<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 1998
[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ________________
Commission file number 0-25528
-------------
ENVIROQ CORPORATION
(Exact name of small business issuer as specified in its charter)
Delaware 59 -3290346
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3918 Montclair Road, Suite 206
Birmingham, Alabama 35213
---------------------------------------- ---------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (205) 870-0588
--------------
N/A
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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
--- ---
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:
Common Stock, par value $0.01 1,009,377
----------------------------- ------------------
(Class) (Number of Shares)
Transitional Small Business Disclosure Format (Check one):
Yes [_] No [X]
<PAGE> 2
ENVIROQ CORPORATION AND SUBSIDIARIES
FORM 10-QSB JUNE 27, 1998
<TABLE>
<S> <C>
CONSOLIDATED CONDENSED BALANCE SHEETS -
JUNE 27, 1998 AND MARCH 28, 1998 3
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS -
THREE MONTHS ENDED JUNE 27, 1998 5
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS -
THREE MONTHS ENDED JUNE 27, 1998 6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
PART II - OTHER INFORMATION 12
SIGNATURES 14
</TABLE>
2
<PAGE> 3
ENVIROQ CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 27, 1998 March 28, 1998
------------- --------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 2,536,387 $ 2,545,100
Accounts receivable (no allowance considered necessary) 115,344 78,404
License fees receivable 930 -
Inventories 173,393 168,184
Notes Receivable 13,459 -
Refundable Income Taxes 37,622 63,470
Prepaid expenses and other assets 5,495 36,884
------------- -------------
Total current assets 2,882,631 2,892,042
------------- -------------
OTHER ASSETS:
Reorganization Cost 127,670 -
Employee notes receivable 11,858 11,858
Deferred Taxes 10,040 10,650
------------- -------------
Total other assets 149,568 22,508
------------- -------------
PROPERTY, PLANT AND EQUIPMENT, at cost
Land 310,135 310,135
Leasehold Improvements 8,312 -
Operating equipment 38,136 44,160
Other equipment and vehicles 57,917 57,917
------------- -------------
414,500 412,212
Less accumulated depreciation (55,174) (53,279)
------------- -------------
Property, plant and equipment, net 359,325 358,933
------------- -------------
TOTAL ASSETS $ 3,391,525 $ 3,273,483
============= =============
</TABLE>
See accompanying notes to consolidated condensed financial statements
3
<PAGE> 4
ENVIROQ CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
June 27, March 28,
1998 1998
----------- ------------
<S> <C> <C>
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 65,037 $ 46,733
Salaries, wages and related taxes 20,264 25,203
Income taxes payable 71,617 -
----------- ------------
Total current liabilities 156,918 71,936
----------- ------------
COMMITMENTS AND CONTINGENCIES (Note 3)
STOCKHOLDERS' EQUITY
Common stock (par value $.01 per share)
10,000,000 shares, authorized
1,009,377 shares, issued and outstanding 10,094 10,094
Additional paid-in capital 6,190,647 6,190,647
Accumulated deficit (2,966,134) (2,999,194)
----------- -----------
Total stockholders' equity 3,234,607 3,201,547
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 3,391,525 $ 3,273,483
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements
4
<PAGE> 5
ENVIROQ CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (ALL PERIODS UNAUDITED)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
-----------------------------
JUNE 27, JUNE 28,
1998 1997
<S> <C> <C>
REVENUES
Net revenues from sales and support $ 362,815 $ 233,486
Revenues from licenses - 80,000
------------ -----------
Total Revenues 362,815 313,486
COST OF REVENUES 180,310 201,191
------------ -----------
GROSS PROFIT 182,505 112,296
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 175,413 176,806
------------ -----------
INCOME (LOSS) FROM OPERATIONS 7,092 (64,511)
OTHER INCOME 35,766 31,960
------------ -----------
INCOME (LOSS) BEFORE INCOME TAXES 48,858 (32,550)
INCOME TAX EXPENSE (BENEFIT) 17,159 (4,883)
------------ -----------
NET INCOME (LOSS) $ 31,699 $ (27,667)
============ ===========
NET INCOME (LOSS) PER
SHARE $ 0.03 $ (0.03)
============ ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE> 6
ENVIROQ CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------------
JUNE 27, 1998 JUNE 28, 1997
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 31,699 $ (27,667)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation 1,895 2,618
Changes in assets and liabilities provided (used) cash (40,019) 82,202
------------- -------------
Net cash provided by (used in) operating activities (6,425) 52,270
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant and equipment (2,288) -
------------- -------------
Net cash used in investing activities (2,288) (0)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES - -
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS (8,713) 52,270
------------- -------------
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 2,545,100 2,379,613
------------- -------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 2,536,387 $ 2,431,883
============= =============
</TABLE>
See accompanying notes to consolidated condensed financial statements
6
<PAGE> 7
ENVIROQ CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - MANAGEMENT'S REPRESENTATION
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions for Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
These unaudited financial statements include all adjustments, consisting of
normal recurring accruals, which Enviroq Corporation considers necessary for a
fair presentation of the financial position and the results of operations for
these periods.
The results of operations for the three months ended June 27, 1998 are not
necessarily indicative of the results to be expected for the full year ending
March 27, 1999. For further information, refer to the financial statements and
footnotes thereto included in the Company's Form 10-KSB for the year ended
March 28, 1998, as filed with the Securities and Exchange Commission.
NOTE 2 - GENERAL
A. COMPANY INFORMATION
Enviroq Corporation, a Delaware corporation (the "Company"), was
incorporated on February 9, 1995. At the time of its incorporation, the
Company was a wholly-owned subsidiary of a Delaware corporation formerly
named Enviroq Corporation ("Old Enviroq"). Prior to April 18, 1995, the
Company was named New Enviroq Corporation ("New Enviroq"). On April 18,
1995, Old Enviroq distributed all of the issued and outstanding capital
stock of New Enviroq to the holders of the common stock of Old Enviroq
(the "Distribution"). Following the Distribution, the Company changed its
name from New Enviroq Corporation to Enviroq Corporation. Also following
the Distribution, Old Enviroq merged with a subsidiary of Insituform
Mid-America, Inc. ("IMA") and changed its name to Insituform Southeast,
Inc. ("Insituform Southeast").
The Company's principal executive office is located at 3918 Montclair
Road, Suite 206, Birmingham, Alabama 35213, and its telephone number is
(205) 870-0588. The Company's mailing address is P. O. Box 130062,
Birmingham, Alabama 35213.
The Company is currently principally engaged in the development,
commercialization, formulation and marketing of spray-applied resinous
products, and in the treatment of municipal wastewater biosolids. The
Company's operations are conducted primarily through Sprayroq(R), Inc., a
Florida corporation ("Sprayroq"), of which the Company owns 50% of the
outstanding capital stock. Sprayroq is engaged in the development,
commercialization, manufacture and marketing of spray-applied resinous
materials. The Company also owns 100% of the outstanding capital stock of
Synox(R) Corporation, a Delaware corporation ("Synox"). Synox has been
engaged in the research, development and marketing of a process for the
treatment of municipal wastewater biosolids. To date, most of the revenue
and operating income for the Company have resulted from the operations of
Sprayroq. While the Company intends to maintain Synox as a subsidiary,
management does not expect any significant revenues or other activity for
the foreseeable future, and intends to minimize expenses*.
7
<PAGE> 8
B. BASIS OF PRESENTATION
Principles of Consolidation - The consolidated financial statements
include the accounts of Enviroq Corporation, Synox and Sprayroq. All
significant intercompany transactions are eliminated. Although the Company
owns 50% of the outstanding capital stock of Sprayroq, all of the
operating results of Sprayroq have been included, without discount or
reduction. No minority interest is shown because of Sprayroq's accumulated
deficit position.
C. INCOME (LOSS) PER SHARE
Income (loss) per share was computed by dividing net income (loss) by the
1,009,377 shares of common stock outstanding as of June 27, 1998,
considering these shares to be outstanding for all periods presented.
NOTE 3 - COMMITMENTS AND CONTINGENCIES
Synox is the exclusive licensee of certain technology and know-how under a
license agreement with a company controlled by certain affiliates of the
Company. The agreement covers 15 states in the license territory.
Under the terms of its license agreement (as amended), Synox is subject to
minimum royalty provisions and to the maintenance of a $50,000 net worth and
the performance of other material provisions of the license agreement. Minimum
annual royalties (based upon retaining the 15 states currently under the
agreement) are due each January 1, for the ensuing calendar year through the
license expiration, according to the following schedule. The license agreement
was amended on December 22, 1997 to change the expiration date of the license
and to provide that no minimum royalty payment would be due on January 1, 1998,
but that such minimum royalty payments would resume on January 1, 1999, in
accordance with the following schedule.
<TABLE>
<CAPTION>
DUE DATE AMOUNT
<S> <C>
January 1, 1999 $ 90,336
January 1, 2000 180,671
January 1, 2001 180,671
January 1, 2002 through 2009 225,839
</TABLE>
Pursuant to the merger agreement between Old Enviroq and Synox, the
stockholders of Synox at the time of the merger received Old Enviroq shares
valued at $672,000 in the aggregate plus the right to receive additional shares
of Old Enviroq, dependent on the earnings of Synox, up to a maximum value of
$2,017,000. In addition, the then existing obligations of Synox under
promissory notes to certain shareholders ($767,376 at December 30, 1991 plus
additional interest at 7.66%) shall become payable by Synox in cash only after
such time as (i) all the contingent shares have been issued and (ii)
accumulated retained earnings are available for such payment. Interest shall
become payable only to the extent of available net earnings. As a result of the
Distribution of Company shares referred to in Note 2.A above, the obligation to
issue contingent shares became an obligation of the Company to issue its shares
in lieu of Old Enviroq shares. To the extent additional contingent shares
become issuable in the future or additional obligations become payable in the
future, such consideration will be recorded at that time at its fair value and
accounted for as additional intangible assets.
The Company and Replico Development Company, Inc. ("Replico") each own 50% of
the outstanding capital stock of Sprayroq, and pursuant to the Stockholder
Agreement dated as of March 25, 1992 between the Company (as successor to Old
Enviroq), Sprayroq and Replico, the parties agreed to vote their respective
shares to elect three directors designated by the Company and two directors
designated by Replico. Sprayroq has obtained its operating funds primarily from
the Company. Prior to October 15, 1996, the Company had made loans to Sprayroq
to fund the working capital and other needs of Sprayroq. On October 15, 1996,
the board of directors of Sprayroq voted to restructure and consolidate this
debt with the Company, and a Consolidated Note
8
<PAGE> 9
evidencing the restructured debt was executed on October 21, 1996 by Sprayroq.
As of June 27, 1998, the principal amount of the debt was approximately
$487,000. The rate of interest on the debt is 7% per annum. The debt will be
amortized over a 30-year period, with the balance of the principal due, in the
form of a "balloon" payment, on October 1, 2001.
* * * * *
9
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS
Revenue
For the three months ended June 27, 1998, the Company generated revenues
of approximately $363,000, as compared to approximately $313,000 for the
three months ended June 28, 1997, representing an increase of
approximately 16%. The increase in revenues for the three-month period is
primarily attributable to an increase in orders for materials from
Sprayroq's licensees.
Cost of Revenues / Gross Profit
Cost of revenues were approximately $180,000 for the three months ended
June 27, 1998, as compared to approximately $201,000 for the three months
ended June 28, 1997, representing a decrease of approximately 10%. Cost of
revenues for the three-month period decreased primarily as all revenues for
the three month period ended June 27, 1998 were derived from orders for
materials and parts from Sprayroq's licensees, which resulted in higher
gross profit margins, whereas a portion of the revenues for the period
ended June 28, 1997 were derived from the sale of a license, which
resulted in lower gross profit margins.
Gross profit margin was approximately 50% for the three months ended June
27, 1998, as compared to approximately 36% for the three months ended June
28, 1997.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses ("S,G&A") for the three
months ended June 27, 1998 were approximately $175,000, as compared to
approximately $177,000 for the three months ended June 28, 1997, a
decrease of approximately 1%. The decrease in S,G&A for the three month
period is marginal.
Other Income
Other income was approximately $36,000 for the three months ended June 27,
1998, as compared to approximately $32,000 for the three months ended June
28, 1997. For the three month period ended June 27, 1998, most of the
other income resulted from interest income and accrued interest receivable
by the Company from its bank cash deposits, money market accounts, and
other investments.
Net Income (Loss)
For the three months ended June 27, 1998, net income was approximately
$32,000, as compared to net loss of approximately $28,000 for the three
months ended June 28, 1997. The increase in net income for the three
months ended June 27, 1998 was primarily attributable to increased
revenues and improved gross profit margins.
Financial Condition
For the three months ended June 27, 1998, stockholders' equity increased
as compared to the preceding quarter ended March 28, 1998, primarily as a
result of increases in net income.
At June 27, 1998, the Company had approximately $2,726,000 in working
capital and a current ratio of 18.4-to-1, as compared to working capital
of approximately $2,820,000 and a current ratio of 40.2-to-1 at March 28,
1998.
10
<PAGE> 11
At June 27, 1998, the Company's cash and cash equivalents totaled
approximately $2,536,000. In addition, accounts receivable totaled
approximately $115,000. The Company used approximately $9,000 in cash from
operating and investing activities during the three month period ended
June 27, 1998, primarily as a result of increases in accounts receivable
and inventories as well as costs related to the Agreement and Plan of
Reorganization, dated April 22, 1998, by and among the Company and other
entities.
Depreciation expense was approximately $2,000 for the three months ended
June 27, 1998. Net fixed assets were approximately the same on March 28,
1998 and June 27, 1998. The lack of change in net fixed assets is
attributable to the purchase of equipment offsetting the accumulated
depreciation.
The Company does not believe that there is any appreciable seasonal impact
on the business of the Company, although extreme cold weather may impair
installation of spray-applied materials which may result in decreased
resin sales by Sprayroq*.
The Company's undeveloped property in Jacksonville, Florida (approximately
10.6 acres) is currently being offered for sale, which may result in an
increase in the Company's cash*.
Operating cash flow combined with available cash and cash equivalents are
currently expected to be sufficient in amount to provide resources to the
Company's working capital needs during fiscal year 1999*.
11
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
None.
ITEM 2 - Changes in Securities
None.
ITEM 3 - Defaults upon Senior Securities
None.
ITEM 4 - Submission of Matters to a Vote of Security Holders
None.
ITEM 5 - Other Information
On July 14, 1998, the Company entered into an Agreement for Sale and Purchase
of Property with L.J. Development Group, Inc. for the sale of the Company's
real property located on Phillips Highway in Jacksonville, Florida (the "Land
Agreement"). The total purchase price is $4.00 per net square foot of the
approximately 10.6 acres, less any property subsequently determined to be
"Jurisdictional Lands" as defined in the Land Agreement. The closing of the
sale is subject to several terms and conditions as provided in the Land
Agreement.
12
<PAGE> 13
ITEM 6 - Exhibits and Reports on Form 8-K
(a) The following exhibits are included or are incorporated by reference
into this Form 10-QSB:
Description of Exhibits
<TABLE>
<CAPTION>
Item
<S> <C>
*3.01 Certificate of Incorporation of New Enviroq Corporation. Exhibit 3.01 to the Company's
Registration Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by
reference (Commission File No. 0-25528).
*3.02 Certificate of Amendment to Certificate of Incorporation of New Enviroq Corporation. Exhibit
3.02 to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995, is
incorporated herein by reference (Commission File No. 0-25528).
*3.03 Bylaws of New Enviroq Corporation. Exhibit 3.03 to the Company's Registration Statement on
Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No.
0-25528).
*4.01 Certificate of Designation of Rights and Preferences of Series A Preferred Stock. Exhibit 4.01
to the Company's Registration Statement on Form 10-SB/A2 dated April 12, 1995 , is incorporated
herein by reference (Commission File No. 0-25528).
*4.02 Form of Certificate of Common Stock. Exhibit 4.02 to the Company's Registration Statement on
Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference (Commission File No.
0-25528).
*4.03 Form of Certificate of Series A Preferred Stock. Exhibit 4.03 to the Company's Registration
Statement on Form 10-SB/A2 dated April 12, 1995, is incorporated herein by reference
(Commission File No. 0-25528).
*4.04 Stock Agreement, dated April 22, 1998, by and among certain shareholders of the Company, Institutional
Asset Management, Inc., and Capital Research Corporation. Exhibit 4 to the Report on form 8-K, dated
April 23, 1998, is incorporated herein by reference (Commission File No. 0-25528).
*10.26 Agreement and Plan of Reorganization by and among Intrepid Capital Corporation, the Company,
Freedom Holdings of Alabama, Inc., Institutional Asset Management, Inc., IAM Merger Sub, Inc.
Capital Research Corporation, and CRC Merger Sub, Inc. dated as of April 22, 1998. Exhibit 2
to the Report on Form 8-K, dated April 23, 1998, is incorporated herein by reference
(Commission File No. 0-25528).
27.0 Financial Data Schedule
</TABLE>
* Exhibits incorporated by reference.
(b) Reports on Form 8K filed during the period:
On April 23, 1998, the Company filed a Current Report on Form 8-K with
the Securities and Exchange Commission. In this Form 8-K, the Company
disclosed, pursuant to Item 5, that the Company had entered into an
Agreement and Plan of Reorganization, dated as of April 22, 1998, by
13
<PAGE> 14
and among Enviroq Corporation, Institutional Asset Management,
Inc., Capital Research Corporation, Intrepid Capital Corporation
and certain other entities.
"Safe Harbor" Statement under the Private Securities Litigation
Reform Act of 1995:
With the exception of historical factual information, the matters and
statements discussed, made or incorporated by reference in this Quarterly
Report on Form 10-QSB (including statements regarding trends in the industry
and the business and growth and financing strategies of the Company), as well
as those statements specifically designated with an asterisk (*), constitute
forward-looking statements, contain the words "estimates," "projects,"
"intends," "believes," "anticipates," "expects," and words of similar import,
are based upon current expectations and are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements and words involve known and unknown assumptions,
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performance, or achievements expressed or implied by such
forward-looking statements or words. Such assumptions, risks, uncertainties and
factors include those associated with general economic and business conditions;
industry trends, cyclicality and seasonality; litigation arising in the course
of the Company's business; dependence on key personnel and favorable
relationships with employees; relationships with and dependence on customers,
and suppliers; changes in the business strategy or development plans of the
Company; the availability, terms and deployment of capital; changes in or the
failure to comply with government regulations; and the inability or failure to
identify or consummate successful acquisitions or to assimilate the operations
of any acquired businesses with those of the Company; and other assumptions,
risks, uncertainties and factors reflected from time to time in the Company's
filings with the Securities and Exchange Commission. The Company expressly
disclaims any obligation to update any forward-looking statements as a result
of developments occurring after the filing of this report.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ENVIROQ CORPORATION
Date: August 11, 1998 By: /s/ William J. Long
----------------------------------
William J. Long, President
and Chief Executive Officer
(Principal Financial and
Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE
27, 1998 UNAUDITED FINANCIAL STATEMENTS OF ENVIROQ CORPORATION AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-27-1999
<PERIOD-START> MAR-29-1998
<PERIOD-END> JUN-27-1998
<CASH> 2,536,387
<SECURITIES> 0
<RECEIVABLES> 115,344
<ALLOWANCES> 0
<INVENTORY> 173,393
<CURRENT-ASSETS> 2,882,631
<PP&E> 414,500
<DEPRECIATION> 55,174
<TOTAL-ASSETS> 3,391,525
<CURRENT-LIABILITIES> 156,918
<BONDS> 0
0
0
<COMMON> 10,094
<OTHER-SE> 3,234,607
<TOTAL-LIABILITY-AND-EQUITY> 3,391,525
<SALES> 362,815
<TOTAL-REVENUES> 362,815
<CGS> 180,310
<TOTAL-COSTS> 175,413
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (35,766)
<INCOME-PRETAX> 48,858
<INCOME-TAX> 17,159
<INCOME-CONTINUING> 31,699
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 31,699
<EPS-PRIMARY> 0.03
<EPS-DILUTED> 0.03
</TABLE>
