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Previous: CHEYENNE SOFTWARE INC, 10-Q, 1995-11-14 |
Next: MAY DRILLING PARTNERSHIP 1984-2, 10-Q, 1995-11-14 |
<PAGE> 1
FORM 10-Q
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: SEPTEMBER 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
SECURITIES EXCHANGE ACT OT 1934
FOR THE TRANSACTION PERIOD FROM TO .
---------- ----------
COMMISSION FILE NUMBER: 1-13560
CORRECTIONS CORPORATION OF AMERICA
----------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 62-1156308
- --------------------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
102 WOODMONT BLVD., SUITE 800
NASHVILLE, TENNESSEE 37205
- --------------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
(615) 292-3100
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
NONE
- ---------------------------------------------------------------------------
(Former name, address and fiscal year if changed since last report.)
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
----- -----
31,866,202
- -------------------------------------------------------------------------------
(Outstanding shares of the issuer's common stock as of November 1, 1995.)
EXHIBIT INDEX ON PAGE 13
Total number of sequentially numbered pages is 14.
<PAGE> 2
CORRECTIONS CORPORATION OF AMERICA
INDEX
<TABLE>
<CAPTION>
Page
PART I. FINANCIAL INFORMATION: Number
------
<S> <C> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 1995 (Unaudited) and December 31, 1994 3
Consolidated Statements of Operations
Nine months ended September 30, 1995 and 1994
(Unaudited) 4
Consolidated Statements of Operations
Three months ended September 30, 1995 and 1994
(Unaudited) 5
Consolidated Statements of Cash Flows
Nine months ended September 30, 1995 and 1994
(Unaudited) 6-8
Notes to Consolidated Financial Statements
(Unaudited) 9-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities 13
Item 3. Default Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
<PAGE> 3
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1995 1994
----------------- ------------------
ASSETS (Unaudited)
------
<S> <C> <C>
Current assets:
Cash, cash equivalents and restricted cash $ 1,261 $ 4,609
Accounts receivable, less allowance for doubtful accounts of
$0 in 1995 and $50 in 1994 39,191 27,775
Prepaid expenses 1,939 1,551
Deferred taxes 3,374 3,285
Other 1,183 933
------------- --------------
Total current assets 46,948 38,153
------------- --------------
Restricted investments 587 69
Other assets 36,399 10,518
Property and equipment, net 128,992 82,934
Investment in direct financing lease 9,856 10,118
------------- --------------
$ 222,782 $ 141,792
============= ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 17,071 $ 8,768
Accrued salaries and wages 2,676 3,273
Accrued property taxes 1,660 1,462
Other accrued expenses 8,410 5,404
Current portion of long-term debt 14,332 5,759
------------- --------------
Total current liabilities 44,149 24,666
------------- --------------
Long-term debt, net of current portion 64,038 47,984
Deferred taxes 4,156 3,628
Other long-term liabilities 20,656 3,757
------------- --------------
Total liabilities 132,999 80,035
------------- --------------
Commitments and contingencies
Stockholders' equity:
Common stock 15,933 14,845
Additional paid-in capital 62,492 43,353
Retained earnings 12,040 3,866
Treasury stock, at cost (682) (307)
------------- --------------
Total stockholders' equity 89,783 61,757
------------- --------------
$ 222,782 $ 141,792
============= ==============
</TABLE>
3
<PAGE> 4
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Nine months ended
September 30
----------------
1995 1994
---------------- -----------------
<S> <C> <C>
Revenues $ 144,911 $ 109,384
Expenses:
Operating 110,615 87,914
Depreciation and amortization 3,889 3,266
------------- --------------
114,504 91,180
------------- --------------
Contribution from operations 30,407 18,204
Other expenses:
General and administrative 12,640 8,596
Interest, net 2,706 2,568
------------- --------------
15,346 11,164
------------- --------------
Income before income taxes 15,061 7,040
Provision for income taxes 5,897 1,129
------------- --------------
Net income 9,164 5,911
Preferred stock dividends 0 204
-------------- --------------
Net income allocable to common stockholders $ 9,164 $ 5,707
============== ==============
Earnings per share:
Primary $ 0.49 $ 0.38
============== ==============
Fully diluted $ 0.48 $ 0.37
============== ==============
Weighted average shares outstanding:
Primary 18,640 15,160
============== ==============
Fully diluted 19,116 15,484
============== ==============
</TABLE>
4
<PAGE> 5
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended
September 30
-----------------
1995 1994
------------- -------------
<S> <C> <C>
Revenues $ 56,653 $ 38,565
Expenses:
Operating 42,942 31,209
Depreciation and amortization 1,409 1,042
----------- -----------
44,351 32,251
----------- ------------
Contribution from operations 12,302 6,314
Other expenses:
General and administrative 4,803 3,226
Interest, net 1,111 713
----------- ------------
5,914 3,939
----------- ------------
Income before income taxes 6,388 2,375
Provision for income taxes 2,318 178
----------- ------------
Net income 4,070 2,197
Preferred stock dividends 0 0
----------- ------------
Net income allocable to common stockholders $ 4,070 $ 2,197
=========== ============
Earnings per share:
Primary $ 0.21 $ 0.13
=========== ============
Fully diluted $ 0.21 $ 0.13
=========== ============
Weighted average shares outstanding:
Primary 19,299 16,392
=========== ============
Fully diluted 19,457 16,543
=========== ============
</TABLE>
5
<PAGE> 6
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30
-----------------
1995 1994
---------------- ------------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 9,164 $ 5,911
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 4,456 4,296
Deferred income taxes 3,549 0
Loss (gain) on disposal of property and equipment 7 (21)
Changes in assets and liabilities:
Accounts receivable (11,389) (2,803)
Prepaid expenses (388) (363)
Other current assets (250) (255)
Accounts payable 8,303 1,366
Accrued expenses 2,520 1,081
------------ ------------
Net cash provided by operating activities 15,972 9,212
------------ ------------
Cash Flows from Investing Activities:
Increase in restricted and escrow cash (36) (245)
Increase in restricted investments (518) 0
Increase in other assets (27,094) (2,584)
Acquisition of property and equipment (21,847) (17,753)
Proceeds from disposals of property and equipment 45 12
Payments received on direct financing leases 235 215
------------ ------------
Net cash used in investing activities (49,215) (20,355)
------------ ------------
Cash Flows from Financing Activities:
Proceeds from issuance of long-term debt 7,604 11,797
Payments on long-term debt (5,549) (12,871)
Proceeds from short-term borrowings, net 2,416 21
Short-term obligations to be refinanced by long-term debt 17,480 0
Payment of international placement fees (495) 0
Issuance of common stock 8,683 10,660
Payments of stock issuance costs 0 (404)
Payments of dividends on preferred stock 0 (275)
Payments of dividends on common stock 0 (16)
Proceeds from exercise of stock options 350 199
Repurchase of stock warrants (630) 0
------------ ------------
Net cash provided by financing activities 29,859 9,111
------------ ------------
Net decrease in cash (3,384) (2,032)
CASH AND CASH EQUIVALENTS, beginining of period 4,285 7,229
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 901 $ 5,197
============ ============
</TABLE>
6
<PAGE> 7
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30
-----------------
1995 1994
--------------- -------------------
<S> <C> <C>
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest $ 2,843 $ 2,891
============ =============
Income taxes $ 2,516 $ 332
============ =============
Supplemental Schedule of Noncash Investing and Financing
Activities:
The Company intends to finance contruction in progress
through the issuance of long-term debt:
Property and equipment 0 $ 2,307
Other long-term liabilities 0 (2,307)
------------ -------------
0 $ 0
============ =============
The Company acquired property and equipment by
assuming long-term debt:
Property and equipment $ 27,392 $ 0
Long-term debt (27,392) 0
------------ -------------
$ 0 $ 0
============ =============
The Company entered into an international alliance and
equity participation which included the deferral of certain
issuance costs:
Other assets $ 0 $ 3,488
Other accrued expenses 0 (742)
Other long-term liabilities 0 (3,218)
Additional paid -in capital 0 472
------------ -------------
$ 0 $ 0
============ =============
Long-term debt was converted into common stock:
Other assets $ (53) $ 0
Long-term debt 6,700 0
Common stock (444) 0
Additional paid-in capital (6,203) 0
------------ -------------
$ 0 $ 0
============ =============
The Company's redeemable convertible preferred stock
was converted into common stock:
Other assets $ 0 $ (290)
Preferred stock 0 5,000
Common stock 0 (700)
Additional paid-in capital 0 (4,010)
------------ -------------
$ 0 $ 0
============ =============
</TABLE>
7
<PAGE> 8
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30
-----------------
1995 1994
---------------- -----------------
<S> <C> <C>
The Company acquired treasury stock and issued common
stock through the exercise of stock options:
Common stock $ (234) $ (74)
Additional paid-in capital (681) (201)
Retained earnings 540 307
Treasury stock, at cost 375 (32)
------------- ---------------
$ 0 $ 0
============= ===============
</TABLE>
8
<PAGE> 9
CORRECTIONS CORPORATION OF AMERICA AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated balance sheets as of September 30, 1995 and December
31, 1994, the consolidated statements of operations and cash flows for
the nine month periods ended September 30, 1995 and 1994, and the
consolidated statements of operations for the quarters ended September
30, 1995 and 1994 have been prepared by the Company in accordance with
the accounting policies described in its 1994 Annual Report and should
be read in conjunction with the notes thereto.
In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial positions, results of operations and changes in cash flows
at September 30, 1995 and for all periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The results of
operations for the period ended September 30, 1995, are not
necessarily indicative of the operating results for the full year.
2. OTHER ASSETS
On September 28, 1995, the Company acquired all of the assets
associated with the Eden Detention Center in Eden, Texas, from the
former operator for $18,300,000 and assumed management of the
facility. The Company owned the facility temporarily until October
25, 1995, when the assets were then sold to a non-profit corporation.
The non-profit corporation issued 20 year bonds to refinance the
facility. The Company maintains the management of the facility
pursuant to a contract with the city.
3. PROPERTY AND EQUIPMENT, NET
In July 1995, the Company exercised an option to acquire the other 50%
partnership interests in United Concept, Limited partnership ("UCLP").
The Company now owns all 1,000 shares of common stock and first
National Bank of Chicago owns one share of voting preferred stock. In
acquiring all of the common stock the Company acquired property and
equipment of approximately $32,642,000 and the financial results and
operations of UCLP are consolidated into the Company's financial
statements.
4. LONG-TERM DEBT
In March 1995, the Company converted $6,700,000 of convertible
subordinated notes into 443,692 shares of common stock. The notes had
been outstanding since 1989 and had earned 8.5% interest. The
conversion prices ranged from $14.33 to $16.74 and included a
provision which permitted the Company to require conversion after the
stock had a market value of 150% of the conversion price for a
specified period.
In conjunction with the Company acquiring the other 50% of UCLP in
July, 1995, the Company assumed long-term debt of approximately
$27,392,000. The notes bear interest at 10%, with monthly principal
and interest payments, and mature in January 2000.
9
<PAGE> 10
5. OTHER LONG-TERM LIABILITIES
In conjunction with acquiring the assets of Eden Detention Center, the
Company borrowed approximately $18,200,000 from it's credit facility.
The borrowings were paid off in full when the facility was refinanced
with long-term bonds.
6. BUSINESS COMBINATIONS
In April, 1995, the Company acquired Concept, Inc. ("CI"). In August,
1995, the Company acquired Correction Management Affiliates, Inc.
("CMA"), Correctional Services Group, Inc. ("CSG") and Corrections
Partners, Inc. ("CPI"). Both transactions were stock for stock swaps
and both were accounted for as poolings of interest. The Consolidated
Balance Sheets as of September 30, 1995, and December 31, 1994, the
Consolidated Statements of Operations and Cash Flows for the nine
month periods ended September 30, 1995 and 1994, and the Consolidated
Statements of Operations for the quarters ended September 30, 1995 and
1994 have been restated accordingly to reflect the combinations.
7. EQUITY
Subsequent to the end of the quarter the Company announced a
two-for-one stock split to be effected in the form of a stock
dividend. The dividend was distributed on October 31, 1995, to all
shareholders of record on October 17, 1995. The Consolidated Balance
Sheets as of September 30, 1995 and December 31, 1994, do not reflect
the effect of the split.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
REVENUES AND EXPENSES FROM FACILITY OPERATIONS
Revenues for the third quarter and first nine months of 1995 increased
47% and 33%, respectively, over the comparable periods of 1994.
Management revenues increased $17,615,000 and $34,476,000 for the
third quarter and first nine months of 1995, respectively, as compared
to the same periods of 1994, while transportation revenues increased
$473,000 and $1,050,000 for the same relative time periods. The
increase in management revenues was due to compensated mandays
increasing by 21% and 24% for third quarter and first nine months of
1995, respectively, over the comparable periods of 1994. The Company
opened the Metro Juvenile Center in Nashville, Tennessee in the second
quarter of 1994, the Eloy Detention Center in Eloy, Arizona, in the
third quarter of 1994, the Central Arizona Detention Facility in
Florence, Arizona, in the fourth quarter of 1994, the B. M. Moore
Pre-Release Center in Overton, Texas, and the Southwest Indiana
Regional Youth Village in Vincennes, Indiana, in the second quarter of
1995 and the Bay Correctional Facility in Panama City, Florida in the
third quarter of 1995. The Company also realized the full period
effect in 1995 of 1994 expansions to existing facilities. The 23% and
18% increase in transportation revenues for the third quarter and nine
months half of 1995, respectively, over the comparable periods of 1994
was due to a marketing effort resulting in an expanded customer base,
increased staffing and vehicles and therefore increased compensated
mileage.
Operating expenses for the third quarter and first nine months of 1995
increased 38% and 26%, respectively, over the comparable periods of
1994. This was due to the increase in compensated mandays based on the
growth in beds on line and the increase in compensated mileage as
previously mentioned.
Depreciation and amortization, while increasing in dollar amount 35%
and 19% for the third quarter and first nine months of 1995,
respectively, as compared to the same periods in 1994, actually
decreased as a percentage of revenue for both periods.
10
<PAGE> 11
The recent trend in new contracts has resulted in the government
financing and owing the fixed assets while contracting out the
operations with the private sector.
OTHER EXPENSES
General and administrative expenses for the third quarter and first
nine months of 1995 increased 49% and 47% respectively, over the
comparable periods of 1994. Included in the third quarter and first
nine months of 1995, respectively, were expenses of approximately
$210,000 and $910,000 of non-recurring pooling expenses. The growth
in general and administrative expenses has been incurred in order to
manage the new beds being brought on line in 1995 and 1996. The
Company is in the process of bringing 8,276 beds on line over the next
fifteen months. As these facilities open, general and administrative
cost will continue to decrease as a percentage of revenues.
Interest expense, net, increased 56% and 5% for the third quarter and
first nine months of 1995, respectively, as compared to the same
periods in 1994. This is due to the Company incurring debt related to
new facilities opened in 1994 and 1995.
The Company realized the complete utilization of its net operating
loss carryforwards prior to 1995 and, therefore, is subject to the full
statutory tax rates beginning in 1995.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The Company's business is capital intensive. The Company's efforts to
obtain contracts, construct additional facilities, and maintain its
day-to-day operations have required the utilization of cash flow from
operations and the continued acquisition of funds through borrowings
and equity offerings. Thus far, the Company has financed these
activities through the sale of capital stock, subordinated convertible
notes and senior secured debt, through the issuance of taxable and
tax-exempt bonds, by bank borrowings, and by assisting governmental
agencies in the issuance of municipal bonds.
In July, 1995, the Company renegotiated its credit facility with a
bank. The facility provides for borrowings of up to $25,000,000,
requires interest payments to be made quarterly and bears interest, at
the election of the Company, of either the Bank's prime rate or LIBOR
plus 2%, 8.75% and 7.88%, respectively at September 30, 1995. The
facility consists of a working capital line, which includes letters of
credit. In order to facilitate the temporary financing related to the
Eden Detention Center, the Company received a $3,000,000 overline for
the credit facility. As of September 30, 1995, there was $21,180,000
borrowed against the facility and $6,394,000 of letters of credit had
been issued.
In June, 1995, the Company sold 272,500 shares of common stock at
$30.50 per share to Sodexho, S.A., an affiliate of the Company
pursuant to a pre-emptive right under the June 1994 Securities
Purchase Agreement between the Company and Sodexho. The proceeds were
used to finance the expansion of an existing facility.
In July, 1995, the Company and Sodexho entered into an amendment to the
Securities Purchase Agreement. Pursuant to the original Securities
Purchase Agreement Sodexho purchased an option to acquire $20,000,000
of 8.75% convertible subordinated notes exercisable through December
31, 1997. These notes had a conversion price equal to the greater of
(i) 20% over the closing price of the Company's Common Stock on the
day prior to the closing of such purchase or (ii) $18.00. Under that
Agreement, the Company had the right, at its option to limit this
purchase to $10,000,000 in 1995, $5,000,000 in 1996 and $5,000,000 in
1997. The Securities Purchase Agreement, as amended, provides that
the notes when issued will bear interest at a rate of LIBOR plus 135
basis points and will have a conversion price of $27.30. Under the
amended Agreement, Sodexho may purchase $10,000,000 of the notes after
September 30, 1995 and before December 31, 1997 and the remaining
$10,000,000 of the notes after February 15, 1996 and before December
31, 1997.
11
<PAGE> 12
Future expansion and the acquisition and construction of additional
facilities may require further financing, the form of which will vary
depending upon prevailing market and other conditions. The trend in
growth opportunities has been a movement towards the government
financing and owning the fixed assets while contracting out the
operations with the private sector.
Management believes that cash flow from operations, borrowing capacity
and access to alternative financing techniques are adequate to meet
its future financial requirements.
12
<PAGE> 13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
On October 3, 1995, the Company authorized a 2-for-1 stock
split, paid in the form of a one-share dividend for every
share of common stock held by stockholders of record on
October 17, 1995. As a result of the stock split, the
Company's publicly traded warrants were amended to provide
that each warrant entitles the holder thereof to purchase
two shares of the Company's common stock for an exercise
price of $8.50. The dividend was paid on October 31, 1995.
Item 3. Default Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a) 27 Financial Data Schedule (for SEC use only)
b) A current report on Form 8-K dated August 31, 1995,
reporting the acquisition of Correction Management
Affiliates, Inc., Correctional Services Group, Inc.
and Corrections Partners, Inc. in a business
combination accounted for as a pooling-of-interest,
was filed during the quarter for which this quarterly
report is filed.
A current amended report on Form 8-K/A dated July 10,
1995, reporting the acquisition of Concept, Inc., was
filed during the quarter for which this quarterly
report is filed.
13
<PAGE> 14
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.
CORRECTIONS CORPORATION OF AMERICA
----------------------------------
(Registrant)
November 14, 1995 /s/ Darrell K. Massengale
- -------------------------------------------- ------------------------------
(Date) Darrell K. Massengale
Treasurer
(Principal Accounting Officer)
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CORRECTIONS CORPORATION OF AME FOR THE NINE MONTHS
ENDED SEPTEMBER 30, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<EXCHANGE-RATE> 1
<CASH> 1,261
<SECURITIES> 0
<RECEIVABLES> 39,191
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 46,948
<PP&E> 128,992
<DEPRECIATION> 0
<TOTAL-ASSETS> 222,782
<CURRENT-LIABILITIES> 44,149
<BONDS> 64,038
<COMMON> 15,933
0
0
<OTHER-SE> 73,850
<TOTAL-LIABILITY-AND-EQUITY> 222,782
<SALES> 0
<TOTAL-REVENUES> 144,911
<CGS> 0
<TOTAL-COSTS> 114,504
<OTHER-EXPENSES> 12,640
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,706
<INCOME-PRETAX> 15,061
<INCOME-TAX> 5,897
<INCOME-CONTINUING> 9,164
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,164
<EPS-PRIMARY> .49
<EPS-DILUTED> .48
</TABLE>
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