<PAGE>
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UNITED STATES 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, 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: 1-12955
JOURNAL REGISTER COMPANY
(Exact name of registrant as specified in its charter)
Delaware 22-3498615
------------------ --------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
50 West State Street, Trenton, New Jersey 08608-1298
- -----------------------------------------------------------------------
(Address of principal executive offices) (zip code)
(609) 396-2200
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(Former name or former address, 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 [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: common stock, $.01 par value -
48,437,500 shares outstanding as of May 14, 1998.
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<PAGE>
JOURNAL REGISTER COMPANY
INDEX TO FORM 10-Q
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Balance Sheets at March 31, 1998
(Unaudited) and December 31, 1997.................... 2-3
Consolidated Statements of Income for the three months
ended March 31, 1998 and 1997 (Unaudited).......... 4
Consolidated Statements of Cash Flows for the three
months ended March 31, 1998 and 1997 (Unaudited).... 5
Notes to Consolidated Financial Statements (Unaudited).. 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations....... 7-9
Item 3. Quantitative and Qualitative Disclosures About Market
Risk................................................ 10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings....................................... 10
Item 2. Changes in Securities and Use of Proceeds............... 10
Item 3. Defaults Upon Senior Securities......................... 10
Item 4. Submission of Matters to a Vote of Security Holders..... 10
Item 5. Other Information....................................... 10
Item 6. Exhibits and Reports on Form 8-K........................ 10
Signature.......................................................... 10
<PAGE>
Journal Register Company
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
March 31, December 31,
1998 1997
----------- ------------
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 11,076 $ 8,183
Accounts receivable, less allowance for
doubtful accounts of $4,768 at March 31,
1998 and $4,055 at December 31, 1997 47,379 48,675
Inventories 11,066 9,865
Deferred income taxes 5,821 6,444
Other current assets 4,668 4,666
--------- ---------
Total current assets 80,010 77,833
--------- ---------
Property, plant and equipment:
Land 7,567 7,567
Buildings and improvements 60,989 60,685
Machinery and equipment 150,165 148,605
--------- ---------
218,721 216,857
Less accumulated depreciation (126,219) (124,237)
--------- ---------
Property, plant and equipment, net 92,502 92,620
Intangible and other assets, net of accumulated
amortization of $25,611 at March 31, 1998 and
$23,973 at December 31, 1997 193,615 157,478
--------- ---------
Total assets $ 366,127 $ 327,931
========= =========
See accompanying notes.
2
<PAGE>
Journal Register Company
Consolidated Balance Sheets
(In thousands, except share and per share amounts)
March 31, December 31,
1998 1997
----------- ------------
(Unaudited)
Liabilities and Stockholders' Deficit
Current liabilities:
Current maturities of long-term debt $ 59,228 $ 57,060
Accounts payable 12,172 9,277
Income taxes payable 574 535
Accrued interest 4,913 5,067
Deferred subscription revenue 7,044 6,539
Other accrued expenses and current liabilities 21,996 17,616
--------- ---------
Total current liabilities 105,927 96,094
Senior debt, less current maturities 453,398 433,714
Deferred income taxes 8,536 8,049
Accrued retiree benefits and other liabilities 16,661 20,641
Income taxes payable 39,286 35,675
Commitments and contingencies
--------- ---------
Total liabilities 623,808 594,173
--------- ---------
Stockholders' deficit
Common stock, $.01 par value, 300,000,000
shares authorized and 48,437,500 shares
issued and outstanding 484 484
Additional paid-in capital 358,234 358,234
Accumulated deficit (616,399) (624,960)
--------- ---------
Net stockholders' deficit (257,681) (266,242)
--------- ---------
Total liabilities and stockholders' deficit $ 366,127 $ 327,931
========= =========
See accompanying notes.
3
<PAGE>
Journal Register Company
Consolidated Statements of Income
(Unaudited)
(In thousands, except share and per share amounts)
Three months ended
March 31,
------------------------
1998 1997
---------- ----------
Revenues:
Advertising $ 63,940 $ 60,419
Circulation 20,134 19,830
---------- ----------
Newspaper revenues 84,074 80,249
Commercial printing and other 5,587 2,791
---------- ----------
89,661 83,040
Operating expenses:
Salaries and employee benefits 30,912 28,663
Newsprint, ink and printing charges 11,896 9,130
Selling, general and administrative 8,158 7,641
Depreciation and amortization 4,939 5,418
Other 11,454 9,543
---------- ----------
67,359 60,395
---------- ----------
Operating income 22,302 22,645
Other income (expense):
Interest expense (8,691) (12,960)
Interest income 18 13
Other (25) (42)
---------- ----------
Income before provision for income taxes 13,604 9,656
Provision for income taxes 5,041 3,932
---------- ----------
Net income $ 8,563 $ 5,724
========== ==========
Net income per common share (basic and dilutive) $ 0.18 $ --
========== ==========
Weighted average common shares outstanding 48,437,500 --
========== ==========
Pro forma net income per common share -- $ 0.15
========== ==========
Pro forma weighted average
common shares outstanding -- 37,962,500
========== ==========
See accompanying notes.
4
<PAGE>
Journal Register Company
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
Three Months Ended March 31,
----------------------------
1998 1997
--------- ---------
Cash flows from operating activities:
Net income $ 8,563 $ 5,724
Adjustments to reconcile net income to
net cash provided by operating activities:
Provision for losses on accounts receivable 618 524
Depreciation and amortization 4,939 5,418
Net (gain) on sale of property, plant &
equipment and other assets (4) (139)
Increase in income taxes payable 3,650 1,889
(Decrease) in accrued interest (154) (228)
Increase in deferred income taxes 1,110 1,011
Decrease in accounts receivable 1,858 1,624
(Increase) in inventories (1,154) (82)
Increase in accounts payable 2,763 490
Increase (decrease) in deferred subscription
revenue 179 (277)
(Decrease) in accrued retiree benefits and
other liabilities (3,980) (472)
(Increase) decrease in other assets, net of
increase (decrease) in other liabilities 905 (1,043)
--------- ---------
Net cash provided by operating activities 19,293 14,439
--------- ---------
Cash flows from investing activities:
Proceeds from sale of property, plant & equipment 5 338
Additions to property, plant and equipment (2,171) (1,531)
Purchase of newspaper properties (36,086) --
--------- ---------
Net cash used in investing activities (38,252) (1,193)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of debt:
Senior debt 39,000 --
Accretion on subordinated notes -- 822
Repayment of senior debt (17,148) (16,535)
--------- ---------
Net cash provided by (used in) financing
activities 21,852 (15,713)
--------- ---------
Increase (decrease) in cash and cash equivalents 2,893 (2,467)
Cash and cash equivalents, beginning of period 8,183 8,546
--------- ---------
Cash and cash equivalents, end of period $11,076 $6,079
========= =========
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $8,845 $12,305
Income taxes $344 $1,032
Supplemental disclosures of non-cash financing
activities:
Issuance of additional subordinated notes -- $822
See accompanying notes.
5
<PAGE>
Journal Register Company
Notes to Consolidated Financial Statements
March 31, 1998
(Unaudited)
1. Organization and Basis of Presentation
Journal Register Company (together with its consolidated subsidiaries,
the "Company" or "JRC") primarily publishes daily and non-daily newspapers
serving markets in Connecticut, Ohio, Philadelphia and its surrounding
areas, the greater St. Louis area, central New England, and the
Capital-Saratoga, NY Region and has commercial printing operations in
Connecticut, Ohio and Pennsylvania.
The consolidated interim financial statements included herein
include the accounts of JRC and have been prepared by the Company, without
audit, in accordance with generally accepted accounting principles ("GAAP")
and pursuant to the rules and regulations of the Securities and Exchange
Commission ("SEC"). The consolidated interim financial statements do not
include all the information and footnote disclosure required by GAAP for
complete financial statements. In the opinion of the Company's management,
the accompanying unaudited consolidated financial statements contain all
material adjustments (consisting only of normal recurring accruals)
necessary to present fairly its financial position as of March 31, 1998 and
December 31, 1997 and the results of its operations and cash flows for the
periods ended March 31, 1998 and 1997. These financial statements should be
read in conjunction with the December 31, 1997 audited Consolidated
Financial Statements and Notes thereto. The interim operating results are
not necessarily indicative of the results to be expected for an entire year.
2. Earnings Per Common Share
Earnings per common share are based upon the weighted average number of
shares outstanding during the periods ended March 31, 1998 and 1997. All
outstanding stock options are not materially dilutive for 1998 or 1997. The
following table sets forth the computation of weighted-average shares
outstanding for calculating both basic and diluted earnings per share for
the quarter ended March 31, 1998:
Weighted-average shares for basic earnings per share 48,437,500
Effect of dilutive securities:
Employee stock options 268,838
----------
Adjusted weighted-average shares for diluted
earnings per share 48,706,338
==========
Pro forma net income per common share for the first quarter 1997 was
calculated reflecting the 37,962,500 shares which were issued and
outstanding prior to the Company's initial public offering in May 1997.
3. FASB Statement No. 130 - Reporting Comprehensive Income
Financial Accounting Standards Board Statement No. 130, "Reporting
Comprehensive Income" became effective January 1, 1998, however, it is
not applicable to the Company.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
Journal Register Company's principal business is publishing newspapers in
the United States, where its publications are primarily daily and non-daily
newspapers. The Company's revenues are derived from advertising, paid
circulation and commercial printing and other.
Newspaper companies tend to follow a distinct and recurring seasonal
pattern. The first quarter of the year (January-March) tends to be the weakest
quarter because advertising volume is then at its lowest level. Correspondingly,
the fourth quarter (October-December) tends to be the strongest quarter as it
includes heavy holiday season advertising.
The first quarter of 1998 includes the results of the following
acquisitions: Ladue News, Ladue, Missouri, acquired December 12, 1997; The
InterCounty Newspaper Group, Bristol, Pennsylvania, acquired December 22, 1997;
Housatonic Publications, New Milford, Connecticut and Minuteman Newspapers,
Westport, Connecticut, acquired January 2, 1998; and The Saratogian, Saratoga
Springs, New York, acquired March 9, 1998.
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO THREE MONTHS ENDED MARCH 31,
1997
REVENUES. In the three months ended March 31, 1998, revenues increased
$6.6 million, or 8.0%, to $89.7 million, primarily due to an increase in
advertising revenues and commercial printing revenues. Newspaper revenues
increased $3.8 million, or 4.8%, to $84.1 million in the first quarter of 1998,
primarily due to acquisitions. Advertising revenues increased $3.5 million, or
5.8%, to $63.9 million in the first quarter of 1998, from $60.4 million in the
first quarter of 1997. Circulation revenues increased $304,000, or 1.5%, to
$20.1 million in the first quarter of 1998, from $19.8 million in the first
quarter of 1997. Commercial printing and other revenues represented 6.2% of the
Company's revenues in the first quarter of 1998, as compared to 3.4% in the
first quarter of 1997. The increase is due to commercial printing revenue
generated by companies acquired as part of the InterCounty Newspaper Group
acquisition in December 1997.
SALARIES AND EMPLOYEE BENEFITS. Salaries and employee benefits were 34.5%
of the Company's revenues in both the first quarter of 1998 and 1997. In the
first quarter of 1998, salaries and employee benefits increased $2.2 million, or
7.8%, to $30.9 million, due to acquisitions.
NEWSPRINT, INK AND PRINTING CHARGES. In the first quarter of 1998,
newsprint, ink and printing charges were 13.3% of the Company's revenues, as
compared to 11.0% in the first quarter of 1997. Newsprint, ink and printing
charges increased $2.8 million, or 30.3%, in the first quarter of 1998 to $11.9
million, primarily as a result of a 15.5% increase in the price per ton of
newsprint, and volume increases due to the Company's acquisitions.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and
administrative expenses were 9.1% and 9.2% of the Company's revenues in the
first quarter of 1998 and 1997, respectively. Selling, general and
administrative expenses for the first quarter of 1998 increased $517,000, or
6.8%, to $8.2 million, due to acquisitions.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses were
5.5% and 6.5% of the Company's revenues in the first quarter of 1998 and 1997,
respectively. Depreciation and amortization expenses decreased $479,000, or
8.8%, to $4.9 million in the first quarter of 1998.
OTHER EXPENSES. Other expenses were 12.8% and 11.5% of the Company's
revenues in the first quarter of 1998 and 1997, respectively. Other expenses
increased $1.9 million, or 20.0%, to $11.5 million in the first quarter of 1998
primarily due to increased circulation promotional expenses, and postage expense
related to the Company's preprint business.
7
<PAGE>
OPERATING INCOME. Operating income decreased $343,000 or 1.5% for the
first quarter of 1998 to $22.3 million, primarily due to the 15.5% increase in
the price of newsprint.
INTEREST EXPENSE. Interest expense was $8.7 million in the first quarter
of 1998, a decrease of $4.3 million, or 32.9% as compared to the first quarter
of 1997. The decrease in interest expense reflects a decrease in average
borrowing rates and a $151.3 million decrease in average debt outstanding during
the first quarter of 1998 as compared to the first quarter of 1997.
PROVISION FOR INCOME TAXES. The Company reported effective tax rates of
37.06% and 40.72% for the quarters ended March 31, 1998 and 1997, respectively.
This reduction in the effective tax rate for first quarter 1998 as compared to
the first quarter 1997 is the result of the Company's corporate restructuring
implemented January 1, 1998.
NET INCOME. Net income was $8.6 million, or $.18 per share, and $5.7
million, or $.15 per share, for the quarters ended March 31, 1998 and 1997,
respectively.
OTHER INFORMATION
EBITDA(1) in the first quarter of 1998 was $27.2 million, a decrease of
2.9% as compared to the first quarter of 1997. The Company's EBITDA margin was
30.4% for the first quarter of 1998 as compared to 33.8% in the first quarter of
1997.
LIQUIDITY AND CAPITAL RESOURCES
The Company's operations have historically generated strong positive cash
flow. The Company believes cash flows from operations will be sufficient to fund
its operations, capital expenditures and long-term debt obligations. The Company
also believes that cash flows from operations and future borrowings and its
ability to issue common stock as consideration for future acquisitions, will
provide it with the flexibility to fund its acquisition strategy while
continuing to meet its operating needs, capital expenditures and long-term debt
obligations.
CASH FLOWS FROM OPERATIONS. Net cash provided by operating activities
increased $4.9 million to $19.3 million in the first three months of 1998 as
compared to the first three months of 1997. Net cash provided by operating
activities in 1998 primarily resulted from net income before non-cash expenses
(i.e., depreciation and amortization) of $13.5 million.
CASH FLOWS FROM INVESTING ACTIVITIES. Net cash used in investing
activities increased $37.1 million to $38.3 million in the first three months of
1998. The increase in investing activities was primarily due to the Company's
investment in the purchase of newspaper properties. In the first three months of
1998, the Company increased capital expenditures by $640,000 and had a decrease
of $333,000 in proceeds from the sale of property, plant and equipment as
compared to the first three months of 1997. The Company has a capital
expenditure program (excluding future acquisitions) of approximately $12.0
million in place for 1998, which includes spending on technology, including
prepress and business systems; computer hardware; other machinery and equipment;
plants and properties; and vehicles and other assets. The Company believes its
capital expenditure program is sufficient to maintain its current level and
quality of operations. The Company reviews its capital expenditure
- --------------------------------------------------------------------------------
(1) EBITDA is defined by the Company as operating income plus depreciation,
amortization and other non-cash charges. EBITDA is not intended to represent
cash flows from operations and should not be considered as an alternative to
operating or net income computed in accordance with generally accepted
accounting principles ("GAAP"), as an indicator of the Company's operating
performance, as an alternative to cash flows from operating activities (as
determined in accordance with GAAP) or as a measure of liquidity. The Company
believes that EBITDA is a standard measure commonly reported and widely used by
analysts, investors and other interested parties in the media industry.
Accordingly, this information has been disclosed herein to permit a more
complete comparative analysis of the Company's operating performance relative to
other companies in the industry. However, not all companies calculate EBITDA
using the same methods; therefore, the EBITDA figures set forth above may not be
comparable to EBITDA reported by other companies.
8
<PAGE>
program periodically and modifies it as required to meet current needs. It is
expected that the 1998 capital expenditure program will be funded from operating
cash flow. The success of the Company's operations in Philadelphia and
surrounding areas may necessitate the construction of a centralized production
facility within the next two years. Costs for this facility are currently
estimated to be approximately $25.0 million. The Company expects to fund this
construction project with cash flows from operations and borrowings.
The Company has completed an assessment of the effect of year 2000 on its
computer systems and production equipment and has determined that it will have
to modify or replace portions of its computer systems. The Company has an action
plan in place. The Company's capital expenditure program also includes amounts
necessary to have all of its systems Year 2000 compliant by June 1, 1999.
CASH FLOWS FROM FINANCING ACTIVITIES. Net cash provided by financing
activities was $21.9 million in the first three months of 1998 as compared to
net cash used by financing activities of $15.7 million in the first three months
of 1997. This change of $37.6 million resulted primarily from additional
borrowings related to the Company's acquisitions.
In May 1997, the Company consummated an amended and restated credit
agreement (as amended, the "Credit Agreement") to amend the terms of the Senior
Facilities. The Credit Agreement provides for, among other things, $398.0
million of Senior Secured Term Loans (the "Term Loan"), $235.0 million of a
Senior Secured Revolving Credit Facility ( the "Revolver") and a reduction in
the Applicable Margin (as defined in the Credit Agreement).
The amounts outstanding under the Senior Facilities bear interest at (i)
1-1/2% to 1/2% above the London Interbank Offered Rate ("LIBOR") or (ii) 1/4%
above the higher of the Prime Rate or 1/2% above the Federal Funds Rate. The
interest rate spreads are dependent upon the debt to 12 months trailing cash
flow ratio (as defined in the Credit Agreement) and reduce as such ratio
declines. The Term Loan provides for quarterly repayment of principal as
scheduled in the Credit Agreement. The Revolver has a step-down of availability
of $40.0 million on each of December 31, 2000, 2001 and 2002. The final $115.0
million of availability expires and, if outstanding, is due on December 31,
2003.
As of March 31, 1998, the Company had outstanding indebtedness, due and
payable in installments through 2003, of $512.6 million, of which $162.0 million
was outstanding under the Revolver. There was $73.0 million of unused and
available balance under the Revolver at March 31, 1998.
The Company generally manages its exposure to interest rate fluctuations
by entering into interest rate protection agreements. If the Company's Total
Debt Ratio (as defined in the Credit Agreement) is 3.0 to 1.0 or greater, the
Company is required to have interest rate protection for a minimum of 50% of its
outstanding balance under the Senior Facilities. The Company has in place
interest rate swap and collar agreements. During the first three months of 1998,
the Company's weighted average effective interest rate on its outstanding
balance was approximately 6.8%, which takes into account the interest rate
protection agreements in effect at that time.
INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS. Management's
Discussion and Analysis of Financial Condition and Results of Operations include
forward-looking statements, which may be identified by use of terms such as
"believes," "anticipates," "plans," "will," "likely," "continues," "intends" or
"expects", as well as other similar terms. These forward-looking statements
relate to the plans and objectives of the Company for future operations. In
light of the risks and uncertainties inherent in all future projections, the
inclusion of forward-looking statements herein should not be regarded as a
representation by the Company or any other person that the objectives or plans
of the Company will be achieved. Many factors could cause the Company's actual
results to differ materially from those in the forward-looking statements,
including, among other things: (i) a decline in general economic conditions,
(ii) the unavailability or material increase in the price of newsprint, (iii) an
adverse judgment in pending or future litigation, (iv) increased competitive
pressure from current competitors and future market entrants, (v) sales of
substantial amounts of the Common Stock in the public markets, or the perception
that such sales could occur, and (vi) the factors discussed in the Company's
Form 10-K for 1997 in Item 7, Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Certain Factors Which May Affect The
Company's Future Performance. The foregoing review of important factors should
not be construed as exhaustive. The Company undertakes no obligation to release
publicly the results of any future revisions it may make to forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
9
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 3 is not currently applicable to the Company.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
NONE
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
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
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27. Financial Data Schedule
(b) REPORTS ON FORM 8-K
-------------------
A report on Form 8-K was filed by the Company on January 16,
1998 pursuant to Item 5 thereof reporting the resignation of
one of the Company's executive officers.
SIGNATURE
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 hereunto duly authorized.
Date: May 14, 1998 JOURNAL REGISTER COMPANY
By: /s/ Jean B. Clifton
--------------------------------
Jean B. Clifton
Executive Vice President, Chief
Financial Officer & Treasurer
(signing on behalf of the
registrant and as principal
financial officer)
10
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
27. Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE>5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheet and the consolidated statements of income of Journal
Register Company for the quarter ended March 31, 1998, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,076
<SECURITIES> 0
<RECEIVABLES> 52,147
<ALLOWANCES> 4,768
<INVENTORY> 11,066
<CURRENT-ASSETS> 80,010
<PP&E> 218,721
<DEPRECIATION> 126,219
<TOTAL-ASSETS> 366,127
<CURRENT-LIABILITIES> 105,927
<BONDS> 512,626
0
0
<COMMON> 484
<OTHER-SE> (258,165)
<TOTAL-LIABILITY-AND-EQUITY> 366,127
<SALES> 0
<TOTAL-REVENUES> 89,661
<CGS> 0
<TOTAL-COSTS> 54,262
<OTHER-EXPENSES> 4,939
<LOSS-PROVISION> 618
<INTEREST-EXPENSE> 8,691
<INCOME-PRETAX> 13,603
<INCOME-TAX> 5,040
<INCOME-CONTINUING> 8,563
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,563
<EPS-PRIMARY> 0.18
<EPS-DILUTED> 0.18
</TABLE>
