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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 2, 1997
Commission file number 1-11276
DISCOUNT AUTO PARTS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1447420
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
4900 Frontage Road, South
Lakeland, Florida 33815
- --------------------------------------- ----------
(Address of principal executive offices) (zip code)
(941) 687-9226
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Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods 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
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock $.01 Par Value - 16,594,003 shares as of September 2, 1997
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DISCOUNT AUTO PARTS, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
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<S> <C>
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - September 2, 1997 and June 3, 1997 ......... 3
Condensed Consolidated Statements of Income - for the thirteen weeks ended
September 2, 1997 and the thirteen weeks ended August 27, 1996 .................... 4
Condensed Consolidated Statements of Cash Flows - for the thirteen
weeks ended September 2, 1997 and the thirteen weeks ended August 27, 1996 ......... 5
Notes to Condensed Consolidated Financial Statements ............................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .................................................................. 10
Item 6. Exhibits and Reports on Form 8-K ................................................... 11
SIGNATURES .................................................................................. 12
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PART I - FINANCIAL INFORMATION
DISCOUNT AUTO PARTS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
SEPTEMBER 2 JUNE 3
1997 1997
-----------------------
<S> <C> <C>
Assets
(In thousands)
Current assets:
Cash and cash equivalents $ 7,889 $ 6,409
Inventories 156,538 151,644
Deferred income taxes 6,081 6,312
Prepaid expenses and other current assets 12,704 12,332
----------------------
Total current assets 183,212 176,697
Property and equipment 329,060 316,315
Less allowances for depreciation
and amortization (54,311) (50,726)
----------------------
274,749 265,589
Other assets 2,560 780
----------------------
Total assets $ 460,521 $ 443,066
======================
Liabilities and stockholders' equity
Current liabilities:
Trade accounts payable $ 50,949 $ 63,753
Other current liabilities 14,577 9,571
Litigation settlement 19,000 20,400
Current maturities of long-term debt 2,400 2,400
----------------------
Total current liabilities 86,926 96,124
Deferred income taxes 4,079 3,764
Long-term debt 134,000 114,117
Stockholders' equity:
Preferred stock -- --
Common stock 166 166
Additional paid-in capital 140,524 140,519
Retained earnings 94,826 88,376
----------------------
Total stockholders' equity 235,516 229,061
----------------------
Total liabilities and stockholders' equity $ 460,521 $ 443,066
======================
</TABLE>
See accompanying notes.
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DISCOUNT AUTO PARTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
-------------------------------
SEPTEMBER 2 AUGUST 27
1997 1996
---------------- -------------
(In thousands, except per share amounts)
<S> <C> <C>
Net sales $ 109,737 $ 90,101
Cost of sales, including distribution costs 67,335 56,153
--------- --------
Gross profit 42,402 33,948
Selling, general and administrative expenses 29,577 22,489
--------- --------
Income from operations 12,825 11,459
Other income (expense), net (276) 23
Interest expense (2,053) (1,068)
--------- --------
Income before income taxes 10,496 10,414
Income taxes 4,046 4,000
--------- --------
Net income $ 6,450 $ 6,414
========= ========
Net income per share $ 0.39 $ 0.39
========= ========
Weighted average number of shares 16,594 16,575
========= ========
</TABLE>
See accompanying notes.
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DISCOUNT AUTO PARTS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
THIRTEEN WEEKS ENDED
-----------------------
SEPTEMBER 2 AUGUST 27
1997 1996
----------- ----------
OPERATING ACTIVITIES (In thousands)
<S> <C> <C>
Net income $ 6,450 $ 6,414
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 3,616 2,758
Deferred income taxes 546 --
Changes in operating assets and liabilities:
(Increase) in inventories (4,894) (6,522)
(Increase) in prepaid expenses and other
current assets (372) (5,307)
(Increase) decrease in other assets (1,811) 33
(Decrease) in trade accounts payable (12,804) (5,141)
Increase in other current liabilities 3,606 4,505
--------- --------
Net cash used in operating activities (5,663) (3,260)
INVESTING ACTIVITIES
Purchases of property and equipment (12,745) (18,003)
--------- --------
Net cash used in investing activities (12,745) (18,003)
FINANCING ACTIVITIES
Proceeds from short-term borrowings and long-term debt 124,400 21,000
Payments of short-term borrowings and long-term debt (104,517) (1,200)
Proceeds from issuances of common stock 5 2
--------- --------
Net cash provided by financing activities 19,888 19,802
Net increase (decrease) in cash and cash equivalents 1,480 (1,461)
Cash and cash equivalents at beginning of period 6,409 4,552
--------- --------
Cash and cash equivalents at end of period $ 7,889 $ 3,091
========= ========
</TABLE>
See accompanying notes.
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DISCOUNT AUTO PARTS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 2, 1997
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
Discount Auto Parts, Inc. (the "Company") have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the 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. For
further information, refer to the financial statements and footnotes thereto
included in the Company's Annual Report on Form 10-K for the year ended June 3,
1997.
Operating results for the thirteen week period ended September 2, 1997 are not
necessarily indicative of the results that may be expected for the entire fiscal
year.
2. LONG-TERM DEBT
Long-term debt consists of the following (in thousands):
<TABLE>
<CAPTION>
September 2 June 3
1997 1997
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<S> <C> <C>
Unsecured revolving loan $ -- $ 12,500
Real estate acquisition and
construction lines of credit -- 92,017
Revolving credit agreement 74,400 --
Senior term notes 50,000 --
Senior secured notes 12,000 12,000
----------------------
136,400 116,517
Less current maturities (2,400) (2,400)
----------------------
$ 134,000 $ 114,117
======================
</TABLE>
As of June 3, 1997, the Company had an unsecured revolving loan agreement with a
bank. The agreement provided for maximum borrowings of $20 million, including up
to $1 million for letters of credit. Interest was payable monthly and was a
function of the prime rate or the London Interbank Offered Rate (LIBOR).
The Company's real estate acquisition and construction lines of credit provided
for maximum aggregate borrowings of $130 million for the acquisition and
construction of properties. Interest was payable monthly and was a function of
the prime rate or LIBOR. The facilities were provided by two separate banks.
Effective July 16, 1997, the Company replaced its aforementioned credit
facilites with a new three year $175 million unsecured revolving credit
agreement (the "Revolver"). The rate of interest payable under the Revolver is a
function of LIBOR or the prime rate of the lead agent bank, at the option of the
Company. The Company may increase the amount of the facility to $200 million
with the consent of the syndication of banks. During the term of the Revolver,
the Company is obligated to pay a fee of .125% per annum for the unused portion
of the Revolver.
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Effective August 8, 1997, the Company completed the placement of a separate $50
million senior term notes facility (the "Notes"). The Notes provide for interest
at a fixed rate of 7.46%, payable semi-annually, with semi-annual principal
payments of $7.1 million, beginning on July 15, 2004. The net proceeds from the
Notes were used to reduce the Company's indebtedness under the Revolver.
As of September 2, 1997, the Company had approximately $100.6 million of
available borrowings under the Revolver.
The Company has issued two senior secured notes, each for an original principal
amount of $12 million, with an insurance company. The notes are collateralized
by a first mortgage on certain retail store properties, equipment and fixtures.
The agreements provide for interest at fixed rates of 10.11% and 9.8%, payable
quarterly, with annual principal payments of $1.2 million on each December 15
and May 31.
The Company's debt agreements contain various restrictions, including the
maintenance of certain financial ratios and restrictions on dividends, with
which the Company was in compliance as of September 2, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
THIRTEEN WEEKS ENDED SEPTEMBER 2, 1997 COMPARED TO THIRTEEN WEEKS ENDED AUGUST
27, 1996
Net sales for the thirteen weeks ended September 2, 1997 increased $19.6
million, or 21.8%, over net sales for the comparable period ended August 27,
1996. Net sales for the thirteen weeks ended September 2, 1997 which are
attributable to the Company's core retail store operations increased 31.5% over
the thirteen week period ended August 27, 1996. Commercial sales of R-12 freon
represented approximately 7.5% of total sales for the first quarter of fiscal
1997, and were negligible in the first quarter of fiscal 1998. Traditional DIY
comparable store sales increased 11.7% for the first quarter of fiscal 1998 as
compared to the first quarter of fiscal 1997. When including commercial sales of
freon in comparable store sales for the first quarter of fiscal 1997, comparable
store sales would have reflected an increase of 3.1% for the first quarter of
fiscal 1998. The balance of the increase in net sales for the fiscal 1998
quarter was attributable to net sales from new stores opened since the beginning
of fiscal 1997.
At September 2, 1997, the Company had 409 stores in operation, compared with 400
stores at June 3, 1997 and 335 stores at August 27, 1996.
Gross profit for the thirteen week period ended September 2, 1997 was $42.4
million, or 38.6% of net sales, compared with $33.9 million, or 37.7% of net
sales, for the comparable period of fiscal 1997. For the first quarter of fiscal
1998, the improvement in gross margin was primarily due to higher commercial
sales of R-12 freon in the fiscal 1997 quarter, which generally had lower gross
margins due to the product's commodity nature. Excluding the impact of
commercial freon sales in the first quarter of fiscal 1997, the gross margin for
that quarter would have been 38.9%.
Selling, general and administrative (SG&A) expenses increased as a percentage of
sales from 25.0% in the first quarter of fiscal 1997 to 27.0% in the first
quarter of fiscal 1998. The increase for the first quarter was primarily the
result of increased commercial sales of R-12 freon in the fiscal 1997 quarter.
Such commercial sales generally had very limited associated SG&A expenses.
Excluding the commercial sales of R-12 freon,
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SG&A expenses as a percentage of sales for the first quarter of fiscal 1997
would have been consistent with the fiscal 1998 first quarter's results.
Income from operations increased from $11.5 million for the fiscal 1997 first
quarter to $12.8 million in the first quarter of fiscal 1998, representing an
increase of 11.9%. Traditional DIY operating income (which reflects operating
income exclusive of commercial freon sales and associated cost of sales)
increased 29.1% for the first quarter of fiscal 1998 over the comparable fiscal
1997 quarter.
Interest expense for the thirteen weeks ended September 2, 1997 was $2.1
million, compared to $1.1 million for the thirteen weeks ended August 27, 1996.
The increase in interest expense was primarily the result of increased
borrowings associated with new store growth.
The Company's effective tax rate for the thirteen weeks ended September 2, 1997
was 38.5% as compared with 38.4% for the same period a year ago.
As a result of the above factors, net income was $6.5 million or $.39 per share
for the thirteen week period ended September 2, 1997 as compared to net income
of $6.4 million or $.39 per share for the thirteen weeks ended August 27, 1996.
LIQUIDITY AND CAPITAL RESOURCES
For the thirteen weeks ended September 2, 1997, net cash of $5.7 million was
utilized by the Company's operations versus $3.3 million for the comparable
thirteen-week period of fiscal 1997. During the thirteen weeks ended September
2, 1997, this use of cash was due primarily to a reduction in trade accounts
payable (which was the result of fiscal 1997 year-end extended vendor terms
coming due), an increase in inventories resulting primarily from new store
growth, and an increase in other assets. These negative impacts were partially
offset by current period earnings, depreciation and an increase in other current
liabilities.
Capital expenditures for the thirteen weeks ended September 2, 1997 were $12.7
million. The majority of the capital expenditures related to the 9 stores opened
during the thirteen weeks ended September 2, 1997 and costs associated with the
expansion of the Company's distribution center. For all of fiscal 1998, the
Company expects to open a total of 70 to 90 new stores, as well as replacing or
expanding an additional 5 to 10 stores. In addition, work has begun on the
expansion of the Company's existing distribution center from 300,000 square feet
to 600,000 square feet, with completion expected early in the summer of 1998.
The total cost of the expansion, which includes some additional office space, is
estimated to be approximately $15 million to $18 million.
The Company also anticipates that it will begin the roll-out of a commercial
delivery service in mid-fiscal 1998. The Company's commercial delivery service
is expected to consist of a program whereby commercial customers (such as auto
service centers, commercial mechanics, garages and the like) can establish
commercial accounts with the Company and order automotive parts from the Company
and such parts will be delivered from, or can be picked up from, nearby Discount
Auto Parts stores. The Company expects that its entry into the commercial
delivery market will require total capital investments of approximately $3
million to $5 million of which approximately $1.9 million has been incurred to
date. In addition, the commercial delivery program can be expected to
require the Company to extend trade credit to certain of the commercial account
customers as part of the ordinary course of business. The extension of such
trade credit will increase the capital requirements associated with the roll-out
of the program and will expose the Company to credit risk from uncollectible
accounts.
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The Company is in the process of establishing systems to manage and control such
credit risk. The amount of capital that is needed to cover extension of trade
credit will be dependent in large part upon the success of the commercial
delivery service roll-out and how quickly the commercial business develops.
The Company anticipates that total capital expenditures for fiscal 1998
including the costs associated with the distribution center expansion and the
working capital costs associated with the roll-out of the commercial delivery
service, will be in the range of $70 million to $85 million.
As of September 2, 1997, the Company had $100.6 million of additional
availability under its existing financing agreements.
On September 5, 1997, the bankruptcy courts approved the terms of the Company's
Settlement Agreement with Airgas and its affiliates. Pursuant to the terms of
the Settlement Agreement, $18.5 million of required aggregate payments were made
shortly after receiving such approval. The Company utilized available borrowings
from its revolving line of credit to fund the payments.
The Company has historically been able to finance most of its new store growth
through unsecured lines of credit and medium and longer term mortgage financing
provided by banks and other institutional lenders, and through cash flow from
operations.
Consistent with its historical practice, the Company expects to finance both its
short and long-term liquidity needs for new store growth, as to land and
buildings, primarily through these lines of credit and mortgage financing
(renewals and replacements thereof), and as to equipment, fixtures, primarily
through cash flow from operations.
The Company's new store development program also requires significant working
capital, principally for inventories. The Company has historically used trade
credit to partially finance new store inventories and has been successful in
negotiating extended payment terms and incentives from many suppliers through
volume purchases. The Company believes that it will be able to continue
financing much of its inventory growth through the extension of favorable
payment terms and incentives from its vendors, but there can be no assurance
that the Company will be successful in doing so. The additional funding for
inventory expansion has been provided in large part from cash flow from
operations.
The Company believes that the expected cash flows from operations, available
bank borrowings and trade credit, will be sufficient to fund both short term and
long term capital and liquidity needs of the Company.
FORWARD LOOKING STATEMENTS
The Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of this quarterly report contain forward looking
statements that are based on the current expectations, estimates and projections
about the industry in which the Company operates, management's beliefs and the
assumptions made by management. These statements include the words
"anticipates", "expects", "expected" and "believes", variations of such words,
and similar expressions which are intended to identify such forward looking
statements. These forward looking statements are subject to potential risks and
uncertainties that could cause actual results to differ materially from
historical results or those currently anticipated.
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These potential risks and uncertainties include: increased competition, extent
of the market demand for auto parts, availability of inventory supply, propriety
of inventory mix, adequacy and perception of customer service, product quality
and defect experience, availability of and ability to take advantage of vendor
pricing programs and incentives, sourcing availability, rate of new store
openings, cannibalization of store sites, mix and types of merchandise sold,
governmental regulation of products, new store development and the like,
performance of information systems, effectiveness of deliveries from the
distribution center, ability to hire, train and retain qualified team members,
availability of quality store sites, ability to complete timely expansion of the
distribution center, ability to successfully roll-out the commercial delivery
service, credit risk associated with the commercial delivery service,
environmental risks, availability of expanded and extended credit facilities,
legal expenses associated with disputes and investigations concerning freon
matters, potential for liability with respect to these matters and other risks.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
A.E.W., Inc. d/b/a DAPS Discount Auto Parts Stores vs. Discount Auto Parts,
Inc., United States District Court for the Northern District of Florida, Civil
Division, Civil Action 94-30073-CIV-LAC.
On or about January 31, 1994, a complaint was originally filed against the
Company by A.E.W., Inc. d/b/a DAPS Discount Auto Parts Stores in the Circuit
Court in and for Escambia County, Florida (Case 94-0166-CA-01). A.E.W., which
operates several retail auto parts stores in Escambia County, Florida, Fort
Walton Beach, Florida, Mobile, Alabama, and Pascagoula and Gulfport,
Mississippi, sought to enjoin, under several different counts, the Company's use
of the trade names "Discount Auto Parts" and "DAP" without an accompanying
identifier to the extent such use was likely to create confusion with A.E.W.'s
business, and to recover, under several different counts, compensatory and
punitive damages and attorney's fees. No specific dollar amount of damages was
alleged in the complaint. On September 17, 1997, the Company and A.E.W. reached
a Settlement Agreement with respect to this litigation on terms which were
considered to be immaterial to the Company's results of operations.
Airgas, Inc., Airgas Management, Inc., and Airgas Speciality Gases, Inc., vs.
Discount Auto Parts, Inc., Brad Davis, JLM Enterprises, Inc. d/b/a Autoplex
Parts, Jerral L. Mayes, Sr., William D. Morris, and John Does 1-100. United
States District Court for the Southern District of Georgia, Civil Division,
Civil Action CV 497-32.
In February 1997, a complaint was filed by Airgas, Inc. and certain Airgas
affiliates against several defendants, including the Company and one of its
employees. The complaint alleged, among other things, that the Company took part
in a conspiracy with other companies and individuals unrelated to Discount Auto
Parts to defraud Airgas in connection with commercial sales of refrigerant R-12
(freon) and sought compensatory damages in excess of $20 million, treble damages
and other relief totaling in excess of $80 million. The trial was scheduled to
begin on August 4, 1997.
Effective July 26, 1997, the Company entered into a Compromise and Settlement
Agreement (the "Settlement Agreement") with Airgas and its affiliates, the other
defendants, and certain other parties, the terms of which were set forth in the
Company's Annual Report on Form 10-K for the year ended June 3, 1997. Because of
the involvement of the bankruptcy estate, the entire settlement was contingent
upon bankruptcy court approval.
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On September 5, 1997 the bankruptcy courts approved the terms of the settlement.
Subsequently, pursuant to the terms of the Settlement Agreement the Company has
made the required aggregate payments of $18.5 million to the appropriate
parties, and has purchased certain products from Airgas and from one of the
bankruptcy estates. Pursuant to the terms of the Settlement Agreement, Discount
Auto Parts, Airgas, the RSI bankruptcy estate, the other defendants and certain
other parties exchanged mutual releases of all claims and issues between them.
In the Settlement Agreement, there was no finding or admission of wrongdoing on
the part of Discount Auto Parts.
The Company is presently involved in litigation with its insurance carrier
pursuant to which the Company is seeking recovery under its insurance policy of
certain amounts incurred in connection with the Airgas litigation and the
settlement thereof. The ultimate outcome of such litigation or an estimate of
the amount of potential insurance recoveries, if any, cannot be determined at
this time. No benefit for any recovery which may result has been reflected in
the accompanying financial statements.
In addition to the Airgas litigation, certain federal investigation into the
subject mater of this litigation are ongoing. In particular, federal grand jury
proceedings in Savannah, Georgia in which the Company had been called upon to
respond to subpoenas are believed to be continuing and the Company is aware that
the SEC has commenced its own informal investigation. In connection with these
proceedings, the Company intends to continue its cooperation.
Dexter Carson, et. al. vs. Discount Auto Parts, Inc., et. al. United States
District Court for the Southern District of Florida, Civil Division, Civil
Action 96-08833-CIV-HURLEY
On January 23, 1997, a complaint was filed against the Company and certain of
it's current and former team members in the United States District Court for the
Southern District of Florida, Civil Division. The action alleges, among other
things, racial discrimination, failure to promote, discriminatory firing,
violations of the Family Medical Leave Act, negligence, negligent
misrepresentation and related causes of action on behalf of ten current and
former team members and one related individual. No specific dollar amount is
alleged in the complaint, but the complaint seeks to recover, under several
different counts, compensatory and punitive damages, lost wages, reinstatement,
costs and attorney's fees. The Company has filed a series of motions which
include a motion to dismiss for failure to state a claim for relief, a motion to
strike certain references within the complaint, a motion for relief from
improper joinder and a motion for more definitive statement. All motions remain
pending. Discovery is continuing. The Company believes that the claims in the
complaint are without merit and intends to defend the action vigorously.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
27 Financial Data Schedule (For SEC Use Only)
(b) Reports on Form 8-K
On July 29, 1997 the Company filed a Form 8-K related to its Settlement
Agreement with Airgas, Inc. and certain other parties. No other reports on Form
8-K were filed during the thirteen-week period ended September 2, 1997.
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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.
DISCOUNT AUTO PARTS, INC.
Date : October 14, 1997 By: /s/ Peter J. Fontaine
--------------------- --------------------------
Peter J. Fontaine
Chief Executive Officer
(Principal Executive Officer)
Date : October 14, 1997 By: /s/ C. Michael Moore
--------------------- --------------------------
C. Michael Moore
Chief Financial Officer
(Principal Financial and
Accounting Officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-02-1998
<PERIOD-START> JUN-04-1997
<PERIOD-END> SEP-02-1997
<EXCHANGE-RATE> 1
<CASH> 7,889
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 156,538
<CURRENT-ASSETS> 183,212
<PP&E> 329,060
<DEPRECIATION> 54,311
<TOTAL-ASSETS> 460,521
<CURRENT-LIABILITIES> 86,926
<BONDS> 134,000
0
0
<COMMON> 166
<OTHER-SE> 235,350
<TOTAL-LIABILITY-AND-EQUITY> 460,521
<SALES> 109,737
<TOTAL-REVENUES> 109,737
<CGS> 67,335
<TOTAL-COSTS> 67,335
<OTHER-EXPENSES> 29,853
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,053
<INCOME-PRETAX> 10,496
<INCOME-TAX> 4,046
<INCOME-CONTINUING> 6,450
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,450
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
