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 March 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-22758
UNILAB
CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-4415490
- ----------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
18448 Oxnard Street, Tarzana, California 91356
(Address of principal executive offices) (Zip Code)
(818)996-7300
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 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
-----
As of April 28, 2000, 25,758,248 shares of Registrant's Common Stock, par value
$.01 per share, were outstanding.
Page 1 of 11 pages
<PAGE>
9
UNILAB CORPORATION
Form 10-Q for the Quarterly Period Ended March 31, 2000
INDEX
Page
Part I - FINANCIAL INFORMATION:
Item 1. Financial Statements
Balance Sheets - March 31, 2000 3
and December 31, 1999.
Statements of Operations -
Three-month periods ended March 31, 2000
and 1999. 4
Statements of Cash Flows -
Three-month periods ended March 31, 2000
and 1999. 5
Notes to Financial Statements. 6
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 10
Signatures 11
<PAGE>
UNILAB CORPORATION
BALANCE SHEETS
MARCH 31,2000 AND DECEMBER 31, 1999
(amounts in thousands, except per share data)
March 31, December 31,
2000 1999
Assets (Unaudited)
- -------------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $9,415 $12,557
Accounts receivable, net 55,564 50,281
Inventory of supplies 3,408 4,215
Prepaid expenses and other current assets 2,192 1,710
- -------------------------------------------------------------------------------
Total current assets 70,579 68,763
Property and Equipment, net 13,163 13,125
Deferred Tax Asset 15,469 16,558
Goodwill, net 84,563 81,857
Other Intangible Assets, net 1,624 1,773
Other Assets 11,085 11,454
- -------------------------------------------------------------------------------
$196,483 $193,530
- -------------------------------------------------------------------------------
Liabilities and Shareholders' Equity
- -------------------------------------------------------------------------------
Current Liabilities:
Current portion of long-term debt $4,946 $3,908
Accounts payable and accrued liabilities 26,096 22,468
Accrued payroll and benefits 6,355 8,998
- -------------------------------------------------------------------------------
Total current liabilities 37,397 35,374
- -------------------------------------------------------------------------------
Long-Term Debt, net of current portion 309,242 310,941
Other Liabilities 6,629 5,504
Commitments and Contingencies
Shareholders' Equity (Deficit):
Common stock, $.01 par value, Authorized 100,000
shares
Issued and Outstanding - 25,758 at March 31 and 258 258
December 31
Additional paid-in capital 149,312 149,312
Accumulated deficit (306,355) (307,859)
- -------------------------------------------------------------------------------
Total shareholders' deficit (156,785) (158,289)
- -------------------------------------------------------------------------------
$196,483 $193,530
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
UNILAB CORPORATION
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(amounts in thousands)
(Unaudited)
Three Months Ended March 31,
2000 1999
- --------------------------------------------------------------------------------
Revenue $79,276 $63,559
- --------------------------------------------------------------------------------
Direct Laboratory and Field Expenses:
Salaries, wages and benefits 22,868 18,455
Supplies 11,295 8,827
Other operating expenses 19,710 15,416
- --------------------------------------------------------------------------------
53,873 42,698
Amortization and depreciation 2,981 1,897
Selling, general and administrative expenses 10,600 9,312
- --------------------------------------------------------------------------------
Total Operating Expenses 67,454 53,907
- --------------------------------------------------------------------------------
Operating Income 11,822 9,652
Third party interest, net 9,229 3,486
- --------------------------------------------------------------------------------
Income Before Income Taxes 2,593 6,166
Tax Provision 1,089 -
- --------------------------------------------------------------------------------
Net Income $1,504 $6,166
- --------------------------------------------------------------------------------
Preferred Stock Dividends - 33
Net Income Available to Common Shareholders $1,504 $6,133
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
UNILAB CORPORATION
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(amounts in thousands)
(Unaudited)
Three months ended March 31,
2000 1999
- -----------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $1,504 $6,166
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization and depreciation 2,981 1,897
Provision for doubtful accounts 5,745 4,572
Net changes in assets and liabilities affecting operations, net of acquisitions:
Increase in Accounts receivable (10,228) (6,717)
(Increase) decrease in Inventory of supplies 807 (177)
Increase in Prepaid expenses and other current assets (482) (530)
Decrease in Deferred tax asset 1,089 -
Decrease in Other assets 89 579
Increase in Accounts payable and accrued liabilities 2,160 1,850
Increase (decrease) in Accrued payroll and benefits (2,463) 1,092
Other 307 38
- -----------------------------------------------------------------------------
Net cash provided by operating activities 1,509 8,770
- -----------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of third party debt (688) (318)
Other - (33)
- -----------------------------------------------------------------------------
Net cash used by financing activities (688) (351)
- -----------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,363) (1,086)
Payments for acquisitions, net of cash acquired (2,600) -
- -----------------------------------------------------------------------------
Net cash used by investing activities (3,963) (1,086)
- -----------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (3,142) 7,333
CASH AND CASH EQUIVALENTS - Beginning of Period 12,557 20,137
- -----------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS - End of Period $9,415 $27,470
- -----------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
<PAGE>
UNILAB CORPORATION
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Management Opinion
In the opinion of management, the accompanying unaudited interim financial
statements reflect all adjustments which are necessary to present fairly
the financial position, results of operations and cash flows for the
interim periods reported. All such adjustments made were of a normal
recurring nature.
The accompanying interim financial statements and related notes should be
read in conjunction with the financial statements of Unilab Corporation
("Unilab" or the "Company") and related notes as contained in the Annual
Report on Form 10-K for the year ended December 31, 1999.
2. Acquisition
On March 17, 2000, the Company and Southern California Clinical
Laboratories, LLC ("SCCL") signed an asset purchase agreement whereby
Unilab acquired certain assets of SCCL. The purchase price consisted of
cash payments of $5.2 million ($2.6 million paid at closing and the
remaining $2.6 million payable from the closing date in semi-annual
payments of $650,000) and the assumption of net assets of $0.7 million,
consisting primarily of accounts receivable. The acquisition was accounted
for under the purchase method of accounting and the statements of
operations include the results of SCCL since March 17, 2000.
The purchase price was primarily allocated to the net assets acquired based
on their fair value at the date of acquisition, pending final determination
of certain acquired balances. Such allocation consisted of accounts
receivable of $0.8 million, goodwill of $4.2 million, accrued employee
benefits of $0.1 million and cash payments of $4.9 million. The $2.6
million payment due over the next two years is non-interest bearing and
therefore such amount has been discounted at 9% to its present value of
$2.3 million.
3. Recapitalization
On May 24, 1999, the Company entered into an agreement with UC Acquisition
Sub, Inc., which is owned by affiliates of Kelso & Company ("Kelso"), under
which UC Acquisition Sub, Inc. merged with and into the Company (the "Kelso
Transaction"). The merger was completed on November 23, 1999. With the
completion of the merger, 93.0% of the Company's common stock is owned by
Kelso, its affiliates and designees and management, and the remaining 7.0%
is held by a limited number of investors. The transaction was accounted for
as a recapitalization.
Besides the merger, the other principal features of the recapitalization
included:
o The conversion into cash of approximately 44.9 million shares of common
stock at $5.85 per share, the conversion into cash of 364,000 shares of
preferred stock at $5.75 per share and the accelerated vesting and
either the cancellation of retention of outstanding stock options for
cash consideration of $15.4 million, and
o The retirement of $144.5 million of debt, consisting of $119.5 million
of 11% senior notes and a $25.0 million note issued in connection with
a prior acquisition.
The Kelso Transaction was primarily financed through a new common equity
investment of $139.5 million by affiliates and designees of Kelso and
borrowings of $160.0 million under a new senior bank credit facility, the
issuance of $155.0 million under a new senior bank credit facility, and the
issuance of $155.0 million of new senior notes.
4. Supplemental Disclosure of Cash Flow Information
(amounts in thousands) Three months ended March 31,
2000 1999
- -------------------------------------------------------------------------
Cash paid during the period for:
Interest, net $4,210 ($59)
Income taxes - -
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Quarter Ended March 31, 2000 Compared with Quarter Ended March 31, 1999
-----------------------------------------------------------------------
Revenue
Revenue increased to $79.3 million for the three months ended March 31, 2000
("first quarter 2000") from $63.6 million for the three months ended March
31, 1999 ("first quarter 1999"), representing an increase of $15.7 million or
24.7%. Approximately $10.8 million of the increase was attributable to
revenue generated from the acquisitions of Physician's Clinical Laboratory,
Inc. (doing business as Bio-Cypher Laboratories) ("BCL"), effective May 10,
1999 and SCCL, effective March 17, 2000. Exclusive of the acquired BCL and
SCCL businesses, revenue increased $4.9 million, primarily the result of
increases in reimbursement levels of $1.8 million and additional specimen
volume generating $3.1 million.
The Company experienced a 2.8% increase, exclusive of the acquired BCL and
SCCL businesses, in the average reimbursement received for each specimen
processed during the first quarter 2000 versus the first quarter 1999. The
increase in reimbursement levels is primarily due to increases in rates
charged to managed care clients, replacement of the Company's most
unprofitable accounts with other reasonably priced business and changes in
test mix to more sophisticated testing procedures for HIV and sexually
transmitted diseases. Exclusive of the acquired BCL and SCCL businesses, the
Company experienced a 4.9% increase in the number of specimens processed
during the first quarter 2000 versus the first quarter 1999. The increase was
due to core volume growth.
Salaries, Wages and Benefits
Salaries, wages and benefits increased to $22.9 million for the first quarter
2000 from $18.5 million for the first quarter 1999. As a percentage of
revenue, salaries, wages and benefits decreased to 28.8% in the first quarter
2000 from 29.0% in the first quarter 1999. The decrease primarily reflects
the economies of scale associated with processing a significantly higher
specimen volume (24.1% volume increase including the effect of the BCL and
SCCL acquisitions) without the same corresponding increase in headcount.
Supplies Expense
Supplies expense increased to $11.3 million for the first quarter 2000 from
$8.8 million for the first quarter 1999. As a percentage of revenue, supplies
expense increased to 14.2% in the first quarter 2000 from 13.9% in the first
quarter 1999. The increase was attributable to the mandated use of more
costly safety needles in the second half of 1999.
Other Operating Expenses
Other operating expenses increased to $19.7 million for the first quarter
2000 from $15.4 million for the first quarter 1999. As a percentage of
revenue, other operating expenses increased to 24.9% in the first quarter
2000 from 24.3% in the first quarter 1999. The increase was attributable to
the higher volume of testing being processed by outside reference
laboratories beginning last year during the second quarter of 1999 and higher
legal expenses.
Amortization and Depreciation
Amortization and depreciation expense increased to $3.0 million for the first
quarter 2000 from $1.9 million from the first quarter 1999 primarily due to
the additional amortization expense incurred from the goodwill recorded in
connection with the BCL and SCCL acquisitions.
Selling, General and Administrative Expense
Selling, general and administrative expenses increased to $10.6 million for
the first quarter 2000 from $9.3 million for the first quarter 1999. As a
percentage of revenue, selling, general and administrative expenses decreased
to 13.4% in the first quarter 2000 from 14.7% in the first quarter 1999. Such
decrease continues the trend realized by the Company throughout 1999 and 1998
and also reflects the economies of scale and efficiencies gained from
processing a higher specimen count without the same corresponding increase in
headcount.
EBITDA
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
were $14.8 million for the first quarter 2000, an increase of 28% compared to
the $11.5 million EBITDA for the first quarter 1999.
Interest Expense
Third party interest expense, net increased to $9.2 million for the first
quarter 2000 from $3.5 million for the first quarter 1999 primarily due to
the additional interest expense from the significant increase in leverage due
to the Kelso Transaction.
Tax Provision
The Company establishes a valuation allowance in accordance with the
provisions of the Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes". The Company continually reviews the adequacy
of the valuation allowance and recognizes the benefits from its deferred tax
assets only when an analysis of both positive and negative factors indicate
that it is more likely than not that the benefits will be realized. Based on
the Company's improved operating performance in 1998 and 1999 (before
expenses incurred in the Kelso Transaction) and, having fully integrated both
the Meris and BCL acquisitions, the Company believed it would have sufficient
future taxable income and therefore reduced its valuation allowance by
approximately $16.6 million during the third quarter of 1999.
Prior to recognition of its deferred tax assets in the third quarter of 1999,
the Company did not recognize an income tax provision as any potential income
tax provision, such as in the first quarter of 1999, was offset by an equal
reduction in its valuation allowance recorded against the deferred tax
assets. If the Company does not further reduce its valuation allowance in the
future, the Company expects to have an effective tax rate of approximately
42% in 2000.
Liquidity and Capital Resources
Net cash provided by operating activities was $1.5 million for the first
quarter 2000 and reflects a decrease of $7.3 million over the first quarter
1999 when net cash provided by operating activities was $8.8 million. The
decrease was primarily due to the higher interest expense incurred from the
increase in leverage from the Kelso Transaction and the payment of $2.6
million of one-time expenses accrued at December 31, 1999 but paid in the
first quarter of 2000, also related to the Kelso Transaction completed in
November of 1999.
Net cash used by financing activities was $0.7 million for the first quarter
2000, resulting from scheduled principal repayments under debt and capital
lease obligations.
Net cash used by investing activities was $4.0 million for the first quarter
2000, resulting from a $2.6 million cash payment in partial consideration of
the purchase price for the SCCL acquisition and fixed asset additions of $1.4
million.
The Company had $9.4 million of cash and cash equivalents at March 31, 2000.
Each April 1 and October 1 of each year through 2009, approximately $9.9
million of interest is due on $155.4 million of senior notes outstanding. The
April 1, 2000 payment was made from cash and cash equivalents on hand.
Management believes that the amount of cash and cash equivalents available at
March 31, 2000, the cash flow expected from operations, and $25.0 million
available under the Company's line of credit will be sufficient for the
Company to meet anticipated requirements for working capital, interest
payments, capital expenditures and scheduled principal payments under debt
and capital lease obligations for the foreseeable future.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(A) Reports on Form 8-K
Exhibit 99 - Current Report on form 8-K, dated April 21, 2000, with
respect to Item 4.
(B) Exhibits
Exhibit 99.1 - Press Release, dated April 28, 2000, announcing first
quarter earnings results.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
UNILAB CORPORATION
By: /s/ Brian D. Urban
Date: April 28, 2000 Brian D. Urban
Executive Vice President,
Chief Financial Officer and Treasurer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000899714
<NAME> Unilab Corporation
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 9,415
<SECURITIES> 0
<RECEIVABLES> 79,560
<ALLOWANCES> (23,996)
<INVENTORY> 3,408
<CURRENT-ASSETS> 70,579
<PP&E> 50,230
<DEPRECIATION> (37,067)
<TOTAL-ASSETS> 196,483
<CURRENT-LIABILITIES> 37,397
<BONDS> 151,225
0
0
<COMMON> 258
<OTHER-SE> (157,043)
<TOTAL-LIABILITY-AND-EQUITY> 196,483
<SALES> 79,276
<TOTAL-REVENUES> 79,276
<CGS> 0
<TOTAL-COSTS> 48,128
<OTHER-EXPENSES> 13,581
<LOSS-PROVISION> 5,745
<INTEREST-EXPENSE> 9,229
<INCOME-PRETAX> 2,593
<INCOME-TAX> 1,089
<INCOME-CONTINUING> 1,504
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,504
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
==============================================================================
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 21, 2000
==============================================================================
UNILAB CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-22758 95-4415490
(Commission File Number) (I.R.S. Employer Identification Number)
18448 Oxnard Street, Tarzana, CA 91356
(Address of principal executive offices)
Registrant's telephone number, including area code: (818) 996-7300
==============================================================================
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) Former Accountants.
On April 21, 2000, Arthur Andersen LLP ("Arthur Andersen"), the
independent certified public accountants of Unilab Corporation (the
"Company"), were dismissed by the Company. The decision to change
accountants was approved by the Audit committee of the Company's board of
directors.
Arthur Andersen audited the Company's financial statements for the fiscal
years ended December 31, 1999 and December 31, 1998. Their reports on such
financial statements did not contain an adverse opinion or a disclaimer of
opinion and were not qualified nor modified as to uncertainty, audit scope
or accounting principles.
During the Company's two most recent fiscal years and the subsequent
interim period preceding the change, there have been no disagreements with
Arthur Andersen on any matter of accountin principles or practices,
financial statement disclosure, or auditin scope or procedure.
A letter from Arthur Andersen addressed to the Securities and Exchange
Commission stating whether it agrees with the above statements will be
furnished to the Company within ten (10) days of this 8-K filing.
(b) New Independent Accountants.
On April 21, 2000, the Company engaged Deloitte and Touche as its
independent certified public accountants with the approval of the Audit
Committee of the Company's board of directors.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
UNILAB CORPORATION
Date: April 21, 2000 By: /s/ Brian D. Urban
Brian D. Urban
Executive Vice President, Chief Financial Officer
and Treasurer
PRESS RELEASE UNILAB CORPORATION
18448 Oxnard Street
Tarzana, CA 91356
www.Unilab.com
For Further Information:
Melissa Mahoney
Phone: (818) 758-6607
e-mail: [email protected]
IMMEDIATE RELEASE
April 28, 2000
UNILAB CORPORATION ANNOUNCES FIRST QUARTER RESULTS
TARZANA, CA, April 28, 2000 -- UNILAB Corporation announced today that net sales
for the quarter ended March 31, 2000 were $79.3 million, an increase of 24.7%
from $63.6 million in the same period last year. The Company reported operating
income of $11.8 million, compared to $9.7 million in the first quarter of 1999.
Net income was $1.5 million, compared to $6.2 million in the same period last
year. The decrease in net income versus the prior period was due to
significantly increased interest expense, and the recognition of a tax provision
where none had been previously recorded.
Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") were
$14.8 million for the quarter, or 18.7% of sales, compared to $11.5 million, or
18.2% of sales, for the same period last year.
"Our first quarter results reflect the on-going strength of our core business
plus the benefits of the BCL acquisition made during 1999," said Bob Whalen,
Unilab's CEO and President. "We achieved record revenues, record EBITDA, and
record EBITDA margins during the quarter."
Test volume increased by more than 24% compared to the first quarter of last
year, with a significant portion of the increase due to the additional volumes
associated with the BCL acquisition. Excluding the revenue generated from
acquired businesses, core business volumes grew by 4.9%, while pricing improved
by 2.8% over the same period last year. Whalen added, "I am pleased to see
improvement on both the volume and price fronts. This growth, in addition to
managing our operating expense base, is essential for Unilab's continued
success."
Days sales outstanding ("DSO") - a measure of billing and collection efficiency
- - was 64 days, compared to 65 days at the end of 1999. The Company's cash
position was $9.4 million at the end of the first quarter, with no borrowing
having taken place on the Company's revolving credit facility. Capital
expenditures were $1.4 million for the quarter.
The statements in this press release that are not historical facts or
information may be deemed to be forward-looking statements. Each of the above
forward-looking statements is subject to change based on various risks and
uncertainties, including without limitation, legislative and regulatory
developments and competitive actions in the marketplace that could cause the
outcome to be materially different from stated. Certain of these risks and
uncertainties are listed in the Company's 1999 Form 10-K.
Unilab Corporation is the largest provider of clinical laboratory testing
services in California through its primary testing facilities in Los Angeles,
San Jose and Sacramento and over 300 regional service and testing facilities
located throughout the state. Additional information is available on the
Company's website at: www.unilab.com.
- tables to follow -
<PAGE>
Unilab Corporation
Statements of Operations
(amounts in thousands, except per share data)
(Unaudited)
Three months ended March 31,
2000 1999
------------------------------
Revenue $79,276 $63,559
------------------------------
Direct Laboratory and Field Expenses:
Salaries, Wages and Benefits 22,868 18,455
Supplies 11,295 8,827
Other Operating Expenses 19,710 15,416
------------------------------
53,873 42,698
Amortization and Depreciation 2,981 1,897
Selling, General and Administrative Expenses 10,600 9,312
------------------------------
Total Operating Expenses 67,454 53,907
------------------------------
Operating Income 11,822 9,652
Third Party Interest, net 9,229 3,486
------------------------------
Income Before Income Taxes 2,593 6,166
Tax Provision 1,089 -
------------------------------
Net Income $1,504 $6,166
Preferred Stock Dividends - 33
------------------------------
Net Income Available to Common Shareholders $1,504 $6,133
==============================
EBITDA $14,803 $11,549
Unilab Corporation
Balance Sheets
(amounts in thousands)
March 31, December 31,
2000 1999
(unaudited)
-----------------------------
Cash and Cash Equivalents $9,415 $12,557
Accounts Receivable, net 55,564 50,281
Other Current Assets 5,600 5,925
-----------------------------
Total Current Assets 70,579 68,763
Fixed Assets, net 13,163 13,125
Deferred Tax Assets 15,469 16,558
Goodwill and Other Intangible Assets 86,187 83,630
Other Assets 11,085 11,454
-----------------------------
Total Assets $196,483 $193,530
-----------------------------
Total Current Liabilities $37,397 $35,374
Long-Term Debt, net of current portion 309,242 310,941
Other Liabilities 6,629 5,504
Total Shareholders' Deficit (156,785) (158,289)
-----------------------------
Total Liabilities and Shareholders' Deficit $196,483 $193,530
-----------------------------
