<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended September 30, 1997.
COMMISSION FILE NO.: 333-15595-01
HEALTHFIRST MEDICAL GROUP, P.C.
FORMERLY "PHYSICIAN PARTNERS HEALTHFIRST, P.C."
- -------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 93-1221389
- --------------------------------------------- -----------------------
(STATE OR OTHER JURISDICTION OF INCORPORATION (I.R.S. EMPLOYER ID NO.)
OR ORGANIZATION)
1200 NW FRONT STREET
PORTLAND, OREGON 97209
- ---------------------------------------- -------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (503) 243-3525
-----------------------
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 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 November 13, 1997, 95 shares of the Registrant's Common Stock, no
par value, were outstanding.
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
BALANCE SHEETS
AS OF SEPTEMBER 30, 1997 (UNAUDITED) AND DECEMBER 31, 1996
(All dollar amounts are expressed in thousands)
ASSETS
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
---- ----
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 1 $ 895
Patient accounts receivable, net of allowances for contractual
discounts and uncollectible accounts of $0 and $2,465 at
September 30, 1997 and December 31, 1996, respectively - 6,497
Healthcare and other receivables - 2,956
Prepaid expenses and deposits 1,237 201
----------- ----------
Total current assets 1,238 10,549
----------- ----------
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of $0
and $5,769 at September 30, 1997 and December 31, 1996, respectively - 20,361
----------- ----------
Total assets $ 1,238 $30,910
----------- ----------
----------- ----------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Line of credit $ - $ 1,500
Current portion of long-term debt and capital and direct financing
lease obligations - 4,663
PPI payable 1,237 -
Accounts payable and accrued expenses - 2,825
Accrued healthcare costs - 2,936
Accrued compensation and related expenses - 3,313
Deferred revenue - 183
----------- ----------
Total current liabilities 1,237 15,420
LONG-TERM DEBT, net of current portion - 5,066
CAPITAL AND DIRECT FINANCING LEASE OBLIGATIONS, net of current portion - 4,265
DEFERRED COMPENSATION AND OTHER LONG-TERM LIABILITIES - 3,795
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock-
No par value; 1,000,000 shares authorized; 88 and 0 shares issued
and outstanding at September 30, 1997 and December 31, 1996,
respectively 1 -
Series 1 Class A--Voting; no par value; 800,000 shares authorized;
0 and 7,000 shares issued and outstanding at September 30,
1997 and December 31, 1996, respectively - 700
Series 2 Class A--Voting; no par value; 200,000 shares authorized;
0 and 2,200 shares issued and outstanding at September 30,
1997 and December 31, 1996, respectively - 330
Series 3, 4 and 5 Class A--Voting; no par value; 200,000, 100,000
and 100,000 shares authorized, none issued or outstanding at
September 30, 1997 and December 31, 1996 - -
Class B--Nonvoting; no par value; 300,000 shares authorized; none
issued or outstanding at September 30, 1997 and December 31, 1996 - -
Additional paid-in capital - 1,879
Retained earnings - 1,149
Notes receivable from stockholders for purchase of stock - (439)
Unamortized value of restricted stock awards - (1,255)
----------- ----------
Total stockholders' equity 1 2,364
----------- ----------
Total liabilities and stockholders' equity $ 1,238 $30,910
----------- ----------
----------- ----------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE BALANCE SHEETS.
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(All dollar amounts are expressed in thousands,
except earnings per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUES:
Fee-for-service, net $ 8,116 $ 9,005 $26,509 $24,200
Prepaid healthcare 8,123 4,978 22,926 18,489
-------- -------- ------- -------
Net revenues 16,239 13,983 49,435 42,689
Less-Provider compensation and benefits 3,405 4,926 11,205 17,352
-------- -------- ------- -------
Net revenue less provider compensation and
benefits 12,834 9,057 38,230 25,337
-------- -------- ------- -------
OPERATING EXPENSES:
Clinic salaries, wages and benefits 4,570 5,039 13,742 12,786
Purchased medical services 2,738 2,939 7,861 7,070
Medical and office supplies 1,824 1,684 4,823 4,355
General and administrative expenses 1,358 1,046 4,529 4,414
Lease and rent expense 533 507 1,587 1,338
Provision for uncollectible accounts 436 507 1,423 1,239
Depreciation and amortization 449 470 1,332 1,238
-------- -------- ------- -------
Total operating expenses 11,908 12,192 35,297 32,440
-------- -------- ------- -------
Operating income (loss) 926 (3,135) 2,933 (7,103)
OTHER INCOME (EXPENSE):
Interest and other income 113 228 360 731
Interest expense (390) (109) (1,155) (538)
Management fee (649) - (1,880) -
-------- -------- ------- -------
Net income (loss) before provision (benefit)
for income taxes - (3,016) 258 (6,910)
-------- -------- ------- -------
PROVISION (BENEFIT) FOR INCOME TAXES - (924) - (2,272)
-------- -------- ------- -------
NET INCOME (LOSS) $ - $ (2,092) $ 258 $ (4,638)
-------- -------- ------- -------
-------- -------- ------- -------
EARNINGS (LOSS) PER SHARE $ - $(26,150.00) $ 2,866.67 $(59,461.54)
-------- -------- ------- -------
-------- -------- ------- -------
WEIGHTED AVERAGE SHARES OUTSTANDING 88 80 90 78
-------- -------- ------- -------
-------- -------- ------- -------
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(All dollar amounts are expressed in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended September 30, Nine months ended September 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) - (2,092) $ 258 (4,638)
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities- - -
Deferred Taxes - (954) - (1,936)
Depreciation and amortization - 470 148 1,238
Changes in operating assets and liabilities (excluding
assets and liabilities purchased from Suburban or
assigned to Physician Partners, Inc.):
Patient accounts receivable, net - 557 (178) (251)
Healthcare and other receivables - 197 691 990
Related Party receivables - (375) - (70)
Income Taxes Receivable - 87 - 155
Inventories of drugs and supplies - - - 251
Prepaid expenses and deposits (969) (45) (1,287) (18)
Other assets - 61 (169) (85)
Accounts payable and accrued expenses - (487) (119) 574
PPI payable 969 271 1,237 271
Drafts Payable - 1,113 - 948
Accrued healthcare costs - 766 (748) 482
Accrued compensation and related expenses - (441) 154 1,648
Deferred revenue - (150) 68 151
Deferred compensation and other long-term
liabilities - 227 108 3,025
Related party payable - 566 - 566
-------- -------- ------- -------
Net cash provided by (used in)
operating activities - (229) 163 3,301
-------- -------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment - (753) (92) (2,494)
Cash received in acquisition of Suburban - - - 231
-------- -------- ------- -------
Net cash used in investing activities - (753) (92) (2,263)
-------- -------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings under line of credit
agreement - 1,000 -
Proceeds from issuance of long-term debt - 92 - 1,249
Principal payments on long-term obligations - (499) (734) (979)
Proceeds from repayments of notes receivable from
Stockholders - 17 17 48
Payments for redemption of common stock - - - (9)
Cash received from direct financing lease obligation - - - 1,000
Cash contributed to Physicians Partners, Inc. in
Merger - - (1,157) -
Costs incurred related to Physician Partners, Inc.
Transaction - (993) (91) (1,277)
-------- -------- ------- -------
Net cash provided by (used in) financing
activities - (1,383) (965) 32
-------- -------- ------- -------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS - (2,365) (894) 1,070
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(All dollar amounts are expressed in thousands)
(Unaudited)
Three months ended September 30, Nine months ended September 30,
1997 1996 1997 1996
---- ---- ---- ----
CASH AND CASH EQUIVALENTS, beginning of period 1 3,560 895 125
-------- -------- ------- -------
CASH AND CASH EQUIVALENTS, end of period $ 1 $ 1,195 $ 1 $ 1,195
-------- -------- ------- -------
-------- -------- ------- -------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest $ 330 $ 186 $ 834 $ 454
Cash paid for income taxes - 139 - 181
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Capital lease obligations with related parties totaling $3,575 were assumed
in the acquisition of Suburban in February 1996.
In 1996, HealthFirst acquired all of the outstanding stock of Suburban in
exchange for 2,200 shares of HealthFirst Series 2 Class A stock. The
acquisition was recorded under the purchase method of accounting. The fair
values of Suburban's assets, including $231 of cash, and liabilities at the
date of acquisition are presented below:
Current assets $ 2,284
Property, plant and equipment 5,325
Other long-term assets 99
Current liabilities (2,833)
Long-term liabilities (4,617)
---------
Net equity acquired $ 258
In February 1997, HealthFirst assigned all assets and liabilities to
Physician Partners, Inc. as part of the reorganization and merger
transaction. The book value of HealthFirst's assets and liabilities,
including $1.2 million of cash, at the date of the transaction are presented
below:
Current assets $ 10,239
Property, plant and equipment 20,305
Other long-term assets 277
Current liabilities 11,112
Long-term liabilities 17,163
Contributed Equity 2,546
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
1. BASIS OF PRESENTATION:
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial reporting and in accordance with Rule 10-01 of Regulation S-X.
In the opinion of the management of HealthFirst Medical Group, P.C.
("HealthFirst"), the unaudited interim financial statements contained in this
report reflect all adjustments, consisting of only normal recurring accruals,
which are necessary for a fair presentation of the financial position and the
results of operations for the interim periods presented. The results of
operations for any interim period are not necessarily indicative of results
for the full year.
The accompanying financial statements reflect the assets and liabilities as
of December 31, 1996 and results of operations for the three and nine months
ended September 30, 1996 for the HealthFirst Medical Group, P.C. prior to the
reorganization transaction ("Old HealthFirst"). The Statement of Operations
and Cash Flows for the three and nine month period ended September 30, 1997,
include the results of operations for Old HealthFirst from January 1 to
January 31, 1997. The remainder of the period represents the operations of
HealthFirst Medical Group, P.C. ("New PC") subsequent to the effective date
of the reorganization transaction, February 1, 1997.
These financial statements, footnote disclosures and other information should
be read on conjunction with the financial statements and the notes thereto
included in HealthFirst's special filing under Form 10-K for the year ended
December 31, 1996.
2. REORGANIZATION AND MERGER AGREEMENT:
On February 1, 1997, certain reorganization and merger transactions (the
"Transactions") contemplated by the Amended and Restated Agreement and Plan
of Reorganization and Merger (the "Reorganization and Merger Agreement")
among Medford Clinic, P.C. ("Old Medford"), Old HealthFirst, The Corvallis
Clinic, P.C. ("Old Corvallis," and, together with Old Medford and Old
HealthFirst, referred to herein, collectively as "Old PCs"), and Physician
Partners, Inc. ("PPI"), were consummated. Pursuant to the terms of the
Reorganization and Merger Agreement, each Old PC affected (a) a
reorganization (the "New PC Reorganization") of its corporate structure by
(i) incorporating a wholly-owned professional corporation subsidiary (a "New
PC"), (ii) transferring to the New PC certain assets and liabilities
(including physician employment agreements) relating to the provider
professional services business, (iii) making a pro rata distribution to its
shareholders of all of the capital stock of the New PC, (iv) converting such
Old PC from a professional corporation to a business corporation and (v)
entering into a 40 -year management agreement (the "Management Agreement")
with PPI and (b) a merger (the "Merger") with and into PPI, resulting in
consolidation of the operations (other than the provider professional
services businesses) of the Old PCs. HealthFirst is the New PC incorporated
by Old HealthFirst pursuant to the Reorganization and Merger Agreement.
The Transactions resulted in a separation of operations of Old HealthFirst
between medical professional services activities (i.e., providers of medical
services), which were transferred to HealthFirst in the New PC
Reorganization, and the physician practice management activities of the
business, which were transferred to PPI in the Merger. In the Merger, PPI
succeeded to the ownership of substantially all of the assets and liabilities
of the three Old PCs, i.e., cash, receivables, inventories, prepaids,
property, plant and equipment, payables, accruals, debt, and certain
contractual commitments. As consideration, the shareholders of the Old PCs
received stock of PPI.
Under the Management Agreement, PPI provides physician practice management
services to HealthFirst. Services provided include management and
administrative services; capital resources, facilities, equipment and
supplies are also provided by PPI under the Management Agreement. As
consideration, PPI is entitled to (a) reimbursement of all managerial costs
and expenses ("Manager's Expenses") incurred by PPI and (b) a management fee
equal to 16% of (i) net revenues relating to services provided by HealthFirst
less (ii) Manager's Expenses. HealthFirst is responsible for providing
medical services and the related costs for compensation and benefits to the
providers employed thereby.
<PAGE>
The parties to the Transactions have received an opinion from tax counsel
that for federal income tax purposes, it is more likely than not that the
Merger will be a tax-free transaction. No opinion was requested from tax
counsel with respect to the New PC Reorganization. If the IRS or tax court
were to determine that the Merger was not tax free, there would be
significant adverse tax consequence to the parties to the Transactions and
their respective shareholders. No ruling was requested from the Internal
Revenue Service ("IRS") regarding the tax consequences of the Merger or the
New PC Reorganization.
In connection with the Transactions, the three Old PCs entered into an
expense sharing agreement, which establishes the basis upon which certain
costs incurred in connection with the Transactions are to be allocated among
the three Old PCs. HealthFirst and other New PCs have assumed the obligations
of their respective Old PCs under the expense sharing agreement.
HealthFirst's share of such costs are reflected as a charge to retained
earnings.
3. INCOME TAXES:
As of September 30, 1997 the net income before provision for income taxes
represents the results of operations for Old HealthFirst from January 1 to
January 31, 1997. The valuation reserve against the deferred tax assets was
reversed in an amount equal to the current tax expense, resulting in no tax
provision being reflected in the 1997 Statement of Operations. The
operations of the New PC for the remainder of the period have resulted in no
net income and accordingly, no current tax expense is necessary.
4. EARNINGS PER SHARE:
All share and per share data have been retroactively restated to give effect
to the recapitalization resulting from the Transactions.
5. EQUITY ROLLFORWARD:
The Transactions resulted in the shares of HealthFirst being distributed by
Old HealthFirst to its shareholders in the New PC Reorganization and the Old
HealthFirst's Common Stock being converted into the right to receive PPI
Common stock in the Merger. In addition, as a result of the Merger, PPI
succeeded to the ownership of Old HealthFirst's equity.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion includes some forward-looking statements that
involve a number of risks and uncertainties. Actual results may differ
materially from historical results or from the results discussed in such
forward-looking statements or outcomes otherwise currently expected or sought
by HealthFirst.
OVERVIEW
HealthFirst, an Oregon professional corporation, is a multi-specialty medical
clinic. HealthFirst was formed in 1997 pursuant to certain reorganization and
merger transactions (the "Transactions") contemplated by the Amended and
Restated Agreement and Plan of Reorganization and Merger (the "Reorganization
and Merger Agreement") among Medford Clinic, P.C. ("Old Medford"), Old
HealthFirst, The Corvallis Clinic, P.C. ("Old Corvallis"), and, together with
Old Medford and Old HealthFirst, referred to herein, collectively as "Old
PCs"), and Physician Partners, Inc. ("PPI"). Old HealthFirst was formed in
February 1996 in a merger between the Metropolitan Clinic, P.C., formed in
1906, and Suburban Medical Clinic, P.C., formed in 1956. Pursuant to the
terms of the Reorganization and Merger Agreement, each Old PC affected (a) a
reorganization (the "New PC Reorganization) of its corporate structure by (i)
incorporating a wholly-owned professional corporation subsidiary (a "New
PC"), (ii) transferring to the New PC certain assets and liabilities
(including physician employment agreements) relating to the provider
professional services business, (iii) making a pro rata distribution to its
shareholders of all of the capital stock of the New PC, (iv) converting such
Old PC from a professional corporation to a business corporation and (v)
entering into a 40 -year management agreement (the "Management Agreement")
with PPI and (b) a merger (the "Merger") with and into PPI, resulting in
consolidation of the operations (other than the provider professional
services businesses) of the Old PCs.
HealthFirst consists of 144 professional providers who offer a wide range of
primary and specialty care services including allergy, dermatology,
gastroenterology, hematology/oncology, infectious disease, pediatrics,
geriatrics, obstetrics/gynecology, podiatry, rheumatology, and surgery.
HealthFirst's operations are located in and around Portland, Oregon.
HealthFirst believes that group practice offers the best means of promoting
and maintaining the highest standard of medical care. HealthFirst's strategy
is to position itself in a competitive network as the healthcare industry
develops. HealthFirst's relationship with PPI enhances its capacity to
provide a high quality of clinical care and to compete economically in both
managed care and fee-for-service markets.
To increase revenue, HealthFirst is working with PPI to recruit additional
physicians and merge other physician groups in the area into their clinic.
PPI is working with HealthFirst on initiatives to reduce the Manager's
Expenses of HealthFirst (which are paid by PPI and reimbursed by HealthFirst)
and increased revenues.
RESULTS OF OPERATIONS
Net fee-for-service revenue increased from $24.2 million to $26.5 million for
the first nine months of 1996 compared to the first nine months of 1997, a
$2.3 million increase. The increase was due to the addition of several
providers during the last half of 1996 who are now at higher production
levels and an increase in office hours beginning in December 1996. Prepaid
healthcare revenue increased $3.1 million from $5.0 million to $8.1 million
for the third quarter of 1996 compared to the third quarter of 1997, and
increased $4.4 million from $18.5 million to $22.9 million for the first nine
months of 1996 compared to 1997. Prepaid healthcare revenue increased due to
an increase in capitated lives and earnings from risk pools. Management is
currently negotiating the 1998 managed care contracts and anticipates
improvement over 1997. In the fourth quarter, HealthFirst will receive a $.3
million one time payment from PPI which may be offset against the payable to
PPI.
<PAGE>
Provider compensation and benefits decreased $1.5 million for the third
quarter of 1997 compared to the third quarter of 1996 and $6.1 million for
the first nine months of 1997 compared to the first nine months of 1996. A
significant portion of the decrease for the first nine months of 1997 is due
to a $5.5 million bonus compensation plan of which $3.9 million of expense
was recognized in May 1996. The remaining difference is due to the decrease
in the amount available for provider compensation.
Total operating expenses increased $2.9 million from $32.4 million to $35.3
million for the first nine months of 1996 compared to the first nine months
of 1997. Clinic salaries, wages and benefits accounted for $1.0 million of
the increase which was due to an increase in employees to support the
providers added during the last half of 1996. Purchased medical services
increased $.8 million the first nine months of 1997 which was due to an
increase in capitated lives and higher utilization.
The decrease in interest and other income and the increase in interest
expense are due to the use of cash and borrowings to build the Tualatin
facility which was completed in late 1996. The management fee of $.7
million for the third quarter of 1997 and $1.9 million for the first nine
months of 1997 was paid to PPI in accordance with the Management Agreement.
There was no such management fee in 1996 as the Management Agreement was not
effective until February 1, 1997.
LIQUIDITY AND CAPITAL RESOURCES
As a result of the Transactions, PPI succeeded to the ownership of
substantially all assets and PPI assumed all financing activities relating to
the working capital needs of HealthFirst. Per the Management Agreement, PPI
will purchase the necessary capital equipment to support HealthFirst's
operations.
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
PART II - OTHER INFORMATION
ITEM 1: Legal Proceedings
None.
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
(a) Exhibits
27 - Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K
None
<PAGE>
HEALTHFIRST MEDICAL GROUP, P.C.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
as amended, the Registrant has caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
HEALTHFIRST MEDICAL GROUP, P.C.
(Registrant)
Date: November 13, 1997 By: /s/ David L. Perry
----------------------------------
David L. Perry, M.D.
President
Date: November 13, 1997 By: /s/ Karen M. Shepard
----------------------------------
Karen M. Shepard,
Chief Financial Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0001029817
<NAME> HEALTHFIRST MEDICAL GROUP, P.C.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,238
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,238
<CURRENT-LIABILITIES> 1,237
<BONDS> 0
0
0
<COMMON> 1
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,238
<SALES> 0
<TOTAL-REVENUES> 49,435
<CGS> 0
<TOTAL-COSTS> 46,502
<OTHER-EXPENSES> 1,880
<LOSS-PROVISION> 1,423
<INTEREST-EXPENSE> 1,155
<INCOME-PRETAX> 258
<INCOME-TAX> 0
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<NET-INCOME> 258
<EPS-PRIMARY> 2,866.67
<EPS-DILUTED> 2,866.67
</TABLE>
