=========================================================================== 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 June 20, 1998. OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________. Commission File Number: 33-41791 SPARTAN STORES, INC. (Exact Name of Registrant as Specified in Its Charter) MICHIGAN 38-0593940 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 850 76TH STREET, S.W. P.O. BOX 8700 GRAND RAPIDS, MICHIGAN 49518 (Address of Principal Executive Offices) (Zip Code) (616) 878-2000 (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. Yes _X_ No ___ As of July 18, 1998, the issuer had 11,505,781 outstanding shares of Class A Common Stock, $2 par value. _____________________ =========================================================================== SPARTAN STORES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS FIRST QUARTER (12 WEEKS) ENDED ------------------------------------- JUNE 20, JUNE 21, 1998 1997 (UNAUDITED) (UNAUDITED) ------------ ------------ NET SALES $585,824,005 $565,738,939 COSTS AND EXPENSES Cost of sales 525,404,090 509,132,523 Operating and administrative 52,307,434 51,695,060 Interest expense 2,049,450 2,306,499 Interest income (558,722) (746,842) Gain on sale of property and equipment (1,917,610) (941,690) ------------ ------------ TOTAL COSTS AND EXPENSES 577,284,642 561,445,550 ------------ ------------ EARNINGS BEFORE INCOME TAXES 8,539,363 4,293,389 INCOME TAXES 3,237,000 1,487,000 ------------ ------------ NET EARNINGS $ 5,302,363 $ 2,806,389 ============ ============ BASIC AND DILUTED EARNINGS PER CLASS A SHARE $ 0.46 $ 0.23 ============ ============ BASIC WEIGHTED AVERAGE CLASS A SHARES 11,459,601 12,049,080 ============ ============ DILUTED WEIGHTED AVERAGE CLASS A SHARES 11,463,371 12,056,190 ============ ============ DIVIDENDS DECLARED PER CLASS A SHARE $ 0.0125 $ 0.0125 ============ ============ -2- SPARTAN STORES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS JUNE 20, 1998 MARCH 28, (UNAUDITED) 1998 ------------ ------------ ASSETS CURRENT ASSETS Cash and cash equivalents $ 46,288,125 $ 37,026,640 Marketable securities 18,820,739 18,333,323 Accounts receivable 71,593,029 70,083,223 Refundable taxes on income 1,699,210 4,466,297 Inventories 80,368,079 92,706,414 Prepaid expenses 6,471,451 6,885,828 Deferred taxes on income 7,259,000 7,277,000 ------------ ------------ TOTAL CURRENT ASSETS 232,499,633 236,778,725 OTHER ASSETS 7,222,637 8,242,522 PROPERTY AND EQUIPMENT Land and improvements 32,691,626 33,098,220 Buildings 134,746,907 136,496,867 Equipment 138,116,796 138,663,310 ------------ ------------ 305,555,329 308,258,397 Less accumulated depreciation and amortization 148,061,752 147,146,529 ------------ ------------ NET PROPERTY AND EQUIPMENT 157,493,577 161,111,868 ------------ ------------ TOTAL ASSETS $397,215,847 $406,133,115 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Notes payable $ 21,500,000 $ 38,500,000 Accounts payable 88,946,193 81,690,574 Accrued payroll and benefits 13,145,287 13,447,559 Insurance reserves 15,407,819 15,799,160 Other accrued expenses 22,687,299 19,759,049 Current maturities of long-term debt and capital lease obligation 6,531,971 6,544,777 ------------ ------------ TOTAL CURRENT LIABILITIES 168,218,569 175,741,119 -3- DEFERRED TAXES ON INCOME 3,779,500 3,750,000 POSTRETIREMENT BENEFITS OTHER THAN PENSIONS 4,859,200 4,784,200 LONG-TERM DEBT AND CAPITAL LEASE OBLIGATION 100,781,656 107,665,545 SHAREHOLDERS' EQUITY Class A common stock, voting, par value $2 a share; authorized 20,000,000 shares; outstanding 11,464,143 and 11,443,985 shares 22,928,286 22,887,970 Additional paid-in capital 16,741,485 16,431,937 Retained earnings 79,907,151 74,872,344 ------------ ------------ TOTAL SHAREHOLDERS' EQUITY 119,576,922 114,192,251 ------------ ------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $397,215,847 $406,133,115 ============ ============ -4- SPARTAN STORES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FIRST QUARTER (12 WEEKS) ENDED ------------------------------ JUNE 20, JUNE 21, 1998 1997 (UNAUDITED) (UNAUDITED) ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 5,302,363 $ 2,806,389 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 4,549,085 4,814,904 Postretirement benefits other than pensions 75,000 55,000 Deferred taxes on income 47,500 93,000 Gain on sale of property and equipment (1,917,610) (941,690) Change in assets and liabilities: Marketable securities (487,416) 940,094 Accounts receivable (1,509,806) 729,151 Refundable taxes on income 2,767,087 1,453,207 Inventories 12,338,335 9,029,433 Prepaid expenses 414,377 (1,422,230) Accounts payable 7,255,619 11,755,514 Accrued payroll and benefits (302,272) (1,834,732) Insurance reserves (391,341) 316,826 Other accrued expenses 2,928,250 (5,561,003) ----------- ----------- NET CASH PROVIDED BY OPERATING ACTIVITIES 31,069,171 22,233,863 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of property and equipment (2,852,699) (7,169,534) Proceeds from the sale of property and equipment 3,839,903 3,377,589 Other 1,019,497 (263,578) ----------- ----------- NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES 2,006,701 (4,055,523) CASH FLOWS FROM FINANCING ACTIVITIES Changes in notes payable (17,000,000) (8,500,000) Proceeds from long-term borrowings 2,602,938 3,625,000 Repayment of long-term debt and capital lease obligation (9,499,633) (16,579,776) Proceeds from sale of common stock 589,252 721,665 Common stock purchased (363,559) (458,430) Dividends paid (143,385) (150,721) ----------- ----------- -5- NET CASH USED IN FINANCING ACTIVITIES (23,814,387) (21,342,262) ----------- ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 9,261,485 (3,163,922) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 37,026,640 34,198,752 ----------- ----------- CASH AND CASH EQUIVALENTS AT END OF YEAR $46,288,125 $31,034,830 =========== =========== -6- SPARTAN STORES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY CLASS A ADDITIONAL COMMON PAID-IN RETAINED STOCK CAPITAL EARNINGS ----------- ----------- ----------- BALANCE - MARCH 30, 1997 $24,065,700 $18,406,969 $64,784,905 CLASS A COMMON STOCK TRANSACTIONS 895,256 shares purchased (1,790,512) (4,769,484) (3,559,471) 306,391 shares issued 612,782 2,794,452 NET EARNINGS 14,233,981 CASH DIVIDENDS - $.05 PER SHARE (587,071) ----------- ----------- ----------- BALANCE - MARCH 28, 1998 22,887,970 16,431,937 74,872,344 CLASS A COMMON STOCK TRANSACTIONS 32,174 shares purchased (64,348) (175,040) (124,171) 52,332 shares issued 104,664 484,588 NET EARNINGS 5,302,363 CASH DIVIDENDS - $.0125 PER SHARE (143,385) ----------- ----------- ----------- BALANCE - JUNE 20, 1998 $22,928,286 $16,741,485 $79,907,151 =========== =========== =========== -7- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ACCOUNTING POLICIES The 1998 Annual Report on Form 10-K contains a summary of significant accounting policies in the notes to consolidated financial statements. The Company follows the same accounting policies in the preparation of interim financial statements. RECLASSIFICATIONS Certain reclassifications have been made to the June 21, 1997 presentation in order to conform to the June 20, 1998 presentation. STATEMENT OF REGISTRANT The data presented herein is unaudited, but in the opinion of management includes all adjustments (which consist solely of normal recurring accruals) necessary for a fair presentation of the consolidated financial position of the Company and its subsidiaries at June 20, 1998 and the results of their operations and the changes in cash flows for the periods ended June 20, 1998 and June 21, 1997. These interim results are not necessarily indicative of the results of the fiscal years as a whole. CONTINGENCIES On August 21, 1996, the Attorney General for the State of Michigan filed an action in Michigan circuit court against the leading cigarette manufacturers operating in the United States, twelve wholesalers and distributors of tobacco products in Michigan (including three Company subsidiaries) and others seeking certain injunctive relief, the reimbursement of $4 billion in Medicaid and other expenditures incurred or to be incurred by the State of Michigan to treat diseases allegedly caused by cigarette smoking and punitive damages of $10 billion. During fiscal year 1998, three actions were filed in state courts in Tennessee and twenty-two actions were filed in state courts in Pennsylvania against the leading cigarette manufacturers operating in the United States and certain wholesalers and distributors, including a subsidiary of the Company. In the three Tennessee actions, one action was filed as a class action on behalf of the individual plaintiffs, one action was filed on behalf of the State of Tennessee and its taxpayers, and one action was filed by an individual plaintiff. All of the Pennsylvania actions were filed by individual plaintiffs. In these separate cases, the plaintiffs are seeking compensatory, punitive and other damages, reimbursement of medical and other expenditures and equitable relief. The Company believes that its subsidiaries have valid defenses to these legal actions. These actions are being vigorously defended. All of the Tennessee actions have been dismissed. -8- All but one of the Pennsylvania actions have been dismissed without prejudice pursuant to a Dismissal and Tolling Agreement under which the defendants have agreed not to raise the defense of statute of limitations or laches if an action is filed by a plaintiff before April 1, 1999. One of the cigarette manufacturers named as a defendant in each action has agreed to indemnify the Company's subsidiaries from damages arising out of these actions. Management believes that the ultimate outcome of these actions should not have a material adverse effect on the consolidated financial position, results of operations or liquidity of the Company. Various other lawsuits and claims, arising in the ordinary course of business, are pending or have been asserted against the Company. While the ultimate effect of such actions cannot be predicted with certainty, management believes that their outcome will not result in a material adverse effect on the consolidated financial position, operating results or liquidity of the Company. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS The following table sets forth items from the Company's Consolidated Statements of Earnings as percentages of net sales: FIRST QUARTER (12 WEEKS ENDED) ------------------------------ JUNE 20, JUNE 21, 1998 1997 (UNAUDITED) (UNAUDITED) ----------- ----------- Net Sales 100.0% 100.0% Gross profit 10.3 10.0 Less: Operating and administrative expenses 8.9 9.1 Interest expense .3 .4 Interest income (.1) (.1) Gain on sale of property and equipment (.3) (.2) ----- ----- TOTAL 8.8 9.2 ----- ----- -9- EARNINGS BEFORE INCOME TAXES 1.5 .8 Income taxes .6 .3 ----- ----- NET EARNINGS .9% .5% ===== ===== NET SALES Net sales for the quarter ended June 20, 1998 increased $20.1 million compared to the quarter ended June 21, 1997. Sales in the Distribution segment increased approximately $20.3 million, reflecting increases in sales to convenience store retailers of $21.8 million, offset by a decline in sales to grocery store retailers of $1.5 million. The decline in sales to grocery store retailers is primarily the result of a decline in store equipment sales approximating $4.5 million due to a decline in retail store development activity, offset to a certain degree by increases in sales of pharmacy products approximating $2.4 million. The Company continues to experience extremely competitive market conditions for the sale of grocery and general merchandise products. The Company's sales of these products have declined primarily due to the success of competing super center formats and limited assortment stores that carry these types of products. Offsetting declines in sales of grocery and general merchandise products were sales of perishable products due to increased volume, the addition of new customers and inflation approximating 9% for produce products. Effective July 27, 1998, the Company changed from the Cost-Plus pricing policy for General Merchandise products to a variable markup pricing structure. Management expects the change to result in increased sales volumes in this price sensitive category. The increase in sales to convenience store retailers is primarily the result of increases in the prices of cigarettes approximating 10%, new customers and general increases in convenience store purchases. These increases were partially offset by the loss of two customers. Sales in the Insurance segment for the quarter ended June 20, 1998 increased slightly compared to the quarter ended June 21, 1997. The Company added accounts to both its third party administrator business and property and casualty underwriting business. However, increased competitive pressures have caused the Company to reduce premiums and accept lower commissions. Sales in the Real Estate and Finance segment during the quarter ended June 20, 1998, which exclude gains on the sales of real property, declined by approximately $.3 million compared to the quarter ended June 21, 1997. The decline reflects a reduction in rental income received due to sales of -10- property occurring during the fiscal year ended March 28, 1998. Management expects rental income to continue to show declines from prior periods due to these property sales. GROSS PROFIT Gross profit as a percentage of net sales for the quarter ended June 20, 1998 increased to 10.3% from 10.0% in the quarter ended June 21, 1997. The improvement in gross profit can be attributed to several factors, including enhanced inventory procurement practices as the Company purchases inventories in excess of current needs to take advantage of promotions offered by vendors. Also, the Company has experienced improvements in gross profit from the sale of cigarette inventories purchased prior to recent price increases. Finally, during the third quarter of the 1998 fiscal year, the Company revised the methodology in which it administers its Cost-Plus pricing policy to compute amounts billed based on acquisition cost before considering promotional allowances. Management expects gross profit to continue to be positively impacted by inventory procurement practices and the revision to its Cost-Plus pricing policy. OPERATING AND ADMINISTRATIVE EXPENSES Operating and administrative expenses as a percentage of net sales for the quarter ended June 20, 1998 were 8.9%, compared to 9.1% in the quarter ended June 21, 1997. The reduction in operating and administrative expenses as a percentage of net sales is primarily the result of the increase in net sales discussed above. However, the Company's management incentive plan implemented during the fiscal year ended March 28, 1998, has had a favorable impact on the Company's ability to manage overall costs within the organization. Amounts to be paid under the management incentive plan are determined based on consolidated earnings, customer satisfaction survey results and individual performance evaluations. Payments are made on an annual basis and require the achievement of a targeted level of consolidated earnings. The Company experienced increases in compensation-related costs associated with inflation and the accrual of estimated amounts to be paid under the management incentive plan. Additionally, software amortization expense increased, primarily due to the capitalization of costs associated with BASE (Business Automation Support Environment) to increase the overall efficiency of operations and to enhance the level of service that the Company provides to its retail customers. However, these increases were offset by declines in a wide variety of expenses, including contracted labor expenses and costs associated with transportation equipment that was sold and leased back during the fiscal year ended March 28, 1998. Management anticipates that the management incentive plan will continue to have a favorable impact on operating and administrative expenditures. -11- Expenses associated with the Company's collective bargaining labor force contributed to the increase in compensation-related costs. The discontinuance of labor standards in the Company's grocery and related product distribution warehouses during fiscal 1998 resulted in a decline in warehouse efficiency. In response, the Company implemented an incentive program for all collective bargaining associates to improve efficiency. First quarter improvements in efficiency were seen in all of the Company's warehouses, with one already resulting in the distribution of incentive payments. Management expects the incentive program to continue in its early success, resulting in reduced operating expenses throughout the course of the fiscal year. The Company has incurred significant Information Technology costs to address Year 2000 issues. The Company is upgrading and replacing existing software. Additionally, the Company is currently communicating with its customers, suppliers and financial institutions to assess their plans for Year 2000 and how they may impact the Company. The Company has spent approximately $3.0 million during the past two fiscal years and expects to incur an additional $3.0 million to address the Year 2000 issues. The Company believes that due to its current efforts and future plans to upgrade and replace existing software, the Year 2000 problem will not pose significant operational problems for the Company's computer systems. If such modifications and conversions to software are not completed timely, however, or if the Company's customers, suppliers or financial institutions should fail to adequately modify their computer systems, the Year 2000 problem could have a material adverse impact on the Company's ability to order and distribute product efficiently. INTEREST EXPENSE AND INCOME Interest expense for the quarter ended June 20, 1998 declined by approximately $.3 million compared to the quarter ended June 21, 1997. The decline was primarily attributable to lower average borrowings during the period due to the sale of retail properties and strong earnings performance. The Company has been successful in lowering its debt to equity ratio to .84:1. Interest income for the quarter ended June 20, 1998 declined by approximately $.2 million compared to the quarter ended June 21, 1997. The reduction in interest income was due primarily to a decrease in notes receivable. In addition, finance fees earned on past due accounts decreased as a result of a reduction in past due accounts. GAIN ON SALE OF PROPERTY AND EQUIPMENT The gain on sale of property and equipment of $1.9 million for the quarter ended June 20, 1998 was due primarily to the sale of two retail properties. Management does not anticipate significant real estate transactions to occur during the remainder of the fiscal year. -12- NET EARNINGS Net earnings for the quarter ended June 20, 1998 were $5.3 million, increasing by approximately $2.5 million over the quarter ended June 21, 1997. This increase resulted in a 4.54% quarterly return on average shareholders' equity, compared to 2.58% for the quarter ended June 21, 1997. Additionally, net earnings per Class A share improved from $.23 for the quarter ended June 21, 1997 to $.46 for the quarter ended June 20, 1998. Distribution segment net earnings for the quarter ended June 20, 1998 were $3.2 million, increasing by 115.5% over the quarter ended June 21, 1997, due primarily to improvements in gross profit. Insurance segment net earnings for the quarter ended June 20, 1998 were $.6 million, increasing by 44.5% over the quarter ended June 21, 1997. The increase in net earnings was primarily the result of a reduction in loss reserves due to the successful implementation of safety initiatives. Over the past five years, the Company has taken significant steps to reduce the number of claims incurred, including developing safety committees, increasing visits to retail locations and reducing insurance premiums if the Company's recommendations are implemented. Real Estate and Finance segment net earnings for the quarter ended June 20, 1998 were $1.5 million, increasing by 63.8% over the quarter ended June 21, 1997, due primarily to gains from the sales of real estate holdings. Management does not anticipate significant real estate transactions to occur during the remainder of the fiscal year. Accordingly, it is expected that Real Estate and Finance segment net earnings will return to historical levels for the remainder of fiscal 1999. LIQUIDITY AND CAPITAL RESOURCES The Company's principal sources of liquidity are cash flows from operating activities and borrowings under a bank credit agreement. At June 20, 1998, the Company had approximately $54.0 million in additional bank borrowings available. Also, the Company is permitted to sell unsecured notes under a note offering with a total principal amount of $100,000,000. As of June 20, 1998, approximately $14.2 million of these notes were outstanding and the Company had approximately $49.1 million in availability under this offering. Management believes that cash flows from operating activities and the Company's ability to issue notes and to borrow under the bank credit agreement will be adequate for the Company's operating, investing and financing activities. Net cash provided by operating activities of approximately $31.1 million was generated by strong earnings, a reduction in cigarette inventories held and an increase in accounts payable and other accrued expenses. The -13- Company's current ratio improved from 1.35:1 at March 28, 1998 to 1.38:1 at June 20, 1998. Net cash provided by investing activities of approximately $2.0 million was generated primarily through the sales of retail properties and collections of amounts owing from notes receivable, offset by capital expenditures. Total purchases of property and equipment have declined due to the completion of many of the BASE projects commenced in prior years. Management expects that total capital expenditures in the fiscal year ended March 27, 1999 will be approximately $21.0 million. Net cash used in financing activities of approximately $23.8 million is primarily attributable to reductions in amounts borrowed under the Company's bank credit agreement. RECENT ACCOUNTING PRONOUNCEMENTS In March 1998, the American Institute of Certified Public Accountants issued Statement of Position ("SOP") 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." The SOP is effective for the Company on March 28, 1999, however, early adoption is permitted. The SOP will require the capitalization of certain costs incurred after the date of adoption in connection with developing or obtaining software for internal use. This SOP will be adopted on a prospective basis and its effect on future operations has not been determined. CAUTIONARY STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 The matters discussed in this report include forward-looking statements that describe the Company's plans, strategies, objectives, goals, expectations or projections. These forward-looking statements are identifiable by words or phrases indicating that the Company or management "expects," "anticipates," "projects," "plans" or "believes" that a particular occurrence "may result" or "will likely result" or that a particular event "may occur" or "will likely occur" in the future, or similarly stated expectations. In addition to other risks and uncertainties described in connection with the forward-looking statements contained in this Report on Form 10-Q, there are many important factors that could cause actual results to be materially different from the Company's current expectations. Anticipated future sales are subject to competitive pressures from many sources. The Company's Distribution segment competes with numerous warehouse discount stores, supermarkets, pharmacies and product manufacturers. The Company's Insurance segment is subject to intense competition from numerous insurance agents and insurance companies, -14- especially in the property and casualty insurance markets. Competitive pressures in these and other business segments may result in unexpected reductions in sales volumes, product prices or service fees. Operating and administrative expenses may be adversely affected by unexpected costs associated with, among other factors: costs associated with BASE (Business Automation Support Environment); software modifications and upgrades to address Year 2000 issues; unanticipated labor shortages, stoppages or disputes; business acquisitions or divestitures; the defense, settlement or adverse judgments in connection with current or future legal or administrative proceedings; and the adoption of SOP 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use." The Company's future interest expense and income also may differ from current expectations, depending upon: cigarette inventory levels; retail property sales; the volume of notes receivable; and the amount of fees received on delinquent accounts, among other factors. The foregoing is intended to provide meaningful cautionary statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The foregoing should not be construed as an exhaustive list of all economic, competitive, governmental and technological factors that could adversely affect the Company's expected consolidated financial position, results of operations or liquidity. The Company disclaims any obligation to update its forward-looking statements to reflect subsequent events or circumstances. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS For a discussion of certain litigation, reference is made to "Contingencies" in the Notes to Consolidated Financial Statements included in Part I, Item 1, of this report, which is incorporated herein by reference. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS: The following documents are filed as exhibits to this report on Form 10-Q: EXHIBIT NUMBER DOCUMENT -------------- -------- 27 Financial Data Schedule (b) REPORTS ON FORM 8-K. No reports on Form 8-K have been filed during the period for which this report is filed. -15- 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. Date: August 4, 1998 SPARTAN STORES, INC. (Registrant) By /S/CHARLES B. FOSNAUGH Charles B. Fosnaugh Vice President Development (Principal Financial Officer and duly authorized signatory for Registrant) -16- EXHIBIT INDEX EXHIBIT NUMBER DOCUMENT - -------------- -------- 27 Financial Data Schedule -17-