As filed with the Securities and Exchange Commission on January 14, 1997
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended November 30, 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: 0-23264
EMMIS BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)
INDIANA 35-1542018
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 NORTH MERIDIAN STREET
SUITE 1200
INDIANAPOLIS, INDIANA 46204
(Address of principal executive offices) (Zip Code)
(317) 266-0100
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
(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
--- ---
The number of shares outstanding of each of the Registrant's classes of
common stock, as of January 10, 1997, was:
8,376,991 Shares of Class A Common Stock, $.01 Par Value
2,581,345 Shares of Class B Common Stock, $.01 Par Value
<PAGE>
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . . 4
Condensed Consolidated Balance Sheets
at November 30, 1996 and February 29, 1996 . . . . . . . 4
Condensed Consolidated Statements of
Operations for the three and nine months
ended November 30, 1996 and 1995 . . . . . . . . 5
Condensed Consolidated Statements of Cash
Flows for the nine months ended
November 30, 1996 and 1995 . . . . . . . . . . . 6
Notes to Condensed Consolidated
Financial Statements . . . . . . . . . . . . . . 7
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . .10
-2-
<PAGE>
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Emmis Broadcasting Corporation
and Subsidiaries:
We have reviewed the accompanying condensed consolidated balance sheet of
EMMIS BROADCASTING CORPORATION (an Indiana corporation) and
Subsidiaries as of November 30, 1996, and the related condensed consolidated
statements of operations for the three-month and nine-month periods ended
November 30, 1996 and 1995 and the condensed consolidated statements of cash
flows for the nine-month periods ended November 30, 1996 and 1995. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Emmis Broadcasting Corporation as
of February 29, 1996, and the related consolidated statements of operations,
changes in shareholders' equity (deficit) and cash flows for the year then
ended (not presented separately herein), and in our report dated March 28,
1996, we expressed an unqualified opinion on those financial statements. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of February 29, 1996 is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which it
has been derived.
ARTHUR ANDERSEN LLP
Indiananpolis, Indiana,
January 2, 1997.
-3-
<PAGE>
EMMIS BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
<TABLE>
<CAPTION>
February 29, November 30,
1996 1996
----------- -----------
(Note 1) (unaudited)
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,218 $ 1,044
Accounts receivable, net 19,172 25,640
Current income tax receivable 1,501 773
Prepaid expenses and other 2,331 4,083
-------- --------
Total current assets 24,222 31,540
Property and equipment, net 7,071 12,578
Intangible assets, net 135,830 132,734
Other assets, net 9,443 15,149
-------- --------
Total assets $176,566 $192,001
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 77 $ 74
Accounts payable 2,872 3,532
Accrued salaries and commissions 3,560 2,820
Accrued interest 320 241
Deferred revenue 1,198 1,513
Other 1,434 1,100
-------- --------
Total current liabilities 9,461 9,280
LONG-TERM DEBT, NET OF CURRENT MATURITIES 124,180 123,120
OTHER NONCURRENT LIABILITIES 1,361 360
DEFERRED INCOME TAXES 27,680 27,680
-------- --------
Total liabilities 162,682 160,440
-------- --------
SHAREHOLDERS' EQUITY (DEFICIT):
Class A common stock, $.01 par value;
authorized 34,000,000 shares; issued and
outstanding 8,264,940 shares at
February 29, 1996 and 8,391,842 shares at
November 30, 1996 83 84
Class B common stock, $.01 par value;
authorized 6,000,000 shares; issued and
outstanding 2,606,332 shares at February 29,
1996 and 2,581,345 at November 30, 1996 26 26
Additional paid-in capital 65,852 69,329
Accumulated deficit (52,077) (37,878)
-------- --------
Total shareholders' equity 13,884 31,561
-------- --------
Total liabilities and shareholders'
equity $176,566 $192,001
======== ========
</TABLE>
The accompanying notes to condensed consolidated financial statements are
an integral part of these balance sheets.
-4-
<PAGE>
EMMIS BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
November 30, (Unaudited) November 30, (Unaudited)
----------------------- ------------------------
1995 1996 1995 1996
--------- ---------- --------- ----------
<S> <C> <C> <C> <C>
GROSS BROADCASTING REVENUES $ 31,376 $ 32,631 $ 94,329 $ 96,064
LESS: AGENCY COMMISSIONS 4,787 5,111 14,407 15,123
-------- -------- -------- --------
NET BROADCASTING REVENUES 26,589 27,520 79,922 80,941
Broadcasting operating expenses 14,050 13,978 40,948 39,286
Publication and other revenue, net
of operating expenses 431 229 881 1,044
International business development expenses 296 277 972 810
Corporate expenses 1,069 1,489 3,436 4,329
Depreciation and amortization 1,349 1,405 4,192 4,070
Noncash compensation 1,050 520 2,200 2,782
-------- -------- -------- --------
OPERATING INCOME 9,206 10,080 29,055 30,708
-------- -------- -------- --------
OTHER INCOME (EXPENSE):
Interest expense (3,326) (2,329) (10,309) (7,348)
Equity in loss of unconsolidated affilate (868) - (3,111) -
Gain on sale of Investment in TalkRadio UK 2,729 - 2,729 -
Other income (expense), net 43 19 69 255
-------- -------- -------- --------
Total Other Income (Expense) (1,422) (2,310) (10,622) (7,093)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 7,784 7,770 18,433 23,615
PROVISION FOR INCOME TAXES 3,300 3,115 8,000 9,415
-------- -------- -------- --------
NET INCOME $ 4,484 $ 4,655 $ 10,433 $ 14,200
======== ======== ======== ========
Net income per common and common
equivalent share $ .40 $ .41 $ .94 $ 1.24
======== ======== ======== ========
Net income per fully diluted common share $ .40 $ .41 $ .93 $ 1.24
======== ======== ======== ========
Weighted average common shares outstanding:
Before full dilution 11,180,763 11,387,357 11,099,016 11,463,307
Assuming full dilution 11,180,763 11,387,357 11,163,137 11,463,543
</TABLE>
The accompanying notes to condensed consolidated financial statements are
an integral part of these statements.
-5-
<PAGE>
EMMIS BROADCASTING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
<TABLE>
<CAPTION>
Nine Months Ended
November 30, (Unaudited)
--------------------
1995 1996
------ ------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 10,433 $ 14,200
Adjustments to reconcile net income to net cash
provided by operating activities-
Depreciation and amortization of property
and equipment 1,159 1,159
Amortization of debt issuance costs and cost
of interest rate cap agreements 1,073 898
Amortization of intangible assets 3,033 2,911
Provision for deferred income taxes 5,525 -
Equity in loss of unconsolidated affiliate 3,111 -
Compensation related to stock options granted 1,500 2,246
Contribution to profit sharing plan paid with
common stock 700 536
Gain on sale in Investment in TalkRadio UK (2,729) -
Gain on sale of 60% ownership interest in
Duncan's American Radio, Inc. - (195)
(Increase) decrease in current assets -
Accounts receivable (9,633) (6,468)
Prepaid expenses and other, current income
tax payable (1,401) (1,171)
Increase (decrease) in current liabilities -
Accounts payable (644) 660
Accrued salaries and commissions 1,430 (740)
Accrued interest (1,104) (79)
Deferred revenue (378) 315
Other 854 (1,335)
Decrease (increase) in other assets, net 15 (257)
------ ------
Net cash provided by operating activities 12,944 12,680
------ ------
INVESTING ACTIVITIES:
Purchases of property and equipment (921) (6,666)
Escrow deposit and costs incurred for WKKX-FM and
WKBQ-FM and AM - (6,060)
Investment in and advances to TalkRadio UK (980) -
Net proceeds from sale of TalkRadio UK 2,729 -
Net proceeds from sale of 60% ownership interest in
Duncan's American Radio, Inc. - 240
Acquisition of intangible assets (186) -
------ ------
Net cash used by investment activities 642 (12,486)
------ ------
FINANCING ACTIVITIES:
Net payments on long-term debt (16,045) (1,063)
Proceeds from exercise of stock options 606 695
------ ------
Net cash used by financing
activities (15,439) (368)
------ ------
DECREASE IN CASH AND CASH EQUIVALENTS (1,853) (174)
CASH AND CASH EQUIVALENTS:
Beginning of period 3,205 1,218
------ ------
End of period $ 1,352 $ 1,044
====== ======
SUPPLEMENTAL DISCLOSURES:
Cash paid for-
Interest $ 10,341 $ 6,529
Income taxes 2,746 8,687
</TABLE>
The accompanying notes to condensed consolidated financial statements are
an integral part of these statements.
-6-
<PAGE>
EMMIS BROADCASTING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOVEMBER 30, 1996
NOTE 1. GENERAL
The condensed consolidated interim financial statements included herein
have been prepared by Emmis Broadcasting Corporation and Subsidiaries (Emmis
or 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 prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations; however, Emmis believes that the
disclosures are adequate to make the information presented not misleading.
The condensed consolidated financial statements included herein should be
read in conjunction with the consolidated financial statements and the notes
thereto included in the Company's Annual Report on Form 10-K for the year
ended February 29, 1996.
In the opinion of the registrant, the accompanying interim financial
statements contain all material adjustments (consisting only of normal
recurring adjustments), necessary to present fairly the consolidated
financial position of Emmis at November 30, 1996 and the results of its
operations for the three and nine months ended November 30, 1996 and 1995 and
its cash flows for the nine months ended November 30, 1996 and 1995.
NOTE 2. INVESTMENT IN TALK RADIO UK
On July 7, 1994, the Company invested approximately $2.5 million for a
24.5% interest in TalkRadio U.K. Limited (TRUK). Subsequently, the Company
invested an additional $1.0 million to support the operations of TRUK. This
investment was accounted for utilizing the equity method of accounting.
Emmis reported losses from the operations of TRUK from inception through
November 30, 1995 of $3.5 million ($3.1 million loss for the nine months ended
November 30, 1995) which is included in equity in loss of unconsolidated
affiliate in the consolidated statements of operations. On November 7, 1995,
Emmis sold its 24.5% interest in TRUK for approximately $3.0 million and
recorded a gain on sale of approximately $2.7 million.
NOTE 3. SALE OF DUNCAN'S AMERICAN RADIO, INC.
In June, 1996, the Company sold 60% of its ownership interest in Duncan's
American Radio, Inc. for $.5 million and recorded a gain of $.2 million. The
Company also paid $.3 million to buy out a management contract. The Company's
remaining 40% interest is accounted for under the equity method of accounting
and is reflected as other assets in the condensed consolidated balance sheet at
November 30, 1996.
NOTE 4. NET INCOME PER COMMON AND COMMON
EQUIVALENT SHARE
Net income per common and common equivalent share is computed by dividing
net income, by the weighted average number of common shares outstanding
during the period. Weighted average common shares outstanding assumes the
exercise of stock options when the effect would be dilutive.
Fully diluted net income per share assumes the fully dilutive effect of
the exercise of stock options.
-7-
<PAGE>
NOTE 5. INCOME TAXES
Under Statement of Financial Accounting Standards No. 109, the Company
recognizes income taxes under the liability method of accounting for income
taxes. The liability method measures the expected tax impact of future
taxable income or deductions resulting from differences in the tax and
financial reporting bases of assets and liabilities reflected in the
consolidated balance sheet and the expected tax impact of carryforwards for
tax purposes.
Income tax expense is reported during interim periods on the basis of the
estimated annual effective tax rate for the taxable jurisdictions in which
the Company operates.
NOTE 6. PENDING ACQUISITON
On November 1, 1996, Emmis announced that it signed a definitive agreement
to acquire substantially all of the assets of radio stations WKKX-FM, WKBQ-FM
and WKBQ-AM in St. Louis from Zimco, Inc. for approximately $43 million in
cash. In connection therewith, Emmis made a $6 million escrow payment which
will be credited against the purchase price at the closing date. These
stations had net broadcasting revenues of approximately $5.1 million for the
year ended December 31, 1995. The acquisition is subject to various
conditions, including regulatory approval. The acquisition will be accounted
for as a purchase. Emmis intends to finance the acquisition through additional
borrowings. In connection with this agreement, Emmis entered into a time
brokerage agreement, effective December 1, 1996, which will permit Emmis to
operate the radio stations in accordance with certain FCC rules and
regulations. Accordingly, Emmis will reflect the operating results of these
stations in their consolidated financial statements commencing December 1,
1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
GENERAL
The performance of a radio group, such as the Company, is customarily
measured by the ability of its stations to generate Broadcast Cash Flow and
Operating Cash Flow. Operating Cash Flow is defined as operating income
before depreciation, amortization and noncash compensation expenses.
Broadcast Cash Flow is defined as Operating Cash Flow before corporate
expenses (excluding noncash compensation), publication and other revenue net
of operating expenses, and international business developmement expenses.
Although Broadcast Cash Flow and Operating Cash Flow are not measures of
performance calculated in accordance with generally accepted accounting
principles, and should be viewed as a supplement to and not a substitute for
the Company's results of operations presented on the basis of generally
accepted accounting principles, the Company believes that Broadcast Cash Flow
and Operating Cash Flow are useful because they are generally recognized by
the radio broadcasting industry as a measure of performance and are used by
analysts who report on the performance of broadcast companies.
RESULTS OF OPERATIONS
Net broadcasting revenues for the quarter ended November 30, 1996 were $27.5
million compared to $26.6 million for the same quarter of the prior year, an
increase of $.9 million or 3.5%. Net broadcasting revenues for the nine months
ended November 30, 1996 were $80.9 million compared to $79.9 million for the
same period of the prior year, and increase of $1.0 million or 1.3%. These
increases are principally attributable to the ability to charge higher
advertising rates at the Company's broadcasting properties.
Broadcasting operating expenses for the quarter ended November 30, 1996 were
$14.0 million compared to $14.1 million for the same quarter of the prior year,
a decrease of $.1 million or .5%. Broadcasting operating expenses for the nine
months ended November 30, 1996 were $39.3 million compared to $40.9 million for
the same period of the prior year, a decrease of $1.6 million or 4.1%. These
decreases are principally attributable to decreased promotional spending at the
Company's broadcasting properties.
Broadcast Cash Flow for the fiscal quarter ended November 30, 1996 was $13.5
million compared to $12.5 million for the same quarter of the prior year, an
increase of $1.0 million or 8.0%. Broadcast Cash Flow for the nine months
ended November 30, 1996 was $41.7 million compared to $39.0 million for the
same period of the prior year, an increase of $2.7 million or 6.9%. These
increases are principally due to increased net broadcasting revenues at the
Company's broadcasting properties.
Corporate expenses for the quarter ended November 30, 1996 were $1.5 million
compared to $1.1 million for the same quarter of the prior year, an increase
of $0.4 million or 39.3%. Corporate expenses for the nine months ended
November 30, 1996 were $4.3 million compared to $3.4 million for the same
period of the prior year, an increase of $.9 million or 26.0%. These increases
are primarily due to increased compensation.
Operating Cash Flow for the quarter ended November 30, 1996 was $12.0 million
compared to $11.6 million for the same quarter of the prior year, an increase
of $.4 million or 3.4%. Operating Cash Flow for the nine months ended November
30, 1996 was $37.6 million compared to $35.5 million for the same period of the
prior year, an increase of $2.1 million or 6.0%. These increases are
principally due to increased net broadcasting revenues at the Company's
broadcasting properties.
Interest expense was $2.3 million for the quarter ended November 30, 1996
compared to $3.3 million for the same quarter of the prior year, a decrease
of $1.0 million or 30.0%. Interest expense for the nine months ended November
30, 1996 was $7.3 million compared to $10.3 million for the same period of the
prior year, a decrease of $3.0 million or 28.7%. These decreases reflect lower
outstanding debt due to voluntary repayments made under the Company's credit
facility.
-8-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The increase in accounts receivable from February 29, 1996 to November 30,
1996 is due to the increase of net broadcasting revenues in the quarter ended
November 30, 1996 compared to the quarter ended February 29, 1996.
In the fiscal quarter ended November 30, 1996, the Company made voluntary
payments of $4.0 million under its Credit Facility and borrowed $6.0 million
to fund an escrow payment for the purchase of radio stations from Zimco, Inc.
As of November 30, 1996, the Company had $42.6 million available for borrowing
under the Credit Facility.
In the fiscal quarter ended November 30, 1996, the Company had capital
expenditures of $3.1 million. These capital expenditures consist primarily
of leasehold improvements to office and studio facilities in connection with
the move of its New York broadcast properties to a new location.
The Company expects that cash flow from operating activities will be
sufficient to fund all debt service, working capital and capital expenditure
requirements. As part of its business strategy, the Company frequently
evaluates potential acquisitions of radio stations. In connection with the
pending acquisition, the Company intends to borrow additional amounts under
the credit facility to finance the acquisition. In connection with future
acquisition opportunities, the Company may incur additional debt or issue
additional equity or debt securities depending on market conditions and other
factors.
In August, 1996, the Company announced its plans to build an office building
in downtown Indianapolis for its corporate headquarters. The project is
expected to be completed in late 1998 for an estimated cost of $12-$15 million.
A project agreement between the City of Indianapolis and the Company has not
been finalized.
-9-
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
Exhibits.
The following exhibits are filed or incorporated by reference as a part
of this report:
11 Statements re: Calculations of per share net income
15 Letter re: unaudited interim financial information
27 Financial data schedule (Edgar version only)
Reports on Form 8-K
No reports on Form 8-K were filed during the period.
-10-
<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.
EMMIS BROADCASTING CORPORATION
Date: January 14, 1997 By: /s/ Howard L. Schrott
-----------------------------
Howard L. Schrott
Vice President (Authorized Corporate
Officer), Chief Financial Officer and
Treasurer
-10-
EMMIS BROADCASTING CORPORATION AND SUBSIDIARIES
SCHEDULE OF CALCULATION OF PER SHARE NET INCOME
<TABLE>
<CAPTION>
For the Three Months Ended For the Nine Months Ended
November 30, 1996 November 30, 1996
Weighted Calculated Weighted Calculated
Net Average Per Net Average Per
Income Shares Share Income Shares Share
<S> <C> <C> <C> <C> <C> <C>
Shares outstanding and net income used in the
determination of basic net income per share $4,655,000 10,897,017 $0.43 $14,200,000 10,961,460 $1.30
---------- ---------- ----- ----------- ---------- -----
Options 490,340 501,847
---------- ---------- ----- ----------- ---------- -----
Used in the determination of primary net
income per share 4,655,000 11,387,357 0.41 14,200,000 11,463,307 1.24
---------- ---------- ----- ----------- ---------- -----
Options (A) 236
---------- ---------- ----- ----------- ---------- -----
Used in the determination of fully diluted
net income per share $4,655,000 11,387,357 $0.41 $14,200,000 11,463,543 $1.24
========== ========== ===== =========== ========== =====
(A) Excluded due to anti-dilutive effect
<CAPTION>
For the Three Months Ended For the Nine Months Ended
November 30, 1995 November 30, 1995
Weighted Calculated Weighted Calculated
Net Average Per Net Average Per
Income Shares Share Income Shares Share
<S> <C> <C> <C> <C> <C> <C>
Shares outstanding and net income used in the
determination of basic net income per share $4,484,000 10,673,628 $0.42 $10,433,000 10,665,622 $0.98
---------- ---------- ----- ----------- ---------- -----
Options 507,135 433,394
---------- ---------- ----- ----------- ---------- -----
Used in the determination of primary net
income per share 4,484,000 11,180,763 0.40 10,433,000 11,099,016 0.94
---------- ---------- ----- ----------- ---------- -----
Options (A) 64,121
---------- ---------- ----- ----------- ---------- -----
Used in the determination of fully diluted
net income per share $4,484,000 11,180,763 $0.40 $10,433,000 11,163,137 $0.93
========== ========== ===== =========== ========== =====
(A) Excluded due to anti-dilutive effect
</TABLE>
January 14, 1997
Mr. Howard Schrott
Chief Financial Officer
Emmis Broadcasting Corporation
950 N. Meridian Street, Suite 1200
Indianapolis, Indiana 46204
Dear Mr. Schrott:
We are aware that Emmis Broadcasting Corporation has incorporated by reference
in its Registration Statement Nos. 33-83890 and 333-14657 its Form 10-Q for the
quarter ended November 30, 1996, which includes our report dated January 2,
1997, covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the registration statement prepared or certified by our
firm or a report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
ARTHUR ANDERSEN LLP
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000783005
<NAME> EMMIS BROADCASTING CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> FEB-28-1997
<PERIOD-START> SEP-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 1,044
<SECURITIES> 0
<RECEIVABLES> 26,781
<ALLOWANCES> 1,141
<INVENTORY> 0
<CURRENT-ASSETS> 31,540
<PP&E> 28,867
<DEPRECIATION> 16,289
<TOTAL-ASSETS> 192,001
<CURRENT-LIABILITIES> 9,280
<BONDS> 123,120
0
0
<COMMON> 110
<OTHER-SE> 31,451
<TOTAL-LIABILITY-AND-EQUITY> 192,001
<SALES> 32,631
<TOTAL-REVENUES> 32,631
<CGS> 5,111
<TOTAL-COSTS> 5,111
<OTHER-EXPENSES> 15,858
<LOSS-PROVISION> 1,563
<INTEREST-EXPENSE> 2,329
<INCOME-PRETAX> 7,770
<INCOME-TAX> 3,115
<INCOME-CONTINUING> 4,655
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,655
<EPS-PRIMARY> .41
<EPS-DILUTED> .41
</TABLE>
