<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- ----- EXCHANGE ACT OF 1934
For the quarterly period 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 0-19239
----------
LAW COMPANIES GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-0537111
---------------------------------- ----------------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
114 TownPark Drive, Kennesaw, Georgia 30144
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 590-4600
----------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 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 of Common Stock of the Company, par value $1.00 per share,
outstanding at June 1, 1996 was 1,913,095.
<PAGE>
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
as of March 31, 1996 and December 31, 1995............. 1
Condensed Consolidated Statements of Income
for the Quarters Ended March 31, 1996 and 1995......... 3
Condensed Consolidated Statements of Cash Flows
for the Quarters Ended March 31, 1996 and 1995......... 4
Notes to Condensed Consolidated
Financial Statements................................... 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS................................... 6
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS......................................... 11
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................ 11
SIGNATURE.................................................... 12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
LAW COMPANIES GROUP, INC.
(IN THOUSANDS)
March 31, December 31,
1996 1995
--------- ------------
Assets
Current assets:
Cash and cash equivalents $ 5,530 $ 4,913
Billed fees receivable, net
of allowance 53,962 58,399
Unbilled work in progress 35,044 32,863
Other receivables 1,505 1,970
Employee advances 681 560
Prepaid expenses 2,997 2,626
Deferred income taxes 1,687 1,616
-------- --------
Total current assets 101,406 102,947
Property and equipment:
Land and buildings 8,702 8,589
Equipment 34,560 34,621
Automobiles 4,221 4,345
Furniture and fixtures 14,039 14,028
Leasehold improvements 4,107 4,258
-------- --------
65,629 65,841
Less accumulated
depreciation and
amortization 40,176 39,786
-------- --------
25,453 26,055
Other Assets:
Equity investments 1,434 1,402
Goodwill, net 13,626 13,938
Deposits and other assets 2,095 3,962
-------- --------
17,155 19,302
-------- --------
$144,014 $148,304
======== ========
See accompanying notes.
1
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CONDENSED CONSOLIDATED BALANCE SHEETS
LAW COMPANIES GROUP, INC.
(IN THOUSANDS)
March 31, December 31,
1996 1995
--------- ------------
Liabilities and shareholders' equity
Current liabilities:
Short-term borrowings $ 963 $ 1,201
Accounts payable 18,652 20,855
Billings in excess of costs and fees
earned on contracts in progress 11,756 9,515
Accrued payroll and other employee
benefits 8,571 9,455
Accrued professional liability
reserve 6,201 6,349
Other accrued expenses 18,839 17,248
Income taxes payable 4,326 4,181
Current portion of long-term debt 35,565 3,759
-------- --------
Total current liabilities 104,873 72,563
Long-term debt 11,549 47,463
Deferred income taxes 10,984 10,948
Minority interest in equity of
subsidiaries 1,404 1,504
Shareholders' equity:
Class A common stock--$10 par value:
stated at $1.00; authorized: 5,000,000
shares; issued and outstanding: 0
shares in 1996 and 1,533,106 shares in
1995 -- 1,533
Common stock--$1 par value:
authorized: 10,000,000 shares; issued
and outstanding: 1,906,283
shares in 1996 and 361,266 in 1995 1,906 361
Additional paid in capital 15,021 14,823
Retained earnings 3,556 3,794
Foreign currency translation adjustment (5,279) (4,685)
-------- --------
15,204 15,826
-------- --------
$144,014 $148,304
======== ========
See accompanying notes.
2
<PAGE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
LAW COMPANIES GROUP, INC.
(IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Quarter
Ended March 31,
-------------------
1996 1995
-------- --------
Gross fees $83,016 $94,696
Less: Cost of outside services 10,348 13,560
------- -------
Net fees 72,668 81,136
Direct costs and expenses:
Payroll 21,479 23,228
Job related expenses 7,547 7,936
------- -------
Gross profit 43,642 49,972
Indirect costs and expenses:
Payroll 16,662 17,341
Other expenses 24,932 27,675
------- -------
Operating income 2,048 4,956
Other income (expense):
Interest expense (1,101) (1,406)
Deferred financing costs (1,070) --
Other income (expense) (13) 29
------- -------
Income (loss) before
income taxes, minority
interests, and equity
investments (136) 3,579
Income tax (provision) (100) (1,697)
Minority interests -- (54)
Equity investments -- (100)
------- -------
Net income (loss) $ (236) $ 1,728
======= =======
Net income (loss) per common share $ (.12) $ .84
======= =======
See accompanying notes.
3
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
LAW COMPANIES GROUP, INC.
(IN THOUSANDS)
For the Quarter
Ended March 31,
-------------------
1996 1995
-------- --------
OPERATING ACTIVITIES
Net income (loss) $ (236) $1,728
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 2,028 2,161
Provision for losses on
receivables 524 593
Provision for losses on claims 7 --
Deferred income taxes provision (benefit) (35) 756
Undistributed (earnings) losses from
equity investments -- 100
Minority interest in income (loss) of
subsidiaries -- 54
Gain (loss) on disposal of
property and equipment 13 (45)
------- ------
2,301 5,347
Changes in operating assets and
liabilities:
Billed fees receivable 3,913 2,441
Unbilled work in progress (2,181) (9,470)
Other current assets (28) 1,536
Accounts payable and accrued expenses (2,575) 841
Billings in excess of costs and fees
earned on contracts in progress 2,241 37
------- ------
Net cash provided by operating activities 3,671 732
INVESTING ACTIVITIES
Purchases of property and equipment (920) (1,825)
Proceeds from disposal of property and
equipment and equity investments 5 --
Other, net 974 295
------- ------
Net cash provided by (used in) investing activities 59 (1,530)
FINANCING ACTIVITIES
Net (payments) proceeds on short-term borrowings (239) 80
Net (payments) proceeds on revolving
line of credit and long-term borrowings (4,108) 1,498
Deferred financing costs 1,070 --
Issuance of shares of common stock 210 --
------- ------
Net cash provided by financing activities (3,067) 1,578
Effect of exchange rate changes on cash (46) 222
------- ------
Increase in cash and cash equivalents 617 1,002
Cash and cash equivalents at beginning of period 4,913 6,601
------- ------
Cash and cash equivalents at end of period $ 5,530 $ 7,063
======= ======
See accompanying notes.
4
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
LAW COMPANIES GROUP, INC.
NOTE 1 - There have been no significant changes in the accounting policies of
the Company during the periods presented, except as noted below. For a
description of these policies, see Note 1 of Notes to Consolidated Financial
Statements for the year ended December 31, 1995 in the Company's Form 10-K.
NOTE 2 - The unaudited condensed consolidated financial statements presented
herein have been prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and note disclosures required by generally
accepted accounting principles. These statements should be read in conjunction
with the Consolidated Financial Statements and Notes for the year ended December
31, 1995 included in the Company's Form 10-K. The accompanying condensed
consolidated financial statements at and for the three months ended March 31,
1996 and 1995 have not been audited by independent auditors in accordance with
generally accepted auditing standards, but in the opinion of management such
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to summarize fairly the Company's consolidated
financial position and results of operations. The results of operations for the
three months ended March 31, 1996 may not be indicative of the results that may
occur during the year ending December 31, 1996.
NOTE 3 - On May 10, 1996, the Company obtained an amended credit facilities
commitment from its banks, extending the maturity date of the existing credit
facilities through January 15, 1997. Consequently, the long-term debt of
approximately $32 million under these amended credit facilities has been
classified as current as of March 31, 1996.
NOTE 4 - Effective as of January 1, 1996, pursuant to the Company's Third
Restated Articles of Incorporation, all shares of Class A stock automatically
converted into shares of Common Stock on a one-for-one basis.
5
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following table sets forth, for the three month periods indicated, (i) the
percentage of net fees represented by certain items reflected in the Company's
condensed consolidated statements of income and (ii) the percentage increase or
decrease in each of such items in 1996 from the comparable period in the prior
year. The Company measures its operating performance on the basis of net fees
since a substantial portion of gross fees flow through to clients as costs of
subcontractors and other project-specific outside services. Net fees are
determined by deducting the cost of these outside services from gross fees.
This table and the subsequent discussion should be read in conjunction with the
Condensed Consolidated Financial Statements and notes to Condensed Consolidated
Financial Statements contained elsewhere in this Form 10-Q.
Year to
Year
Percentage
Three Month Increase
Periods Ended March 31, (Decrease)
----------------------- ------------
1996 1995 1996 vs 1995
-------- -------- ------------
Net fees 100.0% 100.0% (10.4%)
Gross profit 60.1% 61.6% (12.7%)
Indirect costs and 57.2% 55.5% (7.6%)
expenses
Operating income 2.8% 6.1% (58.7%)
Net income (loss) (0.3%) 2.1% (113.7%)
RESULTS OF OPERATIONS
Consolidated net fees of $72.7 million for the first three months of 1996
decreased 10.4% from net fees of $81.1 million for the same period in 1995. The
Domestic Group's net fees decreased 12.9% from $55.6 million for the first three
months of 1995 to $48.4 million for the same period in 1996. This decrease was
due to the following reasons: several weeks of inclement winter weather in the
North and East regions of the United States, the effects of the Company's focus
on its cost structure and competitiveness as opposed to growth, lack of
regulatory pressure to drive environmental markets, and overall competitiveness
in the markets for the Domestic Group's services. For 1996 and future years,
the Company has initiated a domestic national marketing development program
designed to increase the Company's market share and net fees. Specifically, the
goals are to position the Company to take further advantage of major work
opportunities that exist in the market for the Company's core competencies and
services by targeting specific large national clients. Another goal of this
program is to develop a structure for quick and effective response to marketing
opportunities as they are identified at all levels -- national, regional, and
local. A separate business development and project management program is
underway that is designed to assist local offices with local business
development capabilities and to improve local profitability through better
pricing strategies.
6
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The International Group's net fees for the first quarter of 1996 decreased 5.1%
from $25.5 million to $24.3 million. This was primarily attributable to the
decrease in the average value of the dollar of 6.1% in the first quarter of 1996
compared to the average value of the dollar in the first quarter of 1995.
The gross profit margin decreased from 61.6% in the first quarter of 1995 to
60.1% for the same period in 1996. The Domestic Group's gross profit margin
decreased to 65.7% in the first quarter of 1996 from 67.1% for the same period
in 1995. This decrease was attributable to a slight increase in non-billable
job-related expenses and an increase in direct labor costs. The International
Group's gross profit margin decreased slightly from 49.7% in the first quarter
of 1995 to 48.8% for the same period in 1996. This decrease is attributable to
an increase in non-billable job-related expenses, which has been slightly offset
by a decrease in direct labor costs.
Indirect costs and expenses were $41.6 million, or 57.2% of 1996 first quarter
net fees, compared with $45.0 million, or 55.5% of 1995 first quarter net fees.
This decrease of 7.6% is attributable to the Company's 1996 cost reduction and
labor utilization initiatives. In addition to the domestic marketing and
business development initiatives mentioned above, the Company has initiated
other programs, focused on the domestic business, with overall goals to maximize
efficiency and profitability and to positively effect change in the Company's
culture. These programs include an initiative to measure and improve
contribution to the Company's overall goals and objectives, on both an
individual and an organizational level. These initiatives focus on specific
financial drivers and help determine how individual and organizational efforts
can positively impact these drivers.
Another program is focused on technical delivery, quality control, and quality
assurance. The central objectives to this program are to reassess technical
delivery throughout the Company and to enable the Company to make immediate
improvements in the utilization of staff; to reassess quality assurance and
quality control rules, responsibilities, and structure in order to improve work
quality; and to define and implement standard procedures for technical execution
and delivery. The Company has also focused on improving procurement activities
designed to reduce material and service costs by development and negotiation of
national contracts to take advantage of the Company's overall purchasing power.
The areas of initial focus include office supplies, travel management, office
equipment, telecommunications and cellular services, offsite data management,
forms management, and vehicle leasing.
In addition, the Company has begun to review its overhead cost structure. This
review will analyze the functions provided by each department, the value related
to these functions, and the cost to perform and maintain these functions. This
review is intended to provide that the Company is making the most efficient use
of the capital required to support these areas. While the intent of these
programs is to increase profits, there can be no assurance that they will be
successful.
Interest expense decreased to $1.1 million in 1996's first quarter compared to
$1.4 million for the same period in 1995. This decrease was related to lower
average outstanding debt and interest rebates in the International Group.
Deferred financing costs of $1.1 million related to the renegotiation of the
Company's credit facilities were also recorded in the first quarter of 1996.
The effective income tax rates for the first three months of 1996 and 1995 were
(73.5)% and 47.4%, respectively. The effective tax rates were higher than the
statutory federal rate of 34% due primarily to the effect of state income taxes
and certain nondeductible expenses.
7
<PAGE>
In the first quarter of 1996, the Company recorded a net loss of $236,000, or
$(0.12) per share, compared to net income of $1.7 million, or $.84 per share,
for the first quarter of 1995.
CURRENCY TRANSLATION
The translation of the Company's foreign subsidiaries' financial statements into
U.S. dollars is done in multiple steps. First, all foreign operations are
measured into the functional currencies of the foreign subsidiaries' economic
environments by utilizing a combination of current, average, and historic
exchange rates, with translation impacts being included in income. The foreign
subsidiaries' functional currency financial statements are translated into U.S.
dollars, the Company's reporting currrency, utilizing current and average
exchange rates, resulting in an adjustment to shareholders' equity. In
addition, transactions denominated in different currencies result in exchange
gains or losses which are included in income. The impact of foreign currency
translation and exchange transactions included in income was not significant in
the first quarter of 1996. The translation of the Company's foreign
subsidiaries' in the first quarter of 1996 resulted in a $.6 million change in
the Foreign Currency Translation Adjustment component of shareholders' equity.
This change was caused by a 1.7% increase in the strength of the dollar relative
to the pound sterling from the rate at December 31, 1995 to the rate at March
31, 1996.
DEBT AND SHORT-TERM BORROWINGS
The Company reported debt and short-term borrowings of $48.1 million at March
31, 1996, compared to $52.4 million at December 31, 1995. At December 31, 1995,
the Company was not in compliance with all the restrictive covenants in the bank
credit facility agreements. On March 8, 1996, the Company received a waiver
from its banks for the restrictive covenant violations. On April 30, 1996, the
Company received a 10-day extension from its banks. On May 10, 1996, the
Company received a commitment from its banks to modify and extend its credit
facilities to January 15, 1997. These revised credit facilities are secured by
substantially all assets of the Company and substantially all stock of its
subsidiaries. The revised credit facilities, in addition to customary
restrictions normally contained in credit facilities of this type, include
certain restrictions relating to, among other things, maintaining debt within
approved limits, maintaining a minimum specified tangible net worth, limitations
on capital expenditures and share repurchases, and achievement of certain fixed
charge and interest coverage ratios.
LIQUIDITY AND CAPITAL RESOURCES
Prior to 1995, certain of the Company's subsidiaries filed their federal income
tax returns on the cash basis of accounting. Effective January 1, 1995, these
subsidiaries changed their method of accounting from the cash to the accrual
method for federal income tax purposes. Accordingly, previously deferred income
of approximately $47 million at January 1, 1995 will be included in taxable
income over a four year period beginning in 1995. The Company anticipates income
tax payments of approximately $2.5 million in 1996 related to this change in
income tax accounting.
The Company believes that its cash provided by operations and borrowings
available under the bank credit facilities will be sufficient to meet its base
operating requirements and capital expenditures through December 31, 1996. The
Company's ability to fund growth, other than at minimum levels, will depend on
profitability and working capital management, primarily in the areas of accounts
receivable and work in progress. The Company believes that a moderate shortfall
in operating profits could be offset by more
8
<PAGE>
intense accounts receivable collection efforts. However, should the Company's
profitability and working capital management both fall below management's
minimum expectations, the Company would be required to evaluate alternative
means of raising debt or equity capital. There can be no assurance that the
Company will be able to negotiate an extension to the 1996 revised credit
facilities beyond January 15, 1997. As a result, all debt under these revised
credit facilities as of March 31, 1996 has been classified as current
liabilities.
The Company has engaged a financial advisor, Alex. Brown & Sons Incorporated, to
assist in developing a financial plan consistent with the Company's strategic
objectives. Within the scope of the financial advisor's role is the analysis
and review of the Company's current capital structure and evaluation of
alternative means of raising debt or equity capital.
The bank credit facilities prohibit principal payments on existing notes of
approximately $13.5 million (as of May 1, 1996) or any future notes owed by the
Company to former shareholders. Principal payments scheduled to be due in 1996
on these notes are approximately $2.6 million. The existing notes as well as any
future notes to former shareholders are subordinated to the bank credit
facilities.
The Company's 401(k) Savings Plan (the Plan) permits employees to elect to
invest their Plan contributions in Company Common Stock, and provides that the
Company's matching contributions, if any, under the Plan are made in the form of
Company Common Stock. As of May 10, 1996, the Board of Directors of the Company
determined to temporarily terminate all purchases of Company Common Stock under
the Plan whether as employee contributions or as Company matching contributions.
This termination was effected in light of conditions regarding the Company's
financial position, including (i) negotiations regarding extension of the
Company's credit facilities, (ii) the Company's failure to timely file its 1995
Annual Report on Form 10-K, and (iii) the related unavailability of a current
appraisal of the fair market value of the Common Stock. The Company has made no
determinations regarding the appropriate time to reinstate the provisions to
allow purchases of shares of Common Stock under the Plan, and there can be no
assurance that the Company will reinstate such provisions.
FORWARD LOOKING STATEMENTS
The above statements contained herein under the caption "Management's Discussion
and Analysis of Financial Condition and Results of Operations" constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual
results, performance, or achievements of the Company to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. Such factors include, among other things,
business conditions and growth in the economy, including the construction sector
in particular, competitive factors, including price pressures, the ability to
control internal costs that are not passed on to the Company's clients, the
ability to manage cash flow and working capital, the ability to obtain longer
term financing on acceptable terms to support the Company's operations and other
factors referenced elsewhere herein.
9
<PAGE>
EFFECT OF INFLATION
General economic inflation had the effect of increasing the Company's basic
costs of operations. These increased costs were generally recovered through
increases in contract prices.
CASH PROVIDED BY OPERATIONS
Cash provided by operations in the first quarter of 1996 was $3.7 million
compared to $.7 million for the same period in 1995. This increase is primarily
attributable to better working capital management in the areas of accounts
receivable and the timely conversion of unbilled work in progress to accounts
receivable.
CAPITAL EXPENDITURES
Capital expenditures for the first three months of 1996 were $.9 million. This
represents a decrease of $.9 million from the first three months of 1995. This
decrease was in line with the Company's 1996 capital expenditures plan, as well
as within the limits imposed by the revised credit facilities. The Company is
required to limit capital spending to $6.0 million in 1996. During this period,
the Company completed the installation of its new project and financial
accounting system and continued to upgrade existing computer equipment. The
Company has no other material commitments for purchases of additional equipment.
DIVIDENDS
Dividends are prohibited by the bank credit facilities.
10
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders
The Company held a Special Meeting of Shareholders on February 2, 1996
in Kennesaw, Georgia for the purpose of amending the Company's Third
Restated Articles of Incorporation to provide for appraisal of the
Company's Common Stock at least as often as annually. The shareholders
approved the amendment as set forth below.
For Against/Abstained
--------- -------------------
Proposal to Amend
the Company's Third
Restated Articles of 1,398,685 15,583
Incorporation
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 - Computation of Earnings Per Share Page:
27 - Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the
quarter ended March 31, 1996.
11
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, Law Companies Group, Inc., has duly caused this amendment
to be signed on its behalf by the undersigned, thereunto duly authorized.
LAW COMPANIES GROUP, INC.
/s/ Robert B. Fooshee
- -------------------------------------
Robert B. Fooshee
Chief Financial Officer and Treasurer
Dated: July 12, 1996
12
<PAGE>
EXHIBIT 11
LAW COMPANIES GROUP, INC.
COMPUTATION OF EARNINGS PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Quarter Ended
----------------------
March 31, March 31,
1996 1995
--------- ---------
Net income (loss) $ (236) $1,728
====== ======
Average number of shares of
capital stock outstanding 1,903 1,930
Assuming exercise of
options based on the
treasury stock method using
average market price -- 126
------ ------
Average number of primary
shares of capital stock
outstanding 1,903 2,056
Primary earnings (loss) per share $ (.12) $ .84
====== ======
Average number of shares
of capital stock
outstanding 1,903 1,903
Assuming exercise of
options based on the
treasury stock method using
previous year end market price -- 126
------ ------
Average number of shares of
capital stock outstanding
assuming full dilution 1,903 2,056
====== ======
Fully diluted earnings
(loss) per share $ (.12) $ .84
====== ======
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 5,530
<SECURITIES> 0
<RECEIVABLES> 57,314
<ALLOWANCES> 3,352
<INVENTORY> 35,044
<CURRENT-ASSETS> 101,406
<PP&E> 65,629
<DEPRECIATION> 40,176
<TOTAL-ASSETS> 144,014
<CURRENT-LIABILITIES> 104,873
<BONDS> 0
0
0
<COMMON> 1,906
<OTHER-SE> 13,298
<TOTAL-LIABILITY-AND-EQUITY> 144,014
<SALES> 83,016
<TOTAL-REVENUES> 83,016
<CGS> 0
<TOTAL-COSTS> 39,374
<OTHER-EXPENSES> 41,070
<LOSS-PROVISION> 524
<INTEREST-EXPENSE> 2,171
<INCOME-PRETAX> (136)
<INCOME-TAX> 100
<INCOME-CONTINUING> (236)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (236)
<EPS-PRIMARY> (.12)
<EPS-DILUTED> (.12)
</TABLE>
