<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended: July 29, 1995
-----------------------------------
Commission File Number: 0-17586
-------------------------------------------
STAPLES, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 04-2896127
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
100 Pennsylvania Avenue, Framingham, MA 01701-9328
----------------------------------------------------
(Address of principal executive office and zip code)
508-370-8500
---------------------------------------------------
(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 No
---------- ----------
The registrant had 104,708,453 shares of Common Stock, par value $.0006,
outstanding as of August 29, 1995.
<PAGE> 2
FORM 10-Q
STAPLES, INC.
JULY 29, 1995
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Consolidated Balance Sheets ............................... 3
Consolidated Statements of Income ......................... 4
Consolidated Statements of Cash Flows...................... 5
Notes to Consolidated Financial Statements................. 6
Management's Discussion and Analysis of Financial
Condition and Results of Operations..................... 7-9
Part II.................................................... 10
Signature.................................................. 11
</TABLE>
Page 2
<PAGE> 3
STAPLES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
July 29,
1995 January 28,
(Unaudited) 1995
------------- -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents.................................... $ 29,922 $ 41,810
Short-term investments....................................... 20,967 29,204
Merchandise inventories...................................... 571,466 463,493
Receivables, net............................................. 109,280 75,910
Prepaid expenses and other current assets.................... 33,299 29,316
---------- ----------
TOTAL CURRENT ASSETS....................................... 764,934 639,733
PROPERTY AND EQUIPMENT:
Land and building............................................ 18,713 18,482
Leasehold improvements....................................... 142,758 124,000
Equipment.................................................... 121,159 97,139
Furniture and fixtures....................................... 61,012 53,325
---------- ----------
TOTAL PROPERTY AND EQUIPMENT............................... 343,642 292,946
Less accumulated depreciation and amortization............... 102,560 80,301
---------- ----------
NET PROPERTY AND EQUIPMENT................................. 241,082 212,645
OTHER ASSETS:
Lease acquisition costs, net of amortization................. 40,794 41,470
Investment in affiliates..................................... 29,091 23,733
Goodwill, net of amortization................................ 75,874 70,144
Other........................................................ 20,558 20,729
---------- ----------
TOTAL OTHER ASSETS......................................... 166,317 156,076
---------- ----------
$1,172,333 $1,008,454
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable............................................. $ 260,473 $ 212,341
Accrued expenses and other current liabilities............... 112,448 131,740
Debt maturing within one year................................ 8,036 6,257
---------- ----------
TOTAL CURRENT LIABILITIES.................................. 380,957 350,338
LONG-TERM DEBT................................................. 224,330 134,387
OTHER LONG-TERM OBLIGATIONS.................................... 25,751 23,739
CONVERTIBLE DEBENTURES......................................... 0 115,000
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value-authorized 5,000,000 shares;
no shares issued............................................
Common stock, $.0006 par value-authorized 200,000,000 shares;
issued 104,660,058 shares at July 29, 1995 and 94,240,655
shares at January 28, 1995 (Note A)......................... 63 54
Additional paid-in capital................................... 451,361 314,544
Cumulative foreign currency translation adjustments.......... (51) (2,205)
Unrealized gain (loss) on short-term investments............. 42 (93)
Retained earnings............................................ 90,226 73,036
Less: 24,948 shares of treasury stock, at cost............... (346) (346)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY................................. 541,295 384,990
---------- ----------
$1,172,333 $1,008,454
========== ==========
</TABLE>
See notes to consolidated financial statements.
Note A - The effect of the three-for-two stock split effected as a stock
dividend and distributed on July 24, 1995, has been retroactively
reflected in the number of shares of common stock outstanding as of
July 29, 1995 and January 28, 1995. See Note 2 to the Notes to the
Consolidated Financial Statements.
Page 3
<PAGE> 4
STAPLES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
13 Weeks Ended 26 Weeks Ended
-------------------------- ----------------------------
July 29, July 30, July 29, July 30,
1995 1994 1995 1994
--------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Sales............................................. $604,975 $385,820 $1,273,770 $783,350
Cost of goods sold and occupancy costs............ 465,501 295,227 983,914 605,336
----------- ---------- ---------- ----------
GROSS PROFIT.................................. 139,474 90,593 289,856 178,014
Operating expenses:
Operating and selling........................... 92,889 63,132 199,006 126,885
Pre-opening..................................... 1,094 1,259 2,056 1,996
General and administrative...................... 23,198 16,290 46,479 30,526
Amortization of goodwill........................ 472 0 844 0
----------- ---------- ---------- ----------
TOTAL OPERATING EXPENSES...................... 117,653 80,681 248,385 159,407
----------- ---------- ---------- ----------
OPERATING INCOME ............................. 21,821 9,912 41,471 18,607
Other income (expense):
Interest expense, net........................... (4,769) (1,417) (8,690) (2,274)
Gain on sale of investment...................... 0 0 0 1,149
Merger related expense ........................ 0 0 0 (2,150)
Other .......................................... 80 688 15 1,532
----------- ---------- ---------- ----------
TOTAL OTHER INCOME (EXPENSE).................. (4,689) (729) (8,675) (1,743)
----------- ---------- ---------- ----------
INCOME BEFORE EQUITY IN LOSS OF
AFFILIATES AND INCOME TAXES................. 17,132 9,183 32,796 16,864
Equity in loss of affiliates..................... (2,572) (3,745) (5,324) (6,091)
----------- ---------- ---------- ----------
INCOME BEFORE INCOME TAXES..................... 14,560 5,438 27,472 10,773
Income tax expense ............................... 5,541 2,155 10,576 4,205
----------- ---------- ---------- ----------
NET INCOME .................................... $9,019 $3,283 $16,896 $6,568
=========== ========== ========== ==========
Net income per common share....................... $0.09 $0.04 $0.17 $0.07
=========== ========== ========== ==========
Number of shares used in computing
net income per common share.................... 101,360,445 91,424,250 99,759,975 91,064,250
=========== ========== ========== ==========
</TABLE>
See notes to consolidated financial statements.
Page 4
<PAGE> 5
STAPLES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLAR AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
(Unaudited)
26 Weeks Ended
-----------------------------
July 29, July 30,
1995 1994
------------ -----------
<S> <C> <C>
Operating Activities:
Net income .................................................. $ 16,896 $ 6,568
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization................................ 24,521 12,955
Equity in loss of affiliates................................. 5,324 6,091
Increase in assets:
Merchandise inventories ................................... (105,542) (85,663)
Receivables ............................................... (33,179) (10,257)
Prepaid expenses and other assets.......................... (9,496) (13,136)
Increase in accounts payable, accrued
expenses and other current liabilities...................... 26,771 30,456
Increase in other long-term obligations...................... 1,940 1,532
--------- ---------
(89,661) (58,022)
--------- ---------
NET CASH USED IN OPERATING ACTIVITIES......................... (72,765) (51,454)
INVESTING ACTIVITIES:
Acquisition of property and equipment......................... (49,680) (36,973)
Proceeds from sales and maturities of short-term investments.. 8,135 11,452
Purchase of short-term investments............................ (349) 0
Investment in affiliates...................................... (9,634) (7,637)
Acquisition of lease rights................................... (805) (10,335)
Other ........................................................ 2,657 (1,145)
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES......................... (49,676) (44,638)
FINANCING ACTIVITIES:
Proceeds from sale of capital stock........................... 19,193 2,569
Proceeds from borrowings...................................... 972,500 269,000
Payments on borrowings........................................ (881,222) (208,838)
--------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES..................... 110,471 62,731
Effect of exchange rate changes on cash....................... 82 0
NET DECREASE IN CASH AND CASH EQUIVALENTS...................... (11,888) (33,361)
Cash and cash equivalents at beginning of period............... 41,810 37,976
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD..................... $ 29,922 $ 4,615
========= =========
</TABLE>
See notes to consolidated financial statements.
Page 5
<PAGE> 6
STAPLES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 - Basis of Presentation
------------------------------
The accompanying interim unaudited consolidated financial statements
include the accounts of Staples, Inc. and its wholly owned subsidiaries (the
"Company"). All intercompany accounts and transactions are eliminated in
consolidation.
These financial statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they
do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, such interim statements reflect all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial position and the results of operations and cash flows for the interim
periods presented. The results of operations for the interim period are not
necessarily indicative of the results to be expected for the full year. These
financial statements should be read in conjunction with the audited
consolidated financial statements and footnotes included in the Company's
Annual Report on Form 10-K dated April 27, 1995 for the year ended January 28,
1995.
Note 2 - Computation of Earnings Per Share
------------------------------------------
On June 29, 1995, the Board of Directors approved a three-for-two stock split
of the Company's common stock to be effected in the form of a 50% dividend.
This distribution was made on July 24, 1995 and was payable to shareholders of
record as of July 14, 1995. The consolidated financial statements have been
retroactively restated to give effect to this stock split.
Average common and common equivalent shares utilized in computing earnings per
share include approximately 3,303,000 and 2,219,000 shares for the quarters
ended July 29, 1995 and July 30, 1994, respectively, as a result of applying
the treasury stock method to outstanding stock options. The number of shares
used in the earnings per share computation for the quarter ended July 30, 1994
as previously reported has been retroactively adjusted to reflect the
three-for-two split of the Company's common stock in October, 1994 and July,
1995.
Note 3 - Conversion of Convertible Debentures
---------------------------------------------
By June 30, 1995, all of the Company's $115,000,000 of 5% Convertible
Subordinated Debentures due on November 1, 1999, other than Debentures in an
aggregate amount of $184,000, were converted into 8,611,200 shares of common
stock at a conversion price of $13.33 per share. The total principal amount
converted was credited to common stock and additional paid-in capital, net of
unamortized expenses of the original debt issue and accrued but unpaid
interest. The remaining $184,000 of Debentures were redeemed on July 10, 1995
for a total redemption price of $192,359. The Company sold 9,200 shares
pursuant to a standby underwriting agreement to fund the purchase price. There
was no impact on the calculation of earnings per share for the three and six
months ended July 29, 1995 from the conversion.
Page 6
<PAGE> 7
STAPLES, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
---------------------
Sales. Sales increased 57% to $604,975,000 in the quarter ended July 29, 1995
from $385,820,000 in the quarter ended July 30, 1994 and increased 63% to
$1,273,770,000 for the six months ended July 29, 1995 compared to $783,350,000
for the six months ended July 30, 1994. This growth is attributable to an
increase in the number of open stores, increased sales in existing stores and
increased sales in the delivery and contract stationer segments. In addition,
the three and six months ended July 29, 1995 include the results of The
Business Depot, Ltd. ("Business Depot"), D.A. MacIsaac, Inc. and Philadelphia
Stationers, Inc., which were acquired under the purchase method of accounting
during the year ended January 28, 1995. The three months ended July 29, 1995
includes the acquisition of Macauley's Business Resources, Inc., which was
acquired under the purchase method of accounting. Due to the date of
acquisition, the results for these companies are not included in the
consolidated results for the three and six months ended July 30, 1994.
Comparable store and delivery hub sales (which represent a comparison of sales
between corresponding full months in the periods compared) for the quarter
ended July 29, 1995 increased 18% over the quarter ended July 30, 1994, and
increased 20% for the six months ended July 29, 1995 versus the six months
ended July 30, 1994. Comparable sales for the Company's contract stationers
increased 31% for the three months ended July 29, 1995 versus the three months
ended July 30, 1994 (comparable sales data is not available for the six months
ended July 29, 1995 versus July 30, 1994 because the Company first entered this
business segment in the first quarter of fiscal 1994). The Company had 386
stores open as of July 29, 1995 compared to 269 stores as of July 30, 1994 and
350 stores open as of January 28, 1995.
Gross Profit. Gross profit as a percentage of sales was 23.0% and 22.8% for
the three and six month periods ended July 29, 1995, respectively as
compared to 23.5% and 22.7% for the same periods in the prior year. The
decrease in the three months ended July 29, 1995 was primarily due to a
decrease in merchandise margin rate, as sales of computers and other capital
goods items, which generate a lower margin rate than other categories,
increased as a percentage of total sales for the three months ended July 29,
1995 versus the prior year. Total computer sales constituted approximately
5.4% of total store and delivery hub sales during the three months ended July
29, 1995 versus 3.4% of sales in the prior year. The increase in gross profit
rate for the six months ended July 29, 1995 was primarily due to the leveraging
of fixed occupancy and distribution center costs over a larger sales base, as
well as to improved product costs from vendors as a result of increased
purchase volumes.
Operating and Selling Expenses. Operating and selling expenses, which consist
of payroll, advertising and other store operating costs, decreased as a
percentage of sales in the three and six months ended July 29, 1995 to 15.4%
and 15.6%, respectively, as compared to 16.4% and 16.2% for the same periods in
the prior year. The decrease is primarily due to the increased leveraging of
fixed store payroll expenses and other store operating costs as comparable
store sales have increased. The improvements in store payroll have been
partially offset by costs incurred for the Company's store remodel program in
which significant investments have been made in store layouts and signing to
improve shopability and enhance customer service.
Page 7
<PAGE> 8
While most store expenses vary proportionately with sales, there is a fixed
cost component. Because new stores typically generate lower sales than the
Company average, the fixed cost component results in higher store operating and
selling expenses as a percentage of sales in these stores. During periods when
new store openings as a percentage of the base are lower, store operating and
selling expenses as a percentage of sales may decrease. In addition, as the
store base matures, the fixed cost component of operating expenses is leveraged
over an increased level of sales, resulting in a decrease in store operating
and selling expenses as a percentage of sales. The Company's strategy of
saturating markets results in some new stores attracting sales away from
existing stores. This also has the effect of detracting from the expected
leveraging of the fixed cost component.
Pre-opening Expenses. Pre-opening expenses relating to new store openings,
which consist primarily of salaries, supplies, marketing and occupancy costs,
are expensed by the Company as incurred and, therefore, fluctuate from period
to period depending on the timing and number of new store openings. Pre-opening
expenses averaged $53,000 and $52,000 per store for the three and six months
ended July 29, 1995, as compared to $48,000 and $51,000 per store for the same
period in the prior year.
General and Administrative Expenses. General and administrative expenses for
the three and six months ended July 29, 1995 decreased as a percentage of sales
to 3.8% and 3.7%, respectively, as compared to 4.2% and 3.9% for the same
periods in the prior year. This decrease was primarily due to the Company's
ability to increase sales without proportionately increasing overhead expenses,
and was offset in part by the relatively higher general and administrative
expenses associated with the contract stationer acquisitions during fiscal 1994
and 1995. The Company expects general and administrative expenses to increase
as the Company continues to expand; however, these expenditures are expected to
continue to decrease as a percentage of sales.
Interest Expense, Net. Net interest expense for the three and six months ended
July 29, 1995 was $4,769,000 and $8,690,000, respectively, as compared to
$1,417,000 and $2,274,000 for the same periods in the prior year. The increase
in net interest expense is primarily due to increased borrowings under the
Company's revolving credit facility which funded the planned increase in store
inventories related to new store openings, expanded product assortments, and
improvements in in-stock levels, the acquisition of fixed assets for new stores
opened and remodeled, and additional investments in joint venture affiliates.
Other Income. Other income for the three and six months ended July 30, 1994
primarily relates to fees charged for administrative services performed by the
Company for its joint venture affiliates. The decrease in other income for the
three and six months ended July 29, 1995 is due to the contractual reduction of
these fees as the affiliates perform more of their own administrative
functions.
Equity in Loss of Affiliates. The Company's equity in loss of affiliates
decreased to $2,572,000 and $5,324,000 for the three and six months ended July
29, 1995 as compared to $3,745,000 and $6,091,000 for the same periods in the
prior year, primarily due to the improved results in the European joint
ventures in the current year. In addition, the results of Business Depot are
fully included in the consolidated results in fiscal 1995 due to the current
100% ownership of Business Depot by the Company; for the six months ended July
30, 1994, Business Depot was accounted for under the equity method due to the
Company's 42% ownership, which resulted in the Company's share of losses from
operations of Business Depot being included in Equity in Loss of Affiliates.
The Company's German affiliate, MAXI-Papier-Markt GmbH, is currently
considering closing certain stores; this decision, which is expected to be
finalized in the quarter ended October 28, 1995, could result in a one-time
charge for the Company of between $2,000,000 and $3,000,000 based upon current
estimates. The Company's joint ventures in Europe are at an early stage of
development and there can be no assurance that they will become profitable.
Page 8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
During the six months ended July 29, 1995, cash, cash equivalents and
short-term investments decreased by $20,125,000. This decrease was attributable
to $49,680,000 in capital expenditures primarily incurred in connection with
the opening of 36 new stores and the remodel program, and an increase in
merchandise inventories of $105,542,000 as part of the Company's new store
growth as well as plans to improve in-stock levels, the increase in capital
goods and stocking for the back to school season. This decrease was partially
offset by cash flow from financing activities of $110,471,000 which primarily
represents the net borrowings from the Company's outstanding revolving credit
facility.
The Company opened 18 and 36 stores in North America during the three and six
months ended July 29, 1995, and expects to open approximately 56
additional stores in the last two quarters of fiscal year 1995. Management
estimates that the Company's cash requirements, including pre-opening expenses,
will be approximately $1,400,000 for each new store (excluding the cost of any
acquisitions of lease rights). Accordingly, the Company expects to use
approximately $78,400,000 for store openings during this period. The Company
will continue to make investments in information systems, distribution centers
and store remodels to improve operational efficiencies and customer service,
and may expend additional funds to acquire businesses or lease rights from
tenants occupying retail space that is suitable for a Staples store.
On February 14, 1995, the Company replaced its existing revolving credit and
term loan facility with a new five-year revolving credit and term loan facility
with a syndicate of banks providing for financing of up to $300,000,000.
Borrowings made pursuant to this facility will bear interest at either the lead
bank's prime rate, the federal funds rate plus 0.50%, the LIBOR rate plus a
percentage spread based on certain defined ratios, or a competitive bid rate.
Borrowings outstanding at February 14, 1998 automatically convert into a term
loan, payable in eight installments due on the last day of each calendar
quarter. Term loan borrowings bear interest at either the lead bank's base rate
plus 0.25% or the Eurodollar lending rate plus 0.25%. This agreement, among
other conditions, contains certain restrictive covenants including net worth
maintenance, minimum interest coverage and limitations on indebtedness, sales
of assets, and dividends. As of July 29, 1995, borrowing availability under the
revolving credit facility totaled $97,500,000; total cash, short-term
investments and available revolving credit amounts totaled $148,400,000.
The Company expects that its current cash and cash equivalents, funds
anticipated to be generated from operations, and funds available under its
revolving credit and term loan facility will be sufficient to fund its planned
store openings and other operating cash needs for approximately the next twelve
months. However, the Company is continually evaluating financing possibilities,
and it may seek to raise additional funds through any one or a combination of
public or private debt or equity-related offerings dependent upon market
conditions, or through an additional commercial bank debt arrangement.
Page 9
<PAGE> 10
PART II -- OTHER INFORMATION
Items 1-3, 5 - Not applicable.
-------------------------------
Item 4 - Submission of Matters to a Vote of Security Holders.
-------------------------------------------------------------
At the 1995 Annual Meeting of Stockholders (the ""Annual Meeting'') held on June
29, 1995, the following matters were acted upon by the stockholders of the
Company:
1. The election of W. Lawrence Heisey, Martin Trust and Paul F. Walsh as Class
1 directors of the Company.
2. The ratification of the selection of Ernst & Young as the Company's
independent auditors for the current fiscal year.
The number of shares of common stock outstanding and entitled to a vote at the
Annual Meeting was 87,782,567. The results of the voting on each of
matters presented to stockholders' at the Annual Meeting are presented below:
<TABLE>
<CAPTION>
Number of Shares of Common Stock Represented By
-------------------------------------------------------
Broker
Votes For Votes Against Abstentions Non-Votes
--------- ------------- ----------- ---------
<S> <C> <C> <C> <C>
1. Election of directors:
W. Lawrence Heisey 86,598,732 N/A N/A N/A
Martin Trust 77,952,095 N/A N/A N/A
Paul F. Walsh 86,607,411 N/A N/A N/A
2. Ratification of Independent
Auditors 87,658,722 54,858 68,987 N/A
</TABLE>
Item 6 - Exhibits and Reports on Form 8-K.
------------------------------------------
A. Exhibits.
None.
B. Reports on Form 8-K.
None.
Page 10
<PAGE> 11
SIGNATURE
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: September 7, 1995 /S/ John B. Wilson
----------------- ---------------------------
John B. Wilson
Executive Vice President -
Finance and Strategy and
Chief Financial Officer
Page 11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF STAPLES, INC. FOR THE SIX MONTHS ENDED JULY 29, 1995,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-END> JUL-29-1995
<CASH> 29,922
<SECURITIES> 20,967
<RECEIVABLES> 110,310
<ALLOWANCES> 1,030
<INVENTORY> 571,466
<CURRENT-ASSETS> 764,934
<PP&E> 343,642
<DEPRECIATION> 102,560
<TOTAL-ASSETS> 1,172,333
<CURRENT-LIABILITIES> 380,957
<BONDS> 224,330
<COMMON> 63
0
0
<OTHER-SE> 541,232
<TOTAL-LIABILITY-AND-EQUITY> 1,172,333
<SALES> 1,273,770
<TOTAL-REVENUES> 1,273,770
<CGS> 983,914
<TOTAL-COSTS> 1,182,920
<OTHER-EXPENSES> 54,688
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,690
<INCOME-PRETAX> 27,472
<INCOME-TAX> 10,576
<INCOME-CONTINUING> 16,896
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,896
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
