<PAGE> 1
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 ENDED JANUARY 3, 1997
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: 0-27656
CHILDTIME LEARNING CENTERS, INC.
(Exact Name Of Registrant As Specified In Its Charter)
<TABLE>
<S><C>
MICHIGAN 38-3261854
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.)
</TABLE>
38345 West Ten Mile Road, Suite 100
Farmington Hills, Michigan 48335
(Address of principal executive offices)
(810) 476-3200
(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 of 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 required for the past 90 days. Yes[X] No [ ]
The number of shares of Registrant's Common Stock no par value per
share, outstanding at February 3, 1997 was 5,429,322.
Total number of pages included in Form 10-Q: 15
Index to Exhibits is located on page 12
1
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CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
Index
FORM 10-Q
For the Quarterly Period Ended January 3, 1997
<TABLE>
<CAPTION>
Page
Number
PART I. FINANCIAL INFORMATION ------
<S> <C>
ITEM 1. Consolidated Financial Statements
A. Consolidated Balance Sheet 3
January 3, 1997 and March 29, 1996
B. Consolidated Statement of Income 4
Twelve Weeks Ended January 3, 1997 and January 5, 1996
Forty Weeks Ended January 3, 1997 and January 5, 1996
C. Consolidated Statement of Cash Flows 5
Forty Weeks Ended January 3, 1997 and January 5, 1996
D. Notes to Consolidated Financial Statements 6-7
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8-11
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
</TABLE>
2
<PAGE> 3
PART I
FINANCIAL INFORMATION
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
JANUARY 3, MARCH 29,
1997 1996
(Unaudited)
--------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,281,694 $ 2,313,469
Accounts receivable, less allowance for doubtful accounts of $155,000 2,754,421 1,728,682
and $125,000, respectively
Prepaid expenses and other 1,177,121 1,174,486
Deferred income taxes 772,000 620,000
--------------- ---------------
TOTAL CURRENT ASSETS 5,985,236 5,836,637
--------------- ---------------
Land, buildings and equipment:
Land 10,220,000 10,220,000
Buildings 19,473,826 19,392,528
Vehicles, furniture and equipment 7,199,973 6,251,095
Leasehold improvements 5,205,484 4,628,327
--------------- ---------------
42,099,283 40,491,950
Less accumulated depreciation and amortization 7,983,473 7,049,522
--------------- ---------------
34,115,810 33,442,428
Land held for disposal 744,450 739,600
--------------- ---------------
34,860,260 34,182,028
--------------- ---------------
Other noncurrent assets:
Intangible assets, net 6,470,610 4,187,242
Refundable deposits and other 552,925 482,257
--------------- ---------------
TOTAL ASSETS $ 47,869,031 $ 44,688,164
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt $ 648,727 $ 426,353
Accounts payable 843,895 1,245,018
Accrued wages and payroll taxes 1,529,778 2,060,037
Accrued vacation 682,063 703,078
Other current liabilities 2,545,126 1,919,474
--------------- ---------------
Total current liabilities 6,249,589 6,353,960
Long-term debt 1,337,188 809,364
Deferred income taxes 3,938,000 4,571,000
--------------- ---------------
Total liabilities 11,524,777 11,734,324
--------------- ---------------
Common stock purchase warrant 1,440,000 1,440,000
Commitments and contingencies --- ---
--------------- ---------------
Shareholders' equity:
Common stock, 10,000,000 shares authorized, no par value; 5,429,322
issued and outstanding at January 3, 1997 and March 29, 1996 29,363,816 29,363,816
Preferred stock, 1,000,000 shares authorized, no par value; no shares
issued or outstanding --- ---
Subscriptions receivable (2,777) (64,171)
Retained earnings 5,543,215 2,214,195
--------------- ---------------
Total shareholders' equity 34,904,254 31,513,840
--------------- ---------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 47,869,031 $ 44,688,164
=============== ===============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE> 4
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
Consolidated Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
QUARTER-TO-DATE YEAR-TO-DATE
TWELVE WEEKS ENDED FORTY WEEKS ENDED
-------------------------- --------------------------
JANUARY 3, JANUARY 5, JANUARY 3, JANUARY 5,
1997 1996 1997 1996
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues $ 17,621,999 $ 15,051,822 $ 58,336,597 $ 49,001,754
Cost of revenues 15,185,726 12,436,491 49,239,740 40,181,165
------------ ------------ ------------ ------------
GROSS PROFIT 2,436,273 2,615,331 9,096,857 8,820,589
Marketing expenses 285,193 243,388 888,962 810,395
General and administrative expenses 1,220,104 1,264,938 4,097,070 4,053,534
Revaluation of land held for disposal -- -- -- 611,568
------------ ------------ ------------ ------------
OPERATING INCOME 930,976 1,107,005 4,110,825 3,345,092
Interest expense 35,281 449,671 107,928 1,591,211
Amortization expense 2,231 13,637 7,436 45,455
Other expense (income), net (132,783) (118,687) (462,559) (314,611)
------------ ------------ ------------ ------------
INCOME BEFORE INCOME TAXES 1,026,247 762,384 4,458,020 2,023,037
Income tax provision (benefit) (202,000) 313,000 1,129,000 773,000
------------ ------------ ------------ ------------
NET INCOME $ 1,228,247 $ 449,384 $ 3,329,020 $ 1,250,037
============ ============ ============ ============
Weighted average shares outstanding 5,429,322 3,499,322 5,429,322 3,499,322
============ ============ ============ ============
Earnings per share $ 0.23 $ 0.13 $ 0.61 $ 0.36
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
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CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION>
YEAR-TO-DATE
FORTY WEEKS ENDED
--------------------------------
JANUARY 3, JANUARY 5,
1997 1996
-------------- -------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,329,020 $ 1,250,037
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,385,810 1,123,498
Deferred income taxes (785,000) (141,000)
Interest expense on subordinated note -- 337,083
Losses (gains) and provisions for losses on land,
buildings, equipment and land held for disposal (1,927) 581,261
Lease subsidy income -- (300,000)
Changes in assets and liabilities providing (consuming) cash:
Accounts receivable (1,025,739) (47,775)
Prepaid expenses, refundable deposits and other assets (73,303) (1,083,540)
Accounts payable, accruals and other current liabilities (326,745) 575,361
-------------- -------------
Net cash provided by operating activities 2,502,116 2,294,925
CASH FLOWS FROM INVESTING ACTIVITIES:
Expenditures for land, buildings and equipment (1,688,597) (1,774,782)
Acquisition of intangible assets (1,557,118) (467,779)
Proceeds from sales of land, buildings and equipment 11,800 914,331
-------------- -------------
Net cash provided by (used in) investing activities (3,233,915) (1,328,230)
CASH FLOWS FROM FINANCING ACTIVITIES:
Receipts from revolving line of credit, net -- 2,194,532
Payments on long-term debt (361,370) (2,542,459)
Issuance of shares, net of subscriptions receivable 61,394 69,506
-------------- -------------
Net cash provided by (used in) financing activities (299,976) (278,421)
-------------- -------------
Net increase (decrease) in cash and cash equivalents (1,031,775) 688,274
Cash and cash equivalents, beginning of year 2,313,469 240,412
-------------- -------------
Cash and cash equivalents, end of period $ 1,281,694 $ 928,686
============== =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
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CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) GENERAL
The consolidated financial statements of Childtime Learning Centers, Inc.
(the "Company") are unaudited and, in the opinion of management, include all
adjustments necessary to fairly state the Company's financial condition,
results of operations and its cash flows, for the interim periods presented.
The results of operations for interim periods are not necessarily indicative of
the results to be expected for the full fiscal year. These statements should
be read in conjunction with the Company's annual report for the fiscal year
ended March 29, 1996.
Certain prior year amounts have been reclassified to conform with the
current year presentation.
(2) PRINCIPALS OF CONSOLIDATION AND CORPORATE ORGANIZATION
The consolidated financial statements as of January 3, 1997, January 5,
1996 and March 29, 1996 include the accounts of Childtime Learning Centers,
Inc. and its wholly owned subsidiary, Childtime Childcare, Inc. (together
referred to as the "Company").
(3) FISCAL YEAR
The Company utilizes a 52-53 week fiscal year (comprised of 13 four-week
periods), ending on the Friday closest to March 31. For both fiscal years 1996
and 1997, the first quarter contains sixteen weeks, while each of the
remaining quarters contains twelve weeks. Both fiscal years 1996 and 1997
contain 52 weeks.
(4) INCOME TAXES
The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.
As previously disclosed, the Internal Revenue Service ("I.R.S.") had
challenged the deductibility of certain costs incurred by KD
Acquisition Corporation in connection with its acquisition of the Company and
had issued a Statutory Notice of Deficiency for the tax years
6
<PAGE> 7
CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
1991 - 1994. Accordingly the Company had not recognized for financial
statement purposes the income tax benefit of approximately $900,000 associated
with these deductions.
Recently, legislation was enacted by Congress which clarified certain
provisions of the Internal Revenue Code related to the deductibility of such
expenses. As a result of the enacted legislation, the Company and the IRS have
now reached an agreement which resulted in a settlement at an amount
substantially below that originally claimed. Accordingly the accompanying
consolidated statement of income includes a $600,000 credit in the income tax
provision to reflect the settlement of this issue with the IRS.
(5) COMMON STOCK AND EARNINGS PER SHARE
For the twelve weeks and forty weeks ended January 5, 1996, earnings per
share have been calculated by dividing net income by the weighted average
common shares outstanding, including the common stock purchase warrant (201,511
shares).
7
<PAGE> 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations
GENERAL
During the first three quarters (forty weeks) of the fiscal year ending
March 28, 1997, the Company acquired 21 centers and opened 6 centers. No
centers were sold or closed. Accordingly, as of January 3, 1997, the Company
operated 201 centers. The results of centers opened, acquired or disposed of
are included in the Company's financial statements from the date of opening,
acquisition or disposition, as applicable. Accordingly, comparisons of year
over year results could be influenced by the timing of such new openings,
acquisitions or dispositions.
The Company utilizes a 52-53 week fiscal year (comprised of 13 four-week
periods), ending on the Friday closest to March 31. The first quarter contains
sixteen weeks, while each of the remaining quarters contain twelve weeks. Both
fiscal years 1996 and 1997 contain 52 weeks. The information presented herein
refers to the twelve weeks and the forty weeks ended January 3, 1997 ("third
quarter 1997" and "year-to-date 1997", respectively) compared to the twelve
weeks and the forty weeks ended January 5, 1996 ("third quarter 1996" and
"year-to-date 1996", respectively).
RESULTS OF OPERATIONS
Third quarter 1997 revenues increased to $17,622,000 from $15,052,000 for
the third quarter 1996, a 17.1% increase. This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
1996 ($1,177,000, or 7.8%) and centers opened or acquired in fiscal 1997
($1,621,000, or 10.8%). Year-to-date 1997 revenues increased to $58,337,000
from $49,002,000 for the year-to-date 1996 revenues, a 19.0% increase. This
increase was principally attributable to increased revenues from centers opened
or acquired in fiscal 1996 ($5,271,000, or 10.8%) and centers opened or
acquired in fiscal 1997 ($2,607,000, or 5.3%). The remaining change for both
the third quarter 1997 and year-to-date 1997 was attributable to comparable
centers and to a lesser extent, management contracts and closed centers.
Comparable center revenues (centers operating during all of year-to-date
1997 and year-to-date 1996) decreased 1.6% ($233,000) for the third quarter
1997. Year-to-date 1997 comparable center revenues increased 3.1%
($1,533,000). The third quarter 1997 decrease was a result of a decrease in
center utilization due to softer then expected fall enrollment in certain
regional markets, partially offset by increased tuition rates. For
year-to-date 1997, the majority of the growth in comparable center revenues was
a result of increased tuition rates, while the balance was attributable to
increased center utilization, not withstanding the impact of softer than
expected fall enrollment, as described above.
8
<PAGE> 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
RESULTS OF OPERATIONS - CONTINUED
Third quarter 1997 gross profit decreased to $2,436,000 (13.8% of
revenues) from $2,615,000 (17.4% of revenues) for the third quarter 1996, a
6.9% decrease. This decrease was principally attributable to a decline in
comparable center gross profit, as explained further below ($395,000); the
gross operating loss from centers opened or acquired in fiscal 1997 ($146,000);
partially offset by the increased gross profit from centers opened or acquired
in fiscal 1996 ($356,000). Year-to-date 1997 gross profit increased to
$9,097,000 (15.6% of revenues) from $8,821,000 (18.0% of revenues) for the
year-to-date 1996, a 3.1% increase. The increase in gross profit was
principally attributable to increased gross profit from centers opened or
acquired in fiscal 1996 ($711,000); comparable center growth ($166,000);
partially offset by the gross operating loss from centers opened or acquired in
fiscal 1997 ($613,000); and to a lesser extent management contract growth and
closed centers. The decrease in year-to-date 1997 gross profit as a percentage
of revenues from year-to-date 1996 reflects the impact of softer than expected
fall enrollments in the third quarter 1997.
Comparable center gross profit (centers operating during all of
year-to-date 1997 and year-to-date 1996) decreased 9.1% for the third quarter
1997. Year-to-date 1997 comparable center gross profit increased 1.8%. The
third quarter 1997 decrease was a result of a decrease in center utilization
due to softer then expected fall enrollment in certain regional markets,
partially offset by increased tuition rates. For year-to-date 1997, the growth
in comparable center gross profit was a result of increased tuition rates,
while the balance was attributable to increased center utilization, not
withstanding the impact of softer than expected fall enrollment, as described
above.
Marketing expenses increased to $285,000 for the third quarter 1997 from
$243,000 for the third quarter 1996, and to $889,000 for year-to-date 1997 from
$810,000 for year-to-date 1996. These increases were primarily due to the
additional marketing expenses associated with the opening of centers during the
fiscal 1996 and 1997 periods. However, as a percentage of revenues, marketing
expenses remained constant at 1.6% for the respective third quarters and
decreased for year-to-date 1997 to 1.5% of revenues from 1.7% of revenues for
year-to-date 1996.
General and administrative expenses decreased to $1,220,000 for the third
quarter 1997 from $1,265,000 for the third quarter 1996. General and
administrative expenses increased to $4,097,000 for year-to-date 1997 from
$4,054,000 for year-to-date 1996. As a percentage of revenues, general and
administrative expenses decreased to 6.9% of revenues for the third quarter
1997 from 8.4% of revenues for the third quarter 1996, and to 7.0% of revenues
for year-to-date 1997 from 8.3% of revenues for year-to-date 1996, in each case
due to operating leverage provided by higher revenues.
Revaluation of land held for disposal represents the $612,000 charge
required in the year-to-date 1996 period to reduce the carrying value of the
land held for disposal to its estimated net realizable value.
9
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Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
RESULTS OF OPERATIONS - CONTINUED
As a result of the foregoing changes, operating income decreased to
$931,000 for the third quarter 1997 from $1,107,000 for the third quarter 1996.
Operating income increased to $4,111,000 for year-to-date 1997 from $3,345,000
for year-to-date 1996. For the third quarter 1997, the operating income
decrease of $176,000 represents a decrease of 15.9% below the third quarter
1996. The year-to-date operating income increase of $766,000 represents an
increase of 22.9% over year-to-date 1996.
Interest expense decreased to $35,000 for the third quarter 1997 from
$450,000 for the third quarter 1996, and to $108,000 for year-to-date 1997 from
$1,591,000 for year-to-date 1996. These decreases were due to the retirement
of approximately $17,400,000 of debt from the net proceeds of the Company's
initial public offering in February, 1996.
The provision for income taxes for the third quarter 1997 reflects a tax
benefit of $202,000 (due to the settlement with the IRS - see "Internal Revenue
Service Audit Settlement" below), as compared to a $313,000 tax provision for
the third quarter 1996. The provision for income taxes for year-to-date 1997
increased to $1,129,000 (an effective tax rate of 25.3%) from $773,000 (an
effective tax rate of 38.2%) for year-to-date 1996, reflecting increased
income before income taxes as reduced by the aforementioned IRS settlement.
As a result of the foregoing changes, net income increased to $1,228,000,
or 7.0% of revenues for the third quarter 1997 from $449,000, or 3.0% of
revenues for the third quarter 1996. For year-to-date 1997, net income
increased to $3,329,000, or 5.7% of revenues. For year-to-date 1996, net
income was $1,250,000, or 2.6% of revenues.
INTERNAL REVENUE SERVICE AUDIT SETTLEMENT
As previously disclosed, the Internal Revenue Service ("IRS") had
challenged the deductibility of certain costs incurred by KD Acquisition
Corporation in connection with its acquisition of the Company and had issued a
Statutory Notice of Deficiency for the tax years 1991 - 1994. Accordingly the
Company had not recognized for financial statement purposes the income tax
benefit of approximately $900,000 associated with these deductions.
Recently, legislation was enacted by Congress which clarified certain
provisions of the Internal Revenue Code related to the deductibility of such
expenses. As a result of the enacted legislation, the Company and the IRS have
now reached an agreement which resulted in a settlement at an amount
substantially below that originally claimed. Accordingly the accompanying
consolidated statement of income includes a $600,000 credit in the income tax
provision, to reflect the reversal of a liability established for this matter.
10
<PAGE> 11
Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary cash requirements have been new center expansion
(through development of build-to-suit centers, new leases and acquisitions),
maintenance of existing centers and the scheduled repayment of debt and
interest thereon incurred. As a result of the Company's initial public
offering and receipt of $19,219,000 in net proceeds, substantially all of the
Company's debt has been repaid. Accordingly, the Company's primary cash
requirements currently consist of its new center expansion program and
maintenance of existing centers. The Company believes that cash flow from
operations, together with amounts available under a $10 million unsecured
revolving line of credit facility will be sufficient to satisfy the Company's
anticipated cash requirements on both a long-term and short-term basis. The
rate of interest payable under the revolving line of credit facility is, at the
Company's option, based on the Floating Rate or the Eurodollar Rate (both, as
defined in the agreement) and will bear annual interest at approximately the
prime rate.
Net cash provided by operations increased to $2,502,000 for year-to-date
1997, from $2,295,000 for year-to-date 1996. Year-to-date 1997 cash provided
by operations and $1,032,000 of existing cash balances were principally used to
add 27 centers, make capital improvements to existing centers and pay down
long-term debt. The Company has incurred additional seller-financed notes
payable of approximately $1,112,000 during the year-to-date 1997, related to
the acquisition of centers and did not utilize its unsecured revolving line of
credit.
11
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PART II
INDEX TO EXHIBITS AND OTHER INFORMATION
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
Item 6 Exhibits and Reports on Form 8-K
(a) Financial Data Schedule (For SEC use only)
(b) Reports on Form 8-K: None
12
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SIGNATURES
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
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.
CHILDTIME LEARNING CENTERS, INC.
(REGISTRANT)
/s/ Michael M. Yeager 2/11/97
------------------------------
Michael M. Yeager
Chief Financial Officer and Secretary-Treasurer
(Duly Authorized Officer and Principal
Financial Officer)
13
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EXHIBIT INDEX
CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
<TABLE>
<CAPTION>
Exhibit
Number Description
<S> <C>
27 Financial Data Schedule (For SEC use only)
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CHILDTIME
LEARNING CENTERS, INC. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JANUARY 3,
1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> MAR-28-1997
<PERIOD-START> MAR-30-1996
<PERIOD-END> JAN-03-1997
<CASH> 1,282
<SECURITIES> 0
<RECEIVABLES> 2,909
<ALLOWANCES> 155
<INVENTORY> 0
<CURRENT-ASSETS> 5,985
<PP&E> 42,099
<DEPRECIATION> 7,983
<TOTAL-ASSETS> 47,869
<CURRENT-LIABILITIES> 6,250
<BONDS> 0
0
0
<COMMON> 29,364
<OTHER-SE> (3)
<TOTAL-LIABILITY-AND-EQUITY> 47,869
<SALES> 0
<TOTAL-REVENUES> 58,337
<CGS> 0
<TOTAL-COSTS> 54,226
<OTHER-EXPENSES> (456)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 108
<INCOME-PRETAX> 4,458
<INCOME-TAX> 1,129
<INCOME-CONTINUING> 3,329
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,329
<EPS-PRIMARY> .61
<EPS-DILUTED> .61
</TABLE>
