-----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, Q4wbBh2iyn05eHhrPwMq0A9+FsEsRjNkAYUVh7OCxiXMW+i7Wq7cR7+M7kcqifvS eV/s7zUIetxVt3cTw/5z4Q== 0000912057-97-027696.txt : 19970815 0000912057-97-027696.hdr.sgml : 19970815 ACCESSION NUMBER: 0000912057-97-027696 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: STERICYCLE INC CENTRAL INDEX KEY: 0000861878 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 363640402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-21229 FILM NUMBER: 97659907 BUSINESS ADDRESS: STREET 1: 1419 LAKE COOK RD STREET 2: SUITE 410 CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8479456550 MAIL ADDRESS: STREET 1: 1419 LAKE COOK RD STREET 2: STE 410 CITY: DEERFIELD STATE: IL ZIP: 60015 10-Q 1 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------------- FORM 10-Q /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 / / TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 0-21229 ---------------------------------- STERICYCLE, INC. (Exact name of Registrant as specified in its charter) DELAWARE 36-3640402 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 1419 LAKE COOK ROAD, SUITE 410, DEERFIELD, ILLINOIS 60015 (Address of principal executive offices) (847) 945-6550 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports by Section 13 or 15(d) of the Securities Exchange Act 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. /X/ Yes / / No As of July 31, 1997, there were 10,368,619 shares of the Registrant's Common Stock outstanding. STERICYCLE, INC. AND SUBSIDIARIES INDEX TO FORM 10-Q Page PART I -- FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements of Stericycle Inc. and Subsidiaries Condensed Consolidated Balance Sheets June 30, 1997 and December 31, 1996. . . . . . . . . . . . . . 3 Condensed Consolidated Statements of Operations Three months ended June 30, 1997 and 1996 Six months ended June 30, 1997 and 1996. . . . . . . . . . . . 4 Condensed Consolidated Statements of Cash Flows Six months ended June 30, 1997 and 1996. . . . . . . . . . . . 5 Notes to Condensed Consolidated Financial Statements . . . . . 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . . 8 PART II -- OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 12 STERICYCLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS JUNE 30, 1997 DECEMBER 31, (UNAUDITED) 1996 ----------- ---------- (IN THOUSANDS) ASSETS Current assets: Cash and cash equivalents $8,785 $11,950 Short-term investments 2,335 5,799 Accounts receivable, less allowance for doubtful accounts of $222 in 1997 and $178 in 1996 10,260 4,756 Parts and supplies 234 360 Prepaid expenses 328 426 Other 547 490 ----------- ---------- Total current assets 22,489 23,781 ----------- ---------- Property, plant and equipment: Land 90 90 Buildings and improvements 5,607 5,598 Machinery and equipment 10,810 10,702 Office equipment and furniture 612 463 Construction in progress 598 362 ----------- ---------- 17,717 17,215 Less accumulated depreciation (6,196) (5,208) ----------- ---------- Property, plant and equipment, net 11,521 12,007 ----------- ---------- Other assets: Goodwill, less accumulated amortization of $1,247 in 1997 and $807 in 1996 27,324 18,834 Other 515 533 ----------- ---------- Total other assets 27,839 19,367 ----------- ---------- Total assets $61,849 $55,155 ----------- ---------- ----------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Current portion of long term debt $2,649 $3,215 Accounts payable 1,846 1,510 Accrued liabilities 7,248 3,769 Deferred revenue 586 670 ----------- ---------- Total current liabilities 12,329 9,164 ----------- ---------- Long-term debt: Industrial development revenue bonds and other 1,647 1,986 Notes payable 3,867 2,605 ----------- ---------- Total long term debt 5,514 4,591 Other liabilities 1,324 1,386 Shareholders' Equity: Common stock (par value $.01 per share, 30,000,000 shares authorized, 10,313,230 issued and outstanding in 1997, 10,000,264 issued and outstanding in 1996) 103 100 Additional paid-in capital 81,788 79,405 Accumulated deficit (39,209) (39,491) ----------- ---------- Total shareholders' equity 42,682 40,014 ----------- ---------- Total liabilities and shareholders' equity $61,849 $55,155 ----------- ---------- ----------- ---------- The accompanying notes are an integral part of these financial statements.
STERICYCLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
For the three months ended For the six months ended June 30, June 30, -------------------------- ------------------------- 1997 1996 1997 1996 ------ ------ ------ ------ Revenues $10,937 $6,039 $20,816 $11,616 Costs and expenses: Cost of revenues 8,195 4,852 16,106 9,189 Selling, general and administrative 2,636 1,811 4,603 3,315 ---------- --------- ---------- --------- Total costs and expenses 10,831 6,663 20,709 12,504 ---------- --------- ---------- --------- Income (loss) from operations 106 (624) 107 (888) Other income (expense) Interest income 171 - 398 - Interest expense (92) (123) (216) (206) ---------- --------- ---------- --------- Total other income (expense) 79 (123) 182 (206) ---------- --------- ---------- --------- Income (loss) before income taxes 185 (747) 289 (1,094) Income tax expense 5 - 7 - ---------- --------- ---------- --------- Net income (loss) $180 ($747) $282 ($1,094) ---------- --------- ---------- --------- ---------- --------- ---------- --------- Net income (loss) per common share $0.02 ($0.10) $0.03 ($0.16) ---------- --------- ---------- --------- ---------- --------- ---------- --------- Weighted average number of common shares outstanding 10,590,769 7,417,107 10,554,140 6,997,197 ---------- --------- ---------- --------- ---------- --------- ---------- --------- The accompanying notes are an integral part of these financial statements.
STERICYCLE, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, ------------------ 1997 1996 ---- ---- OPERATING ACTIVITIES: Net income (loss) $ 282 $(1,094) Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 1,426 976 Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable (4,293) (319) Parts and supplies 126 47 Prepaid expenses 98 (49) Other assets 35 6 Accounts payable - (430) Accrued liabilities 2,092 600 Deferred revenue (146) (12) ------- ------ Net cash used in operating activities (380) (275) ------- ------ INVESTING ACTIVITIES: Payments for acquisitions, net of cash acquired (4,583) (1,068) Proceeds from maturity of short-term investments 5,799 - Purchases of short-term investments (2,335) - Capital expenditures (702) (235) ------- ------ Net cash used in investing activities (1,821) (1,303) ------- ------ FINANCING ACTIVITIES: Net proceeds from note payable to bank - 490 Repayment of long term debt (838) (264) Principal payments on capital lease obligations (150) (177) Principal payments on notes receivable for common stock purchases 4 - Proceeds from bridge loan - 1,000 Proceeds from issuance of common stock 20 431 ------- ------ Net cash (used in) provided by financing activities (964) 1,480 ------- ------ Net decrease in cash and cash equivalents (3,165) (98) Cash and cash equivalents at beginning of period 11,950 138 ------- ------ Cash and cash equivalents at end of period $8,785 $40 ------- ------ ------- ------ Supplementary disclosure of cash flow information: Acquisition of machinery and equipment financed with a capital lease $ - $ 364 ------- ------ ------- ------ The accompanying notes are an integral part of these financial statements.
STERICYCLE, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. BASIS OF PRESENTATION The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; but the Company believes that the disclosures in the accompanying condensed consolidated financial statements are adequate to make the information presented not misleading. In the opinion of management, all adjustments necessary for a fair presentation for the periods presented have been reflected and are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto for the three years ended December 31, 1996. The results of operations for the six months period ended June 30, 1997 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 1997. NOTE 2. NET INCOME (LOSS) PER COMMON SHARE In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share," which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute net income (loss) per common share, and to restate all prior periods. Under the new requirements for calculating primary net income (loss) per common share, the dilutive effect of stock options will be excluded. The impact of Statement No. 128 on the calculation of primary and fully diluted net income (loss) per common share for the six-month periods ended June 30, 1997 and 1996 is not expected to be material. NOTE 3. ACQUISITIONS In May 1997, the Company announced the acquisition of Environmental Control Co., Inc. ("ECCO"), one of the leading medical waste companies in the New York City market. The Company paid $4.2 million in cash, issued 125,000 shares of stock, assumed debt on vehicles and issued a 10-year promissory note for the balance of the purchase price. The ECCO purchase price is subject to downward adjustments to reflect uncollectible acquired accounts receivable, additional outstanding obligations not reflected in the purchase price at closing, and the extent to which ECCO's revenues during the one-year period following closing are less than a specified amount. The transaction was accounted for using the purchase method of accounting. The results of operations of the acquired business are included in the condensed consolidated statements of operations from the date of acquisition. During the quarter ended June 30, 1997, adjustments were made to the value of vehicles purchased and the purchase price in connection with the December 1996 acquisition of the major portion of the medical waste business of Waste Management, Inc ("WMI"). The purchase price was decreased by $756,000 as specified in the agreement, and the goodwill and note payable were adjusted accordingly. The Company finalized its estimate of the value of vehicles purchased and reduced its March 31, 1997 estimate of $1,200,000 to $899,000. The related note payable was adjusted accordingly. In June 1997, the Company purchased the customer list and certain other assets of the WMI's regulated medical waste business in Wisconsin ("WMX-WI"). In July 1997, the Company announced the purchase of the customer lists and certain other assets of the regulated medical waste business of Regional Carting, Inc. and Rumpke Container Service, Inc., in New Jersey and Ohio, respectively. Combined annual revenues are estimated to be $2,300,000 for these three companies. The purchase price for these three acquisitions was comprised of a combination of cash, promissory notes and shares of common stock of the Company. NOTE 4. STOCK OPTIONS During the quarter ended June 30, 1997, options to purchase common stock totaling 100,500 shares were granted to key employees. These options will vest ratably over a five year period and have an exercise price of $8.00 per share. The grant of options was made under the Company's 1997 Stock Option Plan, which authorized the grant of options for a total of 1,500,000 shares of the Company's common stock. The 1997 Stock Option Plan was approved by the Company's stockholders in April 1997. NOTE 5. STOCK ISSUANCES During the quarter ended June 30, 1997, options to purchase 30,254 shares of common stock were exercised at a price of $0.53 per share, and the Company issued 275,000 shares of common stock in connection with certain acquisitions. NOTE 6. INCOME TAXES The Company has generated historical net operating losses for income tax purposes. Any benefit resulting from these net operating losses has been offset by a valuation allowance. As the Company generates future taxable income, it expects to incur alternative minimum taxes and income taxes in states where the Company has no offsetting net operating losses. PART I -- FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company provides regulated medical waste collection, transportation, treatment, disposal, reduction, reuse and recycling services to its customers, together with related training and education programs and consulting services. The Company also sells ancillary supplies and in selected geographic service areas transports pharmaceuticals, photographic chemicals, lead foil and amalgam for recycling. THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996 REVENUES. Revenues increased $4,898,000, or 81.1%, to $10,937,000 during the three months ended June 30, 1997 from $6,039,000 during the comparable period in 1996 as the Company continued to implement its strategy of focusing on sales to higher-margin alternate care generators while simultaneously paring certain higher-revenue but lower-margin accounts with core generators. This increase also reflects the inclusion of approximately $4.6 million in revenues from the Environmental Control Company, Inc. ("ECCO") acquisition, which was completed in May 1997, the acquisition of the major portion of the regulated medical waste business of Waste Management, Inc. ("WMI"), which was completed in December 1996, and the acquisition of WMI's regulated medical waste management business in Wisconsin ("WMI-WI"), which was completed in June 1997. COST OF REVENUES. Cost of revenues increased $3,343,000, or 68.9%, to $8,195,000 during the three months ended June 30, 1997 from $4,852,000 during the comparable period in 1996. The principal reasons for the increase was the higher processing and transportation costs as a result of the ECCO, WMI and WMI-WI acquisitions. Cost of revenues as a percentage of revenues decreased to 74.9% during the three months ended June 30, 1997 from 80.3% during the comparable period in 1996 due to further integration of the new acquisitions and productivity improvements. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased to $2,636,000 for the three months ended June 30, 1997 as compared to $1,811,000 for the comparable period in 1996 due to the WMI and ECCO acquisitions and the continued strengthening of the Company's sales and administrative organizations. Selling, general and administrative expenses as a percentage of revenues decreased to 24.1% during the three months ended June 30, 1997 from 30.0% during the comparable period in 1996 primarily due to the improved use of existing resources to support the WMI acquisition. INTEREST EXPENSE AND INTEREST INCOME. Interest expense decreased to $92,000 during the three months ended June 30, 1997 from $123,000 during the comparable period in 1996 primarily due to the adjustment in the note payable associated with the WMI acquisition and lower loan balances outstanding and lower interest rates. Interest income increased to $171,000 during the three months ended June 30, 1997 primarily due to the investment of the proceeds from the Company's initial public offering ("IPO") in August 1996. INCOME TAX EXPENSE. The effective tax rate of 2.7% for the three months ended June 30, 1997 reflects the utilization of the Company's net operating losses for income tax purposes, offset by alternative minimum taxes, and state income taxes in states where the Company has no offsetting net operating losses. SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996 REVENUES. Revenues increased $9,200,000, or 79.2%, to $20,816,000 during the six months ended June 30, 1997 from $11,616,000 during the comparable period in 1996 as the Company continued to focus on sales to higher-margin alternate care generators. This increase also reflects $8.7 million of revenues from the inclusion of the WMI, ECCO and WMI-WI acquisitions and two smaller acquisitions completed in May 1996. COST OF REVENUES. Cost of revenues increased $6,917,000, or 75.3%, to $16,106,000 during the six months ended June 30, 1997 from $9,189,000 during the comparable period in 1996. The principal reasons for the increase were higher processing and transportation costs as a result of the WMI and ECCO acquisitions. Cost of revenues as a percentage of revenues decreased to 77.4% during the six months ended June 30, 1997 from 79.1% during the comparable period in 1996. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and administrative expenses increased to $4,603,000 for the six months ended June 30, 1997 as compared to $3,315,000 for the comparable period in 1996. Selling, general and administrative expenses as a percentage of revenues decreased to 22.1% during the six months ended June 30, 1997 from 28.5% during the comparable period in 1996, primarily due to the improved use of existing resources to support the WMI acquisition. INTEREST EXPENSE AND INTEREST INCOME. Interest expense increased to $216,000 during the six months ended June 30, 1997 from $206,000 during the comparable period in 1996. This increase was primarily attributable to notes payable issued in connection with the WMI and ECCO acquisitions. Interest income increased to $398,000 during the six months ended June 30, 1997 from a negligible amount during the comparable period in 1996, primarily due to the investment of the proceeds from the Company's IPO in August 1996. INCOME TAX EXPENSE. The effective tax rate of 2.4% for the six months ended June 30, 1997 reflects the utilization of the Company's net operating losses for income tax purposes, offset by alternative minimum taxes, and state income taxes in states where the Company has no offsetting net operating losses. LIQUIDITY AND CAPITAL RESOURCES The Company has been financed principally through the sale of stock to investors. Prior to the Company's IPO, purchasers of stock invested more than $50,137,000 in capital which has been used to fund research and development, acquisitions, capital expenditures, ongoing operating losses and working capital requirements. The Company's IPO in August 1996 raised $31,050,000, excluding offering costs, which has been used primarily to fund acquisitions. The Company has also been able to secure plant and equipment leasing or financing in connection with some of its facilities. These debt facilities are secured by security interests in the financed assets. In addition, the Company has available through October 31, 1997 a $2,500,000 revolving line of credit secured by accounts receivable and a secured interest in all other assets of the Company. At June 30, 1997, the Company's working capital was $10,160,000 compared to a working capital deficiency of $(3,032,000) at June 30, 1996. The improvement is primarily due to higher cash balances and receivables partially offset by higher accrued liabilities as compared to the prior year. Capital expenditures were $702,000 for the six months ended June 30, 1997, compared to $235,000 for the same period in 1996. The Company did not open any new treatment facilities during 1996 or 1997. The Company may decide to build additional treatment facilities or to increase capacity in its existing treatment facilities, which would require additional capital expenditures. In addition, capital requirements for transportation equipment will continue to increase as the Company grows. The amount and level of these expenditures cannot currently be determined as they will depend upon the nature and extent of the Company's growth and acquisition opportunities. The Company currently believes that its cash, cash equivalents and short-term investments and cash flow from operations will fund its working capital and capital expenditure requirements through 1997. Net cash used in operations increased to $380,000 during the six months ended June 30, 1997 from $275,000 for the comparable period in 1996. The increased cash usage primarily reflects an increase in accounts receivable due to the integration of customers acquired in the WMI and ECCO acquisitions, offset by the Company's improved profitability. Net cash used in investing activities increased to $1,821,000 for the six months ended June 30, 1997 from $1,303,000 for the comparable period in 1996. The increase is primarily attributable to the ECCO acquisition, which has been offset by a net reduction in short-term investments. Net cash used in financing activities was $964,000 during the six months ended June 30, 1997. Net cash provided by financing activities was $1,480,000 for the comparable period in 1996. In 1996, the Company generated proceeds from borrowings on the Company's revolving line of credit, a bridge loan from certain shareholders, directors and officers, and the exercise of stock options. In 1997, the Company paid off $661,000 of notes payable assumed in the ECCO acquisition. FROM TIME TO TIME THE COMPANY ISSUES FORWARD-LOOKING STATEMENTS RELATING TO SUCH THINGS AS ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, ACQUISTION ACTIVITIES AND SIMILAR MATTERS. A VARIETY OF FACTORS COULD CAUSE THE COMPANY'S ACTUAL RESULTS AND EXPERIENCE TO DIFFER MATERIALLY FROM THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS EXPRESSED IN THE COMPANY'S FORWARD-LOOKING STATEMENTS. THE RISKS AND UNCERTAINTIES THAT MAY AFFECT THE COMPANY'S BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATION INCLUDE DIFFICULTIES AND DELAYS IN COMPLETING AND INTEGRATING BUSINESS ACQUISITIONS; DELAYS AND DIVERSION OF ATTENTION RELATING TO PERMITTING AND OTHER REGULATORY COMPLIANCE; DIFFICULTIES AND DELAYS RELATING TO MARKETING AND SALES ACTIVITIES; AND GENERAL UNCERTAINTIES ACCOMPANYING THE EXPANSION INTO NEW GEOGRAPHIC SERVICE AREAS. PART II -- OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits The following exhibits are filed with this Report: 11 Statement Re: Computation of Per Share Earnings 27 Financial Data Schedule (b) Reports on Form 8-K Pursuant to Item 2 of Form 8-K, on June 5, 1997, the Company filed a Current Report on Form 8-K, dated May 21, 1997, in connection with its acquisition of all of the outstanding stock of Environmental Control Company, Inc. SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: August 14, 1997 STERICYCLE, INC. By: /s/ Frank J.M. ten Brink ---------------------------- Frank J.M. ten Brink Vice President, Chief Financial Officer (Principal Financial and Accounting Officer) EX-11 2 EX. 11 EXHIBIT 11 STERICYCLE, INC. AND SUBSIDIARIES STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
For the three months For the six months ended June 30, ended June 30, -------------------- -------------------- 1997 1996 1997 1996 ---- ---- ---- ---- Weighted average common shares.......... 10,142,056 6,695,229 10,071,610 6,155,940 Assumed conversion of Safeway note...... 0 98,001 0 98,001 Net effect of dilutive stock options and warrants based on the treasury stock method using the mid-point of the offering price of $9.00 per share until the initial public offering on August 23, 1996........................ 0 623,877 0 743,256 Common stock issuable upon assumed conversion of stock options and warrants............................... 448,713 0 482,530 0 ---------- --------- ---------- --------- Total 10,590,769 7,417,107 10,554,140 6,997,197 ---------- --------- ---------- --------- ---------- --------- ---------- --------- Net income (loss) $180 ($747) $282 ($1,094) ---------- --------- ---------- --------- ---------- --------- ---------- --------- Per share amount $0.02 ($0.10) $0.03 ($0.16) ---------- --------- ---------- --------- ---------- --------- ---------- ---------
EX-27 3 EXHIBIT 27
5 1,000 3-MOS DEC-31-1996 JUN-30-1997 8,785 2,335 10,482 222 0 22,489 17,717 6,196 61,849 12,329 5,514 0 0 103 42,579 61,849 0 10,937 0 10,831 0 9 92 185 5 180 0 0 0 180 0.02 0.02
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