UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ending: November 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission file number : 0-25232
APOLLO GROUP, INC.
------------------
(Exact name of registrant as specified in its charter)
ARIZONA 86-0419443
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4615 EAST ELWOOD STREET, PHOENIX, ARIZONA 85040
(Address of principal executive offices, including zip code)
(602) 966-5394
(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 period that the
registrant was required to file such reports); and (2) has been subject to
such filing requirements for the past 90 days.
[X] Yes [ ] No
SHARES OUTSTANDING OF THE REGISTRANT'S COMMON STOCK
AS OF JANUARY 6, 1997
Class A Common Stock, no par 49,802,391 Shares
Class B Common Stock, no par 575,769 Shares
1 <PAGE>
APOLLO GROUP, INC. AND SUBSIDIARIES
FORM 10-Q
INDEX
PAGE
PART I -- FINANCIAL INFORMATION ----
Item 1. Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . 9
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . .14
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .14
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . . . . . . .14
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . .14
Item 5. Other Information . . . . . . . . . . . . . . . . . . . . . . . . .14
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .14
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
EXHIBIT INDEX. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
2 <PAGE>
PART I -- FINANCIAL INFORMATION
Item 1 -- Financial Statements
<TABLE>
Apollo Group, Inc. and Subsidiaries
Consolidated Statement of Operations
(In thousands, except per share amounts)
<CAPTION>
Three Months Ended
November 30,
------------------
1996 1995
-------- --------
(Unaudited)
<S> <C> <C>
Net revenues $ 66,983 $ 49,727
-------- --------
Costs and expenses:
Instruction costs and services 39,608 29,959
Selling and promotional 8,479 6,328
General and administrative 6,748 5,595
-------- --------
Total costs and expenses 54,835 41,882
-------- --------
Income before income taxes 12,148 7,845
Less provision for income taxes 4,859 3,256
-------- --------
Net income $ 7,289 $ 4,589
======== ========
Income per common and common
equivalent share $ .14 $ .09
======== ========
Weighted average common and common
equivalent shares outstanding 51,607 50,633
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
3 <PAGE>
<TABLE>
Apollo Group, Inc. and Subsidiaries
Consolidated Balance Sheet
(Dollars in thousands)
<CAPTION> November 30, August 31,
1996 1996
-------- ---------
(Unaudited)
<S> <C> <C>
Assets:
Current assets --
Cash and cash equivalents $ 60,291 $ 51,982
Restricted cash 13,933 11,285
Short-term investments 14,537 13,273
Receivables, net 27,880 25,985
Inventory 2,821 3,112
Deferred tax assets, net 2,807 2,972
Prepaids and other current assets 543 532
-------- --------
Total current assets 122,812 109,141
Property and equipment, net 20,187 18,925
Educational program production costs, net 1,505 1,446
Non-operating property 4,321 4,321
Cost in excess of fair value of assets purchased 2,415 2,459
Deposits and other assets 2,088 1,558
-------- --------
Total assets $153,328 $137,850
======== ========
Liabilities and Shareholders' Equity:
Current liabilities --
Current portion of long-term liabilities $ 140 $ 140
Accounts payable 5,439 7,742
Other accrued liabilities 12,453 10,925
Income taxes payable 2,820 261
Student deposits and deferred tuition 39,366 35,736
-------- --------
Total current liabilities 60,218 54,804
-------- --------
Long-term liabilities, less current portion 2,070 1,773
-------- --------
Deferred tax liabilities, net 1,035 659
-------- --------
Commitments and contingencies -- --
-------- --------
Shareholders' equity --
Preferred stock, no par value, 1,000,000 shares authorized, none issued -- --
Class A nonvoting common stock, no par value, 400,000,000 shares authorized;
49,652,000 issued and outstanding at November 30, 1996 and 65,000,000 shares
authorized; 49,476,000 issued and outstanding at August 31, 1996 65 65
Class B voting common stock, no par value, 3,000,000 shares authorized;
576,000 issued and outstanding 1 1
Additional paid-in capital 43,286 41,201
Retained earnings 46,653 39,347
-------- --------
Total shareholders' equity 90,005 80,614
-------- --------
Total liabilities and shareholders' equity $153,328 $137,850
======== ========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
4 <PAGE>
<TABLE>
Apollo Group, Inc. and Subsidiaries
Consolidated Statement of Cash Flows
(In thousands)
<CAPTION>
Three Months Ended
November 30,
----------------------
1996 1995
--------- ---------
(Unaudited)
<S> <C> <C>
Net cash received from (used for) operating activities:
Cash received from customers $ 62,417 $ 46,155
Cash paid to employees and suppliers (50,981) (41,522)
Interest received 730 692
Interest paid (20)
Net income taxes paid (1,760) (546)
--------- ---------
Net cash received from operating activities 10,406 4,759
--------- ---------
Net cash received from (used for) investing activities:
Purchase of property and equipment (2,625) (2,357)
Additions to educational program production costs (281) (307)
Proceeds from sale of assets 40
Purchase of short-term investments (4,064)
Maturity of short-term investments 2,798
Cash paid at acquisition of Western,
net of cash acquired (584)
--------- ---------
Net cash used for investing activities (4,132) (3,248)
--------- ---------
Net cash received from (used for) financing activities:
Principal payments on long-term debt (50)
Issuance of stock 511 240
Tax benefit related to disqualifying dispositions
and exercise of options 1,574 132
--------- ---------
Net cash received from financing activities 2,035 372
--------- ---------
Net increase in cash and cash equivalents 8,309 1,883
Cash and cash equivalents, beginning of period 51,982 50,726
--------- ---------
Cash and cash equivalents, end of period $ 60,291 $ 52,609
========= =========
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
5 <PAGE>
Apollo Group, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
1. The interim consolidated financial statements include the accounts of
Apollo Group, Inc. ("Apollo" or the "Company") and its wholly owned
subsidiaries, which include the University of Phoenix, Inc. ("UOP"), the
Institute for Professional Development ("IPD") and Western International
University, Inc. ("WIU"). This financial information reflects all
adjustments, consisting only of normal recurring adjustments, that are, in
the opinion of management, necessary for a fair statement of the results for
the interim periods presented. Unless otherwise noted, references to 1996
and 1995 refer to the periods ended November 30, 1996 and 1995, respectively.
2. The interim consolidated financial statements should be read in
conjunction with the consolidated financial statements and notes thereto for
the fiscal year ended August 31, 1996 included in the Company's Form 10-K as
filed with the Securities and Exchange Commission. The 1996 and 1995 interim
financial information was reviewed by Price Waterhouse LLP (see "Review by
Independent Accountants").
3. The results of operations for the three months ended November 30, 1996
and 1995 are not necessarily indicative of the results to be expected for the
entire fiscal year or any future period.
6 <PAGE>
Review by Independent Accountants
The financial information as of November 30, 1996, and for the three
month period then ended, included in Part I pursuant to Rule 10-01 of
Regulation S-X, has been reviewed by Price Waterhouse LLP ("Price
Waterhouse"), the Company's independent accountants, in accordance with
standards established by the American Institute of Certified Public
Accountants. Price Waterhouse's report is included in this quarterly report.
Price Waterhouse does not carry out any significant or additional audit
tests beyond those that would have been necessary if its report had not been
included in this quarterly report. Accordingly, such report is not a
"report" or "part of a registration statement" within the meaning of Sections
7 and 11 of the Securities Act of 1933 and the liability provisions of
Section 11 of such Act do not apply.
7 <PAGE>
Report of Independent Accountants
To the Board of Directors and
Shareholders of Apollo Group, Inc.:
We have reviewed the accompanying consolidated balance sheet of Apollo Group,
Inc. and its subsidiaries as of November 30, 1996, and the related
consolidated statement of operations for the three month period ended
November 30, 1996 and the consolidated statement of cash flows for the three
month period ended November 30, 1996. These financial statements are the
responsibility of Apollo Group, Inc.'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 consolidated financial statements referred to above for
them to be in conformity with generally accepted accounting principles.
We previously audited in accordance with generally accepted auditing
standards, the consolidated balance sheet as of August 31, 1996, and the
related consolidated statements of operations, of changes in shareholders'
equity and of cash flows for the year then ended (not presented herein), and
in our report dated October 14, 1996 we expressed an unqualified opinion on
those consolidated financial statements. In our opinion, the information set
forth in the accompanying consolidated balance sheet information as of August
31, 1996, is fairly stated in all material respects in relation to the
consolidated balance sheet from which it has been derived.
/s/ PRICE WATERHOUSE LLP
Phoenix, Arizona
January 8, 1997
8 <PAGE>
PART I -- FINANCIAL INFORMATION
Item 2 -- Management's Discussion and Analysis of Financial Condition and
Results of Operations
The following information should be read in conjunction with
Management's Discussion and Analysis of Financial Condition and Results of
Operations and the consolidated financial statements and notes thereto for
the fiscal year ended August 31, 1996 included in the Company's Form 10-K as
filed with the Securities and Exchange Commission, as well as in conjunction
with the consolidated financial statements for the three month period ended
November 30, 1996 included in Item 1.
This quarterly report on Form 10-Q contains forward-looking statements.
Additional written or oral forward-looking statements may be made by the
Company from time to time in filings with the Securities and Exchange
Commission or otherwise. The words "believe," "expect," "anticipate," and
"project," and similar expressions identify forward-looking statements, which
speak only as of the date the statement was made. Such forward-looking
statements are within the meaning of that term in Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. Such statements may include, but not be
limited to, projections of revenues, income, or loss, expenses, capital
expenditures, plans for future operations, financing needs or plans, the
impact of inflation and plans relating to products or services of the
Company, as well as assumptions relating to the foregoing. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events, or
otherwise.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future
events and actual results could differ materially from those set forth in,
contemplated by, or underlying the forward-looking statements. Statements in
this quarterly report, including the Notes to the Consolidated Financial
Statements and "Management's Discussion and Analysis of Financial Condition
and Results of Operations," describe factors, among others, that could
contribute to or cause such differences. Additional factors that could cause
actual results to differ materially from those expressed in such forward-
looking statements are set forth in "Business" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the
Company's Annual Report on Form 10-K for the year ended August 31, 1996.
9 <PAGE>
RESULTS OF OPERATIONS
<TABLE>
The following table sets forth consolidated statement of operations data
of the Company expressed as a percentage of net revenues for the periods
indicated:
<CAPTION>
Three Months Ended
November 30,
-----------------
1996 1995
------ ------
(Unaudited)
<S> <C> <C>
Net revenues 100.0% 100.0%
------ ------
Costs and expenses:
Instruction costs and services 59.1 60.2
Selling and promotional 12.7 12.7
General and administrative 10.1 11.3
------ ------
Total costs and expenses 81.9 84.2
------ ------
Income before income taxes 18.1 15.8
Less provision for income taxes 7.2 6.5
------ ------
Net income 10.9% 9.3%
====== ======
</TABLE>
THREE MONTHS ENDED NOVEMBER 30, 1996 COMPARED WITH THREE MONTHS ENDED
NOVEMBER 30, 1995
Net revenues increased by 34.7% to $67.0 million in the three months
ended November 30, 1996 from $49.7 million in the three months ended November
30, 1995 due primarily to a 24.8% increase in average student enrollments
from 1995 to 1996, tuition price increases averaging four to five percent and
a higher concentration of enrollments at locations that charge a higher rate
per credit hour. All UOP and WIU campuses, which include their respective
learning centers, and most of the IPD contract sites had increases in net
revenues and average student enrollments from 1995 to 1996. Average student
enrollments increased to 49,452 in 1996 from 39,617 in 1995. Ending student
enrollments at November 30, 1996 and 1995 were 49,453 and 40,158,
respectively. Interest income, which is included in net revenues, increased
to $890,000 in 1996 from $745,000 in 1995 due primarily to increased cash
generated from the Company's operations.
Instruction costs and services increased by 32.2% to $39.6 million in
the three months ended November 30, 1996 from $30.0 million in the three
months ended November 30, 1995 due primarily to the direct costs necessary to
support the increase in average student enrollments. These costs consisted
primarily of faculty compensation, classroom lease expenses and related staff
salaries. These costs as a percentage of net revenues decreased to 59.1% in
the three months ended November 30, 1996 from 60.2% in the three months ended
November 30, 1995 due to greater net revenues being spread over the fixed
costs related to centralized student services.
10 <PAGE>
Selling and promotional expenses increased by 34.0% to $8.5 million in
the three months ended November 30, 1996 from $6.3 million in the three
months ended November 30, 1995 due primarily to increased marketing and
advertising at UOP, WIU and IPD campuses and learning centers. These
expenses as a percentage of net revenues remained the same in the three
months ended November 30, 1996 and 1995.
General and administrative expenses increased by 20.6% to $6.7 million
in the three months ended November 30, 1996 from $5.6 million in the three
months ended November 30, 1995 due primarily to increased costs required to
support the increased number of UOP and IPD campuses and learning centers and
increases in administrative compensation. These expenses as a percentage of
net revenues decreased to 10.1% in 1996 from 11.3% in 1995 due primarily to
higher net revenues being spread over the fixed costs related to various
centralized functions such as information services, corporate accounting and
human resources.
Costs related to the startup of new UOP and IPD campuses and learning
centers are expensed as incurred and totaled $1.2 million for the three
months ended November 30, 1996 and $680,000 for the three months ended
November 30, 1995. Interest expense, which is allocated among all categories
of costs and expenses, was less than $20,000 in 1996 and 1995.
The Company's effective tax rate decreased to 40.0% in 1996 from 41.5%
in 1995. The decrease is due primarily to the effects of increased tax-
exempt interest income.
Net income increased by 58.8% to $7.3 million in 1996 from $4.6 million
in 1995 due primarily to increased enrollments, increased tuition rates
(weighted by location) and improved utilization of general and administrative
costs and fixed instruction costs and services.
SEASONALITY
The Company experiences seasonality in its results of operations
primarily as a result of changes in the level of student enrollments. While
the Company enrolls students throughout the year, second quarter (December to
February) average enrollments and related revenues generally are lower than
other quarters due to the holiday breaks in December and January. Second
quarter costs and expenses historically increase as a percentage of net
revenues as a result of certain fixed costs not significantly affected by the
seasonal second quarter declines in net revenues.
The Company experiences a seasonal increase in new enrollments in August
of each year when most other colleges and universities begin their fall
semesters. As a result, instruction costs and services and selling and
promotional expenses historically increase as a percentage of net revenues in
the fourth quarter due to increased costs in preparation for the August peak
enrollments. These increased costs result in accounts payable levels being
higher in August than any other month in the year. The Company anticipates
that these seasonal trends in the second and fourth quarters will continue in
the future.
11 <PAGE>
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased to $62.6 million at November 30,
1996 from $54.3 million at August 31, 1996 due primarily to the $10.4 million
in cash generated from operations during the three months ended November 30,
1996. At November 30, 1996, the Company had no outstanding borrowings on its
$4.0 million unsecured line of credit, which bears interest at prime. The
line of credit is renewable annually and any amounts borrowed under the line
are payable upon its termination in December 1997.
Net cash received from operating activities increased to $10.4 million
in the three months ended November 30, 1996 from $4.8 million in the three
months ended November 30, 1995 due primarily to the $2.7 million increase in
net income from 1995 to 1996 and the timing of receipts from customers and
payments to suppliers. Capital expenditures, including additions to
educational program production costs, increased to $2.9 million in the three
months ended November 30, 1996 from $2.7 million in the three months ended
November 30, 1995 primarily to support the increase in student enrollments
and number of locations. Total purchases of property and equipment for the
year ended August 31, 1997 are expected to total approximately $12 million.
Additions to educational program production costs are not expected to exceed
$2 million for the year ended August 31, 1997. Startup costs are expected to
increase from $3.6 million in 1996 to approximately $5.5 million in 1997 due
to recent and planned expansion into new geographic markets.
Net receivables at November 30, 1996 totaled $27.9 million, or 41.6% of
net revenues for the three months ended November 30, 1996. This compares to
$26.0 million in net receivables at August 31, 1996 (43.9% of net revenues
for the three months ended August 31, 1996) and $17.4 million in net
receivables at November 30, 1995 (35.0% of net revenues for the three months
ended November 30, 1995). The increase in receivables as a percentage of net
revenues from November 1995 to November 1996 is due to a backlog in financial
aid processing and a backlog in collections resulting from the substantial
growth in new enrollment. As of November 30, 1996, most of the financial aid
processing backlog has been reduced and the receivable levels are expected to
be reduced as the related cash is collected and applied to students' accounts
in the second quarter of fiscal 1997.
The DOE requires that Title IV Program funds collected by an institution
for unbilled tuition be kept in a separate cash or cash equivalent account
until the students are billed for the portion of their program related to
these Title IV Program funds. In addition, all funds transferred to the
Company through electronic funds transfer programs are held in a separate
cash account until certain conditions are satisfied. As of November 30,
1996, the Company had approximately $13.9 million in these separate accounts,
which are reflected as restricted cash, to comply with these requirements.
These funds generally remain in these separate accounts for an average of
60-75 days from the date of collection. These restrictions on cash have not
significantly affected the Company's ability to fund daily operations.
The Regulations require all higher education institutions to meet an
acid test ratio (defined as the ratio of cash, cash equivalents, restricted
cash and current accounts receivable to total current liabilities) of at
least 1 to 1, which is calculated at the end of the institution's fiscal
year. If an institution, including UOP or WIU, fails to meet the acid test
ratio, it may be deemed not financially responsible by the DOE, which could
result in a loss of its eligibility to participate in Title IV Programs.
12 <PAGE>
UOP's acid test ratio was 1.19 to 1 at August 31, 1996 and 1.31 to 1 at
August 31, 1995. WIU's acid test ratio was 1.50 to 1 at August 31, 1996 and
2.73 to 1 on September 1, 1995. These requirements apply to the separate
financial statements of UOP, WIU and to each of the respective IPD client
institutions, but not the Company's consolidated financial statements.
IMPACT OF INFLATION
Inflation has not had a significant impact on the Company's historical
operations.
13 <PAGE>
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . .Not Applicable
Item 2. Changes in Securities . . . . . . . . . . . . . . . . . .Not Applicable
Item 3. Defaults Upon Senior Securities . . . . . . . . . . . . .Not Applicable
Item 4. Submission of Matters to a Vote of Security Holders
At a Special Meeting of Shareholders held on October 15, 1996, the
Company's shareholders approved an amendment to the Company's
Restated Articles of Incorporation to increase the number of
authorized shares of Class A Common Stock, no par value, of the
Company from 65,000,000 to 400,000,000 (the "Amendment"). Of the
40,963,836 shares of Class A Common Stock voted at the Special
meeting, 36,222,920 shares were voted for the Amendment, 4,730,347
shares were voted against the Amendment and 10,569 shares withheld
their votes. All of the 575,769 shares of Class B Common Stock
voted for the Amendment.
Item 5. Other Information . . . . . . . . . . . . . . . . . . . .Not Applicable
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit 3.1 Amended and Restated Articles of Incorporation of
Apollo Group, Inc. (as amended through October 15, 1996)
Exhibit 15-1 Letter on Unaudited Interim Financial
Information
Exhibit 27 Financial Data Schedule
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the three months ended
November 30, 1996.
14 <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.
APOLLO GROUP, INC.
(Registrant)
Date: January 10, 1997 By: /s/ James W. Hoggatt
----------------------------------
James W. Hoggatt
Vice President of Finance
and Chief Financial Officer
(Duly Authorized Officer
and Principal Financial
and Accounting Officer)
15 <PAGE>
APOLLO GROUP, INC. AND SUBSIDIARIES
EXHIBIT INDEX
PAGE
3.1 Amended and Restated Articles of Incorporation of Incorporated by
Apollo Group, Inc. (as amended through reference to
October 15, 1996) Exhibit 3.1 in
the Annual
Report on Form
10-K of Apollo
Group, Inc. for
the year ended
August 31, 1996
15-1 Letter on Unaudited Interim Financial Information 17
27 Financial Data Schedule 18
16 <PAGE>
Exhibit 15-1
Letter on Unaudited Interim Financial Information
January 8, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We are aware that Apollo Group, Inc. has incorporated by reference our report
dated January 8, 1997 (issued pursuant to the provisions of Statement on
Auditing Standards No. 71) in its Registration Statements on Form S-8
(Registration No. 33-87844, Registration No. 33-88982, Registration No.
33-88984 and Registration No. 33-63429). We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ PRICE WATERHOUSE LLP
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Operations and the Consolidated Balance Sheet and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000929887
<NAME> APOLLO GROUP, INC
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1997
<PERIOD-END> NOV-30-1996
<CASH> 74,224
<SECURITIES> 14,537
<RECEIVABLES> 33,454
<ALLOWANCES> 5,574
<INVENTORY> 2,821
<CURRENT-ASSETS> 122,812
<PP&E> 31,340
<DEPRECIATION> 11,153
<TOTAL-ASSETS> 153,328
<CURRENT-LIABILITIES> 60,218
<BONDS> 0
0
0
<COMMON> 66
<OTHER-SE> 89,939
<TOTAL-LIABILITY-AND-EQUITY> 153,238
<SALES> 3,171
<TOTAL-REVENUES> 66,983
<CGS> 3,046
<TOTAL-COSTS> 47,908
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,092
<INTEREST-EXPENSE> 11
<INCOME-PRETAX> 12,148
<INCOME-TAX> 4,859
<INCOME-CONTINUING> 4,289
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,289
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
