SEC Info - BRC Holdings Inc - ‘10-Q’ for 9/30/98

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BRC Holdings Inc – ‘10-Q’ for 9/30/98

As of: Thursday, 11/12/98 · For: 9/30/98 · Accession #: 205219-98-9 · File #: 0-08615

  As Of                Filer                Filing    For·On·As Docs:Size

11/12/98  BRC Holdings Inc                  10-Q        9/30/98    2:53K

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      21     86K 
 2: EX-27       Financial Data Schedule (Pre-XBRL)                     2      8K

10-Q — Quarterly Report
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits and Reports on Form 8-K Management's Discussion and Analysis of Financial Condition and Results of Operations Other Information
1	1st Page - Filing Submission
13	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
20	Item 5. Other Information
"	Item 6. Exhibits and Reports on Form 8-K

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SECURITIES AND EXCHANGE COMMISSION              
Washington, D.C.  20549               
__________              
Form 10-Q               

/X/QUARTERLY REPORT UNDER SECTION 13 OR 15(d)               
OF THE SECURITIES EXCHANGE ACT OF 1934                

For Quarterly Period Ended September 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 0-8615               

BRC HOLDINGS, INC.              
(Exact name of registrant as specified in its charter)              

DELAWARE                               75-1533071         
(State or other jurisdiction of         (I.R.S. Employer Identification No.)    
incorporation or organization)                                                

1111 West Mockingbird Lane, Suite 1400, Dallas, Texas  75247              
(Address of principal executive including zip code)               

Registrant's telephone number, including area code    (214) 688-1800            

None    
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 (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

Indicate the number of shares outstanding of each of the issuer's classes of    
common stock, as of the latest practicable date.                                

Class                        Outstanding at September 30, 1998          
Common Stock                               13,738,144                           
$.10 Par Value                                                                  

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BRC HOLDINGS, INC.              

INDEX               

                                                            PAGE

Part I.   Financial Information (Unaudited)                                     

Consolidated Condensed Balance                    
Sheets - September 30, 1998 and                   
      December 31, 1997                                      1

Consolidated Condensed Statements                 
of Income - Three Months Ended                    
      September 30, 1998 and 1997                            2

Consolidated Condensed Statements                 
of Income - Nine Months Ended                     
      September 30, 1998 and 1997                            3

Consolidated Condensed Statement of               
Shareholders' Equity - Nine Months                
Ended September 30, 1998 and Year                 
      Ended December 31, 1997                                4

Consolidated Condensed Statements                 
of Cash Flows - Nine Months Ended                 
      September 30, 1998 and 1997                            5

Notes to Consolidated Condensed Financial         
      Statements                                             6

Management's Discussion and Analysis of           
      Financial Condition and Results of Operations         11

Part II.  Other Information                                          18         

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PART I.  FINANCIAL INFORMATION            

BRC HOLDINGS, INC.              
CONSOLIDATED CONDENSED BALANCE SHEETS               
(Unaudited)             

                                             September 30,    December 31,
ASSETS                                              1998            1997        

Current assets:                                                                 

Cash and cash equivalents. . . . . . .          $ 1,366,000     $  6,464,000    
Short-term investments . . . . . . . .           63,431,000       25,084,000    
Accounts receivable, net . . . . . . .           30,457,000       21,094,000    
Current portion of installment and                                              
notes receivable. . . . . . . . . . .            5,176,000        5,539,000   
Inventories (Note 3) . . . . . . . . .            1,925,000        1,585,000    
Deferred tax asset . . . . . . . . . .            6,783,000        4,623,000    
Interest receivable on investments . .            1,572,000        1,831,000    
Other current assets . . . . . . . . .            2,236,000        1,446,000    
Total current assets . . . . . . . .          112,946,000       67,666,000  

Property, plant and equipment. . . . .           39,081,000       39,268,000    
Less accumulated depreciation . . . .          (27,671,000)     (28,084,000)  
                                             11,410,000       11,184,000

Long-term investments (Note 4) . . . .           38,445,000       77,833,000    
Long-term installment and notes                                                 
receivable . . . . . . . . . . . . .            8,115,000       19,398,000  
Goodwill and intangibles, net. . . . .           26,506,000       22,867,000    
Other assets . . . . . . . . . . . . .            4,079,000        3,162,000    

Total assets . . . . . . . . . . . . .         $201,501,000     $202,110,000    

LIABILITIES & SHAREHOLDERS' EQUITY                                              

Current liabilities:                                                            

Accounts payable. . . . . . . . . . .         $  3,315,000     $  2,671,000   
Accrued liabilities . . . . . . . . .           18,005,000       18,692,000   
Accrued income taxes. . . . . . . . .            1,526,000       11,148,000   
Current portion of notes and capital                                          
leases . . . . . . . . . . . . . . .              295,000          304,000  
Total current liabilities. . . . . .           23,141,000       32,815,000  

Long-term notes and capital leases . .                  ---          144,000    
Deferred tax liability . . . . . . . .            2,036,000        1,723,000    

Shareholders' Equity:                                                           

Common stock . . . . . . . . . . . . .              719,000          719,000    
Additional paid-in capital . . . . . .           81,081,000       80,414,000    
Retained earnings. . . . . . . . . . .          104,684,000       94,397,000    
Treasury stock (Note 7). . . . . . . .          (10,160,000)      (8,102,000)   
Total shareholders' equity . . . . .          176,324,000      167,428,000  

Total liabilities and shareholders'                                             
equity . . . . . . . . . . . . . . .         $201,501,000     $202,110,000  

See accompanying Notes to the Consolidated Condensed Financial Statements.      

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BRC HOLDINGS, INC.              
CONSOLIDATED CONDENSED STATEMENTS OF INCOME               
(Unaudited)               

                                        Three Months Ended September 30,

                                       1998             1997

Revenues . . . . . . . . . . . . . . . .     $ 33,966,000      $ 26,321,000     

Cost of products and services. . . . . .       23,345,000        18,985,000     
Selling, general and administrative. . .        6,266,000         4,492,000     
                                          29,611,000        23,477,000

Operating profit . . . . . . . . . . . .        4,355,000         2,844,000     
Interest income, net . . . . . . . . . .        1,646,000         1,044,000     

Income from continuing operations                                               
before income taxes . . . . . . . . . .        6,001,000         3,888,000    
Income taxes . . . . . . . . . . . . . .        2,380,000         1,565,000     

Income from continuing operations. . . .        3,621,000         2,323,000     
Income from discontinued operations                                             
(Note 6) (net of income tax of $27,000                                        
in 1998 and $160,000 in 1997) . . . . .           40,000           241,000    
Net income . . . . . . . . . . . . . . .     $  3,661,000      $  2,564,000     

Earnings per share (Note 8):                                                    

Basic:                                                                        
Income from continuing operations. . .     $        .26      $        .17   
Income from discontinued operations. .              ---               .02   
                                        $        .26      $        .19

Average shares. . . . . . . . . . . . .       14,070,000        13,796,000    

Diluted:                                                                      
Income from continuing operations. . .     $        .26      $        .17   
Income from discontinued operations. .              ---               .01   
                                        $        .26      $        .18

Average shares. . . . . . . . . . . . .       14,245,000        14,059,000    

Cash dividends per share . . . . . . . .     $        ---      $        ---     

See accompanying Notes to the Consolidated Condensed Financial Statements.      

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BRC HOLDINGS, INC.      
CONSOLIDATED CONDENSED STATEMENTS OF INCOME     
(Unaudited)     

                                             Nine Months Ended September 30,

                                             1998             1997

Revenues . . . . . . . . . . . . . . . .        $93,335,000       $79,455,000   

Cost of products and services. . . . . .         65,772,000        55,622,000   
Selling, general and administrative. . .         18,017,000        15,282,000   
                                              83,789,000        70,904,000

Operating profit . . . . . . . . . . . .          9,546,000         8,551,000   
Interest income, net . . . . . . . . . .          5,871,000         3,043,000   

Income from continuing operations                                               
before income taxes . . . . . . . . . .         15,417,000        11,594,000  
Income taxes . . . . . . . . . . . . . .          6,153,000         4,639,000   

Income from continuing operations. . . .          9,264,000         6,955,000   
Income (loss) from discontinued                                                 
operations (Note 6) (net of income tax                                        
expense (benefit) of $683,000 in 1998                                         
and $(360,000) in 1997) . . . . . . . .          1,024,000          (540,000) 
Net income . . . . . . . . . . . . . . .        $10,288,000       $ 6,415,000   

Earnings per share (Note 8):                                                    

Basic:                                                                        
Income from continuing operations. . .        $       .66       $       .50 
Income (loss) from discontinued                                             
 operations. . . . . . . . . . . . . .                .07              (.04)
                                             $       .73       $       .46

Average shares. . . . . . . . . . . . .         14,083,000        14,003,000  

Diluted:                                                                      
Income from continuing operations. . .        $       .65       $       .49 
Income (loss) from discontinued                                             
 operations. . . . . . . . . . . . . .                .07              (.04)
                                             $       .72       $       .45

Average shares. . . . . . . . . . . . .         14,347,000        14,261,000  

Cash dividends per share . . . . . . . .        $       ---       $       ---   

See accompanying Notes to the Consolidated Condensed Financial Statements.      

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BRC HOLDINGS, INC.                
CONSOLIDATED CONDENSED STATEMENTS OF SHAREHOLDERS' EQUITY                 

(Unaudited)                 

                                                        [Enlarge/Download Table]


                                     Common     Additional                               
                                   Stock $.10     Paid-In      Retained       Treasury   
                                   par Value      Capital      Earnings         Stock    

                                                                                         

Balance at December 31, 1996     $   716,000   $ 79,375,000  $ 74,105,000   $        --- 

 Net income. . . . . . . . . . .         ---            ---    20,250,000            --- 
 Purchase of common stock for                                                            
  treasury (Note 7). . . . . . .         ---            ---           ---    (10,225,000)
 Exercise of stock options . . .       3,000        845,000      (154,000)     2,123,000 
 Stock option tax benefits . . .         ---        194,000       196,000            --- 

Balance at December 31, 1997         719,000     80,414,000    94,397,000     (8,102,000)

 Net income. . . . . . . . . . .         ---            ---    10,288,000            --- 
 Exercise of stock options . . .         ---            ---        (1,000)     1,932,000 
 Purchase of common stock for                                                            
  treasury (Note 7). . . . . . .         ---            ---           ---     (7,228,000)
 Stock option tax benefits . . .         ---        155,000           ---            --- 
 Stock issued for acquisition                                                            
   (Notes 5 and 7) . . . . . . .         ---        512,000           ---      3,238,000 

Balance at September 30, 1998    $   719,000   $ 81,081,000  $104,684,000   $(10,160,000)


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    BRC HOLDINGS, INC.
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
                                                 Nine Months Ended September 30,
                                                1998              1997
Cash flows from operating activities:                                           
Net income . . . . . . . . . . . . . . . . . .  $ 10,288,000    $  6,415,000
Adjustments to reconcile net income to net                              
cash from continuing operations:                                    
   (Income) loss from discontinued operations.    (1,023,000)        540,000
  Depreciation . . . . . . . . . . . . . . . .     3,621,000       5,144,000
  Amortization . . . . . . . . . . . . . . . .     1,745,000       1,464,000
  Amortization of bond premium . . . . . . . .       801,000         750,000
  Loss on disposal of assets . . . . . . . . .       110,000         269,000
  Deferred income tax. . . . . . . . . . . . .    (1,847,000)        256,000
Changes in assets and liabilities:                                          
  Accounts receivable. . . . . . . . . . . . .    (7,786,000)      3,259,000
   Inventories. . . . . . . . . . . . . . . . .      (151,000)       (223,000)
  Other assets . . . . . . . . . . . . . . . .     1,721,000         417,000
   Accounts payable . . . . . . . . . . . . . .       408,000        (663,000)
   Other liabilities. . . . . . . . . . . . . .       529,000      (1,422,000)
Net cash provided by continuing operations . .     8,416,000      16,206,000
Net cash provided by (used in) discontinued                                 
operations:                                                             
    Operating/transition activities. . . . . .       222,000       7,808,000
    Payment of taxes on divestiture. . . . . .   (12,524,000)            ---
Net cash (used in) provided by operating                                        
activities . . . . . . . . . . . . . . . . . .    (3,886,000)     24,014,000
Cash flows from investing activities:                                           
 Capital expenditures . . . . . . . . . . . . .    (2,992,000)     (2,470,000)
Capital expenditures of discontinued                                        
   operations . . . . . . . . . . . . . . . . .           ---      (1,038,000)
 Purchase of investments. . . . . . . . . . . .   (21,877,000)    (38,446,000)
Redemption of investments. . . . . . . . . . .    19,817,000      37,024,000
Proceeds from sale of business units . . . . .    11,216,000         481,000
 Acquired businesses (Note 5) . . . . . . . . .    (4,999,000)     (4,824,000)
 Additions to installment receivables . . . . .      (700,000)     (1,686,000)
Proceeds from installment receivables. . . . .     3,773,000       4,124,000
Net cash provided by (used in) investing                                        
 activities . . . . . . . . . . . . . . . . . .     4,238,000      (6,835,000)

Cash flows from financing activities:                                           
 Principal payments on capital leases . . . . .      (153,000)       (424,000)
Issuance of common stock . . . . . . . . . . .     1,931,000       1,529,000
 Purchases of treasury stock. . . . . . . . . .    (7,228,000)    (10,225,000)
Net cash used in financing activities. . . . . .    (5,450,000)     (9,120,000) 

Increase (decrease) in cash and cash equivalents    (5,098,000)      8,059,000  
Cash and cash equivalents at beginning of period     6,464,000       7,089,000  
Cash and cash equivalents at end of period . . .  $  1,366,000    $ 15,148,000  

Supplemental disclosures -- Cash payments during the first nine months of 1998  
for income taxes and interest were $17,633,000 and $162,000, respectively.      
Cash payments during the first nine months of 1997 for income taxes and         
interest were $1,054,000 and $199,000, respectively.                            

See accompanying Notes to the Consolidated Condensed Financial Statements.      

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BRC HOLDINGS, INC.            
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS              
(Unaudited)               

1.   The interim consolidated condensed financial statements included herein    
   have been prepared by BRC Holdings, Inc. ("BRC") (the "Company"), without
audit, pursuant to the rules and regulations of the Securities and    
Exchange Commission.  Certain information and footnote disclosures    
   normally included in financial statements have  been condensed or omitted
pursuant to such rules and regulations.  These consolidated condensed 
  financial statements should be read in conjunction with the consolidated
financial statements and related notes contained in the Company's 1997
annual report on Form 10-K.  In the opinion of management, the        
consolidated condensed financial statements contain all adjustments   
necessary to present fairly the financial position as of September 30,
1998 and the results of operations and cash flows for the nine months 
ended September 30, 1998 and 1997. These adjustments include recurring
accruals and a pro rata portion of certain estimated expenses.  The   
    results of operations for the nine months ended September 30, 1998 are not
 necessarily indicative of the results to be expected for the full year.
Management believes that the procedures followed in preparing these   
consolidated condensed financial statements are reasonable under the  
    circumstances, but the accuracy of the amounts in the financial statements
  are in some respects dependent upon facts that will exist and procedures
that will be performed by the Company later in the fiscal year.       

  On March 3, 1998, the Board of Directors of the Company voted to issue a
 100% common stock dividend to shareholders of record on March 20, 1998.
The distribution date for the common stock was April 6, 1998.  As a   
result, all historical weighted-average shares and EPS data have been 
retroactively restated.                                               

Revenue Recognition - In October 1997, Statement of Position 97-2,    
"Software Revenue Recognition" ("SOP 97-2") was issued and addresses  
    software revenue recognition matters primarily from a conceptual level and
     does not include specific implementation guidance.  SOP 97-2 supersedes SOP
 91-1 and is effective for transactions entered into during fiscal years
 beginning after December 15, 1997.  SOP 97-2 was adopted by the Company
effective January 1, 1998; however, on March 31, 1998, Statement of   
    Position 98-4, "Deferral of the Effective Date of a Provision of SOP 97-2,
  Software Revenue Recognition", ("SOP 98-4") was issued, which defers for
one year the effective date of certain provisions of SOP 97-2.  The   
  Company believes it is currently in compliance with SOP 97-2, as amended
by SOP 98-4.                                                          

Comprehensive Income - In June 1997, Statement of Financial Accounting
   Standards No. 130, "Comprehensive Income" was issued.  This statement was
adopted by the Company effective January 1, 1998.  The Company has no 
comprehensive income to report for the periods presented.  The Company
   expects to present any future comprehensive income amounts as a component
of the Consolidated Statements of Shareholders' Equity.               

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2.   The provision for income tax is based on the estimated annual rate.        
Certain reclassifications of the September 30, 1998 balances between  
    current income tax and deferred income tax may be necessary at year end to
    reflect the annual computation of differences between book and tax income.

3.   Inventories consist of the following:                                      

                                  September 30,     December 31,
                                  1998              1997

Raw materials and supplies. .        $ 1,444,000       $ 1,438,000    
Work in progress. . . . . . .                ---               ---    
Finished goods. . . . . . . .            481,000           147,000    
Total inventories . . . . . .        $ 1,925,000       $ 1,585,000    

4.   Long-term investments includes a $5,027,500 minority investment in equity  
securities of MatriDigm Corporation ("MatriDigm"), a privately-held   
information technology firm, headquartered in San Jose, California.   
  MatriDigm specializes in automated solutions to the "Year 2000" computer
    date recognition problem.  On October 6, 1998, MatriDigm announced that it
has executed a definitive Merger Agreement with Zitel Corporation, a  
publicly-traded information systems concern, headquartered in Fremont,
California.                                                           

5.   On February 28, 1998, a subsidiary of the Company purchased the assets and 
operations of MIDS, Inc. ("MIDS"), a Tucson, Arizona-based provider of
  specialized case management and quality measurement software and related
    services for the healthcare industry.  MIDS was purchased for $3.4 million
in cash and $3.8 million in common stock.  In connection with the     
purchase, the Company recorded $4.6 million in goodwill which will be 
  amortized over 25 years.  MIDS had annual revenues of approximately $5.4
million in 1997.                                                      

On May 31, 1998, a subsidiary of the Company purchased the assets and 
operations of The Tenacity Manufacturing Company ("Tenacity"), a      
Cincinnati, Ohio-based producer of products used in government records
management.  Tenacity was purchased for $1.8 million in cash.  In     
connection with the purchase, the Company recorded $0.6 million in    
goodwill which will be amortized over 20 years.  Tenacity had annual  
revenues of approximately $2.7 million in 1997.                       

6.   On November 20, 1997, the Company consummated its sale of the assets of    
   its election business to Election Systems and Software, Inc. ("ES&S") and
   the Sequoia Pacific Systems Division of The Smurfit Packaging Corporation
    ("Sequoia").  As a result of the sale, the Company entered into transition
agreements to operate the Berkeley, California and Rockford, Illinois 
  facilities for a maximum period of two years for the benefit of ES&S and
Sequoia.  Under its agreements with ES&S and Sequoia, BRC is to be    
  reimbursed for costs it incurs during these transition periods.  In July
1998, the Company received notice from ES&S and Sequoia that the      
transition periods would be concluded in November 1998 for both       
facilities.  Accordingly, the Company will continue to reflect the    
   activity of these operations as a discontinued operation through November
  1998.  The Company had no material net assets of discontinued operations
as of September 30, 1998.                                             

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    In June 1998, the Company sold a promissory note representing a portion of
  the proceeds received in connection with the divestiture of its election
   business.  The note was sold for $11.2 million and a related pre-tax gain
of $1.5 million was recorded.  This gain was reported net of tax as a 
    component of income from discontinued operations for the period ended June
     30, 1998.  In 1998, the Company paid $12.5 million of income tax associated
with the gain on sale of the election business.                       

7.   During the first nine months of 1998, the Company repurchased 465,950      
shares of its common stock, in open market transactions, at an average
price of $15.51 per share.  During the first nine months of 1997, the 
Company repurchased 510,000 shares of its common stock, in open market
transactions, at an average price of $16.76, and 100,000 shares of its
common stock in a privately negotiated purchase at $16.75 per share.  
During the first nine months of 1998 and 1997, common stock was issued
   from treasury upon exercise of 115,548 and 47,392 employee stock options,
respectively.  The difference between the aggregate option exercise   
proceeds and the Company's basis in the treasury stock of $2,000 and  
  $26,000 was charged to retained earnings during the first nine months of
1998 and 1997, respectively.  In addition, on February 28, 1998, the  
    Company issued 195,312 shares of common stock from treasury in association
 with the acquisition of MIDS, Inc.  The difference between the carrying
value of the treasury stock and the acquisition price of $512,000 was 
recorded as additional paid-in capital.  See Note 5.  At September 30,
1998, the Company reflected treasury stock of $10,160,000.            

8.   During 1998, the Company adopted Statement of Financial Accounting         
Standards No. 128, "Earnings per Share" ("SFAS 128") which establishes
  standards for computing and presenting earnings per share ("EPS").  This
   statement requires dual presentation of basic and diluted EPS on the face
  of the income statement for entities with complex capital structures and
 requires a reconciliation of the numerator and denominator of the basic
EPS computation to the numerator and denominator of the diluted EPS   
computation.  Basic EPS excludes the effect of potentially dilutive   
 securities while diluted EPS reflects the potential dilution that would
occur if securities or other contracts to issue common stock were     
    exercised, converted into or resulted in the issuance of common stock.  In
    addition, the statement requires restatement of all prior-period EPS data.
As such, EPS figures for 1997 have been restated.                     

The following sets forth the weighted-average number of shares        
outstanding:                                                          

Basic EPS                                                             

   Basic EPS data was calculated using the number of weighted-average shares
outstanding of 14,070,000 and 13,796,000 for the three months ended   
  September 30, 1998 and 1997, respectively, and 14,083,000 and 14,003,000
for the nine months ended September 30, 1998 and 1997, respectively.  
Basic EPS is calculated by dividing net income by the weighted-average
number of shares outstanding.                                         

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Diluted EPS                                                           

  The following is a reconciliation of the weighted-average shares used in
   the calculation of basic EPS to the adjusted weighted-average shares used
in the calculation of diluted EPS.                                    

                                            Three Months Ended September 30,
                                            1998                1997

  Weighted-average shares . . . . . .       14,070,000          13,796,000
Incremental shares from assumed                                       
    conversions of stock options. . .          175,000             263,000
  Adjusted weighted-average shares. .       14,245,000          14,059,000

                                             Nine Months Ended September 30,
                                            1998                1997

  Weighted-average shares . . . . . .       14,083,000          14,003,000
Incremental shares from assumed                                       
    conversions of stock options. . .          264,000             258,000
  Adjusted weighted-average shares. .       14,347,000          14,261,000

  Diluted EPS is computed by dividing net income by the adjusted weighted-
average shares outstanding.                                           

9.   The Company has continued to address Year 2000 issues throughout 1998 by   
   completing all inventorying, assessment, analysis and high level planning
    required to remediate (1) its software products sold to customers, (2) its
   obligations, if any, under certain software support, outsourcing or other
   service contracts and (3) its internal operational and financial systems.
As of September 30, 1998, assuming the continued availability of labor
   resources, the Company believes that all currently known Year 2000 issues
   which could have a significant effect on the Company will be addressed by
December 31, 1999.  With respect to Year 2000 issues relating to third
    parties with which the Company has a material relationship, the Company is
 in the process of obtaining Year 2000 certification documentation.  The
  Company believes that its key vendors are addressing Year 2000 issues in
 a satisfactory manner, however, the Company can make no assurances that
   all vendors will be Year 2000 compliant in a timely manner.  In the event
  that certain third parties with which the Company relies upon to conduct
   business, such as telephone, electric or other utility providers, are not
   Year 2000 compliant in a timely fashion, the Company could be affected in
a materially adverse manner.                                          

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    Currently, the Company has not developed a contingency plan to address its
 most reasonably likely worst-case Year 2000 scenarios.  As of September
30, 1998, the Company believes that its worst-case Year 2000 scenario 
    would involve, at a minimum, the inability to upgrade certain customers to
    Year 2000 compliant versions of its software prior to December 31, 1999 as
a result of a potential labor resource shortage.  Based upon the      
    availability of labor resources to the Company to address Year 2000 issues
   to date, the Company believes that adequate labor resources are available
to achieve timely completion of its Year 2000 projects.  However, no  
  assurances can be made that adequate labor resources will continue to be
available as the Year 2000 approaches.                                

    At this time, and based upon current labor costs and availability of labor
resources, the Company continues to estimate its costs to address Year
  2000 issues at $5.5 million.  Of this amount, approximately $1.3 million
had been expended as of September 30, 1998.                           

10.  On October 19, 1998, the Company signed a definitive Merger Agreement with 
    Affiliated Computer Services, Inc. ("ACS") under which the Company will be
acquired by and merged into a subsidiary of ACS.  ACS commenced a cash
  tender offer for approximately 51% of the fully-diluted shares of BRC at
a price of $19.00 per share.  The Merger Agreement also provides that 
   subsequent to the consummation of the cash tender offer, ACS will acquire
all remaining outstanding shares of BRC at $19.00 per share in cash.  
In connection with the tender offer, ACS and the Company have filed   
   Schedules 14D-1 and 14D-9, respectively.  The merger agreement is subject
to certain conditions, including regulatory and shareholder approvals.

   Subsequently, on November 2, 1998, the Company received notification that
   Matador Capital Management Corporation and certain of its affiliates have
filed suit against the Company, ACS Acquisition Corporation ("ACS     
  Acquisition"), ACS, and the directors of BRC, making certain allegations
regarding the negotiation and contents of the Merger Agreement and the
   Company's public disclosure relating thereto.  Among other relief sought,
the plaintiffs seek to enjoin the consummation of the tender offer    
commenced by ACS for 51% of the fully-diluted shares of BRC or the    
    consummation of any transaction contemplated in the Merger Agreement.  The
 Company intends to vigorously defend itself in the lawsuit and does not
   currently believe that the lawsuit will have a material adverse effect on
the operations or financial condition of the Company.                 

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P-11
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND       
RESULTS OF OPERATIONS                                       

General Considerations                                                          

On October 19, 1998, the Company announced that it has signed a definitive      
agreement with Affiliated Computer Services, Inc. ("ACS") under which BRC will  
be acquired by and merged into a subsidiary of ACS.  ACS commenced a cash tender
offer for approximately 51% of the fully-diluted shares of BRC at a price of    
$19.00 per share.  The merger agreement is subject to certain conditions,       
including regulatory approvals and approval of the merger by the shareholders of
BRC.  Upon satisfaction of these conditions, ACS will acquire all of the        
remaining shares of common stock of BRC at a price of $19.00 per share in cash. 
Based on the Company's 13.7 million outstanding common shares at September 30,  
1998, the gross transaction value for all shares is approximately $261 million. 
(See Item 5).                                                                   

Subsequently, on November 2, 1998, the Company received notification that       
Matador Capital Management Corporation and certain of its affiliates have filed 
suit in Delaware Chancery Court against BRC, ACS Acquisition Corporation ("ACS  
Acquisition"), ACS and the directors of BRC, making certain allegations         
regarding the negotiation and contents of the Merger Agreement among BRC, ACS   
and ACS Acquisition and BRC's public disclosures relating thereto.  Among other 
relief sought, the plaintiffs seek to enjoin the consummation of the tender     
offer commenced by ACS for 51% (on a fully-diluted basis) of the outstanding    
common stock of BRC or the consummation of any transaction contemplated in the  
related Merger Agreement.  (See Note 10 to the unaudited consolidated condensed 
financial statements and Item 5 hereto).                                        

Statements about the Company's outlook and all other statements in this 10-Q    
other than historical facts are forward-looking statements within the meaning   
of the Private Securities Litigation Reform Act of 1995.  These forward-looking 
statements rely on a number of assumptions concerning future events and are     
subject to a number of uncertainties and factors, many of which are outside the 
Company's control, that could cause actual results to differ materially from    
such statements.  While the Company believes that the assumptions concerning    
future events are reasonable, it cautions that there are inherent difficulties  
in predicting certain important factors, especially the timing and magnitude    
of technological advances; market responses to the Company's product and        
service offerings, pricing pressures, results from litigation, the timely       
development and acceptance of new products and services, changes in customer    
preferences, inventory risks due to shifts in market demand, costs and          
liabilities associated with the compliance of the Company-provided computer     
software and hardware with the Year 2000 date convention and the successful     
consummation of the transactions contemplated in the merger agreement discussed 
above.  Consequently, the actual results realized by the Company could differ   
materially from the statements made herein.  Shareholders and all other readers 
of this Form 10-Q are cautioned not to place an undue reliance on the           
forward-looking statements made herein.                                         

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Discontinued Operations                                                         

On November 20, 1997, the Company and its wholly-owned subsidiary, Business     
Records Corporation, consummated the divestiture of its business of providing   
goods and services utilized by public authorities in the conduct of elections.  
In connection with the divestiture, the Company agreed to operate the Berkeley, 
California and Rockford, Illinois facilities for the benefit of the acquirers   
for transition periods which are currently expected to end in November 1998.    
Accordingly, the Company has continued to reflect the activity of these         
operations as a discontinued operation through September 30, 1998.  (See Note 6 
to the unaudited consolidated condensed financial statements).                  

Revenues from election products and services associated with the Company's      
provision of transition services to ES&S and Sequoia constituted approximately  
3% of the Company's combined revenues from continuing and discontinued          
operations during the third quarter and first nine months of 1998. This         
compared to 24% and 19% of total revenues during the third quarter and first    
nine months of 1997, respectively.                                              

Acquisitions                                                                    

In February 1998, the Company's wholly-owned subsidiary, The Pace Group,        
acquired the assets and operations of MIDS, Inc. ("MIDS") for $7.2 million.     
MIDS is a Tucson, Arizona-based provider of specialized case management and     
quality measurement software and related services for the healthcare industry.  
MIDS had revenues of approximately $5.4 million in 1997.  The purchase price    
consisted of $3.4 million in cash and $3.8 million in the Company's common      
stock.  See Note 5 to the unaudited consolidated condensed financial statements.

In May 1998, a subsidiary of the Company purchased the assets and operations of 
The Tenacity Manufacturing Company, ("Tenacity") a Cincinnati, Ohio-based       
producer of government records management products.  Tenacity was purchased for 
$1.8 million in cash.  Tenacity had annual revenues of approximately $2.7       
million in 1997.  See Note 5 to the unaudited consolidated condensed financial  
statements.                                                                     

Status of Year 2000 Issues                                                      

Many currently installed computer systems and software products are coded to    
accept only two digit entries in the date code field.  As the Year 2000         
approaches, these code fields will need to accept four digit entries to         
distinguish years beginning with "19" from those beginning with "20".  As a     
result, computer systems and/or software products used by many of the Company's 
customers may need to be upgraded to comply with such Year 2000 requirements.   
The Company is currently expending resources to remediate or replace its        
products and services as well as its internal use software in order to ensure   
those products, services and systems are Year 2000 ready.                       

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In 1996, the Company began the process of evaluating the extent of its Year     
2000 date convention problems within its software products sold or licensed to  
customers and the obligations it may have under software support, outsourcing   
and other service contracts with existing customers.  Additionally, during 1996 
the Company reviewed its internal accounting systems to determine the scope and 
extent of the Year 2000 date conversion problem with respect to these systems.  
Based on these evaluations, during 1996 and 1997, the Company has dedicated     
extensive resources to reprogramming its tax and financial software packages    
licensed to government entities and expects to complete the upgrade process     
with customers to Year 2000 compliant software by August 1999.  The Company's   
EmStat software has also undergone extensive reprogramming efforts and          
installation of a new Year 2000 compliant version at customer sites is expected 
to be completed by April 1999.  The Company's dental and vision care softwares  
are also in varying stages of reprogramming and the Company expects to offer    
Year 2000 compliant versions during 1999.  The contracts under which the Company
provides customers with on-site information systems management outline varying  
degrees of responsibility for Year 2000 compliant hardware and software, ranging
from financial responsibility for the systems to simply advising on             
customer-sponsored Year 2000 projects.  The government records management       
business is currently updating its records indexing software to a Year 2000     
compliant version.  Software and hardware will need to be replaced at most      
customer sites to become Year 2000 compliant.  Internally, the Company upgraded 
its accounting systems to Year 2000 compliant software in March 1998, and       
expects to complete conversion of peripheral software by March 1999.            

With respect to Year 2000 issues relating to third parties with which the       
Company has a material relationship, the Company is in the process of obtaining 
Year 2000 certification documentation.  The Company believes that its key       
vendors are addressing Year 2000 issues in a satisfactory manner, however, the  
Company can make no assurances that all vendors will be Year 2000 compliant in  
a timely fashion.  In the event that third parties with which the Company       
relies upon to conduct business, such as telephone, electric and other utility  
providers, are not Year 2000 compliant in a timely fashion, material adverse    
conditions could arise.                                                         

Currently, the Company has not developed a contingency plan to address its most 
reasonably likely worst-case Year 2000 scenarios.  As of September 30, 1998, the
Company believes that its worst-case Year 2000 scenario would involve, at a     
minimum, the inability to upgrade certain customers to Year 2000 compliant      
versions of its software prior to December 31, 1999 as a result of a potential  
labor resource shortage.  Based upon the availability of the labor resources to 
the Company to address Year 2000 issues to date, the Company believes that      
adequate labor resources are available to achieve timely completion of its Year 
2000 projects.  However, no assurances can be made that adequate labor resources
will continue to be available as the Year 2000 approaches.                      

At this time, and based upon current labor costs and availability of labor      
resources, the Company continues to estimate its costs to address Year 2000     
issues at $5.5 million.  Of this amount, approximately $1.3 million had been    
expended as of September 30, 1998.                                              

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Three Months Ended September 30, 1998 and 1997                                  

Revenues from continuing operations for the third quarter of 1998 increased $7.6
million, or 29%, over those reported during the third quarter of 1997. The      
Company experienced revenue growth in most of its product lines during the third
quarter.  Specifically, significant growth was reported by information systems  
and services to governmental customers which increased $4.8 million, or 65%,    
when compared to the third quarter of 1997.  When including revenues associated 
with information systems and services provided to health care clients, total    
information systems and services increased by $4.1 million, or 25%.  Revenues   
from the Company's government records management business increased by $1.9     
million, or 29%, as compared to the previous year, while consulting services    
revenues grew $1.4 million, or 46%.  These changes in revenues are discussed in 
further detail below.                                                           

Information systems and services revenues increased $4.1 million during the     
third quarter of 1998 as a result of revenues generated from new on-site        
systems management contracts with the cities of Carrollton, Texas, and          
Riverside, California.  These contracts and additional special project revenues 
generated increased revenues from government customers of $4.3 million over the 
third quarter of 1997.  After adjusting for the mid-quarter 1997 acquisition of 
MCSI, this business unit reported third quarter 1998 revenue growth of $0.7     
million, or 88%, over the third quarter of 1997.  This increase can be          
attributed to growth in the customer base and a broadening of the services      
provided.  These revenue increases were offset by a decrease in revenues of $0.7
million, or 8%, from on-site systems management services provided to health care
accounts.  This decrease can be attributed to the attrition of such accounts    
during 1997 and 1996.                                                           

Government records management revenues increased $1.9 million, or 29%, during   
the third quarter of 1998 when compared to the third quarter of 1997.  This     
increase is attributed to a growth in customer base and favorable economic      
conditions which have generated a significant increase in the number of real    
estate transactions required to be recorded by government entities.  In         
addition, binder sales increased by $0.9 million, or 52%, over the third        
quarter of 1997 primarily as a result of the acquisition of The Tenacity        
Manufacturing Company during the second quarter of 1998.  (See Note 5 to the    
unaudited consolidated condensed financial statements).                         

Consulting services revenues increased $1.4 million, or 46%, in the third       
quarter of 1998 as compared to the same period last year.  This increase is a   
result of the acquisition of MIDS in February of this year which reported       
third quarter revenues of $2.1 million.  This increase in revenues was partially
offset by a decrease in revenues of The Pace Group due to the completion of     
several large, non-recurring consulting engagements in the second half of 1997. 

Millennium services revenues were $0.6 million for the third quarter of 1998.   
This business unit did not generate significant revenues in 1997 during its     
start-up phase.  While the Company currently anticipates continued growth in    
revenues from millennium services within the next 15 months, there can be no    
certainty that potential customers will select the Company's methodology for    
addressing their Year 2000 concerns.                                            

In July 1997 the Company sold its title services business which accounted for   
other revenues during the second quarter of 1997 of $0.4 million.               

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The Company's gross margins for the third quarters of 1998 and 1997 were 31%    
and 28%, respectively.  This increase in margins can be attributed to the       
government records management business where significant revenue growth has been
achieved with minimal additional personnel costs.                               

Selling, general and administrative expenses increased from 17% of revenues in  
the third quarter of 1997 to 18% of revenues during the third quarter of 1998.  
This increase can be substantially attributed to additional personnel costs     
incurred to enable and support the Company's revenue growth.                    

Nine Months Ended September 30, 1998 and 1997                                   

Revenues from continuing operations for the first nine months of 1998 were $13.9
million, or 18%, greater than those reported during the first nine months of    
1997.  Year to date information systems and services and government records     
management revenues increased $9.0 million, or 19%, and $3.4 million, or 17%,   
respectively, when compared to the first nine months of 1997.  Millennium       
services reported revenues of $2.9 million for the first nine months of 1998,   
and MIDS, acquired in February of 1998, contributed $4.8 million in revenues    
year to date.                                                                   

The increase in information systems and services revenues of $9.0 million, or   
19%, during the first nine months of 1998, is primarily related to new on-site  
systems management contracts and additional special project revenues generated  
in the government sector of $8.5 million over the first nine months of 1997.    
In addition, the Company's CSI and MCSI business units which were acquired in   
May and July, 1997, respectively, reported revenues of $4.8 and $2.1 million,   
respectively, during the first nine months of 1998.  These additional revenues  
were offset by decreased revenues of $5.8 million from on-site systems          
management services provided to health care accounts.  This decrease can be     
attributed to the cancellation of large contracts during 1997 and 1996.         

Government records management revenues increased $3.4 million, or 17%, during   
the first nine months of 1998 when compared to the first nine months of 1997.   
This growth is attributed to additional sales in all products lines and         
services of this business as a result of increased real estate transactions     
associated with positive economic conditions nationwide coupled with an expanded
customer base.  In addition, the Company's binders business unit sales increased
in the first nine months of 1998 by $1.4 million, or 25%, over the first nine   
months of 1997.                                                                 

Consulting services revenues increased by $1.5 million, or 14%, in the first    
nine months of 1998 as compared to the same period last year.  This increase    
in revenues can primarily be attributed to additional revenues of $4.8 million  
generated by the Company's acquisition of MIDS in February of this year.  This  
increase was substantially offset due to the completion of several large,       
non-recurring consulting engagements by The Pace Group during 1997.             

For the first nine months of 1998, revenues from millennium services were $2.9  
million.  As previously mentioned, this business unit was in the start-up phase 
during 1997 and no significant revenues were generated during that period of    
time.                                                                           

Other revenues associated with the Company's title services business which was  
sold in July 1997 accounted for $2.8 million in revenues during the first nine  
months of 1997.                                                                 

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The Company's gross margins for the first nine months of 1998 and 1997 were     
consistent at 30%.  Gross margins in government records management have         
increased when compared to the first nine months of 1997 as a result of         
substantial revenue growth, as previously discussed, with minimal increase in   
costs.  However, other product lines, such as technology outsourcing and the    
healthcare-related softwares, have reported decreased gross margins when        
compared to the first nine months of 1997 as Year 2000 issued with to existing  
customers are being addressed.  It should also be noted that the Company has    
experienced a shift from higher margin healthcare technology outsourcing        
contracts which terminated in 1997 and 1996 to lower margin services provided   
by MCSI and CSI which were acquired during 1997.                                

Selling, general and administrative expenses remained constant at 19% of        
revenues for the first nine months of 1998 and 1997.                            

Liquidity and Capital Resources                                                 

At September 30, 1998, the Company had net working capital (total current       
assets minus total current liabilities) of $89.8 million.  This represents a    
$55.0 million increase in working capital since December 31, 1997.  This can be 
attributed to a $33.2 million increase in cash equivalents and short-term       
investments as the Company has shifted from longer term instruments to          
short-term investments and generated additional cash reserves of $6.1 million.  
During June 1998, the Company received $11.3 million in proceeds associated with
the sale of a promissory note received in connection with the divestiture of the
Company's election business.  (See Note 6 to the unaudited consolidated         
condensed financial statements).  Proceeds from this note contributed to the    
increase in short-term investment balances.  The $9.4 million increase in       
accounts receivable since December 31, 1997, is primarily related to increased  
customer billings by the millennium services and government information systems 
and services business units as a result of the revenue growth previously        
discussed.  The acquisition of MIDS and Tenacity also increased accounts        
receivable balances by $2.3 million.  In addition, the Company reflected a $9.6 
million reduction in accrued income taxes which was primarily related to the    
payment of taxes associated with the sale of the elections business.  As of     
September 30, 1998, the Company's total current assets were 4.9 times total     
current liabilities.                                                            

Net cash provided by operating activities from continuing operations during the 
first nine months of 1998 decreased by $7.8 million when compared to the first  
nine months of 1997.  This change is primarily due to a decrease in cash        
provided from accounts receivable of $11.0 million as balances have increased   
due to the Company's revenue growth.  In addition, other liabilities have       
increased in 1998 due to additional compensation-related accruals associated    
with increased profits, and increased deferred revenues associated with new     
customer contracts where customer invoicing precedes revenue recognition.       
The change in other assets in the third quarter of 1998 when compared to the    
third quarter of 1997 represents an increase in cash used of $1.3 million.      
This increase can be attributed to the prepayment of millennium consulting      
services and increases in accrued interest receivable.  Net cash used in        
operating activities of discontinued operations included income taxes paid of   
$12.5 million in connection with the gains on divestiture of the election       
business.                                                                       

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Cash flows provided by investing activities of continuing operations increased  
$10.0 million in the first nine months of 1998 when compared to the first nine  
months of 1997.  As mentioned above, the Company received $11.3 million in      
payments from a promissory note received in connection with the divestiture of  
the Company's election business.  The note was sold for $11.2 million at a      
gain, net of taxes and commissions, of $0.8 million.  In addition, notes        
receivable additions during the first nine months of 1998 decreased $9.9        
million when compared to the first nine months of 1997.  This decrease is a     
result of a shift away from Company-financed hardware sales to customers.       
These increases in cash provided by investing activities have been offset by    
minor increased capital expenditures and a reduction in proceeds from           
installment receivables of $0.5 and $0.4 million, respectively.  In addition,   
net long-term investment activity resulted in a $0.6 million increase in the    
use of funds when compared to the first nine months of 1997.                    

Cash flows used in financing activities decreased $3.7 million in the first     
nine months of 1998 when compared to the first nine months of 1997.  During the 
first nine months of 1997 the Company purchased $10.2 million in treasury       
stock, compared to $7.2 million of such purchases during the first nine months  
of 1998.  In addition, proceeds from common stock were slightly higher in 1998  
by $0.4 million when compared to 1997 while cash used to pay down lease         
obligations decreased by $0.3 million.                                          

Due to continuing positive cash flows from existing operations and anticipated  
future exercises of stock options, the Company generally foresees experiencing  
positive cash flows during the coming year.                                     

The Company is not currently subject to any material indebtedness or aware of   
any liabilities which would cause it to believe it will be subject to a         
materially adverse long-term liquidity position.  Due to the foregoing, and its 
working capital position, the Company does not maintain any active lines of     
credit.                                                                         

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PART II.  OTHER INFORMATION       

Item 5.  Other Information                                                      

On October 19, 1998, the Company announced that it had signed a definitive      
agreement with Affiliated Computer Services, Inc. ("ACS") under which BRC will  
be acquired by and merged into a subsidiary of ACS.  ACS commenced a cash       
tender offer for approximately 51% of the fully-diluted shares of BRC at a      
price of $19.00 per share.  The merger agreement is subject to certain          
conditions, including regulatory approvals and approval of the merger by the    
shareholders of BRC.  Upon satisfaction of these conditions, ACS will acquire   
all of the remaining shares of common stock of BRC at a price of $19.00 per     
share in cash.  Based on the Company's 13.7 million outstanding common shares,  
the gross transaction value for all shares is approximately $261 million as of  
September 30, 1998.                                                             

On October 23, 1998, ACS filed, with the Securities and Exchange Commission, a  
Schedule 14d-1, offering to purchase 51%, on a fully-diluted basis, of the      
Company's outstanding common stock.  Also on October 23, 1998, the Company      
filed, with the Securities and Exchange Commission, a Schedule 14d-9 relating   
to ACS's offer to purchase the Company's common stock.                          

Subsequently, on November 2, 1998, the Company received notification that       
Matador Capital Management Corporation and certain of its affiliates have       
filed suit in Delaware Chancery Court against BRC, ACS Acquisition Corporation  
("ACS Acquisition"), ACS and the directors of BRC, making certain allegations   
regarding the negotiation and contents of a Merger Agreement among BRC, ACS     
and ACS Acquisition and BRC's public disclosures relating thereto.  Among other 
relief sought, the plaintiffs seek to enjoin the consummation of the tender     
offer commenced by ACS for 51% (on a fully-diluted basis) of the outstanding    
common stock of BRC or the consummation of any transaction contemplated in the  
related Merger Agreement.  (See Note 10 to the unaudited consolidated condensed 
financial statements).  In addition, on November 4, 1998, Matador Capital       
Management Corporation filed a Schedule 14d-9 with regard to the Company's      
common stock.  The Company's stockholders are encouraged to review the filings, 
together with such amendments thereto as may be filed from time to time, for    
information regarding ACS's offer to purchase the Company's common stock and    
responses by the Company and third parties relating to that offer.  All         
statements made in this Report on Form 10-Q are qualified in their entirety by  
reference to the more complete descriptions and other material contained in     
such Schedules 14d-1 and 14d-9, together with any amendments thereto.           

Item 6.  Exhibits and Reports on Form 8-K                                       

A.  Exhibits                                                                  

27.  Financial Data Schedule for the Nine Months Ended September 30,
1998.  (Pursuant to Item 601(c)(iv) of Regulation S-X, the
     Financial Data Schedule is not deemed to be "filed" for purpose
         of Section 11 of the Securities Act of 1933, as amended, or Section
18 of the Securities Exchange Act of 1934, as amended.)   

B.  Reports on Form 8-K                                                       

During the period from July 1, 1998 through September 30, 1998 the  
Company did not file a Current Report on Form 8-K.                  

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P-19

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.                                         

BRC HOLDINGS, INC.

(Registrant)

By

Date: November 12, 1998             /s/ J. L. Morrison                          
      J. L. Morrison
                             President and Chief Operating Officer

Date: November 12, 1998             /s/ Thomas E. Kiraly                        
        Thomas E. Kiraly
               Chief Financial Officer
                        (Principal Financial Officer and
                       Principal Accounting Officer)

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

	12/31/99	11	15
	11/13/98
Filed on:	11/12/98	21
	11/4/98	20		SC 14D9
	11/2/98	12	20
	10/23/98	20		SC 14D1, SC 14D9
	10/19/98	12	20
	10/6/98	9
For Period End:	9/30/98	1	20	10-Q/A
	7/1/98	20
	6/30/98	10		10-Q
	5/31/98	9
	4/6/98	8
	3/31/98	8		10-Q
	3/20/98	8
	3/3/98	8
	2/28/98	9	10
	1/1/98	8
	12/31/97	18		10-K, 11-K
	12/15/97	8
	11/20/97	9	14	8-K
	9/30/97	2	17	10-Q
	12/31/96	6		10-K405, 11-K
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Filing Submission 0000205219-98-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

BRC Holdings Inc – ‘10-Q’ for 9/30/98

As of: Thursday, 11/12/98 · For: 9/30/98 · Accession #: 205219-98-9 · File #: 0-08615

Previous ‘10-Q’: ‘10-Q’ on 8/13/98 for 6/30/98 · Next & Latest: ‘10-Q/A’ on 2/24/99 for 9/30/98

Quarterly Report — Form 10-QFiling Table of Contents

10-Q — Quarterly ReportDocument Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Quarterly Report — Form 10-Q
Filing Table of Contents

10-Q — Quarterly Report
Document Table of Contents