<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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 0-20900
COMPUWARE CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2007430
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
31440 NORTHWESTERN HIGHWAY
FARMINGTON HILLS, MI 48334-2564
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (810)737-7300
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
--- ---
As of August 5, 1996, there were outstanding 42,415,873 shares of Common Stock,
par value $.01, of the registrant.
Page 1 of 13 pages
<PAGE> 2
PART I. FINANCIAL INFORMATION Page
--------------------- ----
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of
June 30, 1996 and March 31, 1996 3
Condensed Consolidated Statements of Operations
for the three months ended June 30, 1996 and 1995 4
Condensed Consolidated Statements of Cash Flows
for the three months ended June 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. OTHER INFORMATION
-----------------
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
- - ----------
2
<PAGE> 3
COMPUWARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
JUNE 30, MARCH 31,
ASSETS 1996 1996
------ --------- ----------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 53,170 $ 77,771
Investments 31,098 30,151
Accounts receivable, net 188,777 220,918
Deferred tax asset 16,537 17,566
Refundable income taxes 11,856 6,965
Prepaid expenses and other current assets 9,706 8,396
-------- --------
Total current assets 311,144 361,767
-------- --------
INVESTMENTS 24,063 28,379
-------- --------
PROPERTY AND EQUIPMENT, LESS ACCUMULATED
DEPRECIATION AND AMORTIZATION 60,119 56,603
-------- --------
CAPITALIZED SOFTWARE, LESS ACCUMULATED
AMORTIZATION 53,429 52,473
-------- --------
OTHER:
Accounts receivable 39,296 29,272
Excess of cost over fair value of net assets acquired,
less accumulated amortization 48,292 12,206
Other assets 14,044 15,026
-------- --------
Total other assets 101,632 56,504
-------- --------
TOTAL ASSETS $550,387 $555,726
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 17,697 $ 16,951
Accrued expenses 52,518 61,501
Deferred revenue 126,270 141,473
-------- --------
Total current liabilities 196,485 219,925
DEFERRED REVENUE 23,515 15,825
LONG TERM DEBT 5,782
DEFERRED INCOME TAXES 694 991
-------- --------
Total liabilities 226,476 236,741
-------- --------
SHAREHOLDERS' EQUITY:
Common stock 424 423
Additional paid-in capital 186,834 185,349
Retained earnings 138,451 135,194
Foreign currency translation adjustment and other (1,798) (1,981)
-------- --------
Total shareholders' equity 323,911 318,985
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $550,387 $555,726
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 4
COMPUWARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
--------------------
1996 1995
-------- --------
<S> <C> <C>
REVENUES:
Software license fees $ 49,871 $ 36,631
Maintenance fees 50,623 43,484
Professional services fees 61,844 46,059
-------- --------
Total revenues 162,338 126,174
-------- --------
OPERATING EXPENSES:
Cost of software license fees 4,852 4,023
Cost of maintenance 6,463 6,483
Cost of professional services 55,285 39,535
Software product development 11,664 11,258
Sales and marketing 53,955 45,907
Administrative and general 9,798 9,491
Purchased research and development 16,670
-------- --------
Total operating expenses 158,687 116,697
-------- --------
INCOME FROM OPERATIONS 3,651 9,477
OTHER INCOME 1,232 2,323
-------- --------
INCOME BEFORE INCOME TAXES 4,883 11,800
INCOME TAX PROVISION 1,626 4,012
-------- --------
NET INCOME $ 3,257 $ 7,788
======== ========
Net income per common share $ 0.07 $ 0.17
======== ========
Weighted average number of common and
common equivalent shares outstanding (Note 2) 44,111 47,076
======== ========
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 5
COMPUWARE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
----------------------------
1996 1995
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,257 $ 7,788
Adjustments to reconcile net income to cash provided by
(used in) operations:
Purchased research and development 16,670
Depreciation and amortization 4,716 2,223
Amortization of capitalized software 3,716 3,262
Tax benefit from exercise of stock options 244
Other (479) 128
Net change in assets and liabilities, net of effects from
acquisitions:
Accounts receivable 27,371 14,409
Prepaid expenses and other current assets (803) 1,404
Other assets 755 (3,098)
Accounts payable and accrued expenses (10,181) (13,112)
Deferred revenue (8,081) (3,418)
Refundable income taxes (4,891) (10,145)
Deferred income taxes 732 218
-------- --------
Net cash provided by (used in) operating activities 33,026 (341)
-------- ---------
CASH USED IN INVESTING ACTIVITIES:
Purchase of:
Technalysis Corporation, net of cash acquired (25,060)
Direct Technology Limited, net of cash acquired (16,036)
Adams & Reynolds Inc., net of cash acquired (12,410)
Property and equipment (6,613) (3,446)
Capitalized software (2,515) (2,989)
Investments:
Proceeds from maturity 20,953 41,551
Purchases (17,098) (50,842)
Other (90)
-------- --------
Net cash used in investing activities (58,869) (15,726)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock (1,187)
Net proceeds from exercise of stock options 1,242 1,249
-------- --------
Net cash provided by financing activities 1,242 62
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (24,601) (16,005)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 77,771 67,227
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 53,170 $ 51,222
======== ========
</TABLE>
See notes to consolidated financial statements.
5
<PAGE> 6
COMPUWARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 1996
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements include
the accounts of Compuware Corporation and its wholly owned subsidiaries
(collectively, the "Company"). All intercompany balances and transactions have
been eliminated in consolidation.
In the opinion of management of the Company, the accompanying condensed
consolidated financial statements reflect all adjustments, consisting only of
normal recurring adjustments, that are necessary for a fair presentation of the
results for the interim periods presented. These financial statements should
be read in conjunction with the Company's audited consolidated financial
statements and notes thereto for the year ended March 31, 1996 included in the
Company's Annual Report to Shareholders and the Company's Form 10-K filed with
the Securities and Exchange Commission.
NOTE 2 - NET INCOME PER COMMON SHARE
Net income per common share is calculated based upon the weighted average
number of common shares outstanding and the dilutive effect of stock options.
Fully diluted earnings per common share is not materially different from
primary earnings per common share and, accordingly, is not presented.
Shares used in computing net income per common share were calculated as follows
(in thousands):
<TABLE>
<CAPTION>
Three Months Ended
June 30,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Weighted average common
shares outstanding 42,342 45,345
Dilutive effect of stock options 1,769 1,731
--------- ---------
Weighted average number of common and
common equivalent shares outstanding 44,111 47,076
========= =========
</TABLE>
NOTE 3 - RESTRUCTURING AND MERGER-RELATED ACCRUAL
In fiscal 1996, the Company recognized $10,688,000 of special charges related
to the reorganization of the Company's operating units and the decentralization
of certain Corporate office functions. Approximately $6,100,000 of the total
restructuring charge is estimated severance costs for employees made redundant
as a result of the consolidation of certain corporate offices and the
realignment of operating functions and responsibilities. An additional
$1,015,000 was accrued for legal and outplacement services for these employees.
In addition, approximately $3,573,000 was accrued for estimated future leasing
costs of offices that will be closed in the United States and Europe. In
fiscal 1996 and during the first quarter of fiscal 1997, $1,761,000 and
$2,198,000, respectively, of the restructuring costs had been expended.
Virtually all of the remaining severance and outplacement costs will be paid in
fiscal 1997. The costs accrued for lease expense are expected to be paid over
the related lease terms which extend through April 2002.
6
<PAGE> 7
COMPUWARE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED JUNE 30, 1996
(CONTINUED)
NOTE 4 - ACQUISITIONS
Adams & Reynolds Inc. - In May 1996, the Company acquired Adams & Reynolds
Inc., a professional services firm, for approximately $12,200,000 in cash. The
acquisition has been accounted for as a purchase, and accordingly, assets and
liabilities acquired have been recorded at fair value as of the date of
acquisition. The amount by which the acquisition cost exceeded the fair value
of the net assets acquired was approximately $11,206,000 and is being amortized
over a fifteen-year period on a straight-line basis.
Direct Technology Limited - In May 1996, the Company acquired all of the
outstanding stock of Direct Technology Limited, a privately held supplier of
automated software testing products and services based in London, England for
approximately $23,800,000. Of the total purchase price, approximately
$18,000,000 was paid in cash. The Company issued notes for the remaining
$5,800,000 which are due April 30, 1999. Interest is paid semiannually at the
six month LIBOR rate. The acquisition has been accounted for as a purchase,
and accordingly, assets and liabilities acquired have been recorded at fair
value as of the date of acquisition.
Of the total purchase price, $16,670,000 was allocated to in-process research
and development based upon an independent valuation of the expected future cash
flows, less costs to complete the development. In accordance with Statement of
Financial Accounting Standards (SFAS) No. 2 "Accounting for Research and
Development Costs", this amount was expensed as of the purchase date. In
addition, $2,157,000 was allocated to capitalized software and $2,468,000 was
allocated to goodwill. The remaining amount of the purchase price represents
the net operating assets acquired in the transaction.
Technalysis Corporation - In April 1996, the Company acquired all of the
outstanding stock of Technalysis Corporation, a professional services company,
for approximately $31,000,000 in cash. The acquisition has been accounted for
as a purchase, and accordingly, assets and liabilities acquired have been
recorded at fair value as of the date of acquisition. The amount by which the
acquisition cost exceeded the fair value of the net assets acquired of
approximately $22,872,000 is being amortized over a fifteen-year period on a
straight-line basis.
NOTE 5 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board issued SFAS No. 123 "Accounting for
Stock-Based Compensation" in October 1995. Under SFAS No. 123, companies must
record or disclose expense for stock options and other stock-based employee
compensation plans based on their fair value at the date of grant. The Company
has decided to apply the disclosure provisions of the standard. For the year
ended March 31, 1997, the Company will include in its footnote disclosures the
pro forma impact on net income and earnings per share of the application of the
fair value based method of accounting for stock options.
NOTE 6 - SUBSEQUENT EVENTS
In July 1996, the Company completed the acquisition of DRD Promark, Inc., a
privately held supplier of automated client/server performance testing software
products, for approximately $5,800,000 in cash. The acquisition will be
accounted for by the purchase method of accounting.
7
<PAGE> 8
COMPUWARE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, certain operational
data from the Company's consolidated statements of operations as a percentage
of total revenues and the percentage change in such items compared to the prior
period:
<TABLE>
<CAPTION>
Period-
Percentage of to-Period
Total Revenues Change
-------------------- ---------
Three Months Ended
June 30, 1995
-------------------- to
1996 1995 1996
--------- --------- ---------
<S> <C> <C> <C>
Revenues:
Software license fees 30.7% 29.0% 36.1%
Maintenance fees 31.2 34.5 16.4
Professional services fees 38.1 36.5 34.3
-------- --------
Total revenues 100.0 100.0 28.7
-------- --------
Operating expenses:
Cost of software license fees 3.0 3.2 20.6
Cost of maintenance 4.0 5.1 (.3)
Cost of professional services 34.1 31.4 39.8
Software product development 7.2 8.9 3.6
Sales and marketing 33.2 36.4 17.5
Administrative and general 6.0 7.5 3.2
Purchased research and development 10.3 *
-------- --------
Total operating expenses 97.8 92.5 36.0
-------- --------
Income from operations 2.2 7.5 (61.5)
Interest and investment income, net .8 1.9 (47.0)
-------- --------
Income before income taxes 3.0 9.4 (58.6)
-------- --------
Income tax provision 1.0 3.2 (59.5)
-------- --------
Net income 2.0% 6.2% (58.2)%
======== ========
</TABLE>
* Period-to-period change expressed as a percentage is not meaningful.
8
<PAGE> 9
COMPUWARE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
The following table sets forth, for the periods indicated, certain operational
data as a percentage of total revenues and the percentage change in such items
compared to prior periods after excluding special charges from the calculations
for the first three months of fiscal 1997 and 1996:
<TABLE>
<CAPTION>
Percentage of Period-to-Period
Total Revenues Change
-------------------- ----------------
Three Months Ended
June 30, 1995
-------------------- to
1996 1995 1996
--------- --------- ----------------
<S> <C> <C> <C>
Income from operations 12.5% 7.5% 114.4%
Interest and investment income, net .8 1.9 (47.0)
-------- --------
Income before income taxes 13.3 9.4 82.7
Income tax provision 4.4 3.2 78.9
-------- --------
Net income 8.9% 6.2% 84.6%
======== ========
</TABLE>
THREE MONTHS ENDED JUNE 30, 1996 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1995
Total revenues for the first quarter of fiscal 1997 were $162.3 million, an
increase of $36.2 million, or 28.7%, as compared to $126.2 million for the
first quarter of fiscal 1996. The Company experienced an increase in license
fees, maintenance fees, and professional services fees during the three months
ended June 30, 1996.
Software license fees increased $13.2 million, or 36.1%, to $49.9 million in
the first quarter of fiscal 1997 from $36.6 million in the first quarter of
fiscal 1996. Almost all of the Company's product families experienced growth
in license fees, with the largest relative increase in its client/server
systems management products.
Maintenance fee revenues increased $7.1 million, or 16.4%, to $50.6 million in
the first quarter of fiscal 1997 from $43.5 million in the first quarter of
fiscal 1996. The Company continues to experience growth in maintenance fees
for all of its product families due to the growth in the number of installed
copies of its products.
Revenues from professional services increased $15.8 million, or 34.3%, to $61.8
million in the first quarter of fiscal 1997 from $46.1 million in the first
quarter of fiscal 1996. All of the Company's professional services offices
experienced growth in revenues. The overall increase was due primarily to
increased business at new and existing clients at the Company's Minneapolis,
Minnesota, Farmington Hills, Michigan, and Columbus, Ohio, branches of $3.4
million, $3.0 million and $2.3 million, respectively. In addition, training
and implementation services in Europe accounted for $1.2 million of the
increase, while client/server services increased $1.9 million on a worldwide
basis.
9
<PAGE> 10
COMPUWARE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Cost of software license fees increased $829,000, or 20.6%, to $4.9 million in
the first quarter of fiscal 1997 from $4.0 million in the first quarter of
fiscal 1996. The increase was due primarily to an increase in amortization of
purchased and internally developed software products. As a percentage of
software license fees, these costs decreased to 9.7% in the first quarter of
fiscal 1997 from 11.0% for the same period in fiscal 1996 due primarily to the
year to year increase in license fees.
Cost of maintenance remained virtually constant at $6.5 million for both the
first quarter of fiscal 1997 and the first quarter of fiscal 1996. As a
percentage of maintenance fees, these costs decreased to 12.8% in the first
quarter of fiscal 1997 from 14.9% for the first quarter of fiscal 1996.
Cost of professional services increased $15.8 million, or 39.8%, to $55.3
million in the first quarter of fiscal 1997 from $39.5 million in the first
quarter of fiscal 1996. The increase in these expenses was due primarily to
the growth in the professional staff of 566 to 2,661 people at the end of the
first quarter of fiscal 1997 from 2,095 at the end of the same period in fiscal
1996. As a percentage of professional services fees, these costs increased to
89.4% in the first quarter of fiscal 1997 from 85.8% in the first quarter of
fiscal 1996.
Software product development costs increased $406,000 or 3.6%, to $11.7 million
in the first quarter of fiscal 1997 from $11.3 million in the first quarter of
fiscal 1996. Before the capitalization of internally developed software
products, total research and development expenditures decreased $250,000 to
$14.0 million, or 2.0%, in the first quarter of fiscal 1997 from $14.3 million
in the first quarter of fiscal 1996. Capitalized research and development
expenditures decreased $655,000 in the first quarter of fiscal 1997. The lower
capitalization was influenced primarily by fewer projects meeting the criteria
for capitalization than in the comparable period last year.
Sales and marketing costs increased $8.1 million, or 17.5%, to $54.0 million in
the first quarter of fiscal 1997 from $45.9 million in the first quarter of
fiscal 1996. The increase in sales and marketing costs was due primarily to
the expansion of the worldwide sales and marketing organizations.
Administrative and general costs increased $307,000, or 3.2%, to $9.8 million
in the first quarter of fiscal 1997 from $9.5 million in the first quarter of
fiscal 1996. The increase in these costs was due primarily to the increase in
the corporate communications and employee development programs in order to
support the Company's growth.
During the first quarter of fiscal 1997, the Company recognized $16.7 million
of expense for purchased research and development costs associated with the
acquisition of Direct Technology Limited in May 1996.
10
<PAGE> 11
COMPUWARE CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
Income from operations for the first quarter of fiscal 1997 was $3.7 million,
as compared to income from operations of $9.5 million in the first quarter of
fiscal 1996. Excluding the purchased research and development expense of $16.7
million described above, in fiscal 1997, income from operations increased $10.8
million, or 114.4%, to $20.3 million in the first quarter of fiscal 1997 from
$9.5 million in the first quarter of fiscal 1996. As a percentage of revenues,
income from operations before special charges increased to 12.5% in the first
quarter of fiscal 1997 from 7.5% in the same period of fiscal 1996.
Net interest and investment income for the first quarter of fiscal 1997 was
$1.2 million as compared to $2.3 million in the first quarter of fiscal 1996.
This decrease was due primarily to lower than average cash balances in the
fiscal 1997 period as compared to the fiscal 1996 period.
In the first quarter of fiscal 1997, the Company had an income tax provision of
$1.6 million, as compared to an income tax provision of $4.0 million in the
first quarter of fiscal 1996.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 1996, the Company held $108.3 million in cash and investments.
The Company has no debt other than the $5.8 million of notes issued as part of
the Direct Technology Limited acquisition. (See note 4 of Notes to Condensed
Consolidated Financial Statements) The Company continues to finance its growth
through funds generated from operations.
During the first quarter of fiscal 1997, the Company acquired the outstanding
stock of Technalysis Corporation, Direct Technology Limited, and Adams &
Reynolds Inc. for an aggregate cash outlay of approximately $61.2 million. In
July 1996, the Company completed the acquisition DRD Promark, Inc. for
approximately $5.8 million in cash. (See notes 4 and 6 of Notes to Condensed
Consolidated Financial Statements) The Company continues to evaluate business
acquisition opportunities that fit the Company's strategic plans.
In May 1995, the Company announced that its Board of Directors had authorized a
stock repurchase program, pursuant to which the Company may purchase up to $100
million of outstanding Company stock. In fiscal year 1996, the Company
purchased approximately 2,915,800 shares at a total cost of approximately $70.3
million. The Company does not currently intend to buy additional shares in
fiscal 1997.
The Company believes that its available cash resources, together with cash flow
from operations will be sufficient to meet its cash needs for the foreseeable
future.
11
<PAGE> 12
COMPUWARE CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibit is filed herewith.
Exhibit
Number Description of Document
------- -----------------------
27 Financial Data Schedule
(b) Reports on Form 8-K.
None
12
<PAGE> 13
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.
COMPUWARE CORPORATION
Date: August 12, 1996 By: /s/ Joseph A. Nathan
--------------- ---------------------
Joseph A. Nathan
President
Chief Operating Officer
Date: August 12, 1996 By: /s/ Ralph A. Caponigro
--------------- --------------------------
Ralph A. Caponigro
Senior Vice President
Chief Financial Officer
13
<PAGE> 14
EXHIBIT INDEX
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- - ------- ----------- ------------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 53,170
<SECURITIES> 4,464
<RECEIVABLES> 193,874
<ALLOWANCES> 5,097
<INVENTORY> 0
<CURRENT-ASSETS> 311,144
<PP&E> 92,939
<DEPRECIATION> 32,820
<TOTAL-ASSETS> 550,387
<CURRENT-LIABILITIES> 196,485
<BONDS> 5,782
0
0
<COMMON> 424
<OTHER-SE> 325,285
<TOTAL-LIABILITY-AND-EQUITY> 550,387
<SALES> 162,338
<TOTAL-REVENUES> 162,338
<CGS> 158,687
<TOTAL-COSTS> 158,687
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 138
<INCOME-PRETAX> 4,883
<INCOME-TAX> 1,626
<INCOME-CONTINUING> 3,257
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,257
<EPS-PRIMARY> .07
<EPS-DILUTED> .07
</TABLE>
