In addition, AHI made a capital contribution to the
Company of $7,800,000.
The Company used the proceeds from the Senior Notes and AHI's capital
contribution to acquire the outstanding capital stock of Transkrit and to
repay $23,200,000 of existing long-term debt.
Purchase of Label America, Inc.
On February 21, 1997, pursuant to a stock purchase agreement, the Company
acquired all of the issued and outstanding capital stock of Label America,
Inc. ("LAI") for $8,500,000, less outstanding indebtedness and certain
capitalized lease obligations, plus transaction costs, which was funded
through borrowings on its revolving loan facility. Additional consideration
of $700,000 was paid to the principal stockholder for a noncompete agreement
which amount was also funded through borrowings on the Company's revolving
loan facility. The excess of the consideration paid over the estimated fair
value of net assets acquired of approximately $6,523,000 has been recorded as
goodwill and is being amortized on a straight-line basis over 40 years. Upon
consummation of the acquisition, LAI was merged into the Company.
Purchase of AmeriComm Direct Marketing, Inc.
On April 24, 1997, pursuant to a stock purchase agreement, the Company
acquired all of the issued and outstanding capital stock of AmeriComm Direct
Marketing, Inc. ("ADMI") for $24,622,000 plus transaction costs. Additional
consideration of $1,000,000 was paid to the principal stockholder for a
noncompete agreement. The excess consideration paid over the estimated fair
value of net assets acquired of approximately $14,429,000 has been recorded as
goodwill and is being amortized on a straight-line basis over 40 years. Upon
consummation of the acquisition, ADMI was merged with and into the Company.
The acquisition was financed by a capital contribution by AHI. To fund the
acquisition of ADMI, AHI issued $35,000,000 of aggregate 12.5% notes due
April 2003. A portion of the notes were used to redeem AHI's preferred stock.
The notes place certain restrictions on the Company's ability to incur
additional indebtedness or make future acquisitions. In addition, future
interest and principal payments are dependent primarily upon the operations of
the Company through payments permitted under the Senior Notes to AHI. Interest
is due quarterly commencing June 30, 1997. Under certain circumstances, AHI
will pay a portion or all of any six quarterly interest installments prior to
April 24, 1999 by issuing additional notes ("PIK Notes") with interest ranging
from 12.5% to 13.0%. The initial interest installment due June 30, 1997 was
paid by the issuance of PIK notes at 12.5% interest. The PIK Notes must be
redeemed prior to April 24, 1999.
NOTE 4: SUBSEQUENT EVENT
The Company amended its revolving loan agreement with Heller Financial, Inc.,
effective August 14, 1997. Borrowings on the revolving loan facility have
been increased to the lesser of $ 25.0 million or qualified accounts
receivables and inventories, as defined. In addition, certain financial
covenants have been amended.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Effective August 4, 1997, National Fiberstok Corporation changed its name to
AmeriComm Direct Marketing, Inc. (the "Company") and the Company's parent, DEC
International, Inc., changed its name to AmeriComm Holdings, Inc. ("AHI").
On June 28, 1996, pursuant to a stock purchase agreement, the Company acquired
all of the issued and outstanding capital stock of Transkrit for approximately
$86.5 million plus transaction costs. The acquisition has been accounted for
using the purchase method of accounting and accordingly, the results of
operations of Transkrit have been included in the statements of operations of
the Company since June 29, 1996.
On February 21, 1997, pursuant to a stock purchase agreement, the Company
acquired all of the issued and outstanding capital stock of LAI for
approximately $8.5 million, less outstanding indebtedness, plus transaction
costs. Additional consideration of $700,000 was paid to the principal
stockholder for a noncompete agreement. The acquisition has been accounted for
using the purchase method of accounting and accordingly, the results of
operations of LAI have been included in the statements of operations of the
Company since February 22, 1997.
On April 24, 1997, pursuant to a stock purchase agreement, the Company
acquired all of the issued and outstanding capital stock of ADMI, for
approximately $ 24.6 million plus transaction costs. Additional consideration
of $ 1.0 million was paid to the principal stockholder for a noncompete
agreement. The acquisition has been accounted for using the purchase method of
accounting and accordingly, the results of operations of ADMI have been
included in the statement of operations of the Company since April 25, 1997.
The Company has four principal business units: direct mail products and
services, mailer systems, custom pressure sensitive labels and custom
envelopes. The following table summarizes the net sales by business unit.
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Direct mail products and $ 8,710 $ 2,100 $13,399 $ 4,683
services
Mailer systems 12,955 0 24,054 0
Custom pressure sensitive labels 13,555 704 24,416 1,584
Custom envelopes 12,740 11,915 24,975 25,549
Intra company sales (216) - (242) -
$47,744 $14,719 $86,602 $31,816
</TABLE>
Second Quarter of 1997 Compared with the Second Quarter of 1996:
Net sales for the three month period ended June 30, 1997 increased $33.0
<PAGE>
million to $47.7 million, or 224.4%, from the comparable 1996 period. The
overall increase in sales was due to the acquisitions of Transkrit, LAI and
ADMI. Specifically, the increase in net sales for mailer systems, direct mail
products and custom pressure sensitive labels was due to the above mentioned
acquisitions. Net sales for custom envelopes increased $.8 million to $12.7
million or 6.9% from the comparable 1996 period. This increase in net sales
is due to a 23.0% increase in units shipped partially reduced by a 13.3%
reduction in the average unit selling price. Both measures are a function of
increased focus on contract volume opportunity.
Gross profit, as a percentage of net sales, increased to 30.4% for the three
month period ended June 30, 1997 from 20.0% for the comparable 1996 period.
This increase is attributable to the above mentioned acquisitions, which added
product lines with historically higher gross margins, and the increase in
sales at the custom envelope business unit which has enabled better
utilization of manufacturing facilities.
Selling and administrative expenses for the three month period ended June 30,
1997 increased $8.1 million to $11.2 million, or 256.3%, from the comparable
1996 period. Selling and administrative expenses, as a percentage of net
sales, increased to 23.5% for the three month period ended June 30, 1997 from
21.4% for the comparable 1996 period. The increase in these costs is
attributable primarily to the amortization of certain intangible assets
recorded in conjunction with the above mentioned acquisitions.
Operating income for the three month period ended June 30, 1997 was $3.3
million or 6.9% of net sales as compared to an operating loss of $.2 million
or (1.5%) for the comparable 1996 period. The increase in operating income is
due to the increase in gross profit.
Net interest expense for the three month period ended June 30, 1997 was $3.2
million or 6.8% of net sales as compared to $.8 million or 5.5% of net sales
for the comparable 1996 period. The increase in interest expense is due to
the issuance of the Senior Notes to fund the acquisition of Transkrit. The
weighted average interest rate for the three months ended June 30, 1997 was
11.9% as compared to 11.8% for the comparable 1996 period.
Income tax expense for the three month period ended June 30, 1997 was $17,000
as compared to an income tax benefit of $369,000 for the comparable 1996
period, resulting in an effective tax rate of 32% and (36%), respectively.
EBITDA for the three month period ended June 30, 1997 was $6.5 million or
13.7% of net sales as compared to $.6 million or 4.1% of net sales for the
comparable 1996 period. The increase in EBITDA is due to increase in gross
profit.
Six Months Ended June 30, 1997 Compared with Six Months Ended June 30, 1996.
Net sales for the six month period ended June 30, 1997 increased $54.8 million
to $86.6 million, or 172.2%, from the comparable 1996 period. The overall
increase in sales was due to the acquisitions of Transkrit, LAI and ADMI.
Specifically, the increase in net sales for mailer systems, direct mail
products and custom pressure sensitive labels was due primarily to the above
mentioned acquisitions. Net sales for custom envelopes decreased $.6 million
to $25.0 million or 2.3% from the comparable 1996 period. The decrease in net
sales for custom envelopes has been impacted by a 11.2% reduction in the
average unit sales price partially offset by a 11.4% increase in units
<PAGE>
shipped.
Gross profit, as a percentage of net sales, increased to 29.8% for the six
month period ended June 30, 1997 from 20.6% for the comparable 1996 period.
This increase is attributable to the above mentioned acquisitions and improved
gross profits in the custom envelope and direct mail business units that were
in place during each period.
Selling and administrative expenses for the six month period ended June 30,
1997 increased $14.6 million to $21.1 million, or 226.8%, from the comparable
1996 period. Selling and administrative expenses, as a percentage of net
sales, increased to 24.3% for the six month period ended June 30, 1997 from
20.3% for the comparable 1996 period. The increase in these costs is
attributable to the amortization of certain intangible assets recorded in
conjunction with the above mentioned acquisitions.
Operating income for the six month period ended June 30, 1997 was $4.7 million
or 5.4% of net sales as compared to $.1 million or .3% for the comparable 1996
period. The increase in operating income is due to the increase in gross
profit.
Interest expense for the six month period ended June 30, 1997 was $6.6 million
or 7.6% of net sales as compared to $1.6 million or 4.9% of net sales for the
comparable 1996 period. The increase in interest expense is due to the
issuance of the Senior Notes to fund the acquisition of Transkrit. The
weighted average interest rate for the six months ended June 30, 1997 and 1996
was 12.0%.
Income tax benefit for the six month period ended June 30, 1997 and 1996 was
$.5 million, resulting in effective tax rates of 27% and 37%, respectively.
As of December 31, 1996, the Company's tax net operating loss carryforward was
$8.6 million.
EBITDA for the six month period ended June 30, 1997 was $10.7 million or 12.3%
of net sales as compared to $1.9 million or 5.9% of net sales for the
comparable 1996 period. The increase in EBITDA is due to the increase in
gross profit.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $2.0 million and $2.5 million
for the six month periods ended June 30, 1997 and 1996, respectively. The
decrease in the net cash provided by operating activities is due to the $4.6
million decrease in working capital partially offset by the $4.1 million
increase in operating income before noncash charges and realized gain on
disposals.
Net cash used in investing activities was $37.0 million and $79.6 million for
the six month periods ended June 30, 1997 and 1996, respectively, primarily
related to the purchases of LAI, ADMI and Transkrit.
Capital expenditures, excluding acquisitions (but including payments under
capital leases), were $3.5 million and $.7 million for the six months ended
June 30, 1997 and 1996, respectively.
Net cash provided by financing activities was $34.3 million and $77.8 million
<PAGE>
for the six months ended June 30, 1997 and 1996, respectively. The net cash
provided by financing activities for the six month period ended June 30, 1997
is primarily attributable to the $8.0 million borrowed on the Company's
revolving loan facility used to acquire LAI and the $23.3 million capital
contribution from AHI used to purchase ADMI. The net cash provided by
financing activities for the six month period ended June 30, 1996 is primarily
attributable to the $100 million of Senior Notes raised to retire certain
long-term and subordinated debt instruments and to acquire Transkrit.
The Company has up to $25 million of available borrowings from its senior
secured revolving loan facility (the "Revolving Loan"). Borrowings on the
Revolving Loan are limited to certain levels of receivables and inventories.
As of June 30, 1997, the outstanding balance and availability on the Revolving
Loan was $11.8 million and $13.2 million, respectively.
Management believes, based on current financial performance of the Company and
anticipated growth, that the cash provided by operations and the availability
under the Company's current revolving credit facility will provide sufficient
funds to support planned capital expenditures, working capital requirements,
debt service requirements, including payments made to AHI for servicing its
debt, and potential acquisitions. The Company anticipates that it will be
required to refinance the Senior Notes at maturity in 2002. No assurance can
be given that the Company will be able to refinance the Senior Notes on terms
acceptable to it, if at all. The ability of the Company to meet its debt
service obligations and reduce its total debt will be dependent, however, upon
the future performance of the Company which, in turn, will be subject to
general economic conditions and to financial, business and other factors,
including factors beyond the Company's control.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
No reportable developments occurred in Legal Proceedings during the quarter
ended June 30, 1997.
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 -
On August 4, 1997, an amendment to the Company's Certificate of Incorporation
was filed with the Secretary of State of Delaware changing the Company's name
to AmeriComm Direct Marketing, Inc.
On August 4, 1997, an amendment to DEC's Certificate of Incorporation was
filed with the Secretary of State of Delaware changing DEC's name to AmeriComm
Holdings, Inc.
Item 6. Exhibits and Reports on Form 8-K -
a) Exhibits
27 - Financial Data Schedule
b) Form 8-K/A Reports
The report dated May 9, 1997 and filed July 8, 1997 presenting the audited
historical financial statements of AmeriComm Direct Marketing, Inc. and the
unaudited combined pro forma financial data of the Company.
<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.
AMERICOMM DIRECT MARKETING, INC.
Date: August 15, 1997 /s/ Robert M. Miklas
Robert M. Miklas
President and Chief Executive Officer
(Principal Executive Officer)
Date: August 15, 1997 /s/ Robert B. Webster
Robert B. Webster
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,283,000
<SECURITIES> 0
<RECEIVABLES> 24,367,000
<ALLOWANCES> (776,000)
<INVENTORY> 13,055,000
<CURRENT-ASSETS> 42,341,000
<PP&E> 63,303,000
<DEPRECIATION> (12,932,000)
<TOTAL-ASSETS> 173,360,000
<CURRENT-LIABILITIES> 30,045,000
<BONDS> 102,113,000
0
0
<COMMON> 3,000
<OTHER-SE> 34,035,000
<TOTAL-LIABILITY-AND-EQUITY> 173,360,000
<SALES> 86,602,000
<TOTAL-REVENUES> 86,602,000
<CGS> 60,808,000
<TOTAL-COSTS> 60,808,000
<OTHER-EXPENSES> 21,079,000
<LOSS-PROVISION> 197,550
<INTEREST-EXPENSE> 6,557,000
<INCOME-PRETAX> (1,842,000)
<INCOME-TAX> (528,000)
<INCOME-CONTINUING> (1,314,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,314,000)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
