SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 27, 1997
Commission File Number: 0-16002
ADVANCED MARKETING SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3768341
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5880 Oberlin Drive, Suite 400
San Diego, California 92121
(Address of principal executive offices)
(Zip Code)
(619) 457-2500
(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 number of shares of the Registrant's Common Stock outstanding as
of October 31, 1997 was 6,278,220.
ADVANCED MARKETING SERVICES, INC.
Index to Form 10-Q
September 27, 1997
Page
PART I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Balance Sheets (Unaudited) 3
Consolidated Statements of Income (Unaudited) 4
Consolidated Statements of Cash Flows (Unaudited) 5
Notes to Consolidated Financial Statements 6-8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 9-11
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS 11
ITEM 2 - CHANGES IN SECURITIES 11
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 11
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS 11
ITEM 5 - OTHER INFORMATION 11
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 11
SIGNATURES 12
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (See Notes for Basis of Presentation)
<TABLE>
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except for per share data)
<CAPTION>
September 27, March 31, September 28,
1997 1997 1996
(unaudited) (note) (unaudited)
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash And Cash Equivalents $ 21,598 $ 13,592 $ 6,694
Investments, Available-For-Sale 7,874 9,177 4,963
Accounts Receivable - Trade, Net of
Allowances for Uncollectible Accounts
and Sales Returns of $3,157,000 at
September 27, 1997, $3,782,000 at March
31, 1997 and $4,878,000 at September
28, 1996 56,412 53,564 77,146
Vendor and Other Receivables 2,080 2,801 2,620
Inventories, Net 92,623 91,745 110,041
Deferred Income Taxes 4,618 5,482 5,779
Prepaid Expenses 939 809 637
Total Current Assets 186,144 177,170 207,880
Property and Equipment, At Cost 10,504 9,206 8,909
Less - Accumulated Depreciation
and Amortization 6,035 5,445 5,162
Net Property And Equipment 4,469 3,761 3,747
Investments, Available-For-Sale 3,708 2,063 912
Other Assets 784 507 719
Total Assets $ 195,105 $ 183,501 $ 213,258
LIABILITIES
Current Liabilities:
Accounts Payable $127,424 $119,507 $ 152,348
Accrued Liabilities 5,517 5,318 5,857
Income Taxes Payable 827 889 1,151
Total Current Liabilities 133,768 125,714 159,356
STOCKHOLDERS' EQUITY:
Common Stock, $.001 Par Value, Authorized
20,000,000 Shares, Issued 6,277,000
Shares at September 27, 1997, 6,228,000
Shares at March 31, 1997 and 6,179,000
Shares at September 28, 1996 6 6 6
Additional Paid In Capital 26,607 26,319 25,977
Retained Earnings 36,878 33,569 30,039
Unrealized Gain (Loss) on Investments 51 9 (2)
Foreign Currency Translation Adjustment (85) (86) (88)
Less: Treasury Stock, 718,000 at September
27, 1997 and 708,000 Shares at March 31,
1997 and September 28, 1996, at Cost (2,120) (2,030) (2,030)
Total Stockholders' Equity 61,337 57,787 53,902
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 195,105 $ 183,501 $ 213,258
<FN>
Note: The balance sheet at March 31, 1997 has been derived from the audited
financial statements a that date, but does not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements
</TABLE>
<TABLE>
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - amounts in thousands, except per share data)
<CAPTION>
Three Months Ended Six Months Ended
September 27, September 28, September 27, September 28,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Sales $ 99,806 $ 87,939 $181,886 $185,736
Cost Of Good Sold 89,709 78,758 162,087 167,370
Gross Profit 10,097 9,181 19,799 18,366
Distribution and
Administrative Expenses 7,351 6,651 15,166 14,132
Income From Operations 2,746 2,530 4,633 4,234
Interest and Dividend
Income 307 198 660 432
Income Before Provision
for Income Taxes 3,053 2,728 5,293 4,666
Provision for Income
Taxes 1,160 1,029 1,985 1,740
Net Income $ 1,893 $ 1,699 $ 3,308 $ 2,926
Net Income Per Common and
Common Share Equivalent:
Primary $ .33 $ .30 $ .59 $ .51
Fully Diluted $ .33 $ .30 $ .58 $ .51
Weighted Average Number of
Shares:
Primary 5,672 5,715 5,652 5,736
Fully Diluted 5,705 5,697 5,695 5,696
<FN>
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
<TABLE>
ADVANCED MARKETING SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - amounts in thousands)
<CAPTION>
Six Months Ended
September 27, September 28,
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 3,308 $ 2,926
Adjustments to Reconcile Net Income to
Net Cash Provided By (Used In) Operating
Activities:
Depreciation and Amortization 666 602
Provision for Uncollectible Accounts and
Sales Returns 865 853
Provision for Markdown of Inventory 1,819 647
Deferred Income Taxes 864 (500)
Changes in Assets And Liabilities:
Increase in Accounts Receivable - Trade (3,704) (20,313)
(Increase) Decrease in Vendor and Other
Receivables 721 (406)
Increase in Inventories (2,682) (38,383)
Increase in Accounts Payable 7,887 47,734
Increase in Accrued Liabilities 200 548
Decrease in Income Taxes Payable (62) (594)
Increase In Prepaid Expenses And Other Assets (407) (500)
Net Cash Provided By (Used In) Operating
Activities 9,475 (7,386)
INVESTING ACTIVITIES:
Purchase/Disposal of Property and Equipment, Net (1,374) (1,281)
Purchase of Investments, Available-For-Sale (5,533) (41,970)
Sale and Redemption of Investments,
Available-For-Sale 5,233 48,617
Purchase of Treasury Stock (90) --
Net Cash Provided By (Used In) Investing
Activities (1,764) 5,366
FINANCING ACTIVITIES:
Proceeds from Exercise of Options and Related
Tax Benefits 288 9
Net Cash Provided By Financing Activities 288 9
Effect of Exchange Rate Changes on Cash 7 (1)
Increase (Decrease) in Cash and Cash Equivalents 8,006 (2,012)
CASH AND CASH EQUIVALENTS, Beginning of Period 13,592 8,706
CASH AND CASH EQUIVALENTS, End of Period $ 21,598 $ 6,694
<FN>
The accompanying notes are an integral part of these consolidated statements.
</TABLE>
ADVANCED MARKETING SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The financial statements presented herein as of and for the three and six months
ended September 27, 1997 and September 28, 1996 have been prepared in accordance
with generally accepted accounting principles and with instructions to Form
10-Q. These financial statements have not been examined by independent public
accountants, but include all adjustments (consisting of normal recurring
adjustments) which are, in the opinion of Management, necessary for a fair
presentation of the financial condition, results of operations and cash flows
for such periods.
The accompanying consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant intercompany
accounts and transactions have been eliminated.
Certain information and footnote disclosures normally included in financial
statements in accordance with generally accepted accounting principles have been
omitted pursuant to requirements of the Securities and Exchange Commission.
Management believes that the disclosures included in the accompanying interim
financial statements and footnotes are adequate to make the information not
misleading. For further information, refer to the consolidated financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1997.
The results of operations for the three and six month periods ended September
27, 1997 are not necessarily indicative of the results to be expected for the
fiscal year ending March 31, 1998. Net sales in the Company's third fiscal
quarter have historically been, and are expected to be, significantly greater
than in any other quarter of the fiscal year due to increased demand during the
holiday season.
2. INTERIM ACCOUNTING PERIODS
In accordance with wholesale distribution industry practice, net sales and cost
of goods sold for interim periods are cut off on the Saturday nearest to the end
of the calendar month. The cut-off for the fourth fiscal quarter is March 31.
This practice may result in differences in the number of business days for whicn
sales and cost of goods sold are recorded both as to quarter-to-quarter
comparisons, and as to comparisons of quarters between years.
3. INVESTMENTS, AVAILABLE-FOR-SALE
"Investments, available-for-sale" consist principally of highly rated corporate
and municipal bonds. The cost and estimated fair value of investments at
September 27, 1997 and September 28, 1996 are as follows (in thousands):
<TABLE>
September 27, 1997
<CAPTION>
Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt Securities Issued by States
of The U.S. and Political
Subdivisions of The States $ 11,531 $ 51 $ -- $ 11,582
</TABLE>
<TABLE>
September 28, 1996
<CAPTION>
Estimated
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt Securities Issued by States
of The U.S. and Political
Subdivisions of The States $ 5,877 $ 2 $ 4 $ 5,875
</TABLE>
As of September 27, 1997, investments in debt securities issued by States of the
U.S. and political subdivisions of the States in the amount of $7,874,000 are
scheduled to mature within one year and $3,708,000 are scheduled to mature
within 2 years.
There were no proceeds from the sale of investments for the quarter ended
September 27, 1997 and $3,400,000 for the quarter ended September 28, 1996.
There was no significant gain or loss realized on these sales. The Company
uses the specific identification method in determining cost on these
investments. The net increase in unrealized gain on investments was
approximately $4,000 for the quarter ended September 27, 1997. The decrease in
unrealized loss on investments for the quarter ended September 28, 1996 was
approximately $5,000 and the net decrease in unrealized gain was approximately
$3,000.
4. SALES RETURNS
In accordance with industry practice, a significant portion of the Company's
products are sold to customers with the right of return. The Company has
provided allowances of $1,389,000 as of September 27, 1997, $2,035,000 as of
March 31, 1997 and $2,620,000 as of September 28, 1996 for the gross profit
effect of estimated future sales returns.
5. INVENTORIES
Inventories consist primarily of books and prerecorded audio and video cassettes
purchased for resale and are stated at the lower of cost (first-in, first-out)
or market.
6. LINE OF CREDIT
The Company had available at September 27, 1997 an unsecured bank line of credit
with a maximum borrowing limit of $10 million. The interest rate on bank
borrowings is based on the prime rate and "Libor" rates. The line of credit
expires July 31, 1999. As of September 27, 1997 and September 28, 1996, there
were no outstanding borrowings on the line of credit.
7. INCOME TAXES
The Company provides currently for taxes on income regardless of when such taxes
are payable. Deferred income taxes result from temporary differences in the
recognition of income and expense for tax and financial reporting purposes.
Income taxes paid in the six months ended September 27, 1997 totaled $1,043,000.
Income taxes paid during the same period of the previous year totaled
$2,847,700.
8. PER SHARE INFORMATION
Per share information is based on the weighted average number of common shares
and, when applicable, dilutive common share equivalents outstanding during the
periods. The effects of all anti-dilutive common share equivalents are excluded
from the calculation of earnings per share. The Company's only potential
dilutive common share equivalents are stock options.
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," was issued in February 1997 and becomes effective for the Company's
fiscal year ending March 31, 1998. SFAS No. 128 modifies the way in which
earnings per share ("EPS") is calculated and disclosed. Currently, the Company
discloses primary and fully diluted EPS. Upon adoption of the standard, the
Company will disclose basic and diluted EPS for fiscal 1998 and will restate all
prior period EPS data presented. Basic EPS excludes dilution and is computed
by dividing income available to common stockholders by the weighted-average
number of common shares outstanding for the period. Diluted EPS, similar to
fully diluted EPS, reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in earnings of the entity. If the Company had adopted SFAS No. 128 for the
three months ended September 27, 1997, basic EPS would have been $.34 per share
versus $.33 reported for primary EPS. Diluted EPS would have been $.33 per
share, unchanged from fully diluted EPS reported for the period. If the Company
had adopted SFAS No. 128 for the six months ended September 27, 1997, basic EPS
would have been $.60 per share versus $.58 reported for primary EPS. Diluted
EPS would have been $.58 per share, unchanged from fully diluted EPS reported
for the period.
9. EMPLOYEE STOCK OPTION PLAN
Nonqualified options to purchase an aggregate of 543,380 shares of common stock
were outstanding as of September 27, 1997. The outstanding options were at
prices ranging from $2.02 to $11.16 per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
A. RESULTS OF OPERATIONS
Six Month Periods Ended September 27, 1997 and September 28, 1996:
During the six months ended September 27, 1997, the Company reported net income
of $3,308,000, or $.58 per share, compared with net income of $2,926,000, or
$.51 per share, for the first six months of the prior fiscal year.
Net sales for the first six months of fiscal 1998 decreased two percent to
$181,886,000 from $185,736,000 in the same period of the prior fiscal year.
This decrease was primarily due to the publication of fewer major best selling
novels and industry-wide declines in the rate of sale of certain high volume
juvenile titles. The impact of these declines was partially offset by
reductions in customer returns due, in part, to the Company's introduction of
Vendor Managed Inventory (VMI) programs for its two largest customers.
During the first six months of fiscal 1998, gross profit increased eight percent
to $19,799,000 from $18,366,000 in the first six months of the previous fiscal
year. Gross profit as a percentage of net sales increased to 10.9 percent from
9.9 percent in the same period in the last fiscal year. This increase was
primarily due to lower sales of higher volume titles which typically carry lower
gross margins, as well as modest sales increases of internally developed or
published titles which typically carry higher gross margins. These improvements
to gross margin were offset, in part, by higher provisions for inventory
markdowns based on analysis of the Company's non-returnable inventory.
Distribution and administrative expenses for the six months ended September 27,
1997 increased seven percent to $15,166,000 and represented 8.3 percent of net
sales compared to $14,132,000, or 7.6 percent of net sales, in the same period
of the previous fiscal year. The impact of higher administrative expenses and
reduced cash discount income was partially offset by reductions in certain
distribution costs resulting from reduced customer returns as well as a decrease
in the provision for uncollectible accounts receivable.
Interest and dividend income increased to $660,000 in the six month period ended
September 27, 1997 from $432,000 in the corresponding period of the previous
fiscal year as a result of increased cash and investment balances.
Three Month Periods Ended September 27, 1997 and September 28, 1996:
During the three months ended September 27, 1997, the Company reported net
income of $1,893,000, or $.33 per share, compared with a net income of
$1,699,000, or $.30 per share, for the corresponding quarter of the previous
fiscal year.
Net sales for the quarter ended September 27, 1997 increased 13.5 percent to
$99,806,000 compared to $87,939,000 in the previous fiscal year's second
quarter. The increase in quarterly net sales reflects the benefit of reduced
customer returns due, in part, to the Company's introduction of VMI programs for
its two largest customers.
During the quarter ended September 27, 1997, gross profit increased ten percent
to $10,097,000 from $9,181,000 in the second quarter of the previous fiscal
year. Gross profit as a percentage of net sales declined to 10.1 percent from
10.4 percent in the same period last fiscal year due to increased provisions for
inventory markdowns and lower accruals for publisher incentive programs.
Distribution and administrative expenses for the quarter ended September 27,
1997 increased to $7,351,000 and represented 7.4 percent of net sales compared
to $6,651,000, or 7.6 percent of net sales, in the same quarter of the previous
fiscal year. Reductions in certain distribution costs, primarily the result of
reduced customer returns, more than offset the impact of increased
administrative expenses and reduced cash discount income.
Interest and dividend income increased to $307,000 in the second quarter of
fiscal 1998 from $198,000 in the corresponding period of the previous fiscal
year as a result of increased cash and investment balances.
B. LIQUIDITY AND SOURCES OF CAPITAL
For the six months ended September 27, 1997, $9,480,000 of net cash was provided
by operating activities. Net cash used in operating activities in the same
period of the prior year was $7,386,000. The Company's cash and investments
at September 27, 1997 increased by $20,611,000 compared to September 28, 1996
primarily due to decreases in accounts receivable and inventory offset, in part,
by a decrease in accounts payable. Trade accounts receivable at September 27,
1997 decreased $20,734,000 compared to September 28, 1996 primarily due to
decreased sales during the month of September 1997, as well as a decrease in
disputed items. Trade accounts receivable at September 27, 1997 increased
$2,848,000 compared to March 31, 1997 primarily due to the seasonal increase
in sales. Inventories at September 27, 1997 decreased $17,418,000 compared to
September 28, 1996 and were relatively consistent compared to March 31, 1997
due, in part, to the impact of the Company's introduction of VMI programs as
previously discussed. The decrease in inventories was more than offset by a
decrease in accounts payable at September 27, 1997 of $24,924,000 compared to
September 28, 1996. Accounts payable at September 27, 1997 increased $7,917,000
compared to March 31, 1997 due to increased purchases to support expected
seasonal increases in third quarter sales.
Working capital was $52,376,000 as of September 27, 1997 which increased from
the September 28, 1996 level of $48,524,000 and from the March 31, 1997 balance
of $51,456,000. The increases compared to September 28, 1996 and March 31, 1997
were primarily a result of increases in net operating current assets.
The Company had available at September 27, 1997 an unsecured bank line of credit
with a maximum borrowing limit of $10 million. The interest rate on bank
borrowings is based on the prime rate and "Libor" rates. The line of credit
expires July 31, 1999. As of September 27, 1997 and September 28, 1996, there
were no outstanding borrowings on the line of credit.
The Company believes that its existing working capital, cash flows from
operations, trade credit traditionally available from its vendors and its $10
million line of credit will be sufficient to finance its current and anticipated
level of operations.
C. IMPACT OF YEAR 2000
During the current year, the Company developed its plan to address the Year 2000
issue. It is estimated that the net cost to change existing computer programs
for both internal and external software will be approximately $500,000. The
Company has incurred expenses in the current fiscal year related to this issue
and it is anticipated that a substantial portion of the total cost will be
incurred over the next two years and will be expensed as incurred.
D. STATEMENT OF PURPOSE OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITITES LITIGATION REFORM ACT OF 1995
In December 1995, the Private Securities Litigation Reform Act of 1995 (the
"Act") was enacted. The Act contains amendments to the Securities Act of 1933
and the Securities Exchange Act of 1934 which provide protection from liability
in private lawsuits for "forward-looking" statements made by persons specified
in the Act. The Company desires to take advantage of the "safe harbor"
provisions of the Act.
The Company wishes to caution readers that, with the exception of historical
matters, the matters discussed in this Quarterly Report on Form 10-Q are
forward-looking statements that involve risks and uncertainties. Certain
important factors could cause results to differ materially from those
anticipated by the forward-looking statements, including but not limited to the
impact of changed economic or business conditions, the impact of competition,
the success of existing and new book releases, continuation of favorable trends
associated with the Company's VMI program, other risk factors inherent in the
publishing and retailing industries, and other factors discussed from time to
time in reports filed by the Company with the Securities and Exchange
Commission.
PART II. OTHER INFORMATION
ITEMS 1-5.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are included herein or incorporate by reference:
(11.0) Statement re Computation of Per Share Earnings
(27.0) Financial Data Schedule
(b) No reports on Form 8-K were filed for the three months ended September 27,
1997.
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.
ADVANCED MARKETING SERVICES, INC.
Registrant
November 11, 1997 By: /s/ Michael M. Nicita
Date Michael M. Nicita
Chief Executive Officer
(Principal Executive Officer)
November 11, 1997 By: /s/ Daniel T. Carter
Date Daniel T. Carter
Chief Financial and Accounting
Officer, Executive Vice
President - Finance
(Principal Financial and
Accounting Officer)
Exhibit 11.0
<TABLE>
ADVANCED MARKETING SERVICES, INC.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(Unaudited - amounts in thousands, except per share data)
<CAPTION>
Three Months Ended Six Months Ended
September 27, September 28, September 27, September 28,
1997 1996 1997 1996
<S> <C> <C> <C> <C>
Net Income $1,893 $1,699 $3,308 $2,926
Weighted Average Common and
Common Share Equivalents:
Weighted Average Common
Shares Outstanding 5,543 5,471 5,531 5,469
Weighted Average Common
Share Equivalents-
Dilutive Stock Options:
Primary 129 244 121 267
Fully Diluted 162 226 164 227
Total Weighted Average
Common and Common
Equivalent Shares:
Primary 5,672 5,715 5,652 5,736
Fully Diluted 5,705 5,697 5,695 5,696
Net Income Per Common
and Common Share
Equivalent:
Primary $ .33 $ .30 $ .59 $ .51
Fully Diluted $ .33 $ .30 $ .58 $ .51
<FN>
Common share equivalents (for AMS outstanding stock options) are excluded from
earnings per share calculations when antidilutive.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS OF INCOME AND CONSOLIDATED
BALANCE SHEETS AND IS QUALIFIED BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> SEP-27-1997
<CASH> 21598
<SECURITIES> 0
<RECEIVABLES> 2080
<ALLOWANCES> 3157
<INVENTORY> 92623
<CURRENT-ASSETS> 186144
<PP&E> 10504
<DEPRECIATION> 6035
<TOTAL-ASSETS> 195105
<CURRENT-LIABILITIES> 133768
<BONDS> 0
0
0
<COMMON> 6
<OTHER-SE> 195099
<TOTAL-LIABILITY-AND-EQUITY> 195105
<SALES> 181886
<TOTAL-REVENUES> 181886
<CGS> 162087
<TOTAL-COSTS> 162087
<OTHER-EXPENSES> 15166
<LOSS-PROVISION> 1768
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5293
<INCOME-TAX> 1985
<INCOME-CONTINUING> 3308
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3308
<EPS-PRIMARY> .59
<EPS-DILUTED> .58
</TABLE>
