<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d)of the Securities Exchange
Act of 1934.
For the quarterly period ended: June 26, 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 0-28568
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
California 95-2920557
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
700 East Bonita Avenue, Pomona, CA 91767
(Address of principal executive offices) (Zip Code)
(909) 624-8041
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
--- ---
The number of shares outstanding of the registrant's Common Stock, no par value,
at June 26, 1998 was 14,663,000 shares
This Form 10-Q contains 13 pages.
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
------------------------------------
INDEX
-----
<TABLE>
<CAPTION>
<C> <S> <C>
PART I. FINANCIAL INFORMATION Page Number
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets 3
June 26, 1998 (unaudited) and March 27, 1998
Condensed Consolidated Statements of Income (unaudited) 4
Three months ended June 26, 1998 and June 27, 1997
Condensed Consolidated Statements of Cash Flow (unaudited) 5
Three months ended June 26, 1998 and June 27, 1997
Notes to Condensed Consolidated Financial Statements 6
(unaudited)
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risks 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
---------------------------------
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 26, 1998 MARCH 27, 1998
(UNAUDITED) (NOTE)
------------- --------------
<S> <C> <C>
ASSETS
Current Assets:
Cash and Cash Equivalents $ 17,328 $ 10,859
Accounts receivable, net of allowance
of $666 at June 1998 and $593 at
March 1998 22,578 23,476
Inventories, primarily finished goods 57,427 54,870
Other current assets 3,849 4,788
--------- ---------
Total current assets 101,182 93,993
Plant, property and equipment, net 14,942 14,873
Goodwill, net of accumulated amortization
of $518 in June, 1998 and $437 in
March, 1998 6,317 6,295
Intangibles, net of accumulated amortization
of $1,494 in June, 1998 and $1,302 in
March, 1998 1,788 1,980
Other assets 2,586 2,555
--------- ---------
Total Assets $ 126,815 $ 119,696
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Bankers acceptance $ 1,874 $ 1,852
Accounts Payable 13,999 13,428
Accrued liabilities 7,928 5,480
Current portion of long-term debt 643 779
--------- ---------
Total current liabilities 24,444 21,539
Long-term debt, less current portion 466 503
Deferred taxes 426 426
Shareholders' equity:
Preferred stock, no par value:
Authorized shares--3,000,000
None issued and outstanding -- --
Common stock, no par value:
Authorized shares--50,000,000
Issued and outstanding shares--14,663,000 at June
1998 and 14,642,000 at March 1998, at stated 57,587 57,196
value
Additional paid-in capital 724 724
Retained Earnings 43,168 39,308
--------- ---------
Total shareholders' equity 101,479 97,228
--------- ---------
Total liabilities and shareholders' equity $ 126,815 $ 119,696
========= =========
</TABLE>
The accompanying notes are an integral part of these
unaudited condensed consolidated financial statements.
NOTE: The balance sheet at March 27, 1998 has been derived from the audited
consolidated financial statements at that date but does not include all
of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
3
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
JUNE 26, JUNE 27,
1998 1997
----------- -----------
<S> <C> <C>
Net sales $ 69,872 $ 62,745
Cost of sales 39,534 36,241
----------- -----------
Gross profit 30,338 26,504
Operating expenses:
Selling and distribution expenses 19,548 16,640
General and Administrative 4,786 4,468
Severance costs -- 705
----------- -----------
Operating income 6,004 4,691
Other Income 440 76
Interest expense (11) (307)
----------- -----------
Income before income taxes 6,433 4,460
Income tax 2,573 1,207
----------- -----------
Net Income $ 3,860 $ 3,253
=========== ===========
Earnings Per Share
Basic $ 0.26 $ 0.28
=========== ===========
Diluted $ 0.26 $ 0.27
=========== ===========
Weighted average shares outstanding
Basic 14,655,000 11,779,000
=========== ===========
Diluted 14,917,000 11,880,000
=========== ===========
(unaudited pro forma information) (Note 4)
Net income, as previously reported $ 3,860 $ 3,253
Pro forma tax adjustment $ -- $ (532)
----------- -----------
Pro forma net income $ 3,860 $ 2,721
=========== ===========
Pro forma net income per share - basic $ 0.26 $ 0.23
=========== ===========
Pro forma net income per share - diluted $ 0.26 $ 0.23
=========== ===========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
4
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
JUNE 26, JUNE 27,
1998 1997
----------- -----------
<S> <C> <C>
Operating activities
Net income $ 3,860 $3,253
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 1,096 789
Provision for losses on uncollectible accounts 73 6
Provision for losses on inventory -- 256
(Gain) on sale of assets/liabilities (31) (1)
Changes in operating assets and liabilities:
Accounts receivable 825 (859)
Inventories (2,557) 868
Prepaid expenses, other receivables and other assets 1,079 2,173
Accounts payable, and other accrued liabilities 3,020 (5,895)
-------- --------
Net cash provided by operating activities 7,365 590
Investing activities
Proceeds from sale of assets 43 10
Purchases of property, plant and equipment (1,177) (1,051)
Cash paid for acquisitions -- (4,090)
-------- --------
Net cash used in investing activities (1,134) (5,131)
Financing activities
Borrowings under bank credit facility -- 7,194
Payments under bank credit facility -- (126)
Bankers acceptances and other short-term debt, net 22 (705)
S corp distributions -- (528)
Principal payments on long-term debt (175) (745)
Net proceeds on option exercise 391 --
-------- --------
Net cash provided by financing activities 238 5,090
-------- --------
Net increase in cash 6,469 549
Cash at beginning of period 10,859 1,804
-------- --------
Cash at end of period $ 17,328 $ 2,353
======== ========
Supplemental disclosures
Interest paid during the period $ 14 $ 200
Income taxes paid during the period $ 1,410 $ 108
======== ========
</TABLE>
The accompanying notes are an integral part of these unaudited condensed
consolidated financial statements.
5
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
(Unaudited)
JUNE 26, 1998
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions of 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 fair presentation,
with respect to the interim financial statements have been included. The results
of operations for the three month period ended June 26, 1998 are not necessarily
indicative of the results that may be expected for the full year ending April 2,
1999. For further information, refer to the consolidated financial statements
and footnotes thereto for the year ended March 27, 1998, included in the
Keystone Automotive Industries, Inc. Form 10-K (File No. 333-3994) filed with
the Securities and Exchange Commission on June 25, 1998.
2. NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. Because of the Company's minimal use of
derivatives, management does not anticipate that the adoption of the new
Statement will have a significant effect on earnings or the financial position
of the Company.
3. SEVERANCE COSTS
In May 1997, the Company incurred approximately $705,000 of costs related
to the severance of its former Chairman and Chief Executive Officer.
4. UNAUDITED PRO FORMA INFORMATION
Pro forma net income and pro forma net income per share information for the
three month period ended June 27, 1997 gives effect to an income tax adjustment
to reflect taxation of the income of two corporations acquired by the Company in
January, 1998 (accounted for as poolings of interest) as "C" corporations,
rather than "S" corporations, at an estimated rate of approximately 39%.
5. SUBSEQUENT EVENT
On June 27, 1998, the Company completed its acquisition of Republic
Automotive Parts, Inc. ("Republic"). The Company issued approximately 2,907,456
shares of its common stock in exchange for the outstanding common stock of
Republic for a total purchase price of approximately $63.1million using an
average share price of $21.69. The acquisition of Republic is being accounted
for under the purchase method of accounting.
6
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Except for the historical information contained herein, certain
matters addressed in this Item 2 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. Such forward-
looking statements are subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those anticipated by the
Company's management. The Private Securities Litigation Reform Act of 1995 (the
"Act") provides certain "safe harbor" provisions for forward-looking statements.
All forward-looking statements made in this Quarterly Report on Form 10-Q are
made pursuant to the Act and are subject to the cautionary statement set forth
herein and in the Company's Annual Report on Form 10-K for the year ended March
27, 1998.
GENERAL
- -------
On March 28, 1997, the Company completed the North Star Merger, in
which the Company issued 2,450,000 shares of its Common Stock. On January 1,
1998, the Company completed the Inteuro and Car Body Mergers, in which the
Company issued 2,000,000 shares of its Common Stock. Each of these transactions
was accounted for under the pooling of interests method of accounting, which
requires that financial information be presented on an historical combined basis
for all periods presented. Therefore, the following discussion of results of
operations and liquidity and capital resources reflects the combined companies.
7
<PAGE>
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
RESULTS OF OPERATIONS
- ---------------------
The following table sets forth, for the periods indicated, certain selected
income statement items as a percentage of net sales.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
---------------------------
JUNE 26, JUNE 27,
1998 1997
----------- -----------
<S> <C> <C>
Net Sales 100.0% 100.0%
Cost of Sales 56.6 57.8
----- -----
Gross profit 43.4 42.2
Selling and distribution expenses 28.0 26.5
General and administrative expenses 6.8 7.1
Severance costs -- 1.1
----- -----
Income from operations 8.6 7.5
Other income 0.6 0.1
Interest expense 0.0 0.5
Income tax provision 3.7 1.9
----- -----
Net income 5.5% 5.2%
===== =====
Pro forma net income (1) 5.5% 4.3%
===== =====
</TABLE>
- ---------------
(1) Pro forma net income gives effect to an income tax adjustment to reflect
taxation of the income of Inteuro and Car Body, acquired in January 1998,
as "C" corporations, rather than "S" corporations, at an estimated
statutory rate of approximately 39%.
THREE MONTHS ENDED JUNE 26, 1998 COMPARED TO THREE MONTHS ENDED JUNE 27, 1997
- -----------------------------------------------------------------------------
Net sales were $69.9 million for the three months ended June 26, 1998 (the
"June 1998 Quarter") compared to $62.7 million for the three months ended June
27, 1997 (the "June 1997 Quarter"), an increase of $7.1 million or 11.4%. This
increase was made up of increases of $2.2 million in sales of automotive body
parts (including fenders, hoods, headlights, radiators, grilles and other crash
parts), $231,000 in sales of new and recycled bumpers and $2.0 million in sales
of paint and related materials, which increases represent increases of
approximately 8.2%, 1.1% and 20.7%, respectively, over the comparable period in
the prior fiscal year. Increased net sales were attributable primarily to an
increase in the number of service centers in operation, and an increase in unit
volume. In addition, the Company sold approximately $3.8 million of
remanufactured alloy wheels in the June 1998 Quarter compared to $1.5 million in
the June 1997 quarter, an increase of 161%.
8
<PAGE>
Gross profit increased in the June 1998 Quarter to $30.3 million (43.4% of
net sales) from $26.5 million (42.2% of net sales) in the June 1997 Quarter, an
increase of 14.5%, primarily as a result of the increase in net sales. The
Company's gross profit margin has improved, in part, due to increased purchasing
leverage, a direct result of acquisitions and internal growth. In addition, the
United States dollar has strengthened relative to the Taiwanese dollar,
resulting in lower costs for imported products. The Company imported
approximately 31% of its products from Taiwan, generally, fenders, hoods, door
panels and grilles. The Company's gross profit margin has fluctuated, and is
expected to continue to fluctuate, depending on a number of factors, including
changes in product mix, acquisitions and competition.
Selling and distribution expenses increased to $19.5 million (28.0% of net
sales) in June 1998 Quarter from $16.6 million (26.5% of net sales) in the June
1997 Quarter, an increase of 17.5%. The increase in these expenses as a
percentage of net sales was generally the result of certain administrative costs
associated with consolidating and assimilating acquisitions.
General and administrative expenses increased to $4.8 million (6.8% of net
sales) in the June 1998 Quarter from $4.5 million (7.1% of net sales) in the
June 1997 Quarter, a increase of 7.1%. The decrease in these expenses as a
percentage of net sales in the June 1998 Quarter was primarily the result of
economies of scale resulting from higher net sales. During the June 1997
Quarter, the Company incurred approximately $705,000 of costs related to
severance payments to its former Chairman and Chief Executive Officer.
As a result of the above factors, net income increased to $3.9 million
(5.5% of net sales) in the June 1998 Quarter from $3.3 million (5.2% of net
sales) in the June 1997 Quarter. The increase in net income as a percentage of
net sales was primarily the result of an increase in gross profit as a
percentage of sales. There can be no assurance that the Company can maintain its
gross profit margin at the level experienced in the June 1998 Quarter, which was
above historical levels.
VARIABILITY OF QUARTERLY RESULTS AND SEASONALITY
- ------------------------------------------------
The Company has experienced, and expects to continue to experience,
variations in its sales and profitability from quarter to quarter due, in part,
to the timing and integration of acquisitions and the seasonal nature of
Keystone's business. The number of collision repairs is directly impacted by the
weather. Accordingly, the Company's sales generally are highest during the five
month period between December and April. However, the winter of 1998 was
unusually mild. The impact of seasonality may be reduced somewhat in the future
as Keystone becomes more geographically diversified. Other factors which
influence quarterly variations include the reduced number of business days
during the holiday season, the timing of the introduction of new products, the
level of consumer acceptance of new products, general economic conditions that
affect consumer spending, the timing of supplier price changes and the timing of
expenditures in anticipation of increased sales and consumer delivery
requirements.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company has entered into an amended revolving loan agreement with its
commercial lender that provides for a $25 million unsecured credit facility that
expires in September 1998. Advances under the revolving line of credit bear
interest at LIBOR plus 0.75%. At June 26, 1998, no funds had been drawn under
the line of credit; however, at August 1, 1998, as a result of the consummation
of the Republic acquisition, Keystone had drawn down a net of $15.0 million
under the line of credit . The revolving loan agreement is subject to certain
restrictive covenants. As of June 26, 1998 and as of the date of filing of this
quarterly report, the Company was in compliance with its covenants.
The Company's primary need for funds has been to finance the growth of
inventory and accounts receivable and acquisitions. At June 26, 1998, working
capital was $76.7 million compared to $72.4 million at March 27, 1998.
Historically, the Company has financed its working capital requirements from its
cash flow from operations, proceeds from public offerings of its Common Stock
and advances drawn under lines of credit.
The Company believes that its existing working capital, estimated cash flow
from operations and the funds available under its line of credit will enable it
to finance its anticipated growth in sales and to complete anticipated
acquisitions for at least the next 12 months.
The Company believes that consolidation among independent distributors of
aftermarket collision parts is creating opportunities
9
<PAGE>
for the Company to acquire service centers in new and existing markets. The
Company intends to explore acquisition opportunities that may arise from time to
time. To date, the Company's acquisitions have been financed primarily by
issuing shares of its Common Stock or paying cash obtained from (i) operations,
(ii) proceeds from public offerings of its Common Stock or (iii) advances drawn
under credit facilities. In the future, the Company may incur indebtedness or
issue equity or debt securities to third parties or the sellers of the acquired
businesses to complete additional acquisitions. There can be no assurance that
additional capital, if and when required, will be available on terms acceptable
to the Company, or at all. In addition, the issuance of equity securities will
result in dilution to the shareholders of the Company.
INFLATION
- ---------
The Company does not believe that the relatively moderate rates of
inflation over the past three years have had a significant effect on its net
sales or its profitability.
New Accounting Standards
- ------------------------
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," which is required to be adopted
in years beginning after June 15, 1999. Because of the Company's minimal use of
derivatives, management does not anticipate that the adoption of the new
Statement will have a significant effect on earnings or the financial position
of the Company.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not Applicable
10
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. None
-----------------
Item 2. Changes in Securities and Use of Proceeds. None
------------------------------------------
Item 3. Defaults Upon Senior Securities. None
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
A special meeting of stockholders of the Company was held on June 25, 1998
to approve (i) a merger of KAI Merger, Inc. (a wholly-owned subsidiary of the
Company) with and into Republic, pursuant to which each shareholder of Republic
would receive 0.80 shares of the Company's Common Stock (the "Merger Proposal"),
and (ii) amendments to the Company's amended and restated Articles of
Incorporation and Bylaws to eliminate the requirement to classify the Board of
Directors into three classes (the "Amendment Proposal").
In connection with the Merger Proposal, 10,330,130 shares were voted for,
12,711 shares against, 6,842 shares abstained and there were no broker non-
votes. In connection with the Amendment Proposal, 9,929,780 shares were voted
for, 410,556 shares against, 9,347 shares abstained and there were no broker
non-votes. Both proposals passed and the proposals have been implemented.
Item 5. Other Information.
-----------------
a. Year 2000 Compliance
In January 1998, the Company purchased a comprehensive enterprise
software package for accounting, distribution and inventory planning. During the
initial phases of the implementation of the package, the Company determined that
the package would not meet the needs of the Company. At the present time, the
Company is in the final stages of selecting a new vendor and expects to enter
into an agreement for the purchase of a new software package(which will be Year
2000 compliant) to be installed on an enterprise basis. While management
believes that any new package can be implemented and deployed before the end of
the year 1999, the delay in undertaking makes the timing more critical. While it
is estimated that the total cost (hardware and software) to install the new
software package will be substantial, management does not believe that it will
be material in relationship to the Company's financial position. However, there
can be no assurance that the implementation of the new software package will not
involve significant unexpected costs or that unanticipated problems encountered
in the conversion from the present system will not have a material adverse
effect on the Company's results of operations.
11
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
a. Exhibits
Exhibit 27
b. Reports on Form 8-K
On April 8, 1998, the Company filed a report on Form 8-K (the "Report")
containing responses to Items 5 and 7. The Report contained the following
restatements of the Company's historical financial statements previously filed
by the Company with the SEC to reflect the acquisitions of Inteuro Parts
Distributors, Inc. and Car Body Concepts, Inc. on January 1, 1998, which
acquisitions were accounted for as poolings of interests:
Index to Financial Statements
Report of Independent Auditors.
Consolidated Balance Sheets at March 29, 1996 and March 28, 1997.
Consolidated Statements of Income for the years ended March 31,
1995, March 29, 1996 and March 28, 1997.
Consolidated Statements of Shareholders' Equity for the years
ended March 31, 1995, March 29, 1996 and March 28, 1997.
Consolidated Statements of Cash Flows for the years ended March
31, 1995, March 29, 1996 and March 28, 1997.
Notes to Consolidated Financial Statements.
Schedule II Valuation and Qualifying Accounts.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By: /S/ John M. Palumbo
------------------------------------
John M. Palumbo
Chief Financial Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
Date: August 10, 1998
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED JUNE 27, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-26-1999
<PERIOD-START> MAR-28-1998
<PERIOD-END> JUN-26-1998
<CASH> 17,328
<SECURITIES> 0
<RECEIVABLES> 23,244
<ALLOWANCES> 666
<INVENTORY> 57,427
<CURRENT-ASSETS> 101,182
<PP&E> 29,335
<DEPRECIATION> 14,393
<TOTAL-ASSETS> 126,815
<CURRENT-LIABILITIES> 24,444
<BONDS> 0
0
0
<COMMON> 57,587
<OTHER-SE> 43,892
<TOTAL-LIABILITY-AND-EQUITY> 126,815
<SALES> 69,872
<TOTAL-REVENUES> 69,872
<CGS> 39,539
<TOTAL-COSTS> 24,334
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 11
<INCOME-PRETAX> 6,433
<INCOME-TAX> 2,573
<INCOME-CONTINUING> 3,860
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,860
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
