<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
(Mark One)
[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 period from to
---------- ----------
Commission file number 0-24787
-------
AFFILIATED COMPUTER SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0310342
- ---------------------------------------- -------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2828 North Haskell, Dallas, Texas 75204
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 841-6111
Not Applicable
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (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 registrant's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Number of shares outstanding as of
Title of each class November 10, 1997
- -------------------------------------------- -----------------------------------------
<S> <C>
Class A Common Stock, $.01 par value 29,901,859
Class B Common Stock, $.01 par value 6,405,686
----------
36,307,545
</TABLE>
<PAGE> 2
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
PAGE
PART I. FINANCIAL INFORMATION NUMBER
<S> <C>
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheets at September 30, 1997 and June
30, 1997 1
Consolidated Statements of Income for the Three Months Ended
September 30, 1997 and 1996 2
Consolidated Statements of Cash Flows for the Three Months
Ended September 30, 1997 and 1996 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 5 - 7
PART II. OTHER INFORMATION
Item 2. Changes in Rights of the Company's Security Holders 8
Item 6. Exhibits and Reports on Form 8-K 8
</TABLE>
<PAGE> 3
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
September 30, June 30,
1997 1997
-------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 9,244 $ 14,667
ATM cash 7,550 6,650
Accounts receivable, net of allowance for doubtful
accounts of $1,911 and $1,784, respectively 116,071 111,385
Inventory 9,444 9,915
Prepaid expenses and other current assets 16,887 17,097
Deferred taxes 7,114 8,475
-------- --------
Total current assets 166,310 168,189
Property and equipment, net of accumulated depreciation and
amortization of $51,149 and $48,048, respectively 103,781 103,005
Purchased computer software, net of accumulated
amortization of $9,069 and $8,818, respectively 3,967 3,672
Goodwill, net of accumulated amortization of $17,417 and
$15,467, respectively 272,860 273,268
Other intangible assets, net of accumulated amortization
of $7,658 and $6,943, respectively 21,502 17,892
Long-term investments and other assets 6,729 11,401
-------- --------
Total assets $575,149 $577,427
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 12,601 $ 13,031
Accrued compensation and benefits 12,149 17,710
Other accrued liabilities 55,757 52,217
Income taxes payable 4,737 433
Notes payable and current portion of long-term debt 11,176 10,692
Current portion of unearned revenue 8,665 8,319
-------- --------
Total current liabilities 105,085 102,402
Long-term debt 74,532 89,534
Unearned revenue 1,082 1,191
Deferred taxes 12,652 11,054
Other long-term liabilities 22,295 24,698
-------- --------
Total liabilities 215,646 228,879
-------- --------
Stockholders' equity:
Class A common stock 295 295
Class B common stock 64 64
Additional paid-in capital 258,799 258,853
Retained earnings 100,345 89,336
-------- --------
Total stockholders' equity 359,503 348,548
-------- --------
Total liabilities and stockholders' equity $575,149 $577,427
======== ========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 4
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
--------------------------
1997 1996
--------- ---------
<S> <C> <C>
Revenues $ 172,475 $ 144,332
--------- ---------
Expenses:
Wages and benefits 64,247 56,361
Services and supplies 45,127 31,829
Rent, lease and maintenance 38,492 31,546
Depreciation and amortization 8,609 6,597
Other operating expenses 2,430 2,243
--------- ---------
Total operating expenses 158,905 128,576
--------- ---------
Operating income 13,570 15,756
Interest expense 1,907 1,427
Other expense (income), net (See Note 3) (6,917) (73)
--------- ---------
Pretax profit 18,580 14,402
Income tax expense 7,571 5,869
--------- ---------
Net income $ 11,009 $ 8,533
========= =========
Earnings per common share $ .30 $ .23
========= =========
Weighted average shares outstanding 36,930 36,462
========= =========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 5
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
------------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 11,009 $ 8,533
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,609 6,597
Other -- 18
Gain on redemption of preferred stock (6,742) --
Changes in assets and liabilities, net of
effects from acquisitions:
(Increase) decrease in ATM cash (900) 4,550
Increase in accounts receivable (4,487) (2,172)
Decrease in inventory 471 814
(Increase) decrease in prepaid expenses and
other current assets 484 (2,502)
Change in deferred taxes 2,959 2,654
Increase in other assets (860) (649)
Decrease in accounts payable (577) (5,301)
Decrease in accrued compensation and benefits (6,430) (3,204)
Increase in other accrued liabilities 1,064 2,795
Increase in income taxes payable 4,303 1,405
Increase (decrease) in unearned revenue 237 (2,380)
Decrease in other long-term liabilities (3,616) (2,058)
-------- --------
Total adjustments (5,485) 567
-------- --------
Net cash provided by operating activities 5,524 9,100
-------- --------
Cash flows from investing activities:
Purchases of property, equipment and computer software (6,576) (9,122)
Payments for acquisitions, net of cash acquired (693) (15,504)
Proceeds from the redemption of long-term investments 12,596 --
Cash received from divestitures -- 2,174
Additions to other intangible assets and goodwill (974) (1,180)
Additions to notes receivable (307) --
-------- --------
Net cash provided by (used in) investing activities 4,046 (23,632)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of long-term debt -- 13,175
Repayments of long-term debt (15,839) (2,126)
Proceeds from stock options exercised and related tax
benefits -- 769
Net borrowings (repayments) of ATM debt 900 (4,550)
Redemption of cumulative redeemable preferred stock -- (607)
Other, net (54) (342)
-------- --------
Net cash provided by (used in) financing
activities (14,993) 6,319
-------- --------
Net decrease in cash and cash equivalents (5,423) (8,213)
Cash and cash equivalents at beginning of period 14,667 25,627
-------- --------
Cash and cash equivalents at end of period $ 9,244 $ 17,414
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 6
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The consolidated financial statements include the accounts of
Affiliated Computer Services, Inc. and its majority-owned subsidiaries
(the "Company" or "ACS"). All material intercompany profits,
transactions and balances have been eliminated. ACS provides
information technology services and electronic commerce services
primarily in the United States. The Company's information technology
services include data processing outsourcing, image management
solutions and professional services.
The financial information presented should be read in conjunction with
the Company's annual consolidated financial statements for the year
ended June 30, 1997. The foregoing unaudited consolidated financial
statements reflect all adjustments (all of which are of a normal
recurring nature) which are, in the opinion of management, necessary
for a fair presentation of the results of the interim periods. The
results for interim periods are not necessarily indicative of results
to be expected for the year.
2. NON-RECURRING CHARGE
During the first quarter of fiscal 1998, the Company recorded a
non-recurring charge of $6.0 million to rent, lease and maintenance
expense resulting from a binding commitment to a hardware lessor to
terminate a computer lease obligation prior to the expiration of its
term in December 1999. This computer will be replaced with state of the
art technology and will provide better service to the Company's
clients. This upgrade to newer technology will also positively impact
the Company's earnings beginning in the first quarter of fiscal 1999.
3. REDEMPTION OF INVESTMENT IN PREFERRED STOCK
In September 1997, a long-term investment in the preferred stock of one
of the Company's customers was redeemed for $12.7 million. The
redemption resulted in a $6.7 million gain which is reported as
non-operating income in the accompanying statement of income for the
quarter ended September 30, 1997.
4. PENDING MERGER
On September 21, 1997, the Company announced the signing of a
definitive agreement to acquire and merge with Computer Data Systems,
Inc. ("CDSI"), a provider of information technology solutions to
government and private industry customers. Based in Rockville,
Maryland, CDSI has approximately 3,900 employees and reported revenues
of $304.4 million for its fiscal year ended June 30, 1997.
Under the terms of the agreement, stockholders of CDSI will receive
1.759 shares of ACS Class A common stock for each share of CDSI common
stock, representing approximately 11.0 million shares of ACS common
stock. The transaction, which is structured to be tax-free to CDSI
shareholders and accounted for as a pooling of interests, is subject to
certain regulatory approvals as well as approval by the stockholders of
each company. Meetings of the stockholders of ACS and CDSI are
scheduled for December 16, 1997 and closing of the merger is expected
to occur soon thereafter.
4
<PAGE> 7
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical facts,
included in this MD&A regarding the Company's financial position, business
strategy and plans and objectives of management of the Company for future
operations are forward-looking statements. These forward-looking statements rely
on a number of assumptions concerning future events and are subject to a number
of uncertainties and other factors, many of which are outside of the Company's
control, that could cause actual results to materially differ 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; the performance of recently acquired businesses; the
prospects for future acquisitions; the possibility that a current customer could
be acquired or otherwise be affected by a future event that would diminish their
information technology requirements; the competition in the information
technology industry and the impact of such competition on pricing, revenues and
margins; the degree to which business entities continue to outsource information
technology and business processes; uncertainties surrounding budget reductions
or changes in funding priorities or existing government programs and the cost of
attracting and retaining highly skilled personnel.
RESULTS OF OPERATIONS
The following table sets forth certain items from the Company's consolidated
statements of income as a percentage of revenues:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
-------------------------
1997 1996
-------- --------
<S> <C> <C>
Revenues 100.0% 100.0%
Expenses:
Wages and benefits 37.2 39.0
Services and supplies 26.2 22.0
Rent, lease and maintenance 22.3 21.9
Depreciation and amortization 5.0 4.6
Other operating expenses 1.4 1.6
-------- --------
Total operating expenses 92.1 89.1
-------- --------
Operating income 7.9 10.9
Interest expense 1.1 1.0
Other expense (income), net (4.0) (0.1)
-------- --------
Income before income taxes 10.8 10.0
Income tax expense 4.4 4.1
-------- --------
Net income 6.4% 5.9%
======== ========
</TABLE>
COMPARISON OF THE QUARTER ENDED SEPTEMBER 30, 1997 TO THE QUARTER ENDED
SEPTEMBER 30, 1996
Revenues increased $28.2 million, or 20%, to $172.5 million in the quarter ended
September 30, 1997 (the first quarter of the Company's 1998 fiscal year), from
$144.3 million in the first quarter of fiscal 1997, due to the signing of new
contracts, growth in the electronic commerce business line, formerly known as
EFT, and acquisitions. This growth was achieved despite the fact that the
Company's largest customer
5
<PAGE> 8
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
experienced a two week work stoppage in August as a result of a strike, as
discussed in more detail in the following paragraph. Of the 20% increase in
revenue, approximately 11% was from internal growth and 9% was from
acquisitions. During the first quarter of fiscal 1998, the Company benefited
from several large contracts signed during the second and third quarters of
fiscal 1997, as well as continued growth in its electronic commerce line of
business. The Company acquired one business during the quarter, which had
historical annual revenues of approximately $1.6 million. Five business
acquisitions have occurred since the first quarter of fiscal 1997. Revenues from
these acquisitions were approximately $12.4 million for the quarter ended
September 30, 1997.
As noted above, the Company's largest customer experienced a work stoppage in
August as a result of a national strike by a teamsters union. The strike lasted
for approximately two weeks, resulting in minimal operations for the customer
and, in turn, significantly reduced volumes for ACS, representing a revenue loss
of over $2.0 million. Although revenues have returned to pre-strike levels, the
Company has been informed that the customer is anticipating labor negotiations
with its pilots, who have threatened work stoppages in early 1998.
Total operating expenses were $158.9 million in the first quarter of fiscal
1998, an increase of 23.6% from $128.6 million in the first quarter of fiscal
1997. Operating expenses as a percentage of revenues increased from 89.1% in the
first quarter of fiscal 1997 to 92.1% in the first quarter of fiscal 1998. This
increase is primarily a result of a non-recurring $6.0 million charge to rent,
lease and maintenance expense for a binding commitment to a hardware lessor to
terminate a computer lease obligation prior to the expiration of its term in
December 1999. This computer will be replaced with newer CMOS technology,
providing improved client service and positively impacting operating income
beginning in the first quarter of fiscal 1999. Exclusive of this charge,
operating expenses as a percentage of revenues would have been 88.6%. Wages and
benefits decreased from 39.0% of revenues in the first quarter of fiscal 1997 to
37.2% of revenues in the first quarter of fiscal 1998. The decrease is primarily
a result of growth in the electronic commerce business line which offset the
growth in our more labor intensive professional services businesses. Services
and supplies increased to 26.2% of revenues in the first quarter of fiscal 1998,
compared to 22.0% of revenues in the first quarter of fiscal 1997. The increase
is primarily the result of growth in the Company's professional services and
electronic commerce business lines. Rent, lease and maintenance increased to
22.3% of revenues in the first quarter of fiscal 1998, compared to 21.9% of
revenues in the first quarter of fiscal 1997 as a result of the non-recurring
technology upgrade charge. Depreciation and amortization increased to 5.0% of
revenues in the first quarter of fiscal 1998, compared to 4.6% of revenues in
the first quarter of fiscal 1997, due to capital expenditures for computer
hardware and software and goodwill recorded in connection with the five
acquisitions made in the last twelve months.
Before the non-recurring charge mentioned previously, operating income increased
$3.8 million, or 24.1%, to $19.6 million in the first quarter of fiscal 1998,
compared to $15.8 million in the first quarter of fiscal 1997. Operating income
for the quarter as a percentage of revenues was 11.4% before the charge,
compared with 10.9% for the first quarter of fiscal 1997.
Interest expense increased $0.5 million to $1.9 million in the first quarter of
fiscal 1998, compared to $1.4 million in the first quarter of fiscal 1997, as a
result of financing fiscal 1997 acquisitions and Genix acquisition costs with
the Company's unsecured revolving credit facility (the "Credit Facility"). The
Company had net non-operating income of $6.9 million in the first quarter of
fiscal 1998, a $6.8 million increase, due primarily to the recognition of a $6.7
million gain upon the redemption of the Company's investment in a customer's
preferred stock.
The Company's effective tax rate of approximately 41% exceeded the federal
statutory rate of 35%, due primarily to the amortization of certain
acquisition-related costs that are non-deductible for tax purposes, plus the net
effect of state income taxes.
6
<PAGE> 9
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
At September 30, 1997, the Company's liquid assets, consisting of cash and cash
equivalents, totaled $16.8 million compared to $21.3 million at June 30, 1997.
These liquid assets included $7.5 million ($6.7 million at June 30, 1997)
borrowed under a revolving credit facility ("ATM Cash Facility") for use in the
Company's automated teller machines ("ATMs"). Working capital was $61.2 million
and $65.8 million at September 30, 1997 and June 30, 1997, respectively, a
decrease of $4.6 million primarily due to the accrual of the non-recurring
charge for upgrading to newer technology.
Net cash provided by operating activities was $5.5 million for the first three
months of fiscal 1998, compared with $9.1 million provided by operating
activities during the first three months of fiscal 1997. The decline is
primarily due to changes in ATM cash balances during the two periods. The
Company generated $4.0 million in cash from investing activities for the quarter
ended September 30, 1997, due to the $12.6 million received from the redemption
of a preferred stock investment, offset by $6.6 million in capital expenditures
and other uses of cash during the quarter. During the first quarter of fiscal
1997, the Company used $23.6 million in cash for investing activities, including
$15.5 million for acquisitions and $9.1 million for capital expenditures. Cash
flow from financing activities decreased $21.3 million in the first quarter of
fiscal 1998 as compared to the first fiscal quarter of 1997 due primarily to
repayments of long-term debt of $15.8 million in the current period versus net
borrowings of $11.0 million in the prior period.
During the first quarter of fiscal 1998, the Company increased its available
line of credit from $125 million to $200 million under the Credit Facility.
Borrowings under the Credit Facility as of September 30, 1997 were $67.7
million. After considering outstanding letters of credit, the Company has
approximately $130.2 million available for use under the Credit Facility. The
Company has an ATM Cash Facility of $11 million, of which $7.5 million was
outstanding as of September 30, 1997. This facility expires December 1997 at
which time the Company expects to renew or replace the facility at comparable
terms. The Company also has two vault cash custody agreements with financial
institutions which provide the use of up to $52.0 million in cash for use in
Company-owned ATMs. The amount of cash outstanding under the cash custody
agreements at September 30, 1997 was approximately $32.0 million and is not an
asset or liability of the Company and therefore not recorded on the accompanying
consolidated balance sheets. Recently enacted federal regulations governing
financial institutions' cash requirements have allowed financial institutions to
significantly reduce their vault cash reserves. Accordingly, this may limit ACS'
ability to secure similar cash custody agreements when its current arrangements
expire in July 1998 and January 1999.
The Company's management believes that available cash and cash equivalents,
together with cash generated from operations and available borrowings under its
credit facilities, will provide adequate funds for the Company's anticipated
needs, including working capital, capital expenditures and ATM cash
requirements. Management also believes that cash provided by operations will be
sufficient to satisfy all existing debt obligations as they become due.
Additional acquisition opportunities, however, requiring significant commitments
of capital, may arise. In order to pursue such opportunities, the Company may be
required to incur debt or to issue additional potentially dilutive securities in
the future. No assurance can be given as to the Company's future acquisition and
expansion opportunities and how such opportunities would be financed.
7
<PAGE> 10
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
PART II. OTHER INFORMATION
Item 2. Changes in Rights of the Company's Security Holders
On August 5, 1997, the Company's Board of Directors adopted a Rights
Agreement pursuant to which Rights to purchase shares of the Company's
Class A common stock would be distributed as a dividend, one Right per
share, to record owners of the Company's Class A common stock as of the
close of business on August 25, 1997 as well as to record owners of the
Company's Class B common stock as of the close of business on August
25, 1997.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
11.1 Earnings per Share.
27 Financial Data Schedule
b) Reports on Form 8-K
On August 20, 1997, the Company filed a Current Report on Form 8-K reporting
adoption by the Company's Board of Directors of a Stockholders' Rights Plan.
On September 25, 1997, the Company filed a Current Report on Form 8-K reporting
the signing of a definitive agreement to acquire and merge with Computer Data
Systems, Inc.
8
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized on the 13th day of November, 1997.
AFFILIATED COMPUTER SERVICES, INC.
By: /s/ Mark A. King
---------------------------------------
Mark A. King
Executive Vice President and
Chief Financial Officer
9
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C>
11.1 Earnings per Share.
27 Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11.1
AFFILIATED COMPUTER SERVICES, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE
(in thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
---------------------
1997 1996
------- -------
<S> <C> <C>
NET INCOME $11,009 $ 8,533
======= =======
PRIMARY
Weighted average number of shares outstanding 35,901 35,392
Additional weighted average shares from assumed exercise
of dilutive stock options and warrants, net of shares
assumed to be repurchased with exercise proceeds 1,029 1,070
------- -------
36,930 36,462
======= =======
Earnings per share $ .30 $ .23
======= =======
FULLY DILUTED
Weighted average number of shares outstanding 35,901 35,392
Additional weighted average shares from assumed
exercise of dilutive stock options and warrants,
net of shares assumed to be repurchased with
exercise proceeds 1,029 1,178
======= =======
36,930 36,570
======= =======
Earnings per share (fully diluted): $ .30 $ .23
======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-END> SEP-30-1997
<CASH> 9,244
<SECURITIES> 0
<RECEIVABLES> 116,071
<ALLOWANCES> (1,911)
<INVENTORY> 9,444
<CURRENT-ASSETS> 166,310
<PP&E> 103,781
<DEPRECIATION> (51,149)
<TOTAL-ASSETS> 575,149
<CURRENT-LIABILITIES> 105,085
<BONDS> 74,532
0
0
<COMMON> 359
<OTHER-SE> 359,144
<TOTAL-LIABILITY-AND-EQUITY> 575,149
<SALES> 0
<TOTAL-REVENUES> 172,475
<CGS> 0
<TOTAL-COSTS> 158,905
<OTHER-EXPENSES> (6,917)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,907
<INCOME-PRETAX> 18,580
<INCOME-TAX> 7,571
<INCOME-CONTINUING> 11,009
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,009
<EPS-PRIMARY> .30
<EPS-DILUTED> .30
</TABLE>
