UNITED STATES
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, 1996
------------------
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 Number 0-132-58
---------
BOOLE & BABBAGE, INC.
----------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94- 1651571
--------- ------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
3131 Zanker Road, San Jose, California 95134-1933
-------------------------------------------------
(Address of principal executive offices)
Registrant's Telephone number, including area code: 408-526-3000
------------
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___
17,120,968 shares of common stock of the Registrant were outstanding at February
10, 1997.
<PAGE>
BOOLE & BABBAGE, INC.
INDEX
<TABLE>
<CAPTION>
Part I FINANCIAL INFORMATION Page No.
<S> <C> <C>
Item 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets
December 31, 1996 and September 30, 1996 1
Consolidated Statements of Income
Three Months Ended December 31, 1996 and 1995 2
Consolidated Statements of Cash Flows
Three Months Ended December 31, 1996 and 1995 3
Notes to Consolidated Financial Statements 4-5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Three Months Ended December 31, 1996 and 1995 6-11
Part II OTHER INFORMATION
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 12
Signatures 13
</TABLE>
<PAGE>
<TABLE>
Boole & Babbage, Inc.
Consolidated Balance Sheets
(Amounts in thousands except shares)
(December 31, 1996 unaudited)
December 31, September 30,
Assets 1996 1996
--------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 28,667 $ 35,305
Short-term investments 27,999 24,750
Accounts receivable, net 25,441 23,281
Installment and other receivables, net 48,848 44,105
Deferred tax asset 4,848 5,649
Prepaid expenses and other current assets 5,791 3,183
--------- ---------
Total current assets 141,594 136,273
Purchased and internally developed software, net 11,478 11,614
Equipment, furniture and leasehold improvements, net 8,687 8,695
Long-term installment and other receivables 47,542 39,141
Long-term deferred tax asset 6,572 6,537
Costs in excess of net assets of purchased businesses, net 654 660
Other assets 5,702 4,144
--------- ---------
Total assets $ 222,229 $ 207,064
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 6,622 $ 6,642
Accrued payroll expense 7,995 7,890
Other accrued liabilities 20,572 20,089
Short-term borrowings 781 990
Notes payable due within one year 294 293
Capital lease obligations due within one year 811 961
Deferred maintenance revenue 47,416 47,225
--------- ---------
Total current liabilities 84,491 84,090
Notes payable due after one year 354 369
Capital lease obligations due after one year 1,949 2,120
Deferred maintenance revenue due after one year 32,203 27,460
Stockholders' equity:
Preferred stock, 2,000,000 shares authorized, $.001 par value, none issued -- --
Common stock, $.001 par value, authorized--30,000,000 shares; issued--
18,221,548 (17,973,270 at September 30, 1996) 18 18
Additional paid-in capital 39,392 37,630
Retained earnings 66,750 60,712
Unrealized gain on marketable securities 1,708 370
Foreign currency translation adjustment 2,369 699
Less treasury stock, 1,160,037 shares (1,143,788 at September 30, 1996), at (7,005) (6,404)
cost
--------- ---------
Total stockholders' equity 103,232 93,025
--------- ---------
Total liabilities and stockholders' equity $ 222,229 $ 207,064
========= =========
</TABLE>
See accompanying notes.
1
<PAGE>
Boole & Babbage, Inc.
Consolidated Statements of Income
(Amounts in thousands, except net income per share)
(Unaudited)
Three Months Ended
December 31,
---------------------
1996 1995
------- -------
Revenue:
Product licensing $28,169 $21,474
Maintenance fees and other 19,940 18,645
------- -------
Total revenue 48,109 40,119
------- -------
Costs and expenses:
Cost of product licensing 4,742 3,974
Cost of maintenance fees and other 3,715 3,434
Product development 5,596 4,374
Sales and marketing 22,889 19,682
General and administrative 4,333 3,851
------- -------
Total costs and expenses 41,275 35,315
------- -------
Operating income 6,834 4,804
Interest and other income, net 1,813 1,306
------- -------
Income before provision for income taxes 8,647 6,110
Provision for income taxes 2,600 1,825
------- -------
Net income $ 6,047 $ 4,285
======= =======
Net income per share (a) $ 0.33 $ 0.24
======= =======
Shares used in per share calculations (a) 18,560 17,925
======= =======
(a) Per share data and number of shares reflect a 3-for-2 stock split which
became effective on December 10, 1996.
2
<PAGE>
<TABLE>
Boole & Babbage, Inc.
Consolidated Statements of Cash Flows
(Amounts in thousands) (Unaudited)
<CAPTION>
Three Months Ended
December 31,
------------------------
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 6,047 $ 4,285
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation, amortization and write-off of capitalized software 2,039 2,359
Stock issued under compensatory stock plans 24 36
Changes in operating assets and liabilities excluding the effect of acquisitions:
Accounts receivable and installment and other receivables (12,429) (7,965)
Prepaid expenses and other assets (1,765) (610)
Accounts payable and accrued expenses (94) (638)
Deferred maintenance revenue 3,284 2,269
-------- --------
Net cash provided by (used for) operating activities (2,894) (264)
-------- --------
Cash flows from investing activities:
Purchases of equipment, furniture and leasehold improvements (791) (928)
Payments for capitalized software (938) (1,082)
Net (purchases) sales of short-term investments (3,249) 2,100
Investment in equity securities (26) (648)
-------- --------
Net cash used for investing activities (5,004) (558)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 1,729 874
Treasury stock purchases (601) --
Payments on notes payable (21) (253)
Payments on line of credit (209) (150)
Payments on capital leases (321) (559)
-------- --------
Net cash used for financing activities 577 (88)
-------- --------
Effect of exchange rate changes on cash 683 (72)
-------- --------
Net increase (decrease) in cash and cash equivalents (6,638) (982)
Cash and cash equivalents at beginning of year 35,305 22,340
-------- --------
Cash and cash equivalents at end of year $ 28,667 $ 21,358
======== ========
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 343 $ 142
Income taxes, net $ 1,707 $ 631
Supplemental disclosures of noncash investing and financing activities:
A capital lease obligation of $265,000 was incurred in the quarter ended December 31, 1995 for the purchase of
equipment.
</TABLE>
See accompanying notes
3
<PAGE>
BOOLE & BABBAGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
The accompanying consolidated financial statements include the accounts of
all subsidiaries after the elimination of all significant inter-company
items and transactions.
A summary of the significant accounting policies of the Company is included
in Note 1 of Notes to Consolidated Financial Statements in the Company's
annual report on Form 10-K for the year ended September 30, 1996. These
consolidated financial statements should be read in conjunction with those
notes.
The consolidated financial information at December 31, 1996 and for the
three-month periods ended December 31, 1996 and 1995 is unaudited. The
statements in this report include all adjustments of a normal recurring
nature. In the opinion of management, these adjustments are necessary for a
fair statement of the interim results for the periods presented. The
interim results are not necessarily indicative of the results for the full
year.
2. Net Income Per Share
Net income per common share is computed by adding to the weighted average
number of common shares outstanding during the period the number of
dilutive common shares that would be issuable upon the exercise of
outstanding options using the treasury stock method of computation. Fully
diluted net income per share is not disclosed because it is not materially
different from primary net income per share.
(Amounts in thousands, except 3 mos. ended Dec. 31,
net income per share) ---------------------
1996 1995
------- -------
Primary: (a)
Common shares outstanding 16,996 16,332
Employee stock option plans 1,564 1,593
------- -------
18,560 17,925
======= =======
Net income $ 6,047 $ 4,285
======= =======
Net income per share $ .33 $ .24
======= =======
(a) Reflects a 3-for-2 stock split effective December 10, 1996.
4
<PAGE>
BOOLE & BABBAGE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Contingencies
The Company is involved in certain legal actions and claims arising in the
ordinary course of business. Management believes that such litigation and
claims will be resolved without material adverse effect on the Company's
financial position or results of operations.
4. Subsequent Events
During December 1996, Boole & Babbage agreed to acquire, subject to certain
conditions, all of the outstanding capital stock of MAXM Systems
Corporation ("MAXM") in exchange for 1,137,115 shares, 10% of which are
held in escrow with an independent third party escrow agent, of Boole &
Babbage common stock. The transaction was completed on January 16, 1997 and
the Company anticipates that there will be a significant charge in the
quarter ending March 31, 1997 in connection with activities to complete
this acquisition and eliminate redundant facilities and personnel. An
estimate of this charge cannot be made at this time. The transaction will
be accounted for using the pooling method and the Company's consolidated
financial statements for all prior periods will be restated.
5
<PAGE>
BOOLE & BABBAGE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: Three Months ended December 31, 1996
When used in this discussion, the words "anticipate," "estimate," "project" and
similar expressions are intended to identify forward-looking statements. Such
statements are subject to certain risks and uncertainties, including those
discussed below and in the Company's Form 10-K for the year ended September 30,
1996, that could cause actual results to differ materially from those projected.
Readers are cautioned not to place undue reliance on these forward looking
statements, which speak only as of the date hereof. The Company undertakes no
obligation to publicly release the result of any revisions to these
forward-looking statements which may be made to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
REVENUES:
The Company derives its revenues primarily from the licensing of computer
software programs, consulting and education services, and the sales of software
maintenance services. Total revenue for the three months ended December 31, 1996
increased over the same period in the prior year by 19.9%. Without the effect of
currency rate changes, total revenue increased 24.7%.
<TABLE>
<CAPTION>
% of Revenue
------------------------ Year-to-Year
1997 1996 % Change
------------------------------------------------------------
<S> <C> <C> <C>
Product licensing 58.6% 53.5% 31.2%
Maintenance fees and other 41.4% 46.5% 6.9%
------------------------------------------------------------
Total 100.0% 100.0% 19.9%
============================================================
</TABLE>
Product Licensing:
The Company licenses its products to customers for use on their computer
systems. The Company also performs consulting and educational services related
to those products, although revenue from these services was not significant.
Product licensing accounted for 58.6% or $28,169,000 of total revenue in 1997,
compared to 53.5% or $21,474,000 in 1996 and increased by 31.2% in 1997 compared
to 1996. Without the effect of currency rate changes, product licensing
increased 36.6%. As is common in the industry, more than 50% of the Company's
license revenue is derived from transactions that close in the last month of a
quarter, which can make quarterly revenues difficult to forecast. And, since
operating expenses are relatively fixed, failure to achieve projected revenues
could materially and adversely affect the Company's operating results. This, in
turn, could result in an immediate and adverse effect on the market price of the
Company's stock.
6
<PAGE>
BOOLE & BABBAGE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Products:
The client/server product group grew by 29.9% (36.2% without the effect of
currency rate changes) comprising 18.6% of the total product licensing revenue.
The Company anticipates that this group will continue to show high growth rates
for the remainder of fiscal 1997. However, the Company competes with certain
companies who have greater resources along with products already in the
marketplace. In addition, the Company is dependent on the client/server market
developing at a rapid rate despite reports by industry analysts that
implementation of client/server networks may be more expensive and time
consuming than users had anticipated, which could potentially slow the growth of
the market. Due to these factors, there can be no assurances that new products
will achieve significant market acceptance or competitive success and thus
contribute to revenue growth. Mainframe products increased 31.5% over the first
quarter in 1996 primarily as a result of strong growth in North America and
non-European international which had shown negative growth in 1996. The Company
does not expect mainframe growth to be as high in future quarters. Mainframe
products include Plex products, which enable customers to handle large groups of
computer processors, particularly the parallel processing machines by IBM. The
Company's product licensing growth rates could be materially and adversely
impacted if the parallel processors do not gain significant market acceptance
and customer spending shifts away from traditional mainframes to technology
platforms where the Company does not have significant product acceptance.
Markets:
<TABLE>
<CAPTION>
% of Product Licensing
------------------------ Year-to-Year
1997 1996 % Change
------------------------------------------------------------
<S> <C> <C> <C>
Domestic 35.5% 31.4% 48.5%
International 64.5% 68.6% 23.3%
------------------------------------------------------------
100.0% 100.0% 31.2%
============================================================
</TABLE>
Domestic:
Field sales grew 56.6%, but was slightly offset by a flat performance from
telesales, resulting in a increase for total domestic product licensing of
48.5%. For growth to return in this geographic market, the Company is dependent
on increased productivity from the telesales group and continued increases from
the field sales force.
7
<PAGE>
BOOLE & BABBAGE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
International:
In 1997 the Company's product licensing from its international operations,
comprised of foreign subsidiaries and marketing agents, increased 23.3% due
primarily to strong growth in Latin America. Without the effect of currency rate
changes, international product licensing revenue grew 31.1% in 1997. Since the
majority of new revenue is derived from international markets, the Company's
operations and financial results could be significantly and adversely affected
by international factors such as changes in currency exchange rates and specific
countries' political and economic circumstances.
Maintenance fees and other:
Maintenance revenue is generated from services the Company provides including
technical support, product enhancements, system updates and user documentation.
Maintenance revenue also includes maintenance services for an initial period
ranging from six months to one year which is included in the initial charge when
the Company licenses its software products under a long-term agreement.
Thereafter on each anniversary date of the license, the customer may elect to
renew its maintenance contract with the Company. Customers may also elect to
purchase advance maintenance at the time of product licensing for maintenance
periods beyond the first year. Included in maintenance fees and other is revenue
from computer services, hardware sales and royalties from IBM for the jointly
developed CICS product.
Maintenance fees and other grew 6.9% in 1997 accounting for 41.4% and 46.5% of
total revenues in 1997 and 1996, respectively. Without the effect of currency
rate changes, maintenance fees and other grew 11.1%. This increase is mainly the
result of increased product licensing in the previous year combined with high
renewal rates but reduced by larger discounts granted on multiple-year
maintenance packages purchased by customers.
The Company anticipates that maintenance revenues in fiscal 1997 will continue
to increase due to the higher license revenue growth in 1996, although it will
be negatively impacted by reduced revenue associated with site consolidations,
non-CPU specific pricing and multiple-year maintenance package discounts. In
addition, to produce maintenance revenue increases, the Company must continue to
generate new product licensing revenues and continue to provide high quality
maintenance support and upgrades.
8
<PAGE>
BOOLE & BABBAGE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
COSTS AND EXPENSES:
<TABLE>
<CAPTION>
% of Revenue
------------------------ Year-to-Year
1997 1996 % Change
------------------------------------------------------------
<S> <C> <C> <C>
Cost of product licensing 9.9% 9.9% 19.3%
Cost of maintenance fees and other 7.7% 8.6% 8.2%
Product development 11.6% 10.9% 27.9%
Sales and marketing 47.6% 49.1% 16.3%
General and administrative 9.0% 9.6% 12.5%
============================================================
Total 85.8% 88.1% 16.9%
============================================================
</TABLE>
Cost of product licensing:
Cost of product licensing consists primarily of royalties paid to independent
software authors, amortization of purchased and internally developed software
and the cost of outside consultants to provide educational and consulting
services. Cost of product licensing increased 19.3% and represented 9.9% of
revenues for both 1997 and 1996. Without the impact of currency exchange rates,
the increase was 26.0%. The increase in 1997 is primarily attributable to
outside consultant costs related to higher service revenue in Europe. In
general, the relationship of cost of revenue to revenue will fluctuate due
primarily to changes in revenue mix, maintenance support, royalty agreements and
amortization of capitalized software.
Cost of maintenance fees and other:
Cost of maintenance fees and other consists primarily of cost of product
maintenance support, royalties paid to independent software authors,
amortization of purchased and internally developed software, the cost of
hardware associated with sales of client/server products and costs related to
operating the computer services division. Cost of maintenance fees and other
increased by 8.2% and represented 7.7% and 8.6% of revenues for 1997 and 1996,
respectively. Without the impact of currency exchange rates, the increase was
12.3%. In 1997, the increase was primarily due to higher third party royalties
in Europe as a result of the expiration of a reduced rate from a third-party
vendor which ran from the second quarter of fiscal 1995 to the fourth quarter of
fiscal 1996. In general, fluctuations in the relationship of cost of maintenance
fees and other to revenue are caused primarily by changes in maintenance revenue
mix, maintenance support, royalty agreements, and amortization of capitalized
software.
9
<PAGE>
BOOLE & BABBAGE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Product development:
Product development costs increased by 27.9% in 1997 and represented 11.6% and
10.9% of revenues for 1997 and 1996, respectively. Without the effect of
currency rate changes, the increase was 29.1%. The increase in 1997 is primarily
attributable to higher R&D personnel costs due to increased headcount. In
addition, reimbursement of expenses by IBM relating to the jointly developed
CICS product was terminated as a result of the new royalty contract in the
fourth quarter of fiscal 1996. R&D expenditures were 15% and 16% of revenue
(excluding third party) in 1997 and 1996, respectively, and the amount of R&D
capitalized was 16% and 15% of gross R&D costs in 1997 and 1996, respectively.
The Company capitalizes certain development costs in accordance with Statement
of Financial Accounting Standard No. 86 ("FAS 86"). To the extent the Company
capitalizes its product development costs, the effect is to defer such costs to
future periods and match them to the revenue generated by the products. Product
development and support expenses may fluctuate annually depending in part upon
the number and status of internal software development projects.
Sales and marketing:
Sales and marketing expenses increased by 16.3% and represented 47.6% of
revenues in 1997 compared to 49.1% in 1996. Without the effect of currency rate
changes, the increase was 20.8%. The increase in 1997 is primarily attributable
to higher commissions on increased sales, higher sales personnel costs in all
channels due to increased headcount, and higher product marketing costs.
General and Administrative:
General and administrative expenses increased 12.5% in 1997 and represented 9.0%
and 9.6% of revenues for 1997 and 1996, respectively. Without the effect of
currency rate changes, the increase was 16.5%. The increase is primarily
attributable to increased costs relating to European facility costs, performance
based accruals and higher personnel costs.
Interest and other income, net:
Interest and other income consists principally of interest income, interest
expense, currency gain or loss and gain or loss on disposal of assets. The 38.8%
increase in 1997 over 1996 is primarily the result of more interest income as
gross lease contracts receivable was 35.6% higher than one year ago.
10
<PAGE>
BOOLE & BABBAGE, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Income Taxes:
The effective tax rate was 30.0% for 1997 and 1996. The Company's effective tax
rate differs from the federal statuary rate due primarily to permanently
invested earnings of foreign subsidiaries being taxed at rates lower than the
federal statutory rate. Management believes future taxable income will be
sufficient to realize the tax benefit of the net deferred tax asset of
$11,420,000.
Subsequent Event:
During December 1996, Boole & Babbage agreed to acquire, subject to certain
conditions, all of the outstanding capital stock of MAXM Systems Corporation
("MAXM") in exchange for 1,137,115 shares, 10% of which are held in escrow, of
Boole & Babbage common stock. The transaction was completed on January 16, 1997
and the Company anticipates that there will be a significant charge in the
quarter ending March 31, 1997 in connection with activities to complete this
acquisition and eliminate redundant facilities and personnel. An estimate of
this charge cannot be made at this time. The transaction will be accounted for
using the pooling method and the Company's consolidated financial statements for
all prior periods will be restated.
LIQUIDITY AND CAPITAL RESOURCES:
The significant sources of cash during 1997 include proceeds from the exercise
of employee stock options of $901,000 and stock purchases through the Employee
Stock Purchase Plan of $828,000. The significant uses of cash during 1997
include the net purchase of short-term investments of $3,249,000; $2,894,000
used by operating activities; $938,000 for internally developed capitalized
software; $791,000 for purchases of furniture, equipment and leasehold
improvements; $601,000 for the purchase of treasury stock; $321,000 for payments
on capital leases; $209,000 for net payments under a line of credit; $26,000 for
investment in long-term equity securities; and $21,000 for payments on notes
payable. Management believes cash flows from operations and existing cash
resources will be adequate to meet its working capital requirements for the
foreseeable future.
11
<PAGE>
BOOLE & BABBAGE, INC.
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibit is filed herewith.
Exhibit
Number Description of Document
------- -----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K.
During the three months ended December 31, 1996, the
Company filed a Current Report on Form 8-K dated
December 10, 1996 under Item 5, Other Events, relating
to the agreement to acquire MAXM Systems Corporation.
12
<PAGE>
BOOLE & BABBAGE, INC. 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.
BOOLE & BABBAGE, INC.
--------------------------
February 11, 1997 \Paul E. Newton\
- ----------------- --------------------------
Paul E. Newton
President and Director
(Principal Executive Officer)
February 11, 1997 \Arthur F. Knapp, Jr.\
- ----------------- --------------------------
Arthur F. Knapp, Jr.
Senior Vice President
Chief Financial Officer
(Principal Financial Officer)
February 11, 1997 \Carla J. Dorow\
- ----------------- --------------------------
Carla J. Dorow
Controller
(Principal Accounting Officer)
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 28,667
<SECURITIES> 27,999
<RECEIVABLES> 123,596
<ALLOWANCES> 1,765
<INVENTORY> 0
<CURRENT-ASSETS> 141,594
<PP&E> 37,665
<DEPRECIATION> 26,187
<TOTAL-ASSETS> 222,229
<CURRENT-LIABILITIES> 84,491
<BONDS> 0
<COMMON> 18
0
0
<OTHER-SE> 103,214
<TOTAL-LIABILITY-AND-EQUITY> 222,229
<SALES> 48,109
<TOTAL-REVENUES> 48,109
<CGS> 0
<TOTAL-COSTS> 8,457
<OTHER-EXPENSES> 41,275
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 350
<INCOME-PRETAX> 8,647
<INCOME-TAX> 2,600
<INCOME-CONTINUING> 6,047
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,047
<EPS-PRIMARY> 0.33
<EPS-DILUTED> 0.33
</TABLE>
