SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 10-Q
[X] Quarterly report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the quarterly period ended
September 30, 1995 or
[ ] Transition report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission file number: 0-12024
-------
MAXICARE HEALTH PLANS, INC.
------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3615709
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1149 South Broadway Street, Los Angeles, California 90015
--------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (213) 765-2000
--------------
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 by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13, or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes [ X ] No [ ]
<PAGE>
Common Stock, $.01 par value - 17,364,585 shares outstanding as of
November 3, 1995, of which 641,746 shares were held by the
Registrant as disbursing agent for the benefit of holders of
allowed claims and interests under the Registrant's Joint Plan of
Reorganization.
<PAGE>
PART I: FINANCIAL INFORMATION
---------------------
Item 1: Financial Statements
--------------------
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands except par value)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
----------- ---------
CURRENT ASSETS (Unaudited)
<S> <C> <C>
Cash and cash equivalents................................. $ 43,386 $ 37,858
Marketable securities..................................... 51,970 43,558
Accounts receivable, net.................................. 21,433 18,314
Deferred tax asset........................................ 10,000 10,000
Prepaid expenses.......................................... 1,706 2,741
Other current assets...................................... 295 299
--------- ---------
TOTAL CURRENT ASSETS.................................... 128,790 112,770
--------- ---------
PROPERTY AND EQUIPMENT
Leasehold improvements.................................... 5,441 5,461
Furniture and equipment................................... 24,694 26,137
--------- ---------
30,135 31,598
Less accumulated depreciation and amortization.......... 27,984 29,077
--------- ---------
NET PROPERTY AND EQUIPMENT.............................. 2,151 2,521
--------- ---------
LONG-TERM ASSETS
Long-term receivables..................................... 2,226 2,285
Statutory deposits........................................ 11,660 10,953
Intangible assets, net.................................... 134 163
--------- ---------
TOTAL LONG-TERM ASSETS.................................. 14,020 13,401
--------- ---------
TOTAL ASSETS............................................ $ 144,961 $ 128,692
========= =========
CURRENT LIABILITIES
Estimated claims and incentives payable................... $ 40,237 $ 47,095
Accounts payable.......................................... 358 285
Deferred income........................................... 7,823 2,338
Accrued salary expense.................................... 2,613 2,709
Payable to disbursing agent............................... 6,248 6,248
Other current liabilities................................. 3,453 3,780
--------- ---------
TOTAL CURRENT LIABILITIES............................... 60,732 62,455
LONG-TERM LIABILITIES....................................... 826 887
--------- ---------
TOTAL LIABILITIES....................................... 61,558 63,342
--------- ---------
SHAREHOLDERS' EQUITY
Preferred stock, $.01 par value - 5,000 shares authorized,
1994 - 2,290 shares issued and outstanding.............. 23
Common stock, $.01 par value - 40,000 shares authorized,
1995 - 17,360 shares and 1994 - 10,850 shares issued
and outstanding......................................... 174 108
Additional paid-in capital................................ 247,011 246,054
Accumulated deficit....................................... (163,782) (180,835)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY.............................. 83,403 65,350
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.............. $ 144,961 $ 128,692
========= =========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
For the three For the nine
months ended months ended
September 30, September 30,
------------------ ------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
OPERATING REVENUES................................................... $119,879 $108,301 $345,926 $322,222
-------- -------- -------- --------
OPERATING EXPENSES
Physician services................................................ 45,329 43,452 134,455 127,215
Hospital services................................................. 38,108 32,076 106,303 96,102
Outpatient services............................................... 16,866 15,714 48,988 47,703
Other health care services........................................ 3,879 3,953 10,205 12,011
-------- -------- -------- --------
TOTAL HEALTH CARE EXPENSES...................................... 104,182 95,195 299,951 283,031
Marketing, general and administrative expenses.................... 10,935 10,371 32,100 31,046
Depreciation and amortization..................................... 317 439 912 1,747
Litigation expense................................................ 3,000
-------- -------- -------- --------
TOTAL OPERATING EXPENSES........................................ 115,434 106,005 332,963 318,824
-------- -------- -------- --------
INCOME FROM OPERATIONS............................................... 4,445 2,296 12,963 3,398
Investment income, net of interest expense........................ 1,600 893 4,620 2,130
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES........................................... 6,045 3,189 17,583 5,528
INCOME TAX BENEFIT (PROVISION)....................................... 1,423 (86) (530) (270)
-------- -------- -------- --------
NET INCOME........................................................... 7,468 3,103 17,053 5,258
PREFERRED STOCK DIVIDENDS............................................ (1,292) (3,992)
-------- -------- -------- --------
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS.......................... $ 7,468 $ 1,811 $ 17,053 $ 1,266
======== ======== ======== ========
NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE - Note 1
Primary
Primary earnings per common share................................. $ .41 $ .16 $ 1.03 $ .12
======== ======== ======== ========
Weighted average number of common and common equivalent
shares outstanding.............................................. 18,113 11,116 16,543 10,906
======== ======== ======== ========
Fully Diluted
Fully diluted earnings per common share........................... $ .41 $ .16 $ .94 $ .12
======== ======== ======== ========
Weighted average number of common and common equivalent
shares outstanding.............................................. 18,200 11,116 18,174 10,906
======== ======== ======== ========
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the nine months ended September 30,
1995 1994
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income....................................................... $ 17,053 $ 5,258
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................. 912 1,747
Gain on dispositions of property and equipment................. (8) (10)
Changes in assets and liabilities:
(Increase) decrease in accounts receivable................... (3,119) 1,331
(Decrease) increase in estimated claims and incentives
payable.................................................... (6,858) 1,915
Changes in other miscellaneous assets and liabilities........ 6,371 4,219
-------- --------
Net cash provided by operating activities........................ 14,351 14,460
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Dispositions of property and equipment......................... 5 14
Purchases of property and equipment............................ (221) (268)
(Increase) decrease in statutory deposits...................... (707) 3,354
Proceeds from sales and maturities of marketable securities.... 41,938 42,022
Purchases of marketable securities............................. (50,350) (67,716)
Decrease in long-term receivables.............................. 59
-------- --------
Net cash used for investing activities........................... (9,276) (22,594)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations.......................... (139) (78)
Stock options exercised........................................ 1,117 460
Redemption of preferred stock.................................. (525)
Warrants exercised............................................. 4,193
Payment of preferred stock dividends........................... (3,992)
-------- --------
Net cash provided by financing activities........................ 453 583
-------- --------
Net increase (decrease) in cash and cash equivalents............. 5,528 (7,551)
Cash and cash equivalents at beginning of period................. 37,858 38,672
-------- --------
Cash and cash equivalents at end of period....................... $ 43,386 $ 31,121
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the period for -
Interest..................................................... $ 30 $ 21
Income taxes................................................. $ 2,668 $ 66
Supplemental schedule of non-cash investing and financing
activities:
Conversion of preferred stock to common stock ............... $ 56,725
Issuance of restricted common stock.......................... $ 2,096
Capital lease incurred for purchase of equipment and
intangible assets.......................................... $ 289 $ 658
See notes to consolidated financial statements.
</TABLE>
<PAGE>
MAXICARE HEALTH PLANS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:
Basis of Presentation
---------------------
Maxicare Health Plans, Inc., a Delaware corporation ("MHP"), is a
holding company which owns various subsidiaries, primarily health
maintenance organizations ("HMOs"). The accompanying unaudited
consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for
interim financial information. In the opinion of management, all
adjustments considered necessary for a fair presentation, which
consist solely of normal recurring adjustments, have been
included. All significant inter-company balances and
transactions have been eliminated.
For further information on MHP and subsidiaries (collectively the
"Company") refer to the consolidated financial statements and
accompanying footnotes included in the Company's annual report on
Form 10-K as filed with the Securities and Exchange Commission
for the year ended December 31, 1994.
Capital Stock and Net Income Per Common and Common Equivalent
-------------------------------------------------------------
Share
-----
The Company concluded the redemption of its Series A Cumulative
Convertible Preferred Stock ("Series A Stock") on March 14, 1995
(the "Redemption Date"). Holders of approximately 2.27 million
shares of Series A Stock converted their shares into
approximately 6.25 million shares of the Company's Common Stock.
As a result of the redemption of the Series A Stock the Company
paid no preferred stock dividends in 1995, and, accordingly, no
consideration is given to preferred stock dividends in the
calculation of earnings per share for the three and nine month
periods ended September 30, 1995.
Primary earnings per share are computed by dividing net income
available to common shareholders by the weighted average number
of common shares outstanding, after giving effect to stock
options with an exercise price less than the average market price
for the period. Common shares issued upon the conversion of
preferred stock have been included in the weighted average number
of common shares outstanding subsequent to the conversion date.
Fully diluted earnings per share are computed by dividing net
income by the weighted average number of common shares
outstanding, after giving effect to stock options with an
<PAGE>
exercise price less than the market price at the end of the
period (or average market price if use of that price results in
greater dilution) and shares assumed to be issued upon conversion
of the Company's preferred stock. Common shares issued upon the
conversion of preferred stock have been included in the weighted
average number of common shares outstanding and the preferred
shares have been excluded from the weighted average number of
common equivalent shares outstanding subsequent to the conversion
date.
Fully diluted earnings per share are reported only when the
amount calculated is less than the primary earnings per share.
For the three and nine months ended September 30, 1994 fully
diluted earnings per share exceeded the primary earnings per
share (i.e., the calculations were "anti-dilutive") so primary
earnings per share are reported as fully diluted.
Income Taxes
------------
The Company reported a $1.4 million income tax benefit for the
three months ended September 30, 1995 due to a change in estimate
of the net operating loss carryforwards that can be utilized in
the current year period.
<PAGE>
Item 2: Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
Results of Operations
The Company reported net income of $7.5 million for the three
months ended September 30, 1995, compared to net income of $3.1
million for the three months ended September 30, 1994. Net income
per common share on a fully diluted basis was $.41 for the third
quarter of 1995, compared to net income per common share of $.16
for the third quarter of 1994.
Operating revenues were $119.9 million for the third quarter of
1995, a 10.7% increase when compared to the same period in 1994.
The increased operating revenues were the result of an 11.4%
increase in membership, partially offset by a 0.7% decrease in
premium revenue per member per month. Increased operating
revenues were primarily generated by new Medicaid lines of
business in California and Indiana and by the Company's commercial
line of business in Indiana, California, Illinois and North
Carolina.
Health care expenses increased 9.4% to $104.2 million in the third
quarter of 1995 as compared to the third quarter of 1994; however,
health care expenses as a percentage of operating revenues (the
"medical loss ratio") decreased 1.0 percentage point to 86.9%,
contributing $1.2 million of the $2.6 million increase in the
excess of the Company's operating revenues over its total health
care expenses (the "gross margin").
Marketing, general and administrative ("M,G&A") expenses for the
third quarter of 1995 increased 5.4% to $10.9 million as compared
to the third quarter of 1994 but decreased as a percentage of
operating revenues from 9.6% to 9.1%. Depreciation and
amortization expenses decreased by $122,000 for the three months
ended September 30, 1995 when compared to the same period in 1994.
Net investment income for the third quarter of 1995 increased by
$.7 million to $1.6 million as compared to the same period in
1994. This increase was due to greater cash and investment
balances primarily attributable to the results of operations and
to higher interest rates.
The Company reported a $1.4 million income tax benefit for the
three months ended September 30, 1995 due to a change in estimate
of net operating loss carryforwards that can be utilized in the
current year period.
Maxicare concluded the redemption of its Series A Cumulative
Convertible Preferred Stock ("Series A Stock") on March 14, 1995.
As a result of this redemption, the Company is no longer required
to pay Series A Stock dividends.
<PAGE>
For the nine months ended September 30, 1995 the Company reported
net income of $17.1 million as compared to $5.3 million for the
same period in 1994. This $11.8 million increase is due to an
improvement in the gross margin of $6.8 million, an increase of
$2.5 million in net investment income and the impact in 1994 of a
$3.0 million litigation charge, all partially offset by a $.3
million increase in the provision for income taxes and a $.2
million increase in the combined total of M,G&A and depreciation
and amortization expenses. The medical loss ratio for the nine
months ended September 30, 1995 was 86.7% as compared to 87.8% for
the same period in 1994.
Liquidity and Capital Resources
Certain of MHP's operating subsidiaries are subject to state
regulations which require compliance with certain statutory
deposit, reserve, dividend distribution and net worth
requirements. To the extent the operating subsidiaries must
comply with these regulations, they may not have the financial
flexibility to transfer funds to MHP. MHP's proportionate share
of net assets (after inter-company eliminations) which, at
September 30, 1995, may not be transferred to MHP by subsidiaries
in the form of loans, advances or cash dividends without the
consent of a third party is referred to as "Restricted Net
Assets". Total Restricted Net Assets of these operating
subsidiaries were $29.8 million at September 30, 1995, with
deposit requirements and limitations imposed by state regulations
on the distribution of dividends representing $11.2 million and
$10.2 million of the Restricted Net Assets, respectively, and net
worth requirements in excess of deposit requirements and dividend
limitations representing the remaining $8.4 million. The
Company's total Restricted Net Assets at September 30, 1995 were
$30.0 million. In addition to the $21.5 million in cash, cash
equivalents and marketable securities held by MHP, approximately
$16.0 million could be considered available for transfer to MHP
from operating subsidiaries.
All of MHP's operational subsidiaries are direct subsidiaries of
MHP. All of the Company's HMOs are federally qualified, and, with
the exception of the Company's South Carolina HMO, all of the
Company's operating HMOs are licensed in the states where they
primarily operate. The operations of the South Carolina HMO are
currently under Bankruptcy Court jurisdiction pending a
reorganization of that entity to operate as a licensed HMO in the
state of South Carolina. The Company believes that it will be
able to ultimately resolve the South Carolina HMO's licensing
situation with the state of South Carolina as a separately
licensed HMO in such state or, alternatively, as a division of one
of its other operating HMOs to be licensed to do business in the
state of South Carolina. The Company cannot predict at this time
the required capital infusion, if any, which may result from the
separate licensing of the South Carolina HMO in the state of South
Carolina or the operation of it as a division of one of the
Company's operating HMOs. If infusion of additional cash
<PAGE>
resources is required to ensure compliance with statutory deposit
and net worth requirements, the Company does not believe that such
an infusion will have a material adverse effect on its operations
taken as a whole.
The operating HMOs currently pay monthly fees to MHP pursuant to
administrative services agreements for various management,
financial, legal, computer and telecommunications services. The
Company believes that for the foreseeable future it will have
sufficient resources to fund ongoing operations and remain in
compliance with statutory financial requirements.
Pursuant to the Company's plan of reorganization (the
"Reorganization Plan"), the Company was required to make
distributions based on its consolidated net worth in excess of
$2.0 million at December 31, 1991 and 1992 (the "Consolidated Net
Worth Distribution"). Such distributions were allocated sixty
percent (60%) to redeem outstanding Senior Notes and forty percent
(40%) to the Distribution Trust for the benefit of certain classes
of creditors. As a result of the foregoing, the Company made a
Consolidated Net Worth Distribution of $2.0 million in 1992 based
on the Company's net worth at December 31, 1991. In March 1992,
the Company consummated the sale of $60 million of Series A Stock.
The proceeds from this sale, plus internally generated cash, were
utilized to redeem in April 1992 the entire outstanding principal
amount and accrued interest on the Senior Notes. The sale of the
Series A Stock had the effect of significantly increasing the net
worth of the Company. The Company does not believe the
Reorganization Plan contemplated either the issuance of the Series
A Stock or the redemption of the Senior Notes, and accordingly,
the Company believes the Consolidated Net Worth Distribution
required by the Reorganization Plan should be calculated on a
basis as if the sale of the Series A Stock had not been
consummated and the Senior Notes had not been redeemed. As a
result of the foregoing, the Company calculated the December 31,
1992 Consolidated Net Worth Distribution amount to be
approximately $971,000, which was deposited for distribution to
certain creditors under the Reorganization Plan in March 1993. In
addition, the Company believes that any Consolidated Net Worth
Distribution which under the Reorganization Plan was to be
utilized to redeem the Senior Notes is not required since the
Senior Notes were fully redeemed. The committee representing the
creditors (the "New Committee") has stated it does not agree with
the Company's interpretation of the Reorganization Plan and
believes that additional amounts may be due under the Consolidated
Net Worth Distribution provision of the Reorganization Plan. The
Company has, on a number of occasions, responded to various
questions raised by and inquiries of the New Committee regarding
this matter and believes that if this matter were to be litigated
its position in this matter would ultimately prevail. In
addition, the Company has in the past had settlement discussions
with the New Committee with respect to a resolution of this
matter. Notwithstanding the foregoing, the Company elected to
accrue in its consolidated financial statements for the year ended
December 31, 1992 the maximum potential liability of $7.2 million
related to this matter. The amount that may be ultimately payable
pursuant to this Reorganization Plan provision, if any, could be
less than the amount accrued.
<PAGE>
With a current ratio (i.e., current assets divided by current
liabilities) of 2.1 and less than $1.0 million of long-term
liabilities at September 30, 1995, the Company does not believe
that it will need additional working capital to fund its
operations for the foreseeable future. Although the Company
believes that it would be able to raise additional working capital
through either an equity infusion or borrowings if it so desired,
the Company cannot state with any degree of certainty at this time
whether additional equity capital or working capital would be
available to it, and if available, would be at terms and
conditions acceptable to the Company.
<PAGE>
PART II: OTHER INFORMATION
-----------------
Item 1: Legal Proceedings
-----------------
The information contained in "Part I, Item 3. Legal Proceedings" of
the Company's 1994 Annual Report on Form 10-K is hereby
incorporated by reference and the following information updates the
information contained in the relevant subparts thereof.
c. PENN HEALTH
On February 27, 1991 the Company filed a petition against the
Commonwealth of Pennsylvania, Department of Public Welfare (the
"DPW") with the Pennsylvania Board of Claims (the "Board") seeking
damages in excess of $24 million. Pursuant to an order of the
Board, the action was set for trial in two phases; a liability
phase and a damages phase. The trial before the Board of
contractual issues pertaining to DPW's liability (the "Liability
Phase") concluded on July 25, 1994. On December 2, 1994, the Board
issued an order concerning the Liability Phase which found that:
(i) a contract exists between Penn Health Corporation ("Penn
Health") and the DPW; (ii) the DPW breached the contract; and (iii)
Penn Health is an independent general contractor and not an agent
of the DPW. Commencing on September 18, 1995 the Board heard
testimony on the parties' respective damages (the "Damages Phase").
The parties are waiting for the Board to schedule additional trial
days to conclude testimony on damages issues and the trial.
Following conclusion of the Damages Phase the parties will submit
legal memoranda to the Board, before a ruling will be issued by the
Board. The Company believes that its claims against the DPW are
meritorious and that it will prevail in its action before the
Board.
d. OTHER LITIGATION
The Company is a defendant in a number of other lawsuits arising in
the ordinary course of operating its HMOs, including cases in which
plaintiffs assert claims against the Company or third parties that
might in turn assert indemnity or contribution claims against the
Company for malpractice, negligence, bad faith failure to pay
claims on a timely basis or denial of coverage. The Company does
not believe that an adverse determination in any one or more of
these cases would have a material, adverse effect on the Company's
business and operations.
Item 2: Change in Securities
--------------------
None.
Item 3: Defaults Upon Senior Securities
-------------------------------
None.
<PAGE>
Item 4: Submission of Matters to a Vote of Security Holders
---------------------------------------------------
On July 28, 1995 the Company held its 1995 Annual Meeting
of Stockholders for the purposes of electing two directors
to the Board and approving the adoption of the Company's
1995 Stock Option Plan. Florence F. Courtright and Eugene
L. Froelich were elected as directors at the meeting, to
serve for a period of three years and until their
successors are duly qualified and elected. Of the
12,011,940 votes cast for purposes of electing two
directors; (i) 11,859,711 were cast for Ms. Courtright and
152,229 were withheld; and (ii) 11,859,837 were cast for
Mr. Froelich and 152,103 were withheld. Following the
meeting, Claude S. Brinegar, Thomas W. Field, Jr., Charles
E. Lewis, Alan S. Manne and Peter J. Ratican continued to
serve as directors of the Company.
Adoption of the Company's 1995 Stock Option Plan was
approved by the stockholders with 4,910,719 votes cast for
approval, 4,000,788 votes cast against approval, 145,012
votes abstaining and 2,826,908 broker non-votes.
Item 5: Other Information
-----------------
None.
Item 6: Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
--------
Exhibit 27. Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None.
<PAGE>
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.
MAXICARE HEALTH PLANS, INC.
---------------------------
(Registrant)
November 8, 1995 /s/ EUGENE L. FROELICH
---------------------------
Eugene L. Froelich
Chief Financial Officer and
Executive Vice President -
Finance and Administration
<PAGE>
INDEX TO EXHIBITS
Exhibit Sequential
Number Description Page Number
------ ---------------------------------------- -----------
27 Financial Data Schedule 16 of 17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial
information extracted from the September 30,
1995 financial statements and is qualified in
its entirety by reference to such financial
statements.
<MULTIPLIER> 1,000
<S> <C>
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<PERIOD-TYPE> 9-MOS
<CASH> 43,386
<SECURITIES> 51,970
<RECEIVABLES> 24,793
<ALLOWANCES> 3,360
<INVENTORY> 0
<CURRENT-ASSETS> 128,790
<PP&E> 30,135
<DEPRECIATION> 27,984
<TOTAL-ASSETS> 144,961
<CURRENT-LIABILITIES> 60,732
<BONDS> 0
0
0
<COMMON> 174
<OTHER-SE> 83,229
<TOTAL-LIABILITY-AND-EQUITY> 144,961
<PAGE>
<SALES> 345,926
<TOTAL-REVENUES> 350,579
<CGS> 299,951
<TOTAL-COSTS> 332,963
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 33
<INCOME-PRETAX> 17,583
<INCOME-TAX> 530
<INCOME-CONTINUING> 17,053
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 17,053
<EPS-PRIMARY> 1.03
<EPS-DILUTED> .94
</TABLE>
