<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(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 000-24224
-------------
APOGEE, INC.
------------
(Exact name of registrant as specified in its charter)
Delaware 13-3605119
- - --------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1018 W. Ninth Avenue - Suite 202
King of Prussia, PA 19406
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(610) 992-7670
- - -----------------------------------------------------------
(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 May 6, 1996, Apogee, Inc. had 9,816,648 shares of common stock, $0.01 par
value, outstanding.
Page 1 of 17
<PAGE> 2
APOGEE, INC.
FORM 10-Q - QUARTER ENDED MARCH 31, 1996
INDEX
<TABLE>
<CAPTION>
FORM 10-Q FORM 10-Q FORM 10-Q
PART NO: ITEM NO. DESCRIPTION PAGE NO.
- - ---------- ---------- ----------- ----------
<S> <C> <C>
I. FINANCIAL INFORMATION
1 Financial Statements
- Consolidated Statements of
Operations for the Three
Months Ended March 31, 1996
and 1995 3
- Consolidated Balance Sheets
as of March 31, 1996 and
December 31, 1995 4
- Consolidated Statements of
Cash Flows for the Three Months
Ended March 31, 1996 and 1995 5
- Consolidated Statement of
Changes in Stockholders' Equity
for the Three Months Ended
March 31, 1996 6
- Notes to Consolidated Financial
Statements 7-9
2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-14
II. OTHER INFORMATION
6. Exhibits and Reports on Form 8-K 15
Signatures 16
Index to Exhibits 17
</TABLE>
Page 2 of 17
<PAGE> 3
APOGEE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
-------------------------
1996 1995
--------- ---------
<S> <C> <C>
Net revenues $19,668 $15,607
Cost of revenues 14,991 11,248
--------- ---------
Gross profit 4,677 4,359
Selling and administrative expenses 2,590 2,033
Provision for doubtful accounts 983 661
Amortization of intangible assets and excess
cost over fair value of net assets acquired 576 371
--------- ---------
Income from operations 528 1,294
Non-operating expenses (income):
Interest expense 151 118
Interest (income) (87) (378)
--------- ---------
Income before income taxes 464 1,554
Provision for income taxes 116 165
--------- ---------
Net income $348 $1,389
========= =========
Net income per common share $0.04 $0.15
========= =========
Weighted average number of common shares
outstanding 9,881,722 9,375,091
========= =========
</TABLE>
Page 3 of 17
<PAGE> 4
APOGEE, INC.
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
MARCH 31,
ASSETS 1996 DECEMBER 31,
(UNAUDITED) 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $6,209 $11,949
Accounts receivable, net of allowance
for doubtful accounts of $7,761 in 1996 and $8,052
in 1995 13,946 14,555
Other accounts receivable 2,394 1,911
Other current assets 875 1,471
--------- ---------
Total current assets 23,424 29,886
Property and equipment, net 4,863 4,671
Intangible assets and excess cost over fair value
of net assets acquired, net of accumulated
amortization of $2,896 in 1996 and $2,320 in 1995 77,929 74,105
Other assets, net 480 389
--------- ---------
$106,696 $109,051
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to bank $272
Current portion of long-term debt $5,111 5,226
Accounts payable 1,743 1,457
Accrued expenses and other current liabilities 13,856 16,350
--------- ---------
Total current liabilities 20,710 23,305
Long-term debt 5,467 5,748
Other long-term liabilities 492 516
Deferred income tax liability 743 743
--------- ---------
Total liabilities 27,412 30,312
--------- ---------
Stockholders' equity :
Common stock, $.01 par value, 20,000,000 shares
authorized; issued 9,772,796 in 1996 and
9,741,050 in 1995 98 97
Capital in excess of par value 85,802 85,612
Accumulated deficit (6,547) (6,895)
Deferred compensation (69) (75)
--------- ---------
Total stockholders' equity 79,284 78,739
--------- ---------
$106,696 $109,051
========= =========
</TABLE>
Page 4 of 17
<PAGE> 5
APOGEE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
----------------------------
1996 1995
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $348 $1,389
Adjustments to reconcile net income to net cash
provided by (used in) operations:
Depreciation and amortization 821 467
Provision for doubtful accounts 983 661
Changes in assets and liabilities, net of
effects of businesses acquired:
Increase in accounts receivable (132) (4,051)
Increase in other current assets (233) (229)
Increase in accounts payable 286 84
Decrease in accrued expenses and
other current liabilities (367) (819)
Decrease in other assets and other liabilities (105) (140)
------- -------
Net cash provided by (used in) operating
activities 1,601 (2,638)
------- -------
Cash flows from investing activities:
Acquisition of businesses:
Payments for acquisition of businesses, net of
cash acquired of $35 in 1996 and $49 in 1995 (1,818) (1,266)
Additional payments for businesses acquired
in prior years (3,438) (154)
------- -------
Net cash outlay for acquisition of businesses (5,256) (1,420)
Purchases of property and equipment (415) (535)
------- -------
Net cash used in investing activities (5,671) (1,955)
------- -------
Cash flows from financing activities:
Principal payments on long-term obligations (1,670) (1,259)
------- -------
Net cash used in financing activities (1,670) (1,259)
------- -------
Net decrease in cash and cash equivalents (5,740) (5,852)
Cash and cash equivalents at beginning of period 11,949 29,281
------- -------
Cash and cash equivalents at end of period $6,209 $23,429
======= =======
Supplemental disclosures of cash flow information:
Interest paid $95 $135
======= =======
Income taxes paid $50
======= =======
</TABLE>
Page 5 of 17
<PAGE> 6
APOGEE, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
<TABLE>
<CAPTION>
COMMON SHARES
CAPITAL IN
EXCESS OF ACCUMULATED DEFERRED
NUMBER PAR VALUE PAR VALUE DEFICIT COMPENSATION TOTAL
------ --------- ---------- ----------- ------------ -----
<S> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 9,741 $97 $85,612 ($6,895) ($75) $78,739
Common stock issued in connection with
acquisitions 32 1 190 191
Amortization of deferred compensation 6 6
Net income 348 348
------ ---- -------- -------- ----- --------
Balance at March 31, 1996 (unaudited) 9,773 $98 $85,802 ($6,547) ($69) $79,284
====== ==== ======== ======== ===== ========
</TABLE>
Page 6 of 17
<PAGE> 7
APOGEE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(Dollars in thousands, except share and per share data)
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying consolidated financial statements are unaudited.
These statements have been prepared in accordance with the rules and
regulations of the Securities and Exchange Commission and should be read in
conjunction with the Company's consolidated financial statements and notes
thereto for the year ended December 31, 1995, included in its Form 10-K filed
with the Securities and Exchange Commission on April 1, 1996. Certain
information and note disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
Company management, the consolidated financial statements for the unaudited
interim periods presented include all adjustments, consisting only of normal
recurring adjustments, necessary to present a fair statement of the results for
such interim periods.
Operating results for the three month period ended March 31, 1996 are
not necessarily indicative of the results that may be expected for a full year
or any portion thereof.
NOTE 2 - BUSINESS ACQUISITIONS
During the three month period ended March 31, 1996, the Company
acquired three group practices which have been accounted for using the purchase
method of accounting. Accordingly, the purchase price was allocated to assets
and liabilities acquired based upon their estimated fair values at the dates of
acquisition. The results of operations of the acquired companies are included
in the consolidated financial statements from the respective dates of
acquisition.
The following unaudited pro forma consolidated results of operations
of the Company and its subsidiaries for the three months ended March 31, 1996
give effect on a pro forma basis as if the practices had been acquired as of
January 1, 1996:
Page 7 of 17
<PAGE> 8
APOGEE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
MARCH 31, 1996
(Dollars in thousands, except share and per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
---------------------
<S> <C>
Net revenues $20,086
=======
Net income $415
====
Net income per common share $.04
====
</TABLE>
The above pro forma information is not necessarily indicative of the
results of operations that would have occurred had the acquisitions been made
as of the beginning of the period or results which may occur in the future.
Information with respect to businesses acquired are as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31, 1996
------------------
<S> <C>
Cash paid (net of cash acquired)....................... $1,818
Common stock issued.................................... 191
Subordinated promissory notes issued................... 1,205
------
3,214
Liabilities assumed.................................... 221
------
$3,435
Fair value of assets acquired, principally
accounts receivable, property and equipment
and certain identifiable intangible assets.......... 297
------
Cost in excess of fair value of net assets
acquired............................................ $3,138
======
</TABLE>
NOTE 3 - INCOME TAXES
The provision for income taxes is based on the Company's estimated
effective income tax rate.
Page 8 of 17
<PAGE> 9
APOGEE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
MARCH 31, 1996
(Dollars in thousands, except share and per share data)
(Unaudited)
NOTE 4 - PROPERTY AND EQUIPMENT
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
<S> <C> <C>
Furniture, fixtures and equipment.......... $6,233 $5,796
Less: Accumulated depreciation........ 1,370 1,125
------ ------
$4,863 $4,671
====== ======
</TABLE>
NOTE 5 - ACCOUNTING FOR IMPAIRMENT OF LONG-LIVED ASSETS
Effective January 1, 1996, the Company adopted Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-lived
Assets and for Long-lived Assets to be Disposed of" ("SFAS 121") which
establishes accounting standards for the impairment of long-lived assets,
certain identified intangible assets and goodwill related to those assets to be
held and used and for long-lived assets and certain intangible assets to be
disposed of. In accordance with SFAS 121, the Company reviews the realizability
of long-lived assets, certain intangible assets and goodwill whenever events or
circumstances occur which indicate recorded cost may not be recoverable.
If such a review indicates that the undiscounted future cash flows is less than
the carrying amount of the asset, the carrying amount will be reduced to its
estimated fair value. The Company believes its previous impairment policy was
substantially similar to the new requirements, accordingly, adoption of the new
standard did not have a significant effect on the Company's financial position
or results of operations.
NOTE 6 - SUBSEQUENT EVENT
In April 1996, the Company finalized an agreement with a bank
establishing a two year credit facility ("credit facility") for up to a maximum
of $15 million. Borrowings availability under this credit facility are: based
on the value of selected assets, principally accounts receivable and property
and equipment; subject to various financial and non-financial covenants; and
secured by substantially all of the assets of the Company and its subsidiaries.
The proceeds of this credit facility are available for future acquisitions,
working capital and general corporate purposes.
Page 9 of 17
<PAGE> 10
APOGEE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS)
Apogee, Inc. ("Apogee" or the "Company") operates multi-disciplinary,
outpatient mental health group practices. The Company is one of the largest
providers of outpatient mental health services in the United States. Apogee
provides mental health and related services, principally at free-standing,
mental health clinics. In addition, the Company provides mental health
services in a number of inpatient facilities and at long-term care facilities
with which the Company has contractual agreements. The Company currently
operates 124 mental health clinics located in 14 states and the District of
Columbia.
Apogee's group practices provide a broad range of mental health
services, including diagnosis, psychiatric consultation, psychological
assessment and evaluation, medication monitoring, group and individual
psychotherapy, behavioral management, marriage, family and child therapy and
substance abuse and chemical dependency rehabilitation. The Company's
multi-disciplinary practices typically employ some or all of the following
professionals: board-certified or board-eligible psychiatrists, licensed
clinical psychologists, licensed clinical social workers, registered
psychiatric nurse practitioners, licensed marriage, family and child counselors
and other allied mental health professionals.
The Company's strategy is to develop, in selected geographic markets,
wholly owned or managed mental health care delivery systems which provide a
high quality of care in a cost-effective manner. The Company intends to pursue
growth both in its existing markets and geographically through the select
acquisition and development of additional mental health group practices and
practice management agreements. The Company believes that group practices
represent an attractive consolidation opportunity. By providing integrated
coverage of a market, the Company is able to generate significant cost
advantages and is therefore more attractive to payors.
The Company will continue to seek internal growth within the markets
it currently serves through business development and marketing activities to
local and regional payors, recruiting providers with established reputations,
"fold-ins" of existing practices, start-ups of new mental health clinics and
through expansion of services to facilities under contract.
During the three months ended March 31, 1996, the Company acquired
three group practices.
Page 10 of 17
<PAGE> 11
APOGEE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(DOLLARS IN THOUSANDS)
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 1996 AND 1995
NET REVENUES
For the three months ended March 31, 1996, the Company's net revenues
increased to $19,668 from $15,607 in the same period of the prior year, an
increase in revenues of $4,061 or 26%. This increase is a result of
acquisitions made subsequent to March 31, 1995. After adjusting for the impact
of closing certain long term care operations as a result of the Company's
restructuring in the fourth quarter of 1995, base business revenues
decreased approximately $650, primarily as a result of: 1) reduced revenue
volume in certain long term care markets which the Company continues to
service, but is not actively replacing terminated direct care providers due to
marginal reimbursement rates; and 2) the loss of several group practice
contracts.
GROSS PROFIT
Gross profit comprises net revenues less personnel, field management,
facility and other costs and expenses directly associated with the delivery of
services. Gross profit increased 7% to $4,677 for the three months ended March
31, 1996 from $4,359 for the comparable period last year. This increase is a
result of acquisitions made subsequent to March 31, 1995. After adjusting for
the impact of closing certain long term care operations as a result of the
Company's restructuring in the fourth quarter of 1995, gross profit from base
business decreased approximately $900, primarily as a result of: 1) the loss
of several group practice contracts, 2) clinician turnover/productivity at
certain group practice operations; and 3) investment in clinical and field
support positions in preparation for anticipated future revenue growth.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses comprise corporate office,
regional management and centralized billing expenses. Selling and
administrative expenses increased to $2,590 for the three months ended March
31, 1996 from $2,033 for the same period in 1995, primarily as a result of
acquisitions and, to a lesser extent, an increase in regional management
personnel. Selling and administrative expenses remained consistent at 13% of
net revenues.
Page 11 of 17
<PAGE> 12
APOGEE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(DOLLARS IN THOUSANDS)
PROVISION FOR DOUBTFUL ACCOUNTS
The provision for doubtful accounts increased to $983 or 5% of net
revenues for the three months ended March 31, 1996 from $661 or 4% for the same
period in 1995. This increase, as a percentage of net revenues, results
primarily from a decrease in contract revenue and long term care revenue which
have historically presented collectibility slightly higher than traditional
outpatient group practice revenue.
AMORTIZATION OF INTANGIBLE ASSETS AND EXCESS OF COST OVER FAIR VALUE NET ASSETS
ACQUIRED
Amortization of intangible assets and excess of cost over fair value
of net assets acquired increased to $576 for the three months ended March 31,
1996 from $371 for the same period in 1995. This increase was due to
additional acquisitions made subsequent to March 31, 1995.
INTEREST INCOME AND EXPENSE
Interest expense increased to $151 for the three months ended March
31, 1996 from $118 for the same period in 1995. Interest expense relates
primarily to acquisition related debt which has increased as a result of
acquisitions subsequent to March 31, 1995.
Interest income is primarily related to the Company's portfolio of
short-term investments. Interest income decreased to $87 from $378 for the
three month periods ending March 31, 1996 and 1995, respectively. This
decrease is primarily a result of a lower average outstanding investment
portfolio balance in 1996.
Page 12 of 17
<PAGE> 13
APOGEE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(DOLLARS IN THOUSANDS)
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1996, the Company's working capital decreased to $2,714
from $6,581 at December 31, 1995. The decrease in working capital was
principally a result of: 1) payments for businesses acquired and related
transaction costs; 2) principal payments on long-term acquisition debt; and 3)
to a lesser extent, payments for property and equipment.
Net cash provided by operations was $1,601 for the three months ended
March 31, 1996 compared to net cash used by operations of ($2,638) for the
comparable period in 1995. The increase in net cash flows from operations was
mainly due to increases in noncash expenses and improvement in the Company's
accounts receivable days sales outstanding ("DSO"). Cash and cash equivalents
decreased $5,740 from December 31, 1995 to March 31, 1996 due primarily to
payments for acquisitions of businesses, principal payments on long term
acquisition debt and purchases of property and equipment.
The Company is already experiencing benefits from the enhanced
management and financial controls implemented during the first quarter of 1996.
Accounts receivables decreased approximately $600 and the accounts receivable
DSO decreased to 65 days at March 31, 1996 from 75 days at December 31, 1995.
Management will continue to focus on further improving DSO throughout the year.
In April 1996, the Company finalized an agreement with a bank
establishing a two year credit facility ("credit facility") for up to a
maximum of $15 million. Borrowings availability under this credit facility
are: based on the value of selected assets, principally accounts receivable and
property and equipment; subject to various financial and non-financial
covenants; and secured by substantially all of the assets of the Company. The
proceeds of this credit facility are available for future acquisitions, working
capital and general corporate purposes.
The Company's current ratio, working capital and debt to equity ratio
are set forth below for the dates indicated.
<TABLE>
<CAPTION>
March 31, 1996 December 31, 1995
--------------------------- --------------------------
<S> <C> <C>
Current ratio 1.13:1 1.28:1
Working capital $2,714 $6,581
Debt to equity .13:1 .14:1
</TABLE>
Page 13 of 17
<PAGE> 14
APOGEE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
(DOLLARS IN THOUSANDS)
The Company believes that the cash flows generated by the Company's operations,
together with its existing cash and availability of borrowings under the credit
facility, will be sufficient to meet the Company's cash requirements in 1996.
FORWARD LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and
Results of Operations contains certain "forward-looking statements" as defined
in the Private Securities Litigation Reform Act of 1995. Such statements are
based on management's estimates, assumptions and projections. Major factors
that could cause results to differ materially from those expected by management
include, but are not limited to: the timing and nature of reimbursement
changes; the nature of changes in laws and regulations that govern various
aspects of behavioral health care; the availability, retention and productivity
of clinicians; decisions by managed care and other third party contractors; the
availability of acquisition candidates at purchase prices the Company believes
to be fair market; the direction and success of competitors; management
retention; and unanticipated market changes.
Page 14 of 17
<PAGE> 15
FORM 10-Q - QUARTER ENDED SEPTEMBER 30, 1995
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) The exhibits required to be filed as part of this Quarterly
Report on Form 10-Q are contained in the attached Index to
Exhibits.
b) Current Reports on Form 8-K
During the quarter ended March 31, 1996, the Company filed a
current report Form 8-K dated April 11, 1996 in which the
Company disclosed information under "Item 5. Other Events".
Page 15 of 17
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed in its behalf by the
undersigned thereunto duly authorized.
APOGEE, INC.
-------------------------------------------
(registrant)
May 10, 1996 /s/ Alan N. Vinick
- - --------------------- -------------------------------------------
(Date) By: Alan N. Vinick
Senior Vice President, Finance
and Administration and Chief
Financial Officer
Page 16 of 17
<PAGE> 17
INDEX TO EXHIBITS
10 (u) Credit agreement with PNC Bank, National Association dated on
April 11, 1996 (incorporated by reference to the Company's
current report on Form 8-K dated April 11, 1996).
27 Financial Data Schedule, which is submitted electronically to
the Securities and Exchange Commission for information only
and not filed.
Page 17 of 17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 1996 (UNAUDITED) AND THE
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 1996 (UNAUDITED) 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 6209
<SECURITIES> 0
<RECEIVABLES> 21707
<ALLOWANCES> 7761
<INVENTORY> 0
<CURRENT-ASSETS> 23424
<PP&E> 6233
<DEPRECIATION> 1370
<TOTAL-ASSETS> 106696
<CURRENT-LIABILITIES> 20710
<BONDS> 5467
0
0
<COMMON> 98
<OTHER-SE> 79186
<TOTAL-LIABILITY-AND-EQUITY> 106696
<SALES> 0
<TOTAL-REVENUES> 19668
<CGS> 0
<TOTAL-COSTS> 14991
<OTHER-EXPENSES> 576
<LOSS-PROVISION> 983
<INTEREST-EXPENSE> 151
<INCOME-PRETAX> 464
<INCOME-TAX> 116
<INCOME-CONTINUING> 348
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 348
<EPS-PRIMARY> .04
<EPS-DILUTED> .04
</TABLE>
