<PAGE> 1
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 quarter ended December 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For this transition period from to
------------- ---------------
Commission file number O-19291
CORVEL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-0282651
- -------------------------------------- -------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
2010 Main Street, Suite 1020
Irvine, CA 92614
- -------------------------------------- -------------------
(Address of principal executive office) (zip code)
Registrant's telephone number, including code: (714) 851-1473
--------------
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 outstanding of the registrant's Common Stock, $0.0001 Par
Value, as of December 31, 1997 was 4,130,000 shares.
================================================================================
<PAGE> 2
CORVEL CORPORATION
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets - March 31, 1997 (audited) and December 31,
1997 (unaudited)- Page 3 of 13
Consolidated Statements of Income -- Three months ended December 31,
1996 and 1997 (both unaudited) - Page 4 of 13
Consolidated Statements of Income -- Nine months ended December 31, 1996
and 1997 (both unaudited) - Page 5 of 13
Consolidated Statements of Cash Flows -- Nine months ended December 31,
1996 and 1997 (both unaudited) - Page 6 of 13
Notes to Consolidated Financial Statements (unaudited) - December 31,
1997 - Page 7 of 13
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations - Pages 8 through 11 of 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings - Page 12 of 13
Item 2. Changes in Securities - Page 12 of 13
Item 3. Defaults upon Senior Securities - Page 12 of 13
Item 4. Submission of Matters to a Vote of Security Holders - Page 12 of 13
Item 5. Other Information - Page 12 of 13
Item 6. Exhibits and Reports on Form 8-K - page 12 of 13
Page 2 of 13
<PAGE> 3
Part I - Financial Information
Item 1. Financial Statements
CORVEL CORPORATION
CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 1997 AND DECEMBER 31, 1997
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1997
-------------- -----------------
(audited) (unaudited)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents $15,665,000 $11,080,000
Accounts receivable, net 22,294,000 24,957,000
Prepaid taxes and expenses 124,000 227,000
Deferred income taxes 1,746,000 500,000
----------- -----------
Total current assets 39,829,000 36,764,000
----------- -----------
Property and Equipment, Net 13,100,000 15,501,000
Other Assets 5,895,000 6,594,000
----------- -----------
TOTAL ASSETS $58,824,000 $58,859,000
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 6,603,000 6,341,000
Accrued liabilities 4,630,000 6,019,000
----------- -----------
Total current liabilities 11,233,000 12,360,000
----------- -----------
Deferred income taxes 1,504,000 1,459,000
Stockholders' Equity
Common stock -- --
Paid-in-capital 28,122,000 29,534,000
Treasury Stock, (357,000 shares at March 31,
1997 and 654,000 shares at December 31, 1997) (9,461,000) (18,971,000)
Retained earnings 27,426,000 34,477,000
----------- -----------
Total stockholders' equity 46,087,000 45,040,000
----------- -----------
TOTAL LIABILITIES AND EQUITY $58,824,000 $58,859,000
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 3 of 13
<PAGE> 4
CORVEL CORPORATION
INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH 31, 1998
THIRD QUARTER ENDING DECEMBER 31, 1997
<TABLE>
<CAPTION>
Three months ending December 31,
--------------------------------
1996 1997
---- ----
<S> <C> <C>
REVENUES $30,441,000 $35,558,000
Cost of Revenues 24,760,000 28,963,000
----------- -----------
Gross profit 5,681,000 6,595,000
General and administrative expenses 2,170,000 2,732,000
----------- -----------
Income before income taxes 3,511,000 3,863,000
Income tax provision 1,334,000 1,468,000
----------- -----------
NET INCOME $ 2,177,000 $ 2,395,000
=========== ===========
BASIC EARNINGS PER SHARE $ .47 $ .58
=========== ===========
Weighted shares for basic earnings per share 4,641,000 4,154,000
DILUTED EARNINGS PER SHARE $ .46 $ .56
=========== ===========
Weighted shares for diluted earnings per share 4,732,000 4,274,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 4 of 13
<PAGE> 5
CORVEL CORPORATION
INCOME STATEMENT
FISCAL YEAR ENDING FISCAL MARCH 31, 1998
NINE MONTHS ENDING DECEMBER 31, 1997
<TABLE>
<CAPTION>
Nine months ending December 31,
-------------------------------
1996 1997
---- ----
<S> <C> <C>
REVENUES $90,011,000 $104,265,000
Cost of Revenues 73,452,000 84,728,000
----------- -----------
Gross profit 16,559,000 19,537,000
General and administrative expenses 6,380,000 8,164,000
----------- -----------
Income before income taxes 10,179,000 11,373,000
Income tax provision 3,868,000 4,322,000
----------- -----------
NET INCOME $ 6,311,000 $ 7,051,000
=========== ===========
BASIC EARNINGS PER SHARE $ 1.36 $ 1.67
=========== ===========
Weighted shares for basic earnings per share 4,640,000 4,211,000
DILUTED EARNINGS PER SHARE $ 1.33 $ 1.63
=========== ===========
Weighted shares for diluted earnings per share 4,746,000 4,314,000
</TABLE>
See accompanying notes to consolidated financial statements.
Page 5 of 13
<PAGE> 6
CORVEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED DECEMBER 31, 1996 AND 1997
<TABLE>
<CAPTION>
Nine months ended September 30,
---------------------------------
1996 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME $ 6,311,000 $ 7,051,000
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 2,981,000 3,335,000
Changes in operating assets and liabilities
Accounts receivable (1,881,000) (2,663,000)
Prepaid taxes and expenses 1,068,000 1,143,000
Accounts payable 1,826,000 (262,000)
Accrued liabilities 899,000 1,389,000
Income taxes payable 991,000 (45,000)
Other assets (1,463,000) (749,000)
------------ -----------
Net cash provided by operating activities 10,732,000 9,199,000
------------ -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment (3,885,000) (5,686,000)
------------ -----------
Net cash used in investing activities (3,885,000) (5,686,000)
------------ -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchase of Treasury Stock (2,119,000) (9,510,000)
Sale of common and exercise of stock
options and related tax benefits 1,236,000 1,412,000
------------ -----------
Net cash provided by financing activities (883,000) (8,098,000)
------------ -----------
INCREASE (DECREASE) IN CASH: 5,964,000 (4,585,000)
Cash and cash equivalents at beginning 17,113,000 15,665,000
------------ -----------
Cash and cash equivalents at end $ 23,077,000 $11,080,000
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.
Page 6 of 13
<PAGE> 7
CORVEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1997 (UNAUDITED)
A. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the three months
ended December 31, 1997 are not necessarily indicative of the results that
may be expected for the year ended March 31, 1998. For further information,
refer to the consolidated financial statements and footnotes thereto for the
year ended March 31, 1997 included in the Company's registration statement
on Form 10-K.
B. Earnings per Share
------------------
Earnings per common and common equivalent shares were computed by dividing
net income by the weighted average number of shares of common stock and
common stock equivalents outstanding during the quarter. For calculation of
the common and common equivalent shares, see Exhibit 11 included herein.
Page 7 of 13
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
The following table contains certain financial data as a percentage of revenues:
<TABLE>
<CAPTION>
Three months ended December 31: 1996 1997
------------------------------ ---- ----
<S> <C> <C>
Revenues 100.0% 100.0%
Cost of services 81.4 81.5
----- -----
Gross profit 18.6 18.5
----- -----
General and administrative 7.1 7.7
----- -----
Income from operations 11.5 10.8
----- -----
Income tax provision 4.4 4.1
----- -----
NET INCOME 7.1% 6.7%
===== =====
Nine months ended December 31: 1996 1997
----------------------------- ---- ----
Revenues 100.0% 100.0%
Cost of services 81.6 81.3
----- -----
Gross profit 18.4 18.7
----- -----
General and administrative 7.1 7.8
----- -----
Income from operations 11.3 10.9
----- -----
Income tax provision 4.3 4.1
----- -----
NET INCOME 7.0% 6.8%
===== =====
</TABLE>
Revenues for the three months ended December 31 increased by $5.1 million
to $35.6 million, an increase of 17% over the $30.4 million revenue for
the comparable period in the prior fiscal year. The increase in revenues
is primarily attributable to a 29% increase in patient management revenue
along with a 4% increase in provider revenues. Case management revenue
grew to $20.1 million from $15.6 million in the prior year, an increase
of $4.5 million. The increase in patient management is primarily due to a
few national case management contracts which the company was awarded
during the past year.
Revenues for the nine months ended December 31, 1997 increased by $14.3
million to $104.3 million, an increase of 16% over the $90.0 million
revenue for the comparable period in the prior fiscal year. The increase
in revenues is primarily attributable to a 26% increase in patient
management revenue along with a 5% increase in provider revenues. Case
management revenue grew to $58.2 million from $46.3 million in the prior
year, an increase of $11.9 million. The increase in patient management is
primarily due to a few national case management contracts which the
company was awarded during the past year.
Page 8 of 13
<PAGE> 9
Cost of revenues for the three months ended December 31, 1997 remained
relatively unchanged at 18.5% compared to 18.7% for the prior year. Cost
of revenues for the nine months ending December 31, 1997 increased to
18.7% from 18.4% for the same period in the prior year. The gross profit
margin increased due to increased productivity in the Company's patient
management services, offset by pricing pressures in portions of the
provider program business.
General and administrative expenses as a percentage of revenues increased
from 7.1% for the quarter ending December 31, 1996, to 7.7% for the
quarter ending December 31, 1997. General and administrative expenses as
a percentage of revenues increased from 7.1% for the six months ending
December 31, 1996, to 7.8% for the nine months ending December 31, 1997.
These increases were primarily attributable to increases in certain
general and administrative expenses (including increased period costs for
systems due to the installation of a wide area network (WAN)).
LIQUIDITY AND CAPITAL RESOURCES
The Company has funded its operations and capital expenditures primarily
from cash flow from operations. During the nine months ending December
31, 1997, net working capital decreased by $4.2 million, from $28.6
million at March 31, 1997 to $24.4 million at December 31, 1997. This
decrease was primarily to the repurchase of $9.5 million of the Company's
common stock during the nine months ending December 31, 1997. As of
December 31, 1997, the Company had $11.1 million in cash, primarily in
short-term highly-liquid investments with maturities of 90 days or less.
The Company has historically required substantial capital to fund the
growth of its operations, particularly working capital to fund the growth
in accounts receivable. The Company believes, however, that the cash
balance at December 31, 1997 along with anticipated internally generated
funds will be sufficient to meet the Company's expected cash requirements
for at least the next twelve months.
CAUTIONARY STATEMENT REGARDING RISK FACTORS
Certain statements contained in the Company's Annual Report on
Form 10-K for the year ended March 31, 1997, Quarterly Report on Form
10-Q for the quarter ending December 31, 1997, as well as the Company's
Annual Report for the year ending March 31, 1997, such as statements
concerning the development of new services, possible legislative changes,
and other statements contained herein regarding matters that are not
historical facts, are forward-looking statements (as such term is defined
in the Securities Act of 1933, as amended). Because such statements
involve risks and uncertainties, actual results may differ materially
from those expressed or implied by such forward-looking statements.
Past financial performance is not necessarily a reliable
indicator of future performance, and investors should not use historical
performance to anticipate results or future period trends. Factors that
could cause actual results to differ materially include, but are not
limited to, those discussed below. In addition, reference is made to the
Company's most recent annual report for the fiscal year ending March 31,
1997.
Page 9 of 13
<PAGE> 10
POTENTIAL ADVERSE IMPACT OF GOVERNMENT REGULATION. Many states,
including a number of those in which the Company transacts business, have
licensing and other regulatory requirements applicable to the Company's
business. Approximately half of the states have enacted laws that require
licensing of businesses which provide medical review services. Some of
these laws apply to medical review of care covered by workers'
compensation. These laws typically establish minimum standards for
qualifications of personnel, confidentiality, internal quality control,
and dispute resolution procedures. These regulatory programs may result
in increased costs of operation for the Company, which may have an
adverse impact upon the Company's ability to compete with other available
alternatives for health care cost control. In addition, new laws
regulating the operation of managed care provider networks have been
adopted by a number of states. These laws may apply to managed care
provider networks having contracts with the Company or to provider
networks which the Company may organize. To the extent the Company is
governed by these regulations, it may be subject to additional licensing
requirements, financial oversight and procedural standards for
beneficiaries and providers.
Regulation in the health care and workers' compensation fields is
constantly evolving. The Company is unable to predict what additional
government regulations, if any, affecting its business may be promulgated
in the future. The Company's business may be adversely affected by
failure to comply with existing laws and regulations, failure to obtain
necessary licenses and government approvals or failure to adapt to new or
modified regulatory requirements. Proposals for health care legislative
reforms are regularly considered at the federal and state levels. To the
extent that such proposals affect workers' compensation, such proposals
may adversely affect the Company's business and results of operations. In
addition, changes in workers' compensation laws or regulations may impact
demand for the Company's services, require the Company to develop new or
modified services to meet the demands of the marketplace or modify the
fees that the Company may charge for its services. One of the proposals
which has been considered is 24-hour health coverage, in which the
coverage of traditional employer-sponsored health plans is combined with
workers' compensation coverage to provide a single insurance plan for
work-related and non-work-related health problems. Incorporating workers'
compensation coverage into conventional health plans may adversely affect
the market for the Company's services.
POSSIBLE LITIGATION AND LEGAL LIABILITY. The Company, through its
utilization management services, makes recommendations concerning the
appropriateness of providers' medical treatment plans of patients
throughout the country, and it could share in potential liabilities for
adverse medical consequences. The Company does not grant or deny claims
for payment of benefits and the Company does not believe that it engages
in the practice of medicine or the delivery of medical services. There
can be no assurance, however, that the Company will not be subject to
claims or litigation related to the grant or denial of claims for payment
of benefits or allegations that the Company engages in the practice of
medicine or the delivery of medical services. In addition, there can be
no assurance that the Company will not be subject to other litigation
that may adversely affect the Company's business or results of
operations. The Company maintains professional liability insurance and
such other coverages as the Company believes are reasonable in light of
the Company's experience to date. There can be no assurance, however,
that such insurance will be sufficient or available in the future at
reasonable cost to protect the Company from liability.
COMPETITION. The Company faces competition from large insurers,
health maintenance organizations ("HMOs"), preferred provider
organizations ("PPOs"), third party administrators and other managed
health care companies. The Company believes that, as managed care
techniques continue to gain acceptance in the workers' compensation
marketplace, CorVel's competitors will increasingly consist of nationally
focused workers' compensation managed care service companies, insurance
companies, HMOs and other significant providers of managed care products.
Legislative reforms in some states permit employers to designate health
plans such as HMOs and PPOs to cover workers' compensation claimants.
Because many health plans have the ability to manage medical costs for
workers' compensation claimants, such legislation may intensify
competition in the market served by the Company. Many of the Company's
current and potential competitors are significantly larger and have
greater financial and marketing resources than those of the Company, and
there can be no assurance that the Company will continue to maintain its
existing performance or be successful with any new products or in any new
geographical markets it may enter.
Page 10 of 13
<PAGE> 11
CHANGES IN MARKET DYNAMICS. Legislative reforms in some states
permit employers to designate health plans such as HMOs and PPOs to cover
workers' compensation claimants. Because many health plans have the
capacity to manage health care for workers' compensation claimants, such
legislation may intensify competition in the market served by the
Company. Within the past few years, several states have experienced
decreases in the number of workers' compensation claims and the average
cost per claim which have been reflected in workers' compensation
insurance premium rate reductions in those states. The Company believes
that declines in workers' compensation costs in these states are due
principally to intensified efforts by payors to manage and control claim
costs, to improved risk management by employers and to legislative
reforms. If declines in workers' compensation costs occur in many states
and persist over the long-term, they may have an adverse impact on the
Company's business and results of operations.
DEPENDENCE UPON KEY PERSONNEL. The Company is dependent to a
substantial extent upon the continuing efforts and abilities of certain
key management personnel. In addition, the Company faces competition for
experienced employees with professional expertise in the workers'
compensation managed care area. The loss of, or the inability to attract,
qualified employees could have a material adverse effect on the Company's
business and results of operations.
RISKS RELATED TO GROWTH STRATEGY. The Company's strategy is to
continue its internal growth and, as strategic opportunities arise in the
workers' compensation managed care industry, to consider acquisitions of,
or relationships with, other companies in related lines of business. As a
result, the Company is subject to certain growth-related risks, including
the risk that it will be unable to retain personnel or acquire other
resources necessary to service such growth adequately. Expenses arising
from the Company's efforts to increase its market penetration may have a
negative impact on operating results. In addition, there can be no
assurance that any suitable opportunities for strategic acquisitions or
relationships will arise or, if they do arise, that the transactions
contemplated thereby could be completed. If such a transaction does
occur, there can no assurance that the Company will be able to integrate
effectively any acquired business into the Company. In addition, any such
transaction would be subject to various risks associated with the
acquisition of businesses, including the financial impact of expenses
associated with the integration of businesses.
There can be no assurance that any future acquisition or other
strategic relationship will not have an adverse impact on the Company's
business or results of operations. If suitable opportunities arise, the
Company anticipates that it would finance such transactions, as well as
its internal growth, through working capital or, in certain instances,
through debt or equity financing. There can be no assurance, however,
that such debt or equity financing would be available to the Company on
acceptable terms when, and if, suitable strategic opportunities arise.
During the past fiscal year, the Company has made efforts to
increase its presence and revenue in the group health market with
moderate success. Managed care in this market is more mature than managed
care in workers' compensation and has numerous large competitors,
primarily health maintenance organizations. The Company has limited
experience in the group health market. There is no assurance that the
Company will be successful in this market. The Company expects that a
considerable amount of its future growth will depend on its ability to
process and manage claims data more efficiently and to provide more
meaningful healthcare information to customers and payors of healthcare.
There is no assurance that the Company will be able to develop, license
or otherwise acquire software to address these market demands as well or
as timely as its competitors.
POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the
Company's Common Stock following this offering may be highly volatile.
Factors such as variations in the Company's revenues, earnings and cash
flow, general market trends in the workers' compensation managed care
market, and announcements of innovations by the Company or its
competitors could cause the market price of the Common Stock to fluctuate
substantially. In addition, the stock market has in the past experienced
price and volume fluctuations that have particularly affected companies
in the health care and managed care markets resulting in changes in the
market price of the stock of many companies which may not have been
directly related to the operating performance of those companies.
Page 11 of 13
<PAGE> 12
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS - The Company is involved in litigation
arising in the normal course of business. The Company believes that
resolution of these matters will not result in any payment that, in the
aggregate, would be material to the financial position or financial
operations of the Company.
ITEM 2 - CHANGES IN SECURITIES - None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.
ITEM 5 - OTHER INFORMATION - None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
EXHIBITS
--------
11 Computation of Per Share Earnings
27 Financial Data Schedule
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORVEL CORPORATION
By: /s/ V. GORDON CLEMONS
-----------------------------------
V. Gordon Clemons, Chairman of the
Board, Chief Executive Officer,
and President
By: /s/ RICHARD J. SCHWEPPE
-----------------------------------
Richard J. Schweppe,
Chief Financial Officer
February 12, 1998
Page 12 of 13
<PAGE> 1
EXHIBIT 11
CORVEL CORPORATION
COMPUTATION OF PER SHARE EARNINGS
Shares used in per share calculations were determined as follows:
<TABLE>
<CAPTION>
Three months ended December 31,
-------------------------------
1996 1997
--------- ---------
<S> <C> <C>
Weighted shares for basic earnings per share computation 4,641,000 4,154,000
Net effect of dilutive common stock options 91,000 120,000
---------- ----------
Weighted shares for diluted earnings per share 4,732,000 4,274,000
========== ==========
NET INCOME $2,177,000 $2,395,000
========== ==========
BASIC EARNINGS PER SHARE $.47 $.58
========== ==========
DILUTED EARNINGS PER SHARE $.46 $.56
========== ==========
Nine months ended December 31,
--------------------------------
1996 1997
---------- ---------
Weighted shares for basic earnings per share computation 4,640,000 4,211,000
Net effect of dilutive common stock options 106,000 103,000
---------- ----------
Weighted shares for diluted earnings per share 4,746,000 4,314,000
========== ==========
NET INCOME $6,311,000 $7,051,000
========== ==========
BASIC EARNINGS PER SHARE $1.36 $1.67
========== ==========
DILUTED EARNINGS PER SHARE $1.33 $1.63
========== ==========
</TABLE>
Page 13 of 13
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-START> APR-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 11,080,000
<SECURITIES> 0
<RECEIVABLES> 26,258,000
<ALLOWANCES> 1,301,000
<INVENTORY> 0
<CURRENT-ASSETS> 36,764,000
<PP&E> 31,844,000
<DEPRECIATION> 16,343,000
<TOTAL-ASSETS> 58,859,000
<CURRENT-LIABILITIES> 12,360,000
<BONDS> 0
0
0
<COMMON> 29,534,000
<OTHER-SE> 15,506,000
<TOTAL-LIABILITY-AND-EQUITY> 58,056,000
<SALES> 0
<TOTAL-REVENUES> 104,265,000
<CGS> 0
<TOTAL-COSTS> 92,892,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 11,373,000
<INCOME-TAX> 4,322,000
<INCOME-CONTINUING> 7,051,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,051,000
<EPS-PRIMARY> 1.67
<EPS-DILUTED> 1.63
</TABLE>
