<PAGE> 1
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 Quarterly Period ended October 31, 1998
[ ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 for the Transition Period ------to----
Commission File Number 33-98644
MCA FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)
Michigan 38-3014001
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
24700 Northwestern Hwy., 7th Floor, Southfield, MI 48075
(Address of principal executive offices)
(248) 358-5555
(Registrant's Telephone Number, including area code)
Indicate by check 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 [XX] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: As of November 19, 1998, there
were 656,495 shares of the issuer's common stock outstanding (including shares
subject to forfeiture).
<PAGE> 2
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
MCA FINANCIAL CORP.
CONSOLIDATED BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
October 31, 1998 January 31,
(Unaudited) 1998
------------ ------------
<S> <C> <C>
Cash $ 1,228,426 $ 1,533,143
Land contracts held for resale 18,030,714 20,741,228
Mortgages held for resale 144,180,032 102,190,985
Accounts receivable - mortgages sold 71,655,795 69,994,544
Accounts receivable 12,619,315 10,878,886
Accounts receivable - related parties 7,437,620 7,480,642
Mortgage servicing rights, net 444,983 3,270,904
Residual interests in securitizations 41,825,208 27,036,087
Investments 3,138,861 2,907,235
Property and office equipment, net 6,465,170 5,940,988
Deferred charges and other assets 7,198,144 7,038,120
------------ ------------
Total assets $314,224,268 $259,012,762
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Notes payable $219,137,169 $178,438,476
Subordinated debentures 18,329,553 16,054,000
Subordinated notes payable 45,000,000 15,000,000
Accounts payable 11,584,194 29,064,099
Accounts payable-related parties 1,464,453 921,913
Accrued interest and other expenses 5,571,804 4,440,564
Deferred federal income tax 1,704,000 1,479,000
------------ ------------
Total liabilities 302,791,173 245,398,052
------------ ------------
COMMITMENTS AND CONTINGENCIES - -
REDEEMABLE COMMON STOCK 278,261 278,261
------------ ------------
STOCKHOLDERS EQUITY
Common Stock
Authorized 3,750,000 shares
No par, stated value $.01 each
Issued and outstanding 544,312 shares at
January 31, 1998 and October 31, 1998 5,443 5,443
Preferred Stock (Series A)
Authorized 500,000 shares, $10 stated value
Issued and outstanding 203,022 shares at
January 31, 1998 and October 31, 1998 2,030,220 2,030,220
Preferred Stock (Series B)
Authorized 750,000 shares, $10 stated value
Issued and outstanding 336,619 shares at
January 31, 1998 and October 31, 1998 3,366,190 3,366,190
Additional paid-in capital 4,007,854 4,007,854
Retained earnings 1,745,127 3,926,742
------------ ------------
Total stockholders equity 11,154,834 13,336,449
------------ ------------
Total liability and stockholders equity $314,224,268 $259,012,762
============ ============
</TABLE>
See notes to consolidated financial statements
<PAGE> 3
MCA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
October 31, 1998 October 31, 1997 October 31, 1998 October 31, 1997
---------------- ----------------- --------------- ----------------
REVENUES
<S> <C> <C> <C> <C>
Gain on sale of land contracts $ 791,895 $ 1,269,790 4,285,832 $ 2,607,562
Gain on sale of real estate - 114,495 - 419,616
Gain on sale of real estate-related parties 3,574,245 709,000 7,110,978 2,732,893
Gain on bulk sales of servicing rights 1,475,047 1,359,112 4,655,156 4,497,872
Mortgage origination fees and gain on
sale of mortgages 15,485,757 9,664,437 44,287,596 34,960,456
Servicing fees 421,374 1,022,961 1,505,592 3,987,790
Interest income 7,412,438 3,509,886 18,909,394 8,074,963
Other income (424,588) 451,859 1,496,430 1,217,554
------------ ------------ ------------ ------------
Total revenues 28,736,168 18,101,540 82,250,978 58,498,706
------------ ------------ ------------ ------------
EXPENSES
Payroll 7,897,869 4,479,892 24,445,737 13,901,337
Interest 7,937,938 4,218,721 22,087,317 10,586,140
Commissions 4,175,336 3,847,145 12,050,933 9,413,265
Professional services 867,580 843,438 2,326,977 2,910,488
Depreciation 440,543 126,954 958,391 483,028
Amortization 2,379,725 2,589,869 3,844,173 6,242,965
General and administrative 6,072,530 1,110,737 19,374,819 12,067,672
------------ ------------ ------------ ------------
Total expenses 29,771,521 17,216,756 85,088,347 55,604,895
------------ ------------ ------------ ------------
INCOME (LOSS) BEFORE
FEDERAL INCOME TAXES (1,035,353) 884,784 (2,837,369) 2,893,811
(Provision) credit for federal
income taxes 420,000 (120,000) 1,020,000 (800,000)
------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (615,353) $ 764,784 $ (1,817,369) $ 2,093,811
============ ============ ============ ============
Earning (loss) per share $ (1.35) $ 1.75 $ (4.01) $ 3.39
============ ============ ============ ============
Weighted average number of
shares outstanding 544,312 513,283 544,312 509,949
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements
<PAGE> 4
MCA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CHANGES IN COMPONENTS OF STOCKHOLDER'S EQUITY
(Unaudited)
Nine Months Ended October 31, 1998 and 1997
<TABLE>
<CAPTION>
Additional
Common Preferred Paid-In Retained
Stock Stock Capital Earnings Total
------- --------- ----------- --------- -----
<S> <C> <C> <C> <C> <C>
Balance, January 31, 1997 $5,033 $5,396,410 $3,664,976 $ 1,582,384 $ 10,648,803
Net income -- -- -- 2,093,811 2,093,811
Issuance of common stock 100 -- 85,917 -- 86,017
Preferred stock dividends -- -- -- (365,603) (365,603)
------ ---------- ---------- ----------- ------------
Balance, October 31, 1997 $5,133 $5,396,410 $3,750,893 $ 3,310,592 $ 12,463,028
====== ========== ========== =========== ============
Balance, January 31, 1998 $5,443 $5,396,410 $4,007,854 $ 3,926,742 $ 13,336,449
Net loss -- -- -- (1,817,369) (1,817,369)
Issuance of common stock -- -- -- -- --
Preferred stock dividends -- -- -- (364,246) (364,246)
------ ---------- ---------- ----------- ------------
Balance, October 31, 1998 $5,443 $5,396,410 $4,007,854 $ 1,745,127 $ 11,154,834
====== ========== ========== =========== ============
</TABLE>
See notes to consolidated financial statements
<PAGE> 5
MCA FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
October 31, 1998 October 31, 1997
------------------ -------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ (1,817,369) $ 2,093,811
Adjustment to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 4,802,564 6,725,993
Stock award compensation - 86,017
(Increase) decrease in land contracts held for resale 2,710,514 (7,897,377)
Increase in mortgages held for resale (41,989,047) (89,693,849)
Increase in mortgages sold (1,661,251) 13,912,190
(Increase) decrease in accounts receivable (1,740,429) (5,657,164)
(Increase) decrease in accounts receivable -
related parties 43,022 (1,767,845)
Increase in interest spread receivable (16,042,844) (13,091,508)
(Increase) decrease in deferred charges
and other assets (2,076,474) (1,440,882)
Increase (decrease) in accounts payable (17,479,905) (2,000,874)
(Increase) decrease in accounts payable -
related parties 542,540 (374,834)
Increase (decrease) in accrued expenses 1,131,240 2,162,050
Increase in deferred Federal income taxes 225,000 -
------------- -------------
Net cash used in operating activities (73,352,439) (97,634,797)
------------- -------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Sale (purchase) of purchased rights 2,151,921 9,009,241
Capital expenditures (1,482,573) (787,079)
(Increase) decrease in investments (231,626) (222,676)
------------- -------------
Net cash provided by (used in)
investing activities 437,722 7,999,486
------------- -------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from notes payable 905,624,211 717,084,264
Payments on notes payable (864,925,518) (626,741,762)
Proceeds from subordinated notes payable 30,000,000 -
Net proceeds from subordinated debentures 2,275,553 (416,000)
Dividends on preferred stock (364,246) (365,603)
------------- -------------
Net cash provided by financing activities 72,610,000 89,560,899
------------- -------------
Net increase (decrease) in cash (304,717) 616,113
Cash at beginning of period 1,533,143 3,096,993
------------- -------------
Cash at end of period $ 1,228,426 $ 3,713,106
============= =============
</TABLE>
See notes to consolidated financial statements
<PAGE> 6
MCA FINANCIAL CORP.
Notes to Consolidated Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The consolidated balance sheet as of October 31, 1998 and the related
consolidated statements of operations, changes in components of stockholders'
equity and cash flows for the three and nine months ended October 31, 1998 and
1997 are unaudited. In the opinion of management, all adjustments necessary for
a fair presentation of such financial statements have been included. Such
adjustments consisted only of normal recurring items. Interim results are not
necessarily indicative of results for a full year.
The financial statements as of October 31, 1998 and for the three and nine
months then ended should be read in conjunction with the financial statements
and notes thereto included in the Company's Annual Report on Form 10-K for the
year ended January 31, 1998.
The accounting policies followed by the Company with respect to the unaudited
interim financial statements are consistent with those stated in the 1998 MCA
Financial Corp. Annual Report on Form 10-K.
NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS
In June 1998 the Financial Accounting Standards Board (FASB) issued SFAS No.
133, "Accounting for Derivative Securities and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
for hedging activities. As the Company does not have any derivative instruments
or engage in hedging activities, management does not believe the statement will
impact the Company's financial condition.
In October 1998 the FASB issued SFAS No. 134, "Accounting for Mortgage-Backed
Securities after the Securitization of Mortgage Loans held for sale by a
Mortgage Banking Enterprise." SFAS No. 134 amends SFAS No. 65 and requires
mortgage-backed securities to be classified in accordance with SFAS No. 115
determined by an entity's ability or intent to sell or hold these investments.
The Company does not currently issue its own mortgage-backed securities and does
not believe this statement will impact the Company's financial condition.
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
NOTE ON FORWARD-LOOKING INFORMATION
This report includes "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, which represent the
Company's expectations or beliefs concerning future events. Statements
containing expressions such as "believes", "expects", "should", "anticipates" or
similar terms are intended to identify "forward-looking" statements, which
involve risks and uncertainties. Although the Company believes its expectations
are based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from expected results. All forward-looking statements included
in this report are qualified by factors that could cause actual results to
differ materially from those expressed. Such factors include, but are not
limited to, changes in interest rates and real estate markets generally, the
Company's ability to attract and retain qualified personnel to develop its
non-conforming lending business, the availability and cost of financing sources,
increasing competition in existing markets and businesses and the retention of
key executives and management personnel. Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as of the date of
this report. The Company undertakes no obligation to publicly release any
revisions of such forward-looking statements to reflect events or circumstances
occurring after the date of this report.
FINANCIAL CONDITION
The Company's primary financing needs are for mortgage banking
activities including loan funding activities, financing residual interest in
securitizations, mortgage servicing rights, and operating cash flows necessary
for growth.
Loan funding activities are primarily financed through the use of
mortgage warehouse lines of credit with commercial banks. The Company also
provides funding for loans by using a technique known as "table funding," which
is common in the mortgage banking industry. Table funding involves advancing
funds directly to the title company for closing from a third party source of
funds, typically another mortgage bank or a financial institution. This
technique avoids the use of the Company's warehouse lines of credit, but proves
less profitable as a result of fees charged by the third party provider of
funds. For the past year, the Company financed approximately 95% of its mortgage
originations using its warehouse lines of credit and approximately 5% with table
funding sources.
On October 31, 1997, the Company executed senior secured warehouse
agreements with a syndicate of warehouse lenders totaling $185 million. Chase
Bank of Texas, N.A. is the acting warehouse agent. These warehousing lines of
credit provide financing for the funding and origination of a variety of
residential mortgage loans including, but not limited to, conforming mortgages,
non-conforming mortgages, and land contracts. Interest on bank borrowings are
based on LIBOR plus 0.85% to 2.5%, depending on the type of loan. Mortgages held
for resale are pledged as collateral. The facility was scheduled to expire on
October 31, 1998. On October 31, 1998 the
<PAGE> 8
facility was renewed through the Company's fiscal year end, January 31, 1999,
under the same terms. Management expects the facility to be renewed prior to
expiration under similar terms. Should the facility not be renewed, the
Company's ability to continue its lending operations would be severely impaired.
The Company also has a $20 million warehousing line of credit with Paine Webber
Real Estate Securities, Inc. Interest on borrowings under this facility are
based on LIBOR plus 1.5%. Mortgages held for resale are pledged as collateral.
This facility is scheduled to expire on November 1, 1999. At October 31, 1998, a
total of $192.3 million was outstanding under these facilities.
The Company utilizes mortgage loan repurchase agreements with Paine
Webber Real Estate Securities, Inc. ("Paine Webber") and Prudential Securities
Realty Funding Corporation ("Prudential") pursuant to which Paine Webber and
Prudential purchase mortgage loans until the loans are pooled for resale to an
end investor, at which time the Company repurchases such loans. These agreements
provide for interest payments based on the federal funds rate and the agreements
can be terminated on demand.
The Company utilizes four funding sources to finance its residual
interest in securitizations and mortgage servicing rights: proceeds from $4.9
million and $10.0 million debenture offerings that were completed in July 1993
and December 1996; a bank credit facility, which was first made available to the
Company in April 1993; and a subordinated term loan closed in July 1996. The
$4.9 million and the $10 million series of debentures, as well as the credit
facility, are collateralized by certain of the Company's servicing rights and
rights to servicing income. A prior debenture offering was completed in April
1993 and the debentures were paid off in March 1997. The credit facility, which
is currently at $15.0 million, is with a syndicate of lenders with Chase Bank of
Texas, N.A. acting as agent ("the syndicate") and is enhanced by a stand-by Note
Purchase Agreement between the syndicate and the Policemen and Firemen
Retirement System of the City of Detroit (the "Fund") whereby the Fund has
agreed to provide payment to the syndicate upon the occurrence of certain events
of default by the Company. This credit enhancement permits the Company to obtain
a more favorable interest rate and collateralization terms from the lending
bank. In consideration for the credit enhancement provided, the Company agreed
to pay certain fees to the Fund and to provide it with an option to purchase up
to 5% of the Company's outstanding common stock, at 70% of the public offering
price per share, if the Company completes a firm commitment underwritten sale of
its common stock prior to April 30, 2000. At October 31, 1998, $14.3 million was
outstanding under this credit facility. The subordinated term loan, a $15.0
million loan and financing agreement with the Fund, has been provided to expand
the Company's non-conforming lending business and to finance residual interest
in securitizations. Interest on this borrowing is 10% and is payable quarterly.
Commencing July 1, 2001, equal quarterly installments of principal and interest
will be paid until the loan terminates and is repaid in full on June 30, 2006.
Under conditions of this agreement, the lender was issued 30,197 shares of the
Company's common stock. This represented 6% of the Company's outstanding
unrestricted shares at July 18, 1996. As part of the agreement the lender has
the right to "put" these shares back to the Company on August 1, 2006 or upon
default under a number of different scenarios.
<PAGE> 9
On March 6, 1998, the Company executed a $30.0 million subordinated
term loan with the Fund. This loan has been provided to allow the Company to
continue to expand its non-conforming lending business and to finance residual
interest in securitizations. The loan accrues interest at 12% and is payable
quarterly. Commencing March 1, 2007, equal quarterly payments of principal and
interest will be paid until the loan terminates on January 31, 2010. Upon
execution of the agreement, the Fund was issued warrants convertible to 4% of
the Company's outstanding common shares on a fully diluted basis.
The Company also utilizes proceeds from a $6.0 million debenture
offering completed in December 1997 and a $10.0 million debenture offering
currently being sold, as well as operating cash flows, to finance its expansion
into new markets and products.
RESULTS OF OPERATIONS
OVERVIEW
The Company recognized a net loss of $1,817,369 for the nine months
ending October 31, 1998. In the first half of fiscal 1999 the Company sought to
aggressively expand its network of lending offices. The cost of this expansion
adversely affected the Company's earnings. In the third quarter of fiscal 1999
the prices the Company received for its whole loan sales of non-conforming
mortgages decreased significantly as a result of volatility in equity, debt and
asset-backed markets.
Management does not know whether these lower prices will persist. As a
result of this turmoil, the company reevaluated its growth strategy and has
closed sixteen lending offices that were not profitable. It has also instituted
cost cutting measures throughout the Company and reduced fees paid to
correspondents and brokers to acquire loans. The Company has increased the
volume of non-conforming loans being delivered into another company's
mortgage-backed securities through a "piggyback" arrangement. The loss of this
arrangement could adversely effect the Company's results of operations.
REVENUES
Overall revenues for the nine months ended October 31, 1998 increased
to $82,250,978 from $58,498,706 for the nine months ended October 31, 1997.
Increased land contract originations resulted in a 64% increase in gain on sale
to $4,285,832 from $2,607,562 for the nine months ended October 31, 1998 and
1997, respectively. Fiscal 1999 is the first full year this type of product was
offered to the Company's sales force nationally. Gains on sale of real estate
increased $3,958,469 to $7,110,978 form $3,152,509 for the first three quarters
of fiscal 1999 as compared to the same period of fiscal 1998. The increase
resulted from additional sales of 355 properties in fiscal 1999. Margins on
these sales have remained consistent with prior years. Gains on bulk sales of
servicing rights for the nine months ended October 31, 1998 and 1997 remained
consistent at $4,655,156 and $4,497,872, respectively. Mortgage origination fees
and gain on sales of mortgages increased $9,327,140, or 27%. This increase to
$44,287,596 from $34,960,456 for the nine months ended October 31, 1998 and
1997, respectively, resulted from increased loan originations in fiscal 1999.
Loan origination volume increased to $942 million for the three quarters ended
October 31, 1998
<PAGE> 10
as compared to $704 million, or 34%, for the three quarters ended October 31,
1997. Loan servicing fees decreased from $3,987,790 to $1,505,592 for the nine
months ended October 31, 1997 and 1998, respectively. The Company expects
servicing fees to continue to decrease as the Company's conforming servicing
portfolio is sold off. Interest income increased $10,834,431, or 134% to
$18,909,394 from $8,074,963 for the three quarters ended October 31, 1998 and
1997, respectively. This resulted from increased production volumes,
particularly in non-conforming loans that were held prior to resale. These loans
typically carry interest rates 2% to 5% greater than conforming loans. The
holding period prior to resale has increased as a result of the turmoil in the
secondary markets for whole loans and mortgage-backed securities.
EXPENSES
Payroll and commission expense increased $13,182,068, or 57% to
$36,496,670 for the nine months ended October 31, 1998 from $23,314,602 for the
nine months ended October 31, 1997. As a percentage of revenue, payroll and
commission expense increased to 44% from 40% for the first three quarters of
fiscal 1999 and 1998, respectively. The increase was primarily related to the
Company's growth strategy in the first half of fiscal 1999 of opening new
lending offices. These new offices typically produce little revenue in their
first 90 days. Interest expense increased to $22,087,317 from $10,586,140 for
the nine months ended October 31, 1998 and 1997, respectively. This 109%
increase resulted from the increased volume of loan originations, higher
interest rates the Company is required to pay its warehouse lenders on
non-conforming mortgages, interest on the $30 million of subordinated notes
payable and longer holding periods prior to loan sales into the secondary
market. Amortization expense decreased from $6,242,965 to 3,844,173 for the nine
months ended October 31, 1997 and 1998, respectively. This 38% decrease resulted
from less amortization of the Company's mortgage servicing portfolio which the
Company has been selling off. Included in amortization expense for the nine
months ended October 31, 1998 is a $1.4 million charge to create a general
reserve for the Company's residual interests in securitizations. This is mainly
the result of actual loan prepayments exceeding the estimates in valuing these
residual interests. General and administrative expenses increased 61% from
$12,067,672 to $19,374,819 for the three quarters ended October 31, 1997 and
1998, respectively. As a percentage of revenue, general and administrative
expenses increased from 21% to 24% over the same periods. Again, this was the
result of the Company's growth strategy in the first half of fiscal 1999.
YEAR 2000 PROBLEM
Computer hardware and software with two digit year fields will be
unable to distinguish between the year 2000 and the year 1900. The Company
relies on a variety of hardware and software systems to operate its business.
The failure of any of these systems could adversely affect the Company's
financial condition.
The Company has established a plan to prepare for the Year 2000
problem. The plan entails evaluating the Company's hardware and software systems
for exposure to the problem, certifying and testing the systems and replacing
certain systems with Year 2000 compliant ones. The Company's goal is to be Year
2000 ready by April 30, 1999.
<PAGE> 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not Applicable
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following exhibit is filed with this report:
27 - Financial Data Schedule
(b) Reports on Form 8-K:
The Company was not required to file any current
reports on Form 8-K during the quarter ended October
31, 1998.
<PAGE> 12
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.
MCA FINANCIAL CORP.
Date: October 14, 1998 By: Patrick D. Quinlan,
--------------------------------
Patrick D. Quinlan,
Chairman
(Principal Executive Officer)
Date: October 14, 1998 By: Keith D. Pietila
--------------------------------
Keith D. Pietila
Executive Vice President
(Principal Financial and
Accounting Officer)
<PAGE> 13
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
- ------- -- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEULDE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND UNAUDITED CONSOLIDATED
BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH UNAUDITED
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-31-1999
<PERIOD-START> FEB-01-1998
<PERIOD-END> OCT-31-1998
<CASH> 1,228
<SECURITIES> 0
<RECEIVABLES> 20,057
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 10,345
<DEPRECIATION> 3,880
<TOTAL-ASSETS> 314,224
<CURRENT-LIABILITIES> 0
<BONDS> 18,330
0
5,396
<COMMON> 5
<OTHER-SE> 5,754
<TOTAL-LIABILITY-AND-EQUITY> 314,224
<SALES> 0
<TOTAL-REVENUES> 82,251
<CGS> 0
<TOTAL-COSTS> 85,088
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 22,087
<INCOME-PRETAX> (2,837)
<INCOME-TAX> 1,020
<INCOME-CONTINUING> (1,817)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,817)
<EPS-PRIMARY> (4.01)
<EPS-DILUTED> (4.01)
</TABLE>
