<PAGE>
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 July 31, 1996
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________to___________
Commission file number 1-8722
THE MACNEAL-SCHWENDLER CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 95-2239450
- --------------------------- ---------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 Colorado Boulevard, Los Angeles, California 90041
------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number (213) 258-9111
--------------------
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 Registrant's Common Stock, par value $.01
per share, was 13,453,806 shares at September 12, 1996.
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
INDEX
Page No.
--------
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets (Unaudited) - July 31, 1996
and January 31, 1996. . . . . . . . . . . . . . . . . . . 3
Consolidated Statements of Income (Unaudited)
Three and Six Months Ended July 31, 1996 and 1995 . . . . 4
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended July 31, 1996 and 1995 . . . . . . . . . 5
Notes to Consolidated Financial Statements
(Unaudited) . . . . . . . . . . . . . . . . . . . . . . . 6
Item 2.
Management's Discussion and Analysis of Results of Operations
and Financial Condition. . . . . . . . . . . . . . . . . . . . 8
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . 11
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JULY 31, JANUARY 31,
1996 1996
----------------- ----------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 14,336,000 $ 7,235,000
Short-term investments 1,056,000 3,340,000
Trade accounts receivable, net 35,760,000 36,455,000
Other current assets 8,870,000 9,518,000
-------------- -------------
Total current assets 60,022,000 56,548,000
Property and equipment, net 11,364,000 12,281,000
Capitalized software costs, net 27,773,000 29,069,000
Goodwill and other intangibles, net 17,383,000 19,090,000
Other assets 2,833,000 2,672,000
-------------- -------------
$ 119,375,000 $ 119,660,000
-------------- -------------
-------------- -------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,068,000 $ 2,436,000
Accrued liabilities 22,272,000 20,126,000
Restructuring reserve 247,000 1,389,000
Deferred income 8,440,000 8,663,000
Dividends payable 807,000 2,151,000
Income taxes payable 140,000 601,000
-------------- -------------
Total current liabilities 33,974,000 35,366,000
Deferred income taxes 9,667,000 10,573,000
Convertible Subordinated Debentures 56,575,000 56,576,000
Commitments
Shareholders' equity:
Preferred stock, $0.01 par value, 10,000,000
shares authorized; no shares outstanding
at July 31, 1996 or January 31, 1996 -- --
Common stock, $0.01 par value,
100,000,000 shares authorized;
13,454,000 and 13,448,000 issued and
outstanding at July 31, 1996 and
January 31, 1996, respectively 30,238,000 30,082,000
Retained deficit (10,188,000) (10,754,000)
Accumulated translation adjustment (891,000) (2,183,000)
-------------- -------------
Total shareholders' equity 19,159,000 17,145,000
-------------- -------------
$ 119,375,000 $ 119,660,000
-------------- -------------
-------------- -------------
</TABLE>
See accompanying notes.
3
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JULY 31, SIX MONTHS ENDED JULY 31,
--------------------------------- -----------------------------------
1996 1995 1996 1995
--------------- ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
Revenues:
Analysis software $ 19,231,000 $ 17,883,000 $ 38,279,000 $ 36,770,000
Modeling software 11,378,000 11,515,000 22,764,000 20,950,000
Other 2,150,000 2,647,000 3,908,000 4,815,000
--------------- ---------------- --------------- -----------------
Total revenues 32,759,000 32,045,000 64,951,000 62,535,000
Operating expenses:
Cost of revenue 4,709,000 5,039,000 9,484,000 9,645,000
Amortization of goodwill and other intangibles 545,000 541,000 1,134,000 1,115,000
Research and development 6,310,000 5,203,000 12,102,000 10,357,000
Selling, general and administrative 17,094,000 15,481,000 34,287,000 30,127,000
--------------- --------------- --------------- -----------------
Total operating expenses 28,658,000 26,264,000 57,007,000 51,244,000
Operating income 4,101,000 5,781,000 7,944,000 11,291,000
Debenture interest (1,114,000) (1,117,000) (2,228,000) (2,236,000)
Other income (expense), net (246,000) 667,000 (491,000) 807,000
--------------- --------------- --------------- -----------------
Income before income taxes 2,741,000 5,331,000 5,225,000 9,862,000
Provision for income taxes 891,000 1,786,000 1,698,000 3,325,000
--------------- --------------- --------------- -----------------
Net income $ 1,850,000 $ 3,545,000 $ 3,527,000 $ 6,537,000
--------------- --------------- --------------- -----------------
--------------- --------------- --------------- -----------------
Primary earnings per share $ 0.14 $ 0.26 $ 0.26 $ 0.49
--------------- --------------- --------------- -----------------
--------------- --------------- --------------- -----------------
Fully diluted earnings per share $ 0.14 $ 0.25 $ 0.26 $ 0.47
--------------- --------------- --------------- -----------------
--------------- --------------- --------------- -----------------
Weighted average number of
common shares outstanding 13,477,000 13,402,000 13,522,000 13,400,000
--------------- --------------- --------------- -----------------
--------------- --------------- --------------- -----------------
Cash dividends declared $ 0.06 $ 0.16 $ 0.22 $ 0.32
--------------- --------------- --------------- -----------------
--------------- --------------- --------------- -----------------
</TABLE>
See accompanying notes.
4
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JULY 31
-----------------------------
1996 1995
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,527,000 $ 6,537,000
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of property and equipment 3,127,000 2,703,000
Amortization of goodwill and other intangibles 1,134,000 1,117,000
Amortization of capitalized software costs 3,582,000 4,179,000
Deferred income taxes -- 214,000
(Gain) loss on disposal of property and equipment 8,000 (10,000)
Changes in assets and liabilities:
Accounts receivable, net 549,000 3,048,000
Other current assets (125,000) (803,000)
Accounts payable (426,000) (1,016,000)
Accrued liabilities (937,000) (3,910,000)
Deferred income 499,000 (818,000)
Restructuring costs (1,132,000) (2,375,000)
Income taxes payable (493,000) 888,000
------------- -------------
Net cash provided by operating activities 9,313,000 9,754,000
Cash flows from investing activities:
Decrease in short-term investments 2,284,000 37,000
Acquisition of property and equipment (2,409,000) (4,071,000)
Proceeds from sale of Electronics Business Unit 5,600,000 --
Purchase of subsidiary, net of cash acquired (115,000) --
Capitalized software costs (4,483,000) (5,072,000)
Decrease (increase) in other assets (233,000) (1,388,000)
------------- -------------
Net cash provided (used) by investing activities 644,000 (10,494,000)
Cash flows from financing activities:
Payments of long-term debt (1,000) --
Issuance of common stock 156,000 65,000
Proceeds from short-term borrowing -- 2,500,000
Cash dividends paid (4,303,000) (4,281,000)
------------- -------------
Net cash used in financing activities (4,148,000) (1,716,000)
Translation adjustment 1,292,000 (252,000)
------------- -------------
Net increase (decrease) in cash and cash equivalents 7,101,000 (2,708,000)
Cash and cash equivalents at beginning of period 7,235,000 6,944,000
------------- -------------
Cash and cash equivalents at end of period $ 14,336,000 $ 4,236,000
------------- -------------
------------- -------------
</TABLE>
See accompanying notes.
5
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1: DISPOSITION OF PRODUCT LINE
On July 25, 1996, The MacNeal-Schwendler Corporation ("Company") sold its
Electronics Business Unit ("EBU") to Ansoft Corporation for $5,600,000. In
association with the sale, the Company created reserves to account for certain
direct incremental expenses associated with the sale of the EBU. Such reserves
are accounted for as a component of accrued liabilities and include the
following items:
Labor cost adjustment reserve $ 1,460,000
Facility reserve 600,000
Transition costs 590,000
Increased bad debt reserve 200,000
------------
$ 2,850,000
------------
------------
Due to the level of reserves and other direct expenses associated with the sale
of the EBU, there was no gain on sale.
NOTE 2: BASIS OF PRESENTATION
The accompanying consolidated financial information is condensed from
that which would appear in the annual financial statements and should be
read in conjunction with the consolidated financial statements included in
The MacNeal-Schwendler Corporation's Annual Report on Form 10-K for the year
ended January 31, 1996.
Supplemental cash flow information for taxes paid during the six months
ended July 31, 1996 and 1995 were $2,159,000 and $1,094,000, respectively.
Additionally, the Company paid interest of $2,227,000 and $2,511,000 on its
Convertible Subordinated Debentures due 2004 during the six months ended
July 31, 1996 and July 31, 1995, respectively.
Fully diluted earnings per share calculated under the treasury method were
anti-dilutive for the three and six months ended July 31, 1996. Fully diluted
earnings per share under the treasury method are calculated by dividing net
income by the weighted average number of shares of common stock outstanding
during the period, adjusted for the pro forma effects of stock option exercises
and debenture conversions.
All interim financial data is unaudited but, in the opinion of management,
reflects all adjustments necessary for a fair presentation thereof. However,
it should be understood that accounting measurements at interim dates may be
less precise than at year end. Operating results for the six months ended
July 31, 1996 are not necessarily indicative of the results that may be
expected for the year ended January 31, 1997.
Certain reclassifications have been made to the financial information for
the three months and six months ended July 31, 1995 in order to conform to the
July 31, 1996 presentation.
6
<PAGE>
NOTE 3: CAPITALIZED SOFTWARE
Software costs capitalized and amortized from operating activities were
as follows:
<TABLE>
<CAPTION>
Three Months Ended July 31, Six Months Ended July 31,
--------------------------- -------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Software costs capitalized $ (2,038,000) $ (2,455,000) $ (4,483,000) $ (5,072,000)
Amortization of capitalized software 1,721,000 2,121,000 3,582,000 4,179,000
------------- ------------- ------------ ------------
Net capitalized software costs $ (317,000) $ (334,000) $ (901,000) $ (893,000)
------------- ------------- ------------ ------------
------------- ------------- ------------ ------------
</TABLE>
Amortization of capitalized software is included in Cost of Revenue.
NOTE 4: ACCRUED LIABILITIES
The components of accrued liabilities are as follows:
July 31, January 31,
1996 1996
---- ----
Compensation and related expenses $ 4,227,000 $ 4,075,000
Commissions payable 3,433,000 3,369,000
Reserve for transition and sale of EBU 2,850,000 0
Consumption taxes payable 2,371,000 1,700,000
Contribution to profit sharing plan 1,690,000 3,155,000
Debenture interest payable 1,686,000 1,685,000
Royalties payable 1,134,000 791,000
Post retirement benefits 1,084,000 1,060,000
Incentive compensation 181,000 200,000
Other 3,616,000 4,091,000
------------- ------------
$ 22,272,000 $ 20,126,000
------------- ------------
------------- ------------
7
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
THREE MONTHS ENDED JULY 31, 1996
The Company recorded total revenues of $32,759,000 for the three
months ended July 31, 1996 compared to total revenues of $32,045,000 for the
same period in the prior fiscal year, an increase of 2%. Revenues in Asia
Pacific grew 12% compared to the same quarter last year, while revenues in
both Europe and the Americas declined by 1%. However, excluding the
unfavorable effects of exchange rate fluctuations, revenues in Europe and
Asia Pacific actually increased by 8% and 29%, respectively. Consolidated
revenues grew in nearly every line of software except MSC/NASTRAN and
MSC/ARIES. Revenues from MSC/ARIES continue to be negatively impacted by the
loss of a key license agreement with Ford Motor Company. Additionally, the
Company is experiencing increasing downward pricing pressures on MSC/NASTRAN
revenues due to increased competition from other providers of analysis
software, especially in North America. This decline in revenues was more than
offset by revenue growth from other lines of the Company's software,
including MSC/NASTRAN FOR WINDOWS. On a geographical basis, the Americas
represented 43%, Europe represented 30%, and Asia Pacific represented 27% of
total revenues for the quarter.
Cost of revenue decreased $330,000, or 7%, as a result of a decrease
in the amortization of capitalized software costs compared to the second
quarter of the prior fiscal year. The decrease in the cost of revenue was
mitigated by a moderate increase in third party royalty expenses, which
resulted from a significant increase in the sale of software products for
which the Company pays royalties. Research and development costs increased
$1,107,000, or 21%, primarily due to the significant decrease in the
capitalization of software costs compared to the prior year. Excluding this
fluctuation caused by differing rates of software capitalization, the
increase in "core" research and development expenses was a more modest
9%. Selling, general and administrative expenses increased primarily in the
Company's European and Asia Pacific operations, due to the expanded
infrastructure necessary to support the increased level of revenues in the
future. The resulting increases as described above generated an overall
increase in operating expenses of 9%, to $28,658,000, compared to the same
quarter last year.
The Company's resulting income from operations for the quarter ended
July 31, 1996 was $4,101,000, a 29% decrease from operating income of
$5,781,000 during the second quarter last year.
Nonoperating income and expense variances are primarily due to foreign
exchange rate losses caused by a strengthening U.S. dollar.
Net income was $1,850,000 compared to net income of $3,545,000 in the
prior year, a decrease of 48%. Primary earnings per share for the three
months ended July 31, 1996 were $0.14 compared to $0.26 for the three months
ended July 31, 1995.
On July 25, 1996, The Company sold its Electronics Business Unit
("EBU") to Ansoft Corporation for $5,600,000. The sale included the MSC/EMAS
product line and all associated development, sales, and administrative
employees. Historically, EBU revenues have represented approximately 3% of
total revenues, while EBU operating expenses have accounted for a comparable
percentage of total expenses. Due to the low historical contribution of EBU
revenues and expenses to the Company's total revenues and expenses, the sale
of the EBU is expected to have a minimal impact on future revenues, operating
expenses, and earnings.
SIX MONTHS ENDED JULY 31, 1996
The Company recorded total revenues of $64,951,000 for the six months
ended July 31, 1996 compared to total revenues of $62,535,000 for the same
period in the prior fiscal year, a 4% increase. Revenues in Europe and Asia
Pacific grew 9% and 15%, respectively, compared to the same period last year,
while revenues in the Americas declined by 6%. However, excluding the
unfavorable effects of exchange rate fluctuations, revenues in
8
<PAGE>
Europe and Asia Pacific increased by 14% and 27%, respectively. Consolidated
revenues grew in nearly every line of software except MSC/NASTRAN and
MSC/ARIES. Revenues from MSC/NASTRAN continue to be adversely affected by
pricing pressures from other providers of analysis software, especially in
North America, while revenues from MSC/ARIES continue to be negatively
impacted by the loss of a key license agreement with Ford Motor Company. This
decline in revenues was more than offset by revenue growth from other lines
of MSC software, especially MSC/PATRAN and MSC/NASTRAN FOR WINDOWS, which
experienced revenue growth of 14% and 80%, respectively, compared to the same
period last year. On a geographical basis, the Americas represented 40%,
Europe represented 33%, and Asia Pacific represented 27% of total revenues
for the six months ended July 31, 1996.
Cost of revenue decreased $161,000, or 2%, as a result of a decrease in
the amortization of capitalized software costs compared to the first six
months of the prior fiscal year. The decrease in the cost of revenue was
mitigated by an increase in third party royalty expenses, which resulted from
a significant increase in the sale of software products for which the Company
pays royalties. Research and development costs increased $1,745,000, or 17%,
primarily due to the significant decrease in the capitalization of software
costs compared to the prior year. Excluding this fluctuation caused by
differing rates of software capitalization, the increase in "core" research
and development expenses was a more modest 7%. Selling, general and
administrative expenses increased primarily in the Company's European and
Asia Pacific operations, due to the expanded infrastructure necessary to
support the increased level of revenues. The resulting increases as described
above generated an overall increase in operating expenses of 11%, to
$57,007,000, compared to the same period last year.
The Company's resulting income from operations for the six months ended
July 31, 1996 was $7,944,000, a 30% decrease from operating income of
$11,291,000 during the same period last year.
Nonoperating income and expense variances are primarily due to foreign
exchange rate losses caused by a strengthening U.S. dollar.
Net income was $3,527,000 compared to net income of $6,537,000 in the
prior year, a decrease of 46%. Primary earnings per share for the six months
ended July 31, 1996 were $0.26 compared to $0.49 for the six months ended
July 31, 1995.
LIQUIDITY AND CAPITAL RESOURCES
A dividend of $.06 per share was paid on September 4, 1996 to
shareholders of record on August 16, 1996. However, the Company has
subsequently reevaluated its dividend policy and has eliminated its quarterly
dividend in order to reinvest more of its earnings into the Company's
business. The Company currently anticipates that it will retain all future
earnings for use in its business and does not anticipate paying any cash
dividends on its common stock in the foreseeable future.
Historically, working capital needed to finance the Company's
operations and growth has been provided by cash flow from operations.
Management believes that cash generated from operations will continue to be
sufficient for working capital needs in the foreseeable future. Net cash from
operating activities was $9,313,000 in the first six months of fiscal 1997
compared with $9,754,000 during the comparable period of the prior year. The
Company's working capital was $26,048,000 at July 31, 1996, an increase from
$21,182,000 at January 31, 1996. Cash and short-term investments were
$15,392,000 at July 31, 1996 compared to $10,576,000 at January 31, 1996. The
increase in cash and short-term equivalents was primarily the result of the
sale of the Company's Electronics Business Unit to Ansoft Corporation for
$5,600,000. The Company has an agreement for a $5,000,000 unsecured line of
credit with its principal bank at the prevailing prime rate under which no
amounts were outstanding at July 31, 1996.
The Company provided reserves for consolidating its operations resulting
from the acquisition of PDA Engineering in the third quarter of fiscal 1995.
Included in this reserve were approximately $10,800,000 of items that relate
to cash expenditures. As of July 31, 1996, approximately $10,600,000 in cash
has been expended in relation to these items. The Company expects to incur
additional cash outflows of approximately $200,000 over the next six months
related to the restructuring reserve.
9
<PAGE>
Management expects to continue to invest a substantial portion of the
Company's revenues in the research and development of new computer software
products and the enhancement of existing products. Research and development
expenses were $16,585,000 and $15,429,000 for the six months ended July 31,
1996 and July 31, 1995, respectively, of which $4,483,000 and $5,072,000 were
capitalized. Product development costs and the capitalization rate may vary
depending in part on the number of products and the stage of development of
the products in process.
During the six months ended July 31, 1996 and July 31, 1995, the Company
acquired $2,409,000 and $4,071,000, respectively, of new property and
equipment. Capital expenditures during the prior and current fiscal years
included significant upgrades to computer equipment to keep current with
technological advances and expansion of facilities worldwide. The Company's
capital expenditures vary from year to year as required by business needs.
The Company intends to continue to expand the capabilities of its computer
equipment which is used in the development and support of its proprietary
software products. Although capital expenditures for the six months ended
July 31, 1996 were less than the comparable period last year, management
expects overall expenditures for property and equipment in future years to be
consistent with those for fiscal 1996.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain information in the Management's Discussion and Analysis of
Results of Operations and Financial Condition contained in this Form 10-Q
includes information that is forward-looking. Such forward-looking statements
include, among others, statements concerning the Company's international
expansion, capital expenditure plans, the Company's dividend policy, the
Company's expectations regarding future liquidity, and other statements of
expectations, beliefs, future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
fact.
The forward-looking statements in this report are based on current
expectations and are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied by those
statements. The risks and uncertainties include but are not limited to; the
timely development and market acceptance of new versions of the Company's
software products; the impact of competitive products and pricing; effective
development and utilization of the Company's offshore projects (currently in
Taiwan and India); successful involvement of international and domestic
business partners in creating mechanical engineering solutions; the level of
economic activity in the U.S. and abroad; fluctuations of the U.S. dollar
versus foreign currencies; timely development of CAE technologies which,
among other things, must accommodate industry trends such as increasing
computing power and increased usage of workstations; the Company's ability to
reduce costs without adversely impacting revenues; the Company's ability to
attract, motivate and retain salespeople, programmers and other key
personnel; continued demand for the Company's products, including
MSC/NASTRAN, MSC/PATRAN, MSC/ARIES, MSC/MVISION, MSC/DYTRAN and MSC/NASTRAN
FOR WINDOWS; and such risks and uncertainties as are detailed from time to
time in the Company's other Securities and Exchange Commission reports and
filings.
Subsequent written and oral forward-looking statements attributable to
the Company or persons acting on its behalf and hereby expressly qualified in
their entirety by the cautionary statements in this section of this Form 10-Q.
10
<PAGE>
THE MACNEAL-SCHWENDLER CORPORATION
PART II: OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
None.
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.
THE MACNEAL-SCHWENDLER CORPORATION
----------------------------------
(Registrant)
Date: September 13, 1996
--------------------
/s/ LOUIS A. GRECO
--------------------------------------------
Louis A. Greco, Chief Financial Officer
(Mr. Greco is the Principal Financial and
Accounting Officer and has been duly
authorized to sign on behalf of the
registrant.)
11
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-31-1997
<PERIOD-START> FEB-01-1996
<PERIOD-END> JUL-31-1996
<CASH> 14,336
<SECURITIES> 1,056
<RECEIVABLES> 37,395
<ALLOWANCES> 1,635
<INVENTORY> 0
<CURRENT-ASSETS> 60,022
<PP&E> 32,206
<DEPRECIATION> 20,842
<TOTAL-ASSETS> 119,375
<CURRENT-LIABILITIES> 33,974
<BONDS> 56,575
0
0
<COMMON> 30,238
<OTHER-SE> (11,079)
<TOTAL-LIABILITY-AND-EQUITY> 119,375
<SALES> 0
<TOTAL-REVENUES> 64,951
<CGS> 9,484
<TOTAL-COSTS> 57,007
<OTHER-EXPENSES> 491
<LOSS-PROVISION> 92
<INTEREST-EXPENSE> 2,228
<INCOME-PRETAX> 5,225
<INCOME-TAX> 1,698
<INCOME-CONTINUING> 3,527
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,527
<EPS-PRIMARY> 0.26
<EPS-DILUTED> 0.26
</TABLE>
