<PAGE>
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 June 30, 1997
OR
{ } TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file 02-25856
CRA MANAGED CARE, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Massachusetts 04-2658593
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification No.)
312 Union Wharf, Boston Massachusetts 02109
(Address of principal executive offices) (Zip code)
</TABLE>
Registrant's telephone number, including area code: (617) 367-2163
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 twelve months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject to the
filing requirements for the past 90 days.
Yes {X} No { }
At August 7, 1997, the registrant had outstanding an aggregate of 9,010,506
shares of its Common Stock, $.01 par value. CRA Managed Care, Inc.
<PAGE>
CRA Managed Care, Inc.
INDEX
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PART I. FINANCIAL INFORMATION
Consolidated Balance Sheets at December 31, 1996 and June 30, 1997 (Unaudited)............................. 3
Consolidated Statements of Operations (Unaudited) for the Three and Six Months ended June 30, 1996 and
1997..................................................................................................... 4
Consolidated Statements of Cash Flow (Unaudited) for the Six Months Ended June 30, 1996 and 1997........... 5
Notes to Consolidated Financial Statements (Unaudited)..................................................... 6
Management's Discussion and Analysis of Financial Condition and Results of Operations...................... 8
PART II. OTHER INFORMATION................................................................................. 10
Signature.................................................................................................. 11
EXHIBIT INDEX.............................................................................................. 12
</TABLE>
2
<PAGE>
CRA Managed Care, Inc.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND JUNE 30, 1997 (UNAUDITED)
<TABLE>
<CAPTION>
DECEMBER JUNE
31, 1996 30, 1997
-------------- ---------------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents..................................................... $ 2,596,000 $ --
Accounts receivable, less allowance for doubtful accounts of $2,167,000 and
$2,597,000 respectively..................................................... 36,446,000 49,340,000
Prepaid expenses.............................................................. 1,012,000 904,000
-------------- ---------------
Total current assets........................................................ 40,054,000 50,244,000
PROPERTY AND EQUIPMENT, AT COST................................................. 20,906,000 29,143,000
Less: Accumulated depreciation and amortization............................... 12,016,000 13,751,000
-------------- ---------------
Net property and equipment............................................... 8,890,000 15,392,000
GOODWILL AND OTHER INTANGIBLES, NET............................................. 48,788,000 85,045,000
OTHER ASSETS.................................................................... 396,000 242,000
-------------- ---------------
$ 98,128,000 $ 150,923,000
-------------- ---------------
-------------- ---------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Credit Facility............................................................... $ 5,700,000 $ 45,678,000
Current portion of long-term debt............................................. 56,000 24,000
Accounts payable and accrued expenses......................................... 7,975,000 12,267,000
Accrued payroll and related expenses.......................................... 6,663,000 7,118,000
Accrued income taxes.......................................................... 315,000 --
-------------- ---------------
Total current liabilities................................................... 20,709,000 65,087,000
LONG-TERM DEFERRED TAX LIABILITIES.............................................. 841,000 841,000
STOCKHOLDERS' EQUITY :
Common stock.................................................................. 89,000 90,000
Paid-in-capital............................................................... 91,234,000 93,209,000
Retained deficit.............................................................. (14,745,000) (8,304,000)
-------------- ---------------
Total stockholders' equity.................................................. 76,578,000 84,995,000
-------------- ---------------
$ 98,128,000 $ 150,923,000
-------------- ---------------
-------------- ---------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
CRA Managed Care, Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------------- -----------------------------
<S> <C> <C> <C> <C>
1996 1997 1996 1997
------------- ------------- ------------- --------------
Revenues........................................... $ 44,759,000 $ 61,130,000 $ 84,984,000 $ 115,619,000
Cost of services................................... 36,747,000 49,876,000 70,169,000 94,447,000
------------- ------------- ------------- --------------
Gross profit................................... 8,012,000 11,254,000 14,815,000 21,172,000
General and administrative expenses................ 3,636,000 4,922,000 6,745,000 9,173,000
------------- ------------- ------------- --------------
Operating income............................... 4,376,000 6,332,000 8,070,000 11,999,000
Interest expense, net.............................. 331,000 357,000 525,000 497,000
------------- ------------- ------------- --------------
Income before income taxes..................... 4,045,000 5,975,000 7,545,000 11,502,000
Provision for income taxes......................... 1,678,000 2,629,000 3,131,000 5,061,000
------------- ------------- ------------- --------------
Net income......................................... $ 2,367,000 $ 3,346,000 $ 4,414,000 $ 6,441,000
------------- ------------- ------------- --------------
------------- ------------- ------------- --------------
Primary earnings per share......................... $ 0.29 $ 0.37 $ 0.56 $ 0.71
------------- ------------- ------------- --------------
------------- ------------- ------------- --------------
Weighted average shares outstanding................ 8,150,000 9,081,000 7,850,000 9,092,000
------------- ------------- ------------- --------------
------------- ------------- ------------- --------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
CRA Managed Care, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1997
------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net income........................................................................ $ 4,414,000 $ 6,441,000
Items not requiring cash:
Depreciation of property and equipment.......................................... 1,105,000 1,735,000
Amortization of goodwill and other intangibles.................................. 166,000 747,000
Provision for doubtful accounts................................................. 124,000 134,000
Change in assets and liabilities:
Accounts receivable............................................................. (3,652,000) (10,954,000)
Prepaid expenses, prepaid income taxes and deposits............................. (549,000) 259,000
Accounts payable, accrued expenses and income taxes............................. 2,623,000 1,803,000
------------- -------------
Cash flows from operations.................................................... 4,231,000 165,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of FOCUS, QMC3, and FNS, net of cash acquired............................ (21,080,000) (41,000,000)
Purchase of property and equipment................................................ (1,229,000) (3,683,000)
------------- -------------
Cash flows used for investing activities...................................... (22,309,000) (44,683,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (payments) under the Credit Facility............................... (4,300,000) 39,978,000
Payment on the Junior Subordinated Notes.......................................... (5,000,000) --
Payment on other long-term debt................................................... (15,000) (32,000)
Net proceeds from sale of Common Stock............................................ 51,840,000 --
Proceeds from the sale of Common Stock under employee stock purchase plan and
stock option plans.............................................................. 1,475,000 1,976,000
------------- -------------
Cash flows from financing activities.......................................... 44,000,000 41,922,000
------------- -------------
NET INCREASE (DECREASE) IN CASH..................................................... 25,922,000 (2,596,000)
------------- -------------
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR........................................ 3,005,000 2,596,000
------------- -------------
CASH AND CASH EQUIVALENTS, END OF PERIOD............................................ $ 28,927,000 $ --
------------- -------------
------------- -------------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid..................................................................... $ 606,000 $ 302,000
Income taxes paid................................................................. $ 1,559,000 $ 5,004,000
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
CRA Managed Care, Inc.
Notes to Financial Statements
(Unaudited)
The accompanying unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission, and reflect all adjustments (all of which are of a normal recurring
nature) which, in the opinion of management, are necessary for a fair statement
of the results of the interim periods presented. These financial statements do
not include all disclosures associated with the annual financial statements and,
accordingly, should be read in conjunction with the attached Management's
Discussion and Analysis of Financial Condition and Results of Operation and the
financial statements and footnotes for the year ended December 31, 1996 included
in the Company's Form 10-K filed with the Securities and Exchange Commission on
March 31, 1997.
(1) ACQUISITIONS
On April 2, 1996, the Company purchased FOCUS HealthCare Management, Inc.
("FOCUS") from United HealthCare Corporation. FOCUS, based in Brentwood,
Tennessee, has built and maintains one of the nation's largest workers'
compensation preferred provider organization networks.
On May 29, 1996, the Company acquired all the outstanding capital stock of
QMC3, Inc. ("QMC3"). QMC3, based in Denver, Colorado, is a leading managed care
services company serving the automobile liability insurance market which was
instrumental in helping to obtain the passage of legislation in Colorado and New
York enabling the mandatory direction of medical care for automobile accident
victims.
On October 29, 1996, the Company purchased Prompt Associates, Inc.
("Prompt"). Prompt, based in Salt Lake City, Utah, is one of the leading
providers of hospital bill audit services to the group health payor community
for claims that fall outside of an indemnity carrier's, third-party
administrator's or health maintenance organization's network of hospital or
outpatient facilities.
On June 4, 1997, the Company purchased First Notice Systems, Inc. ("FNS")
for $40,000,000 in cash. FNS, based in Boston, Massachusetts, is a leading
provider of outsourced call reporting for first notice of loss/injury to the
automobile insurance and workers' compensation industries and last year had
annual revenues of approximately $9,400,000. In order to finance this
acquisition, the Company and First Union Bank signed an amendment to expand the
Company's borrowing capacity under the existing Credit Facility to $60,000,000
under similar terms and conditions.
The acquisition of FNS has been accounted for by the Company as a purchase
whereby the basis for accounting for FNS' assets and liabilities are based upon
their fair values at the date of acquisition. The preliminary allocation of the
purchase price to the assets and liabilities of FNS is as follows:
<TABLE>
<S> <C>
Pro forma purchase price including fees and expenses:......................... $41,000,000
Purchase price allocated to:
Current assets............................................................ 2,074,000
Property and equipment.................................................... 2,852,000
Assembled workforce....................................................... 717,000
Customer Lists............................................................ 432,000
Other long term assets.................................................... 1,702,000
Current liabilities....................................................... (2,629,000)
-----------
Net assets acquired..................................................... 5,148,000
-----------
Excess of cost over fair value of net assets acquired....................... $35,852,000
-----------
</TABLE>
The foregoing purchase price allocation is based upon preliminary
information. The final purchase price allocation is contingent upon the final
determination of the fair value of the net assets acquired on June 4, 1997,
the date of acquisition. Based upon presently available information, the
Company does not believe that the final purchase price allocation will
materially differ from the preliminary allocation.
6
<PAGE>
CRA Managed Care, Inc.
Notes to Financial Statements
(Unaudited)
(2) SUPPLEMENTAL PRO FORMA EARNINGS
Supplemental pro forma earnings per share has been calculated as if the
acquisition of FNS had been consummated at January 1, 1997, including the effect
of the additional borrowings of $40,000,000 under the Company's Credit Facility
to finance the acquisition FNS. Supplemental pro forma revenue, net income and
earnings per share for the three months ended June 30, 1997 would have been
$63,250,000, $2,862,000 and $0.32, respectively. Supplemental pro forma revenue,
net income and earnings per share for the six months ended June 30, 1997 would
have been $120,349,000, $5,171,000 and $0.57, respectively.
(3) PRO FORMA EARNINGS PER SHARE UNDER PENDING ACCOUNTING STANDARD
The Financial Accounting Standards Board issued Statement of Accounting
Standards No. 128 ("SFAS 128"), Earnings Per Share which supersedes Accounting
Opinion Bulletin No. 15. SFAS 128 establishes new accounting standards for the
presentation of earnings per share whereby primary earnings per share is
replaced with "Basic Earnings Per Share" and fully diluted earnings per share is
now called "Diluted Earnings Per Share". Under SFAS 128, Basic Earnings Per
Share is computed by dividing reported earnings available to common stockholders
by weighted average shares outstanding and Diluted Earnings Per Share computes
the effect of all other outstanding common stock equivalents under the treasury
stock method. SFAS 128 is effective for quarterly and annual periods ending
after December 15, 1997. Had the Company adopted SFAS 128, Basic Earning Per
Share would have been $0.37 and $0.30 for the quarters ended June 30, 1997 and
1996, and $0.72 and $0.58 for the six months ended June 30, 1997 and 1996,
respectively. Diluted Earnings Per Share would have been $0.37 and $0.29 for the
quarter ended June 30, 1997 and 1996, respectively, and $0.71 and $0.56 for the
six months ended June 30, 1997 and 1996, respectively (the same amount as shown
on the Company's Consolidated Statement of Operations under "Primary Earnings
Per Share").
(4) PROPOSED MERGER WITH OCCUSYSTEMS, INC.
On April 21, 1997, the Company and OccuSystems, Inc. ("OccuSystems") and
Concentra Managed Care, Inc. ("Concentra"), a corporation owned by the Company
and OccuSystems, entered into an Agreement and Plan of Reorganization (the
"Reorganization Agreement"). The Reorganization Agreement contemplates
simultaneous mergers (the "Mergers") (i) of OccuSystems with and into Concentra,
with Concentra as the surviving corporation of such merger and (ii) of a
newly-formed subsidiary of Concentra into the Company, with the Company as the
surviving corporation of such merger. The Mergers will be a tax-free stock for
stock exchange to be accounted for as a pooling of interests. The outstanding
shares of both companies will be exchanged for new shares in Concentra in the
Mergers. OccuSystems' approximately 21.6 million outstanding shares will be
exchanged for 57.3% of Concentra while the Company's approximately 9.0 million
outstanding shares will be exchanged for 42.7% of Concentra (assuming none of
the Company's stockholders exercise appraisal rights).
In connection with the Reorganization Agreement, the Company and OccuSystems
granted each other an option to purchase up to 10% of each other's common stock,
excercisable upon termination of the Reorganization Agreement in certain
circumstances. The Reorganization Agreement provides that, in the event the
Mergers are terminated under any such circumstances, the Company or OccuSystems
may be required to pay the other a termination fee of $10 million.
The Mergers remain subject to approval by the companies' stockholders and
special meetings for this purpose are scheduled to be on August 29, 1997.
(4) CREDIT FACILITY
On June 4, 1997, the Company and First Union Bank signed an amendment to
expand the Company's borrowing capacity under the existing Credit Facility to
$60,000,000 under similar terms and conditions in order to finance the
acquisition of FNS.
7
<PAGE>
CRA Managed Care, Inc.
Management's Discussion and Analysis of Financial Condition
and Results of Operations
THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND
FOOTNOTES FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND THE YEAR ENDED DECEMBER 31,
1996 CONTAINED IN THE COMPANY'S FORM 10-K FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON MARCH 31, 1997.
REVENUES
Revenues increased 36.6% in the second quarter of 1997 to $61,130,000 from
$44,759,000 in the second quarter of 1996. Field case management revenues
increased 15.4% in the second quarter of 1997 to $34,632,000 from $30,005,000 in
the second quarter of 1996, while specialized cost containment revenues
increased 79.6% in the second quarter of 1997 to $26,498,000 from $14,754,000 in
the second quarter of 1996. Revenues increased 36.0% for the six months of 1997
to $115,619,000 from $84,984,000 for the six months of 1996. Field case
management revenues increased 14.0% for the six months of 1997 to $67,021,000
from $58,770,000 for the six months of 1996, while specialized cost containment
revenues increased 85.4% for the six months of 1997 to $48,598,000 from
$26,214,000 for the six months of 1996. The field case management revenue growth
is primarily attributable to growth in revenues from existing service locations
and the opening of seven offices subsequent to the second quarter of 1996. The
specialized cost containment revenue growth is largely attributable to the
acquisition of FOCUS, QMC3, Prompt and FNS. Excluding these acquisitions, cost
containment revenues for the six months ended June 30, 1997 would have increased
approximately 40.2% over 1996. This revenue growth is attributable to growth in
retrospective bill review, telephonic case management and claims review services
in existing service locations and the addition of 27 service locations
subsequent to the second quarter of 1996, excluding the service locations
associated with the FOCUS, QMC3, Prompt and FNS acquisitions.
COST OF SERVICES
Cost of services increased 35.7% in the second quarter of 1997 to
$49,876,000 from $36,747,000 in the second quarter of 1996 due to an increase in
revenues and the acquisitions of FOCUS, QMC3, Prompt and FNS . Cost of services
as a percentage of revenue decreased to 81.6% in the second quarter of 1997
compared to 82.1% in the second quarter of 1996. Cost of services increased
34.6% for the six months of 1997 to $94,447,000 from $70,169,000 for the six
months of 1996 due to an increase in revenues and the acquisitions of FOCUS,
QMC3, Prompt and FNS . Cost of services as a percentage of revenue decreased to
81.7% for the six months of 1997 compared to 82.6% for the six months of 1996.
This improvement in gross margin is primarily the result of a shift in the
Company's revenue mix towards specialized cost containment services, including
the services provided by FOCUS, QMC3, Prompt and FNS, which historically have
had higher gross profit margins than revenues derived from field case management
services.
GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses increased 35.4% in the second quarter of
1997 to $4,922,000 from $3,636,000 in the second quarter of 1996, or 8.1% as a
percentage of revenue for the second quarter of 1997 and 1996. General and
administrative expenses increased 36.0% for the six months of 1997 to $9,173,000
from $6,745,000 for the six months of 1996, or 7.9% as a percentage of revenue
for the six months of 1997 and 1996. The increase in general and administrative
expenses in 1997 primarily was due to increased expenditures for marketing
initiatives, continued investment in the information technology group and
general and administrative expense associated with FOCUS, Prompt and FNS.
8
<PAGE>
CRA Managed Care, Inc.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
INTEREST EXPENSE, NET
Net interest expense increased $26,000 in the second quarter of 1997 to
$357,000 from $331,000 in the second quarter of 1996 due primarily to increased
outstanding borrowings under the Company's Credit Facility. Net interest expense
decreased $28,000 for the six months of 1997 to $497,000 from $525,000 for the
six months due primarily to lower outstanding borrowings under the Company's
Credit Facility during the period.
PROVISION FOR INCOME TAXES
The Company's provision for income taxes in the second quarter and six
months of 1997 was $2,629,000 and $5,061,000, respectively, and resulted in an
effective tax rate of 44% compared to 41.5% for the second quarter and six
months of 1996. The Company expects to continue to provide for its taxes at the
higher effective tax rate for the remainder of the year due to the
non-deductibility of goodwill amortization associated with the FOCUS and Prompt
acquisitions.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows generated from operations was $165,000 for the first six months
of 1997 and $4,231,000 for the first six months of 1996. During the first six
months of 1997, working capital increased $8,892,000 due primarily to an
increase in accounts receivable of $10,954,000 offset by an increase in accounts
payable, accrued expenses and income taxes of $1,803,000 and a decrease in
prepaid expenses and deposits of $259,000. Accounts receivable increased due to
continued revenue growth while accounts payable increased due to the timing of
payments. The Company utilized net cash of $41,000,000 in connection with the
acquisition of FNS. The Company also utilized $3,683,000 of cash to purchase
property and equipment during the first six months of 1997, the majority of
which was spent on new computer and software technology.
The Company believes that cash flow generated from operations supplemented
by short-term borrowings under the expanded $60,000,000 Credit Facility, will be
sufficient to fund the Company's working capital, capital expenditure and debt
service requirements for at least the next twelve months.
9
<PAGE>
CRA Managed Care, Inc.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit 11--Calculation of Shares Used in Determining Primary Earnings Per
Share
(b) Reports on Form 8-K
Form 8-K, dated June 18, 1997, regarding the acquisition of First Notice
Systems, Inc. ("FNS"), including audited financial statements for the two years
ended September 30, 1996, consolidated pro forma statements of operations of the
Company and FNS for the year ended December 31, 1996 and the three months ended
March 31, 1997 and the consolidated pro forma balance sheet of the Company and
FNS at March 31, 1997.
10
<PAGE>
CRA Managed Care, Inc.
SIGNATURE
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.
CRA MANAGED CARE, INC.
<TABLE>
<S> <C>
Date: August 7, 1997 By: /s/ Joseph F. Pesce
---------------------------------------------
Joseph F. Pesce
Senior Vice President--Finance and
Administration, Chief Financial Officer
and Treasurer
</TABLE>
11
<PAGE>
CRA Managed Care, Inc.
Exhibit Index
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
11 CRA Managed Care, Inc.--Calculation of Shares Used in Determining Primary Earnings Per Share............ 13
</TABLE>
12
<PAGE>
Exhibit 11
CRA Managed Care, Inc.
Calculation of Shares Used in Determining Primary Earnings Per Share
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1996 1997 1996 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Weighted average number of shares of common stock outstanding
during the period........................................... 7,954,000 8,968,000 7,663,000 8,952,000
Common stock equivalents, under the treasury stock method..... 196,000 113,000 187,000 140,000
---------- ---------- ---------- ----------
8,150,000 9,081,000 7,850,000 9,092,000
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000942136
<NAME> CRA MANAGED CARE INC
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<EXCHANGE-RATE> 1.00
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 51,937,000
<ALLOWANCES> 2,597,000
<INVENTORY> 0
<CURRENT-ASSETS> 50,244,000
<PP&E> 29,143,000
<DEPRECIATION> 13,751,000
<TOTAL-ASSETS> 150,923,000
<CURRENT-LIABILITIES> 65,087,000
<BONDS> 0
0
0
<COMMON> 90,000
<OTHER-SE> 84,905,000
<TOTAL-LIABILITY-AND-EQUITY> 150,923,000
<SALES> 0
<TOTAL-REVENUES> 115,619,000
<CGS> 0
<TOTAL-COSTS> 94,447,000
<OTHER-EXPENSES> 9,173,000
<LOSS-PROVISION> 134,000
<INTEREST-EXPENSE> 497,000
<INCOME-PRETAX> 11,502,000
<INCOME-TAX> 5,061,000
<INCOME-CONTINUING> 6,441,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,441,000
<EPS-PRIMARY> .71
<EPS-DILUTED> 0
</TABLE>
