<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997, 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 1-14342
NOVA Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2209575
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
One Concourse Parkway, Suite 300, Atlanta, Georgia 30328
- --------------------------------------------------------------------------------
(Address of principal executive offices)
(770) 396-1456
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(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 _____
-----
Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes ____ No ____
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 28,980,059 shares of common
stock outstanding as of November 10, 1997.
<PAGE>
NOVA CORPORATION
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets-
September 30, 1997 (unaudited) and December 31, 1996....................................................... 3
Condensed Consolidated Statements of Income (unaudited)-
Three and nine months ended September 30, 1997 and 1996.................................................... 4
Condensed Consolidated Statements of Cash Flows (unaudited)-Nine months ended September 30, 1997 and 1996... 5
Notes to Condensed Consolidated Financial Statements........................................................ 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations....................... 7
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings........................................................................................... 9
ITEM 4. Submission of Matters to a Vote of Security Holders......................................................... 9
ITEM 5. Other Information........................................................................................... 9
ITEM 6. Exhibits and Reports on Form 8-K............................................................................ 9
Signatures.................................................................................................. 10
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NOVA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1996 AND SEPTEMBER 30, 1997
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ --------------
A S S E T S (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents............................................... $ 40,326 $ 20,411
Trade receivables, less allowance for doubtful accounts
of $2,707 and $3,641, respectively.................................. 16,147 25,905
Inventory............................................................... 857 763
Deferred tax asset and other current assets............................. 3,160 3,877
-------- --------
Total current assets................................................ 60,490 50,956
Merchant and customer contracts......................................... 21,868 45,234
Property and equipment, net............................................. 10,212 17,742
Excess cost of businesses acquired...................................... 13,301 12,929
Deferred tax asset and other non-current assets......................... 1,834 2,098
-------- --------
Total assets........................................................ $107,705 $128,959
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................................................ $ 4,810 $ 7,185
Accounts payable to affiliate........................................... 1,534 889
Accrued compensation and related costs.................................. 1,416 866
Settlement obligations.................................................. 7,691 9,416
Other accrued liabilities............................................... 5,157 11,252
Long-term debt obligations due within one year.......................... 507 344
-------- --------
Total current liabilities........................................... 21,115 29,952
Deferred tax liability.................................................. 849 657
Long-term debt obligations.............................................. 859 711
STOCKHOLDERS' EQUITY:
Common Stock, $.01 par value, 50,000,000 shares authorized,
28,721,000 and 28,885,000 shares issued, respectively............... 288 289
Additional paid in capital.............................................. 99,299 99,735
Accumulated deficit..................................................... (14,705) (2,385)
-------- --------
Total stockholders' equity.............................................. 84,882 97,639
-------- --------
Total liabilities and stockholders' equity.............................. $107,705 $128,959
======== ========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
NOVA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
For the three months ended For the nine months ended
September 30, September 30,
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE..................................................... $ 70,459 $ 87,489 $ 198,229 $ 232,058
OPERATING COST
Cost of service.......................................... 55,223 67,499 154,484 179,165
Conversion cost.......................................... 1,737 813 5,346 1,803
Selling, general and administrative...................... 8,150 8,757 24,917 24,704
Depreciation and amortization............................ 1,774 2,768 5,166 7,019
----------- ----------- ----------- -----------
TOTAL OPERATING COST........................................ 66,884 79,837 189,913 212,691
OPERATING INCOME............................................ 3,575 7,652 8,316 19,367
Interest expense (income), net........................... (349) (166) 188 (807)
----------- ----------- ----------- -----------
INCOME BEFORE PROVISION FOR INCOME..........................
TAXES.................................................... 3,924 7,818 8,128 20,174
Provision for income taxes............................... 1,555 3,061 3,205 7,855
----------- ----------- ----------- -----------
NET INCOME.................................................. $ 2,369 $ 4,757 $ 4,923 $ 12,319
=========== =========== =========== ===========
Shares used in per share calculation outstanding............ 30,076,762 30,260,042 28,145,902 30,057,578
=========== =========== =========== ===========
Primary and fully diluted earnings
Per share (Pro forma prior to May 7, 1996 - see Note 2).. $0.08 $0.16 $0.17 $0.41
=========== =========== =========== ===========
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
NOVA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(In Thousands)
<TABLE>
<CAPTION>
For the nine months ended
September 30,
1996 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................ $ 4,923 $ 12,319
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization....................................... 5,166 7,018
Loss on sale of equipment........................................... 121 12
Non-cash compensation............................................... 2 ---
Changes in assets and liabilities, net of the effects of
business acquisitions:
Trade receivables................................................. (2,907) (9,758)
Inventory......................................................... 110 94
Other assets...................................................... 1,982 (1,336)
Accounts payable.................................................. 29 3,454
Accrued liabilities............................................... 1,087 5,353
-------- --------
Net cash provided by operating activities........................... 10,513 17,156
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of merchant and customer contracts.......................... (2,347) (26,626)
Additions to property and equipment................................... (3,219) (10,571)
Proceeds from the sale of equipment................................... 80 ---
-------- --------
Net cash used in investing activities............................... (5,486) (37,197)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit and notes payable........................ 5,600 ---
Payment of long-term debt and capital leases.......................... (26,662) (311)
Proceeds from stock issued and
stock options exercised.............................................. 67,056 437
Payment of accrued dividends.......................................... (11,689) ---
Redemption of preferred stock......................................... (5,000) ---
-------- --------
Net cash provided by financing activities........................... 29,305 126
-------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS........................................................... 34,332 (19,915)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD......................... 630 40,326
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................... $ 34,962 $ 20,411
======== ========
Supplemental Cash Flow Information
Supplemental cash flow disclosures, including non-cash investing and
financing activities, are:
For the nine months ended
September 30,
1996 1997
---- ----
Interest paid.......................................................... $ 1,025 $ 126
Income taxes paid...................................................... 230 4,243
</TABLE>
See Accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
NOVA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
only of normal recurring accruals) considered necessary for a fair presentation
have been included. These financial statements should be read in conjunction
with the Company's audited financial statements included in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 filed with the
Securities and Exchange Commission (Commission File No. 1-14342). The results
for the nine months ended or the quarter ended September 30, 1997 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1997.
NOTE 2 - EARNINGS PER SHARE
Earnings per share and shares used in the per share calculation for periods
prior to May 7, 1996, the date of the Company's initial public offering, have
been presented on the condensed consolidated statements of income as if the
conversion of the Company's preferred stock had occurred at the later of the
beginning of the period or the issuance date.
Primary and fully diluted earnings per share is computed using the weighted
average number of shares of Common Stock and dilutive common stock equivalents
outstanding during the period. Common stock equivalents are computed for the
Company's outstanding options using the treasury stock method. Pursuant to the
Securities and Exchange Commission Staff Accounting Bulletins, common stock
equivalents also include amounts computed on options issued during the twelve
months immediately preceding the date of the initial filing of the Company's
Registration Statement on Form S-1 relating to the Company's initial public
offering as if they were outstanding for all periods prior to the closing of the
initial public offering on May 7, 1996 using the treasury stock method.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, Earnings Per Share, which is required to be adopted on December 31, 1997.
At that time, the Company will be required to change the method currently used
to compute earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive effect of
stock options will be excluded. The impact of Statement 128 on the calculation
of primary earnings per share for these quarters is not expected to be material.
The Company has not yet determined what the impact of Statement 128 will be on
the calculation of fully diluted earnings per share.
NOTE 3 - CONTINGENCIES
The Company is from time to time subject to claims and suits arising in the
ordinary course of its business. In the opinion of management, the ultimate
resolution of any such currently pending matters will not have a material
adverse affect on the Company's financial position and results of operations.
NOTE 4 - SUBSEQUENT EVENTS
On October 31, 1997, the Company's wholly-owned subsidiary, NOVA Information
Systems, Inc., purchased for $24 million a 51% interest in Elan Merchant
Services, LLC, a subsidiary of Firstar Corporation. The joint venture's
existing merchant processing contracts represent approximately $3 billion in
annualized credit and debit card volume that will be processed using the NOVA
network.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table presents, for the periods indicated, the percentage of
revenues represented by certain line items in the Company's condensed
consolidated statements of income:
<TABLE>
<CAPTION>
Three Month Period % Increase/ Nine Month Period % Increase/
Ended September 30, (Decrease) Ended September 30, (Decrease)
------------------- ------------ ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
1996 1997 1996 1997
----- ----- ----- ----- 17.1%
Revenue......................... 100.0% 100.0% 24.2% 100.0% 100.0% 16.0
Cost of service................. 78.4 77.2 22.2 77.9 77.2 (66.3)
Conversion cost................. 2.5 0.9 (53.2) 2.7 0.8
Selling, general and (0.9)
administrative expenses...... 11.6 10.0 7.4 12.6 10.6 35.9
Depreciation and amortization... 2.5 3.2 56.0 2.6 3.0 -----
----- ----- ----- ----- ----- 12.0
Operating cost.................. 94.9 91.3 19.4 95.8 91.7
132.9
Operating income................ 5.1 8.7 114.0 4.2 8.3 ---
Interest expense (income), net.. (0.5) (0.2) (52.4) 0.1 (0.4) ---
----- -----
Income before provision
for income taxes............. 5.6 8.9 99.2 4.1 8.7 148.2
Provision for income taxes...... 2.2 3.5 96.8 1.6 3.4 145.1
----- ----- ----- ----- ----- -----
Net Income...................... 3.4% 5.4% 100.8% 2.5% 5.3% 150.2%
===== ===== ===== ===== ===== =====
</TABLE>
This Form 10-Q, or documents incorporated by reference, may contain statements
which may constitute "forward-looking statements" within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Prospective investors are cautioned that any
forward-looking statements are not guarantees for future performance and involve
risks and uncertainties, and that actual results may differ materially from
those contemplated by such forward-looking statements. External influences
known by management which could cause actual performance to differ materially
from forward-looking statements include, but are not limited to, changes in
general economic conditions, interest rates, the legal and regulatory
environment, and competition in the Company's industry and markets. Additional
risks and uncertainties which could affect future performance include, but are
not limited to, those found in the Company's Form 10-K, Item 1, Part 1, for the
year ended December 31, 1996. The Company undertakes no obligation to revise or
update forward-looking statements to reflect changes in assumptions, the
occurrence of unanticipated events, or changes to future results.
GENERAL
NOVA Corporation (the "Company" or "NOVA") is an integrated provider of
transaction processing services, related software application products and
value-added services primarily to small- to medium-sized merchants. The Company
7
<PAGE>
provides transaction processing support for all major credit and charge cards
and also provides access to debit card processing and check verification
services.
RESULTS OF OPERATIONS
The Company's net income for the three and nine month periods ended September
30, 1997 increased more than 100% and 150%, respectively, over the net income
for comparable periods in 1996. This growth in net income significantly
exceeded the revenue growth between the same periods primarily due to
substantial completion of the conversion of the First Union Corporation merchant
portfolio (the "First Union Portfolio") acquired in January 1996. As the
majority of conversions from the First Union Portfolio occurred during 1996,
conversion costs for the three and nine month periods in 1997 decreased from the
levels experienced in the same periods in 1996. Other significant factors
affecting net income for both the three and nine month periods ended September
30, 1997 were increased interest income from short-term cash investments,
additional amortization expense resulting from the purchases of merchant
portfolios in the current year, and additional depreciation expenses arising
from investments in capital additions.
With the conversion of the First Union Portfolio, a greater portion of the
Company's credit and debit card volume was processed over the NOVA network and
operating platform during 1997. Resulting operating efficiencies were realized
in both the costs of providing service and in selling, general and
administrative costs. These operating efficiencies are attributable to greater
utilization of existing system and personnel capacities.
Revenue growth during the periods resulted primarily from completion of the
acquisition of Crestar Bank's merchant portfolio in May 1997 and the addition of
new merchant locations generated through internal sales efforts.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash flow from operating activities for the nine months ended
September 30, 1997 increased 63% from the comparable period in 1996. Consistent
with the Company's growth strategy, significant investments in merchant
portfolios and capital equipment reduced cash on hand by 49% as compared to
December 31, 1996. Purchases of merchant portfolios totaled $26.6 million for
the nine month period, as compared to $2.3 million in the comparable period in
1996. Capital equipment purchases increased more than $7 million over 1996
levels and primarily consisted of computer and software investments to expand
capacity and enhance services provided by the NOVA network and to increase
internal operational efficiency.
Net cash flow from financing activities for the nine months ended September 30,
1997 was minimal. Expenditures in 1997 were funded by utilizing cash generated
from operations and proceeds from the Company's initial public offering which
closed in May of 1996.
The Company typically has relatively low working capital requirements because
discount fees charged to merchants are collected in an average of 15 days, while
normal payables are paid in 30 days. In addition, increasing acquisition
activity may cause variations in working capital due to conversion-period
operating costs. Because of the seasonality of the Company's business, capital
requirements may be greater in certain months.
8
<PAGE>
In anticipation of cash requirements for future acquisitions, subsequent to
September 30, 1997 the Company terminated its existing $10 million credit
facility and executed a new credit agreement. The new credit facility provides
for borrowings of up to $100 million. Proceeds from the new credit facility may
be used for acquisitions or other corporate uses. Substantially all available
cash and $3 million in borrowings under the new agreement were used to fund the
Company's investment in a joint venture with Firstar Bank, USA effective October
31, 1997.
The Company intends to use its existing cash and cash equivalents, cash
generated from operations and available credit facilities to fund future
merchant portfolio acquisitions and working capital requirements.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company has been involved from time to time in litigation in the
normal course of its business. While management is aware of and dealing with
certain pending or threatened litigation, management does not believe that such
matters, individually or in the aggregate, will have a material adverse affect
on the financial condition of the Company.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 - OTHER INFORMATION
At the November 4, 1997 meeting of the Company's Board of Directors,
Dr. James E. Carnes was elected to fill a vacancy on the Company's Board of
Directors.
ITEM 6 - EXHIBITS AND REPORTS FILED ON FORM 8-K
(a) Exhibits
11.1 Statement regarding Computation of Pro Forma Earnings Per
Share
11.2 Statement regarding Computation of Historical Earnings Per
Share
27. Financial Data Schedule
(b) Reports on Form 8-K
The Company did not file any Current Report(s) on Form 8-K during the
quarter ended September 30, 1997.
9
<PAGE>
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.
NOVA Corporation
(Registrant)
By: /s/ Edward Grzedzinski
-------------------------------------------
Edward Grzedzinski
Date: November 14, 1997 Chairman, President and Chief
Executive Officer
(Principal Executive Officer)
By: /s/ James M. Bahin
Date: November 14, 1997 -------------------------------------------
James M. Bahin
Vice Chairman, Chief Financial Officer
and Secretary
(Principal Accounting Officer)
10
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description Page
<S> <C> <C>
11.1 Statement regarding Computation of Pro Forma Earnings Per Share 12
11.2 Statement regarding Computation of Historical Earnings Per Share 13
27. Financial Data Schedule 14
</TABLE>
11
<PAGE>
EXHIBIT 11.1
NOVA CORPORATION
COMPUTATION OF PRO FORMA EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1996
---- ----
<S> <C> <C>
Weighted average Common Stock outstanding during
the period 28,688,583 26,389,308
Cheap Stock (1) 0 0
Conversion of Preferred Stock into Common Stock 0 0
Dilutive effect of common stock equivalents 1,388,179 1,756,594
----------- -----------
Total 30,076,762 28,145,902
=========== ===========
Net income $ 2,369,000 $ 4,923,000
Less: Preferred Stock dividends 0 (230,000)
- -----------
Net income available for Common Stock and
common stock equivalents $ 2,369,000 $ 4,693,000
=========== ===========
Per share amount $0.08 $0.17
===== =====
</TABLE>
__________
(1) Pursuant to Securities and Exchange Commission Accounting Bulletin No. 83,
common stock and common stock equivalents issued at prices below the
initial public offering price per share ("Cheap Stock") during the twelve
months immediately preceding the initial filing date of the Company's
Registration Statement for its public offering have been included as
outstanding for all periods presented.
12
<PAGE>
EXHIBIT 11.2
NOVA CORPORATION
COMPUTATION OF HISTORICAL EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1997 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
PRIMARY
Weighted average Common Stock outstanding during
the period 28,688,583 28,884,096 20,821,016 28,826,890
Cheap Stock (1) 0 0 0 0
Dilutive effect of common stock equivalents 1,388,179 1,375,946 1,756,594 1,230,688
---------- ---------- ---------- ----------
Total 30,076,762 30,260,042 22,577,610 30,057,578
=========== ========== ========== ==========
Net income $ 2,369,000 $ 4,757,000 $ 4,923,000 $12,319,000
Less: Preferred Stock dividends 0 0 (1,486,000) 0
- - ---------- -
Net income available for Common Stock
and common stock equivalents $ 2,369,000 $ 4,757,000 $ 3,437,000 12,319,000
=========== =========== ========== ==========
Per share amount $0.08 $0.16 $0.15 $0.41
===== ===== ===== =====
FULLY DILUTED
Weighted average Common Stock outstanding during
the period 28,688,583 28,884,096 26,389,308 28,826,890
Cheap Stock (1) 0 0 0 0
Dilutive effect of common stock equivalents 1,388,179 1,375,946 1,756,594 1,367,709
----------- ----------- ---------- ----------
Total 30,076,762 30,260,042 28,145,902 30,194,599
=========== =========== ========== ==========
Net income $ 2,369,000 $ 4,757,000 $ 4,923,000 $12,319,000
Less: Preferred Stock dividends 0 0 (230,000) 0
- - ------- -
Net income available for Common Stock
and common stock equivalents $ 2,369,000 $ 4,757,000 $ 4,693,000 $12,319,000
========== =========== ========== ==========
Per share amount $0.08 $0.16 $0.17 $0.41
===== ===== ===== =====
</TABLE>
__________
(1) Pursuant to Securities and Exchange Commission Accounting Bulletin No. 83,
common stock and common stock equivalents issued at prices below the
initial public offering price per share ("Cheap Stock") during the twelve
months immediately preceding the initial filing date of the Company's
Registration Statement for its public offering have been included as
outstanding for all periods presented.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 20,411,000
<SECURITIES> 0
<RECEIVABLES> 29,546,000
<ALLOWANCES> 3,641,000
<INVENTORY> 763,000
<CURRENT-ASSETS> 50,956,000
<PP&E> 26,939,000
<DEPRECIATION> 9,197,000
<TOTAL-ASSETS> 128,959,000
<CURRENT-LIABILITIES> 29,952,000
<BONDS> 0
0
0
<COMMON> 289,000
<OTHER-SE> 97,350,000
<TOTAL-LIABILITY-AND-EQUITY> 128,959,000
<SALES> 232,058,000
<TOTAL-REVENUES> 232,058,000
<CGS> 179,165,000
<TOTAL-COSTS> 179,165,000
<OTHER-EXPENSES> 33,526,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (807,000)
<INCOME-PRETAX> 20,174,000
<INCOME-TAX> 7,855,000
<INCOME-CONTINUING> 12,319,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,319,000
<EPS-PRIMARY> .41
<EPS-DILUTED> .41
</TABLE>
