SEC Filing | LiveRamp, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [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 0-13163 Acxiom Corporation (Exact Name of Registrant as Specified in Its Charter) DELAWARE 71-0581897 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) P.O. Box 2000, 301 Industrial Boulevard, Conway, Arkansas 72033-2000 (Address of Principal Executive Offices) (Zip Code) (501) 336-1000 (Registrant's Telephone Number, Including Area Code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No The number of shares of Common Stock, $ 0.10 par value per share, outstanding as of August 10, 1998 was 52,548,698.

Form 10-Q PART I - FINANCIAL INFORMATION Item 1. Financial Statements Company for which report is filed: ACXIOM CORPORATION The condensed consolidated financial statements included herein have been prepared by Registrant, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of the Registrant's management, however, all adjustments necessary for a fair statement of the results for the periods included herein have been made and the disclosures contained herein are adequate to make the information presented not misleading. All such adjustments are of a normal recurring nature.

Form 10-Q ACXIOM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollars in thousands) June 30, March 31, 1998 1998 ------- ------- Assets Current assets: Cash and cash equivalents $ 8,533 5,675 Trade accounts receivable, net 97,369 86,360 Other current assets 26,900 22,517 ------- ------- Total current assets 132,802 114,552 ------- ------- Property and equipment 244,633 234,470 Less - Accumulated depreciation and amortization 110,312 103,916 ------- ------- Property and equipment, net 134,321 130,554 ------- ------- Software, net of accumulated amortization 27,597 24,143 Excess of cost over fair value of net assets acquired 56,677 54,002 Other assets 82,358 71,059 ------- ------- $ 433,755 394,310 ======= ======= Liabilities and Stockholders' Equity Current liabilities: Current installments of long-term debt 3,550 3,979 Trade accounts payable 19,659 18,448 Accrued payroll and related expenses 9,921 14,950 Other accrued expenses 15,410 17,492 Deferred revenue 8,780 11,197 Income taxes 3,995 2,234 ------- ------- Total current liabilities 61,315 68,300 ------- ------- Long-term debt, excluding current installments 137,161 99,917 Deferred income taxes 25,965 25,965 Stockholders' equity: Common stock 5,328 5,321 Additional paid-in capital 70,713 68,977 Retained earnings 134,626 127,335 Foreign currency translation adjustment 750 676 Treasury stock, at cost (2,103) (2,181) ------- ------- Total stockholders' equity 209,314 200,128 ------- ------- Commitments and contingencies 433,755 394,310 ======= ======= See accompanying notes to condensed consolidated financial statements.

Form 10-Q ACXIOM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) (Dollars in thousands, except per share amounts) For the Three Months Ended -------------------------- June 30 -------------------------- 1998 1997 ------- ------- Revenue $128,608 100,327 Operating costs and expenses: Salaries and benefits 50,911 37,979 Computer, communications and other equipment 17,355 14,929 Data costs 25,260 20,688 Other operating costs and expenses 22,245 17,097 ------- ------- Total operating costs and expenses 115,771 90,693 ------- ------- Income from operations 12,837 9,634 ------- ------- Other income (expense): (2,210) (1,534) Interest expense 945 401 Other, net ------- ------- (1,265) (1,133) ------- ------- Earnings before income taxes 11,572 8,501 Income taxes 4,281 3,188 ------- ------- Net earnings $ 7,291 5,313 ======= ======= Earnings per share: Basic $ 0.14 0.10 ====== ======= Diluted $ 0.09 0.12 ====== ======= See accompanying notes to condensed consolidated financial statements.

Form 10-Q ACXIOM CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Dollars in thousands) For the Three Months Ended -------------------------- June 30 -------------------------- 1998 1997 ====== ====== Cash flows from operating activities: Net earnings $ 7,291 5,313 Non-cash operating activities: Depreciation and amortization 12,802 9,532 Gain on disposal of assets (21) (3) Provision for returns and doubtful accounts 1,462 317 Changes in operating assets and liabilities: Accounts receivable (12,500) (11,446) Other assets (8,911) (4,318) Accounts payable and other liabilities (6,397) (2,553) ------ ------ Net cash used by operating activities (6,274) (3,158) ------ ------ Cash flows from investing activities: Disposition of assets 35 372 Development of software (5,025) (2,089) Capital expenditures (12,446) (10,944) Investments in joint ventures (8,034) - Net cash paid in acquisitions (3,378) - ------ ------ Net cash used by investing activities (28,848) (12,661) ------ ------ Cash flows from financing activities: Proceeds from debt 39,302 14,158 Payments of debt (3,137) (2,424) Sale of common stock 1,821 1,989 ------ ------ Net cash provided by financing activities 37,986 13,723 ------ ------ Effect of exchange rate changes on cash (6) 1 ------ ------ Net increase (decrease) in cash and cash equivalents 2,858 (2,095) Cash and cash equivalents at beginning of period 5,675 2,721 ------ ------ Cash and cash equivalents at end of period $ 8,533 626 ====== ====== Supplemental cash flow information: Cash paid during the period for: Interest $ 1,661 1,063 Income taxes 2,520 193 ====== ====== See accompanying notes to condensed consolidated financial statements.

Form 10-Q ACXIOM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Certain note information has been omitted because it has not changed significantly from that reflected in Notes 1 through 16 of the Notes to Consolidated Financial Statements filed as a part of Item 14 of Registrant's 1998 Annual Report on Form 10-K as filed with the Securities and Exchange Commission ("SEC") on June 23, 1998, as amended by Amendment No. 1 thereto, filed with the SEC on July 29, 1998, and by Amendment No. 2 thereto, filed with the SEC on August 4, 1998.

ACXIOM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Included in other assets are unamortized conversion costs in the amount of $25.7 million and $25.0 million at June 30, 1998 and March 31, 1998, respectively. Noncurrent receivables from software license, data, and equipment sales are also included in other assets in the amount of $17.9 million and $20.3 million at June 30, 1998 and March 31, 1998, respectively. The current portion of such receivables is included in other current assets in the amount of $10.2 million and $9.5 million as of June 30, 1998 and March 31, 1998, respectively. 2. Long-term debt consists of the following (dollars in thousands): June 30, March 31, 1998 1998 Unsecured revolving credit agreement $ 75,747 36,445 6.92% Senior notes due March 30, 2007, 30,000 30,000 payable in annual installments of $4,286 commencing March 30, 2001; interest is payable semi-annually 3.12% Convertible note, interest and 25,000 25,000 principal due April 30, 1999; partially collateralized by letter of credit; convertible at maturity into two million shares of common stock 9.75% Senior notes, due May 1, 2000, 4,286 6,429 payable in annual installments of $2,143 each May 1; interest is payable semi-annually Other 5,678 6,022 ------- ------- Total long-term debt 140,711 103,896 Less current installments 3,550 3,979 ------- ------- Long-term debt, excluding current installments $ 137,161 99,917 ======= ======= The convertible note, although due within the next year, continues to be classified as long-term debt because the Company intends to use available funding under the revolving credit agreement to refinance the note on a long-term basis in the event the holders of the note elect to receive cash at maturity. Currently, the Company expects the holders to convert the note into common stock, which would not require the Company to pay any cash at maturity.

ACXIOM CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In connection with the construction of the Company's new headquarters building and a new customer service facility in Little Rock, Arkansas, the Company has entered into 50/50 joint ventures between the Company and local real estate investors. In each case, the Company is guaranteeing portions of the construction loans for the buildings. The aggregate amount of the guarantees at June 30, 1998 was $1.3 million. 3. The Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share," during the year ended March 31, 1998. Below is a calculation and reconciliation of the numerator and denominator of basic and diluted earnings per share (in thousands, except per share amounts): For the Quarter Ended ---------------------------------- June 30, 1998 June 30, 1997 ------------- ------------- Basic earnings per share: Numerator (net earnings) $ 7,291 5,313 ====== ====== Denominator (weighted average shares outstanding) 52,430 51,709 ====== ====== Earnings per share $ .14 .10 ====== ====== Diluted earnings per share: Numerator: Net earnings $ 7,291 5,313 Interest expense on convertible debt (net of tax effect) 111 111 ------ ------ $ 7,402 5,424 ====== ====== Denominator: Weighted average shares outstanding 52,430 51,709 Effect of common stock options 2,908 2,510 Effect of common stock warrant 3,210 2,974 Convertible debt 2,000 2,000 ------ ------ 60,548 59,193 ====== ====== Earnings per share $ .12 .09 ====== ====== Options to purchase shares of common stock that were outstanding during the period but were not included in the computation of diluted earnings per share because the option exercise price was greater than the average market price of the common shares are shown below:

For the Quarter Ended ------------------------------------ June 30, 1998 June 30, 1997 ------------- ------------- Number of shares under option (in thousands) 1,278 1,868 Range of exercise prices $ 23.55-$48.48 $ 15.69-$31.40 ============ ============ 4. Trade accounts receivable are presented net of allowances for doubtful accounts, returns, and credits of $4.0 million and $3.3 million at June 30, 1998 and March 31, 1998, respectively. 5. Effective April 1, 1998, the Company purchased the outstanding stock of NormAdress, a French company located in Paris. NormAdress provides database and direct marketing services to its customers. The purchase price was 20 million French Francs (approximately $3.4 million) in cash and other additional cash consideration of which approximately $900,000 is guaranteed and the remainder is based on the future performance of NormAdress. The acquisition was accounted for as a purchase, and accordingly, the results of operations of NormAdress are included in the consolidated statements of earnings as of the purchase date. The purchase price exceeded the fair value of net assets acquired by approximately $3.7 million. The resulting excess of cost over net assets acquired is being amortized using the straight-line method over its estimated economic life of 20 years. The pro forma combined results of operations, assuming the acquisition occurred at the beginning of fiscal 1997, are not materially different than the historical results of operations reported. NormAdress had revenue of $3.6 million and earnings before income taxes of $0.6 million for the year ended December 31, 1997. 6. On May 26, 1998, the Company entered into a merger agreement with May & Speh, Inc. The merger, which has been approved by the board of directors of both companies, is intended to be accounted for as a pooling of interests and to be a tax-free reorganization. Consummation of the transaction is subject to regulatory approval and stockholder approval by both companies. No effect has been given to the merger in the consolidated financial statements. 7. The Company adopted Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income," as of April 1, 1998. Statement No. 130 establishes standards for reporting and displaying comprehensive income and its components in a financial statement that is displayed with the same prominence as other financial statements. Statement No. 130 also requires the accumulated balance of other comprehensive income to be displayed separately in the equity section of the consolidated balance sheet. The accumulated balance of other comprehensive income as of June 30, 1998 and March 31, 1998 was $0.8 million and $0.7 million, respectively. The adoption of this statement had no impact on net earnings or stockholders' equity. Comprehensive income was $7.4 million and $5.6 million for the quarters ended June 30, 1998 and 1997, respectively.

Form 10-Q Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Consolidated revenue was a record $128.6 million for the quarter ended June 30, 1998, a 28% increase over the same quarter a year ago. Each of the four operating divisions grew in excess of 20%. These results do not include the results of May & Speh, Inc., since the merger which was announced May 27, 1998 is still awaiting regulatory and shareholder approval. The following table shows the Company's revenue by division for the quarters ended June 30, 1998 and 1997 (dollars in millions): 1998 1997 % Increase ----- ----- ---------- Services Division $ 45.8 $ 35.7 +28% Alliances Division 37.9 28.3 +34 Data Products Division 35.5 29.0 +22 International Division 9.4 7.3 +29 ----- ----- --- $128.6 $100.3 +28% ===== ===== === Services Division revenue of $45.8 million reflects a 28% increase over the prior year despite only 8% growth in Allstate Insurance Company ("Allstate") revenue and lower revenue than last year from Citibank. However, this was more than offset by strong results from the High Tech, Publishing, Insurance, Retail, Telecommunications, and Utilities business units. The Services Division also benefited from revenue of $3.7 million in the current year's quarter from the acquisition of Buckley Dement, which was purchased effective October 1, 1997. Alliances Division revenue of $37.9 million increased 34% over the same quarter a year ago. The Financial Services group continued its outstanding growth rate by more than doubling last year's revenue. Trans Union, Polk, and ADP also reported double-digit revenue gains. Guideposts reported lower revenue as a result of a software license in the first quarter of the previous year. The Data Products Division revenue grew 22% compared to last year. DMI grew 21% reflecting growth in both the brokerage business and SmartBase. Acxiom Data Group (InfoBase) revenue grew 35% and DataQuick increased 48%. The quarterly results for the prior year included $1.8 million of Pro CD retail revenue. This business was sold in August of last year. The International Division revenue of $9.4 million grew 29% reflecting 50% growth in data processing services, partly mitigated by flat revenue from fulfillment services.

The Company's operating expenses increased 28% compared to the same quarter a year ago. Salaries and benefits grew $12.9 million or 34% which was faster than the 28% revenue growth as a result of higher incentive accruals in the current quarter. Before incentive accruals, salaries and benefits grew at approximately the same rate as revenue, resulting from acquisitions and increased headcount. Computer, communications and other equipment costs rose $2.4 million or 16% higher than the first quarter in the prior year. Data costs grew $4.6 million or 22% reflecting the growth in data revenue, primarily from Acxiom Data Group, and to a lesser extent, Allstate. Other operating costs and expenses grew $5.1 million or 30% resulting from the higher sales volume and the impact of acquisitions made in the prior year on travel, supplies, facilities, outside services, goodwill amortization, and administrative costs. These increases were partially mitigated by decreases due to the disposal of the Pro CD retail business. Income from operations for the quarter ended June 30, 1998 was $12.8 million, compared to $9.6 million for the same quarter a year ago, an increase of 33%. The operating margin improved from 9.6% to 10.0%. Interest expense increased by $0.7 million compared to the previous year's first quarter as a result of higher average debt levels, which was created primarily by higher accounts receivable levels and increased capital and investment spending. Other income and expense for both the current period and the year-earlier period consists primarily of interest income from long-term receivables related to customer contracts. The Company's effective tax rate was 37.0% for the current quarter, compared with 37.5% for the prior year's quarter. The rate for the full year ended March 31, 1998 was 37.0%. The Company expects the rate for fiscal 1999 to remain in the 37-39% range. This estimate is based on current tax law and current estimates of earnings, and is subject to change. Net earnings were a record $7.3 million for the quarter, an increase of 37% from the previous year. Basic and diluted earnings per share increased 40% and 33%, respectively. Capital Resources and Liquidity Working capital at June 30, 1998 totaled $71.5 million compared to $46.3 million at March 31, 1998. At June 30, 1998, the Company had available credit lines of $119.9 million of which $75.7 million was outstanding. The Company's debt-to-capital ratio (capital defined as long-term debt plus stockholders' equity) was 40% at June 30, 1998 compared to 33% at March 31, 1998. The increase in the ratio is due to the additional borrowings under the line of credit, discussed below. Cash used by operating activities was $6.3 million for the quarter ended June 30, 1998 compared to $3.2 million in the same period in the previous year. Earnings before interest, taxes, depreciation, and amortization ("EBITDA") increased by 26% compared to a year ago. The resulting operating cash flow was reduced by $27.8 million in the current quarter and $18.3 million in the previous year due to the net change in operating assets and liabilities, including increases in accounts receivable for each year. EBITDA is not intended to represent cash flows

for the period, is not presented as an alternative to operating income as an indicator of operating performance, may not be comparable to other similarly titled measures of other companies, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with generally accepted accounting principles. However, EBITDA is a relevant measure of the Company's operations and cash flows and is used internally as a surrogate measure of cash provided by operating activities. Investing activities used $28.8 million in the quarter ended June 30, 1998 compared to $12.7 million in the year-earlier quarter. Investing activities in the current period included $12.4 million in capital expenditures, compared to $10.9 million in the previous year, and $5.0 million in software development, compared to $2.1 million in the previous year. Investing activities also included $3.4 million paid in the acquisition of NormAdress, which is discussed more fully in note 5 to the consolidated financial statements, and $8.0 million invested in joint ventures, including $4.0 million of additional investment in Bigfoot International, Inc., an emerging company that provides services and tools for internet e-mail users, and $3.1 million invested in Ceres Integrated Solutions, a provider of software and analytical services to large retailers. Financing activities in the current period provided $38.0 million, consisting primarily of additional borrowings under the revolving line of credit. Construction has begun on the Company's new headquarters building and a new customer service facility in Little Rock, Arkansas. Both of these buildings are scheduled to be completed and occupied before the end of fiscal 1999. Each building is being built pursuant to a 50/50 joint venture between the Company and local real estate investors. The total cost of the headquarters and customer service projects is expected to be $6.4 million and $9.6 million, respectively. The Company expects other capital expenditures to total approximately $55-65 million in fiscal 1999. While the Company does not have any other material contractual commitments for capital expenditures, additional investments in facilities and computer equipment continue to be necessary to support the growth of the business. In addition, new outsourcing or facilities management contracts frequently require substantial up-front capital expenditures in order to acquire or replace existing assets. In some cases, the Company also sells software, hardware, and data to customers under extended payment terms or notes receivable collectible over one to eight years. These arrangements also require up-front expenditures of cash, which are repaid over the life of the agreement. Management believes that the combination of existing working capital, anticipated funds to be generated from future operations, and the Company's available credit lines is sufficient to meet the Company's current operating needs as well as to fund the anticipated levels of expenditures. If additional funds are required, the Company would use existing credit lines to generate cash, followed by either additional borrowings to be secured by the Company's assets or the issuance of additional equity securities in either public or private offerings. Management believes that the Company has significant unused capacity to raise capital which could be used to support future growth. The Company, like many owners of computer software, has assessed and is in the process of modifying, where needed, its computer applications to ensure they will function properly in the

year 2000 and beyond. The financial impact to the Company has not been and is not expected to be material to its financial position or results of operations in any given year. The Company is currently operating under an internal goal to ensure all of its computer applications are "year 2000 ready" by December 31, 1998. Other Information On May 26, 1998, the Company entered into a merger agreement with May & Speh, Inc. May & Speh, headquartered in Downers Grove, Illinois, provides computer-based information management services with a focus on direct marketing and information technology outsourcing services. The merger, which has been approved by the board of directors of both companies, is intended to be accounted for as a pooling of interests and to be a tax-free reorganization. Consummation of the transaction is subject to regulatory approval and stockholder approval by both companies. No effect has been given to the merger in the consolidated financial statements. The Company has had a long-term contractual relationship with Allstate. The initial contract had a five-year term expiring in September, 1997 and was extended until September, 1998. The Company is currently in negotiations with Allstate to further extend the relationship. Certain statements in this quarterly report may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, which are not statements of historical fact, may contain estimates, assumptions, projections and/or expectations regarding the Company's financial position, results of operations, market position, product development, regulatory matters, growth opportunities and growth rates, acquisition and divestiture opportunities, and other similar forecasts and statements of expectation. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Such forward-looking statements are not guarantees of future performance. They involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Representative examples of such factors are discussed in more detail in the Company's Annual Report on Form 10-K and include, among other things, the possible adoption of legislation or industry regulation concerning certain aspects of the Company's business; the removal of data sources and/or marketing lists from the Company; the ability of the Company to retain customers who are not under long-term contracts with the Company; technology challenges; year 2000 software issues; the risk of damage to the Company's data centers or interruptions in the Company's telecommunications links; acquisition integration; the effects of postal rate increases; and other market factors. See "Additional Information Regarding Forward-looking Statements" in the Company's Annual Report on Form 10-K.

Form 10-Q ACXIOM CORPORATION PART II - OTHER INFORMATION Item 5 - Other Information. Shareholder Proposals Proposals of shareholders intended to be presented at the Company's 1999 annual meeting of shareholders must be received at the Company's principal executive offices no later than February 19, 1999, which is deemed to be a reasonable period of time prior to the Company's printing and mailing of its proxy materials, in order to be included in the Company's proxy statement and form of proxy relating to the 1999 annual meeting. Pursuant to new amendments to Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended, if a shareholder intends to present a proposal at the 1999 annual meeting of shareholders without requesting the Company to include such proposal in the Company's proxy materials, but does not notify the Company of such proposal on or prior to May 1, 1999, which is deemed to be a reasonable period of time prior to the Company's mailing of its proxy materials, then management proxies would be allowed to use their discretionary voting authority to vote on the proposal when the proposal is raised at the annual meeting, even though there is no discussion of the proposal in the 1999 proxy statement. Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits: 27 Financial Data Schedule (b) Reports on Form 8-K. A report was filed on June 4, 1998, which reported the proposed merger with May & Speh, Inc.

Form 10-Q ACXIOM CORPORATION AND SUBSIDIARIES 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. Acxiom Corporation Dated: August 14, 1998 By: /s/ Robert S. Bloom --------------------- (Signature) Robert S. Bloom Chief Financial Officer (Chief Accounting Officer)

EXHIBIT INDEX Exhibits to Form 10-Q Exhibit Number Exhibit 27 Financial Data Schedule

5 THE FOLLOWING IS A RESTATED FINANCIAL DATA SCHEDULE AS A RESULT OF ADOPTION OF STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 128 AND CERTAIN INCOME STATEMENT RECLASSIFICATIONS. THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS MAR-31-1998 JUN-30-1997 626 0 81,874 4,630 0 94,192 204,032 87,359 316,508 32,458 99,232 0 0 5,289 158,403 316,508 0 100,327 0 90,693 (401) 0 1,534 8,501 3,188 5,313 0 0 0 5,313 .10 .09

5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF EARNINGS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 3-MOS MAR-31-1999 JUN-30-1998 8,533 0 97,369 4,000 0 132,802 244,633 110,312 433,755 61,315 137,161 0 0 5,328 203,986 433,755 0 128,608 0 115,771 (945) 0 2,210 11,572 4,281 7,291 0 0 0 7,291 .14 .12