-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vw5rwmZBHFr3pBWFVTnJcDA08v8bUzhP35pvCT9EB7jaq9AbyozLz6e3GwXRcM99 v7oqA/hW3G0dYLJNjOKylg== 0000950138-98-000139.txt : 19980817 0000950138-98-000139.hdr.sgml : 19980817 ACCESSION NUMBER: 0000950138-98-000139 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980630 FILED AS OF DATE: 19980813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OUTSOURCING SOLUTIONS INC CENTRAL INDEX KEY: 0001027574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 582197161 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867 FILM NUMBER: 98686017 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAYCO AMERICAN CORP CENTRAL INDEX KEY: 0000076741 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 391133219 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-05589 FILM NUMBER: 98686018 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CFC SERVICES CORP CENTRAL INDEX KEY: 0001029300 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133866487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-01 FILM NUMBER: 98686019 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A M MILLER & ASSOCIATES INC CENTRAL INDEX KEY: 0001029301 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133866487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-02 FILM NUMBER: 98686020 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL ALLIANCE INC CENTRAL INDEX KEY: 0001029303 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133866487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-03 FILM NUMBER: 98686021 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALASKA FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001029305 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 911329919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-04 FILM NUMBER: 98686022 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHWEST CREDIT SERVICES INC CENTRAL INDEX KEY: 0001029306 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 860710975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-05 FILM NUMBER: 98686023 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCOUNT PORTFOLIOS INC CENTRAL INDEX KEY: 0001029307 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 582195793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-06 FILM NUMBER: 98686024 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCOUNT PORTFOLIOS LP CENTRAL INDEX KEY: 0001029308 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 133866487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-08 FILM NUMBER: 98686025 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAYCO GENERAL AMERICAN CREDITS INC CENTRAL INDEX KEY: 0001029315 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 391314048 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-12 FILM NUMBER: 98686026 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL ACCOUNT SYSTEMS INC CENTRAL INDEX KEY: 0001029317 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 363006209 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-13 FILM NUMBER: 98686027 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSITY ACCOUNTING SERVICE INC CENTRAL INDEX KEY: 0001029318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 391357406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-14 FILM NUMBER: 98686028 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSET RECOVERY & MANAGEMENT CORP CENTRAL INDEX KEY: 0001029319 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 391357406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-15 FILM NUMBER: 98686029 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INDIANA MUTUAL CREDIT ASSOCIATION INC CENTRAL INDEX KEY: 0001029320 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 391357406 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-16 FILM NUMBER: 98686030 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FURST & FURST INC CENTRAL INDEX KEY: 0001029386 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 391758997 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-17 FILM NUMBER: 98686031 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JENNIFER LOOMIS & ASSOCIATES INC CENTRAL INDEX KEY: 0001029387 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 953850888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-18 FILM NUMBER: 98686032 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FM SERVICES CORP CENTRAL INDEX KEY: 0001029388 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 953850888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-19 FILM NUMBER: 98686033 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALINK INC CENTRAL INDEX KEY: 0001029389 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 953850888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-20 FILM NUMBER: 98686034 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROFESSIONAL RECOVERIES INC CENTRAL INDEX KEY: 0001029390 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 953850888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-21 FILM NUMBER: 98686035 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAYCO AMERICAN INTERNATIONAL CORP CENTRAL INDEX KEY: 0001029391 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 953850888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-22 FILM NUMBER: 98686036 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCOUNT PORTFOLIOS GP INC CENTRAL INDEX KEY: 0001029715 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-07 FILM NUMBER: 98686037 BUSINESS ADDRESS: STREET 1: 3300 NORTHEAST EXPRESSWAY STREET 2: BUILDING 1 STE M CITY: ATLANTA STATE: GA ZIP: 30341 BUSINESS PHONE: 7704514862 MAIL ADDRESS: STREET 1: 3300 NORTHEAST EXPRESSWAY STREET 2: BUILDING 1 STE M CITY: ATLANTA STATE: GA ZIP: 30341 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHERMAN ACQUISITION CORP CENTRAL INDEX KEY: 0001051794 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-23 FILM NUMBER: 98686038 BUSINESS ADDRESS: STREET 1: C/O OUTSOURCING SOLUTIONS INC STREET 2: 390 SOUTH WOODS MILL ROAD CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: C/O OUTSOURCING SOLUTIONS INC STREET 2: 390 SOUTH WOODS MILL ROAD CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIED BOND & COLLECTION AGENCY INC CENTRAL INDEX KEY: 0001058618 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223200628 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-24 FILM NUMBER: 98686039 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CHILD SUPPORT SERVICE BUREAU INC CENTRAL INDEX KEY: 0001058619 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232807100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-25 FILM NUMBER: 98686040 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL CREDIT CORP CENTRAL INDEX KEY: 0001058620 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232807100 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-26 FILM NUMBER: 98686041 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH PERFORMANCE SERVICES INC CENTRAL INDEX KEY: 0001058621 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593383407 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-27 FILM NUMBER: 98686042 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH PERFORMANCE SERVICES OF FLORIDA INC CENTRAL INDEX KEY: 0001058622 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593473475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-28 FILM NUMBER: 98686043 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE PERFORMANCE INC CENTRAL INDEX KEY: 0001058624 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133861550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-29 FILM NUMBER: 98686044 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE PERFORMANCE OF FLORIDA INC CENTRAL INDEX KEY: 0001058625 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593378200 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-30 FILM NUMBER: 98686045 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSWORLD SYSTEMS INC CENTRAL INDEX KEY: 0001058626 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 941728881 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-31 FILM NUMBER: 98686046 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCO PROPERTIES INC CENTRAL INDEX KEY: 0001058627 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 941728881 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-32 FILM NUMBER: 98686047 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION FINANCIAL SERVICES GROUP INC CENTRAL INDEX KEY: 0001058628 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 222630947 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-33 FILM NUMBER: 98686048 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN RECOVERY CO INC CENTRAL INDEX KEY: 0001058629 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 520937211 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-34 FILM NUMBER: 98686049 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSN CORP CENTRAL INDEX KEY: 0001058630 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251319485 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-35 FILM NUMBER: 98686050 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENAD CONNECTOR CORP CENTRAL INDEX KEY: 0001058631 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042428227 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-36 FILM NUMBER: 98686051 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UCO MBA CORP CENTRAL INDEX KEY: 0001058632 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 231704744 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-37 FILM NUMBER: 98686052 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION SPECIAL STEEL CASTING CORP CENTRAL INDEX KEY: 0001058633 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 251154811 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-15867-38 FILM NUMBER: 98686053 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PERIMETER CREDIT LLP CENTRAL INDEX KEY: 0001058634 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510369044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-15867-39 FILM NUMBER: 98686054 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF STATE CREDIT LLP CENTRAL INDEX KEY: 0001058635 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510369044 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-15867-40 FILM NUMBER: 98686055 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE PERFORMANCE OF GEORGIA INC CENTRAL INDEX KEY: 0001067124 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 593487654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-38 FILM NUMBER: 98687037 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: C/O OUTSOURCING SOLUTIONS INC STREET 2: 390 SOUTH WOODS MILL RD STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTH SHORE AGENCY INC CENTRAL INDEX KEY: 0001067125 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 113399772 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-39 FILM NUMBER: 98687038 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: C/O OUTSOURCING SOLUTIONS INC STREET 2: 390 SOUTH WOODS MILL RD STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACCELERATED BUREAU OF COLLECTIONS INC CENTRAL INDEX KEY: 0001067126 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 841438860 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-16867-40 FILM NUMBER: 98687039 BUSINESS ADDRESS: STREET 1: 390 SOUTH WOODS MILL RD STREET 2: STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 BUSINESS PHONE: 3145760022 MAIL ADDRESS: STREET 1: C/O OUTSOURCING SOLUTIONS INC STREET 2: 390 SOUTH WOODS MILL RD STE 350 CITY: CHESTERFIELD STATE: MO ZIP: 63017 10-Q 1 QUARTERLY REPORT FOR QUARTER ENDED 6/30/1998 Form 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1998 ------------- 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 333-16867 --------- Outsourcing Solutions Inc. ----------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 58-2197161 ------------------------------------------ ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 390 South Woods Mill Road, Suite 350 Chesterfield, Missouri 63017 ------------------------------------------ ----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (314) 576-0022 -------------- Check here whether the issuer (1) has filed all reports required to be filed by Sections 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 June 30, 1998, the following shares of the Registrant's common stock were issued and outstanding: Voting common stock 3,477,126.01 Class A convertible nonvoting common stock 391,740.58 Class B convertible nonvoting common stock 400,000.00 Class C convertible nonvoting common stock 1,040,000.00 ------------- 5,308,866.59 ============ Transitional Small Disclosure (check one): Yes [ ] No [ X ] ----- --- --- OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES INDEX Part I. Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets June 30, 1998 (unaudited) and December 31, 1997....................................... 3 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 1998 and 1997 (unaudited)................ 4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 1998 and 1997 (unaudited).................................... 5 Notes to Condensed Consolidated Financial Statements (unaudited).................................. 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........... 9 Part II. Other Information.......................................... 12 OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands except share and per share amounts)
June 30, December 31, 1998 1997 Unaudited Audited ASSETS CURRENT ASSETS: Cash and cash equivalents $ 14,818 $ 3,217 Cash and cash equivalents held for clients 27,212 20,762 Current portion of purchased loans and accounts receivable portfolios 40,537 42,915 Accounts receivable - trade, less allowance for doubtful receivables of $1,385 and $438 39,220 27,192 Other current assets 7,540 2,119 ---------- ---------- Total current assets 129,327 96,205 PURCHASED LOANS AND ACCOUNTS RECEIVABLE PORTFOLIOS 23,009 19,537 PROPERTY AND EQUIPMENT, net 45,334 32,563 INTANGIBLE ASSETS, net 426,581 219,795 DEFERRED FINANCING COSTS, net 14,100 12,517 OTHER ASSETS 453 1,073 ---------- ---------- TOTAL $ 638,804 $ 381,690 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES: Accounts payable - trade $ 7,347 $ 6,977 Collections due to clients 27,212 20,762 Accrued compensation 13,834 8,332 Other current liabilities 50,792 26,131 Current portion of long-term debt 16,713 15,445 ---------- ---------- Total current liabilities 115,898 77,647 LONG-TERM DEBT 510,222 309,521 OTHER LONG-TERM LIABILITIES 23,903 - STOCKHOLDERS' EQUITY (DEFICIT): 8% nonvoting cumulative redeemable exchangeable preferred stock; authorized 1,000,000 shares, 973,322.32 and 935,886.85 shares, respectively, issued and outstanding, at liquidation value of $12.50 per share 12,167 11,699 Voting common stock; $.01 par value; authorized 7,500,000 shares, 3,477,126.01 shares issued and outstanding 35 35 Class A convertible nonvoting common stock; $.01 par value; authorized 7,500,000 shares, 391,740.58 shares issued and outstanding 4 4 Class B convertible nonvoting common stock; $.01 par value; authorized 500,000 shares, 400,000 shares issued and outstanding 4 4 Class C convertible nonvoting common stock; $.01 par value; authorized 1,500,000 shares, 1,040,000 shares issued and outstanding 10 10 Paid-in capital 66,958 66,958 Retained deficit (90,397) (84,188) ---------- ---------- Total stockholders' equity (deficit) (11,219) (5,478) ---------- ---------- TOTAL $ 638,804 $ 381,690 ========== ==========
See notes to the unaudited condensed consolidated financial statements. OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands)
Three Months Ended Six Months Ended June 30, June 30, 1998 1997 1998 1997 REVENUES $123,905 $ 66,284 $238,731 $130,126 EXPENSES: Salaries and benefits 58,601 32,538 113,153 64,800 Service fees and other operating and administrative expenses 34,317 16,315 69,970 33,568 Amortization of loans and accounts receivable purchased 13,318 9,490 22,358 18,036 Amortization of goodwill and other intangibles 4,048 7,965 7,543 15,976 Depreciation expense 3,350 2,533 6,477 5,057 --------- --------- --------- -------- Total expenses 113,634 68,841 219,501 137,437 --------- --------- --------- -------- OPERATING INCOME (LOSS) 10,271 (2,557) 19,230 (7,311) INTEREST EXPENSE - Net 13,166 7,274 24,390 13,797 --------- --------- --------- -------- LOSS BEFORE INCOME TAXES AND MINORITY INTEREST (2,895) (9,831) (5,160) (21,108) INCOME TAX BENEFIT - (3,333) - (6,829) MINORITY INTEREST - - 572 - --------- --------- --------- -------- NET LOSS (2,895) (6,498) (5,732) (14,279) PREFERRED STOCK DIVIDEND REQUIREMENTS 243 225 477 420 --------- --------- --------- -------- NET LOSS TO COMMON STOCKHOLDERS $ (3,138) $ (6,723) $ (6,209) $(14,699) ========= ========= ========= =========
See notes to the unaudited condensed consolidated financial statements. OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (In thousands except share amounts)
Six Months Ended June 30, ------------------------- 1998 1997 OPERATING ACTIVITIES: Net loss $ (5,732) $(14,279) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 15,400 21,945 Amortization of loans and accounts receivable purchased 22,358 18,036 Deferred taxes - (6,829) Minority interest 572 - Change in assets and liabilities: Other current assets 6,490 (2,971) Accounts payable and other current liabilities (8,411) (10,053) --------- --------- Net cash provided by operating activities 30,677 5,849 --------- --------- INVESTING ACTIVITIES: Payments for acquisitions, net of cash acquired (167,208) - Purchase of loans and accounts receivable portfolios (23,258) (24,928) Acquisition of property and equipment (7,145) (3,597) --------- --------- Net cash used in investing activities (197,611) (28,525) --------- --------- FINANCING ACTIVITIES: Proceeds from term loans 225,469 21,450 Borrowings under revolving credit agreement 116,500 5,000 Repayments under revolving credit agreement (132,350) (5,000) Repayments of debt (28,121) (4,816) Deferred financing fees (2,963) (420) ---------- --------- Net cash provided by financing activities 178,535 16,214 --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,601 (6,462) CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 3,217 14,497 --------- --------- CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,818 $ 8,035 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during period for interest $ 18,823 $ 8,609 ========= =========
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES - During the six months ended June 30, 1998 and 1997, the Company paid preferred stock dividends of $468 and $433, respectively, through the issuance of 37,435.47 shares and 34,611.20 shares of preferred stock, respectively. See notes to the unaudited condensed consolidated financial statements. OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (In thousands) NOTE 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 1998 are not necessarily indicative of the results that may be expected for the year ended December 31, 1998. For purposes of comparability, certain prior year and prior quarter amounts have been reclassified to conform with current quarter and year to date presentation. These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto contained in the Company's Form 10-K for the year ended December 31, 1997. NOTE 2. ACQUISITION On January 23, 1998, the Company acquired through a tender offer approximately 77% of the outstanding shares of The Union Corporation's ("Union") common stock for $31.50 per share. The merger was completed on March 31, 1998. The aggregate purchase price of the Union acquisition was approximately $230,000 including transaction fees, assumed liabilities, and certain adjustments to conform to the Company's accounting policies. The Company financed the acquisition with funds provided by the Second Amended and Restated Credit Agreement (as defined herein). Union furnishes a broad range of credit and receivables management outsourcing services as well as management and collection of accounts receivable. The acquisition was accounted for under the purchase method of accounting. Accordingly, the purchase price has been preliminarily allocated based upon the estimated fair value of the net assets acquired. This treatment resulted in approximately $214,025 of goodwill that will be amortized over 30 years using the straight-line method. Union's operating results have been included in the Company's consolidated results since January 23, 1998, recognizing the minority interest through the completion date of the merger. The unaudited proforma consolidated financial data presented below gives effect to the Union acquisition as well as the North Shore Agency and Accelerated Bureau of Collections acquisitions that occurred in the fourth quarter of 1997, as if such acquisitions had occurred as of the beginning of each period presented. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable. The unaudited pro forma consolidated financial data does not purport to represent what the Company's financial position or results of operations would have been if consummation of the acquisitions of Union, North Shore Agency and Accelerated Bureau of Collections had occurred on the date indicated or what may be achieved in the future. Except for the elimination of costs associated with duplicative administrative functions and facilities based upon actions actually taken as of the close of the transactions, anticipated cost savings have not been reflected in this presentation. The unaudited pro forma consolidated financial data should be read in conjunction with the historical consolidated financial statements and accompanying notes for the Company, Union, North Shore Agency and Accelerated Bureau of Collections.
For the three months For the six months Ended June 30, Ended June 30, 1998 1997 1998 1997 Revenues $123,905 $114,220 $246,085 $228,321 ======== ======== ======== ======== Net loss $(2,895) $(7,238) $(6,853) $(15,920) ======== ======== ======== ========
NOTE 3. DEBT On January 26, 1998, the Company entered into a Second Amended and Restated Credit Agreement ("Agreement") with a group of banks to fund the Union acquisition. This Agreement amended the Company's existing credit agreement. The Agreement consists of a $412,422 term loan facility and a $58,000 revolving credit facility. The term loan facility consists of a term loan of $62,500 ("Term Loan A"), a term loan of $124,922 ("Term Loan B") and a term loan of $225,000 ("Term Loan C"), which mature on October 15, 2001, 2003 and 2004, respectively. The Company is required to make quarterly principal repayments on each term loan. Term Loan A bears interest, at the Company's option, (a) at a base rate equal to the greater of the federal funds rate plus 0.5% or the lender's customary base rate, plus 1.5% or (b) at the reserve adjusted Eurodollar rate plus 2.5%. Term Loans B and C bear interest, at the Company's option, (a) at a base rate equal to the greater of the federal funds rate plus 0.5% or the lender's customary base rate, plus 2.0% or (b) at the reserve adjusted Eurodollar rate plus 3.0%. The revolving credit facility has a term of five years and is fully revolving until October 15, 2001. The revolving credit facility bears interest, at the Company's option, (a) at a base rate equal to the greater of the federal funds rate plus 0.5% or the lender's customary base rate, plus 1.5% or (b) at the reserve adjusted Eurodollar rate plus 2.5%. The Agreement is guaranteed by all of the Company's present domestic subsidiaries and is secured by all of the stock of the Company's present domestic subsidiaries and by substantially all of the Company's domestic property assets. The Agreement contains certain covenants the more significant of which limit dividends, asset sales, acquisitions and additional indebtedness, as well as requires the Company to satisfy certain financial performance ratios. On April 17, 1998 and May 27, 1998, as required by the Agreement, the Company entered into interest rate collar agreements with a notional principal value of $35,000 and $33,000, respectively, for the purpose of managing interest rate risk on a portion of floating-rate long-term debt. The collar agreements fix the interest rate on certain variable-rate debt to a range of 6.50% to 8.58%. The contracts have a maturity date of April 17, 2001 and February 27, 2001, respectively. The Company is exposed to credit loss in the event of nonperformance by counterparties to the collar agreements. NOTE 4. LITIGATION The Company is subject to various investigations, claims and legal proceedings covering a wide range of matters that arise in the normal course of business and are routine to the nature of the Company's business. In addition, as a result of the Union acquisition, the Company is a party to several on-going environmental remediation investigations by federal and state governmental agencies and clean-ups and, along with other companies, has been named a "potentially responsible party" for certain waste disposal sites. Each of these matters is subject to various uncertainties, and it is possible that some of these matters will be decided unfavorably against the Company. The Company has established, with input from environmental and legal experts, accruals for matters that are in its view probable and reasonably estimable. Based on information presently available, management believes that existing accruals are sufficient to satisfy any known environmental liabilities. NOTE 5. COMPREHENSIVE INCOME Effective January 1, 1998, the Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," which established standards for the reporting and display of comprehensive income and its components. The adoption of this statement did not affect the Company's consolidated financial statements for the three month and six month periods ended June 30, 1998 and 1997. Comprehensive loss for the three month and six month periods ended June 30, 1998 and 1997 were equal to the Company's net loss. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Three Months Ended June 30, 1998 Compared to Three Months Ended June 30, 1997 Revenues for the three months ended June 30, 1998 were $123.9 million compared with $66.3 million in the same period last year - an increase of 86.9%. The revenue increase of $57.6 million was due to increased fee services and portfolio sales revenues of $5.3 million - an increase of 7.9% over last year, and $52.3 million from the acquisitions of Union, North Shore Agency and Accelerated Bureau of Collections. Revenues from fee services were $87.7 million for the three months ended June 30, 1998 compared to $38.8 million in the comparable period in 1997. The increase in fee revenues was due to a 7.2% increase in existing business and $46.1 million from the three acquisitions. Revenues from purchased portfolios increased to $21.3 million for the quarter ended June 30, 1998 compared to $17.5 million in 1997 - an increase of 22.1%. The increased revenue resulted from both higher collection revenue and strategic sales of portfolios. The outsourcing revenue of $14.9 million compared favorably to prior year of $10.0 million due primarily to the Union acquisition. Operating expenses for the three months ended June 30, 1998 were $113.6 million compared to $68.8 million for the comparable period in 1997 - an increase of $44.8 million. Operating expenses, exclusive of amortization and depreciation charges, were $92.9 million for the three months ended June 30, 1998 and $48.9 million for the comparable period in 1997. The increase in operating expenses, exclusive of amortization and depreciation charges, resulted from the three acquisitions. Of the $113.6 million in operating expenses for the three months ended June 30, 1998, $20.7 million was attributable to amortization and depreciation charges compared to $19.9 million for the same period last year. The higher amortization and depreciation charges were due to increased portfolio amortization resulting from increased portfolio revenue as well as increased depreciation and amortization of goodwill related to the three acquisitions offset partially by no account placement inventory amortization in 1998 since account placement inventory was fully amortized as of December 31, 1997. As a result of the above, the Company generated operating income of $10.3 million for the three months ended June 30, 1998 compared to an operating loss of $2.5 million for the comparable period in 1997. Earnings before interest expense, taxes, depreciation and amortization (EBITDA) for the quarter ended June 30, 1998 was $31.0 million compared to $17.4 million in 1997. The increase of $13.6 million consisted of $8.9 million as a result of the three acquisitions and $4.7 million primarily from the increased fee and portfolio revenues of $5.3 million. Interest expense, net for the three months ended June 30, 1998 was $13.2 million compared to $7.3 million for the comparable period in 1997. The increase was primarily due to additional indebtedness incurred to finance the Union, North Shore Agency and Accelerated Bureau of Collections acquisitions. Consistent with management's assessment made in the fourth quarter of 1997, the potential tax benefits generated by additional net operating loss carryovers or the future reversal of the net deductible temporary differences for the three months ended June 30, 1998 were fully offset by valuation allowances of $1.2 million. Due to the factors stated above, the net loss for the quarter ended June 30, 1998 was $2.9 million compared to $6.5 million for the comparable period in 1997 - - an improvement of $3.6 million. Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997 Revenues for the six months ended June 30, 1998 were $238.7 million compared with $130.1 million in the same period last year - an increase of 83.5%. The revenue increase of $108.6 million was due to increased fee services and portfolio sales revenues of $9.2 million - an increase of 7.0% over last year, and $99.4 million from the acquisitions of Union, North Shore Agency and Accelerated Bureau of Collections. Revenues from fee services were $170.5 million for the six months ended June 30, 1998 compared to $77.2 million in the comparable period in 1997. The increase in fee revenues was due to a 6.5% increase in existing business and $88.3 million from the three acquisitions. Revenues from purchased portfolios increased to $39.8 million for the six months ended June 30, 1998 compared to $33.2 million in 1997 - up 20.2%. The increased revenue resulted from both higher collection revenue and strategic sales of portfolios. The outsourcing revenue of $28.4 million compared favorably to prior year of $19.7 million due primarily to the Union acquisition. Operating expenses for the six months ended June 30, 1998 were $219.5 million compared to $137.4 million for the comparable period in 1997. Operating expenses, exclusive of amortization and depreciation charges, were $183.1 million for the six months ended June 30, 1998 and $98.4 million for the comparable period in 1997. The increase in operating expenses, exclusive of amortization and depreciation charges, resulted primarily from the three acquisitions as well as higher collection-related expenses due to the increased revenues. Of the $219.5 million in operating expenses for the six months ended June 30, 1998, $36.4 million was attributable to amortization and depreciation charges compared to $39.1 million for the same period last year. The lower amortization and depreciation charges resulted from no account placement inventory amortization in 1998 ($12.1 million in 1997) since account placement inventory was fully amortized as of December 31, 1997 offset partially by depreciation and amortization of goodwill related to the three acquisitions and increased portfolio amortization resulting from increased portfolio revenue. As a result of the above, the Company generated operating income of $19.2 million for the six months ended June 30, 1998 compared to an operating loss of $7.3 million for the comparable period in 1997. Earnings before interest expense, taxes, depreciation and amortization (EBITDA) for the six months ended June 30, 1998 was $55.6 million compared to $31.7 million in 1997. The increase of $23.9 million consisted of $17.6 million as a result of the three acquisitions and $6.3 million primarily from the increased fee and portfolio revenues of $9.2 million. Interest expense, net for the six months ended June 30, 1998 was $24.4 million compared to $13.8 million for the comparable period in 1997. The increase was primarily due to additional indebtedness incurred to finance the Union, North Shore Agency and Accelerated Bureau of Collections acquisitions. Consistent with management's assessment made in the fourth quarter of 1997, the potential tax benefits generated by additional net operating loss carryovers or the future reversal of the net deductible temporary differences for the six months ended June 30, 1998 were fully offset by valuation allowances of $2.1 million. Minority interest in earnings in 1998 resulted from the Union acquisition. On January 23, 1998, the Company acquired approximately 77% of the outstanding common stock of Union through a tender offer. The purchase of all outstanding common stock of Union was completed on March 31, 1998. The Company recognized minority interest in earnings of Union during the period from January 23, 1998 to March 31, 1998. Due to the above, the net loss for the six months ended June 30, 1998 was $5.7 million compared to $14.3 million for the comparable period in 1997 - an improvement of $8.6 million. Financial Condition, Liquidity and Capital Resources At June 30, 1998, the Company had cash and cash equivalents of $14.8 million. In addition, the Company has a $58.0 million revolving credit facility, which allows the Company to borrow for working capital, general corporate purposes and acquisitions, subject to certain conditions. As of June 30, 1998, the Company had outstanding $16.0 million under the revolving credit facility leaving $40.4 million, after outstanding letters of credit, available under the revolving credit facility. Since December 31, 1997, cash and cash equivalents increased $11.6 million primarily due to cash provided by operations and financing activities of $30.7 million and $178.5 million, respectively, offset by cash utilized for the Union acquisition of $164.7 million, purchases of loans and accounts receivable portfolios of $23.3 million and capital expenditures of $7.1 million. The Company also held $27.2 million of cash for clients in restricted trust accounts at June 30, 1998. For the first six months in 1998, the Company made capital expenditures of $7.1 million primarily for the replacement and upgrading of equipment and expansion of the Company's information services systems. The Company anticipates spending approximately $18.0 million for 1998. All of the statements in this document other than historical facts are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995. There can be no assurances that the Company's actual results will be materially consistent with such forward-looking information. Factors and uncertainties that could affect the outcome of such forward-looking statements include, among others, market and industry conditions, increased competition, changes in governmental regulations, general economic conditions, pricing pressures, and the Company's ability to continue its growth and expand successfully into new markets and services. The Company disclaims any intention or obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company is subject to various investigations, claims and legal proceedings covering a wide range of matters that arise in the normal course of business and are routine to the nature of the Company's business. As described in the Company's March 31, 1997 10-Q and December 31, 1997 10-K filings, Transamerica Business Credit Corporation ("Transamerica") filed a cross-claim against the Company's wholly-owned subsidiary, Payco-General American Credits, Inc. seeking judgment against them for any liability, loss cost or expense Transamerica has or will occur in connection with alleged violations of the Fair Debt Collection Practices Act and Alabama State law by Payco-General American Credits, Inc. in performing collection services on behalf of Transamerica. Payco-General American Credits, Inc. in turn, filed a similar claim against Transamerica. On July 1, 1998, Payco-General American Credits, Inc. and Transamerica entered into a settlement agreement whereby each party released the other from any claims and pursuant to which Payco-General American Credits, Inc. paid $1.5 million. 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 None Item 6. Exhibits and Reports on Form 8-K (a). Exhibits Exhibit 27 Financial Date Schedule (Unaudited) (b). Reports on Form 8-K Form 8-K/A filed April 8, 1998 amending the Form 8-K filed February 6, 1998. The Form 8-K/A amended Item 7 and included pro forma financial information reflecting the Union acquisition. 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. OUTSOURCING SOLUTIONS INC. (Registrant) /s/ TIMOTHY G. BEFFA ------------------------------- Timothy G. Beffa President and Chief Executive Officer /s/ DANIEL J. DOLAN ------------------------------- Daniel J. Dolan Executive Vice President and Chief Financial Officer /s/ DANIEL T. PIJUT ------------------------------- Daniel T. Pijut Vice President, Corporate Controller and Chief Accounting Officer Date: August 13, 1998 EX-27 2 ART. 5 FDS FOR 1997 2-QTR 10-Q WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE. OUTSOURCING SOLUTIONS INC. AND SUBSIDIARIES Exhibit 27 FINANCIAL DATA SCHEDULE Note: This schedule contains summary financial information extracted from the Form 10-Q for the Quarter Ended June 30, 1998 and is qualified in its entirety by reference to such financial statements.
5 1,000 6-MOS DEC-31-1998 JAN-01-1998 JUN-30-1998 42,030 0 40,605 1,385 40,537 129,327 84,502 39,168 638,804 115,898 0 0 12,167 53 0 638,804 0 238,731 0 219,501 0 0 24,390 (5,160) 0 (5,160) 0 0 (572) (5,732) 0 0
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