<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________________________
Commission file number 1-10233 _______________________________________
MAGNETEK, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3917584
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
26 Century Blvd.
Nashville, Tennessee 37214
(Address of principal executive offices)
(Zip Code)
(615) 316-5100
(Registrant's telephone number, including area code)
____________________________________________________
(Former name, former address and former 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
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of Registrant's Common Stock, as of
May 4th, 1998: 31,464,975 shares.
<PAGE>
PART I. FINANCIAL INFORMATION
In the opinion of management, the accompanying condensed consolidated
financial statements contain all adjustments necessary to fairly present the
financial position as of March 31, 1998 and the results of operations and
cash flows for the three-month and nine-month periods ended March 31, 1998
and 1997. It is suggested that these condensed consolidated financial
statements be read in conjunction with the consolidated financial statements
and notes included in the Company's latest annual report on Form 10-K.
Results for the three-months and nine-months ended March 31, 1998 are not
necessarily indicative of results which may be experienced for the full
fiscal year.
<PAGE>
ITEM 1
MAGNETEK, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1998 and JUNE 30, 1997
(amounts in thousands)
<TABLE>
<CAPTION>
ASSETS March 31 June 30
- ------ ----------- --------
(unaudited)
<S> <C> <C>
Current assets:
Cash $ 2,885 $ 6,138
Accounts receivable 195,581 191,011
Inventories 198,839 181,014
Prepaid expenses and other 44,958 28,976
----------- --------
Total current assets 442,263 407,139
----------- --------
Property, plant and equipment 443,316 407,997
Less-accumulated depreciation
and amortization 255,480 231,627
----------- --------
187,836 176,370
----------- --------
Goodwill 29,305 30,741
Deferred financing costs,
intangible and other assets 36,909 40,298
----------- --------
Total Assets $696,313 $654,548
----------- --------
----------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $116,717 $ 97,060
Accrued liabilities 111,741 119,755
Current portion of long-term debt 2,014 3,109
----------- --------
Total current liabilities 230,472 219,924
----------- --------
Long-term debt, net of current portion 207,414 240,836
Other long-term obligations 66,757 71,273
Deferred income taxes 20,784 20,292
Commitments and contingencies
Stockholders' equity
Common stock 312 282
Other 170,574 101,941
----------- --------
Total stockholders' equity 170,886 102,223
----------- --------
Total Liabilities and
Stockholders' Equity $696,313 $654,548
----------- --------
----------- --------
</TABLE>
See accompanying notes
<PAGE>
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE THREE MONTHS ENDED
March 31, 1998 and 1997
(amounts in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Net sales $303,215 $301,391
Cost of sales 245,340 236,719
-------- --------
Gross profit 57,875 64,672
Selling, general and administrative 37,577 41,048
-------- --------
Income from operations 20,298 23,624
Interest expense 3,901 6,953
Other expense, net 551 1,077
-------- --------
Income before provision for
income taxes and extraordinary item 15,846 15,594
Income taxes 5,705 6,396
-------- --------
Income before extraordinary item 10,141 9,198
Extraordinary item (net of taxes) - ( 170)
-------- --------
Net income $10,141 $9,028
-------- --------
-------- --------
Earnings per common share
Basic:
Income before extraordinary item $0.33 $0.36
Extraordinary item - (0.01)
-------- --------
Net income $0.33 $0.35
-------- --------
-------- --------
Diluted:
Income before extraordinary item $0.32 $0.32
Extraordinary item - -
-------- --------
Net income $0.32 $0.32
-------- --------
-------- --------
</TABLE>
See accompanying notes
<PAGE>
ITEM 1 (Continued)
MAGNETEK, INC.
CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE NINE MONTHS ENDED
MARCH 31, 1998 and 1997
(amounts in thousands except per share data)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
-------- --------
<S> <C> <C>
Net sales $888,209 $886,508
Cost of sales 714,613 711,454
-------- --------
Gross profit 173,596 175,054
Selling, general and administrative 117,519 117,661
-------- --------
Income from operations 56,077 57,393
Interest expense 12,515 21,682
Other expense, net 1,991 3,211
-------- --------
Income before provision for
income taxes and extraordinary item 41,571 32,500
Income taxes 14,966 13,231
-------- --------
Income before extraordinary item $26,605 $19,269
Extraordinary item (net of taxes) - ( 170)
-------- --------
Net income 26,605 19,099
-------- --------
-------- --------
Earnings per common share
Basic:
Income before extraordinary item $0.88 $0.75
Extraordinary item (net of taxes) - (0.01)
-------- --------
Net income $0.88 $0.74
-------- --------
-------- --------
Diluted:
Income before extraordinary item $0.85 $0.71
Extraordinary item - -
-------- --------
Net income $0.85 $0.71
-------- --------
-------- --------
</TABLE>
See accompanying notes
<PAGE>
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 26,605 $ 19,099
Adjustments to reconcile income to net cash
provided by operating activities:
Depreciation and amortization 29,422 28,987
Changes in operating assets and liabilities (32,971) 15,384
-------- --------
Total adjustments ( 3,549) 44,371
-------- --------
Net cash provided by operating activities: 23,056 63,470
-------- --------
Cash flows from investing activities:
Proceeds from sale of businesses and assets 294 2,017
Capital expenditures (41,753) (25,111)
Other investments 4,865 ( 1,329)
--------- ---------
Net cash used in investing activities (36,594) (24,423)
--------- ---------
Cash flows from financing activities:
Proceeds from issuance of common stock 5,314 3,250
Borrowing (repayment) of bank
and other long-term obligations 5,073 (37,936)
Increase in deferred financing costs ( 102) ( 225)
--------- ---------
Net cash provided by (used in) financing activities; 10,285 (34,911)
--------- ---------
Net increase (decrease) in cash $( 3,253) $ 4,136
Cash at the beginning of period 6,138 871
--------- ---------
Cash at the end of period $ 2,885 $ 5,007
--------- ---------
--------- ---------
</TABLE>
(continued on next page)
<PAGE>
ITEM 1 (continued)
MAGNETEK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE NINE MONTHS ENDED MARCH 31, 1998 AND 1997
(amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
1998 1997
------- -------
<S> <C> <C>
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest $12,152 $17,594
Income Taxes $ 1,226 $ 1,552
</TABLE>
(see accompanying notes)
<PAGE>
ITEM 1 (continued)
MAGNETEK, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(All dollar amounts are in the thousands)
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
FISCAL PERIOD - The Company uses a fifty-two, fifty-three week fiscal
year. Fiscal periods end on the Sunday nearest the end of the month. For
clarity of presentation, all periods are presented as if they ended on the
last day of the calendar period. The three-month and nine-month periods
ended March 31, 1998 and 1997 each contained thirteen weeks and thirty
nine weeks respectively.
PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
include the accounts of MagneTek, Inc. and its subsidiaries (the Company).
All significant inter-company accounts and transactions have been
eliminated.
USE OF ESTIMATES - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and the accompanying notes. Actual results could
differ from these estimates.
EARNINGS PER SHARE - In 1997, the Financial Accounting Standards Board
issued statement of Financial Accounting Standards No. 128, Earnings per
share. Statement 128 replaced the previously reported primary and fully
diluted earnings per share with basic and diluted earnings per share.
Unlike primary earnings per share, basic earnings per share excludes any
dilutive effects of options, warrants and convertible securities. Diluted
earnings per share is very similar to the previously reported fully
diluted earnings per share. All earnings per share amounts for all
periods have been presented, and where necessary, restated to conform to
the Statement 128 requirements.
2. INVENTORIES
Inventories at March 31, 1998 and June 30, 1997 consist of the following:
<TABLE>
<CAPTION>
March 31 June 30
-------- --------
<S> <C> <C>
Raw materials and stock parts $ 64,564 $ 55,584
Work-in-process 42,199 40,343
Finished goods 92,076 85,087
-------- --------
$198,839 $181,014
-------- --------
-------- --------
</TABLE>
<PAGE>
3. REPOSITIONING COSTS
In connection with a major repositioning program approved by the Company's
Board of Directors, certain reserves were established and charges recorded
in the year ended June 30, 1996. These charges were associated with a
variety of repositioning actions and included severance, termination
benefits and asset write-downs related to facility closures. Reserves
were also established for estimated increases in warranty (primarily
related to the electronic ballast product line) and other costs. Charges
recorded in connection with these reserves and asset write-downs related
primarily to the Lighting Products segment and aggregated $79,717.
The net cash outlays related to those reserves for the third quarter of
fiscal 1998 were $4,700 of which $700 related to warranty, and $4,000 in
severance and termination benefits. Through the first nine months of
fiscal 1998, approximately $10,400 of net cash outlays have been expended
against these reserves of which $2,800 related to warranty, $7,100 in
severance and termination benefits and $500 in plant and other
repositioning charges. The Company does not anticipate total cash outlays
associated with these reserves to exceed $20,000 in fiscal 1998.
4. LONG TERM DEBT AND BANK BORROWING ARRANGEMENTS
The Company has an agreement with a group of banks (Bank Loan Agreement)
that have committed to lend up to $350,000 under a revolving loan facility
through June, 2002. Borrowings under the credit facility bear interest at
the bank's prime lending rate or, at the Company's option, the London
Interbank Offered Rate plus five-eighths percent. These rates may be
reduced or increased based upon the level of certain debt-to-cash flow
ratios.
In September, 1997, holders of the Company's 8% Convertible Subordinated
Notes converted $39,590 face value of Notes into 2,471,898 shares of
common stock as a result of a call of the Convertible Notes by the Company
(representing the entire remaining balance of the Notes).
<PAGE>
5. COMMITMENTS AND CONTINGENCIES
The Company and certain of its subsidiaries have been named as defendants
in a suit filed by Cooper Industries, Inc. ("Cooper"), alleging breach of
the 1986 agreement by which the Company acquired certain businesses from
Cooper. At issue in the litigation is the question of which party has
responsibility in connection with pending lawsuits (the "lawsuits")
involving numerous plaintiffs who allege injurious exposure to asbestos
contained in products manufactured by current or former subsidiaries and
divisions of Cooper. Cooper claims that the Company is obligated to
defend and indemnify Cooper in connection with the lawsuits. The Company
has denied that it is obligated under the agreement to defend and
indemnify Cooper in connection with the lawsuits, and has filed a
counterclaim asserting that Cooper is obligated under the agreement to
defend and indemnify the Company in connection with the lawsuits and that
certain insurance coverage available to Cooper should be applied to the
lawsuits. The Company and Cooper are engaged in settlement discussions.
In 1994, the Company sold the assets of one of its subsidiaries to Patriot
Sensors and Controls ("Patriot") pursuant to an agreement which provides
that the parties would share responsibility for most of the lawsuits over
a five year period, with Patriot bearing full responsibility for the
lawsuits thereafter. Patriot has stated that it may be financially unable
to perform its indemnification obligations with respect to the lawsuits.
Patriot has filed a suit against the Company, alleging that the Company
breached certain obligations concerning the costs of defending and
settling some of the lawsuits. The Company and Patriot are engaged in
settlement discussions.
Due to (i) the early stage of the Cooper litigation and the Patriot
litigation, (ii) the potential that Patriot may or may not perform some or
all of its indemnification obligations to the Company, and (iii) the
ongoing review of strategies and defenses available to the Company in the
lawsuits, it is difficult to predict the outcome of the foregoing legal
proceedings. However, management of the Company does not believe that the
financial impact of the foregoing legal proceedings will be material.
<PAGE>
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
THREE MONTHS ENDED MARCH 31, 1998 VS. 1997
NET SALES AND GROSS PROFIT.
MagneTek's net sales for the third quarter of fiscal 1998 were $303.2
million, a .6% increase from the third quarter of fiscal 1997 at $301.4
million. Revenue comparisons continue to be impacted by deterioration of
the lira and deutschmark versus the dollar. Excluding the effect of
currency translation, sales for the three months would have increased 2.2%
from the year earlier third quarter. Sales in the Lighting Products
segment declined 4.8% due to reduced sales of magnetic and electronic
fluorescent ballasts as well as foreign currency translation. High
intensity discharge (HID) ballast sales increased. Motors and Controls
segment sales increased 3.8%. Generators, direct current motors and
commercial fractional products improved over the prior year. Residential
fractional horsepower motor sales declined from the earlier three month
period. Net sales for the Power Supplies segment increased 5.8%.
European sales of power supplies were adversely impacted by currency
conversion (lira) to U.S. dollars. Adjusting for currency differences,
power supplies sales would have increased approximately 12%.
The Company's gross profit decreased to $57.9 million (19.1% of net sales)
in the third quarter of fiscal 1998 from $64.7 million (21.5% of net
sales) in the third quarter of fiscal 1997. Lighting Products gross
profits declined as the combination of transition costs from its
Mendenhall, Mississippi plant, start-up expense at its Mexican facilities
and a competitive pricing environment contributed to lower gross profit
levels. Within Motors and Controls, overall gross profits were modestly
down. Although gross profit levels for drive products and generators
increased, fractional and integral gross profits were reduced from the
year earlier period. Power supplies gross profits were negatively
impacted by currency declines and start-up costs as additional capacity is
being established in Huntsville, Alabama and lower cost Hungarian
facilities.
OPERATING EXPENSES.
Selling, general and administrative (SG&A) expense was $37.6 million
(12.4% of net sales) in the third quarter of fiscal 1998 versus $41.0
million (13.6% of net sales) in the third quarter of fiscal 1997. Versus
the year earlier period, lower costs were incurred for stock price based
compensation agreements, personnel procurement and relocation and
advertising.
<PAGE>
INTEREST AND OTHER EXPENSE.
Interest expense of $3.9 million in the third quarter of fiscal 1998
compared to $7.0 million in the third quarter of fiscal 1997. The reduced
expense reflects the elimination of the Company's 10-3/4% Senior
Subordinated debt, the conversion to common stock of the 8% Convertible
Debentures and moderately lower interest rates. Other expense of $.6
million in the third quarter of fiscal 1998 declined from $1.1 million in
the third quarter of fiscal 1997 due to lower amortization of deferred
financing costs.
NET INCOME.
The Company recorded an after-tax profit of $10.1 million in the third
quarter of fiscal 1998 versus an after-tax profit of $9.0 million in the
third quarter of fiscal 1997. The tax provision in the third quarter of
fiscal 1998 was $5.7 million (36% effective tax rate) compared to $6.4
million (41% effective tax rate) in the third quarter of fiscal 1997. The
lower effective tax rate primarily reflects tax deductions associated with
re-positioning reserves for which no tax benefit was previously recorded.
The Company expects this lower rate to continue throughout the year.
<PAGE>
ITEM 2
MANAGEMENT DISCUSSION
RESULTS OF OPERATIONS:
NINE MONTHS ENDED MARCH 31, 1998 VS. 1997
NET SALES AND GROSS PROFIT.
Net sales for MagneTek for the first nine months of fiscal 1998 were
$888.2 million, compared to $886.5 million of sales in the first nine
months of fiscal 1997. Sales in the Lighting Products segment declined
6.9%. Reduced revenues in magnetic and electronic ballasts were partially
offset by increased sales in high intensity discharge ballasts.
Competitive pricing and currency translation contributed to the decline.
Motors & Controls segment sales increased 7.0%. Generators, drives
products, direct current motors, commercial fractional and integral motors
improved. Residential fractional horsepower motors declined moderately.
Power Supplies segment sales declined 1.0% from the year earlier quarter.
In the absence of foreign currency translation issues, revenues for the
period increased 6.9%.
Gross profits declined to $173.6 million (19.5% of net sales) in the first
nine months of fiscal 1998, from $175.1 million (19.7% of net sales) in
the first nine months of fiscal 1997. Gross profit levels increased in
the Motors and Controls segment due to increased generator, drives and
direct current motor volume. Fractional horsepower motor margins softened
due to lower residential fractional horsepower sales and transition costs
associated with continued migration of various motor products to Mexico.
Lighting Products segment gross profits were lower than the year earlier
period due to lower revenues, competitive price pressure and manufacturing
consolidation related costs. Gross profits for the Power Supplies segment
were slightly unfavorable to the third quarter of fiscal 1997, due
primarily to costs associated with product line relocations in North
America. European results while flat in dollar denominated results,
reflect the negative impact of currency translation.
OPERATING EXPENSES.
Selling, general and administrative (SG&A) expense was $117.5 million
(13.2% of net sales) in the first nine months of fiscal 1998 versus $117.7
million (13.3% of net sales) in the first nine months of fiscal 1997.
While overall spending for the first nine months was consistent with the
year earlier period, investments in systems enhancements, quality programs
and the Company's Asia / Pacific initiatives continue. These expenses
have been offset by lower costs in stock based compensation expense,
pension costs and retiree welfare benefits.
<PAGE>
INTEREST AND OTHER EXPENSES.
Interest expense was $12.5 million in the first nine months of fiscal 1998
compared to $21.7 million in the first nine months of fiscal 1997. The
Company's earlier extinguishment of its Senior Subordinated debt in fiscal
1997 and conversion of its Convertible Notes into equity in fiscal 1997
and the first quarter of fiscal 1998 has substantially reduced interest
expense. Lower amortization of deferred financing resulted in other
expense of $2.0 million in the first nine months of fiscal 1998 compared
to $3.2 million incurred in the year earlier period.
NET INCOME.
The Company recorded an after-tax profit of $26.6 million in the first
nine months of fiscal 1998 compared to an after-tax profit of $19.1
million in the first nine months of fiscal 1997. The tax provision in the
first nine months of fiscal 1998 was $15.0 million (36% effective tax
rate) versus $13.2 million (40.7% effective tax rate) in the year earlier
period. Lower tax rates reflect the tax deductions associated with
repositioning revenues for which no tax benefit was previously recorded.
The Company anticipates this tax rate to continue throughout the year.
LIQUIDITY AND CAPITAL RESOURCES:
In the fourth quarter of fiscal 1997, the Company amended its Bank Loan
Agreement to provide up to $350 million under a revolving loan facility through
June, 2002. Currently, the credit facility bears interest at the bank's prime
lending rate or, at the London Interbank Offered rate plus five-eighths of one
percent. As of March 31, 1998, the Company had approximately $140 million of
available borrowings under the Bank Loan Agreement. At present, the Bank Loan
Agreement provides both short term working capital availability and longer term
financing needs for the Company.
In the second quarter of fiscal 1998, the Company sold its investment in Power
Integration through an initial public offering, receiving approximately $5.2
million of cash.
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Part I, Item 1, Note 5.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Computation of per share earnings
(b) Reports on Form 8-K
None
<PAGE>
ITEM 6. EXHIBIT (a)- Computation of per share earnings
<TABLE>
<CAPTION>
FISCAL YEAR FISCAL YEAR
------------------------ -----------------------
3Q 3Q YTD YTD
1998 1997 1998 1997
--------- -------- --------- ---------
<S> <C> <C> <C> <C>
(in thousands, except per share amounts)
BASIC
Weighted average shares outstanding 31,101 25,632 30,162 25,603
EARNINGS:
Income before extraordinary item $ 10,141 $ 9,198 $ 26,605 $ 19,269
Extraordinary item (net of taxes) - (170) (170)
--------- -------- --------- ---------
Net Income $ 10,141 $ 9,028 $ 26,605 $ 19,099
PER SHARE EARNINGS:
Income before extraordinary item $ 0.33 $ 0.36 $ 0.88 $ 0.75
Extraordinary item - (0.01) - (0.01)
--------- -------- --------- ---------
Net Income $ 0.33 $ 0.35 $ 0.88 $ 0.74
--------- -------- --------- ---------
--------- -------- --------- ---------
DILUTED:
Weighted average shares outstanding 31,101 25,632 30,162 25,603
Dilutive stock options based upon 799 716 1,093 455
the treasury stock method using the
average market price.
Effect of Convertible debt to equity - 4,687 761 4,687
--------- -------- --------- ---------
Total diluted shares outstanding 31,900 31,035 32,016 30,745
EARNINGS:
Income before extraordinary item $ 10,141 $ 9,198 $ 26,605 $ 19,269
Add: Interest savings on Convertible
debt after tax 0 889 466 2,668
--------- -------- --------- ---------
Adjusted income before
extraordinary item $ 10,141 $ 10,087 $ 27,071 $ 21,937
Extraordinary item (net of taxes) - (170) - (170)
--------- -------- --------- ---------
Net income $ 10,141 $ 9,917 $ 27,071 $ 21,767
PER SHARE EARNINGS:
Income before extraordinary item $ 0.32 $ 0.32 $ 0.85 $ 0.71
Extraordinary item - - - -
--------- -------- --------- ---------
Net income $ 0.32 $ 0.32 $ 0.85 $ 0.71
</TABLE>
<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.
MAGNETEK, INC.
(Registrant)
Date: May 4, 1998 ________________________________
David P. Reiland
Executive Vice President
and Chief Financial Officer
(Duly authorized officer of the
registrant and principal
financial officer)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> MAR-31-1998
<CASH> 2,885
<SECURITIES> 0
<RECEIVABLES> 200,979
<ALLOWANCES> 5,398
<INVENTORY> 198,839
<CURRENT-ASSETS> 442,263
<PP&E> 443,316
<DEPRECIATION> 255,480
<TOTAL-ASSETS> 696,313
<CURRENT-LIABILITIES> 230,472
<BONDS> 207,414
0
0
<COMMON> 312
<OTHER-SE> 170,574
<TOTAL-LIABILITY-AND-EQUITY> 696,313
<SALES> 888,209
<TOTAL-REVENUES> 888,209
<CGS> 714,613
<TOTAL-COSTS> 714,613
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,515
<INCOME-PRETAX> 41,571
<INCOME-TAX> 14,966
<INCOME-CONTINUING> 26,605
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,605
<EPS-PRIMARY> .88
<EPS-DILUTED> .85
</TABLE>
