<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File Number 1-10718
CAMCO INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3517570
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7030 Ardmore, Houston, Texas 77054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 747-4000
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. 24,067,314 shares
of Common Stock ($.01 par value) outstanding at April 30, 1997.
<PAGE> 2
CAMCO INTERNATIONAL INC.
INDEX
<TABLE>
<CAPTION>
Page
No.
<S> <C>
PART I - FINANCIAL INFORMATION:
Report of Independent Public Accountants 1
Consolidated Condensed Statements of Operations- 2
Three Months ended March 31, 1997 and 1996
Consolidated Condensed Balance Sheets - March 31,
1997 and December 31, 1996 3
Consolidated Condensed Statements of Cash Flows -
Three Months ended March 31, 1997 and 1996 4
Notes to Consolidated Condensed Financial Statements 5-7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-10
PART II - OTHER INFORMATION 10
</TABLE>
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Camco International Inc.:
We have reviewed the accompanying consolidated condensed balance sheet of Camco
International Inc. (a Delaware corporation) and subsidiaries as of March 31,
1997, and the related consolidated condensed statements of operations and cash
flows for the three months ended March 31, 1997 and 1996. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Houston, Texas
April 15, 1997
1
<PAGE> 4
CAMCO INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
-----------------------
1997 1996
-------- --------
<S> <C> <C>
REVENUES:
Sales $123,432 $111,024
Services 43,871 34,500
-------- --------
167,303 145,524
-------- --------
COSTS AND EXPENSES:
Cost of sales 62,223 60,053
Cost of services 34,131 26,336
-------- --------
96,354 86,389
-------- --------
Gross margin 70,949 59,135
Selling, general and administrative expenses 46,835 42,043
Amortization of intangible assets 1,894 1,387
-------- --------
Operating income 22,220 15,705
Interest expense, net 937 659
-------- --------
Income before provision for income taxes 21,283 15,046
Provision for income taxes 7,236 4,815
-------- --------
Net income $ 14,047 $ 10,231
======== ========
Net income per share $ .57 $ .41
======== ========
Average common and common equivalent shares
outstanding 24,660 24,743
Cash dividends paid per share $ .05 $ .05
</TABLE>
The accompanying notes are an integral part of these consolidated
condensed financial statement.
2
<PAGE> 5
CAMCO INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands, Except Share Data)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1997 1997
--------- ------------
(unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 35,659 $ 41,179
Accounts receivable, net 162,148 145,009
Inventories, net 167,138 160,088
Prepaid expenses and other 38,402 40,284
-------- --------
Total current assets 403,347 386,560
-------- --------
PROPERTY, PLANT AND EQUIPMENT:
Land 4,290 3,891
Buildings 64,781 63,918
Machinery and equipment 225,196 226,630
Service equipment 62,363 56,297
-------- --------
356,630 350,736
Accumulated depreciation (223,731) (215,281)
-------- --------
Property, plant and equipment, net 132,899 135,455
-------- --------
INTANGIBLE ASSETS, net 215,750 214,826
OTHER ASSETS 12,143 12,173
-------- --------
Total assets $764,139 $749,014
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term and current portion
of long-term debt $ 10,658 $ 10,345
Accounts payable 42,269 39,234
Accrued liabilities 119,028 121,499
Income taxes payable 15,103 17,467
-------- --------
Total current liabilities 187,058 188,545
-------- --------
LONG-TERM DEBT 75,420 70,420
DEFERRED INCOME TAXES 8,625 3,564
OTHER LONG-TERM LIABILITIES 45,244 47,266
-------- --------
Total liabilities 316,347 309,795
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock $.01 par value,
100,000,000 shares authorized,
25,228,115 shares issued 252 252
Additional paid-in capital 440,359 439,629
Retained earnings 53,914 41,070
Cumulative translation adjustment (16,355) (11,405)
Treasury stock, 1,167,663 and 1,264,528
shares at cost (30,378) (30,327)
-------- --------
Total stockholders' equity 447,792 439,219
-------- --------
Total liabilities and stock-
holders' equity $764,139 $749,014
======== ========
</TABLE>
The accompanying notes are an integral part of these
consolidated condensed financial statements
3
<PAGE> 6
CAMCO INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In Thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months
Ended March 31,
---------------------
1997 1996
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 14,047 $10,231
Adjustments to reconcile net income to net cash
provided by operating activities, net of
effects of acquisition -
Depreciation and amortization 10,390 8,773
Provision for deferred and other taxes 5,116 943
Increase in accounts receivable (16,367) (1,000)
Increase in inventories (7,181) (4,786)
Increase in accounts payable 4,284 2,711
Increase (decrease) in accrued liabilities (2,626) 7,100
Decrease in income taxes payable (2,334) (2,832)
Increase (decrease) in other, net (337) 352
-------- -------
Net cash provided by operating activities 4,992 21,492
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (4,939) (3,642)
Proceeds from sale of property, plant and
equipment 166 143
Business acquisitions (9,490) --
-------- -------
Net cash used in investing activities (14,263) (3,499)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in borrowings under
credit facility 5,000 (5,000)
Decrease in other debt -- (1,245)
Dividends paid to stockholders (1,203) (1,213)
Proceeds from exercise of stock options 353 1,097
-------- -------
Net cash used in financing activities 4,150 (6,361)
-------- -------
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
CASH EQUIVALENTS (399) (151)
-------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,520) 11,481
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 41,179 32,290
-------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35,659 $43,771
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 937 $ 659
Cash paid for income taxes $ 5,134 $ 7,405
</TABLE>
The accompanying notes are an integral part of
these consolidated condensed financial statements.
4
<PAGE> 7
CAMCO INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. General
In the opinion of Camco International Inc. and subsidiaries (the
"Company") management, the accompanying unaudited consolidated condensed
financial statements include all adjustments necessary to present fairly the
Company's financial position as of March 31, 1997, its results of operations
and its cash flows for the three months ended March 31, 1997 and 1996. Although
the Company believes that the disclosures are adequate to make the information
presented not misleading, certain information and footnote disclosures normally
included in annual consolidated financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission. These consolidated condensed financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1996. The results of operations for the three months ended March
31, 1997 may not be indicative of the results for the full year.
Note 2. Inventories
Consolidated inventories, net of allowances, are summarized as follows
(in thousands):
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------ ------------
<S> <C> <C>
Raw Materials $ 16,990 $ 18,405
Parts and components 52,159 48,300
Work in process 27,891 24,747
Finished Goods 70,098 68,636
------------ ------------
$ 167,138 $ 160,088
============ ============
</TABLE>
Work in process and finished goods inventories include the cost of
materials, labor and plant overhead. The excess of current costs, determined
using the FIFO basis, over the carrying values of LIFO inventories was
approximately $11.2 million and $11.9 million at March 31, 1997 and December
31, 1996, respectively.
5
<PAGE> 8
Note 3. Commitments and Contingencies - Legal Proceedings
The Company is involved in certain lawsuits and claims arising in the
normal course of business, including claims by federal and local authorities
under various environmental protection laws. In the opinion of management,
uninsured losses, if any, resulting from the ultimate resolution of these
matters will not have a material adverse effect on the financial position or
results of operation of the Company.
Note 4. Pending Accounting Pronouncement (SFAS No. 128)
In February 1997, the Financial Accounting Standards Board issued SFAS
No. 128 "Earnings per Share" (SFAS No. 128) which is effective for financial
statements for both interim and annual periods ending after December 15, 1997.
Upon adoption, all prior period earnings per share data will be restated. The
statement establishes new standards for computing, presenting and disclosing
earnings per share. The following pro forma information presents basic and
diluted earnings per share in accordance with SFAS No.
128 (in thousands, except per share amounts):
<TABLE>
<CAPTION>
March 31, March 31,
1997 1996
----------- ----------
<S> <C> <C>
Basic EPS: Net income $ 14,047 $ 10,231
----------- ----------
Weighted average shares O/S 24,012 24,232
Earnings per share $ .58 $ .42
Diluted EPS: Net income $ 14,047 $ 10,231
----------- ----------
Weighted average shares O/S 24,660 24,743
Earnings per share $ .57 $ .41
Recap of weighted average common share equivalents (CSE):
Weighted average shares 24,012 24,232
Common share equivalents (CSE's) 648 511
----------- ----------
24,660 24,743
</TABLE>
Information for the quarter ended March 31, 1996 excludes 401,000 shares which
would have had an antidilutive effect.
Note 5. Pending Acquisition
On February 27, 1997, the Company entered into a definitive agreement
to acquire Production Operators Corp., a Delaware corporation, pursuant to an
expected tax free merger (the
6
<PAGE> 9
"Merger") in which the stockholders of Production Operators will receive 1.30
shares of the Company's common stock in exchange for each outstanding share of
Production Operators Common Stock.
Based on the number of shares of Production Operators Common Stock
outstanding as of the record date, May 12, 1997, a total of approximately
13,289,347 shares of the Company's Common Stock would be issued in the Merger.
In addition, approximately 508,837 shares of the Company's Common Stock would be
reserved for issuance by the Company for outstanding options under Production
Operators' benefit plans. The Merger is subject to various conditions, including
the receipt of all required regulatory approvals and the expiration or
termination of all waiting periods (and extensions thereof) under the Hart-
Scott-Rodino Act. Although there can be no assurance that the Merger will close,
assuming approval by the stockholders of the Company and Production Operators,
the Company currently anticipates that the acquisition will be consummated
shortly after the special meeting of stockholders of the Company and
Production Operators scheduled for June 13, 1997.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
General
The Company is one of the world's leading providers of oilfield
equipment and services for numerous specialty applications in key phases of the
oil and gas drilling, completion, and production sectors of the oilfield
services industry. Many of the Company's products and services have recognized
names in the industry and are associated with technological innovation and
quality. Camco operates on a worldwide basis with its equipment and services
being sold or used in approximately 50 countries. The demand for the Company's
products is particularly affected by international and domestic drilling
activity, the worldwide price for oil and other factors affecting the
exploration and development of oil and natural gas. Such additional factors
include worldwide economic conditions, supply and demand for oil and natural
gas, seasonal trends and political stability in the oil producing countries.
7
<PAGE> 10
Results of Operations
Comparison of Quarter Ended March 31, 1997 to Quarter Ended
March 31, 1996
Quarter ended March 31, 1997 revenues were $167.3 million, up $21.8
million from the comparable quarter in 1996. Product revenues were up $12.4
million from quarter to quarter, primarily due to increased rock bit sales,
particularly in Canada, and higher completion products sales in Europe, Latin
America and the U.S. This increase in product revenues was offset slightly by a
decrease in Electrical Submersible Pump ("ESP") sales in Latin America and the
former Soviet Union. Services revenues increased by $9.4 million, or 27%, from
the comparable quarter last year, mostly due to additional revenues attributable
to Lasalle Engineering, acquired by the Company in September 1996.
Worldwide drilling activity was up significantly in the first quarter
of 1997 compared to the first quarter last year. The average U.S. rig count
increased 20% over the first quarter of 1996 to approximately 850 rigs. The
Canadian rig count averaged 400 rigs for the quarter, a 10% increase over the
first quarter of 1996, and other international rig activity was slightly higher
than the previous first quarter. As a result, rock bit revenues increased 18%
over the 1996 first quarter. United States revenues for the first quarter were
up $2.1 million, or 5%, compared to the first quarter of 1996, primarily due to
higher rock bit, completion products and ESP revenues. The increase from these
higher revenues were partially offset by a decrease in service revenues.
Canadian revenues increased $4.5 million, or 29%, over the first quarter of 1996
primarily due to a 40.0% increase in rock bit revenues and 32% increase in ESP
revenues.
South American revenues for the quarter were relatively flat compared
to the first quarter of 1996 at $25.1 million, a $3.5 million increase due to
higher completion product sales and services offset by lower ESP and drill bit
revenues. Revenues in the Middle East and Africa increased $25 million, or 9.4%
in the first quarter, primarily due to higher ESP and completion products
revenues in the Middle East. Far East revenues were up 15% to $16.2 million in
the first quarter. This increase was directly attributable to higher ESP and
completion products revenues, which were slightly offset by a decrease in rock
bit revenues. Revenues in Europe increased $9.8 million, or 43%,
8
<PAGE> 11
primarily due to the addition of Lasalle and a substantial increase in
completion product revenues. These increases were partially offset by a decrease
in ESP sales to the FSU.
Consolidated gross margin increased $11.8 million in the 1997 first
quarter to $70.9 million, or 42.4% of revenues, from $59.1 million, or 40.6% of
revenues in the comparable quarter last year. The margin improvement is
primarily attributable to an increase in completion products margins, a result
of higher volume, selective price increases in certain markets and lower
manufacturing costs due to higher production levels.
Selling, general and administrative expenses ("SG&A") increased $4.8
million to $46.8 million in the quarter, but decreased slightly as a percentage
of sales. SG&A did not increase relative to the revenue increase as most of the
sales increase during the quarter was in completion products, which has a lower
SG&A component than the Company's other business lines.
Operating income increased $6.5 million from the first quarter of 1996
to $22.2 million, a 41% increase. Improved gross margins on significantly higher
volume accounted for most of the operating income increase. Net income in the
quarter increased $3.8 million, or 39% over the first quarter last year, to $14
million, or 57 cents per share.
Acquisitions
In March 1997, the Company acquired Camlow S.A.I.C. of Argentina and
Southern Oilfield Supply and Manufacturing Inc. of Hammond, Louisiana. Camlow
manufactures waterflood, gas lift, and completion accessories, and Southern
Oilfield Supply manufactures gas lift and completion accessories.
Capital Resources and Liquidity
Cash provided by operating activities decreased by $16.5 million from
the comparable quarter last year to $5 million in the quarter ended March 31,
1997. This decrease is primarily due to the substantial growth in business and
the resulting increase in working capital requirements. Cash in the first
quarter of 1997 was used to fund $5 million in capital expenditures, pay $9.5
million to effect two acquisitions, and pay dividends to stockholders of $1.2
million, or 5 cents per share. After these expenditures, cash and cash
equivalents for the quarter were $35.7 million, down $8.1 million from the
comparable quarter last year.
The Company believes that cash flow from operations combined with the
unused portion of the revolving credit facility should provide sufficient
capital resources and liquidity to meet its debt
9
<PAGE> 12
service requirements under the credit facilities and manage its business needs.
Pending Acquisition
On February 27, 1997, the Company entered into a definitive agreement to
acquire Production Operators Corp., a Delaware corporation, pursuant to an
expected tax free merger (the "Merger") in which the stockholders of Production
Operators will receive 1.30 shares of the Company's common stock in exchange for
each outstanding share of Production Operators Common Stock.
Based on the number of shares of Production Operators Common Stock
outstanding as of the record date, May 12, 1997, a total of approximately
13,289,347 shares of the Company's Common Stock would be issued in the Merger.
In addition, approximately 508,837 shares of the Company's Common Stock would be
reserved for issuance by the Company for outstanding options under Production
Operators' benefit plans. The Merger is subject to various conditions, including
the receipt of all required regulatory approvals and the expiration or
termination of all waiting periods (and extensions thereof) under the Hart-
Scott-Rodino Act. Although there can be no assurance that the Merger will close,
assuming approval by the stockholders of the Company and Production Operators,
the Company currently anticipates that the acquisition will be consummated
shortly after the special meeting of stockholders of the Company and
Production Operators scheduled for June 13, 1997.
In accordance with the provisions of the Private Litigation Reform Act
of 1995, the cautionary statements set forth here in identify important factors
that could cause actual results to differ materially from those in any
forward-looking statements contained in this report. Such trends and factors
include changes in the price of oil and gas, changes in the domestic and
international rig count, global trade policies, domestic and international
drilling activities, world-wide political stability and economic growth,
currency fluctuations, including currency fluctuations and monetary
restrictions in Venezuela and other countries, government export and import
policies, technological advances involving the Company's products, the
Company's successful execution of internal operating plans, performance issues
with key suppliers and subcontractors, collective bargaining labor disputes,
regulatory uncertainties and legal proceedings.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is involved in certain lawsuits and claims arising in the
normal course of business, including claims by federal and local authorities
under various environmental protection laws. In the opinion of management,
uninsured losses, if any, resulting from the ultimate resolution of these
matters will not have a material adverse effect on the financial position or
results of operations of the Company.
10
<PAGE> 13
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 Agreement and Plan of Merger (incorporated by reference to the
Company's Registration Statement on Form S-4 (Reg. No. 333-27041)).
3.1 Restated Certificate of Incorporation (incorporated by
reference to Exhibit No. 3.1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993)
3.2 By-laws (incorporated by reference to Exhibit No. 3.4 to
the Company's Registration Statement on Form S-1 (Reg. No.
33-70036)).
4.1 See Exhibits 3.1 and 3.2 for provisions of the Restated
Certificate of Incorporation and By-laws of the Company defining the
rights of holders of Common Stock.
4.2 Form of Common Stock Certificate (incorporated by
reference to Exhibit No. 4.2 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-70036)).
4.3 Rights Agreement dated as of December 15, 1994, between Camco
International Inc., and First Chicago Trust Company of New York, as
Rights Agent, which includes as exhibits, the form of Right
Certificate and the Summary of Rights to Purchase Common Shares
(incorporated by reference to Exhibit No. 1 to the Company's
Registration Statement of Form 8-A dated December 19, 1994).
15.1 Letter Regarding Unaudited Interim Financial Information.
21.1 Subsidiaries of the Company (incorporated by reference
to Exhibit No. 21.1 to the Company's Annual Report on Form
10-K for the year ended December 31, 1996).
27.1 Financial Data Schedule
(b) Reports on Form 8-K
February 27, 1997
Item 5. Other Events Reporting to proposed acquisition of Production
Operators
11
<PAGE> 14
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.
By: /s/ GARY D. NICHOLSON
--------------------------------------------
Gary D. Nicholson
Chairman of the Board of Directors
President and Chief Executive Officer
(Principal Executive Officer)
May 15, 1997
By: /s/ BRUCE F. LONGAKER, JR.
--------------------------------------------
Bruce F. Longaker, Jr.
Vice-President Finance and
Corporate Controller
(Principal Accounting Officer)
May 15, 1997
<PAGE> 15
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page
No.
<S> <C> <C>
15.1 Letter Regarding Unaudited Interim
Financial Information. 14
27.1 Financial Data Schedule. 15
</TABLE>
13
<PAGE> 1
EXHIBIT 15.1
To Camco International Inc.:
We are aware that Camco International Inc. has incorporated by reference in its
Registration Statement No. 33-78666, No. 33-78668, No. 333-09299, No. 333-14817,
No. 333-27041 and No. 333-18129 its Form 10-Q for the quarter ended March 31,
1997, which includes our report dated April 15, 1997, covering the unaudited
interim financial information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of the Registration
Statements prepared or certified by our firm or a report prepared or certified
by our firm within the meaning of Sections 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
Houston, Texas
May 15, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 35,659
<SECURITIES> 0
<RECEIVABLES> 162,148
<ALLOWANCES> 0
<INVENTORY> 167,138
<CURRENT-ASSETS> 403,347
<PP&E> 356,630
<DEPRECIATION> (223,731)
<TOTAL-ASSETS> 764,139
<CURRENT-LIABILITIES> 187,058
<BONDS> 0
252
0
<COMMON> 0
<OTHER-SE> 447,540
<TOTAL-LIABILITY-AND-EQUITY> 764,139
<SALES> 123,432
<TOTAL-REVENUES> 167,303
<CGS> 62,223
<TOTAL-COSTS> 96,354
<OTHER-EXPENSES> 48,729
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 937
<INCOME-PRETAX> 21,283
<INCOME-TAX> 7,236
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 14,047
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0.57
</TABLE>
