<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------
------------
FORM 10-Q
QUARTERLY REPORT
UNDER
SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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-------------
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE QUARTER ENDED MARCH 31, 1996
--------------
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 1-10321
ACKERLEY COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 91-1043807
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
800 FIFTH AVENUE,
SUITE 3770
SEATTLE, WA 98104
(206) 624-2888
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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 MAY 1, 1996
- ------------------------------------- ----------------------------
COMMON STOCK, $.01 PAR VALUE 9,905,789 SHARES
CLASS B COMMON STOCK, $.01 PAR VALUE 5,677,005 SHARES
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
----
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995. . . . . . . . . . . . . . . 1
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1996 AND
MARCH 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 2
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1996
AND MARCH 31, 1995. . . . . . . . . . . . . . . . . . . . . . . . 3
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. . . . . . . . . . . . 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . 5
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . 10
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
<PAGE>
ACKERLEY COMMUNICATIONS, INC.
CONSOLIDATED BALANCE SHEETS
March 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
---------- -------------
ASSETS (In thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,685 $ 6,421
Accounts receivable, net of allowance for
doubtful accounts of $1,176,000 in 1996
and $1,163,000 in 1995 38,185 43,590
Current portion of broadcast rights 4,056 5,779
Other current assets 10,159 9,423
--------- ---------
Total current assets 56,085 65,213
Property and equipment, net 81,778 81,368
Intangibles, net 30,374 31,412
Other assets 14,853 11,889
--------- ---------
Total assets $ 183,090 $ 189,882
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable $ 4,023 $ 4,284
Accrued interest 6,798 3,628
Other accrued liabilities 18,213 12,958
Deferred revenue 9,533 18,269
Current portion of long-term debt 9,613 10,964
--------- ---------
Total current liabilities 48,180 50,103
Long-term debt - noncurrent portion 212,774 218,797
Litigation accrual 14,200 14,200
Other long-term liabilities 4,427 5,875
--------- ---------
Total liabilities 279,581 288,975
Stockholders' deficiency:
Common stock, $.01 par value; 50,000,000 shares authorized,
11,230,615 shares issued at March 31, 1996 (11,075,979
at December 31, 1995) and 9,855,669 shares outstanding at
March 31, 1996 (9,701,033 at December 31, 1995). 112 111
Class B common stock, $.01 par value; 6,972,230 shares
authorized, 5,727,125 shares issued and outstanding at
March 31, 1996 (5,865,761 at December 31, 1995). 57 59
Capital in excess of par value 3,351 3,248
Deficit (89,922) (92,422)
Less common stock in treasury, at cost (10,089) (10,089)
--------- ---------
Total stockholders' deficiency (96,491) (99,093)
--------- ---------
Total liabilities and stockholders' deficiency $ 183,090 $ 189,882
--------- ---------
--------- ---------
</TABLE>
1
<PAGE>
ACKERLEY COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the periods ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1996 1995
----------- ----------
(In thousands except
per share amounts)
<S> <C> <C>
Revenue $ 69,852 $ 63,266
Less agency commissions
and discounts (6,925) (6,475)
--------- ---------
Net revenue 62,927 56,791
Expenses and other income:
Operating expenses (50,316) (47,164)
Amortization (1,349) (1,019)
Depreciation (2,182) (1,676)
Interest expense (5,887) (6,326)
Other income(expense), net 63 (147)
--------- ---------
Total expenses and
other income (59,671) (56,332)
--------- ---------
Income before income tax 3,256 459
Income tax expense (133) (25)
--------- ---------
Net income $ 3,123 $ 434
--------- ---------
--------- ---------
Weighted average number
of common shares 15,840 15,756
Net income per common share $ 0.20 $ 0.03
--------- ---------
--------- ---------
Cash dividends per common share $ 0.04 $ 0.03
--------- ---------
--------- ---------
</TABLE>
2
<PAGE>
ACKERLEY COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the periods ended March 31, 1996 and 1995
<TABLE>
<CAPTION>
Three Months Ended
March 31, March 31,
1996 1995
--------- ----------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $ 56,282 $ 54,799
Cash paid to suppliers and employees (46,126) (41,376)
Interest paid (2,172) (2,965)
--------- ---------
Net cash provided by (used by) operating activities 7,984 10,458
Cash flows from investing activities:
Proceeds from sale of property 9 44
Capital expenditures (2,144) (2,457)
Other, net (2,050) (1,770)
--------- ---------
Net cash provided by (used by) investing activities (4,185) (4,183)
Cash flows from financing activities:
Borrowings under credit agreements 2,236 55,950
Payments under credit agreements (7,375) (53,570)
Dividends paid (623) (464)
Other, net (773) (287)
--------- ---------
Net cash provided by (used by) financing activities (6,535) 1,629
--------- ---------
Net increase (decrease) in cash and cash equivalents (2,736) 7,904
Cash and cash equivalents at beginning of year 6,421 2,288
--------- ---------
Cash and cash equivalents at end of period $ 3,685 $ 10,192
--------- ---------
--------- ---------
Reconciliation of net income to net cash provided
by operating activities:
Net income $ 3,123 $ 434
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 3,531 2,695
Gain on the sale of property, plant and equipment - (113)
NBA expansion proceeds (1,620) -
Change in current assets and liabilities:
Decrease (increase) in accounts receivable 5,405 4,688
Decrease (increase) in other current assets (736) 668
Increase (decrease) in accounts payable
and accruals 4,994 4,442
Increase (decrease) in accrued interest 3,170 3,060
Increase (decrease) in deferred revenue (8,736) (6,308)
Other, net (1,147) 892
--------- ---------
Net cash provided by operating activities $ 7,984 $ 10,458
--------- ---------
--------- ---------
Supplemental disclosure of noncash transactions:
Broadcast rights acquired and broadcast obligations assumed $ 93 $ 749
</TABLE>
3
<PAGE>
ACKERLEY COMMUNICATIONS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PREPARATION
The interim financial statements are unaudited but, in the opinion of
management, reflect all normal and recurring adjustments necessary for a fair
presentation of results for such periods. The results of operations for any
interim period are not necessarily indicative of anticipated results for the
full year. These financial statements should be read in conjunction with the
financial statements and notes thereto contained in the Company's Annual Report
on Form 10-K for the year ended December 31, 1995.
NOTE 2. INCOME TAXES
The Company has no significant income tax liabilities primarily as a result of
operating losses incurred in prior years. However, the Company will continue to
pay federal income taxes under the alternative minimum tax until the operating
loss carryforwards are substantially reduced. In addition, the Company will
incur state income tax expense in certain states in which it operates.
NOTE 3. SUBSEQUENT EVENTS
On April 2, 1996, the Company purchased for approximately $7.8 million
television station KFTY, licensed to the market of Santa Rosa, California. On
April 24, 1996, the Company entered into a local marketing agreement with Harron
Television of Monterey, owners of television station KCCN licensed to the market
of Monterey, California. The Company will provide programming and sales
services to KCCN and will make a monthly payment to Harron in exchange for the
right of the Company to receive all revenues from network compensation and
advertising sold on the station. In conjunction with the transaction, the
Company paid Harron Television approximately $5.6 million dollars for an option
to purchase the station. All of the above transactions were financed through
existing credit facilities.
4
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
The Company reported record net income of $3.1 million for the first three
months of 1996, a $2.7 million or 619.6% improvement over last year's first
three months. Net revenues for the three months increased over the same period
last year by $6.1 million or 10.8%, while the Company's Operating Cash Flow, as
defined below, increased $3.2 million or 33.7%. On March 29, 1996, the Company
paid a $.04 per share dividend.
As with many media companies that have grown through acquisitions, the Company's
acquisitions and dispositions of television and radio stations have resulted in
significant non-cash and non-recurring charges to income. For this reason, in
addition to net income, management believes that Operating Cash Flow (defined as
net revenue less operating expenses plus other income before amortization,
depreciation, interest expense and disposition of assets) is an appropriate
measure of the Company's financial performance. This measure excludes expenses
consisting of depreciation, amortization, interest and disposition of assets
because these are not considered by the Company to be costs of ongoing
operations. The Company uses Operating Cash Flow to pay interest and principal
on its long-term debt as well as to finance capital expenditures. Operating Cash
Flow, however, is not to be considered an alternative to net income as an
indicator of the Company's operating performance or to cash flows as a measure
of the Company's liquidity.
On April 2, 1996, the Company purchased for approximately $7.8 million
television station KFTY, licensed to the market of Santa Rosa, California. On
April 24, 1996, the Company entered into a local marketing agreement with Harron
Television of Monterey, owners of television station KCCN licensed to the market
of Monterey, California. The Company will provide programming and sales
services to KCCN and will make a monthly payment to Harron in exchange for the
right of the Company to receive all revenues from network compensation and
advertising sold on the station. In conjunction with the transaction, the
Company paid Harron Television approximately $5.6 million dollars for an option
to purchase the station. All of the above transactions were financed through
existing credit facilities.
5
<PAGE>
RESULTS OF OPERATIONS
The following two tables set forth certain historical financial and operating
data of the Company for the three months ended March 31, 1996 and March 31, 1995
including separate net revenue, operating expenses and other income, and
Operating Cash Flow information by segment.
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>
1996 1995
------------------------- ---------------------------
As % As %
($000) of Net ($000) of Net
Amount Revenue Amount Revenue
--------- -------- --------- -------
<S> <C> <C> <C> <C>
Net revenue. . . . . . . . . . . . . . . . $ 62,927 100.0% $ 56,791 100.0%
Operating expenses and other
income:
Operating expenses. . . . . . . . . . . . (50,316) (80.0) (47,164) (83.0)
Other income (expense),net. . . . . . . . 63 0.1 (147) (0.3)
--------- ------ --------- ------
Total operating expenses and
other income. . . . . . . . . . . . (50,253) (79.9) (47,311) (83.3)
--------- ------ --------- ------
Operating Cash Flow. . . . . . . . . . . . 12,674 20.1 9,480 16.7
Other expenses:
Depreciation and
amortization . . . . . . . . . . . . . (3,531) (5.6) (2,695) (4.7)
Interest expense . . . . . . . . . . . . (5,887) (9.4) (6,326) (11.1)
--------- ------ --------- ------
Total other expenses. . . . . . . . (9,418) (15.0) (9,021) (15.8)
--------- ------ --------- ------
Income before income taxes . . . . . . . . 3,256 5.1 459 0.9
Income tax expense . . . . . . . . . . . . (133) (0.2) (25) 0.0
--------- ------ --------- ------
Net income . . . . . . . . . . . . . . . . $ 3,123 4.9 $ 434 0.9
--------- ------ --------- ------
--------- ------ --------- ------
</TABLE>
6
<PAGE>
OPERATING INFORMATION BY BUSINESS SEGMENT
FOR THE THREE MONTHS ENDED MARCH 31,
<TABLE>
<CAPTION>
1996 1995
--------- --------
(in thousands)
<S> <C> <C>
NET REVENUE:
Out-of-home media . . . . . . . . . . . . . . . . $ 21,218 $ 20,786
Broadcasting. . . . . . . . . . . . . . . . . . . 31,858 26,319
Other . . . . . . . . . . . . . . . . . . . . . . 9,851 9,686
--------- --------
Total net revenue . . . . . . . . . . . . . . . $ 62,927 $ 56,791
--------- --------
--------- --------
OPERATING EXPENSES AND OTHER INCOME:
Out-of-home media . . . . . . . . . . . . . . . . $ 15,428 $ 14,915
Broadcasting. . . . . . . . . . . . . . . . . . . 15,796 15,992
Other . . . . . . . . . . . . . . . . . . . . . . 19,029 16,404
--------- --------
Total operating expenses and other income . . . $ 50,253 $ 47,311
--------- --------
--------- --------
OPERATING CASH FLOW:
Out-of-home media . . . . . . . . . . . . . . . . $ 5,790 $ 5,871
Broadcasting. . . . . . . . . . . . . . . . . . . 16,062 10,327
Other . . . . . . . . . . . . . . . . . . . . . . (9,178) (6,718)
--------- --------
Total Operating Cash Flow . . . . . . . . . . . $ 12,674 $ 9,480
--------- --------
--------- --------
CHANGE IN NET REVENUE FROM PRIOR PERIODS:
Out-of-home media . . . . . . . . . . . . . . . . 2.1% 15.7%
Broadcasting. . . . . . . . . . . . . . . . . . . 21.0 15.2
Other . . . . . . . . . . . . . . . . . . . . . . 1.7 32.9
Change in total net revenue . . . . . . . . 10.8 18.1
OPERATING DATA AS A PERCENTAGE OF NET REVENUE:
Operating expenses and other income:
Out-of-home media . . . . . . . . . . . . . . . . 72.7% 71.8%
Broadcasting. . . . . . . . . . . . . . . . . . . 49.6 60.8
Other . . . . . . . . . . . . . . . . . . . . . . 193.2 169.4
Total operating expenses and other income . 79.9 83.3
Operating Cash Flow:
Out-of-home media . . . . . . . . . . . . . . . . 27.3% 28.2%
Broadcasting. . . . . . . . . . . . . . . . . . . 50.4 39.2
Other . . . . . . . . . . . . . . . . . . . . . . (93.2) (69.4)
Total Operating Cash Flow . . . . . . . . . 20.1 16.7
</TABLE>
7
<PAGE>
THREE MONTHS ENDED MARCH 31, 1996 COMPARED WITH THREE MONTHS ENDED
MARCH 31, 1995
NET REVENUE. Net revenue for the quarter ended March 31, 1996, increased $6.1
million or 10.8% to $62.9 million from $56.8 million in 1995. The Company's
broadcasting segment showed an increase of $5.5 million or 21.0% principally
from local broadcast revenue related to sports operations, including $1.6
million of NBA expansion proceeds, and from increased rates and higher national
sales at our television and radio stations. The Company's out-of-home media
segment's net revenue increased $0.4 million or 2.1%, and the Company's other
businesses segment increased $0.2 million or 1.7%. Sales volumes for both
segments were consistent with prior year's first quarter.
OPERATING EXPENSES AND OTHER INCOME. Operating expenses and other income
increased $2.9 million or 6.2% to $50.2 million in 1996 compared to $47.3
million in 1995. In the Company's out-of-home media segment, operating expenses
and other income increased slightly by $0.5 million or 3.4% to $15.4 million
mainly from the effects of inflation on operating expenses. Operating expenses
and other income in the Company's broadcasting segment decreased slightly by
$0.2 million or 1.2% to $15.8 million. Operating expenses and other income from
the Company's other segment increased $2.6 million or 16.0% to $19.0 million
mainly from basketball operating expenses related to players' salaries and
transportation costs.
OPERATING CASH FLOW. As a result of the above, the Company's Operating Cash
Flow increased $3.2 million or 33.7% for the three months ended March 31, 1996
from the same period in 1995. The $5.7 million increase in the broadcasting
segment's Operating Cash Flow more than offset the $2.4 million decrease in the
other segment's Operating Cash Flow and the $0.1 million decrease in the out-of-
home segment's Operating Cash Flow for the quarter. Operating Cash Flow as a
percentage of net revenue increased to 20.1% for the three months ended March
31, 1996 from 16.7% for the comparable period in 1995.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization expenses increased
$0.8 million or 31.0% to $3.5 million in 1996 as compared to $2.7 million in
1995. This increase was mainly the result of the addition of the Key Arena
leasehold improvements in October 1995.
INTEREST EXPENSE. Interest expense for the quarter ended March 31, 1996
decreased $0.4 million or 6.9% to $5.9 million from $6.3 million in 1995 due to
lower average debt balances during the first quarter 1996 compared to the same
period in 1995.
INCOME TAX EXPENSE. For the first quarter of 1996, the Company incurred $133,000
in income tax expense under the alternative minimum tax compared to $25,000 of
income tax expense for the first quarter of 1995. Management anticipates that
the Company will continue to incur income tax expenses under the alternative
minimum tax until operating loss carryforwards are substantially reduced. The
Company will also incur income tax expense in certain states in which it
operates.
NET INCOME. Net income of $3.1 million for the three months ended March 31,
1996, increased $2.7 million or 619.6% from $0.4 million for the comparable
period in 1995 mainly due to the large increase in Operating Cash Flow generated
during the first quarter of 1996.
8
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
As of May 1, 1996, the Company has approximately $3.1 million available for
borrowing under its revolving credit facility. Presently, borrowings under the
Credit Agreement bear annual interest at either the prime rate plus 0.75% or
LIBOR plus 2.00% for up to $56.1 million. A $7.5 million letter of credit
facility constitutes part of the $56.1 million maximum borrowings and bears
annual interest at 2.00%. Outstanding Senior Notes bear annual interest at
10.75%. Outstanding Subordinated Notes bear average annual interest at 10.58%.
The borrowings and the Notes are subject to the Company's compliance with
certain financial ratios and covenants set forth in the Credit Agreement,
Senior Note Indenture and Subordinated Note Agreements. As of March 31, 1996,
the Company was in compliance with all such ratios and covenants. The
borrowings under the Credit Agreement and the Senior Notes are secured by the
pledge of stock of the Company's subsidiaries. The Credit Agreement and
Subordinated Note Agreements require the consent of the banks and other lenders
prior to any material expansion of the Company's operations.
The Company's working capital decreased to $7.9 million at March 31, 1996 from
$15.1 million at December 31, 1995 due to a decrease in accounts receivable
resulting from increased collections and due to a lower cash balance at quarter
end. For the periods presented, the Company financed its working capital needs
from a combination of cash provided by operating activities and borrowings under
the Credit Agreement. Historically, the Company's long-term liquidity needs for
acquisitions have been financed by additions to its long-term debt, principally
through bank borrowings or private placements of senior and subordinated debt.
Capital expenditures for new property and equipment have been financed with both
cash provided by operating activities and long-term debt. Cash provided by
operating activities for the first three months of 1996 decreased to $8.0
million from $10.5 million in 1995.
At March 31, 1996, the Company's capital resources consisted of $3.7 million in
cash and cash equivalents and approximately $23.1 million available under the
Credit Agreement.
Capital expenditures for new property and equipment of $2.1 million in the first
three months of 1996 were financed with a combination of cash provided by
operating activities and borrowings under the Credit Agreement. These capital
expenditures were primarily for advertising signs, displays, vehicles and
equipment, and broadcast equipment.
On April 2, 1996, the Company purchased for approximately $7.8 million
television station KFTY, licensed to the market of Santa Rosa, California. On
April 24, 1996, the Company entered into a local marketing agreement with Harron
Television of Monterey, owners of television station KCCN licensed to the market
of Monterey, California. The Company will provide programming and sales
services to KCCN and will make a monthly payment to Harron in exchange for the
right of the Company to receive all revenues from network compensation and
advertising sold on the station. In conjunction with the transaction, the
Company paid Harron Television approximately $5.6 million dollars for an option
to purchase the station. All of the above transactions were financed through
existing credit facilities.
On March 29, 1996, the Company paid its shareholders a cash dividend of $.04 per
share.
9
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS:
27. FINANCIAL DATA SCHEDULE
(b) One report on Form 8-K dated February 29, 1996 was filed during
the quarter ended March 31, 1996, pursuant to Item 5 of that
Form. No financial statement were filed as part of that report.
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.
ACKERLEY COMMUNICATIONS, INC.
DATED: MAY 6, 1996 BY
-------------------------------------
Denis M. Curley
Exec. Vice President and
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer)
10
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 3,685
<SECURITIES> 0
<RECEIVABLES> 39,361
<ALLOWANCES> 1,176
<INVENTORY> 0
<CURRENT-ASSETS> 56,085
<PP&E> 203,112
<DEPRECIATION> 121,334
<TOTAL-ASSETS> 183,090
<CURRENT-LIABILITIES> 48,180
<BONDS> 0
0
0
<COMMON> 169
<OTHER-SE> (96,660)
<TOTAL-LIABILITY-AND-EQUITY> 183,090
<SALES> 0
<TOTAL-REVENUES> 62,927
<CGS> 0
<TOTAL-COSTS> 50,253
<OTHER-EXPENSES> 9,418
<LOSS-PROVISION> 239
<INTEREST-EXPENSE> 5,887
<INCOME-PRETAX> 3,256
<INCOME-TAX> 133
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,123
<EPS-PRIMARY> 0.20
<EPS-DILUTED> 0.20
</TABLE>
