<PAGE>1
FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1999
Commission file number 0-12751
DeVRY INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-3150143
------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Tower Lane, Oakbrook Terrace, Illinois 60181
----------------------------------------------------
(Address of principal executive offices) (Zip Code)
(630) 571-7700
----------------------------------------------------
(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
Number of shares of Common Stock, $0.01 par value, outstanding at
January 24, 2000: 69,583,348
Total number of pages: 15
<PAGE>2
DeVRY INC.
FORM 10-Q INDEX
For the Quarter ended December 31, 1999
Page No.
--------
PART I. Financial Information
Item 1. Financial Statements:
Consolidated Balance Sheets at
December 31, 1999, June 30, 1999,
and December 31, 1998 3-4
Consolidated Statements of Income
for the quarter and six months ended
December 31, 1999, and 1998 5
Consolidated Statements of Cash Flows
for the six months ended
December 31, 1999, and 1998 6
Notes to Consolidated Financial
Statements 7-8
Item 2. Management's Discussion and
Analysis of Results of
Operations and Financial Condition 9-12
Part II. Other Information
Item 4. Submission of Matters to a vote of
of Security Holders 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
<PAGE>3
PART I - Financial Information
Item 1 - Financial Statements
<TABLE>
DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
December 31, June 30, December 31,
1999 1999 1998
------------ ----------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets
Cash and Cash Equivalents $ 39,806 $ 31,848 $ 29,557
Restricted Cash 36,400 20,766 36,009
Accounts Receivable, Net 53,419 14,217 37,611
Inventories 3,590 6,592 1,924
Deferred Income Taxes 2,656 4,536 1,551
Prepaid Expenses and Other 4,545 982 3,322
-------- -------- --------
Total Current Assets 140,416 78,941 109,974
-------- -------- --------
Land, Buildings and Equipment
Land 38,420 37,833 37,809
Buildings 97,096 73,175 71,275
Equipment 104,974 92,304 82,496
Construction In Progress 1,326 12,741 3,347
-------- -------- --------
241,816 216,053 194,927
Accumulated Depreciation (90,886) (80,842) (71,841)
-------- -------- --------
Land, Buildings and
Equipment, Net 150,930 135,211 123,086
-------- -------- --------
Other Assets
Intangible Assets, Net 76,057 37,841 37,093
Perkins Program Fund, Net 7,375 7,375 6,813
Other Assets 1,455 1,323 1,405
-------- -------- --------
Total Other Assets 84,887 46,539 45,311
-------- -------- --------
TOTAL ASSETS $376,233 $260,691 $278,371
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>4
<TABLE>
DEVRY INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<CAPTION>
December 31, June 30, December 31,
1999 1999 1998
------------ ----------- ------------
(Unaudited) (Unaudited)
<S> <C> <C> <C>
LIABILITIES
Current Liabilities
Accounts Payable $ 35,935 $ 29,080 $ 18,693
Accrued Salaries, Wages &
Benefits 20,459 22,339 16,944
Accrued Expenses 9,114 5,500 10,876
Advance Tuition Payments 8,901 11,979 5,290
Deferred Tuition Revenue 71,563 5,145 59,416
-------- -------- --------
Total Current Liabilities 145,972 74,043 111,219
-------- -------- --------
Other Liabilities
Revolving Loan 20,000 - -
Deferred Income Tax Liability 178 2,137 3,695
Deferred Rent and Other 11,929 9,206 8,812
-------- -------- --------
Total Other Liabilities 32,107 11,343 12,507
-------- -------- --------
TOTAL LIABILITIES 178,079 85,386 123,726
-------- -------- --------
SHAREHOLDERS' EQUITY
Common Stock, $0.01 par value,
200,000,000 Shares Authorized,
69,572,363, 69,414,020 and
69,365,741, Shares Issued and
Outstanding at December 31,
1999, June 30, 1999 and
December 31, 1998,
Respectively 695 694 694
Additional Paid-in Capital 61,251 60,948 60,686
Retained Earnings 135,913 113,215 92,500
Accumulated Other Comprehensive
Income 295 448 765
-------- -------- --------
TOTAL SHAREHOLDERS' EQUITY 198,154 175,305 154,645
-------- -------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $376,233 $260,691 $278,371
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>5
<TABLE>
DEVRY INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands Except for Per Share Amounts)
(Unaudited)
<CAPTION>
For The Quarter For The Six Months
Ended December 31, Ended December 31,
-------------------- --------------------
1999 1998 1999 1998
-------------------- --------------------
<S> <C> <C> <C> <C>
REVENUES:
Tuition $118,973 $ 96,479 $225,836 $181,232
Other Educational 13,971 11,074 25,086 19,942
Interest 304 260 608 497
-------- -------- -------- --------
Total Revenues 133,248 107,813 251,530 201,671
-------- -------- -------- --------
COSTS AND EXPENSES:
Cost of Educational Services 72,537 58,372 143,764 114,958
Student Services and
Administrative Expense 39,347 32,491 69,613 56,798
Interest Expense 435 44 1,009 214
-------- -------- -------- --------
Total Costs and Expenses 112,319 90,907 214,386 171,970
-------- -------- -------- --------
Income Before Income Taxes 20,929 16,906 37,144 29,701
Income Tax Provision 8,138 6,607 14,446 11,584
-------- -------- -------- --------
NET INCOME $ 12,791 $ 10,299 $ 22,698 $ 18,117
======== ======== ======== ========
EARNINGS PER COMMON SHARE
Basic $0.18 $0.15 $0.33 $0.26
===== ===== ===== =====
Diluted $0.18 $0.15 $0.32 $0.26
===== ===== ===== =====
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>6
<TABLE>
DEVRY INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<CAPTION>
For The Six Months
Ended December 31,
1999 1998
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $22,698 $18,117
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation 9,887 7,176
Amortization 1,849 829
Provision for Refunds and
Uncollectible Accounts 11,939 9,460
Deferred Income Taxes (79) 82
Loss on Disposals and Adjustments to
Land, Buildings and Equipment (36) 193
Changes in Assets and Liabilities:
Restricted Cash (15,489) (19,134)
Accounts Receivable (50,716) (35,150)
Inventories 3,085 3,294
Prepaid Expenses And Other (400) 967
Perkins Program Fund Contribution
and Other (196)
Accounts Payable 4,559 (5,423)
Accrued Salaries, Wages,
Expenses and Benefits (1,495) (230)
Advance Tuition Payments (4,527) (3,912)
Deferred Tuition Revenue 66,418 53,681
------ ------
NET CASH PROVIDED BY OPERATING ACTIVITIES 47,693 29,754
------ ------
CASH FLOWS USED IN INVESTING ACTIVITIES:
Capital Expenditures (21,199) (22,350)
Payments for Purchases of Businesses, Net
of Cash Acquired (38,687) -
------ ------
NET CASH USED IN INVESTING ACTIVITIES (59,886) (22,350)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds From Exercise of Stock Options 304 77
Proceeds From Revolving Credit Facility 40,000
Repayments Under Revolving Credit Facility (20,000) (10,000)
------ ------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 20,304 (9,923)
Effects of Exchange Rate Differences (153) 195
------ ------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 7,958 (2,324)
Cash and Cash Equivalents at Beginning
of Period 31,848 31,881
------ ------
Cash and Cash Equivalents at End of Period $39,806 $29,557
====== ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest Paid During the Period $949 $203
Income Taxes Paid During the Period 17,246 12,460
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>7
DEVRY INC.
Notes to Consolidated Financial Statements
For the Quarter and Six Months Ended December 31, 1999
----------
1. The interim consolidated financial statements include the
accounts of DeVry Inc. (the Company) and its wholly-owned
subsidiaries. These financial statements are unaudited but,
in the opinion of management, contain all adjustments,
consisting only of normal, recurring adjustments, necessary
to present fairly the financial condition and results of
operations of the Company.
The interim consolidated financial statements should be read
in conjunction with the consolidated financial statements and
notes thereto contained in the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1999 and in
conjunction with the Company's quarterly report on Form 10-Q
for the quarter ended September 30, 1999, each as filed with
the Securities and Exchange Commission.
The results of operations for the six months ended December
31, 1999, are not necessarily indicative of results to be
expected for the entire fiscal year.
Certain previously reported amounts have been reclassified to
conform to the current presentation format.
2. Statement of Financial Accounting Standards No. 130
"Reporting Comprehensive Income" established standards for
reporting and display of comprehensive income and its
components in the financial statements. The Company's only
item that meets the definition for adjustment to arrive at
comprehensive income is the change in cumulative translation
adjustment. This amount was immaterial for the quarter and
six months ended December 31, 1999.
3. On July 1, 1999, the Company acquired substantially all of
the tangible operating assets, trademarks and trade names and
assumed certain liabilities of the Denver Technical College
("DTC"). These assets were purchased, for cash, from
Educational Development Corporation and its stockholders. On
this same date, the Company acquired certain land and
buildings used by DTC from Niagara Limited Partnership for
cash. DTC is one of the largest technical colleges in
Colorado. The college offers undergraduate and post-graduate
degree programs in electronics, computer technology, business
and medical technology at campuses in Denver and Colorado Springs.
On July 2, 1999, Becker CPA acquired certain tangible
operating assets, trademarks and trade names of Conviser
Duffy CPA Review Course ("Conviser Duffy"). These assets were
purchased, for cash, from a unit of Harcourt General, Inc.
Conviser Duffy is a nationally known training firm preparing
students to pass the CPA exam.
<PAGE>8
Funding for the above acquisitions was obtained through
borrowings under the Company's revolving credit facility.
The acquisitions are accounted for under the purchase method
of accounting. Accordingly, the purchase prices have been
allocated to the tangible and identifiable intangible assets
acquired and liabilities assumed based on their estimated
fair values. The intangible assets, consisting primarily
of goodwill, are being amortized using the straight line
method primarily over a 25-year period for financial reporting
purposes and will be deducted for tax reporting purposes over
shorter statutory lives.
4. In July and August 1999, the Company granted options to
purchase up to 232,000 shares of the Company's common stock
under the Amended and Restated Stock Incentive Plan, the 1991
Stock Incentive Plan and the 1994 Stock Incentive Plan.
5. The Company's revolving line of credit agreement contains a
covenant requiring guarantees to the lenders from the Company
and its subsidiaries. Several new subsidiaries, formed by
the Company to facilitate acquisitions during the first and
second quarters of fiscal 2000, did not deliver such
guarantees until after the required period, creating an Event
of Default as defined by the loan agreement. On December 3,
1999, the lenders waived this default for all prior periods.
<PAGE>9
Item 2 - Management's Discussion and Analysis of Results of Operations
and Financial Condition
Certain information contained in this quarterly report may constitute forward
looking statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Such statements may involve risks
and uncertainties that could cause actual results to differ materially from the
forward-looking statements. Potential risks and uncertainties include, but are
not limited to, dependence on student financial aid, state and provincial
approval and licensing requirements, and the other factors detailed in the
Company's SEC filings, including those discussed under the heading entitled
"Risk Factors" in the Company's Registration Statement on Form S-3 (No.
333-22457) filed with the Securities and Exchange Commission
The following discussion of the Company's results of operations and financial
condition should be read in conjunction with the consolidated financial
statements of the Company and the notes thereto as included in the Company's
annual report on Form 10-K for the fiscal year ended June 30, 1999, and in
conjunction with the Company's quarterly report on Form 10-Q for the quarter
ended September 30, 1999, both as filed with the Securities and Exchange
Commission. All references to per share amounts have been restated to reflect
the June 19, 1998, two-for-one stock split.
Because of the somewhat seasonal pattern of the Company's enrollments and
its term starting dates, which affect the results of operations and the timing
of cash inflows, the Company's management believes that comparisons of its
results of operations should be made to the corresponding period in the
preceding year. Comparisons of financial position should be made to both the
end of the previous fiscal year and to the end of the corresponding period in
the preceding year. Because of the seasonality of student enrollments, the
Company's second and third quarters have historically represented the periods
of highest revenues and net income within a fiscal year.
Results of Operations
- ---------------------
Tuition revenues for the second quarter increased by $22.5 million, or 23.3%,
compared to the second quarter of last year. For the first six months, the
increase in tuition revenues was $44.6 million, or 24.6%. These increases in
tuition revenue were produced by several positive factors. Enrollments for the
summer term at the Company's undergraduate schools increased by 15.9%
from last summer and enrollments for the fall term increased by 13.4% from
last year. These were the 26th and 27th consecutive terms that exceed prior
year results in total student enrollment. The total undergraduate student
enrollments include the DeVry Institutes and Denver Technical College which
was acquired in July. Contributing to the record revenues and enrollments
were the increased number of students attending the DeVry Institute campuses
in San Francisco, California, and Long Island City, New York, both of which
were opened last year. At Keller Graduate school, total student enrollments
for the June and September terms increased, respectively, by 19.9% and
15.0% from last year. Tuition increases approximating 5-6% were
implemented by both DeVry Institutes and Keller during the past year,
contributing further to the revenue gains. Also, revenue growth came
<PAGE>10
from increased enrollments at the Becker CPA review course, complemented
by the July acquisition of the Conviser Duffy CPA Review course.
Other Educational Revenues, composed primarily of sales of books and
supplies, increased for the quarter and six months because of sales to the
increased number of students attending the Company's educational programs.
Sales of the popular Becker CPA review course on CD-ROM, which are
included in this category, continued their increase from the prior year.
Interest income on the Company's short-term investments increased slightly
from the first and second quarters of last year, reflecting generally higher
interest rates available this year and somewhat higher cash balances throughout
the period as a result of higher cash flow from operations and somewhat less
capital spending during the first six months.
Cost of Educational Services for the quarter increased by $14.2 million, or
24.3%, from last year. For the first half, the increase was $28.8 million, or
25.1%. These increases reflect the instructional costs associated with the
acquisitions of Denver Technical College and Conviser Duffy as well as the
cost of additional facilities, faculty, staff, service and supply costs
associated with new DeVry Institute and Keller Graduate School sites.
Compared to last November, Keller is operating at five new teaching sites and
there is one new DeVry Institute campus. Increased enrollments at previously
existing sites, particularly the two DeVry Institutes which opened last year
and now have substantially higher enrollments after a year of operation, also
contributed to the increase in spending.
Depreciation expense, included in the cost of Educational Services, increased
by $1.3 million for the quarter and by $2.7 million for the first half compared
to last year. These increases reflect increased capital spending for the past
several years, continuing on into the current year, to expand and improve the
Company's operations. The provision for refunds and doubtful accounts,
which is a non-cash charge against income, remained a constant percent to
revenue for the first half of the year compared to last year. Compared to the
percentage of revenue two years ago, this provision has increased at a
somewhat lower rate than revenues. The Company believes that this long-term
lowering of the rate of increase is a reflection of the benefits from
increased new student admission standards at DeVry Institutes and improved
educational programs and support throughout all of the Company's educational
programs.
Student Services and Administrative Expense increased by $6.9 million, or
21.1% from the second quarter of last year. For the first half, these expenses
increased by $12.8 million, or 22.6% from last year. These increases reflect
the marketing and administrative costs associated with the two acquired
operations and the marketing costs associated with student recruitment for the
DeVry Institutes' new school in West Hills, California, plus costs associated
with marketing for the new Keller Graduate School teaching sites which have
opened since last year. Because marketing costs are incurred before the
revenue from new student enrollments is realized, these increased rates of
spending also reflect efforts and programs aimed at student recruiting for
future terms.
Amortization expense of intangible assets, which is included in Student
Services and Administrative Expense, increased by $0.5 million for the second
quarter and by $1.0 million for the first half, reflecting the amortization of
goodwill from the two acquisitions which were completed at the start of the
fiscal year and recorded under the purchase method of accounting.
<PAGE>11
The Company's earnings from operations, before interest expense and taxes,
were a record for any second quarter and first half period. Operating margins,
which have been rising steadily over the corresponding year-ago periods,
increased again in the second quarter, following a similar increase in the
first quarter. These increases were achieved by higher operating leverage on
continued enrollment growth at the Company's previously existing locations
and cost controls over all areas of spending.
Interest expense increased by $0.4 million and $0.8 million for the quarter and
first six months, respectively. The increase in expense reflects outstanding
borrowings under the Company's revolving term loan agreement which were
used to complete the acquisitions for Denver Technical College and Conviser
Duffy CPA Review.
Net income of $12.8 million, or $0.18 per diluted share, for the quarter and
$22.7 million, or $0.32 per diluted share, for the half, continued the pattern
of year-over-year earnings increases in excess of 20% in every time period.
The start of the new year passed with no disruption to the Company's
operations. Testing of communications and information systems' performance
was conducted at all of the Company's major facilities on Sunday, January
2nd. This testing verified that the software and hardware, which had been the
subject of earlier testing, was functioning as expected and without problems.
Business resumed without interruption on January 3rd and only minor software
modifications were subsequently required to correct certain reports not
regularly nor frequently used. To-date, there has been no measurable adverse
effect on the Company from events surrounding the start of the new calendar
year. While the Company believes that efforts directed to this event have now
been completed, there is no assurance that some future efforts will not be
required.
Liquidity and Capital Resources
- -------------------------------
Cash generated from operations reached $47.7 million in the first half, an
increase of $17.9 million from the same period last year. Higher net income,
increased non-cash charges for depreciation and amortization, and higher
accounts payable were the primary contributors to the increased cash flow.
The higher accounts receivable, which are increasing because of higher student
enrollments, and by the inclusion of approximately $13 million owed but not
yet received from federal financial aid programs, was almost completely offset
by higher deferred tuition revenues reflecting the higher level of revenue that
creates these receivables. The acquisition of Denver Technical College and
Conviser Duffy CPA Review also contributed to the increase in receivables.
Capital spending was $21.2 million for the first six months. Included in this
total is the completion of construction of the DeVry Institute campus in West
Hills, California, and the addition to the urban Chicago campus. Renovation
and expansion at the Columbus, Ohio, campus and the start of construction at
the new campus in Tinley Park, Illinois, also contributed to the high level of
spending. The rate of spending should slow somewhat in the second half of
the fiscal year as several of the projects listed above have now been
completed.
<PAGE>12
At the start of the fiscal year, the Company borrowed $40.0 million under its
revolving term loan to complete two acquisitions. Subsequent to this
borrowing, the Company has repaid a total of $20.0 million from cash on hand
and cash generated from operations. Future borrowings and repayments will
depend upon the levels of cash generated from operations and cash
requirements for operation and expansion.
The Company believes that current balances of unrestricted cash, cash
generated from operations and its revolving term loan agreement will be
sufficient to fund its operations for the foreseeable future.
<PAGE>13
PART II - Other information
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company's regular annual meeting of stockholders was held in Chicago,
Illinois, on Tuesday, November 16, 1999, pursuant to notice duly given.
Proxies for the meeting were solicited in accordance with the Securities
Exchange Act of 1934 and there was no solicitation in opposition to those of
management.
At the meeting, four Directors of the Company were elected to serve as Class
II Directors to hold office until 2002 or until their respective successors are
elected and qualified. The results of the voting for Directors, whether in
person or by proxy, were as follows:
For Against Withheld
--- ------- --------
Class II:
David S. Brown 55,559,558 - 433,359
Dennis J. Keller 55,576,633 - 416,284
Robert E. King 55,663,422 - 329,495
Frederick A. Krehbiel 55,664,356 - 328,561
The terms of office of the following Directors continued after the meeting:
Ewen M. Akin, Charles A. Bowsher, Thurston E. Manning, Robert C.
McCormack, Julie A. McGee, Hugo J. Melvoin and Ronald L. Taylor.
At this meeting shareholders were asked to approved the adoption of the
DeVry Inc. 1999 Stock Incentive Plan. The following Table presents the
stockholders' vote on the matter:
For Against Withheld
--- ------- --------
52,481,848 3,444,942 66,052
Also submitted to a vote of the stockholders at this meeting was a proposal for
the ratification of the appointment of PricewaterhouseCoopers LLP as
independent public accountants for the Company for the current fiscal year.
The following table presents the results of the stockholders' vote on this
matter:
For Against Withheld
--- ------- --------
55,957,656 16,711 18,550
<PAGE>14
PART II - Other information
Item 5 - Other Information
- --------------------------
During the second quarter, the Company's Becker Conviser CPA division
completed the acquisition of CPA review programs in Ohio and Minnesota.
These programs, which were regionally strong and prominent in their areas of
operation, will enhance the current distribution of locations at which the
Becker Conviser program is offered. Both acquisitions were for cash and are
being accounted for under the purchase method of accounting.
The Company's DeVry Institute division of DeVry University has entered into
an agreement for the construction of an approximately 70,000 square facility
in the Orlando, Florida area for occupancy in the fall of calendar year 2000.
The Keller Graduate School of Management currently operates at several
locations in the state of Florida.
In December, the Company amended its revolving loan agreement to remove
certain restrictions regarding acquisitions, to revise one of the financial
loan covenant terms to better reflect the Company's current strong financial
structure and to waive the untimely notification of newly formed subsidiaries
as guarantors of the agreement.
Item 6 - Exhibits and Reports on Form 8-K
(b) Reports on Form 8-K
- -----------------------
There were no reports on Form 8-K filed by the Company during the quarter
ended December 31, 1999.
<PAGE>15
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.
Date: FEBRUARY 4, 2000 /s/ Ronald L. Taylor
--------------------
Ronald L. Taylor
President and Chief
Operating
Officer
Date: FEBRUARY 4, 2000 /s/Norman M. Levine
--------------------
Norman M. Levine
Vice President Finance,
Controller,
Chief Financial and
Accounting
Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER>1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-2000
<PERIOD-END> DEC-31-1999
<CASH> 76206
<SECURITIES> 0
<RECEIVABLES> 64757
<ALLOWANCES> 11338
<INVENTORY> 3590
<CURRENT-ASSETS> 140416
<PP&E> 241816
<DEPRECIATION> 90886
<TOTAL-ASSETS> 376233
<CURRENT-LIABILITIES> 145972
<BONDS> 20000
0
0
<COMMON> 695
<OTHER-SE> 197459
<TOTAL-LIABILITY-AND-EQUITY> 376233
<SALES> 0
<TOTAL-REVENUES> 251530
<CGS> 0
<TOTAL-COSTS> 143764
<OTHER-EXPENSES> 69613
<LOSS-PROVISION> 11939
<INTEREST-EXPENSE> 1009
<INCOME-PRETAX> 37144
<INCOME-TAX> 14446
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22698
<EPS-BASIC> .33
<EPS-DILUTED> .32
</TABLE>
