<PAGE> 1
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 SECURITY EXCHANGE ACT OF 1934.
For the quarterly period ended: March 31, 1998
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 0-16271
DVI, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 22-2722773
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 HYDE PARK
DOYLESTOWN, PENNSYLVANIA 18901
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number including area code: (215) 345-6600
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 issuers classes of
common stock, as of the latest practical date:
Common stock, $.005 par value - 11,020,108 shares as of April 30, 1998.
<PAGE> 2
DVI, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION: PAGE
NUMBER
------
<S> <C>
ITEM 1. FINANCIAL STATEMENTS:
Consolidated Balance Sheets -
March 31, 1998 and June 30, 1997 (unaudited) ..................... 3-4
Consolidated Statements of Operations -
Three and nine months ended March 31, 1998 and 1997 (unaudited) .. 5
Consolidated Statements of Shareholders' Equity -
July 1, 1996 through March 31, 1998 (unaudited) .................. 6
Reconciliation of Earnings per Share Calculation -
Three and nine months ended March 31, 1998 and 1997 (unaudited) .. 7
Consolidated Statements of Cash Flows -
Nine months ended March 31, 1998 and 1997 (unaudited) ............ 8-9
Notes to Consolidated Financial Statements (unaudited) ................ 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS ......................... 11-12
PART II. OTHER INFORMATION ........................................... 13
SIGNATURES ............................................................ 14
</TABLE>
2
<PAGE> 3
DVI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1998 1997
----------- ----------
<S> <C> <C>
Cash and cash equivalents ................................................ $ 22,921 $ 9,187
Cash and cash equivalents, restricted .................................... 41,473 26,461
Receivables:
Investment in direct financing leases and notes secured by equipment or
medical receivables:
Receivables in installments ......................................... 520,560 496,861
Receivables and notes - related parties ............................. 6,869 9,453
Recourse credit enhancements ........................................ 55,285 46,095
Notes collateralized by medical receivables ......................... 163,049 85,649
Residual valuation .................................................. 11,226 8,276
Unearned income ..................................................... (66,790) (69,739)
-------- ---------
Net investment in direct financing leases and
notes secured by equipment or medical receivables ................. 690,199 576,595
Allowance for losses on receivables ................................... (8,697) (5,976)
-------- ---------
Net receivables .......................................................... 681,502 570,619
Equipment on operating leases
(net of accumulated depreciation of $2,456 (March 31, 1998)
and $2,301 (June 30, 1997)) ........................................... 13,071 4,041
Furniture and fixtures
(net of accumulated depreciation of $2,392 (March 31, 1998)
and $1,710 (June 30, 1997)) ........................................... 3,319 2,405
Investments in investees ................................................. 6,059 6,609
Goodwill, net ............................................................ 3,723 3,953
Other assets ............................................................. 19,991 11,253
--------- ---------
Total assets ............................................................. $ 792,059 $ 634,528
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE> 4
DVI, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
(UNAUDITED)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
1998 1997
---------- ---------
<S> <C> <C>
Liabilities:
Accounts payable ......................................................... $ 45,778 $ 30,850
Accrued expenses and other liabilities ................................... 19,861 19,208
Borrowings under warehouse facilities .................................... 182,152 44,962
Deferred income taxes .................................................... 8,610 8,610
Long-term debt, net:
Discounted receivables (primarily limited recourse) ................... 298,945 317,863
9 7/8% senior notes due 2004 .......................................... 96,329 95,883
Other debt ............................................................ 16,764 8,168
Convertible subordinated notes ........................................ 13,410 13,324
--------- ---------
Total long-term debt, net ................................................ 425,448 435,238
--------- ---------
Total liabilities ........................................................ 681,849 538,868
Shareholders' equity:
Preferred stock, $10.00 par value; authorized 100,000 shares; no shares
issued
Common stock, $0.005 par value; authorized 25,000,000 shares;
outstanding 11,018,008 shares (March 31, 1998) and
10,590,859 shares (June 30, 1997) ................................... 55 53
Additional capital .................................................... 75,137 69,194
Retained earnings ..................................................... 35,498 26,529
Cumulative translation adjustments .................................... (480) (116)
--------- ---------
Total shareholders' equity ............................................... 110,210 95,660
--------- ---------
Total liabilities and shareholders' equity ............................... $ 792,059 $ 634,528
========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 5
DVI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
MARCH 31, MARCH 31,
----------------------- ------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Finance and other income:
Amortization of finance income ............. $16,339 $ 13,041 $ 45,839 $ 36,058
Other income ............................... 3,147 2,067 8,258 5,356
------- -------- -------- --------
Total finance and other income ................ 19,486 15,108 54,097 41,414
Interest expense ............................. 12,838 10,242 36,584 27,646
------- -------- -------- --------
Net interest and other income ................. 6,648 4,866 17,513 13,768
Net gain on sale of financing transactions .... 4,918 2,903 15,060 8,280
------- -------- -------- --------
Net finance income ............................ 11,566 7,769 32,573 22,048
Selling, general and administrative expenses 4,599 3,746 13,086 9,934
Provision for possible losses on receivables 1,479 289 3,909 1,111
------- -------- -------- --------
Earnings before provision for income taxes and
equity in net gain/(loss) of investees ..... 5,488 3,734 15,578 11,003
Provision for income taxes .................... 2,230 1,666 6,316 4,644
Equity in net gain/(loss) of investees ........ 107 (82) (293) (173)
------- -------- -------- --------
Net earnings .................................. $ 3,365 $ 1,986 $ 8,969 $ 6,186
======= ======== ======== ========
Net earnings per share:
Basic ...................................... $ 0.30 $ 0.18 $ 0.80 $ 0.56
======= ======== ======== ========
Diluted .................................... $ 0.27 $ 0.17 $ 0.74 $ 0.54
======= ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE> 6
DVI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(IN THOUSANDS OF DOLLARS EXCEPT SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
COMMON STOCK
-------------
$0.005 PAR VALUE
----------------- CUMULATIVE TOTAL
ADDITIONAL RETAINED TRANSLATION SHAREHOLDERS'
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT EQUITY
------ ------ ------- -------- ---------- ------
<S> <C> <C> <C> <C> <C> <C>
Balances at July 1, 1996 ................. 10,451,375 $ 52 $67,284 $17,966 $-- $ 85,302
Issuance of common stock upon
exercise of stock options and warrants 82,881 1 1,310 1,311
Conversion of subordinated notes ..... 56,603 600 600
Currency translation adjustment ...... (116) (116)
Net earnings ......................... 8,563 8,563
---------- ---- ------- ------- ----- ---------
Balances at June 30, 1997 ............ 10,590,859 53 69,194 26,529 (116) 95,660
Issuance of common stock upon
exercise of stock options and warrants 127,149 1,085 1,085
Net proceeds from issuance of
common stock ......................... 300,000 2 4,858 4,860
Currency translation adjustment .......... (364) (364)
Net earnings ............................. 8,969 8,969
---------- ---- ------- ------- ----- ---------
Balances at March 31, 1998 ............... 11,018,008 $ 55 $75,137 $35,498 $(480) $ 110,210
========== ==== ======= ======= ===== =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE> 7
DVI, INC. AND SUBSIDIARIES
RECONCILIATION OF EARNINGS PER SHARE CALCULATION
(IN THOUSANDS OF DOLLARS EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998 NINE MONTHS ENDED MARCH 31, 1998
------------------------------------------ ----------------------------------------
INCOME AVG. SHARES PER SHARE INCOME AVG. SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ------ ----------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
NET EARNINGS .......................... $3,365 $8,969 --
BASIC EPS
Income available to common stockholders 3,365 11,376 $0.30 8,969 11,217 $0.80
===== =====
EFFECT OF DILUTIVE SECURITIES:
Warrants .............................. 114 83
Options ............................... 416 331
Convertible debentures ................ 184 1,311 552 1,311
------ ------ ------ ------
DILUTED EPS
Income available to common stockholders
+ assumed conversions ................ $3,549 13,217 $0.27 $9,521 12,942 $0.74
====== ====== ===== ====== ====== =====
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1997 NINE MONTHS ENDED MARCH 31, 1997
----------------------------------------- ---------------------------------------
INCOME AVG. SHARES PER SHARE INCOME AVG. SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNT (NUMERATOR) (DENOMINATOR) AMOUNT
----------- ------------- ------ ----------- ------------- ------
<S> <C> <C> <C> <C> <C> <C>
NET EARNINGS .......................... $1,986 $6,186
BASIC EPS
Income available to common stockholders 1,986 10,983 $0.18 6,186 10,961 $0.56
===== =====
EFFECT OF DILUTIVE SECURITIES:
Warrants .............................. 41 32
Options ............................... 152 184
Convertible debentures ................ 184 1,311 552 1,311
------ ------ ------ ------
DILUTED EPS
Income available to common stockholders
+ assumed conversions ................ $2,170 12,487 $0.17 $6,738 12,488 $0.54
====== ====== ===== ====== ====== =====
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE> 8
DVI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings .......................................................... $ 8,969 $ 6,186
Adjustments to reconcile net earnings to net cash provided by operating
activities:
Equity in net loss of investees ................................. 293 173
Depreciation and amortization ................................... 9,028 7,558
Additions to allowance accounts ................................. 3,909 1,111
Net gain on sale of financing transactions ...................... (15,060) (8,280)
Cumulative translation adjustments .............................. (107) --
Changes in assets and liabilities:
(Increases) decreases in:
Cash and cash equivalents, restricted .................... (15,012) 4,248
Amounts due from portfolio sale .......................... -- 2,986
Receivables .............................................. (16,712) (5,237)
Other assets ............................................. (8,710) (2,230)
Increases (decreases) in:
Accounts payable ......................................... 14,928 2,068
Accrued expenses and other liabilities ................... 653 3,384
--------- ---------
Total adjustments ..................................................... (26,790) 5,781
--------- ---------
Net cash (used in) provided by operating activities ................... (17,821) 11,967
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cost of equipment acquired ............................................ (371,984) (319,658)
Portfolio receipts net of amounts included in income and proceeds
from sales of financing transactions .................................. 350,807 266,143
Net increase in notes collateralized by medical receivables ........... (75,694) (33,111)
Furniture and fixtures additions ...................................... (1,731) (541)
--------- ---------
Net cash (used in) provided by investing activities .................. (98,602) (87,167)
--------- ---------
</TABLE>
continued
The accompanying notes are an integral part of these consolidated financial
statements.
8
<PAGE> 9
DVI, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(IN THOUSANDS OF DOLLARS)
(UNAUDITED)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
MARCH 31,
----------------------------
1998 1997
--------- ---------
<S> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of stock options and warrants ............ 1,085 1,122
Issuance of common stock .......................... 4,860 --
Borrowings under:
Warehouse facilities ........................... 609,821 394,369
Long-term debt ................................. 85,000 216,114
Repayments on:
Warehouse facilities ........................... (472,875) (445,206)
Long-term debt ................................. (97,734) (91,088)
--------- ---------
Net cash provided by (used in) financing activities 130,157 75,311
--------- ---------
Net increase in cash and cash equivalents ............. 13,734 111
Cash and cash equivalents, beginning of period ........ 9,187 2,391
--------- ---------
Cash and cash equivalents, end of period .............. $ 22,921 $ 2,502
========= =========
CASH PAID DURING THE YEAR FOR:
Interest .......................................... $ 34,956 $ 24,937
========= =========
Income taxes ...................................... $ 514 $ 3,485
========= =========
</TABLE>
Supplemental disclosures of non-cash transactions:
In July 1996, $600,000 of convertible subordinated notes were converted into
common stock.
The accompanying notes are an integral part of these consolidated financial
statements.
9
<PAGE> 10
DVI, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements have been prepared pursuant
to the rules and regulations of the Securities and Exchange Commission.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles (GAAP) for complete financial
statements. The consolidated financial statements should be read in conjunction
with the financial statements and notes thereto included in DVI, Inc.'s ("the
Company") latest annual report on Form 10-K for the fiscal year ended June 30,
1997.
In the opinion of management, the consolidated financial statements contain all
adjustments, consisting only of normal recurring adjustments, considered
necessary for a fair statement of the consolidated balance sheets as of March
31, 1998 and June 30, 1997, the consolidated statements of operations for the
three and nine month periods ended March 31, 1998 and 1997, the consolidated
statements of shareholders' equity for the period from July 1, 1996 through
March 31, 1998, the reconciliation of earnings per share for the three and nine
month periods ended March 31, 1998 and 1997 and the consolidated statements of
cash flows for the nine month periods ended March 31, 1998 and 1997. The results
of operations for the three and nine month periods ended March 31, 1998 are not
necessarily indicative of the results of operations to be expected for the
entire fiscal year ending June 30, 1998.
Certain amounts as previously reported have been reclassified to conform to the
March 31, 1998 presentation.
NOTE 2 - NET EARNINGS PER SHARE
Basic earnings per common share are based on the average number of shares of
common stock outstanding during the respective periods. The average number of
shares of common stock for basic earnings per share increased to 11,376,000 and
11,217,000 in the three and nine month periods ended March 31, 1998 from
10,983,000 and 10,961,000 for the same prior year periods. Weighted average
shares for diluted earnings per share increased to 13,217,000 and 12,942,000 for
the three and nine month periods ended March 31, 1998 from 12,487,000 and
12,488,000 for the same periods of the prior year. Diluted earnings per share
assumes conversion of the subordinated notes as of the beginning of the period.
NOTE 3 - HEDGE TRANSACTIONS
At March 31, 1998, the Company had $170.0 million in Treasury lock transactions
and $120.0 million in collars. The Company also had $25.6 million in interest
rate swaps. At March 31, 1998, the Company had 6.7 million German Marks in
forward contracts.
10
<PAGE> 11
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Total finance and other income increased to $19.5 and $54.1 million in the three
and nine month periods ended March 31, 1998 from $15.1 and $41.4 million for the
three and nine month periods ended March 31, 1997. Amortization of finance
income increased to $16.3 and $45.8 million from $13.0 and $36.1 million for the
three and nine month periods ended March 31, 1998 as compared to the same
periods of the prior year. The increase primarily was a result of the overall
increase in the size of the Company's loan portfolio. Other income increased to
$3.1 and $8.3 million in the three and nine month periods ended March 31, 1998
from $2.1 and $5.4 million in the comparable prior year period. The increase was
due mainly to fees earned on the larger portfolio, service fees earned on
serviced assets and fees associated with the repayment of three contracts and a
legal settlement.
Interest expense increased to $12.8 and $36.6 million for the three and nine
months ended March 31, 1998 from $10.2 and $27.6 million for the three and nine
months ended March 31, 1997. The increase is primarily a result of the growth of
the Company's loan portfolio. As a percentage of finance and other income,
interest expense decreased to 65.9% in the three months ended March 31, 1998 as
compared to 67.8% in the same period of the prior year. Interest expense as a
percentage of finance and other income increased to 67.6% for the nine months
ended March 31, 1998 as compared to 66.8% for the nine month period ended March
31, 1997.
Net gain on sale of financing transactions increased to $4.9 and $15.1 million
for the three and nine months ended March 31, 1998 from $2.9 and $8.3 million
for the same periods of the prior fiscal year. Loans sold during the three and
nine month periods ended March 31, 1998 were $64.0 million and $212.6 million
compared to $53.0 million and $169.8 million during the same periods of the
prior fiscal year. Higher relative gains are attributable to better structuring
and timing, as well as lower costs.
Selling, general and administrative expenses for the third quarter ended March
31, 1998 increased by 22.8% to $4.6 million from $3.7 million for the same
quarter of the prior fiscal year. For the nine months ended March 31, 1998
selling, general and administrative expenses increased by 31.7% to $13.1 million
from $9.9 million for the same prior year period. The increase in the Company's
selling, general and administrative expenses was primarily related to the
expansion of the Company's new domestic and international businesses and the
Company's 35.3% growth in managed net financed assets.
The provision for possible losses on receivables was $1.5 and $3.9 million for
the three and nine month periods ended March 31, 1998 as compared to $289,000
and $1.1 million for the three and nine month periods ended March 31, 1997. On a
quarterly basis, the Company evaluates the collectibility of its receivables and
records a provision for amounts deemed uncollectible. In the opinion of
management, the provisions are adequate based on current trends in the Company's
delinquencies and losses.
Earnings before provision for income taxes and equity in net loss of investees
increased 47.0% and 41.6% to $5.5 and $15.6 million for the three and nine month
periods ended March 31, 1998 compared to $3.7 and $11.0 million for the same
periods ended March 31, 1997. Net earnings increased 69.4% and 45.0% to $3.4 and
$9.0 million from $2.0 and $6.2 million in comparing the three and nine month
periods ended March 31, 1998 to the same periods ended March 31, 1997. Diluted
earnings per share increased 58.8% and 37.0% to $0.27 and $0.74 from $0.17 and
$0.54 when comparing the three and nine month periods ended March 31, 1998 and
March 31, 1997. The increase in diluted earnings per share results from an
increase in the Company's net earnings, partially offset by an increase in
average diluted shares.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
FINANCIAL CONDITION
Total shareholders' equity increased $14.5 million to $110.2 million at March
31, 1998 from $95.7 million at June 30, 1997. The increase primarily was due to
net earnings of $9.0 million, issuance of 300,000 shares for $4.9 million, and
exercise of stock options and warrants for $1.1 million.
The Company believes that its present warehouse and permanent funding sources
are sufficient to fund the Company's current needs for its equipment and medical
receivables financing businesses.
At March 31, 1998, the Company had available an aggregate of $398.0 million in
warehouse facilities of which $182.2 million was utilized.
Through March 31, 1998, the Company has completed twenty securitizations or
other structured finance transactions for medical equipment and medical
receivables financings totaling approximately $1.4 billion, including two public
debt issues totaling $165.6 million and eighteen private placements of debt and
whole loan sales totaling $1.2 billion. The Company expects for the foreseeable
future to continue to use securitization, on both a public and private basis, as
its principal means to permanently fund its loans.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
Any statements contained in this Form 10-Q which are not historical facts are
forward-looking statements; and, therefore, many important factors could cause
actual results to differ materially from those in the forward-looking
statements. Such factors include, but are not limited to, changes (legislative
and otherwise) in the healthcare industry, those relating to demand for DVI's
services, pricing, market acceptance, the effect of economic conditions,
litigation, competitive products and services, the results of financing efforts,
the ability to complete transactions, and other risks identified in the
Company's Securities and Exchange Commission filings.
12
<PAGE> 13
PART II - OTHER INFORMATION
Items 1 through 5 have been omitted because the related information is either
inapplicable or has been previously reported.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Form 8-K
None
13
<PAGE> 14
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.
DVI, INC.
----------------------------------------
(Registrant)
By: /S/MICHAEL A. O'HANLON
----------------------------------------
Michael A. O'Hanlon
President and Chief Executive Officer
By: /S/STEVEN R. GARFINKEL
----------------------------------------
Steven R. Garfinkel
Executive Vice President and
Chief Financial Officer
Date: May 8, 1998
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM 10Q @
QUARTER END 3/31/98 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10K @
YEAR END 6/30/97.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLAR
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<EXCHANGE-RATE> 1.0
<CASH> 64,394
<SECURITIES> 0
<RECEIVABLES> 690,199
<ALLOWANCES> (8,697)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 5,711
<DEPRECIATION> 2,392
<TOTAL-ASSETS> 792,059
<CURRENT-LIABILITIES> 247,791
<BONDS> 0
0
0
<COMMON> 55
<OTHER-SE> 110,155
<TOTAL-LIABILITY-AND-EQUITY> 792,059
<SALES> 0
<TOTAL-REVENUES> 24,404
<CGS> 0
<TOTAL-COSTS> 12,838
<OTHER-EXPENSES> 4,492
<LOSS-PROVISION> 1,479
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,595
<INCOME-TAX> 2,230
<INCOME-CONTINUING> 3,365
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,365
<EPS-PRIMARY> .30<F1>
<EPS-DILUTED> .27
<FN>
<F1>EPS PRIMARY SHOWN ABOVE IS ACTUALLY EPS BASIC AS
REQUIRED.
</FN>
</TABLE>
