SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q/A
[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
Securiities Exchange Act of 1934
Commission file number: 0-12024
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MAXICARE HEALTH PLANS, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3615709
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1149 South Broadway Street, Los Angeles, California 90015
- --------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213)765-2000
-------------
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 by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ X ] No [ ]
Common Stock, $.01 par value - 17,925,381 shares outstanding as of
June 22, 1998.
<PAGE>
PART I: FINANCIAL INFORMATION
---------------------
Item 1: Financial Statements
--------------------
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except par value)
<TABLE>
<CAPTIONS>
March 31, December 31,
1998 1997
---------- ---------
<S> <C> <C>
CURRENT ASSETS (Unaudited)
Cash and cash equivalents................................. $ 45,727 $ 51,881
Marketable securities..................................... 36,423 47,843
Accounts receivable, net.................................. 28,157 26,024
Deferred tax asset........................................ 18,087 18,061
Prepaid expenses......................................... 7,906 6,763
Other current assets...................................... 762 653
---------- ---------
TOTAL CURRENT ASSETS.................................... 137,062 151,225
---------- ---------
PROPERTY AND EQUIPMENT
Leasehold improvements.................................... 5,441 5,441
Furniture and equipment................................... 18,190 18,135
---------- ---------
23,631 23,576
Less accumulated depreciation and amortization.......... 22,456 22,330
---------- ---------
NET PROPERTY AND EQUIPMENT.............................. 1,175 1,246
---------- ---------
LONG-TERM ASSETS
Long-term receivables..................................... 500 509
Restricted investments.................................... 14,179 14,135
Intangible assets, net.................................... 327 307
---------- ---------
TOTAL LONG-TERM ASSETS.................................. 15,006 14,951
---------- ---------
TOTAL ASSETS............................................ $ 153,243 $ 167,422
========== =========
CURRENT LIABILITIES
Estimated claims and other health care costs payable...... $ 62,632 $ 67,334
Accounts payable.......................................... 437 528
Deferred income........................................... 4,581 7,220
Accrued salary expense.................................... 2,477 3,304
Other current liabilities................................. 4,783 7,805
---------- ---------
TOTAL CURRENT LIABILITIES............................... 74,910 86,191
LONG-TERM LIABILITIES....................................... 172 195
---------- ---------
TOTAL LIABILITIES....................................... 75,082 86,386
---------- ---------
SHAREHOLDERS' EQUITY
Common stock, $.01 par value - 40,000 shares authorized,
1998 - 17,925 shares and 1997 - 17,936 shares issued and
outstanding............................................. 179 179
Additional paid-in capital................................ 254,250 254,376
Notes receivable from shareholders ....................... (4,779) (4,704)
Accumulated deficit....................................... (171,532) (168,815)
Accumulated other comprehensive income.................... 43
---------- ---------
TOTAL SHAREHOLDERS' EQUITY.............................. 78,161 81,036
---------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY................ $ 153,243 $ 167,422
========== =========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31,
1998 1997
-------- --------
<S> <C> <C>
(Restated)
REVENUES
Commercial premiums............................................... $118,958 $115,082
Governmental premiums............................................. 60,593 39,260
Other income...................................................... 844 154
-------- --------
TOTAL REVENUES.................................................. 180,395 154,496
-------- --------
EXPENSES
Physician services................................................ 72,729 62,997
Hospital services................................................. 62,668 48,747
Outpatient services............................................... 29,357 22,064
Other health care services........................................ 4,351 3,221
-------- --------
TOTAL HEALTH CARE EXPENSES...................................... 169,105 137,029
Marketing, general and administrative expenses.................... 15,399 12,971
Depreciation and amortization..................................... 188 207
Litigation charge................................................. 6,000
-------- --------
TOTAL EXPENSES.................................................. 184,692 156,207
-------- --------
LOSS FROM OPERATIONS................................................. (4,297) (1,711)
Investment income, net of interest expense........................ 1,580 1,802
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES.................................... (2,717) 91
INCOME TAX PROVISION.................................................
-------- --------
NET INCOME (LOSS).................................................... $ (2,717) $ 91
======== ========
NET INCOME (LOSS) PER COMMON SHARE:
Basic:
Basic Earnings (Loss) per Common Share............................ $ (.15) $ .01
======= ========
Weighted average number of common
shares outstanding.............................................. 17,938 17,726
======== ========
Diluted:
Diluted Earnings (Loss) per Common Share.......................... $ (.15) $ .00
======== ========
Weighted average number of common dilutive
potential shares outstanding.................................... 17,938 18,629
======== ========
See notes to consolidated financial statements
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the three months ended March 31,
1998 1997
-------- ---------
<S> <C> <C>
(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)................................................. $ (2,717) $ 91
Adjustments to reconcile net income (loss) to net cash provided by
(used for) operating activities:
Depreciation and amortization.................................. 188 207
Benefit from deferred taxes.................................... (26) (54)
Amortization of restricted stock............................... 58 175
Litigation charge.............................................. 6,000
Changes in assets and liabilities:
Increase in accounts receivable.............................. (2,133) (2,923)
Decrease in estimated claims and other health
care costs payable......................................... (4,702) (1,129)
Decrease in deferred income.................................. (2,639) (1,122)
Changes in other miscellaneous assets and liabilities........ (5,238) (94)
-------- ---------
Net cash provided by (used for) operating activities.............. (17,209) 1,151
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............................ (82) (136)
Decrease (increase) in restricted investments.................. (43) 13
Proceeds from sales of marketable securities................... 22,382 4,008
Purchases of marketable securities............................. (10,920) (11,958)
(Increase) decrease in long-term receivables................... 9 (476)
Loans to shareholders.......................................... (4,458)
-------- ---------
Net cash provided by (used for) investing activities.............. 11,346 (13,007)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations.......................... (107) (117)
Stock options exercised........................................ 160 3,123
Repurchase of restricted stock................................. (344)
-------- ---------
Net cash provided by (used for) financing activities.............. (291) 3,006
-------- ---------
Net decrease in cash and cash equivalents......................... (6,154) (8,850)
Cash and cash equivalents at beginning of period.................. 51,881 55,568
-------- ---------
Cash and cash equivalents at end of period........................ $ 45,727 $ 46,718
======== =========
Supplemental disclosures of cash flow information:
Cash paid during the period for -
Interest..................................................... $ 15 $ 17
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Amounts in thousands)
<TABLE>
<CAPTION>
Accumulated
Number of Additional Other
Common Common Paid-in Accumulated Comprehensive
Shares Stock Capital Other Deficit Income Total
--------- -------- ---------- ------- ----------- ------------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1996
(Restated)..................... 17,565 $ 176 $ 249,804 $ (143,734) $106,246
Stock options exercised........ 403 4 3,609 3,613
Restricted stock amortized..... 426 426
Retirement of restricted
stock.......................... (32) (1) (368) (369)
Adjustment to paid-in capital
for deferred compensation...... 905 905
Notes receivable from
shareholders................... $ (4,704) (4,704)
Net loss (Restated)............ (25,081) (25,081)
------- -------- --------- -------- ---------- ------------ --------
Balances at December 31, 1997.... 17,936 179 254,376 (4,704) (168,815) 81,036
Comprehensive income (loss)
Net loss..................... (2,717) (2,717)
Other comprehensive income,
net of tax, related to
unrealized gains on
securities................... $ 43 43
--------
Comprehensive income (loss).... (2,674)
Stock options exercised........ 20 160 160
Restricted stock amortized..... 58 58
Retirement of restricted
stock.......................... (31) (344) (344)
Notes receivable from
shareholders................... (75) (75)
------- -------- --------- -------- ---------- ------------ --------
Balances at March 31, 1998....... 17,925 $ 179 $ 254,250 $ (4,779) $ (171,532) $ 43 $ 78,161
======= ======== ========= ======== ========== ============ ========
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
Maxicare Health Plans, Inc., a Delaware corporation ("MHP"), is a
holding company which owns various subsidiaries, primarily health
maintenance organizations ("HMOs"). The accompanying unaudited
consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for
interim financial information. In the opinion of management, all
adjustments considered necessary for a fair presentation, which
consist solely of normal recurring adjustments, have been
included. All significant inter-company balances and
transactions have been eliminated.
For further information on MHP and subsidiaries (collectively the
"Company") refer to the consolidated financial statements and
accompanying footnotes included in the Company's annual report on
Form 10-K as filed with the Securities and Exchange Commission
for the year ended December 31, 1997.
Net Income Per Common Share
- ---------------------------
Effective December 15, 1997 the Company was required to adopt
Statement of Financial Accounting Standards ("SFAS") No. 128
"Earnings per Share." SFAS No. 128 requires the presentation of
"basic earnings per share" (which excludes dilution) and "diluted
earnings per share" as replacements for primary earnings per
share and fully diluted earnings per share. Restatement of all
earnings per share calculations presented in the financial
statements is required by SFAS No. 128.
Basic earnings per share is computed by dividing net income
available to common shareholders by the weighted average number
of common shares outstanding.
Diluted earnings per share is computed by dividing net income by
the weighted average number of common shares outstanding, after
giving effect to stock options with an exercise price less than
the average market price for the period, when such effect would
be to dilute earnings.
Comprehensive Income
- --------------------
As of January 1, 1998, the Company adopted SFAS No. 130
"Reporting Comprehensive Income." SFAS No. 130 requires the
reporting and display of comprehensive income and its components.
SFAS No. 130 requires unrealized gains or losses on the Company's
available-for-sale and held-to-maturity securities to be included
in other comprehensive income.
<PAGE>
NOTE 2 - LITIGATION CHARGE AND RESTATEMENT
From March 1, 1986 through June 30, 1989, Penn Health Corporation
("Penn Health"), a subsidiary of the Company, contracted with the
Commonwealth of Pennsylvania, Department of Public Welfare (the
"DPW") to provide a full range of managed health care services to
approximately 86,000 Medicaid enrollees under the Pennsylvania
Medical Assistance Program known as the HealthPass Program (the
"DPW Contract"). Pursuant to the DPW Contract, Penn Health
arranged and paid for the provision of covered medical care and
services to eligible Medicaid recipients enrolled in the
HealthPass Program. The Company has been in litigation with the
DPW since 1990 in connection with its claims for amounts due by
the DPW of approximately $29 million plus interest owing under
the DPW Contract. Based upon an evaluation of this matter, the
Company recorded in the fourth quarter of 1995 a $10 million
increase from $5 million to $15 million for the estimated amounts
due from the DPW. In March 1997 the Company received a ruling
from the Commonwealth of Pennsylvania Board of Claims (the
"Claims Board") that Penn Health was not entitled to any recovery
on its claims against the DPW. Accordingly, the Company
recorded in the first quarter of 1997 a $16.0 million non-cash
litigation charge to fully reserve for the recorded estimate of
$15.0 million due the Company from the DPW and related litigation
costs. It has now been determined that the $10.0 million
increase to the estimated amounts due the Company from the DPW
should not have been reflected as other income in the 1995
financial statements. As a result, the $10.0 million of other
income previously recorded in the fourth quarter of 1995 has been
adjusted and restated to zero, and the previously recorded
litigation charge of $16.0 million reflected in the first quarter
of 1997 has been adjusted and restated to $6.0 million. This
restatement has resulted in a decrease in the previously recorded
net loss of $35.1 million ($1.96 basic and diluted per share) for
the year ended December 31, 1997 to $25.1 million ($1.40 basic
and diluted per share), and an adjustment of the previously
recorded net loss of $9.9 million ($.56 basic and diluted per
share) for the three months ended March 31, 1997 to net income of
$.1 million ($.01 basic and $.00 diluted per share).
Shareholders' equity as of December 31, 1996 has correspondingly
been adjusted and restated by a decrease of $10.0 million from
the previously recorded balance of $116.2 million to $106.2
million. The aforementioned adjustments had no effect on the
recorded balances of total assets and shareholders' equity as of
December 31, 1997 and March 31, 1998 and are non-cash adjustments
that do not impact the Company's previously reported cash flows
for any of the restatement periods. On April 24, 1997, the
Company filed an appeal with the Commonwealth of Pennsylvania
Commonwealth Court seeking to overturn the Claims Board's order
and to award the Company damages. DPW has filed a cross-appeal,
appealing the portion of the Claims Board's order imposing
liability upon the DPW for breach of contract. In addition, the
Company is pursuing claims relating to this matter in the
Bankruptcy Court in California. The Company believes the
resolution of these matters and the Penn Health bankruptcy case
will not adversely impact the Company's ongoing business and
operations.
<PAGE>
Item 2: Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
Results of Operations
The Company reported a net loss of $2.7 million for the three
months ended March 31, 1998 compared to net income of $.1 million
for the same three month period in 1997. The net income of $.1
million for the three months ended March 31, 1997 included a $6.0
million litigation charge (see "Item 1. Financial Statements -
Note 2 to the Company's Financial Statements"). The Company's net
loss per common share on a diluted basis was $.15 for the first
quarter of 1998 compared to net income per common share of $.00
for the same period in 1997.
Revenues were $180.4 million for the first quarter of 1998, an
increase of $25.9 million or 22.5% when compared to the same
period in 1997. Commercial premiums increased $3.9 million or 3.4%
to $119.0 million as a result of a 4.1% increase in membership
primarily in California and Indiana, offset in part by a .7%
decline in the average commercial premium revenue per member per
month ("PMPM"). Governmental premiums increased $21.3 million or
54.3% to $60.6 million as a result of an 85.4% increase in
membership primarily generated by growth in the Medicaid line of
business in California and Indiana. The average premium revenue
PMPM for the Medicaid line of business decreased by 14.9% due to
greater growth in California which has a lower average premium
revenue PMPM while the average premium revenue PMPM for the
Medicare line of business increased by 4.3%. The decline in the
average premium revenue PMPM for the Medicaid line of business,
along with the greater growth in membership for the Medicaid line
of business as compared to Medicare, resulted in an overall
decrease of 16.8% in the average governmental premium revenue
PMPM. For the foreseeable future it is anticipated that the
average governmental premium revenue PMPM will decline as the
expected membership growth in the lower premium revenue PMPM
Medicaid line of business is anticipated to exceed the membership
growth in the higher premium revenue PMPM Medicare line of
business.
Health care expenses increased 23.4% or $32.1 million in the first
quarter of 1998 as compared to the first quarter of 1997; and,
health care expenses as a percentage of premium revenues (the
"medical loss ratio") increased to 94.2%. The increase in health
care expenses principally results from the increase in membership
and higher prescription drug costs. For the foreseeable future it
is anticipated that the Company will continue to experience higher
prescription drug costs; however, the Company will be implementing
enhanced procedures and controls in mid 1998 to promote cost
effective use of its prescription drug benefit. Marketing,
general and administrative ("M,G&A") expenses for the first
<PAGE>
quarter of 1998 increased as a percentage of revenues from 8.4% in
the first quarter of 1997 to 8.5% in the first quarter of 1998.
M,G&A expenses were $15.4 million for the first quarter of 1998
compared to $13.0 million for the first quarter of 1997.
A $6.0 million litigation charge was reflected in the first
quarter of 1997 as a result of a ruling by the Commonwealth of
Pennsylvania Board of Claims denying the Company recovery on its
receivable of $5.0 million due the Company from the Pennsylvania
Department of Public Welfare and related litigation costs.
Net investment income for the first quarter of 1998 decreased by
$.2 million to $1.6 million as compared to the same period in
1997. The decreased net investment income was due to lower cash
and investment balances as well as lower investment yields.
The Company reported a $26,000 provision for income taxes for the
three months ended March 31, 1998 and an offsetting income tax
benefit of $26,000 due to the Company increasing its deferred tax
asset. The Company reported a $54,000 provision for income taxes
for the three months ended March 31, 1997 and an offsetting income
tax benefit of $54,000 due to the Company increasing its deferred
tax asset.
On March 19, 1998, Paul R. Dupee, Jr. and a group of other
shareholders holding approximately 5% of the Company's stock (the
"Dupee Group"), filed proxy solicitation materials with the
Securities and Exchange Commission to obtain written consents from
the Company's shareholders to enact various proposals. On May 8,
1998, the Company entered into a settlement with the Dupee Group
wherein the Company agreed, among other things, to reimburse
Dupee's costs and expenses related to solicitation of
shareholders' consent to the proposals and negotiation of the
settlement, in an amount not to exceed $450,000. In addition, the
Company has incurred fees and expenses for various legal and
professional services in responding to the actions initiated by
the Dupee Group. The Company estimates that approximately $1.2
million of expenses (which includes the estimated reimbursement of
Dupee's costs and expenses) will be recorded in the second quarter
of 1998 in connection with this matter. For a further discussion
of this matter see "Part II, Item 1, Legal Proceedings - a. DUPEE;
and Item 4, Submission of Matters to a Vote of Security Holders."
Liquidity and Capital Resources
All of MHP's operational subsidiaries are direct subsidiaries of
MHP. The Company's HMOs are federally qualified and are licensed
in the states where they operate. Certain of MHP's operating
subsidiaries are subject to state regulations which require
compliance with certain statutory deposit, dividend distribution
and net worth requirements. To the extent the operating
subsidiaries must comply with these regulations, they may not have
the financial flexibility to transfer funds to MHP. MHP's
proportionate share of net assets (after inter-company
eliminations) which, at March 31, 1998, may not be transferred to
<PAGE>
MHP by subsidiaries in the form of loans, advances or cash
dividends without the consent of a third party is referred to as
"Restricted Net Assets". Restricted Net Assets of these operating
subsidiaries were $35.0 million at March 31, 1998, with deposit
requirements and limitations imposed by state regulations on the
distribution of dividends representing $14.0 million and $6.9
million of the Restricted Net Assets, respectively, and net worth
requirements in excess of deposit requirements and dividend
limitations representing the remaining $14.1 million. The
Company's total Restricted Net Assets at March 31, 1998 were $35.3
million. In addition to the $7.1 million in cash, cash
equivalents and marketable securities held by MHP, approximately
$8.9 million in funds held by operating subsidiaries could be
considered available for transfer to MHP at March 31, 1998.
The operating HMOs currently pay monthly fees to MHP pursuant to
administrative services agreements for various management,
financial, legal, computer and telecommunications services. The
Company believes that for the foreseeable future it will have
sufficient resources to fund ongoing operations and remain in
compliance with statutory financial requirements.
With a current ratio (i.e., current assets divided by current
liabilities) of 1.8 and less than $200,000 of long-term
liabilities at March 31, 1998, the Company does not believe that
it will need additional working capital to fund its operations for
the foreseeable future. However, the Company is presently pursuing
obtaining a committed line of credit to supplement its working
capital. Although the Company believes that it will be able to
secure a committed line of credit or raise additional working
capital through either an equity offering or borrowings if it so
desired, the Company cannot state with any degree of certainty at
this time whether additional equity capital or working capital
would be available to it, and if available, would be at terms and
conditions acceptable to the Company.
Forward Looking Information
General - This Quarterly Report on Form 10-Q/A contains and
incorporates by reference forward looking statements within the
"safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Reference is made in particular to the
discussion set forth under "Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operations". Such
statements are based on certain assumptions and current
expectations that involve a number of risks and uncertainties, many
of which are beyond the Company's control. These risks and
uncertainties include limitations on premium levels, greater than
anticipated increases in healthcare expenses, benefit mandates,
variances in anticipated enrollment as a result of competition or
other factors, changes to the laws or funding of Medicare and
Medicaid programs, and increased regulatory requirements of
dividending, minimum capital, reserve and other financial solvency
<PAGE>
requirements. These statements are forward looking and actual
results could differ materially from those projected in the forward
looking statements, which statements involve risks and
uncertainties. In addition, past financial performance is not
necessarily a reliable indicator of future performance and
investors should not use historical performance to anticipate
results or future period trends. Shareholders are also directed to
disclosures in this and other documents filed by the Company with
the Securities and Exchange Commission.
Business Strategy - The Company's business strategy includes
strengthening its position in the markets it serves by: marketing
an expanded range of managed care products and services, providing
superior service to the Company's members and employer groups,
enhancing long-term relationships and arrangements with health care
providers, and selectively targeting geographic areas within a
state for expansion through increased penetration or development of
new areas. The Company continually evaluates opportunities to
expand its business as well as evaluates the investment in these
businesses. In December 1997, the Company undertook a
restructuring of management and commenced a re-evaluation of the
Company's operations and businesses with a view towards enhancing
the Company's operations and focusing on the Company's operations
which have generated substantially all of the membership growth and
profits in recent years. For the three months ended March 31, 1998
the Company experienced a loss from operations of approximately
$4.2 million for its Illinois and Carolinas health plans. The
Company is currently reviewing and pursuing strategic alternatives
with respect to these and its other health plans which may include
dispositions and or acquisitions in support of the Company's
business strategy.
<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.
MAXICARE HEALTH PLANS, INC.
---------------------------
(Registrant)
June 24, 1998 /s/ RICHARD A. LINK
------------- ---------------------------
Date Richard A. Link
Chief Financial Officer and
Executive Vice President -
Finance and Administration
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the restated
March 31, 1997 financial statements and is
qualified in its entirety by reference to
such financial statements.
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<PERIOD-TYPE> 3-MOS
<CASH> 46,718
<SECURITIES> 66,600
<RECEIVABLES> 27,430
<ALLOWANCES> 6,400
<INVENTORY> 0
<CURRENT-ASSETS> 155,875
<PP&E> 24,403
<DEPRECIATION> 23,006
<TOTAL-ASSETS> 172,198
<CURRENT-LIABILITIES> 66,692
<BONDS> 0
0
0
<COMMON> 179
<OTHER-SE> 104,967
<TOTAL-LIABILITY-AND-EQUITY> 172,198
<SALES> 154,496
<TOTAL-REVENUES> 156,316
<CGS> 137,029
<TOTAL-COSTS> 156,207
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 18
<INCOME-PRETAX> 91
<INCOME-TAX> 0
<INCOME-CONTINUING> 91
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91
<EPS-PRIMARY> .01
<EPS-DILUTED> .00
</TABLE>
