<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 October 29, 1999
---------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from
---------------------------------------------
Commission file number 0-1667
---------------------------------------------
Bob Evans Farms, Inc.
(Exact name of registrant as specified in its charter)
Delaware 31-4421866
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3776 South High Street Columbus, Ohio 43207
-------------------------------------------
(Address of principal executive offices)
(Zip Code)
(614) 491-2225
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and formal 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
----- -----
As of the close of the period covered by this report, the registrant
had issued 42,638,118 common shares, of which 38,477,758 were outstanding.
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<PAGE> 2
<TABLE>
BOB EVANS FARMS, INC.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
(Dollars in thousands)
Oct. 29, 1999 April 30, 1999
------------- --------------
Unaudited Audited
--------- -------
<S> <C> <C>
ASSETS
- ------
Current assets
Cash and equivalents $ 9,653 $ 25,455
Accounts receivable 14,366 17,036
Inventories 16,226 14,299
Deferred income taxes 8,150 8,150
Prepaid expenses 2,744 1,697
-------- --------
TOTAL CURRENT ASSETS 51,139 66,637
Property, plant and equipment 785,140 750,412
Less accumulated depreciation 270,133 257,043
-------- --------
NET PROPERTY, PLANT AND EQUIPMENT 515,007 493,369
Other assets
Deposits and other 2,496 3,505
Long-term investments 10,069 8,331
Deferred income taxes 9,767 9,767
Cost in excess of net assets acquired 8,105 8,360
Other intangible assets 396 483
-------- --------
TOTAL OTHER ASSETS 30,833 30,446
-------- --------
$596,979 $590,452
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities
Line of credit $ 50,105 $ 25,000
Accounts payable 11,253 9,559
Dividends payable 3,463 3,626
Federal and state income taxes 3,686 896
Accrued wages and related liabilities 13,495 17,009
Other accrued expenses 40,079 44,919
-------- --------
TOTAL CURRENT LIABILITIES 122,081 101,009
Long-term liabilities
Deferred compensation 2,322 1,190
Deferred income taxes 17,325 17,325
Notes payable (net of discount of $64 at
Oct. 29, 1999, and $97 at April 30, 1999) 866 833
-------- --------
TOTAL LONG-TERM LIABILITIES 20,513 19,348
Stockholders' equity
Common stock, $.01 par value; authorized 100,000,000
shares; issued 42,638,118 shares at Oct. 29, 1999,
and April 30, 1999 426 426
Preferred stock, authorized 1,200 shares; issued 120
shares at Oct. 29, 1999, and April 30, 1999 60 60
Capital in excess of par value 149,565 151,364
Retained earnings 389,406 366,924
Treasury stock, 4,160,360 shares at Oct. 29, 1999,
and 2,353,332 shares at April 30, 1999, at cost (85,072) (48,679)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 454,385 470,095
-------- --------
$596,979 $590,452
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
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<PAGE> 3
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
---------
<CAPTION>
(Dollars in thousands, except per share amounts)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 29, 1999 Oct. 23, 1998 Oct. 29, 1999 Oct. 23, 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET SALES $245,599 $239,328 $489,356 $479,665
Cost of sales 68,787 66,651 137,833 138,641
Operating wage and fringe benefit expenses 80,868 74,725 161,192 149,881
Other operating expenses 35,358 32,418 70,384 65,220
Selling, general and administrative expenses 29,082 32,381 55,964 61,715
Depreciation expense 8,639 8,460 17,138 16,774
-------- -------- -------- --------
OPERATING INCOME 22,865 24,693 46,845 47,434
Net interest expense (40) (252) (20) (608)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 22,825 24,441 46,825 46,826
PROVISIONS FOR INCOME TAXES
Federal 6,893 7,382 14,141 14,142
State 1,552 1,662 3,184 3,184
-------- -------- -------- --------
8,445 9,044 17,325 17,326
-------- -------- -------- --------
NET INCOME $ 14,380 $ 15,397 $ 29,500 $ 29,500
======== ======== ======== ========
EARNINGS PER SHARE - BASIC $ 0.37 $ 0.37 $ 0.75 $ 0.71
======== ======== ======== ========
EARNINGS PER SHARE - DILUTED $ 0.37 $ 0.37 $ 0.74 $ 0.71
======== ======== ======== ========
CASH DIVIDENDS PER SHARE $ 0.09 $ 0.09 $ 0.18 $ 0.17
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements
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<PAGE> 4
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
---------
<CAPTION>
(Dollars in thousands)
Six Months Ended
----------------
Oct 29, 1999 Oct 23, 1998
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES:
Net income $ 29,500 $ 29,500
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 17,687 17,373
Loss (Gain) on sale of property and equipment (96) 36
Deferred compensation 1,061 0
Compensation expense attributable to stock plans 484 803
Cash provided by (used for) current assets
and current liabilities:
Accounts receivable 2,670 1,043
Inventories (1,927) (998)
Prepaid expenses (1,047) (660)
Accounts payable 1,694 694
Federal and state income taxes 2,790 4,204
Accrued wages and related liabilities (3,514) (2,964)
Other accrued expenses (5,293) 2,431
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 44,009 51,462
INVESTING ACTIVITIES:
Purchase of property, plant and equipment (43,409) (22,683)
Purchase of long-term investments (1,945) (1,954)
Proceeds from sale of property, plant and equipment 4,695 90
Other 1,009 (43)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (39,650) (24,590)
FINANCING ACTIVITIES:
Cash dividends paid (7,181) (6,671)
Line of credit 25,105 (12,405)
Purchase of treasury stock (39,106) (18,259)
Interest accrued on long-term notes 33 46
Distribution of treasury stock
due to the exercise of stock
options and employee bonuses 988 3,167
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (20,161) (34,122)
-------- --------
Decrease in cash and equivalents (15,802) (7,250)
Cash and equivalents at the beginning of the period 25,455 15,397
-------- --------
Cash and equivalents at the end of the period $ 9,653 $ 8,147
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 5
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
---------
1. Unaudited Financial Statements
------------------------------
The accompanying unaudited financial statements are presented in
accordance with the requirements of Form 10-Q and, consequently, do not
include all of the disclosures normally required by generally accepted
accounting principles, or those normally made in the company's Form
10-K filing. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation have been included. No significant changes have occurred
in the disclosures made in Form 10-K for the fiscal year ended April
30, 1999 (refer to Form 10-K for a summary of significant accounting
policies followed in the preparation of the consolidated financial
statements).
2. Earnings Per Share
------------------
Basic earnings per share computations are based on the weighted-average
number of shares of common stock outstanding during the period
presented. Diluted earnings per share calculations reflect the assumed
exercise and conversion of employee stock options.
The numerator in calculating both basic and diluted earnings per share
for each period is reported net income. The denominator is based on the
following weighted-average number of common shares outstanding:
<TABLE>
<CAPTION>
(in thousands)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 29, 1999 Oct. 23, 1998 Oct. 29, 1999 Oct. 23, 1998
------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Basic 39,009 41,407 39,468 41,536
Effect of dilutive
stock options 204 268 211 292
------ ------ ------ ------
Diluted 39,213 41,675 39,679 41,828
====== ====== ====== ======
</TABLE>
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<PAGE> 6
3. Industry Segments
-----------------
The company's operations include restaurant operations and the
processing and sale of food and related products. The revenues from
these segments include both sales to unaffiliated customers and
intersegment sales, which are accounted for on a basis consistent with
sales to unaffiliated customers. Intersegment sales and other
intersegment transactions have been eliminated in the consolidated
financial statements. Information on the company's operating segments
is summarized as follows:
<TABLE>
<CAPTION>
(in thousands)
Three Months Ended Six Months Ended
------------------ ----------------
Oct. 29, 1999 Oct. 23, 1998 Oct. 29, 1999 Oct. 23, 1998
------------------------------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
Sales
Restaurant Operations $192,576 $179,322 $386,359 $357,165
Food Products 60,148 68,400 117,350 139,098
-------- -------- -------- --------
252,724 247,722 503,709 496,263
Intersegment sales of food products (7,125) (8,394) (14,353) (16,598)
-------- -------- -------- --------
Total $245,599 $239,328 $489,356 $479,665
======== ======== ======== ========
Operating Income
Restaurant Operations $ 18,514 $ 18,998 $ 38,433 $ 36,937
Food Products 4,351 5,695 8,412 10,497
-------- -------- -------- --------
Total $ 22,865 $ 24,693 $ 46,845 $ 47,434
======== ======== ======== ========
</TABLE>
4. Reclassifications
-----------------
Certain prior period amounts have been reclassified to conform to the
current classification.
5. New Accounting Standards
------------------------
In 1998, the FASB issued SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities. SFAS No. 133 requires an entity to
recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. Gains or losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. The company
is currently assessing the impact of this statement on the company's
consolidated financial statements and plans to adopt SFAS No. 133 in
fiscal 2002.
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<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
During the fourth quarter of fiscal 1999, the company sold its salad
production and charcoal manufacturing businesses. Therefore, certain comparisons
of the second quarter of fiscal 2000 to the same period in fiscal 1999 have been
adjusted to exclude the effect of the businesses sold. The company's results of
operations for the second quarter of fiscal 1999 included net sales and
operating losses of $9.3 million and $0.3 million, respectively, from the
divested businesses. For the six-month period ended October 29, 1999, the
company's results of operations included net sales and operating income of $24.9
million and $0.1 million, respectively, from the divested businesses.
SALES
Consolidated net sales for Bob Evans Farms, Inc. and subsidiaries
increased $6.3 million, or 2.6%, for the second quarter ended October 29, 1999,
compared to the corresponding quarter a year ago. Restaurant segment sales
accounted for approximately 78% of total sales in the second quarter of fiscal
2000. For the six-month period ended October 29, 1999, consolidated net sales
increased $9.7 million, or 2.0%, compared to the previous year. Excluding the
divested businesses, consolidated net sales increased $15.5 million, or 6.8%,
for the second quarter of fiscal 2000 and $34.6 million, or 7.6%, through six
months compared to a year ago.
The restaurant segment's sales increased $13.3 million (7.4%) in the
second quarter due to an increase in same-store sales of 3.1% as well as an
additional 21 restaurants in operation (429 restaurants in operation at the end
of the second quarter this year versus 408 a year earlier). The same-store sales
increase, inclusive of an average menu price increase of 1.8%, reflects the
continued trend of same-store sales gains since the third quarter of fiscal
1997. However, the same-store sales trend weakened late in the second quarter of
this year.
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<PAGE> 8
The chart below summarizes the restaurant openings and closings during
the last six quarters:
<TABLE>
<CAPTION>
Beginning Opened Closed Ending
----------------- ------------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Fiscal 2000
1st quarter 424 1 1 424
2nd quarter 424 7 2 429
Fiscal 1999
1st quarter 408 0 1 407
2nd quarter 407 2 1 408
3rd quarter 408 5 1 412
4th quarter 412 13 1 424
</TABLE>
The company expects to open approximately 18 additional locations in
the last half of fiscal 2000. For the six-month period ended October 29, 1999,
the restaurant segment's sales increased $29.2 or 8.2%.
The food products segment sales, excluding the divested businesses,
increased $2.3 million, or 4.5%, for the second quarter and $5.4 million, or
5.5%, through six months compared to the corresponding periods a year ago. A 9%
increase in comparable pounds of sausage products sold contributed to the
increase in net sales.
COST OF SALES
Consolidated cost of sales (cost of materials) was 28.0% of sales in
the second quarter of fiscal 2000 compared to 27.8% of sales in the second
quarter of fiscal 1999. Year-to-date, consolidated cost of sales represented
28.2% of sales versus 28.9% last fiscal year.
In the restaurant segment, food cost (cost of sales) was more favorable
at 25.5% of sales in the second quarter and 25.6% of sales year-to-date, versus
25.7% and 25.8%, respectively, in the corresponding periods last year.
In the food products segment, excluding Mrs. Giles and Hickory, food
products cost of sales increased to 37.8% of sales for the quarter and 38.7%
year-to-date compared to 34.1% and 36.5%, respectively, for the corresponding
periods a year ago. This increase was mainly due to hog costs
-8-
<PAGE> 9
averaging $29.28 per hundredweight for the second quarter of fiscal 2000 versus
$24.45 per hundredweight in the same period last year, a 19.8% increase.
OPERATING WAGE AND FRINGE BENEFIT EXPENSES
Consolidated operating wage and fringe benefit expenses increased to
32.9% from 31.2% of sales for both the second quarter and year-to-date, in
comparison to the corresponding periods last year. In the restaurant segment,
operating wage and fringe benefit expenses represented 38.6% of sales for the
quarter and 38.4% of sales year-to-date versus 37.5% and 37.7%, respectively,
for the corresponding periods a year ago. In the food products segment
(excluding Mrs. Giles and Hickory), operating wage and fringe benefit expenses
represented 12.2% of sales for the quarter and 12.5% of sales year-to-date
versus 11.4% and 11.8%, respectively, of sales for the corresponding periods a
year ago. Higher hourly wages and higher health insurance expense contributed to
the increase in both segments' ratios.
OTHER OPERATING EXPENSES
Over 90% of other operating expenses occurred in the restaurant
segment; the most significant components of which were advertising, utilities,
restaurant supplies, repair and maintenance, taxes (other than income taxes) and
credit card processing fees. Consolidated other operating expenses represented
14.4% of sales for the quarter and year-to-date for fiscal 2000 versus 13.5% for
the quarter and 13.6% year-to-date, a year ago. Excluding Mrs. Giles and
Hickory, consolidated other operating expenses represented 14.4% of sales for
the quarter and 14.5% of sales year-to-date versus 13.7% and 14.0%,
respectively, of sales for the corresponding periods a year ago. The increase
was due mostly to higher advertising expense, restaurant supplies and credit
card processing fees.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Consolidated selling, general and administrative expenses represented
11.8% of sales for the quarter and 11.4% of sales year-to-date in comparison to
13.5% and 12.9%, respectively, in the corresponding periods a year ago.
Excluding Mrs. Giles and Hickory, consolidated selling, general and
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<PAGE> 10
administrative expenses represented 11.6% of sales for the quarter and 11.1% of
sales year-to-date versus 12.5% and 11.8%, respectively, of sales for the
corresponding periods a year ago. The most significant components of selling,
general and administrative expenses were wages and fringe benefits and food
products segment promotional and advertising expenses. The decrease as a
percentage of sales is primarily because administrative costs remained somewhat
steady while sales increased.
LIQUIDITY AND CAPITAL RESOURCES
Cash generated from both the restaurant and food products segments has
been used as the main source of working capital and capital expenditure
requirements. Bank lines of credit were also used for liquidity needs and
capital expansion at various times. The total bank lines of credit available is
$85.0 million, of which $50.1 million was outstanding at October 29, 1999.
The company believes that the funds needed for capital expenditures and
working capital during the remainder of fiscal 2000 will be generated both
internally and from available bank lines of credit. Longer-term financing
alternatives will continue to be evaluated by the company as conditions warrant.
YEAR 2000
In 1998, the company established a formal plan to assess the impact of
the year 2000 issue on the software and hardware utilized in its internal
operations, including those that affect customers, suppliers and other
constituents. The company has plans such that all changes to software and
hardware necessitated by the year 2000 issue will be completed in a timely
manner, and that all such systems will be year 2000 compliant by Dec. 31, 1999.
The company has also contacted critical suppliers of products and services to
determine that the suppliers' operations and the products and services they
provide are year 2000 compliant. The current estimated costs associated with the
necessary changes are not material in any year to the company's consolidated
financial position, results of operations or cash flows. However, the company
could be adversely impacted if its suppliers and customers do not make necessary
changes to their own systems and products successfully and in a timely manner.
All modification costs relating to this issue are expensed as incurred.
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<PAGE> 11
State of readiness: The company has addressed the impact on both
information technology ("IT") and non-IT systems. The project plan was to
identify, correct and test all year 2000 business issues by September 30, 1999.
All `testable' system components, i.e. third-party software and hardware and
internal developed applications, have been tested for year 2000 compliance. For
system components that are not `testable', we have sought year 2000 compliance
certification from the appropriate business partners. All phases of this effort
are now complete. The company is actively monitoring the status of year 2000
projects at third parties with which the company has material relationships.
Costs to address year 2000 issues: Historical and estimated future
costs of remediation are expected to total less than $500,000.
Risks associated with year 2000 issues: Management believes that the
aforementioned plan was comprehensive and will reduce the risks associated with
year 2000 issues to a minimal level for its internal systems. The risks to the
company of third parties' (e.g. utility companies, banks and other critical
suppliers and customers) failure to be year 2000 compliant is difficult to
determine, but could be potentially significant.
Contingency Plan: The company does have a formal contingency plan in
regards to year 2000 issues that covers all segments of business. The
contingency plan was developed in conjunction with the company's crisis
management plan and the crisis management plan is tested on a monthly basis.
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The statements contained in this report which are not historical fact are
"forward-looking statements" that involve various important assumptions, risks,
uncertainties and other factors which could cause the company's actual results
for fiscal 2000 and beyond to differ materially from those expressed in such
forward-looking statements. These important factors include, without limitation,
changes in hog costs and the possibility of severe weather conditions where the
company operates its restaurants, as well as other risks previously disclosed in
the company's securities filings and press releases.
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<PAGE> 12
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Annual Meeting of Stockholders of the
Company (the "Annual Meeting") was held on
September 13, 1999. At the Annual Meeting,
39,644,627 common shares were outstanding and
entitled to vote and 33,291,195 or 84.0% of the
outstanding common shares entitled to vote were
represented in person or by proxy.
(b) Directors elected at the Annual Meeting:
Daniel A. Fronk
Cheryl L. Krueger-Horn
G. Robert Lucas
Directors whose term of office continued after
the Annual Meeting:
Stewart K. Owens Daniel E. Evans
Larry C. Corbin Michael J. Gasser
Robert E.H. Rabold E.W. (Bill) Ingram III
(c) Matters voted upon at the Annual Meeting:
<TABLE>
<CAPTION>
FOR WITHHELD
--- --------
<S> <C> <C>
1) Election of Daniel A. Fronk 31,635,830 1,655,365
2) Election of Cheryl L. Krueger-Horn 31,545,280 1,745,915
3) Election of G. Robert Lucas 31,647,707 1,643,488
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
4) Stockholder proposal to declassify
the company's board of directors 12,555,953 16,221,591 603,989
</TABLE>
(d) Not applicable
ITEM 5. OTHER INFORMATION
As discussed in the company's Proxy Statement for the 1999 Annual
Meeting of Stockholders, any qualified stockholder of the company who intends to
submit a proposal at the 2000 Annual Meeting of Stockholders (the "2000 Annual
Meeting") must submit such proposal to the company not later than April 11, 2000
to be considered for inclusion in the company's Proxy Statement and form of
Proxy (the "Proxy Materials") relating to that meeting. If a stockholder intends
to present a proposal at the 2000 Annual Meeting
-12-
<PAGE> 13
of Stockholders, but has not sought the inclusion of such proposal in the
company's Proxy Materials, such proposal must be received by the company prior
to June 27, 2000 or the company's management proxies for the 2000 Annual Meeting
will be entitled to use their discretionary voting authority should such
proposal then be raised, without any discussion of the matter in the company's
Proxy Materials.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27. Financial Data Schedule
(b) Reports on Form 8-K
The company filed a report on Form 8-K on
August 12, 1999. The report addressed the
decision of the chief executive officer to
step down at the end of the current fiscal
year.
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.
Bob Evans Farms, Inc.
----------------------------------------
Registrant
/s/ Daniel E. Evans
----------------------------------------
Daniel E. Evans
Chairman of the Board
(Chief Executive Officer)
/s/ Donald J. Radkoski
----------------------------------------
Donald J. Radkoski
Group Vice President and Treasurer
(Chief Financial Officer)
December 10, 1999
-----------------------
Date
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME OF BOB EVANS
FARMS, INC. AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q FOR
THE PERIOD ENDED OCTOBER 29, 1999.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-28-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> OCT-29-1999
<CASH> 9,653
<SECURITIES> 0
<RECEIVABLES> 14,366
<ALLOWANCES> 0
<INVENTORY> 16,226
<CURRENT-ASSETS> 51,139
<PP&E> 785,140
<DEPRECIATION> 270,133
<TOTAL-ASSETS> 596,979
<CURRENT-LIABILITIES> 122,081
<BONDS> 0
0
60
<COMMON> 426
<OTHER-SE> 453,899
<TOTAL-LIABILITY-AND-EQUITY> 596,979
<SALES> 489,356
<TOTAL-REVENUES> 489,356
<CGS> 137,833
<TOTAL-COSTS> 386,547
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 20
<INCOME-PRETAX> 46,825
<INCOME-TAX> 17,325
<INCOME-CONTINUING> 29,500
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 29,500
<EPS-BASIC> .75
<EPS-DILUTED> .74
</TABLE>
