<PAGE> 1
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the Period Ended March 31, 1999.
Commission file number: 0-21229
- -------------------------------------------------------------------------------
STERICYCLE, INC.
(exact name of registrant as specified in its charter)
DELAWARE 36-3640402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
28161 N. KEITH DRIVE
LAKE FOREST, ILLINOIS 60045
(Address of principal executive offices) (Zip Code)
(847) 367-5910
(Registrant's telephone number, including area code)
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 periods 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
--- ---
As of May 13, 1999 there were 14,549,899 shares of the Registrant's
Common Stock outstanding.
===============================================================================
<PAGE> 2
STERICYCLE, INC. AND SUBSIDIARIES
INDEX TO FORM 10-Q
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION PAGE
----
<S> <C> <C>
Item 1. Condensed Consolidated Financial Statements of Stericycle, Inc.
And Subsidiaries
Condensed Consolidated Balance Sheets
March 31, 1999 (unaudited) and December 31, 1998................. 1
Condensed Consolidated Statements of Operations
Three months ended March 31, 1999 and 1998 (unaudited)........... 2
Condensed Consolidated Statements of Cash Flows
Three months ended March 31, 1999 and 1998 (unaudited)........... 3
Notes to Condensed Consolidated Financial Statements................. 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................ 7
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K............................... 12
</TABLE>
<PAGE> 3
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT FOR SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,805 $ 1,283
Short-term investments 536 536
Accounts receivable, less allowance for doubtful
accounts of $670 in 1999 and $901 in 1998 16,104 16,582
Parts and supplies 999 1,291
Prepaid expenses 1,459 1,283
Other 1,467 835
--------- ---------
Total current assets 40,370 21,810
--------- ---------
Property, plant and equipment:
Land 680 680
Buildings and improvements 6,173 5,987
Machinery and equipment 24,438 23,794
Office equipment and furniture 1,152 1,082
Construction in progress 869 1,007
--------- ---------
33,312 32,550
Less accumulated depreciation (10,306) (9,450)
--------- ---------
Property, plant and equipment, net 23,006 23,100
--------- ---------
Other assets:
Goodwill, less accumulated amortization of $4,359
in 1999 and $3,551 in 1998 54,889 49,112
Other 3,738 3,733
--------- ---------
Total other assets 58,627 52,845
--------- ---------
Total assets $ 122,003 $ 97,755
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long term debt $ 2,771 $ 5,499
Accounts payable 2,928 6,502
Accrued liabilities 6,435 6,465
Deferred revenue 1,363 2,178
--------- ---------
Total current liabilities 13,497 20,644
--------- ---------
Long-term debt, net of current portion 4,127 23,460
Shareholders' equity:
Common stock (par value $.01 per share, 30,000,000 shares authorized,
14,500,104 issued and outstanding
in 1999, 10,865,862 issued and outstanding in 1998) 145 109
Additional paid-in capital 134,159 85,894
Accumulated deficit (29,925) (32,352)
--------- ---------
Total shareholders' equity 104,379 53,651
--------- ---------
Total liabilities and shareholders' equity $ 122,003 $ 97,755
========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
(UNAUDITED)
------------------------------
1999 1998
------------ ------------
<S> <C> <C>
Revenues $ 23,868 $ 13,255
Costs and expenses:
Cost of revenues 15,861 9,298
Selling, general and administrative 5,084 3,090
------------ ------------
Total costs and expenses 20,945 12,388
------------ ------------
Income from operations 2,923 867
Other income (expense)
Interest income 77 58
Interest expense (363) (62)
------------ ------------
Other income, net 383 --
------------ ------------
Total other income (expense) 97 (4)
------------ ------------
Income before income taxes 3,020 863
Income tax expense 593 83
------------ ------------
Net income $ 2,427 $ 780
============ ============
Earnings per share - Basic $ 0.19 $ 0.07
============ ============
Earnings per share - Diluted $ 0.18 $ 0.07
============ ============
Weighted average number of
common shares outstanding - Basic 13,068,931 10,480,399
============ ============
Weighted average number of
common shares outstanding - Diluted 13,534,530 11,159,640
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
STERICYCLE, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
(UNAUDITED)
--------------------------
OPERATING ACTIVITIES: 1999 1998
-------- --------
<S> <C> <C>
Net Income $ 2,427 $ 780
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation and amortization 1,716 863
Change in operating assets and liabilities, net of effects
of acquisitions:
Accounts receivable 478 (1,259)
Parts and supplies 292 (8)
Prepaid expenses (176) 51
Other assets (637) (173)
Accounts payable (3,574) (391)
Accrued liabilities (30) (1,134)
Deferred revenue (815) 350
-------- --------
Net cash used in operating activities (319) (921)
-------- --------
INVESTING ACTIVITIES:
Payments for acquisitions, net of cash acquired (5,399) (670)
Capital expenditures (983) (497)
-------- --------
Net cash used in investing activities (6,382) (1,167)
-------- --------
FINANCING ACTIVITIES:
Net payments on line of credit (16,359) --
Proceeds from subordinated debt 2,750 --
Repayment of subordinated debt (5,500)
Repayment of long term debt (2,902) (396)
Payments of deferred financing costs (35)
Principal payments on capital lease obligations (50) (13)
Net proceeds from secondary public offering 47,176
Proceeds from other issuances of common stock 143 37
-------- --------
Net cash provided by (used in) financing activities 25,223 (372)
-------- --------
Net increase (decrease) in cash and cash equivalents 18,522 (2,460)
Cash and cash equivalents at beginning of period 1,283 5,374
-------- --------
Cash and cash equivalents at end of period 19,805 2,914
======== ========
Net issuances of notes payable for certain acquisitions $ -- $ 130
Net issuances of common stock for certain acquisitions $ 982 $ --
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
annual consolidated financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations; but the Company believes the disclosures in the
accompanying condensed consolidated financial statements are adequate to make
the information presented not misleading. In the opinion of management, all
adjustments necessary for a fair presentation for the periods presented have
been reflected and are of a normal recurring nature. These condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto for the three years ended
December 31, 1998, as filed with the Company's 1998 Annual Report on Form 10-K.
The results of operations for the three-month period ended March 31, 1999 are
not necessarily indicative of the results that may be achieved for the entire
year ending December 31, 1999.
NOTE 2. ACQUISITIONS
In January 1999, the Company purchased the customer lists and selected
other assets of Enviromental Transloading Services, Inc., in Los Angeles,
California, and Medical Resources Corporation, in Farmington, New Mexico. In
February 1999, the Company purchased the customer lists and selected other
assets of Medical Resource Recycling Systems, Inc., in Spokane, Washington,
Southwest Medecol, L.L.C., in Amarillo, Texas, and Medical Express & General
Courier Service, Inc., in Pittsburgh, Pennsylvania. In March 1999, the Company
purchased the customer list and selected other assets of Enviro-Tech Disposal,
a division of Lancaster General Service Business Trust, in Lancaster,
Pennsylvania and Arizona Medical Waste Management, Inc. in Glendale, Arizona.
Also in March 1999, the Company acquired certain west Texas routes from
Browning-Ferris, Inc.
The aggregate purchase price for these eight acquisitions was
approximately $5,045,000 (exclusive of liabilities assumed in two cases), of
which approximately $3,266,000 was paid in cash, approximately $1,445,000
4
<PAGE> 7
was paid (or will be paid) by the issuance of unregistered shares of the
Company's common stock, and $225,000 was paid by the issuance of notes in two
cases. In addition, the Company assumed certain liabilities of one the sellers
in the amount of approximately $105,000. In the case of one of the
acquisitions, the purchase price is subject to a downwards adjustment if
revenues from the customer contracts acquired do not reach certain specified
levels.
NOTE 3. STOCK OPTIONS
During the quarter ended March 31, 1999, options to purchase common
stock totaling 350,588 shares were granted to key employees. These options will
vest ratably over a five year period and have an average exercise price of
approximately $12.83 per share. The grant of options was made under the
Company's 1997 Stock Option Plan, which authorized the grant of options for a
total of 1,500,000 shares of the Company's common stock. The 1997 Stock Option
Plan was approved by the Company's stockholders in April 1997.
5
<PAGE> 8
NOTE 4. STOCK ISSUANCES
During the quarter ended March 31 1999, options to purchase 64,809
shares of common stock were exercised at prices ranging from $0.53 - $8.00 per
share. The Company also issued 69,433 shares of common stock in connection with
certain acquisitions. In February 1999, the Company issued 3,500,000 shares of
common stock at a price to the public of $14.50 in a second public offering of
common stock.
NOTE 5. INCOME TAXES
Prior to 1997, the Company had generated net operating losses for
income tax purposes. Any benefit resulting from these net operating losses has
been offset by a valuation allowance. Annual utilization of the Company's net
operating loss carryforward is limited by Internal Revenue Code Section 382.
The Company's income tax expense reflects federal taxable income expected in
excess of the Section 382 limitation and income taxes in states where the
Company has no offsetting net operating losses.
NOTE 6. SUBSEQUENT EVENTS
On April 14, 1999, the Company entered into agreements with Allied
Waste Industries, Inc. ("Allied") pursuant to which the Company will acquire
all of the medical waste management operations of Browning-Ferris Industries,
Inc. ("BFI") in the United States, Canada and Puerto Rico, and, in addition,
all of Allied's medical waste management operations, for $440 million in cash.
Allied is in the process of acquiring BFI in a $9.1 billion merger.
The Company's acquisition of BFI's and Allied's medical waste
management operations is contingent upon Allied's completion of its acquisition
of BFI, and is expected to close concurrently with or shortly following the
closing of Allied's acquisition. The Company's acquisition is also subject to a
number of other conditions, including, among these conditions, regulatory
clearance and receipt of the financing necessary to complete the acquisition.
6
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company provides regulated medical waste collection,
transportation, treatment, disposal, reduction, reuse and recycling services to
its customers, together with related training and education programs and
consulting services. The Company also sells ancillary supplies and in selected
geographic service areas transports pharmaceuticals, photographic chemicals,
lead foil and amalgam for treatment and recycling. Internationally, the Company
licenses its patented machinery technology and occasionally sells equipment.
The following summarizes (in thousands) the Company's operations:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
---- ----
$ % $ %
<S> <C> <C> <C> <C>
Revenues $ 23,868 100.0 $ 13,255 100.0
Cost of revenues 15,861 66.5 9,298 70.1
Gross profit 8,007 33.5 3,957 29.9
Selling, general and administrative
expenses 5,084 21.3 3,090 23.3
Income from operations 2,923 12.2 867 6.5
Net income 2,427 10.2 780 5.9
Depreciation and amortization 1,716 7.2 863 6.5
EBITDA 5,022 21.0 1,730 13.1
</TABLE>
THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED
MARCH 31, 1998
Revenues. Revenues increased $10,613,000, or 80.1%, to $23,868,000
during the three months ended March 31, 1999 from $13,255,000 during the
comparable period in 1998 as the Company continued to implement its strategy of
focusing on sales to higher-margin alternate care generators while
simultaneously paring certain lower-margin accounts with large quantity
generators. The increase also reflects $1,860,000 in revenues from the sale of
equipment to a Brazilian company, Companhia Auxiliar de Viacao e Obras ("CAVO").
During the three months ended March 31, 1999, acquisitions contributed
$8,346,000 to the increase in revenues as compared to the prior
7
<PAGE> 10
year. For the quarter, internal revenue growth for alternate care generators
increased 15.3% while revenues from large quantity generators decreased by 6%.
Cost of Revenues. Cost of revenues increased $6,563,000, or 70.1%, to
$15,861,000 during the three months ended March 31, 1999 from $9,298,000 during
the comparable period in 1998. The increase was primarily due to the
substantial increase in revenues during the three months ended March 31, 1999
compared to the same period in 1998 and to the cost of equipment supplied to
CAVO. The gross margin percentage increased to 33.6% during the three months
ended March 31, 1999 from 29.9% during the same period in 1998 as a result the
further integration of new acquisitions into the Company's existing
infrastructure, lower relative costs relating to the changing mix of alternate
care and large quantity generators, increased utilization of existing treatment
capacity and sale of equipment internationally.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased to $5,084,000 for the three months ended
March 31, 1999 as compared to $3,090,000 for the comparable period in 1998. The
increase was largely the result of increases in selling and marketing expenses
as a result of the Company's acquisitions, higher amortization of goodwill,
expansion of the sales network, and increased administrative costs related to
the higher volume. Selling, general and administrative expenses as a percentage
of revenues decreased to 21.3% during the three months ended March 31, 1999
from 23.3% during the comparable period in 1998. Excluding amortization,
selling, general and administrative expenses as a percent of revenue decreased
to 18.9% during the three months ended March 31, 1999 from 21.0% during the
comparable period in 1998.
EBITDA. Earnings before interest, income taxes, depreciation and
amortization ("EBITDA") increased by 190% to $5,022,000 for the three months
ended March 31, 1999 as compared to $1,730,000 for the comparable period in
1998.
Interest Income and Interest Expense. Interest income increased to
$77,000 during the three months ended March 31, 1999 from $58,000 during the
comparable period in 1998 primarily due to the investing of proceeds from the
issuance of common stock in a public offering during the quarter offset by
lower cash balances prior to the stock issuance. Interest expense increased to
$363,000 during the three months ended March 31, 1999 versus the prior year
primarily due to increased interest expense related to borrowings associated
with acquisitions completed prior to the completion of the public offering. A
portion of the proceeds from the public offering was used to payoff the
acquisition borrowings previously incurred.
8
<PAGE> 11
Other Income and Expense. A one-time gain of $656,000 on the sale of
routes by the Company's majority owned subsidiary, Complete Compliance
Corporation ("3CI"), was partially offset by a one-time non-cash expense of
$192,000 for warrants issued with bridge loan borrowings in December 1998 and
January 1999.
Income Tax Expense. The effective tax rate of approximately 19.6% for
the three months ended March 31, 1999 reflects federal taxable income expected
in excess of Internal Revenue Code Section 382 limitations on the annual
utilization of the Company's net operating loss carryforward and state income
taxes in states where the company has no offsetting net operating losses.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1999 the Company's working capital was $26,873,000
compared to working capital of $1,166,000 at December 31, 1998. The increase in
working capital is primarily due to higher cash balances and lower current
liabilities as a result of the public offering completed in February 1999. The
Company has available, beginning in October 1998, a $25,000,000 revolving line
of credit secured by the Company's accounts receivable and all of its other
assets. At March 31, 1999 the Company did not have any borrowings under this
line. In February 1999, the Company successfully completed a second public
offering of common stock and raised $47,176,000 net of offering costs.
Net cash used in operating activities was positively impacted by the
improvement in net income plus depreciation and amortization of $2,500,000 for
the three months ended March 31, 1999 compared to the same period in 1998.
Actual net cash used in operating activities was $319,000 during the three
months ended March 31, 1999 compared to net cash used of $921,000 for the
comparable period in 1998. This decrease primarily reflects higher net income,
depreciation and amortization expense offset by a reduction of accounts payable
and deferred revenue.
Net cash used in investing activities for the period ended March 31,
1999 amounted to $6,382,000 compared to $1,167,000 for the same period in 1998.
The increase is primarily due to the funding of acquisitions completed in 1999.
Capital expenditures were $983,000 for the three months ended March 31, 1999
compared to $497,000 for the same period in 1998. The increase in capital
spending is a result of improvements made to existing treatment facilities, the
movement of the corporate office to a new facility and facility improvements
made by the Company's subsidiaries, 3CI and Med Tech Environmental Limited.
Payments for acquisitions amounted to $5,399,000 during 1999.
9
<PAGE> 12
Net cash provided by financing activities was $25,223,000 during the
three months ended March 31, 1999 compared to net cash used in financing
activities of $372,000 for the same quarter in 1998. The difference between the
quarters results primarily from completion of the second public offering of
common stock, which raised $47,176,000 net of offering costs, partially offset
by the repayment of $24,761,000 in debt in the first quarter of 1999.
YEAR 2000 ISSUES
The Company has developed a plan to modify its information systems in
anticipation of the year 2000. The Company currently expects that this plan will
be substantially implemented by June 1999 at a cost not to exceed $200,000. In
light of the Company's progress to date and the fact that the Company's business
is not significantly affected by the software employed by its vendors and
customers, the Company does not anticipate that the year 2000 will present any
material problems in respect of the Company's key products and services.
The Company's plan for the year 2000 comprises both remediating the
Company's existing hardware and software and upgrading the Company's business
information systems generally. The Company initiated the upgrading process in
1998, for reasons unrelated to year 2000 issues, in order to respond to the
growth in size of the Company's business and the inefficiencies caused by
disparate hardware and software systems. The Company's upgrading of its business
information systems has the benefit of enabling the Company to become year 2000
compliant in the course of the upgrade.
The Company has conducted an extensive review of potential year 2000
issues. The Company's assessment of its treatment facilities and equipment
concluded that there was no risk that the Company would be unable to treat
regulated medical waste as a result of year 2000 issues. The new software that
the Company adopted in 1998 for accounting and related purposes is already year
2000 compliant. The Company's other software and computer hardware are
currently being tested, and upgrades or appropriate adjustments have been or
will be made in accordance with the Company's upgrade plans or as required. The
Company is also in the process of reviewing the year 2000 compliance status of
its significant vendors.
The Company believes that it has an effective plan in place to resolve
year 2000 issues in a timely manner. As of May 1999, and in the event that the
Company were unable to complete the remaining phases of its year 2000 plan, the
Company believes that, as a result of year 2000 issues solely affecting the
Company, the principal effect on the Company would be an inability to invoice a
small portion of its customers for the Company's services.
10
<PAGE> 13
The Company is also developing contingency plans to take into account
any inability of the Company itself and others to become fully year 2000
compliant in time. These plans involve, among other actions, implementing
manual systems, increasing inventories of parts and supplies and adjusting
staffing strategies.
FROM TIME TO TIME THE COMPANY ISSUES FORWARD-LOOKING STATEMENTS
RELATING TO SUCH THINGS AS ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS
PROSPECTS, ACQUISITION ACTIVITIES AND SIMILAR MATTERS.
A VARIETY OF FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS AND
EXPERIENCE TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS OR OTHER
EXPECTATIONS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THE RISKS
AND UNCERTAINTIES THAT MAY AFFECT THE COMPANY'S BUSINESS, FINANCIAL CONDITION
AND RESULTS OF OPERATION INCLUDE DIFFICULTIES AND DELAYS IN COMPLETING AND
INTEGRATING BUSINESS ACQUISITIONS; DELAYS AND DIVERSION OF ATTENTION RELATING
TO PERMITTING AND OTHER REGULATORY COMPLIANCE; DIFFICULTIES AND DELAYS RELATING
TO MARKETING AND SALES ACTIVITIES; AND GENERAL UNCERTAINTIES ACCOMPANYING THE
EXPANSION INTO NEW GEOGRAPHIC SERVICE AREAS.
11
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(b) The Company filed Current Reports (Amended) on Form 8-K/A on
January 4 and January 7, 1999, to file the financial statements and
pro forma financial information required in connection with the
Company's acquisition of Med-Tech Environmental Limited.
12
<PAGE> 15
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
STERICYCLE, INC.
By: /s/ Frank J.M. ten Brink
--------------------------------------
Frank J.M. ten Brink
Vice President, Chief Financial Officer
Principal Financial and Accounting Officer)
Date: May 13, 1999
<PAGE> 1
EXHIBIT 11
STERICYCLE, INC. AND SUBSIDIARIES
STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
(UNAUDITED)
--------------------------
1998 1998
------------ -----------
(UNAUDITED)
<S> <C> <C>
Weighted average common shares outstanding
- basic earnings per share 13,068,931 10,480,399
Common stock issuable upon assumed conversion
of stock options and warrants 465,599 679,241
Adjusted weighted average common shares outstanding
========== ===========
- diluted earnings per share 13,534,530 11,159,640
========== ===========
Net income (in thousands) $ 2,427 $ 780
========== ===========
Net income per share - basic $ 0.19 $ 0.07
========== ===========
Net income per share - diluted $ 0.18 $ 0.07
========== ===========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 19,805
<SECURITIES> 536
<RECEIVABLES> 16,774
<ALLOWANCES> 670
<INVENTORY> 999
<CURRENT-ASSETS> 40,370
<PP&E> 33,312
<DEPRECIATION> 10,306
<TOTAL-ASSETS> 122,003
<CURRENT-LIABILITIES> 13,497
<BONDS> 4,127
0
0
<COMMON> 145
<OTHER-SE> 104,234
<TOTAL-LIABILITY-AND-EQUITY> 122,003
<SALES> 0
<TOTAL-REVENUES> 23,868
<CGS> 0
<TOTAL-COSTS> 20,945
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 363
<INCOME-PRETAX> 3,020
<INCOME-TAX> 593
<INCOME-CONTINUING> 2,427
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,427
<EPS-PRIMARY> 0.19
<EPS-DILUTED> 0.18
</TABLE>
