<PAGE>P-i
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form 10-Q
/X/QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended March 31, 1997
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 0-8615
BRC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1533071
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1111 West Mockingbird Lane, Suite 1400, Dallas, Texas 75247
(Address of principal executive including zip code)
Registrant's telephone number, including area code (214) 688-1800
None
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at March 31, 1997
Common Stock 7,092,125
$.10 Par Value
<PAGE>P-ii BRC HOLDINGS, INC.
INDEX
PAGE
Part I. Financial Information (Unaudited)
Consolidated Condensed Balance
Sheets - March 31, 1997 and
December 31, 1996 1
Consolidated Condensed Statements of
Income - Three Months Ended March 31,
1997 and 1996 2
Consolidated Condensed Statements of
Cash Flows - Three Months Ended March 31,
1997 and 1996 3
Notes to Consolidated Condensed Financial
Statements 4
Management's Discussion and Analysis 7
Part II. Other Information 10
<PAGE>P-1 PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
BRC HOLDINGS, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
March 31, December 31,
1997 1996
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . . $ 501,000 $ 7,089,000
Short-term investments . . . . . . . . . . 30,588,000 33,440,000
Accounts receivable, net . . . . . . . . . 23,525,000 21,417,000
Current portion of installment and
notes receivable. . . . . . . . . . . . . 7,000,000 7,950,000
Inventories (Note 4) . . . . . . . . . . . 1,324,000 1,462,000
Deferred tax asset . . . . . . . . . . . . 2,945,000 3,099,000
Other current assets . . . . . . . . . . . 5,216,000 5,573,000
Total current assets . . . . . . . . . . 71,099,000 80,030,000
Property, plant and equipment. . . . . . . 40,692,000 40,033,000
Less accumulated depreciation . . . . . . (30,195,000) (29,017,000)
10,497,000 11,016,000
Long-term investments. . . . . . . . . . . 38,248,000 24,211,000
Long-term installment and notes
receivable . . . . . . . . . . . . . . . 13,950,000 13,958,000
Purchased software and databases, net. . . 1,848,000 2,238,000
Goodwill and intangibles, net. . . . . . . 26,352,000 26,833,000
Other assets . . . . . . . . . . . . . . . 1,662,000 1,817,000
Net assets of discontinued operations
(Note 5). . . . . . . . . . . . . . . . . 14,342,000 18,141,000
Total assets . . . . . . . . . . . . . . . $177,998,000 $178,244,000
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable. . . . . . . . . . . . . $ 2,180,000 $ 2,522,000
Accrued liabilities . . . . . . . . . . . 20,385,000 18,987,000
Current portion of capital lease
obligations. . . . . . . . . . . . . . . 419,000 525,000
Total current liabilities. . . . . . . . 22,984,000 22,034,000
Long-term capital lease obligations. . . . 39,000 14,000
Deferred tax liability . . . . . . . . . . 1,930,000 2,000,000
Shareholders' Equity:
Common stock . . . . . . . . . . . . . . . 719,000 716,000
Additional paid-in capital . . . . . . . . 80,414,000 79,375,000
Retained earnings. . . . . . . . . . . . . 75,184,000 74,105,000
Treasury stock (Note 7). . . . . . . . . . (3,272,000) ---
Total shareholders' equity . . . . . . . 153,045,000 154,196,000
Total liabilities and shareholders'
equity . . . . . . . . . . . . . . . . . $177,998,000 $178,244,000
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-2 BRC HOLDINGS, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended March 31,
1997 1996
Revenues . . . . . . . . . . . . . . . . . . $ 25,379,000 $ 24,385,000
Cost of products and services. . . . . . . . 18,019,000 17,921,000
Selling, general and administrative. . . . . 5,218,000 3,494,000
23,237,000 21,415,000
Operating profit . . . . . . . . . . . . . . 2,142,000 2,970,000
Interest income, net . . . . . . . . . . . . 957,000 730,000
Income from continuing operations
before income taxes . . . . . . . . . . . . 3,099,000 3,700,000
Income taxes . . . . . . . . . . . . . . . . 1,233,000 1,500,000
Income from continuing operations. . . . . . 1,866,000 2,200,000
Income (loss) from discontinued
operations (Note 5) (net of income taxes
(benefit) of $(524,000) in 1997 and
606,000 in 1996). . . . . . . . . . . . . . (787,000) 908,000
Net income . . . . . . . . . . . . . . . . . $ 1,079,000 $ 3,108,000
Earnings per share (Note 6):
Common and common equivalent share:
Income from continuing operations. . . . . $ .25 $ .33
Income (loss) from discontinued
operations. . . . . . . . . . . . . . . . (.10) .14
$ .15 $ .47
Average shares. . . . . . . . . . . . . . . 7,428,000 6,750,000
Assuming full dilution:
Income from continuing operations. . . . . $ .25 $ .33
Income (loss) from discontinued
operations. . . . . . . . . . . . . . . . (.10) .14
$ .15 $ .47
Average shares. . . . . . . . . . . . . . . 7,428,000 6,750,000
Cash dividends per share . . . . . . . . . . $ --- $ ---
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-3 BRC HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended March 31,
1997 1996
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . $ 1,079,000 $ 3,108,000
Adjustments to reconcile net income (loss) to
net cash provided by continuing operations:
Loss (income) from discontinued operations . . 787,000 (908,000)
Depreciation and amortization. . . . . . . . . 2,502,000 2,392,000
Loss on sale of assets . . . . . . . . . . . . 46,000 ---
Deferred income tax. . . . . . . . . . . . . . . 85,000 ---
Changes in assets and liabilities:
Accounts receivable. . . . . . . . . . . . . . (2,108,000) (1,365,000)
Inventories. . . . . . . . . . . . . . . . . . 138,000 (44,000)
Other assets . . . . . . . . . . . . . . . . . 1,409,000 1,421,000
Accounts payable . . . . . . . . . . . . . . . (342,000) (773,000)
Other liabilities. . . . . . . . . . . . . . . 1,397,000 2,041,000
Net cash provided by continuing operations . . 4,993,000 5,872,000
Net cash provided by discontinued operations . . . 2,972,000 2,267,000
Net cash provided by operating activities. . . . . 7,965,000 8,139,000
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . (893,000) (1,416,000)
Capital expenditures of discontinued operations. (68,000) (747,000)
Purchase of investments. . . . . . . . . . . . . (19,278,000) (3,445,000)
Redemption of investments. . . . . . . . . . . . 7,831,000 11,844,000
Proceeds from sale of assets . . . . . . . . . . 30,000 ---
Additions to installment receivables . . . . . . (1,065,000) (3,888,000)
Proceeds from installment receivables. . . . . . 1,394,000 788,000
Net cash (used in) provided by investing activities (12,049,000) 3,136,000
Cash flows from financing activities:
Principal payments on capital leases . . . . . . (80,000) (478,000)
Principal payments on notes of discontinued
operations . . . . . . . . . . . . . . . . . . --- (23,000)
Issuance of common stock . . . . . . . . . . . . 848,000 287,000
Purchases of treasury stock. . . . . . . . . . . (3,272,000) ---
Net cash used in financing activities. . . . . . . (2,504,000) (214,000)
Increase (decrease) in cash and cash equivalents . (6,588,000) 11,061,000
Cash and cash equivalents at beginning of period . $ 7,089,000 $ 10,044,000
Cash and cash equivalents at end of period . . . . $ 501,000 $ 21,105,000
Supplemental disclosures -- Cash payments (receipts) during the first three
months of 1997 for income taxes and interest were ($115,000) and $3,000,
respectively. Cash payments during the first three months of 1996 for income
taxes and interest were $33,000 and $7,000, respectively.
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-4 BRC HOLDINGS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. The interim consolidated condensed financial statements included herein
have been prepared by BRC Holdings, Inc. (the "Company"), without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally
included in financial statements have been condensed or omitted pursuant
to such rules and regulations. These consolidated condensed financial
statements should be read in conjunction with the consolidated financial
statements and related notes contained in the Company's 1996 annual report
on Form 10-K. In the opinion of management, the consolidated condensed
financial statements contain all adjustments necessary to present fairly
the financial position as of March 31, 1997 and the results of operations
and cash flows for the three months ended March 31, 1997 and 1996. These
adjustments include recurring accruals and a pro rata portion of certain
estimated expenses. Management believes that the procedures followed in
preparing these consolidated condensed financial statements are reasonable
under the circumstances, but the accuracy of the amounts in the financial
statements are in some respects dependent upon facts that will exist and
procedures that will be performed by the Company later in the fiscal year.
2. The provision for income tax is based on the estimated annual rate.
Certain reclassifications between current income tax and deferred income
tax may be necessary at December 31, 1997 to reflect the annual
computation of differences between book and tax income.
3. The results of operations for the three months ended March 31, 1997 are
not necessarily indicative of the results to be expected for the full
year.
4. Inventories consist of the following:
March 31, December 31,
1997 1996
Finished goods. . . . . . . . $ 110,000 $ 243,000
Raw materials and supplies. . 1,214,000 1,219,000
Net inventories . . . . . . . $ 1,324,000 $ 1,462,000
5. On November 21, 1996, the Company entered into a definitive agreement to
sell the assets of its election business to American Information Systems,
Inc., ("AIS") a privately-held information systems company headquartered
in Omaha, Nebraska. Accordingly, this business is reported as a
discontinued operation for accounting purposes and has been presented in
the Consolidated Condensed Balance Sheets as "net assets of discontinued
operations" and as "discontinued operations" in the Consolidated Condensed
Statements of Income.
Closing of the transaction is subject to the satisfactory conclusion of a
review currently being conducted by the United States Department of
Justice, Antitrust Division ("DOJ") pursuant to its authority under the
Hart Scott Rodino Antitrust Improvement Act. While the outcome of this
review cannot be determined at this time, the Company currently believes
the ultimate result will not preclude consummation of the planned
transaction.
<PAGE>P-5
Subject to changes in the net book value of the election business through
the date of closing, the agreement provides for the payment by AIS of
consideration consisting of $35 million in cash, $17.5 million in a
subordinated note and 19.9% of the resulting equity of AIS. The Company
anticipates recording a pre-tax gain associated with transaction of
approximately $30 million.
The net assets of discontinued operations are summarized as follows
(000's):
March 31, December 31,
1997 1996
Current assets. . . . . . . . . . . $ 12,336 $ 17,029
Plant and equipment, net. . . . . . 4,287 4,538
Other assets. . . . . . . . . . . . 2,143 2,187
Current liabilities . . . . . . . . (3,790) (4,983)
Other liabilities . . . . . . . . . (634) ( 630)
Net assets of discontinued
operations . . . . . . . . . . . $ 14,342 $ 18,141
6. Earnings per share for the three months ended March 31, 1997 and 1996, are
computed based on the weighted-average number of common and common
equivalent shares outstanding for a total of 7,428,000 and 6,750,000
shares, respectively.
In February, 1997, Statement of Financial Accounting Standards No. 128,
"Earnings per Share" was issued. This statement cannot be adopted before
the year ending December 31, 1997. However, pro forma earnings per share
information computed using this new standard is presented below for the
periods ended March 31.
1997 1996
Basic earnings per share:
Income from continuing
operations. . . . . . . . . . . . . . $ .26 $ .34
Income (loss) from discontinued
operations. . . . . . . . . . . . . . (.11) .14
$ .15 $ .48
Average shares. . . . . . . . . . . . . 7,156,000 6,456,000
Diluted earnings per share:
Income from continuing
operations. . . . . . . . . . . . . . $ .25 $ .33
Income (loss) from discontinued
operations. . . . . . . . . . . . . . . (.10) .14
$ .15 $ .47
Average shares. . . . . . . . . . . . . 7,428,000 6,750,000
7. In March, 1997, the Company repurchased 95,000 shares of its common stock,
in open market transactions at an average price of $34.45 per share and
has recorded treasury stock totalling $3,272,000. In addition, in April
and May 1997, the Company repurchased an additional 160,000 shares of its
common stock in open market transactions, and 50,000 shares of its common
stock in a privately negotiated purchase, at an average price of $33.11
per share for a total of $7.0 million.
<PAGE>P-6
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain information contained herein may include forward-looking statements
that involve risks and uncertainties. The Company's actual results may differ
materially from those discussed in the forward-looking statements. Potential
risks and uncertainties include market responses to pricing pressures, changes
in product and service mix, results of litigation, the timely development and
acceptance of new products and services, the outcome of regulatory reviews of
the Company's planned divestiture of its election business, changes in customer
preferences and inventory risks due to shifts in market demand. Consequently,
the actual results realized by the Company could differ materially from the
statements made herein. Readers of this report are cautioned not to place
undue reliance on the forward-looking statements made herein.
Three Months Ended March 31, 1997 and 1996
Revenues from continuing operations for the first quarter of 1997 were
approximately $1.0 million, or 4.1%, higher than those reported during the same
period last year. Including revenues of the Company's discontinued operations
of its election business, revenues for the first quarter of 1997 would have
decreased $8.0 million, or 21.1% over the first quarter of 1996. A significant
portion of the Company's historical revenues has been derived from election
products and services which are subject to a two year business cycle. Revenues
from these products and services are typically higher in even-numbered
"election" years as opposed to odd-numbered "non-election" years. The Company
believes the divestiture of its election business will result in a less
cyclical revenue and earnings trend for the Company. (See Note 5 to the
unaudited financial statements). In addition to a discussion of the results
from the Company's continuing operations, the financial results of the election
business are discussed below.
Revenues from health care technology services for the first quarter of 1997
decreased by $3.1 million, or 29%, as compared to the first quarter of 1996.
This decrease relates primarily to the loss of certain health care technology
outsourcing contracts in the third quarter of 1996. The Company anticipates,
from time to time, that existing customers will not renew their contracts upon
the expiration thereof. These contracts produced $3.9 million of revenue in
the first quarter of 1996. This loss of revenue has been partially offset by
increased sales of the Company's automated emergency department systems and
information services to its health care customers.
The Company's first quarter revenues associated with government records
management were consistent with the first quarter of 1996 at $4.1 million.
Consulting services revenues were $3.5 million for the first quarter of 1997
representing 11.7% of the total revenues. Prior to the fourth quarter of 1996,
consulting services did not constitute a significant portion of the Company's
business. Increased consulting services revenues can primarily be attributed
to the Company's September 1996 acquisition of The Pace Group, Inc., a managed
care consulting firm.
The Company's millennium services group, established in the fourth quarter of
1996 to address the Year 2000 conversion consulting needs of customers, was in
the start up phase during the first quarter of 1997, and, thus did not
contribute revenues to the Company.
<PAGE>P-7
First quarter 1997 revenues from election products and services decreased $8.8
million, or 68%, when compared to the first quarter of 1996. This decrease can
be partially attributed to reduced customer purchase decisions due to the
pending sale of the elections business to American Information Systems, Inc.
pursuant to the definitive agreement entered into in November, 1996 (See Note 5
to the unaudited financial statements). The transaction is currently under
review by the Anti-trust Division of the United States Department of Justice
("DOJ"). This review combined with the natural two-year business cycle of the
election business have contributed to the significant decrease in election
products and services revenues.
Revenues from other products and services during the first quarter of 1997
increased $0.1 million when compared to the first quarter of 1996. The
Company's Enduro Binders business unit increased revenues by $0.3 million over
the first quarter of 1996 while title services reflected a $0.2 million
decrease.
The Company's gross margins for the first quarters of 1997 and 1996 were 29%
and 27%, respectively. The increase in 1997 gross margin over 1996 can be
attributed to cost reductions in the Company's health care division. Selling,
general and administrative expenses increased from 14% of revenues in the
first quarter of 1996 to 21% of revenues during the first quarter of 1997.
This increase primarily relates to additional administrative costs associated
with the DOJ's review of the pending sale of the election business, as well as
start up costs associated with the Company's millennium services group.
Subsequent Events
Subsequent to March 31, 1997, the Company repurchased an additional 160,000
shares of its common stock in open market transactions, and 50,000 shares of
its common stock in a privately negotiated purchase, at an average price of
$33.11 per share for a total of $7.0 million. The Company may repurchase its
common stock from time to time to offset shares issued in connection with the
exercise of employee stock options, as a result of evaluation of alternative
investments for its cash balances and for other purposes as may be deemed
appropriate by the Board of Directors of the Company.
Liquidity and Capital Resources
At March 31, 1997, the Company had net working capital (total current assets
minus total current liabilities) of $48.1 million. This represents a decrease
of $9.9 million in the Company's working capital since December 31, 1996. This
decrease relates primarily to a $9.4 million reduction in cash equivalents and
short-term investments which were invested in long-term instruments. The
Company's total current assets were 3.1 times total current liabilities.
Net cash provided by operating activities from continuing operations during the
first quarter of 1997 decreased by $0.9 million when compared to the first
quarter of 1996. This decrease can be attributed to lagging accounts
receivable collections in the first quarter of 1997 and a decrease in accrued
employee-related liabilities.
<PAGE>P-8
Cash flows from investing activities of continuing operations reflect a net
decrease of $15.2 million when compared to the first quarter of 1996. This
change is primarily a result of a $15.8 million increase in the amount of
marketable securities purchased and a $4.0 million decrease in investment
redemptions in 1997 as compared to 1996. This was offset by a net decrease in
installment receivables of $2.8 million as compared to the same period last year
which can be primarily attributed to a large equipment financing transaction in
the first quarter of 1996. In addition, capital expenditures decreased $1.2
million during the first quarter of 1997 when compared to the first quarter of
1996.
Cash flows from financing activities of continuing operations reflect a net
decrease of $2.3 million as compared to the first quarter of 1996. This change
is primarily a result of treasury stock purchases by the Company in the first
quarter of 1997 of $3.3 million offset by additional cash flows from the
exercise of employee stock options and a reduction in principal payments on
long-term obligations.
The Company currently anticipates continuing positive cash flows from
operations and additions to capital associated with employee stock option
exercises during the short-term. Long-term cash flow trends may be affected by
acquisitions, changes in industry trends or other factors which cannot be
anticipated at this time. At this time, the Company believes its cash and
investment balances are sufficient to meet currently foreseeable working
capital commitments. The Company does not maintain an active line of credit.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Currently, the Company holds the majority of its investments in a variety of
U.S. Government treasury issues, low-risk money market instruments and tax-
exempt municipal bonds. It is the Company's investment policy to hold such
instruments until maturity. Due to the foregoing investment profile, the
Company believes it currently has minimal market risk associated with its
investments.
<PAGE>P-9 PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
11. Computation of Earnings per Share
a. For the Three Months Ended March 31, 1997 and 1996.
27. Financial Data Schedule for the Three Months Ended March 31,
1997. (Pursuant to Item 601(c)(iv) of Regulation S-X, the
Financial Data Schedule is not deemed to be "filed" for purpose
of Section 11 of the Securities Act of 1933, as amended, or
Section 18 of the Securities Exchange Act of 1934, as amended.)
B. Reports on Form 8-K
Date of Report Item(s) reported
January 6, 1997 Press Release by MatriDigm Corporation; Agreements
with MatriDigm Corporation.
February 2, 1997 Amended Form 8-K: Amended combined results of BRC
Holdings, Inc. and The Pace Group, Inc. for the ten
months ended October 31, 1996.
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.
BRC HOLDINGS, INC.
(Registrant)
By
Date: May 12, 1997 /s/ P. E. Esping
P. E. Esping
Chairman, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: May 12, 1997 /s/ J. L. Morrison
J. L. Morrison
President and Chief Operating Officer
Date: May 12, 1997 /s/ Thomas E. Kiraly
Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE>P-10 EXHIBIT 11a
BRC HOLDINGS, INC.
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended March 31,
1997 1996
Primary:
Income from continuing operations. . . . . . $ 1,866,000 $ 2,200,000
Income (loss) from discontinued
operations . . . . . . . . . . . . . . . . (787,000) 908,000
Net income . . . . . . . . . . . . . . . . . $ 1,079,000 $ 3,108,000
Weighted-average number of shares
outstanding. . . . . . . . . . . . . . . . 7,156,000 6,456,000
Additional weighted-average shares from
assumed exercise of dilutive stock
options, net of shares assumed to be
repurchased with proceeds at average
market price during the period . . . . . . 272,000 294,000
7,428,000 6,750,000
Earnings (loss) per common and common
equivalent share:
Continuing operations. . . . . . . . . . . $ .25 $ .33
Discontinued operations. . . . . . . . . . (.10) .14
$ .15 $ .47
Assuming full dilution:
Income from continuing operations. . . . . . $ 1,866,000 $ 2,200,000
Income (loss) from discontinued
operations . . . . . . . . . . . . . . . . (787,000) 908,000
Net income . . . . . . . . . . . . . . . . . $ 1,079,000 $ 3,108,000
Weighted-average number of shares
outstanding. . . . . . . . . . . . . . . . 7,156,000 6,456,000
Additional weighted-average shares from
assumed exercise of dilutive stock
options, net of shares assumed to be
repurchased with proceeds at average
market price during the period . . . . . . 272,000 294,000
7,428,000 6,750,000
Earnings (loss) per share assuming full
dilution:
Continuing operations. . . . . . . . . . . $ .25 $ .33
Discontinued operations. . . . . . . . . . (.10) .14
$ .15 $ .47
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
FINANCIAL DATA SCHEDULE
This schedule contains summary financial information extracted from Form 10-Q
financial statements filed for the period ending March 31, 1997 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER>1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 501
<SECURITIES> 30588
<RECEIVABLES> 30525
<ALLOWANCES> 0
<INVENTORY> 1324
<CURRENT-ASSETS> 71099
<PP&E> 40692
<DEPRECIATION> 30195
<TOTAL-ASSETS> 177998
<CURRENT-LIABILITIES> 22984
<BONDS> 39
<COMMON> 719
0
0
<OTHER-SE> 152326
<TOTAL-LIABILITY-AND-EQUITY> 177998
<SALES> 0
<TOTAL-REVENUES> 25379
<CGS> 0
<TOTAL-COSTS> 18019
<OTHER-EXPENSES> 5218
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3099
<INCOME-TAX> 1233
<INCOME-CONTINUING> 1866
<DISCONTINUED> (787)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1079
<EPS-PRIMARY> .15
<EPS-DILUTED> .15
</TABLE>
