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 March 31, 1997 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: 0-18793
VITAL SIGNS, INC.
(Exact name of registrant as specified in its charter)
New Jersey 11-2279807
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
20 Campus Road
Totowa, New Jersey 07512
(Address of principal executive office, including zip code)
201-790-1330
(Registrant's telephone number, including area code)
_______________________________________________________________________________
Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
At May 1, 1997, there were 12,989,207 shares of Common Stock, no par value,
outstanding.
<PAGE>
VITAL SIGNS, INC.
INDEX
Page
Number
Part I. Financial Information 1
Item 1. Financial Statements
Consolidated Balance Sheet as of
March 31, 1997 (Unaudited) and
September 30, 1996 2
Consolidated Statement of Income
for the Six Months Ended
March 31, 1997 and 1996 (Unaudited) 3
Consolidated Statement of Income for
the Three Months ended
March 31, 1997 and 1996 (Unaudited) 4
Consolidated Statement of Cash
Flows for the Six Months Ended
March 31, 1997 and 1996 (Unaudited) 5
Notes to Consolidated Financial
Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results of
Operations 7-10
Part II.
Item 1. Legal Proceedings 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
<PAGE>
PART I. Financial Information
Item 1. Financial Statements
Certain information and footnote disclosures required under generally
accepted accounting principles have been condensed or omitted from the following
consolidated financial statements pursuant to the rules and regulations of the
Securities and Exchange Commission. Vital Signs, Inc. (the "registrant" or the
"Company" or "Vital Signs") believes that the disclosures are adequate to assure
that the information presented is not misleading in any material respect. It is
suggested that the following consolidated financial statements be read in
conjunction with the year-end consolidated financial statements and notes
thereto included in the registrant's Annual Report on Form 10-K for the year
ended September 30, 1996.
The results of operations for the interim periods presented herein are not
necessarily indicative of the results to be expected for the entire fiscal year.
<PAGE>
<TABLE>
<CAPTION>
VITAL SIGNS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
March 31, 1997 September 30, 1996
-------------- ------------------
(In Thousands)
ASSETS
(Unaudited)
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 15,326 $ 17,747
Marketable securities 1,984 602
Accounts receivable, less allowance for
doubtful accounts of $137 and $169, respectively 15,088 13,887
Inventory 15,154 13,013
Prepaid expenses and other current assets 8,398 8,279
---------- ----------
Total Current Assets 55,950 53,528
Property, Plant and Equipment - net 24,629 21,131
Marketable Securities 27,931 28,187
Goodwill 16,412 16,619
Other Assets 4,031 4,291
------------ ------------
Total Assets $ 128,953 $ 123,756
-=========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 3,626 $ 4,066
Current portion of long-term debt 200 500
Accrued expenses 2,165 2,406
Amounts payable relating to acquisitions 275 236
Deferred income taxes payable 1,240 1,500
------------ ------------
Total Current Liabilities 7,506 8,708
Deferred Income Taxes Payable 1,270 1,334
Long-term debt 2,500 2,700
Other 656 775
------------ ------------
Total Liabilities 11,932 13,517
------------ ------------
Commitments and Contingencies
Stockholders' Equity
Common stock - no par value:
authorized 40,000,000 shares, issued
12,989,207 and 13,062,701 shares, respectively 27,833 29,666
Allowance for aggregate unrealized loss
on marketable securities (409) (426)
Retained earnings 89,597 80,999
------------ ------------
Stockholders' Equity 117,021 110,239
------------ ------------
Total Liabilities and Stockholders' Equity $ 128,953 $ 123,756
============ ============
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
VITAL SIGNS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
For the Six Months Ended March 31,
1997 1996
(In Thousands Except Per Share Amounts)
Net sales - continuing product lines $ 46,675 $ 44,311
Net sales - product line disposed --- 808
----------- -----------
Net sales - total 46,675 45,119
Cost of goods sold 20,266 19,342
----------- -----------
Gross profit 26,409 25,777
----------- -----------
Operating expenses:
Selling, general and administrative 11,607 11,368
Research and development 1,807 1,775
Interest income (1,234) (1,266)
Interest expense 139 168
Other income, net (510) (765)
Goodwill amortization 287 270
----------- ----------
Income before provision for income taxes 14,313 14,227
Provision for income taxes 4,664 5,032
----------- ----------
Net income $ 9,649 $ 9,195
=========== ==========
Net income per share $ .74 $ .71
=========== ==========
Weighted average number of shares 13,010 13,026
=========== ==========
See Notes to Consolidated Financial Statements
<PAGE>
VITAL SIGNS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
For the Three Months Ended March 31,
1997 1996
(In Thousands Except Per Share Amounts)
Net sales - continuing product lines $ 23,845 $ 22,596
Net sales - product line disposed --- 406
--------- -----------
Net sales - total 23,845 23,002
Cost of goods sold 10,413 9,877
--------- -----------
Gross profit 13,432 13,125
--------- -----------
Operating expenses:
Selling, general and administrative 5,841 5,782
Research and development 891 829
Interest income (608) (572)
Interest expense 76 83
Other expense (income), net 155 (370)
Goodwill amortization 151 141
-------- -----------
Income before provision for income taxes 6,926 7,232
Provision for income taxes 2,179 2,583
-------- -----------
Net income $ 4,747 $ 4,649
=========== ===========
Net income per share $ .37 $ .36
=========== ===========
Weighted average number of shares 12,984 13,043
=========== ===========
See Notes to Consolidated Financial Statements
<PAGE>
<TABLE>
VITAL SIGNS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
<CAPTION>
For the Six Months Ended March 31,
1997 1996
(In Thousands)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 9,649 $ 9,195
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and amortization 1,101 794
Deferred income taxes (324) (7)
Amortization of goodwill 287 270
Amortization of deferred credit (50) (50)
Net gain on sales of available for sale securities (759) 277
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable (1,201) 1,981
(Increase) in inventory (2,141) (71)
(Increase)decrease in prepaid expenses and
other current assets (119) 1,482
(Decrease) in accounts payable
and accrued expenses (681) (2,270)
Decrease (increase) in other assets 230 (445)
---------- --------
Net cash provided by operating activities 5,992 11,156
---------- --------
Cash Flows from Investing Activities:
Proceeds from sales of available-for-sale
securities. 7,409 49,938
Purchases of available-for-sale securities (7,759) (42,878)
Acquisition of property, plant and equipment (4,599) (1,938)
Payment for purchase of subsidiaries net of
cash acquired (80) (5,435)
Assets held for sale --- (2,750)
----------- ------------
Net cash used in investing activities (5,029) (3,063)
------------ -------------
Cash Flows from Financing Activities:
Net reissuance (purchase) of treasury stock (2,077) 160
Dividends paid (1,045) (781)
Proceeds from exercise of stock options and warrants 238 621
Principal payments of long-term debt and
notes payable (500) (1,011)
------------ ------------
Net cash used in financing activities (3,384) (1,011)
------------ ------------
Net decrease (increase) in cash and cash equivalents (2,421) 7,082
Cash and cash equivalents at beginning of period 17,747 8,334
----------- -----------
Cash and cash equivalents at end of period $ 15,326 $ 15,416
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid during the six months for:
Interest $ 133 $ 152
Income taxes 6,359 4,309
Supplemental schedule of noncash investing activities:
Accrued amounts relating to purchase of subsidiaries $ --- $ 125
See Notes to Consolidated Financial Statements
</TABLE>
<PAGE>
VITAL SIGNS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The consolidated balance sheet as of March 31, 1997, the consolidated
statements of income for the three and six months ended March 31, 1997
and 1996 and the consolidated statement of cash flows for the six months
ended March 31, 1997 and 1996 have been prepared by Vital Signs, Inc.
(the "Company" or "VSI") and are unaudited. In the opinion of management,
all adjustments (consisting solely of normal recurring adjustments)
necessary to present fairly the financial position, results of operations
and cash flows at March 31, 1997 and 1996 and for all periods presented
have been made.
2. Earnings per share are computed using the weighted average number of
common shares outstanding during the period. The dilutive effect of
common stock equivalents is not material. The Company will be required to
adopt Statement of Financial Accounting Standards #128 - "Earnings Per
Share" in the quarter ending December 31, 1997. The affect of this
adoption is not expected to be significant to the Consolidated Financial
Statements.
3. See the Company's Annual Report on Form 10-K for the year ended September
30, 1996 (the "Form 10-K") for additional disclosures relating to the
Company's financial statements.
4. On March 14, 1997, Vital Signs, Inc. (the "Company") announced that it
has entered into a definitive merger agreement providing for the Company
to acquire Marquest Medical Products, Inc. ("Marquest"), which would
become a wholly-owned subsidiary of the Company. Separately, the Company
entered into an agreement with Scherer Healthcare, Inc. ("Scherer"),
which is the majority shareholder of Marquest, to acquire, for cash,
certain product rights previously sold by Marquest to Scherer. The
Company also entered into inducement agreements with Scherer and Robert
Scherer, Scherer's principal shareholder, in connection with the
commitment of Scherer and Robert Scherer to vote their shares in favor of
the transaction. The agreements are subject to the approval of Marquest's
and Scherer's shareholders. As a result of these transactions the Company
will pay approximately $18.5 million and assume Marquest's debt of
approximately $5 million. See Form 8-K filed on March 19, 1997 for
additional information.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Introduction
The Company disposed of its endoscopic product line during Fiscal 1996.
See Item 6 of the Company's Annual Report on Form 10-K for the year ended
September 30, 1996. In its analysis of the Company's results of operations,
management views net sales from continuing product lines (i.e., excluding the
revenues derived from its endoscopic product line) as the relevant revenue base
from which to make analytic comparisons. Since the expenses of the endoscopic
product line were not material to the Company's results of operations and did
not vary substantially prior to the discontinuation of that product line,
management's analysis below includes within all line items, other than sales,
the results of operations of both the Company's continuing product lines and the
Company's discontinued endoscopic product line.
Results of Operations
The following table sets forth, for the periods indicated, the percentage
increase (decrease) of certain items included in the Company's consolidated
statement of income.
<TABLE>
Increase/(Decrease) From
Prior Period
<CAPTION>
Six Months Ended Three Months Ended
March 31, 1997 compared March 31,1997 compared
with Six Months Ended with Three Months ended
March 31, 1996 March 1996
<S> <C> <C>
Net sales -continuing product lines 5.3% 5.5%
Cost of goods sold 4.8 5.4
Gross profit 2.5 2.3
Selling, general and administrative
expense 2.1 1.0
Research and development expenses 1.8 7.5
Income before provision for
income taxes 0.6 (4.2)
Provision for income taxes (7.3) (15.6)
Net income 4.9 2.1
</TABLE>
<PAGE>
COMPARISON: QUARTER ENDED MARCH 31, 1997
AND QUARTER ENDED MARCH 31, 1996
Results of Operations (continued)
Three Months Ended March 31, 1997
Net sales--continuing product lines for the quarter ended March 31,
1997 increased by 5.5% compared with the same period last year. The increase was
due primarily to an increase in unit sales and the activity of HealthStar
Pharmaceutical Services (subsequently renamed Vital Pharma, Inc. ("VPI"), which
was acquired in January, 1996. Price changes did not have a material effect
on net sales during these periods.
Sales of anesthesia products (representing 62.0% of net
sales--continuing product lines) grew 3.7% from the quarter ended March 31, 1996
to the quarter ended March 31, 1997 due to increased unit sales. Sales of
critical care and respiratory products (representing 33.7% of net
sales--continuing product lines) increased by 3.5% due to increased unit sales.
Other products, accounting for 4.3% of net sales, increased by 79.9% from the
comparable period in Fiscal 1996, reflecting the increased activity of VPI.
Gross profit increased by 2.3% in absolute dollar amount. This increase
is the result of increased sales combined with the effects of the Company's
re-engineering and cost reduction efforts offset by sales of certain products
with gross margins below the Company's average gross margin, as well as the
sales price pressure that is evident within the cost conscious health care
industry today. On a consolidated basis the Company's gross profit percentage
for the quarter ended March 31, 1997 was 56.3 % compared to 57.1% in the same
time period of last fiscal year, reflecting the impact of lower margin sales.
Selling, general and administrative expenses increased by 1.0% in
dollar volume, as the result of increases in costs to support international
sales growth and the increased activity at VPI.
Research and development (R&D) expenses increased by 7.5% due to an
increase in new product opportunities. The Company continues to make an active
commitment to internal new product development.
Other income/expense, which decreased by $525,000 from the quarter
ended March 31, 1996 to the quarter ended March 31, 1997, includes dividend
income, realized capital gains and losses, currency gains and losses and legal
and other expenses related to non-operational items. In the 1996 quarter the
Company realized capital gain and other income while in the 1997 quarter, no
significant capital gain or other income occurred.
The Company's effective tax rates were 31.5% and 35.7% for the three
months ended March 31, 1997 and 1996 respectively. The rates are less than the
combined Federal and State statutory rates primarily as a result of the
utilization of capital loss carry forwards and a special deduction realized in
fiscal 1997 which will reduce taxable income in 1997 by approximately $3 million
but will not be repeated in the future. Thus, the Company's effective tax rate
is expected to increase in fiscal 1998.
<PAGE>
COMPARISON: SIX MONTHS ENDED MARCH 31, 1997
AND SIX MONTHS ENDED MARCH 31, 1996
Results of Operations (continued)
Six Months Ended March 31, 1997
Net sales--continuing product lines for the six months ended March 31,
1997 increased by 5.3% compared with the same period last year. The increase was
due primarily to an increase in unit sales and the increased activity at
HealthStar Pharmaceutical Services (subsequently renamed Vital Pharma, Inc.
("VPI"). Price changes did not have a material effect on net sales during
these periods.
Sales of anesthesia products (representing 62.9% of net
sales--continuing product lines) grew 4.2% from the six months ended March 31,
1996 to the six months ended March 31, 1997. Sales of critical care and
respiratory products (representing 33.2% of net sales--continuing product lines)
decreased by 0.6% due to lower unit sales. The Company has not had success in
obtaining group purchasing contracts with respect to critical care and
respiratory products. This has contributed to the lower unit volumes. Other
products, accounting for 3.9% of net sales, increased by 224.9% from the
comparable period in Fiscal 1996, reflecting the increased activity at VPI.
Gross profit increased by 2.5% in absolute dollar amount. This
increase is the result of higher sales and the Company's re-engineering and cost
reduction efforts offset by sales of certain products with gross margins below
the Company's average gross margin, as well as the sales price pressure that is
evident within the cost conscious health care industry today. On a consolidated
basis the Company's gross profit percentage for the six months ended March 31,
1997 was 56.6% compared to 57.1% in the same time period of the last fiscal
year.
Selling, general and administrative expenses increased by 2.1% in
dollar volume, as the result of increases in costs to support international
sales growth and the acquisition of VPI.
Research and development (R&D) expenses increased slightly, as certain
new product projects intensified during the last three months. The Company
continues to make an active commitment to new product development.
Other income/expense, which decreased by $255,000 from the six months
ended March 31, 1996 to the six months ended March 31, 1997, includes dividend
income, realized capital gains and losses, legal and other expenses related to
non-operational items and currency gains and losses. In the 1996 period the
Company realized capital gain and other income while in the 1997 period, no
significant capital gain or other income occurred.
The Company's effective tax rates were 32.6% and 35.4% for the six
months ended March 31, 1997 and 1996 respectively. The rates are less than the
combined Federal and State statutory rates primarily as a result of the
utilization of capital loss carry forwards and a special deduction realized in
fiscal 1997 which will reduce taxable income in 1997 by approximately $3 million
but will not be repeated in the future. Thus the Company's effective tax rate
is expected to increase in fiscal 1998.
On November 18, 1996, the Company announced it won a dual source
supply agreement with Premier Purchasing Partners LP ("Premier"), an affiliate
of the largest healthcare purchasing group in the United States (see page 9 of
the Company's Annual Report on Form 10-K for the year ended September 30, 1996).
This agreement covers a variety of anesthesia products and provides for
favorable pricing for the group in exchange for committed purchasing volume
(90%) of usage from the member hospitals. The agreement covers a five year term
and is effective starting February 1, 1997. Based on current membership data,
management anticipates that the effect on operating income and gross margin
contribution (dollars) will not be dilutive in spite of lower pricing and gross
margin percentages. This statement regarding dilutive impact constitutes a
<PAGE>
forward-looking statement under the Private Securities Litigation Reform Act of
1995. The effects of the contract could differ materially from these estimates
as the contract is implemented, if the volume of purchases is less than
anticipated, if the Company is required to incur unanticipated selling expenses
or if the product mix purchased does not result in anticipated manufacturing
efficiencies.
Liquidity and Capital Resources
The Company continues to rely upon cash flow from its operations as
well as the funds generated from its initial and second public offerings. During
the six months ended March 31, 1997, cash and cash equivalents and short-term
investments decreased by $1,039,000 while long-term marketable securities
decreased by $256,000. Long-term debt was reduced by $500,000, $2,077,000 of
treasury stock was acquired pursuant to a previously announced buy-back plan,
and the Company paid $1,045,000 of dividends during the first six months of
Fiscal 1997. Capital expenditures of $4,599,000 were made to improve
efficiencies and support new business opportunities. The combined total of cash
and cash equivalents, short-term investment and long-term investments was
approximately $45.2 million at March 31, 1997 as compared to $46.5 million at
September 30, 1996.
At March 31, 1997, the Company had $15.3 million in cash and cash
equivalents. On that date, the Company's working capital was $48.4 million and
the current ratio was 7.5 to 1, as compared to $44.8 million and 6.1 to 1 at
September 30, 1996. The Company's current policy is to retain such working
capital and earnings for use in its business, subject to the payment of certain
cash dividends and treasury stock repurchases. Such funds may be used for
product development, product acquisitions and business acquisitions, among other
things. The Company regularly evaluates and negotiates with domestic and foreign
medical device companies regarding potential business or product line
acquisitions or licensing arrangements by the Company.
On March 14, 1997, Vital Signs, Inc. (the "Company") announced that
it has entered into a definitive merger agreement providing for the Company to
acquire Marquest Medical Products, Inc. ("Marquest"), which would become a
wholly-owned subsidiary of the Company. Separately, the Company entered into an
agreement with Scherer Healthcare, Inc. ("Scherer"), which is the majority
shareholder of Marquest, to acquire, for cash, certain product rights previously
sold by Marquest to Scherer. The Company entered into inducement agreements with
Scherer and Robert Scherer, Scherer's principal shareholder, in connection with
the commitment of Scherer and Robert Scherer to vote their shares in favor of
the transaction. The agreements are subject to the approval of Marquest's and
Scherer's shareholders. As a result of the transaction the Company will pay
approximately $18.5 million and assume Marquest's debt of approximately $5
million. See the current Report on Form 8-K filed on March 19, 1997 for
additional information
The Company has a $10 million line of credit with Chase Manhattan Bank
("Chase"). Chase has also expressed its intention to provide additional funds
for the Company's future acquisitions, provided that each such acquisition meets
certain criteria. The terms for any borrowing would be negotiated at the date of
origination.
Management believes that the funds generated from operations, along
with the Company's current working capital position and bank credit, will be
sufficient to satisfy the Company's capital requirements for the foreseeable
future. This statement constitutes a forward-looking statement under the Private
Securities Litigation Reform Act of 1995. The Company's liquidity could be
adversely impacted and its need for capital change if costs are higher than
anticipated, operating results differ significantly from recent experience or
adverse events affect the Company's operations.
<PAGE>
PART II. Other Information
Item 1. Legal Proceedings.
On March 24, 1997 and on April 9, 1997 separate
actions were commenced against the Company in New
Jersey and California, respectively, by dealers of
Marquest Medical Products, Inc. who had received
notification that their dealer relationships with
Marquest were to be terminated. While the lawsuits
are not identical, they assert similar claims against
the Company with regard to misappropriation of
confidential information and violation of certain
statutory provisions relating to the protection of
dealership rights. In addition the action in
California asserts claims for violation of the
Robinson-Patman Act. Each of the actions also names
Marquest as a defendant and similar claims are
asserted against it. The Company intends to
vigorously defend these actions and does not believe
that such proceedings will materially adversely
impact the Company's consolidated financial
condition, results of operations or liquidity.
Predictions regarding the impact of such proceedings
constitute forward-looking statements under the
Private Securities Litigation Reform Act of 1995. The
actual impact of such proceedings could differ
materially from the impact anticipated, primarily as
a result of uncertainties involved in the proof of
facts in legal proceedings.
For further discussion also see Item 3 of the
Company's Annual Report on Form 10-K for the year
ended September 30, 1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits: 27.1 - Financial Data Schedule
(b) Reports on Form 8-K filed during the quarter
ended March 31, 1997.
(i) Current Report on Form 8-K dated
March 14, 1997 providing (item 5 and
7) information regarding the Company's
acquisition of Marquest.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VITAL SIGNS, INC.
By: /s/ Anthony J. Dimun
_____________________________
Anthony J. Dimun
Executive Vice President of
Finance and Chief Financial
Officer
Date: May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S BALANCE SHEET AT MARCH 31, 1997 AND SIX MONTH INCOME STATEMENT
ENDING MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US
<S> <C>
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-END> MAR-31-1997
<PERIOD-TYPE> 6-MOS
<EXCHANGE-RATE> 1
<CASH> 15,326
<SECURITIES> 1,984
<RECEIVABLES> 15,225
<ALLOWANCES> 137
<INVENTORY> 15,154
<CURRENT-ASSETS> 55,950
<PP&E> 32,555
<DEPRECIATION> (7,926)
<TOTAL-ASSETS> 128,953
<CURRENT-LIABILITIES> 7,506
<BONDS> 2,500
0
0
<COMMON> 27,833
<OTHER-SE> (409)
<TOTAL-LIABILITY-AND-EQUITY> 128,953
<SALES> 46,675
<TOTAL-REVENUES> 46,675
<CGS> 20,266
<TOTAL-COSTS> 20,266
<OTHER-EXPENSES> 2,094
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 139
<INCOME-PRETAX> 14,313
<INCOME-TAX> 4,664
<INCOME-CONTINUING> 9,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,649
<EPS-PRIMARY> .74
<EPS-DILUTED> .74
</TABLE>
