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, 2000
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
For the transition period from to
Commission file number 000-23740
---------
INNOTRAC CORPORATION
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(Exact name of registrant as specified in its charter)
Georgia 58-1592285
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6655 Sugarloaf Parkway Duluth, Georgia 30097
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (678) 584-4000
--------------------
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.
Outstanding at April 30, 2000
-----------------------------
Common Stock at $.10 par value 11,214,995 Shares
<PAGE>
INDEX
<TABLE>
<CAPTION>
Page
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<S> <C>
Part I. Financial Information 3
Item 1. Financial Statements 3
Consolidated Balance Sheets (Unaudited) At March 31, 2000 and
December 31, 1999 3
Consolidated Statements of Operations (Unaudited)
for the Three Months Ended March 31, 2000 and 1999 3
Consolidated Statements of Cash Flows (Unaudited) for the
Three Months Ended March 31, 2000 and 1999 5
Condensed Notes to Consolidated Financial Statements March 31,
2000 and 1999 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Part II. Other Information 11
Item 6. Exhibits and Reports On Form 8-K 11
Signatures 12
</TABLE>
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
INNOTRAC CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
ASSETS March 31, 2000 December 31, 1999
------ -------------- -----------------
(Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents .................................... $ 237 $ 894
Accounts receivable, net ..................................... 61,619 52,431
Inventories .................................................. 31,412 39,503
Deferred tax assets .......................................... 1,210 583
Prepaid expenses and other current assets .................... 2,592 1,399
-------- --------
Total current assets ............................... 97,070 94,810
-------- --------
Property and equipment:
Rental equipment ............................................. 4,367 4,986
Computer, machinery and transportation equipment ............. 11,009 8,711
Furniture, fixtures and leasehold improvements ............... 3,296 2,830
-------- --------
18,672 16,527
Less accumulated depreciation and amortization ............... (7,820) (7,605)
-------- --------
10,852 8,922
-------- --------
Other assets, net ................................................. 209 486
-------- --------
$108,131 $104,218
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
-------------------------------------
Current liabilities:
Current portion of long-term debt ............................ $ 8 $ 8
Line of credit ............................................... 13,635 7,008
Accounts payable ............................................. 7,000 10,530
Accrued expenses ............................................. 9,187 7,384
-------- --------
Total current liabilities .......................... 29,830 24,930
-------- --------
Total noncurrent liabilities ...................................... 212 75
-------- --------
Total liabilities .................................. 30,042 25,005
-------- --------
Shareholders' equity:
Common stock ................................................. 1,121 1,121
Additional paid-in capital ................................... 59,701 59,701
Retained earnings ............................................ 17,267 18,391
-------- --------
Total shareholders' equity .......................... 78,089 79,213
-------- --------
Total liabilities and shareholders' equity .......... $108,131 $104,218
======== ========
</TABLE>
The accompanying condensed notes are an integral part of these consolidated
statements.
3
<PAGE>
Financial Statements-Continued
INNOTRAC CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, 2000 and 1999
(Unaudited)
(In thousands except per share amount)
<TABLE>
<CAPTION>
Three Months Ended March 31,
2000 1999
--------- ----------
<S> <C> <C>
Revenues, net ........................................ $ 47,850 $ 67,320
Cost of revenues ..................................... 44,670 58,717
-------- --------
Gross margin .......................... 3,180 8,603
-------- --------
Operating expenses:
Selling, general and administrative expenses .. 4,172 2,440
Depreciation and amortization ................. 622 379
-------- --------
Total operating expenses ............. 4,794 2,819
-------- --------
Operating (loss) income .............................. (1,614) 5,784
-------- --------
Other expense (income), net:
Interest expense .............................. 227 373
Other ......................................... 18 (20)
-------- --------
Total other expenses, net ............ 245 353
-------- --------
(Loss) income before income taxes .................... (1,859) 5,431
Income tax benefit (provision) ....................... 735 (2,145)
-------- --------
Net (loss) income .................... $ (1,124) $ 3,286
======== ========
Earnings per share:
Net (loss) income per common and common equivalent share:
Basic $ (0.10) $ 0.37
======== ========
Diluted $ (0.10) $ 0.36
======== ========
Weighted average common and common equivalent shares:
Basic 11,215 9,000
======== ========
Diluted 11,215 9,127
======== ========
</TABLE>
The accompanying condensed notes are an integral part of these consolidated
statements.
4
<PAGE>
Financial Statements-Continued
<TABLE>
<CAPTION>
INNOTRAC CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(in thousands)
Three Months Ended March 31,
2000 1999
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income .................................................................. $ (1,124) $ 3,286
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization .................................................. 622 379
Depreciation-rental equipment .................................................. 173 536
Loss on disposal of rental equipment ........................................... 45 220
Deferred income taxes .......................................................... (148) 3
Increase in accounts receivable ................................................ (9,188) (28,659)
Decrease (increase) in inventories ............................................. 8,091 (5,453)
Increase in prepaid expenses and other assets .................................. (1,275) (443)
(Decrease) increase in accounts payable ........................................ (3,530) 13,878
Increase (decrease) in accrued expenses and other .............................. 1,816 (1,855)
-------- --------
Net cash used in operating activities ..................................... (4,518) (18,108)
-------- --------
Cash flows from investing activities:
Purchases of property and equipment ................................................ (2,764) (880)
-------- --------
Net cash used in investing activities ..................................... (2,764) (880)
-------- --------
Cash flows from financing activities:
Net borrowings under line of credit ................................................ 6,627 15,883
Repayment of long-term debt ........................................................ (2) 0
-------- --------
Net cash provided by financing activities ................................. 6,625 15,883
-------- --------
Net decrease in cash and cash equivalents ............................................... (657) (3,105)
Cash and cash equivalents, beginning of period .......................................... 894 3,379
-------- --------
Cash and cash equivalents, end of period ................................................ $ 237 $ 274
======== ========
Supplemental cash flow disclosures:
Cash paid for interest ............................................................. $ 207 $ 325
======== ========
Cash paid for income taxes, net of refunds received ................................ $ 77 $ 2,486
======== ========
</TABLE>
The accompanying condensed notes are an integral part of these consolidated
statements.
5
<PAGE>
Financial Statements-Continued
INNOTRAC CORPORATION
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000 AND 1999
1. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to
Article 10 of Regulation S-X of the Securities and Exchange Commission.
The accompanying unaudited consolidated financial statements reflect,
in the opinion of management, all adjustments necessary to achieve a
fair statement of financial position and the results of its operations
for the interim periods presented. All such adjustments are of a normal
and recurring nature. The results of operations for the three months
ended March 31, 2000 are not necessarily indicative of the results to
be expected for the year ending December 31, 2000. It is suggested that
these condensed financial statements be read in conjunction with the
consolidated financial statements and notes thereto included in the
Company's 10-K filing and annual report.
2. Basic earnings per share is computed by dividing pro forma net income
by the weighted average number of common shares outstanding. Diluted
earnings per share includes the effect of the Company's stock options
(using the treasury stock method) for 1999. For 2000, such effects are
excluded as their effect is antidilutive. The following table shows the
computation of the number of shares outstanding (in thousands):
Three Months Ended March 31,
2000 1999
----------- -----------
Basic Shares 11,215 9,000
Stock Options -- 127
----------- -----------
Diluted Shares 11,215 9,127
=========== ===========
6
<PAGE>
ITEM 2 -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion may contain certain forward-looking statements that are
beyond the control of the Company. Actual results may differ materially from
those expressed or implied by such forward-looking statements. Factors that
could cause actual results to differ include, but are not limited to, the
reliance on a small number of major clients; risks associated with buying,
warehousing and renting products to customers; risks associated with the term of
our contracts; risks of entering new lines of businesses, particularly
e-commerce; reliance on the telecommunications industry; ability to continue and
manage growth; the impact of the trend toward outsourcing; dependence on
qualified managers and labor force; risks associated with changing technology;
risks associated with competition; risks associated with fluctuations in
operating and quarterly results; compliance with government regulation; and
other factors discussed in more detail under "Business" in the Company's annual
report on Form 10-K for the year ended December 31, 1999.
Overview
- --------
Innotrac provides customized, technology-based marketing support and
distribution services to large corporations that outsource these functions.
Since 1994, we have focused on the telecommunications industry because of its
high growth characteristics and increasing marketing needs. We provide marketing
support services and distribution of Caller ID units, Caller ID telephones and
other telecommunications products to BellSouth, Pacific Bell, Southwestern Bell,
Ameritech Services, Inc., Bell Atlantic and US West and their customers. Pacific
Bell, Southwestern Bell and Ameritech Services, Inc. are all subsidiaries of SBC
Communications. During the fourth quarter ended December 31, 1999, we began
distributing Digital Subscriber Line Modems (DSL) for BellSouth.net and other
internet service providers (ISPs).
In 1991, we initiated a fulfillment program to sell or rent Caller ID
stand-alone devices to BellSouth customers. Customers paid us for these products
by check or credit card. In 1993, we began billing the charges on BellSouth
customers' telephone bills in interest-free installments. As part of that
program, we acquired Caller ID and other telecommunications equipment from third
party manufacturers, while assuming collections risk on customer payments. In
November 1998, we entered into a new contract with BellSouth pursuant to which
we continue to provide Caller ID hardware and other equipment, including corded
and cordless telephones with built-in Caller ID, to BellSouth customers. We now
bill BellSouth, rather than BellSouth customers, for these products.
Upon receipt of an order, we ship the product, track inventory levels and sales
and marketing data and maintain call center operations to handle customer
service and technical support. From time to time, rather than acquiring units
and selling or leasing them to BellSouth customers, we distribute, for a fee,
Caller ID hardware that BellSouth or other clients have purchased from various
third-party manufacturers.
Under our programs with SBC Communications and the ISPs, like our current
contract with BellSouth, we bill the respective telecommunications clients
directly for the telecommunications units that are sold to their end users. The
clients are then responsible for billing and collecting from their customers. As
a result of this change in our payment model, unit prices and our gross margin
are lower than historical levels (see "Results of Operations" "Revenues" and
"Gross Margin" below). We generally experience lower bad debt expenses, which
are included in selling, general and administrative expenses, because
telecommunications clients, rather than their end user customers, pay us for the
equipment. These lower expenses offset the decline in gross margin. The change
in our payment model has had little effect on our operating margin to date.
We have experienced significant growth in revenues in recent years. This growth
stems primarily from growth in Caller ID market penetration and our consultative
selling with respect to product-based marketing support services. According to
industry sources, market penetration of Caller ID services in the United States
as of December 31, 1999 was approximately 36.4% and is expected to reach
approximately 75% by 2007. We believe that the combined Caller ID penetration
for our clients is approximately the same as the industry average. If our
clients' penetration fails to increase, our revenues could be adversely
affected. We believe opportunities continue to exist in the market areas served
by Pacific Bell, a subsidiary of SBC Communications, where market penetration
for Caller ID lags behind the national average because regulatory issues delayed
7
<PAGE>
the release of Caller ID. Caller ID equipment sales may eventually level off as
the Caller ID market matures. We believe that by distributing other
telecommunications products such as DSL modems for existing customers, growing
our telecommunications company client base and expanding customer distribution
channels through e-commerce, we will be able to offset any eventual maturity and
lower penetration levels in our Caller ID business. However, there is no
guarantee that the gross margins associated with the expansion into these
markets will be at historical levels.
The following table sets forth the percentage of total net revenues derived from
services provided to each of the following clients for the years ended December
31, 1999, 1998 and 1997 and the three months ended March 31, 2000 and 1999.
Three Months Ended
Year Ended December 31, March 31,
----------------------------- -------------------
1999 1998 1997 2000 1999
----------------------------- -------------------
Pacific Bell .... 31% 25% 8% 25% 29%
Southwestern Bell 20 11 -- 25 30
BellSouth ....... 34 <F1> 59 16 85 35
Total .. 90% 95% 93% 82% 94%
===== ===== ===== ===== =====
[FN]
<F1> Includes all marketing support services related to Caller ID equipment.
</FN>
BellSouth revenue dollars increased 8% and 10% for the years ended December 31,
1999 and 1998, respectively, although as a percentage of net revenues our
BellSouth telecommunications business declined. In connection with previously
disclosed internal issues at BellSouth, revenues from sales of Caller ID
equipment for BellSouth declined 68% in the first quarter of 2000 below first
quarter 1999 equipment sales. The Company believes that internal issues at
BellSouth will continue to result in a decrease in sales of Caller ID equipment
that the Company undertakes for BellSouth. Revenues from Pacific Bell decreased
38% for the first quarter of 2000 compared to 1999 equipment sales. Southwestern
Bell Caller ID equipment sales slowed by 43% for the first quarter of 2000
compared to first quarter 1999 equipment sales. The decrease in Pacific Bell and
Southwestern Bell revenues was caused by delays by these clients of Caller ID
promotional programs. The Company cannot estimate the impact of any such
decrease in promotional programs on its net revenues. Declines in Caller ID
revenues were partially offset by sales of DSL modems on behalf of a number of
clients, including BellSouth.
Revenues are recognized on the accrual basis as services are provided to
customers or as units are shipped (including installment sales). Revenues are
reduced for estimated product returns and allowances, which are based on our
historical experience.
The largest component of our expenses is our cost of revenues which are
primarily variable in nature and which includes the following:
o the product costs of telecommunications equipment;
o depreciation on Caller ID rental equipment;
o the costs of labor associated with marketing support services
for a particular client;
o telecommunications services costs (including call center
support);
o information technology support;
o materials and freight charges; and
o directly allocable facilities costs.
A second component of our expenses includes selling, general and administrative,
or SG&A, expenses. This expense item is comprised of (1) financial, human
resources, administrative and marketing functions that are not allocable to
specific client services and (2) bad debt expense. Bad debt expense represents a
provision for installments and rentals that will be deemed uncollectible based
on Innotrac's historical experience, as well as billing adjustments from
telecommunications providers. SG&A expenses tend to be fixed in nature, with the
exception of bad debt expense, which is related to revenues.
8
<PAGE>
Results of Operations
- ---------------------
The following table sets forth unaudited summary operating data, expressed as a
percentage of revenues, for the three months ended March 31, 2000 and 1999,
respectively. The data has been prepared on the same basis as the annual
financial statements. In the opinion of the Company's management, it reflects
all adjustments, consisting only of normal and recurring adjustments, necessary
for a fair presentation of the information for the periods presented. Operating
results for any period are not necessarily indicative of results for any future
period.
The financial information provided below has been rounded in order to simplify
its presentation. However, the percentages below are calculated using the
detailed information contained in the consolidated financial statements.
Three Months
Ended March 31,
--------------------
2000 1999
------ -----
Revenues, net .............................. 100.0% 100.0
Cost of revenues ........................... 93.4 87.2
----- -----
Gross margin ............................... 6.6 12.8
Selling, general and administrative expenses 8.7 3.6
Operating income ........................... (3.4) 8.6
Interest expense ........................... 0.5 0.6
Income before income taxes ................. (3.9)% 8.1%
THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 1999
Revenues. The Company's net revenues decreased 28.9% to $47.8 million for the
- --------
three months ended March 31, 2000 from $67.3 million for the three months ended
March 31, 1999. Revenues decreased primarily due to a 46.2% decrease in Caller
ID units sold and fulfilled to 1.2 million units, plus a decrease in average per
unit prices of Caller ID units offset by a 115,000 unit increase in our
e-commerce business, which included sales of 36,000 DSL modems. The Company's
reserve for returns and allowances decreased slightly in terms of dollars, but
remained the same as a percentage of revenues. The reserve was $1.5 million
(3.2% of net revenues) for the three months ended March 31, 2000 compared to
$2.1 million (3.2% of net revenues) for the three months ended March 31, 1999.
Cost of Revenues. The Company's cost of revenues decreased 23.9% to $44.7
- -----------------
million for the three months ended March 31, 2000 compared to $58.7 million for
the three months ended March 31, 1999. Cost of revenues decreased primarily due
to a 34.1% decrease in cost of equipment associated with the decrease in units
sold by the Company. This decrease was offset by approximately $1.0 million
incurred in conjunction with our e-commerce business.
Gross Margin. For the three months ended March 31, 2000, the Company's gross
- -----------
margin decreased 62.8% to $3.2 million as compared to $8.6 million for the three
months ended March 31, 1999. The decrease in gross margin was due primarily to
the decrease in revenue. Gross margins decreased to 6.6% of revenues from 12.8%
of revenues, respectively. Decrease in gross margin, attributed primarily to
other direct costs, remained at historical levels while sales decreased by
28.9%. Other direct costs are relatively fixed in nature and are slower to
decrease than cost of goods sold. We are currently looking at areas to reduce
these other fixed costs.
Selling, General and Administrative Expenses. SG&A expenses for the three months
- --------------------------------------------
ended March 31, 2000 increased 71.0% to $4.2 million or 8.7% of revenues
compared to $2.4 million or 3.6% of revenues for the three months ended March
31, 1999. The Company's bad debt expense was $727,000 (1.5% of net revenues) for
the three months ended March 31, 2000 as compared to $417,000 (0.6% of net
revenues) for the three months ended March 31, 1999. The remaining increase of
approximately $1.7 million is due to resources dedicated to the development of
our e-commerce business.
Income Taxes. The Company's effective tax rate for the three months ended
- ------------
March 31, 2000 and 1999 was 39.5%, respectively.
9
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Company funds its operations and capital expenditures primarily through cash
flow from operations and borrowings under a credit facility with a bank and,
from time to time, offerings of equity and debt. The Company had cash and cash
equivalents of approximately $237,000 at March 31, 2000. The Company maintains a
$40.0 million revolving line of credit with a bank, maturing in June 2002.
Borrowings under the line of credit bear interest at the Company's option at the
bank's prime rate, as adjusted from time to time, or LIBOR plus up to 225 basis
points. At March 31, 2000, the interest rate on the line of credit was 7.16%,
and the weighted average interest rate for the three months ended March 31, 2000
was 7.02%. At March 31, 2000, $13.6 million was outstanding under the line of
credit.
During the three months ended March 31, 2000 and 1999, the Company used cash at
$4.5 million and $18.1 million, respectively, in operating activities. The
decrease in use of cash flow from operating activities in 2000 was due to lower
working capital requirements resulting from decreases in accounts receivable
(principally receivables from Pacific Bell, Southwestern Bell and BellSouth) due
to the decreased sales volume and similar decreases in inventory, offset by
decreased payables during the first three months of 2000 as compared to the same
period in 1999.
During the three months ended March 31, 2000, net cash used in investing
activities was $2.8 million as compared to $880,000 in 1999. This increase was
primarily due to an increase in technology purchases for our e-commerce
applications offset by a reduction in the number of purchases of Caller ID units
for rent.
During the three months ended March 31, 2000, the net cash provided by financing
activities was $6.6 million compared to $15.9 million used in financing
activities in the same period in 1999. This decrease was primarily due to
decreased borrowings on our line of credit.
The Company estimates that its cash and financing needs through 2000 will be met
by cash flows from operations and its line of credit facility. However, any
increase in the Company's growth rate, shortfalls in anticipated revenues,
increases in anticipated expenses, or significant acquisitions could have a
material adverse effect on the Company's liquidity and capital resources. Any of
these might require the Company to raise additional capital from public or
private equity or debt sources in order to finance operating losses, anticipated
growth and contemplated capital expenditures. If such sources of financing are
insufficient or unavailable, the Company will be required to modify its growth
and operating plans in accordance with the extent of available funding. The
Company may need to raise additional funds in order to take advantage of
unanticipated opportunities. These opportunities could include acquisitions of
complementary businesses or the development of new products, or otherwise
respond to unanticipated competitive pressures. There can be no assurance that
the Company will be able to raise any such capital on terms acceptable to the
Company or at all.
Recent Accounting Pronouncements
- --------------------------------
The FASB has issued Statement No. 133, Accounting for Derivative Instruments and
Hedging Activities, which must be adopted by June 30, 2000. This statement
establishes accounting and reporting standards for derivative instruments -
including certain derivative instruments embedded in other contracts - and for
hedging activities. Adoption of this statement is not expected to have a
material impact on the Company's financial statements.
ITEM 3- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We believe our exposure to market risks are immaterial. We hold no market risk
sensitive instruments for trading purposes. At present, we do not employ any
derivative financial instruments, other financial instruments or derivative
commodity instruments to hedge any market risks and we do not currently plan to
employ them in the future. To the extent that we have borrowings outstanding
under our credit facility, we have market risks relating to the amounts of our
borrowings because interest rates under the credit facility are variable. Our
exposure is immaterial due to the short-term nature of these borrowings.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description
------- -----------
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K - There were no Form 8-K filings.
11
<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.
INNOTRAC CORPORATION
(Registrant)
Date: May 11, 2000 By: /s/ Scott D. Dorfman
Scott D. Dorfman
President and Chief Executive
Officer and Chairman of the
Board
Date: May 11, 2000 By: /s/ David L. Gamsey
David L. Gamsey
Senior Vice President and
Chief Financial Officer
(on behalf of the Registrant
and as Chief Accounting
Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001051114
<NAME> INNOTRAC CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 237,000
<SECURITIES> 0
<RECEIVABLES> 62,914,000
<ALLOWANCES> 1,295,000
<INVENTORY> 31,412,000
<CURRENT-ASSETS> 97,070,000
<PP&E> 18,672,000
<DEPRECIATION> 7,820,000
<TOTAL-ASSETS> 108,131,000
<CURRENT-LIABILITIES> 29,830,000
<BONDS> 0
0
0
<COMMON> 60,822,000
<OTHER-SE> 17,267,000
<TOTAL-LIABILITY-AND-EQUITY> 108,131,000
<SALES> 47,850,000
<TOTAL-REVENUES> 47,850,000
<CGS> 0
<TOTAL-COSTS> 44,670,000
<OTHER-EXPENSES> 4,794,000
<LOSS-PROVISION> 2,248,000
<INTEREST-EXPENSE> 227,000
<INCOME-PRETAX> (1,859,000)
<INCOME-TAX> (735,000)
<INCOME-CONTINUING> (1,124,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,124,000)
<EPS-BASIC> (0.10)
<EPS-DILUTED> (0.10)
</TABLE>
