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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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 0-21055
TELETECH HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1291044
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1700 LINCOLN STREET, SUITE 1400
DENVER, COLORADO 80203
(Address of principal (Zip Code)
executive office)
(303) 894-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES NO X
------- -------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding at
Class of Common Stock August 7, 1996
Common Stock, par value $.01 per share 54,947,430
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TELETECH HOLDINGS, INC.
FORM 10-Q
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--June 30, 1996 and
December 31, 1995 3
Condensed consolidated statements of income--Three months ended
June 30, 1996 and 1995; Six months ended June 30, 1996 and 1995. 5
Condensed consolidated statements of cash flows--Six months ended
June 30, 1996 and 1995. 6
Notes to condensed consolidated financial statements--June 30, 1996 7
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 9
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
2
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
ASSETS
December 31, June 30,
1995 1996
-------- ----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents........................................... $ 42 $ 1,327
Short-term investments.............................................. 10,361 8,304
Accounts receivable, net of allowance for doubtful
accounts of $789 and $1,272, respectively......................... 9,786 26,295
Prepaids and other assets........................................... 238 592
Deposits............................................................ 220 436
Deferred tax asset.................................................. 486 638
-------- --------
Total current assets............................................ 21,133 37,592
-------- --------
PROPERTY AND EQUIPMENT, net of accumulated
depreciation of $6,059 and $7,837, respectively...................... 9,104 19,244
-------- --------
OTHER ASSETS:
Deferred contract costs (net of amortization of $506 at June 30)... 346 1,907
Goodwill (net of amortization of $132 )............................ - 2,130
Investment in affiliated company accounted for under the
method........................................................... - 693
Deferred tax asset................................................. - 496
Other assets....................................................... - 1,189
-------- --------
Total assets................................................... $ 30,583 $ 63,251
-------- --------
-------- --------
The accompanying notes are an integral part of these balance sheets.
3
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
LIABILITIES AND STOCKHOLDERS EQUITY
December 31, June 30,
1995 1996
------------ -----------
(unaudited)
CURRENT LIABILITIES:
Bank overdraft...................................... $ 1,427 $ -
Short term borrowings............................... 1,000 9,000
Current portion of capital lease obligations........ 1,256 3,286
Current portion of other long-term debt............. 196 171
Accounts payable.................................... 2,604 6,538
Accrued employee compensation....................... 1,743 4,266
Other accrued expenses.............................. 1,262 5,892
Customer advances, deposits and deferred income..... 340 1,706
------- -------
Total current liabilities......................... 9,828 30,859
DEFERRED TAX LIABILITIES 507 -
LONG-TERM DEBT, net of current portion:
Capital lease obligations........................... 3,193 6,778
Other debt.......................................... 397 577
------- -------
Total liabilities................................. 13,925 38,214
------- -------
MANDATORILY REDEEMABLE CONVERTIBLE
PREFERRED STOCK:
$6.45 par value, 1,860,000 shares
authorized 1,860,000 shares issued and
outstanding including accrued dividends
of $867 and $1,290, respectively.................. 12,867 13,290
------- -------
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 50,000,000
shares authorized, 40,700,000 and 41,746,200
shares issued and outstanding..................... 407 417
Additional paid-in capital........................ 1,847 7,067
Cumulative translation adjustment................. - 147
Unearned compensation-restricted stock............ - (317)
Retained earnings................................. 1,537 4,433
------- -------
Total stockholders' equity...................... 3,791 11,747
------- -------
Total liabilities and stockholders' equity...... $30,583 $63,251
------- -------
------- -------
The accompanying notes are an integral part of these balance sheets.
4
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1995 1996 1995 1996
-------- ------- ------- -------
REVENUES $11,879 $34,599 $22,291 $56,619
OPERATING EXPENSES:
Costs of Services.................. 6,407 20,526 11,876 31,721
Selling, general and
administrative expenses.......... 4,265 10,517 8,594 18,619
------- ------- ------- -------
Total operating expenses........... 10,672 31,043 20,470 50,340
------- ------- ------- -------
INCOME FROM OPERATIONS 1,207 3,556 1,821 6,279
------- ------- ------- -------
OTHER INCOME (EXPENSES):
Interest expense................... (124) (226) (227) (460)
Interest income.................... 32 103 185 214
Equity in losses of affiliated
company........................... - (56) - (56)
Other.............................. 127 101 2,415 (242)
------- ------- ------- -------
35 (78) 2,373 (544)
------- ------- ------- -------
Income before income taxes.......... 1,242 3,478 4,194 5,735
PROVISION FOR INCOME TAXES 449 1,415 1,774 2,417
------- ------- ------- -------
Net income.......................... $ 793 $ 2,063 $ 2,420 $ 3,318
------- ------- ------- -------
------- ------- ------- -------
SHARES USED IN COMPUTING PRO
FORMA NET INCOME PER
COMMON AND COMMON
EQUIVALENT SHARE.................... 54,328 54,328 54,280 54,328
------- ------- ------- -------
------- ------- ------- -------
PRO FORMA NET INCOME PER
COMMON AND COMMON
EQUIVALENT SHARE.................... $ .01 $ .04 $ .04 $ .06
------- ------- ------- -------
------- ------- ------- -------
The accompanying notes are an integral part of these statements.
5
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(dollars in thousands)
(Unaudited)
1995 1996
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income.............................................. $ 2,420 $ 3,318
Adjustments to reconcile net income to net cash
provided by (used in) operating activities-
Depreciation and amortization.......................... 973 2,380
Allowance for doubtful accounts........................ 67 482
Equity in loss of affiliated company................... - 56
Deferred taxes on income............................... 156 (161)
Deferred compensation expense.......................... - 63
Changes in assets and liabilities-
Accounts receivable................................... (3,149) (15,704)
Prepaids and other current assets..................... (66) (374)
Deferred contract costs............................... - (2,067)
Other assets.......................................... (81) (842)
Accounts payable and accrued liabilities.............. 1,750 9,065
Customer advances and deferred income................. 928 926
Other current liabilities............................. (123) -
-------- --------
Net cash provided by (used in) operating activities... 2,875 (2,858)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment...................... $ (439) $ (4,022)
Purchase of Access 24, net of cash acquired............. - (2,431)
Proceeds from sale of Access 24 UK Limited.............. - 3,946
(Increase) decrease in short-term investments........... (10.421) 2,057
-------- --------
Net cash used in investing activities................... (10,860) (450)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in short-term borrowings........ $ (138) $ 8,000
Net increase (decrease) in bank overdraft............... (510) (1,427)
Payments on long-term debt.............................. (181) (756)
Payments under capital leases........................... (416) (1,325)
Distributions to stockholder............................ (1,695) -
Issuance of preferred stock............................. 12,000 -
Payments under subordinated notes payable
to stockholder....................................... (1,104) -
-------- --------
Net cash provided by financing activities.............. 7,956 4,492
-------- --------
Effect of exchange rate changes on cash................. - 101
-------- --------
NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS...... (29) 1,285
-------- --------
CASH AND CASH EQUIVALENTS, beginning of period........... 38 42
-------- --------
CASH AND CASH EQUIVALENTS, end of period................. $ 9 $ 1,327
-------- --------
-------- --------
The accompanying notes are an integral part of these statements.
6
TELETECH HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
NOTE (1)--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
have been prepared without audit pursuant to the rules and regulations of the
Securities and Exchange Commission. The condensed consolidated financial
statements reflect all adjustments (consisting of only normal recurring
accruals) which, in the opinion of management, are necessary to present fairly
the financial position, results of operations and cash flows of TeleTech
Holdings, Inc. and subsidiaries as of June 30, 1996 and 1995 and for the
periods then ended. Operating results for the three and six month periods
ended June 30, 1996 are not necessarily indicative of the results that may be
expected for the year ended December 31, 1996.
The unaudited condensed consolidated financial statements should be read in
conjunction with the consolidated and combined financial statements and
footnotes thereto included in the Company's registration statement on Form S-1
dated July 31, 1996.
NOTE (2)--INITIAL PUBLIC OFFERING OF COMMON STOCK
On August 6, 1996 the Company completed an initial public offering of
its common stock. The Company sold 4,000,000 shares of common stock at an
offering price of $14.50 per share. Total proceeds after deducting $5,430,000
in estimated costs associated with the offering were $52,570,000. Immediately
prior to the closing of the offering the Company completed a five for one share
common stock split. All common stock amounts, equivalent share amounts and per
share amounts included in the accompanying financial statements and related
notes have been adjusted to give effect to the stock split. In connection with
the public offering, 9,300,000 shares of common stock were issued upon the
conversion of all 1,860,000 outstanding shares of preferred stock.
NOTE (3)--ACQUISITION OF ACCESS 24 SERVICE CORPORATION PTY. LIMITED AND SALE OF
ACCESS 24 LIMITED COMMON STOCK
On January 1, 1996, the Company acquired 100% of the common stock of
Access 24 Service Corporation Pty. Limited (with its subsidiaries "Access 24"),
for consideration of $7.1 million, consisting of $2.27 million plus 970,240
shares of common stock. Access 24 provides inbound, toll-free customer service,
primarily to the health care and financial services sector in Australia, the
United Kingdom and New Zealand.
On April 30, 1996, the Company completed the sale of 50% of the common
stock of Access 24 Limited ("Access 24 UK") to PPP Health Care Group plc
("PPP") for cash of $3.8 million. Access 24 UK is the United Kingdom
subsidiary, acquired by the Company as part of the Access 24 acquisition,
which operates a call center in London, England. In addition PPP also purchased
1,000,000 preferred shares of Access 24 UK for consideration of $1.5 million.
The preferred shares have a par value of 1 pound each and dividends are
cumulative at the rate of 7% per annum. A portion of the proceeds from the
preferred stock were used to repay outstanding advances from Access 24.
This acquisition of Access 24 has been accounted for using the purchase
method. The proceeds from the sale of 50% of the stock of Access 24 UK in
excess of the proportionate share of the carrying amounts of the Access 24
UK assets and liabilities has been reflected as a reduction of the goodwill
arising from the Access 24 acquisition. The remaining 50% interest in Access 24
UK is accounted for using the equity method of accounting. Under the equity
method, the Company's investment is initially recorded at cost and is adjusted
to recognize the Company's 50% share of net earnings or losses of the affiliated
company. The excess of the cost of the investment over the underlying net
assets of Access 24 UK is being amortized using the straight line method over
15 years.
7
TELETECH HOLDINGS, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
JUNE 30, 1996
The pro forma results of operations for the six months ended June 30,
1995, as if the acquisition of Access 24 and the subsequent sale of Access 24,
UK had occurred on January 1, 1995 are as follows (in thousands except per
share amounts):
As Access Pro
Reported 24 Forma
Revenue $22,291 $4,400 $26,691
------- ------ -------
------- ------ -------
Net income $ 2,420 $ 180 $ 2,600
------- ------ -------
------- ------ -------
Pro Forma Earnings per share $ 0.04 $ 0.05
------- -------
------- -------
NOTE (4)--EARNINGS PER SHARE
Pursuant to Securities and Exchange Commission Staff Accounting Bulletin
No. 83, common stock and common stock equivalent shares issued by the Company
at prices below the public offering price during the 12 month period prior to
the offering date (using the treasury stock method) have been included in the
calculation as if they were outstanding for all periods presented. Common stock
amounts and equivalent share amounts have been adjusted retroactively to give
effect to the stock split. The shares of convertible preferred stock are
considered common stock equivalents due to the mandatory conversion provision.
The weighted average number of common shares and common share equivalents was
calculated as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
------------------ ----------------
1995 1996 1995 1996
------- ------ ------ ------
Common shares outstanding 40,700 41,746 40,700 41,746
Convertible preferred stock 9,300 9,300 9,300 9,300
Common equivalent shares 4,328 3,282 4,280 3,282
------- ------ ------ ------
Shares used in computing pro forma
net income per common and
common equivalent share 54,328 54,328 54,280 54,328
------- ------ ------ ------
------- ------ ------ ------
NOTE (5)--SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION AND NONCASH INVESTING
AND FINANCING ACTIVITIES (IN THOUSANDS):
Six Months Ended June 30,
-------------------------
1996 1995
Cash paid for interest $ 438 $ 224
Cash paid for income taxes $ 1,050 $ 1,024
Noncash investing and financing activities:
Assets acquired through capital leases $ 5,752 $ 2,900
Stock issued in purchase of Access 24 $ 4,851 $ -
Restricted stock issued under employment
agreements $ 380 $ -
8
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THREE MONTHS ENDED JUNE 30, 1995
Revenues increased $22.7 million or 191%, to $34.6 million for the
second quarter of 1996 from $11.9 million for the second quarter of 1995. The
increase resulted from $2.4 million in revenues of Access 24, which was
acquired in the first quarter of 1996, $17.3 million in revenues from new
clients (including $7.1 million attributable to the Company's facilities
management agreement with United Parcel Service) and $8.7 million in increased
revenue from existing clients. These increases were offset by terminations and
other client reductions including the loss of $2.4 million in revenues due to
the expiration of the Company's contract with Continental Airlines in the first
quarter of 1996. Revenues in the second quarter reflect the additional capacity
provided by the opening of the Thornton Call Center in April 1996.
Costs of services increased $14.1 million, or 220%, to $20.5 million for
the second quarter of 1996 from $6.4 million for the second quarter of 1995.
Costs of services as a percentage of revenues increased from 54% in the
second quarter of 1995 to 59% in the second quarter of 1996. The increase in
costs of services as a percentage of revenues is a result of the $7.1 million
of revenues received in the second quarter of 1996 from the Company's
facilities management program, under which the Company commenced significant
operations in April 1996. This program has lower billing rates and,
accordingly, higher costs of services as a percentage of revenues than fully
outsourced programs. There were no facility management program revenues in
the three months ended June 30, 1995.
Selling, General and Administrative expenses ("SG&A") increased
$6.3 million, or 147%, to $10.5 million for the second quarter of 1996 from
$4.3 million in the second quarter of 1995. This increase is primarily the
result of increased revenues during the period. SG&A expenses as a percentage
of revenues decreased from 36% for the quarter ended June 30, 1995 to 30% for
the quarter ended June 30, 1996, primarily due to the impact of the Company's
facilities management program, which provided $7.1 million in revenues but
resulted in insignificant additional SG&A expenses, and also as a result of
the spreading of fixed costs over a larger revenue base.
As a result of the foregoing factors, operating income increased $2.3
million, or 195% in the second quarter of 1996 from $1.2 million in the
second quarter of 1995.
Other expense increased $113,000 to $78,000 during the second quarter of
1996. The second quarter of 1995 reflected other income of $35,000. This is
due to increased interest expense during the period resulting from higher
balances of short term borrowings and capital lease obligations.
As a result of the foregoing factors, net income increased $1.3 million
or 160%, to $2.1 million for the second quarter of 1996 from $793,000 for the
second quarter of 1995.
SIX MONTHS ENDED JUNE 30, 1996 COMPARED TO SIX MONTHS ENDED JUNE 30, 1995
Revenues increased $34.3 million or 154%, to $56.6 million for the six
months ended June 30, 1996 from $22.3 million for the six months ended June
30, 1995. The increase resulted from $5.8 million in revenues of Access 24,
which was acquired in the first quarter of 1996, $22.1 million in revenues
from new clients (including $7.1 million attributable to the facilities
management agreement with United Parcel Service) and $14.0 million in
increased revenue from existing clients. These increases were offset by
contract expirations and other client reductions, including the loss of $3.5
million in revenues due to the expiration of the Continental Airlines
contract in the first quarter of 1996. Revenues in the six months ended June
30, 1996 reflect the additional capacity provided by the opening of the
Thornton Call Center in April 1996.
9
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
Costs of services increased $19.8 million, or 167%, to $31.7 million for
the six months ended June 30, 1996 from $11.9 million for the six months
ended June 30, 1995. Costs of services as a percentage of revenues increased
from 53% in the six months ended June 30, 1995 to 56% for the six months
ended June 30, 1996. The increase in costs of services as a percentage of
revenues is a result of the $7.1 million of revenues received in the second
quarter of 1996 from the Company's facilities management program, under which
the Company commenced significant operations in April 1996. This program has
lower billing rates and, accordingly, higher costs of services as a
percentage of revenues than fully outsourced programs. There were no facility
management program revenues in the six months ended June 30, 1995.
Selling, General and Administrative expenses increased $10.0 million, or
117%, to $18.6 million for the six months ended June 30, 1996 from $8.6
million in the six months ended June 30, 1995. This increase is primarily the
result of increased revenues during the period. SG&A expenses as a
percentage of revenues decreased from 39% for the six months ended June 30,
1995 to 33% for the six months ended June 30, 1996, primarily due to the
impact of the Company's facilities management program, which provided $7.1
million in revenues but resulted in insignificant additional SG&A expenses,
and also as a result of the spreading of fixed costs over a larger revenue
base.
As a result of the foregoing factors, operating income increased $4.5
million, or 245% to $6.3 million for the six months ended June 30, 1996 from
$1.8 million in the six months ended June 30, 1995. Operating income as a
percent of revenues increased from 8% for the six months ended June 30, 1995
to 11% for the six months ended June 30, 1996.
Other expense increased $2.9 million to $544,000 during the six months
ended June 30, 1996 compared with other income of $2.4 million for the six
months ended June 30, 1995. This is primarily due to impact of a $2.4 million
one time payment made during the first quarter of 1995 by a former client in
connection with the early termination of a contract .
As a result of the foregoing factors, net income increased $898,000 or
37%, to $3.3 million for the six months ended June 30, 1996 from $2.4 million
for the six months ended June 30, 1995. Excluding the one-time Payment, net
income for the six months ended June 30, 1995 would have been $908,000.
Accordingly net income would have increased $2.4 million, or 265%, in the
first six months of 1996 compared with 1995.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996 the Company had cash and cash equivalents of $1.3
million and short-term investments of $8.3 million. Cash used in operating
activities was $2.9 million for the six months ended June 30, 1996 due
primarily to a significant increase in accounts receivable resulting from the
increased revenues during the second quarter of 1996.
Cash used in financing activities was $450,000 for the six months ended
June 30, 1996. The Company incurred capital expenditures of $4.0 million and
the Company used $2.4 million in connection with the Access 24 acquisition.
These expenditures were offset by a $2.0 million reduction in short-term
investments and the receipt of $3.9 million from the sale of 50% of Access 24
UK. See Note 3 to the unaudited consolidated financial statements.
Cash requirements for operating and financing activities for the 6 months
ended June 30, 1996 were financed with $4.5 million in cash flow from financing
activities consisting of $8.0 million in borrowings on the Company's line of
credit, net of capital lease payments and the reduction of the bank overdraft.
10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-CONTINUED
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
The Company has a $15 million unsecured revolving operating line of
credit which expires on May 31, 1998. At June 30, 1996 the outstanding
borrowings under this agreement were $9.0 million. These borrowings accrue
interest at rates varying from 6.63% to 6.75%. As of July 31, 1996
borrowings under this agreement had been reduced to $6.5 million. In
addition, the Company has two master lease agreements. Under one agreement
the Company may lease equipment up to an aggregate value of $15.0 million.
As of June 30, 1996, amounts outstanding under this agreement were
approximately $6.0 million. Under the second agreement, the Company's
borrowings are approved, and specific terms are set, on a case-by-case basis.
As of June 30, 1996, the total amount outstanding under this agreement was
approximately $576,000.
The Company believes that the net proceeds from the initial public
offering of common stock, together with cash from operations, existing cash
and available borrowings under the line of credit and master lease
agreements, will be sufficient to finance the Company's operations, planned
capital expenditures and anticipated growth through 1997.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
By Written Consent of the Stockholders of the Company dated June 30, 1996,
the holders of all of the 10,209,248 shares of the Company's voting securities
(51,046,240 shares after giving effect to the five-for-one stock split effected
on July 31, 1996) voted in favor of amending and restating the Company's
Certificate of Incorporation immediately prior and subject to the closing of
the Company's initial public offering of its common stock. The Company's
amended and restated Certificate of Incorporation was filed with the Secretary
of State of Delaware and became effective on August 1, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following document is filed as an exhibit to this report:
27.1 Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three
months ended June 30, 1996.
11
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.
TELETECH HOLDINGS, INC.
(Registrant)
Date: AUGUST 13, 1996 /s/ KENNETH D. TUCHMAN
---------------------- --------------------------------------
Kenneth D. Tuchman
Chairman of the Board, President and
Chief Executive Officer
Date: AUGUST 13, 1996 /s/ STEVEN B. COBURN
---------------------- --------------------------------------
Steven B. Coburn, Chief Financial
Officer
12
5
1,000
6-MOS
DEC-31-1996
JAN-01-1996
JUN-30-1996
1,327
8,304
27,567
1,272
0
37,592
27,081
7,837
63,251
30,859
0
0
13,290
7,484
4,263
63,251
56,619
56,619
0
50,340
84
0
460
5,735
2,417
3,318
0
0
0
3,318
0.06
0.06
