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 December 31, 1994
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 No. 1-4236
M/A-COM, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Massachusetts 04-2090644
- ------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
100 Chelmsford Street, Lowell, MA 01853-3294
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(508) 442-5000
--------------
(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 ( )
As of February 6 1995, M/A-COM, Inc. had outstanding 26,176,437 shares of
Common Stock, $1.00 par value (exclusive of 17,829,272 shares held in its
treasury).
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
M/A-COM, INC.
AND SUBSIDIARIES
The accompanying condensed consolidated financial statements include, in the
opinion of management, all adjustments which are normal and recurring (with
the exception of the cumulative effect of a change in accounting for income
taxes) and necessary to a fair statement of the results for the interim
periods presented. Neither the results for the current period nor comparison
with the corresponding period of the preceding fiscal year should be
considered indicative of the results which may be expected for the fiscal
year ending September 30, 1995. These condensed consolidated financial
statements should be read in conjunction with the financial statements and
notes thereto contained in the Company's Annual Report on Form 10-K for the
fiscal year ended October 1, 1994.
We have engaged our independent accountants, Price Waterhouse LLP, to conduct
a limited review of the condensed financial information included in this
report for the quarter ended December 31, 1994. They have reported to us that
such review, which does not constitute an audit, has been completed in
accordance with standards established for such reviews by the American
Institute of Certified Public Accountants. They proposed no adjustments or
additional disclosure which they believed should be reflected in the
financial information accompanying this report. Price Waterhouse LLP's report
on their review is enclosed with this report.
Page 2
<PAGE>
<TABLE>
M/A-COM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
UNAUDITED
<CAPTION>
First Quarter Ended
-------------------------------
December 31, January 1,
1994 1994
-------------------------------
<S> <C> <C>
Net sales $81,609 $79,120
------- -------
Costs and expenses:
Cost of sales 59,230 51,720
Company sponsored research
and development 4,259 4,710
Selling, general and
administrative expenses 20,573 19,471
Interest expense 2,256 2,255
Interest income (144) (136)
------- -------
86,174 78,020
------- -------
Income (loss) before income taxes
and cumulative effect (4,565) 1,100
Income tax provision 500 330
------- -------
Income (loss) before cumulative effect (5,065) 770
Cumulative effect of a change in
accounting for income taxes -- 3,300
------- -------
Net income (loss) $(5,065) $ 4,070
======= =======
Income (loss) per share:
Income (loss) before
cumulative effect $(.19) $ .03
Cumulative effect of
accounting change -- .13
----- -----
Net income (loss) per share $(.19) $ .16
===== =====
Shares used in income (loss) per
share calculation 26,002 25,808
====== ======
See accompanying notes.
</TABLE>
Page 3
<PAGE>
<TABLE>
M/A-COM, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
<CAPTION>
----------------------------
December 31, October 1,
1994 1994
(Unaudited)
----------------------------
<S> <C> <C>
ASSETS
- ------
Current assets:
Cash and cash equivalents $ 7,795 $ 4,631
Marketable securities 1,250 1,250
Accounts receivable, net 60,528 70,001
Unbilled revenue under customer contracts 2,338 1,926
Inventories 61,144 60,827
Other current assets 9,677 10,842
--------- ---------
Total current assets 142,732 149,477
--------- ---------
Plant assets 265,562 262,218
Less - Accumulated depreciation (163,995) (158,729)
--------- ---------
101,567 103,489
--------- ---------
Other assets 53,653 55,666
--------- ---------
Total Assets $ 297,952 $ 308,632
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current liabilities:
Notes payable and current portion of
long-term debt $ 8,923 $ 6,518
Accounts payable-trade 13,070 14,968
Accrued liabilities and taxes 66,865 74,088
--------- ---------
Total current liabilities 88,858 95,574
--------- ---------
Long-term debt 67,659 67,599
--------- ---------
Other long-term liabilities 24,500 24,119
--------- ---------
Stockholders' equity:
Paid-in-capital 49,374 48,714
Retained earnings 67,561 72,626
--------- ---------
Total stockholders' equity 116,935 121,340
--------- ---------
Commitments and contingencies
Total Liabilities and Stockholders' Equity $ 297,952 $ 308,632
========= =========
See accompanying notes.
</TABLE>
Page 4
<PAGE>
<TABLE>
M/A-COM, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
UNAUDITED
<CAPTION>
First Quarter Ended
-------------------------------
December 31, January 1,
1994 1994
-------------------------------
<S> <C> <C>
Cash provided by (used by) operating
activities $ 4,633 $ (6,988)
-------- --------
Cash applied to investing activities:
Additions to plant assets (4,120) (3,980)
-------- --------
Cash flows from financing activities:
Proceeds from short-term borrowings 10,883 8,026
Repayment of debt (8,294) (193)
Stock options exercised 28 955
-------- --------
Cash provided by financing
activities 2,617 8,788
-------- --------
Cash provided by (applied to)
discontinued operations 34 (2,197)
-------- --------
Increase (decrease) in cash and cash
equivalents 3,164 (4,377)
Cash and cash equivalents at
beginning of period 4,631 10,024
-------- --------
Cash and cash equivalents at
end of period $ 7,795 $ 5,647
======== ========
See accompanying notes.
</TABLE>
Page 5
<PAGE>
M/A-COM, INC.
AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
- ----------------------------------------------------
(Unaudited except for October 1, 1994 amounts)
Note 1 - Restructuring Costs and Unusual Items
During the latter half of 1994, the Company's management became concerned
about emerging operational trends impacting the Burlington semiconductor
operation, which services highly competitive markets characterized by steep
selling price reductions. In October 1994, the Company realigned its
Burlington semiconductor operation into its Microelectronics Division and a
new management team consisting of four experienced and proven Company
managers was assigned to this operation. During the first quarter of fiscal
1995, lower sales volume, production inefficiencies related to management
transition and the market characteristics discussed above, diminished this
operation's ability to fully absorb fixed production costs and cover selling,
general and administrative expenses, including an allocation of corporate
expenses. As a consequence, this operation lost $4.9 million in the first
quarter of 1995.
In the fourth quarter of 1994, the Company began implementation of a plan of
involuntary employee terminations in an effort to reduce general and
administrative expenses. In connection with this plan, the Company recorded
a $2.5 million charge for expected termination benefits relating primarily to
individuals functioning in a financial, general or administrative capacity.
Additionally, at October 1, 1994, the Company had a $1.6 million reserve
remaining from prior involuntary employee termination actions. During the
first quarter of 1995, the Company reduced its workforce by 115 persons,
resulting in charges of $1.0 million against the restructuring reserve for
severance and related benefits.
In the fourth quarter of 1993, as a result of its decision to refocus the
direction of its commercial business, the Company recorded a charge of $5.3
million for anticipated losses on technically complex development programs
related to existing commercial contracts. In the first quarter of 1994, the
Company reduced its orders and backlog to reflect the termination of one such
technically complex contract. This termination resulted in a reduction in
the anticipated losses related to this contract and the Company reversed $1.0
million of previously established reserves. This amount was recorded as a
reduction to cost of sales.
Note 2 - Income Taxes
In the first quarter of 1994, the Company prospectively adopted Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes ("SFAS
109"), effective as of October 3, 1993. The cumulative effect of adopting
SFAS 109 amounted to $3.3 million of income. This amount is reflected in the
consolidated statement of operations for the first quarter of 1994 as the
cumulative effect of a change in accounting principle. It primarily
represents the reversal of deferred tax assets and liabilities resulting from
the adoption of SFAS 109. The deferred tax assets and liabilities were
established in connection with a previous acquisition and were recorded as
reductions of the respective assets and liabilities.
Page 6
<PAGE>
The net current deferred tax asset of $6.6 million is included in other
current assets and the net deferred tax liability of $11.5 million is
included in other long-term liabilities in the accompanying condensed
consolidated balance sheet at December 31, 1994.
The Company has not provided deferred taxes on the undistributed earnings of
its foreign subsidiaries as such earnings are expected to be reinvested for
an indefinite period of time.
Note 3 - Common Stock Transactions and Debt
The Company has a $30.0 million revolving credit agreement which expires on
August 30, 1995. The maximum borrowings are restricted based on the amount
of the Company's domestic accounts receivable. The agreement contains
certain restrictive covenants including, but not limited to, minimum levels
of profitability and liquidity and restrictions related to indebtedness, cash
flow and capital expenditures. The agreement also contains restrictions with
respect to acquisitions and the repurchase of the Company's public debt. Due
to the loss incurred during the first quarter of 1995, the Company was in non-
compliance of its covenants with respect to a minimum level of profitability
and of cash flow. Subsequent to the end of the first quarter, the Company
has obtained a waiver of compliance for these covenants and is discussing
modifications to its revolving credit agreement. As of December 31, 1994 and
through February 14, 1995, there were no outstanding borrowings under this
agreement. The Company's borrowing availability under this agreement was
$20.3 million.
The Company's foreign subsidiaries have lines of credit available to fund
local working capital requirements. These lines of credit provide for
borrowings aggregating approximately $16.7 million. During the first quarter
of 1995, the Company increased its borrowings by a net of approximately $2.7
million under its foreign lines of credit. As of December 31, 1994, total
borrowings under the foreign lines of credit aggregated approximately $8.4
million.
In the first quarter of 1994, the Company repaid $2.6 million of an
Industrial Revenue Bond ("IRB") associated with a previously discontinued
operation.
In the first quarters of 1995 and 1994, the Company contributed a total of
142,000 and 118,000 shares of common stock, respectively, to match employee
contributions to the Company's defined contribution retirement plan.
Page 7
<PAGE>
Note 4 - Inventories
Inventories are summarized as follows (in thousands):
<TABLE>
<CAPTION>
December 31, October 1,
1994 1994
----------------------------------
<S> <C> <C>
Raw materials $22,623 $21,762
Work in process 25,035 27,964
Finished goods 13,486 11,101
------- -------
$61,144 $60,827
======= =======
</TABLE>
Note 5 - Computation of Income (Loss) per Share
The shares used in the computation of income (loss) per share were as follows
(in thousands):
<TABLE>
<CAPTION>
First Quarter Ended
------------------------------
December 31, January 1,
1994 1994
------------------------------
<S> <C> <C>
Weighted average shares
outstanding during period 26,002 25,357
Add: Incremental shares to reflect
dilutive effect of stock option
and deferred compensation plans -- 451
------ ------
26,002 25,808
====== ======
</TABLE>
The shares used in the computation of income (loss) per share in the first
quarter of 1995, do not include the incremental shares to reflect the
dilutive effect of stock options and deferred compensation plans as the
effect would be anti-dilutive. Fully diluted earnings per share have not
been presented as the effect would be anti-dilutive in the first quarter of
1995 and would not be dilutive in the first quarter of 1994.
Page 8
<PAGE>
M/A-COM, INC.
AND SUBSIDIARIES
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview
The Company reported a net loss of $5.1 million, or $.19 per share, for the
first quarter of 1995 in comparison with net income of $.8 million or $.03
per share in the first quarter of 1994 (prior to the cumulative effect of an
accounting change).
During the latter half of 1994, the Company's management became concerned
about emerging operational trends impacting the Burlington semiconductor
operation, which services highly competitive markets characterized by steep
selling price reductions. In October 1994, the Company realigned its
Burlington semiconductor operation into its Microelectronics Division and a
new management team consisting of four experienced and proven Company
managers was assigned to this operation. During the first quarter of fiscal
1995, lower sales volume, production inefficiencies related to management
transition and the market characteristics discussed above, diminished this
operation's ability to fully absorb fixed production costs and cover selling,
general and administrative expenses, including an allocation of corporate
expenses. As a consequence, this operation lost $4.9 million in the first
quarter of 1995.
New orders increased by $22.3 million in the first quarter of 1995 in
comparison with the first quarter of 1994. The increase in new orders is
attributable to a $21.1 million increase in commercial orders and a $6.4
million increase in non-defense United States government and foreign
government orders, partially offset by a $5.2 million decrease in United
States defense related orders. The increase in commercial orders is due
primarily to the demand for products with applications in the wireless
communications market such as cellular portable telephones, cellular
infrastructure and wireless data systems. Commercial orders represented more
than 60% of all new orders in the first quarter of 1995. Commercial orders
for the first quarter of 1994 include a reduction of $3.9 million related to
the termination of a technically complex development program. The increase
in non-defense United States government and foreign government orders is
primarily the result of increased programs awarded by non-defense United
States government agencies and increased orders received from foreign
ministries of defense, mainly in the United Kingdom. The decrease in United
States defense-related orders is mainly attributable to the timing of program
awards in this market.
Page 9
<PAGE>
The Company's restructuring reserve balances and activity for the first
quarter of 1995 were as follows (in millions):
<TABLE>
<CAPTION>
Facilites Leases
Severance and and Carrying and and Other
Personnel Equipment Closure Costs Restructuring
Related Writedown of Buildings Costs Total
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Balance at October 1, 1994 $ 4.0 $ -- $ 1.9 $ .4 $ 6.3
Additions -- .2 .1 -- .3
Charges (1.0) (.2) (.2) -- (1.4)
-----------------------------------------------------------------------------
Balance at December 31, 1994 3.0 -- 1.8 .4 5.2
=============================================================================
</TABLE>
In the fourth quarter of 1994, the Company began implementation of a plan of
involuntary employee terminations in an effort to reduce general and
administrative expenses. In connection with this plan, the Company recorded
a $2.5 million charge for expected termination benefits relating primarily to
individuals functioning in a financial, general or administrative capacity.
Additionally, at October 1, 1994, the Company had a $1.6 million reserve
remaining from prior involuntary employee termination actions. During the
first quarter of 1995, the Company reduced its workforce by 115 persons,
resulting in charges of $1.0 million against the restructuring reserve for
severance and related benefits. At December 31, 1994, the remaining balance
in the restructuring reserve of $5.2 million is considered adequate to
complete the actions contemplated by the Company. The Company expects to
complete the remaining severance actions by the end of 1995 and anticipates
disposing of the facilities held for sale over the next eighteen to twenty-
four months.
Results of Continuing Operations
Net sales for the first quarter of 1995 were $81.6 million, an increase of
$2.5 million in comparison with the first quarter of 1994. The increase is
primarily attributable to a $5.4 million increase in sales to commercial
customers partially offset by a $1.2 million decrease in U.S. Department of
Defense related sales and a $1.7 million decrease in sales to non-defense
U.S. government agencies and foreign governments.
The changing sales mix is the result of the Company's strategy of developing
products for the commercial marketplace specifically with application in the
wireless communication and automotive sensor markets. These markets offer
increasing opportunities for the Company's products and have resulted in the
Company's success in becoming a key supplier of technology and products to
industry leaders in the commercial marketplace. In the first quarter of
1995, sales of commercial products have increased by 14% in comparison with
the first quarter of 1994.
Page 10
<PAGE>
The Company's gross margin, as a percent of sales, decreased from 34.6% in
the first quarter of 1994 to 27.4% in the first quarter of 1995. The
decrease is primarily attributable to lower average selling prices in certain
of the Company's semiconductor products and underabsorbed fixed production
costs in the semiconductor operation resulting in a decrease of 6.2% in gross
margin. Additionally, lower sales volume for power hybrid and connector
products resulted in a 2.2% decline in gross margin which was partially
offset by improved productivity in the Company's Microelectronics Division.
Company sponsored research and development decreased by $.5 million in the
first quarter of 1995 in comparison with the first quarter of 1994. The
Company also incurred $2.5 million and $2.3 million of costs, included in
cost of sales, on customer sponsored research and development contracts ($.2
million and $.3 million, respectively, of which was not recoverable under
fixed price engineering contracts) in the first quarter of 1995 and 1994,
respectively. The decrease in Company sponsored research and development is
mainly attributable to a reallocation of engineers from Company sponsored
research and development to customer funded projects such as Title III of the
Defense Production Act to support world class GaAs production capabilities
and the U.S. Government's Technology Reinvestment Program for the development
of dual use technology with applications for wireless communication and
automotive sensor products.
Selling, general and administrative expenses increased by $1.1 million in the
first quarter of 1995 compared with the first quarter of 1994. The increase
is mainly attributable to a $.5 million increase for bad debt reserves and a
$.3 million provision for a loss and disposal costs relating to the sale of a
previously abandoned facility.
Net interest expense remained comparable between the first quarters of 1995
and 1994 as lower amounts borrowed during the first quarter of 1995 were
offset by increases in interest rates.
The Company's tax provision is attributable to provisions for its profitable
foreign operations. Due to the Company's net operating loss carryforwards,
no benefit has been attributed to losses generated by its domestic
operations.
Liquidity and Capital Resources
The Company's cash and marketable security position at December 31, 1994 was
$9.0 million in comparison with $5.9 million at October 1, 1994. The
Company's operating activities generated $4.6 million during the first
quarter of 1995. The Company also expended $4.1 million for additions to
plant assets. During the quarter, the Company borrowed in the aggregate from
time to time and repaid $8.0 million under its revolving credit agreement,
increased the amount of borrowing by its foreign subsidiaries by a net of
approximately $2.7 million and repaid $.2 million of current maturities on
its long-term debt.
Page 11
<PAGE>
The Company has a $30.0 million revolving credit agreement which expires on
August 30, 1995. The maximum borrowings are restricted based on the amount
of the Company's domestic accounts receivable. The agreement contains
certain restrictive covenants including, but not limited to, minimum levels
of profitability and liquidity and restrictions related to indebtedness, cash
flow and capital expenditures. The agreement also contains restrictions with
respect to acquisitions and the repurchase of the Company's public debt. Due
to the loss incurred during the first quarter of 1995, the Company was in non-
compliance of its covenants with respect to a minimum level of profitability
and of cash flow. Subsequent to the end of the first quarter, the Company
has obtained a waiver of compliance for these covenants and is discussing
modifications to its revolving credit agreement. As of December 31, 1994 and
through February 14, 1995, there were no outstanding borrowings under this
agreement. The Company's borrowing availability under this agreement was
$20.3 million.
The Company's accounts receivable balance decreased by $9.5 million as of
December 31, 1994 in comparison with October 1, 1994. The decrease is
attributable to a sales decrease of $11.8 million in the first quarter of
1995 compared with the fourth quarter of 1994. The collection period for
outstanding accounts receivable has remained comparable between the fourth
quarter of 1994 and the first quarter of 1995.
The Company's inventory balance at December 31, 1994 was comparable to the
inventory balance at October 1, 1994. The Company has increased its
inventories of standard products. Increases in standard product inventory
balances were offset by decreases of semiconductor inventory balances.
The Company believes that its existing cash balances, funds to be generated
by future operating activities and available borrowing capacity are
sufficient to finance operating requirements, to provide for ongoing capital
and research and development requirements and to take advantage of investment
opportunities.
Page 12
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) List of Exhibits: Method of Filing
----------------
Exhibit 11 Statement Re: Computation of Per Incorporated from
Share Earnings. Note 5 to Condensed
Consolidated
Financial Statements.
Exhibit 15 Letter Re: Unaudited Interim Filed herewith.
Financial Information.
Exhibit 27 Financial Data Schedule Filed herewith.
(b) Reports on Form 8-K
No report on Form 8-K has been filed during the quarter ended December 31,
1994.
Page 13
<PAGE>
SIGNATURE
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 February 14, 1995.
M/A-COM, Inc.
By: PETER J. RICE
- --------------------------------
Peter J. Rice
Vice President,
Chief Accounting Officer
and Controller
Page 14
<PAGE>
February 7, 1995
To the Board of Directors and
Stockholders of M/A-COM, Inc.
We have reviewed the condensed consolidated balance sheet of M/A-COM, Inc.
and its consolidated subsidiaries as of December 31, 1994 and January 1, 1994
(not presented herein) and the related consolidated statement of operations
and the condensed consolidated statement of cash flows for the three-month
periods then ended. These financial statements are the responsibility of the
Company's management.
We conducted our review in accordance with the standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial information for it to be in
conformity with generally accepted accounting principles.
We previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of October 1, 1994, and the
related consolidated statements of operations and cash flows for the year
then ended (not presented herein), and in our report dated November 15, 1994
we expressed an unqualified opinion on those consolidated financial
statements. In our opinion, the information set forth in the accompanying
condensed consolidated balance sheet as of October 1, 1994, is fairly stated
in all material respects in relation to the consolidated balance sheet from
which it has been derived.
PRICE WATERHOUSE LLP
Page 15
Exhibit 15
February 13, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
We are aware that M/A-COM, Inc. has included our report dated February 7,
1995 (issued pursuant to the provisions of Statements on Auditing Standards
Nos. 42 and 71) in the Prospectuses constituting part of its Registration
Statements on Form S-3 (No. 2-99637) and Form S-8 (Nos. 2-17757; 2-25410; 2-
31632; 2-47195; 2-53255; 2-53257; 2-68734; 2-68809; 2-69195; 2-69202; 2-
69259; 2-70247; 2-71043; 2-72234; 2-72235; 2-76292; 2-81497; 2-81907; 2-
92614; 2-92616; 2-92617; 33-10913; 33-10916; 33-33372; 33-35845; 33-36846; 33-
44212). We are also aware of our responsibilities under the Securities Act
of 1933.
Very truly yours,
PRICE WATERHOUSE LLP
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> OCT-01-1994
<PERIOD-START> OCT-03-1993
<PERIOD-END> OCT-01-1994
<CASH> 4,631
<SECURITIES> 1,250
<RECEIVABLES> 72,093
<ALLOWANCES> 2,092
<INVENTORY> 60,827
<CURRENT-ASSETS> 149,477
<PP&E> 262,218
<DEPRECIATION> 158,729
<TOTAL-ASSETS> 308,632
<CURRENT-LIABILITIES> 95,574
<BONDS> 67,599
<COMMON> 44,006
0
0
<OTHER-SE> 77,334
<TOTAL-LIABILITY-AND-EQUITY> 308,632
<SALES> 341,596
<TOTAL-REVENUES> 341,596
<CGS> 224,895
<TOTAL-COSTS> 224,895
<OTHER-EXPENSES> 21,676
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,159
<INCOME-PRETAX> 4,524
<INCOME-TAX> 1,132
<INCOME-CONTINUING> 3,392
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 3,300
<NET-INCOME> 6,692
<EPS-PRIMARY> .26
<EPS-DILUTED> 0
</TABLE>
