<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 1, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
----- -----
COMMISSION FILE NUMBER 1-5742
RITE AID CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-1614034
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
30 HUNTER LANE 17011
CAMP HILL, PENNSYLVANIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(717) 761-2633
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
OUTSTANDING AT
CLASS OF COMMON STOCK JUNE 1, 1996
--------------------- --------------
<S> <C>
$1.00 par value 83,880,828 shares
</TABLE>
Total number of sequentially numbered pages in this filing, including exhibits
thereto: 16 .
----
<PAGE> 2
RITE AID CORPORATION
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet June 1, 1996
and March 2, 1996. . . . . . . . . . . . . . . . . . . . . . 2
Condensed Consolidated Statement of Income Thirteen
Weeks Ended June 1, 1996 and June 3, 1995. . . . . . . . . . 4
Condensed Consolidated Statement of Cash Flows
Thirteen Weeks Ended June 1, 1996 and June 3, 1995 . . . . . 5
Notes to Condensed Consolidated Financial Statements . . . . 6
Independent Auditors' Report . . . . . . . . . . . . . . . . 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders. . . . .12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . 12
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
RITE AID CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<TABLE>
<CAPTION>
ASSETS June 1, 1996 March 2, 1996
- ------ ------------- -------------
(UNAUDITED)
<S> <C> <C>
Current Assets
Cash $ 9,223 $ 3,131
Accounts Receivable, Net 256,824 246,966
Inventories 1,148,463 1,170,747
Prepaid Expenses and Other
Current Assets 56,234 44,204
---------- ----------
Total Current Assets 1,470,744 1,465,048
---------- ----------
Property, Plant and Equipment 1,779,342 1,677,510
Less: Accumulated Depreciation and
Amortization 727,625 697,961
---------- ----------
Total Property Plant & Equipment, Net 1,051,717 979,549
---------- ----------
Intangible Assets
Excess of Cost Over Underlying Equity in
Subsidiaries 140,527 141,266
Lease Acquisition Costs and Other
Intangible Assets 200,209 197,129
---------- ----------
Total Intangible Assets 340,736 338,395
---------- ----------
Other Assets 59,328 59,003
---------- ----------
Total Assets $2,922,525 $2,841,995
========== ==========
</TABLE>
See accompanying independent auditors' report and notes to condensed
consolidated financial statements.
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 1. Financial Statements: (Continued)
RITE AID CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)
<TABLE>
<CAPTION>
LIABILITIES June 1, 1996 March 2, 1996
- ----------- ------------ -------------
(UNAUDITED)
<S> <C> <C>
Current Liabilities
Short-Term Debt and
Current Maturities of Long-
Term Debt $ 259,146 $ 232,811
Accounts Payable 287,213 271,782
Income Taxes 58,946 42,463
Sales and Other Taxes Payable 11,179 13,913
Accrued Expenses 63,874 50,158
Reserve for Restructuring and
Other Charges 11,475 18,872
---------- ----------
Total Current Liabilities 691,833 629,999
---------- ----------
Long-Term Debt, Less Current Maturities 995,942 994,321
---------- ----------
Deferred Income Taxes 113,317 114,056
---------- ----------
Total Liabilities 1,801,092 1,738,376
---------- ----------
Stockholders' Equity
Common Stock 90,413 90,380
Additional Paid-In Capital 63,217 62,623
Retained Earnings 1,072,982 1,055,795
Cumulative Pension Liability Adjustments (433) (433)
Treasury Stock, At Cost (104,746) (104,746)
---------- ----------
Total Stockholders' Equity 1,121,433 1,103,619
---------- ----------
Total Liabilities and Stockholders'
Equity $2,922,525 $2,841,995
========== ==========
</TABLE>
See accompanying independent auditors' report and notes to condensed
consolidated financial statements.
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 1. Financial Statements: (Continued)
RITE AID CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars in Thousands Except Per Share Amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN THIRTEEN
WEEKS ENDED WEEKS ENDED
June 1, 1996 June 3, 1995
------------ ------------
<S> <C> <C>
NET SALES $1,405,302 $1,354,841
COSTS AND EXPENSES
Cost of Goods Sold Including
Occupancy Costs 1,034,127 996,211
Selling, General and
Administrative Expenses 284,391 279,451
Interest Expense 17,787 16,256
Nonrecurring Charge Related to
Revco D.S., Inc. Acquisition Costs 16,057 -
---------- ----------
1,352,362 1,291,918
---------- ----------
Income Before Income Taxes 52,940 62,923
Income Taxes 20,224 24,540
---------- ----------
NET INCOME $ 32,716 $ 38,383
========== ==========
EARNINGS PER SHARE $ .39 $ .46
========== ==========
CASH DIVIDENDS PER COMMON SHARE $ .185 $ .17
========== ==========
AVERAGE SHARES OUTSTANDING 83,865,000 83,930,000
========== ==========
</TABLE>
See accompanying independent auditors' report and notes to condensed
consolidated financial statements.
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 1. Financial Statements: (Continued)
RITE AID CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN THIRTEEN
WEEKS ENDED WEEKS ENDED
June 1, 1996 June 3, 1995
------------ ------------
<S> <C> <C>
Operating Activities
Income from Continuing Operations
Before Income Taxes $ 52,940 $ 62,923
Depreciation and Amortization 34,800 28,470
Accreted Interest on Zero Coupon Notes 3,233 3,180
Changes in Operating Assets and Liabilities,
Net of Effects from Acquisitions 17,383 (19,985)
--------- ---------
108,356 74,588
Discontinued Operations
Income from Operations Before Income Taxes - 190
Depreciation and Amortization - 700
--------- ---------
- 890
Income Taxes Paid (2,698) (2,105)
--------- ---------
Net Cash Provided by Operations 105,658 73,373
--------- ---------
Investing Activities
Purchase of Property, Plant and Equipment (100,519) (62,723)
Purchase of Businesses, Net of Cash Acquired - (15,143)
Intangible Assets Acquired (8,423) (16,660)
Proceeds from the Sale of Discontinued
Operations - 51,055
Other (445) (3,016)
--------- ---------
Net Cash Used by Investing Activities (109,387) (46,487)
--------- ---------
Financing Activities
Proceeds from the Sale of Long-Term Debt
Securities - 197,702
Proceeds (Payments) of Short-Term Debt 24,739 (199,300)
Cash Dividends Paid (15,529) (14,247)
Acquisition of Stock for Treasury - (8,969)
Proceeds from the Sale of Stock 611 460
--------- ---------
Net Cash Provided (Used) by Financing
Activities 9,821 (24,354)
--------- ---------
Increase in Cash $ 6,092 $ 2,532
========= =========
</TABLE>
See accompanying independent auditors' report and notes to condensed
consolidated financial statements.
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 1. Financial Statements: (Continued)
RITE AID CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1- BASIS OF PRESENTATION
The financial information included herein is unaudited. In addition, the
financial information does not include all disclosures required under
generally accepted accounting principles because certain note information
included in the Company's annual report has not been included in this report;
however, such information reflects all adjustments (consisting primarily of
normal recurring adjustments and a one time charge for expenses incurred
related to the proposed Revco acquisition) which are, in the opinion of
management, necessary to a fair statement of the results for the interim
periods. The report of KPMG Peat Marwick LLP, independent auditors,
commenting upon their review accompanies the condensed consolidated financial
statements included in Item 1 of Part I.
The results of operations for the thirteen weeks ended June 1, 1996 and
June 3, 1995 are not necessarily indicative of the results to be expected
for the full year.
NOTE 2- EARNINGS PER SHARE
Earnings per share were computed by dividing net income by the weighted
average number of common stock shares outstanding during the periods.
NOTE 3- NONRECURRING CHARGE
On April 17, 1996, the Federal Trade Commission (FTC) voted to deny approval
of Rite Aid's proposed acquisition with Revco D.S., Inc. As a result of the
FTC's action, Rite Aid charged approximately $16,057,000 against earnings for
costs related to the proposed acquisition in the first quarter of the current
fiscal year. The charge had the effect of reducing net income approximately
$.12 per share for the thirteen week period ended June 1, 1996.
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<PAGE> 8
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 1. Financial Statements: (Continued)
NOTE 4- COMMITMENTS AND CONTINGENCIES
The Company had standby letters of credit of $33,227,000 and $30,200,000 at
June 1, 1996 and June 3, 1995, respectively.
The Company is the defendant in claims and lawsuits arising in the ordinary
course of business. In the opinion of management, these matters are covered
adequately by insurance, or if not so covered, are of such nature or
involve such amounts as would not have a material effect on the financial
statements of the company if decided adversely.
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<PAGE> 9
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 1. Financial Statements: (Continued)
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Rite Aid Corporation
Camp Hill, Pennsylvania
We have reviewed the condensed consolidated balance sheet of Rite Aid
Corporation and subsidiaries as of June 1, 1996, and the related condensed
consolidated statements of income and cash flows for the thirteen week periods
ended June 1, 1996 and June 3, 1995. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data, and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the condensed consolidated financial statements referred to
above for them to be in conformity with generally accepted accounting
principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Rite Aid Corporation and
subsidiaries as of March 2, 1996, and the related consolidated statements of
income, stockholders' equity and cash flows for the year then ended (not
presented herein); and in our report dated April 24, 1996, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of March 2, 1996, is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
KPMG PEAT MARWICK LLP
Harrisburg, Pennsylvania
July 12, 1996
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations:
Net sales for the thirteen-week period ended June 1, 1996 increased 3.7% to
$1,405,302,000 compared to the prior fiscal year's first quarter sales of
$1,354,841,000. The first quarter of the prior year included revenues of
approximately $67,000,000 from sales generated by the 109 stores in Florida
which were sold to Eckerd and the 54 stores in Massachusetts and Rhode Island
which were sold to CVS and Brooks in August 1995. The nursing home line of
business, which was sold during the second quarter of the fiscal year 1996,
contributed $14,000,000 of sales to the first quarter of the prior year. Sales
growth, after adjustments for the stores sold and discontinued lines of
business, reflected an increase of approximately 11.3% over the previous fiscal
year. The gain was fueled by same-store sales increases of 6.7% for the current
period, compared to 7.6% a year earlier. The company operated 2,767 stores at
June 1, 1996.
Costs of goods sold including occupancy costs, as a percentage of sales, were
73.6% for each of the thirteen week periods ended June 1, 1996 and June 3, 1995.
Lower occupancy costs as a result of the disposition of the Florida and New
England stores had a favorable impact on the gross margin. Also, more effective
retail pricing of front end merchandise helped offset the lower margins offered
by the third party plans. Third party sales represented 64.5% of pharmacy sales
for the current period compared to 60.6% for the year-earlier period.
Selling, general and administrative expenses of $284,391,000 for the current
period and $279,451,000 for the comparable period last year represented 20.2%
and 20.6% of sales, respectively. This decrease reflects the benefits of the
company's strong expense controls, and the elimination of overhead costs related
to the Florida and New England stores which historically had higher operating
expense to sales ratios.
Interest expense increased to $17,787,000 for the period ended June 1, 1996
compared to $16,256,000 for the prior year's comparable period. The increase is
due primarily to the rise in the volume of outstanding debt which has been used
to support store construction and expansion
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<PAGE> 11
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations: (Continued)
efforts and to fund working capital. The increased volume was offset somewhat by
a general decrease in interest rates for the comparable periods. The company
continues on target with its aggressive store construction and remodeling
program, opening 18 new stores, enlarging nine other locations and relocating 26
units during the first quarter. The company has added over 90 stores in
operation since the end of the comparable period last year.
During the first quarter of fiscal 1997, the company recorded a nonrecurring,
pre-tax charge of $16,057,000 to write off the costs associated with the
proposed acquisition of Revco D. S., Inc. The charge reflects legal fees
incurred in conjunction with settling federal and state issues regarding the
proposed merger, professional fees to prepare economic analyses for the Federal
Trade Commission, costs incurred to arrange financing for the merger, and
consulting fees for information system integration to provide compatibility
between systems and accommodate the increased volume of activity.
On June 3, 1996, the company announced an agreement to purchase the assets of 34
Taylor Drugstores located in Kentucky and Indiana for approximately $26,000,000.
Taylor has the second largest market share in the Louisville drug retailing
market. The transaction has been approved by the Federal Trade Commission and is
expected to be completed in July.
The reserve for restructuring and other charges remains adequate to cover the
remaining unsettled leases related to the stores closed during fiscal 1995. The
company continues to negotiate with the landlords of any closed stores with
leases which have not been terminated. Where favorable terms cannot be agreed
upon, the company will endeavor to sublet the locations until the leases expire.
Working capital was $778,911,000 at June 1, 1996 compared to $835,049,000 at
March 2, 1996 and the current ratios were 2.1:1 and 2.3:1, respectively.
Typically, cash provided by operations is adequate to supply working capital,
provide cash for dividend payments and substantially contribute to investing
activities. The decrease in working capital and increased cash from operating
activities is due primarily to decreased inventory levels from year end.
-10-
<PAGE> 12
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations: (Continued)
The decreased inventory levels are generally the result of lower safety stock
levels determined by the company's new front-end replenishment inventory
management system.
The company maintains $600,000,000 in revolving credit commitments to provide
additional borrowing capacity and support its commercial paper program. The
company also has shelf registration statements filed on Forms S-3 which provide
the ability to issue up to $400 million in debt securities. The company is
currently in the process of establishing a $1 billion revolving credit facility
in the syndicated bank market. This credit facility will be used for general
corporate purposes including financing of the company's aggressive store
expansion and construction programs. This new credit facility will replace the
existing $600,000,000 revolving credit commitment.
-11-
<PAGE> 13
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
PART II
Item 4. Submission of Matters to a Vote of Security Holders:
(a) On June 26, 1996 Rite Aid Corporation held its annual meeting of
stockholders.
(b) The following directors were elected as members of the Board by Proxy at
the meeting:
Timothy Noonan Leonard Stern
Nancy Lieberman Henry Taub
The following directors' terms of office continued after the
meeting:
Franklin Brown Gerald Tsai, Jr.
Martin Grass Preston Robert Tisch
Alex Grass
(c) A stockholder proposal was introduced at the meeting to redeem preferred
stock purchase rights issued in 1989 unless such issuance is approved by
the affirmative vote of a majority of the outstanding shares at a meeting
of the stockholders. This proposal was approved by the stockholders at
the annual meeting.
(d) No other matters were submitted to a vote of security holders at the
annual stockholders' meeting.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits
Item 11. - Statement regarding computation of per share
earnings
Item 15. - Copy of letter from independent accountants
regarding unaudited interim financial information
Item 27. - Financial Data Schedule (EDGAR Filing Only)
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<PAGE> 14
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RITE AID CORPORATION
FORM 10-Q
FOR THE THIRTEEN WEEKS ENDED JUNE 1, 1996
- --------------------------------------------------------------------------------
(b) Reports on Form 8-K
The registrant filed a Form 8-K dated April 29, 1996 with the Securities
and Exchange Commission. This filing incorporated by reference the April
24, 1996 press release announcing that the Registrant and its wholly
owned subsidiary, Ocean Acquisition Corporation ("Purchaser") had
terminated the Purchaser's offer to purchase 35,144,833 shares of common
stock of Revco D.S., Inc., at a price of $27.50 per share. On April 25,
1996 the Registrant, the Purchaser and Revco terminated the Agreement and
plan of Merger, dated as of November 29, 1995.
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.
RITE AID CORPORATION
(Registrant)
Date: July 12, 1996 /s/ Frank Bergonzi
-------------------------- ------------------------
Frank Bergonzi
Executive Vice President,
Chief Financial Officer
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<PAGE> 1
EXHIBIT 11
RITE AID CORPORATION AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
THIRTEEN WEEKS ENDED JUNE 1, 1996 AND JUNE 3, 1995
(In Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Earnings Per Common Share-Assuming No Dilution
Net Income $ 32,716 $ 33,383
Weighted average number of common shares outstanding 83,865 83,930
Primary earnings per common share $.39 $.46
Earnings Per Common Share-Assuming Full Dilution
Earnings
Net Income $ 32,716 $ 38,383
Add after tax interest expense applicable to 6 3/4%
convertible notes (a) 1,998 1,940
-------- --------
Net income as adjusted $ 34,714 $ 40,323
======== ========
Shares
Weighted average number of common shares outstanding 83,865 83,930
Assuming conversion of 6 3/4% convertible notes (a) 6,395 6,395
Assuming exercise of options reduced by the number
of shares which could have been purchased with the
proceeds from exercise of such options 620 534
Weighted average number of common shares outstanding -------- --------
as adjusted 90,880 90,859
======== ========
Earnings per common share assuming full dilution (b) $.38 $.44
======== =======
</TABLE>
(a) Shown net of income taxes which were calculated at the company's effective
tax rate.
(b) This calculation is submitted in accordance with Regulation S-K Item 601
(b)(11) although not required by APB opinion No. 15 since dilution is less
than 3%.
-14-
<PAGE> 1
EXHIBIT 15
(KPMG PEAT MARWICK LLP LETTERHEAD)
Rite Aid Corporation
Camp Hill, Pennsylvania
Gentlemen:
Re: Registration Statement No. 2-87981, No. 33-61185,
and Form S-8 filed on July 12, 1996
With respect to the subject registration statements, we acknowledge our
awareness of the incorporation by reference therein of our report dated July 12,
1996 related to our review of interim financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such report is not
considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of Sections 7 and 11 of the Act.
Very truly yours,
KPMG PEAT MARWICK LLP
Harrisburg, Pennsylvania
July 12, 1996
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-01-1997
<PERIOD-END> JUN-01-1996
<CASH> 9223
<SECURITIES> 0
<RECEIVABLES> 260839
<ALLOWANCES> 4015
<INVENTORY> 1148463
<CURRENT-ASSETS> 1470744
<PP&E> 1779342
<DEPRECIATION> 727625
<TOTAL-ASSETS> 2922525
<CURRENT-LIABILITIES> 691833
<BONDS> 995942
0
0
<COMMON> 90413
<OTHER-SE> 1031020
<TOTAL-LIABILITY-AND-EQUITY> 2922525
<SALES> 1405302
<TOTAL-REVENUES> 1405302
<CGS> 1034127
<TOTAL-COSTS> 1034127
<OTHER-EXPENSES> 300448
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 17787
<INCOME-PRETAX> 52940
<INCOME-TAX> 20224
<INCOME-CONTINUING> 32716
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 32716
<EPS-PRIMARY> .39
<EPS-DILUTED> .38
</TABLE>
