<PAGE>
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 ended March 31, 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: 0-28166
-------
WHITTMAN-HART, INC.
-------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3797833
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
311 South Wacker Drive, Suite 3500, Chicago, Illinois 60606-6618
----------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
(312) 922-9200
--------------
(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 May 6, 1998, there were 23,381,226 shares of common stock of the
registrant outstanding.
<PAGE>
WHITTMAN-HART, INC.
FORM 10-Q
For the quarterly period ended March 31, 1998
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
Item 1. Financial Statements
Consolidated Balance Sheets as of March 31, 1998
(unaudited) and December 31, 1997 3
Consolidated Statements of Earnings and Comprehensive
Income for the three months ended March 31, 1998 and
March 31, 1997 (unaudited) 4
Consolidated Statements of Cash Flows for the three months
ended March 31, 1998 and March 31, 1997 (unaudited) 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 7
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
INDEX TO EXHIBITS 12
2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WHITTMAN-HART, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
-------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 11,257,538 $ 9,050,811
Short-term investments 53,403,138 58,708,379
Trade accounts receivable, net of allowance
for doubtful accounts of $560,888 and
$497,746 in 1998 and 1997, respectively 42,063,694 34,077,154
Prepaid expenses and other current assets 3,490,338 3,185,175
Notes and interest receivable 77,455 48,602
Deferred income taxes 1,004,559 801,315
------------ -----------
Total current assets 111,296,722 105,871,436
Property and equipment, net 19,257,041 15,081,063
Notes receivable 93,219 149,019
Other assets 1,003,141 699,302
------------ -----------
Total assets $131,650,123 $121,800,820
------------ -----------
------------ -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,763,895 $ 2,039,125
Accrued compensation and related costs 15,111,188 15,684,561
Income taxes payable - 1,426,632
Accrued expenses and other liabilities 3,057,143 3,977,585
------------ -----------
Total current liabilities 20,932,226 23,127,903
Deferred income taxes 161,699 190,562
Long-term debt, less current maturities 91,839 -
Deferred rent 1,330,011 1,329,225
------------ -----------
Total liabilities 22,515,775 24,647,690
Stockholders' equity:
Preferred stock, $.001 par value;
3,000,000 shares authorized,
none issued and outstanding - -
Common stock, $.001 par value;
37,000,000 authorized, 23,302,231
and 22,603,627 shares issued and
outstanding in 1998 and 1997, respectively 23,302 22,604
Additional paid-in capital 89,922,465 81,698,871
Retained earnings 20,309,951 16,644,138
Deferred compensation (1,119,601) (1,209,925)
Accumulated other comprehensive income (1,769) (2,558)
------------ -----------
Total stockholders' equity 109,134,348 97,153,130
------------ -----------
Total liabilities and stockholders' equity $131,650,123 $121,800,820
------------ -----------
------------ -----------
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
WHITTMAN-HART, INC.
CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
--------- ---------
<S> <C> <C>
Revenues $ 58,660,314 $ 34,944,642
Cost of services 34,412,884 20,866,412
---------- ----------
Gross profit 24,247,430 14,078,230
Costs and expenses:
Selling 1,809,986 1,220,636
Recruiting 1,925,636 996,800
General and administrative 15,221,741 8,338,308
Business combination costs 383,044 -
---------- ----------
Total costs and expenses 19,340,407 10,555,744
Operating income 4,907,023 3,522,486
---------- ----------
Other income (expense):
Interest expense (6,206) -
Interest income 880,412 897,748
Other, net 6,890 (157,274)
---------- ----------
Total other income 881,096 740,474
---------- ----------
Income before income taxes 5,788,119 4,262,960
Income taxes:
Income tax 2,467,169 1,713,491
Initial deferred income tax 296,048 -
---------- ----------
Total income taxes 2,763,217 1,713,491
Net income $ 3,024,902 $ 2,549,469
---------- ----------
---------- ----------
Other comprehensive income
Foreign currency translation adjustments 789 -
---------- ----------
Comprehensive income $ 3,025,691 $ 2,549,649
---------- ----------
---------- ----------
Basic earnings per share $ 0.13 $ 0.12
---------- ----------
---------- ----------
Diluted earnings per share $ 0.12 $ 0.11
---------- ----------
---------- ----------
Weighted average number of common shares
outstanding 22,947,224 21,765,894
---------- ----------
---------- ----------
Weighted average number of common and common
equivalent shares outstanding 24,963,111 23,133,282
---------- ----------
---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
4
<PAGE>
WHITTMAN-HART, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
-------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 3,024,902 $ 2,549,469
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization 784,553 282,173
Deferred income taxes (232,107) (105,453)
Gain on sales of short-term investments (9,011) (6,195)
Changes in assets and liabilities,
net of acquisition:
Trade accounts receivable, net (6,717,027) (3,170,015)
Prepaid expenses and other current assets (275,341) (280,919)
Notes receivable (28,853) 1,592
Income tax receivable - 140,154
Other assets (194,079) (511,013)
Accounts payable 712,644 (310,082)
Accrued compensation and related costs (573,373) (2,507,084)
Income taxes payable 1,100,723 1,627,788
Accrued expenses and other liabilities (354,507) 1,014,969
Deferred revenue (30,141) -
Deferred rent 786 37,542
---------- ----------
Net cash used in operating activities (2,790,831) (1,237,074)
---------- ----------
Cash flows from investing activities:
Purchases of investments (40,702,427) (35,350,749)
Sales and maturities of investments 46,010,122 13,892,960
Cash acquired in business combination 28,378 -
Purchases of property and equipment (4,276,729) (1,032,125)
---------- ----------
Net cash provided by (used in) investing activities 1,059,344 (22,489,914)
---------- ----------
Cash flows from financing activities:
Proceeds from exercise of stock options 4,801,914 277,701
Payment of long-term debt (189,030) -
S corporation distributions-QCC (674,670) -
Proceeds from employee stock purchase plan - 640,454
---------- ----------
Net cash provided by financing activities 3,938,214 918,155
---------- ----------
Net increase (decrease) in cash and cash equivalents 2,206,727 (22,808,833)
Cash and cash equivalents at beginning of period 9,050,811 36,462,767
---------- ----------
Cash and cash equivalents at end of period $ 11,257,538 $ 13,653,934
---------- ----------
---------- ----------
Supplemental disclosures of cash flow information:
Interest paid $ 6,206 $ -
Income taxes paid 885,150 51,000
Supplemental disclosures of noncash
financing activities:
Tax benefit related to stock plans $ 3,419,978 $ 606,755
Issuance of restricted stock awards - 900,000
Issuance of common stock for business
combinations (shares) 300,000 -
</TABLE>
See accompanying notes to consolidated financial statements.
5
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying unaudited interim consolidated financial statements of
Whittman-Hart, Inc. (the "Company") have been prepared pursuant to the rules
and regulations of the Securities and Exchange Commission for quarterly
reports on Form 10-Q and do not include all of the information and note
disclosures required by generally accepted accounting principles. The
information furnished herein includes all adjustments which are, in the
opinion of management, necessary for a fair presentation of results for these
interim periods, and all such adjustments are of a normal recurring nature.
The results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results to be expected for the year ending
December 31, 1998.
These financial statements should be read in conjunction with the
Company's audited consolidated financial statements and notes thereto for the
year ended December 31, 1997, included in the Form 10-K filed by the Company
with the Securities and Exchange Commission.
The Company has adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" for the quarter ended March 31, 1998.
Required changes are reported in the Consolidated Statements of Earnings and
Comprehensive Income and Consolidated Balance Sheets.
2. COMPUTATION OF EARNINGS PER SHARE
Net income and earnings per share are computed in accordance with Statement
of Financial Accounting Standards No. 128, "Earnings Per Share" ("Statement
128").
3. BUSINESS COMBINATIONS
During March 1998, the Company acquired all the outstanding capital
stock of QCC, Inc. for 300,000 shares of its common stock. Headquartered in
the Boston metropolitan area, QCC's approximately 75 professionals provide
the following services: package software evaluation; business process
reengineering; data warehousing; implementation of software packages
developed by SSA-Registered Trademark-, Oracle-Registered Trademark- and
JDEdwards-Registered Trademark-; application development for AS/400 and
client server applications; and Year 2000 compliance services. This business
combination has been accounted for as a pooling-of-interests combination.
The stockholders' equity and operations of QCC were not material in relation
to those of the Company. As such, the Company has recorded the combination
without restating prior periods' consolidated statements of earnings to
reflect the pooling-of-interests combination. In connection with the
acquisition of QCC, the Company incurred deferred income tax expense related
to the establishment of deferred income tax assets and liabilities which
arose due to the change in tax status of QCC from a S corporation to a C
corporation.
4. SUBSEQUENT EVENTS
On May 8, 1998, the Company completed a follow-on public offering of its
common stock in which an additional 1,700,000 shares were sold by the
Company, resulting in net proceeds to the Company of approximately $69.5
million.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
OVERVIEW
Whittman-Hart, Inc. (the "Company") provides strategic information
technology ("IT") business solutions designed to improve its clients'
productivity and competitive position. The Company offers its clients a
single source for a comprehensive range of services required to successfully
design, develop and implement integrated solutions in the client/server, open
systems, midrange and mainframe computing environments. The Company provides
its service through five business units: Solution Strategies, Package
Software Solutions, Custom Applications, Network Enabled Solutions, and
Interactive Solutions. Among the services offered are systems integration;
strategic IT planning; business process reengineering; organizational change
management; package software evaluation and implementation; custom
application development; networking and connectivity; conventional and
multimedia documentation and training; and design and implementation of
collaborative computing and electronic commerce solutions (such as
Internet/intranet and electronic data interchange). The Company believes
this breadth of services fosters long-term client relationships, affords
cross-selling opportunities and minimizes the Company's dependence on any
single technology.
RESULTS OF OPERATIONS
The following table sets forth, for the periods indicated, selected
consolidated statements of earnings and comprehensive income data as a
percentage of revenues:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1998 1997
- ----------------------------------------------------------------------------
<S> <C> <C>
CONSOLIDATED STATEMENTS OF EARNINGS AND
COMPREHENSIVE INCOME DATA:
Revenues 100% 100%
Cost of services 59 60
--- ---
Gross profit 41 40
Costs and expenses:
Selling 3 3
Recruiting 3 3
General and administrative 26 24
Business combination costs 1 -
--- ---
Total costs and expenses 33 30
--- ---
Operating income 8 10
Other income 2 2
--- ---
Income before income taxes 10 12
Income taxes 4 5
Initial deferred income taxes 1 -
--- ---
Total income taxes 5 5
Net income 5% 7%
--- ---
--- ---
</TABLE>
7
<PAGE>
REVENUES. Revenues increased 68% to $58.7 million for the three months
ended March 31, 1998 from $34.9 million for the three months ended March 31,
1997. This increase was attributable to the addition of new clients and the
growth of current client relationships at existing and new branch locations.
Revenues from the Company's ten most significant clients grew 18%, but as a
percentage of total revenues declined to 15% from 21%.
GROSS PROFIT. Gross profit consists of revenues less cost of services,
which includes consultant salaries and benefits. Gross profit for the three
months ended March 31, 1998 grew 72% to $24.2 million from $14.1 million for
the three months ended March 31, 1997. Gross profit as a percentage of
revenues was 41% for the three months ended March 31, 1998 as compared to 40%
for the three months ended March 31, 1997. This increase was attributable to
a change in the sales mix toward higher-end service offerings and the
Company's established branches reaching critical mass, partially offset by
lower margins in recently opened branches.
SELLING. Selling expenses include the salaries, benefits, commissions,
travel, entertainment and all other direct costs associated with the
Company's direct sales force. Selling expenses for the three months ended
March 31, 1998 increased approximately 48% to $1.8 million from $1.2 million
for the three months ended March 31, 1997. This increase was attributable to
higher commissions and other costs associated with the increase in revenues.
As a percentage of revenues, however, selling expenses remained constant at
3%.
RECRUITING. Recruiting expenses consist of costs related to hiring new
personnel. These costs include the salaries, benefits, bonuses and other
direct costs of in-house recruiters, outside recruiting agency fees, sign-on
bonuses, relocation fees and advertising costs. Recruiting expenses for the
three months ended March 31, 1998 increased approximately 93% to $1.9 million
from $1.0 million for the three months ended March 31, 1997. The number of
employees increased 56% to 2,055 at March 31, 1998 from 1,314 at March 31,
1997. Total recruiting costs per hire increased to approximately $5,300 for
the three months ended March 31, 1998 from $3,600 for the three months ended
March 31, 1997. As a percentage of revenues, recruiting expenses remained
constant at 3%. As of March 31, 1998, approximately 78% of total employees
were consultants.
GENERAL AND ADMINISTRATIVE. General and administrative expenses include
salaries and benefits of management and support personnel, facilities costs,
training, travel, outside professional fees and all other branch and
corporate costs. General and administrative expenses for the three months
ended March 31, 1998 increased approximately 83% to $15.2 million from $8.3
million for the three months ended March 31, 1997. As a percentage of
revenues, general and administrative expenses increased to 26% for the three
months ended March 31, 1998 from 24% for the three months ended March 31,
1997. This increase was attributable to integration costs associated with the
Company's acquisitions, corporate initiatives associated with the Company's
Focus 2002 strategic plan, costs related to new branch locations and the
addition of management to support the Company's growth strategies.
BUSINESS COMBINATION COSTS. Business combination costs were $0.4
million or 1% of revenues for the three months ended March 31, 1998. These
costs related to the Company's acquisition of QCC Incorporated ("QCC") in
March 1998 which was accounted for as a pooling-of-interests. The business
combination costs include legal, accounting and other transaction-related
fees and expenses. There were no material acquisition-related costs in the
three months ended March 31, 1997.
8
<PAGE>
INCOME TAXES. The Company's effective tax rate increased to 48% for the
three months ended March 31, 1998 from 40% for the three months ended March
31, 1997. This increase was the result of the Company incurring
non-deductible business combination costs and, in addition, recording
deferred income tax expense of $0.3 million to establish deferred tax assets
and liabilities arising at the time of the combination.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1998, the Company had approximately $64.7 million of cash,
cash equivalents and short-term investments, compared to $67.8 million at
December 31, 1997. The Company's primary source of liquidity has been cash
from operations and cash provided through equity offerings. The Company has a
loan agreement for up to $5.0 million of unsecured credit with interest
payable, at the Company's option, at LIBOR plus 1.5% or the lender's prime
rate. There were no borrowings under this loan agreement as of May 6, 1998.
The Company's loan agreement expires on April 30, 1999.
On May 8, 1996, the Company completed an initial public offering of its
common stock, resulting in net proceeds to the Company of $37.8 million. A
portion of the proceeds from the offering were used to retire the Company's
term facilities. On August 27, 1996, the Company completed a follow-on public
offering of its common stock, resulting in net proceeds to the Company of
approximately $27.8 million. On May 8, 1998, the Company completed a
follow-on public offering of its common stock, resulting in net proceeds to
the Company of approximately $69.5 million.
Operating activities used in net cash flows of $2.8 million and $1.2
million for the three months ended March 31, 1998 and 1997, respectively,
primarily as the result of increases in accounts receivable, decreases in
accrued compensation and related costs offset by increases in income tax
payable.
The Company will use the funds generated from its third offering
primarily for the development and expansion of its existing operations,
including: (i) expansion of the Company's Chicago West Loop complex from
approximately 40,000 square feet to over 300,000 square feet during the next
two years to accommodate the further development of the Whittman-Hart
Institute for Strategic Education ("WHISE"), the relocation of the Company's
headquarters and the growth of the Company's Chicago branch office; and (ii)
general corporate purposes, including working capital, branch expansion and
possible acquisitions of related businesses.
The Company anticipates the net proceeds of its three public offerings,
together with existing sources of liquidity and funds generated from
operations, will provide adequate cash to fund its anticipated cash needs at
least through the next twelve months.
YEAR 2000
The Company believes that the effect of the Year 2000 on its internal
information systems will have an immaterial impact on the Company. The
Company believes that a majority of middle-market companies have yet to
achieve Year 2000 compliance. To resolve the Year 2000 issue, many companies
are electing to install new package software applications, rather than modify
existing systems, thus creating significant demand for package
software-related services such as those provided by the Company.
Consequently, the Company believes that companies' need to address their
9
<PAGE>
Year 2000 compliance is creating significant demand for IT products and
services such as those provided by the Company. There can be no assurance
that the passage of the Year 2000 will not have a material adverse effect on
the demand for the Company's services. In addition, while the Company is not
aware of any existing or potential claims, the occurrence of Year 2000
related system failures in the information systems of clients of the Company
could have a material adverse effect on the Company's business, financial
condition and results of operations, whether or not the Company bears any
responsibility, legal or otherwise, for the occurrence of those problems.
ACQUISITION
During March 1998, the Company acquired all the outstanding capital
stock of QCC, Inc. for 300,000 shares of its common stock. Headquartered in
the Boston metropolitan area, QCC's approximately 75 professionals provide
the following services: package software evaluation; business process
reengineering; data warehousing; implementation of software packages
developed by SSA-Registered Trademark-, Oracle-Registered Trademark- and
JDEdwards-Registered Trademark-; application development for AS/400 and
client server applications; and Year 2000 compliance services. This business
combination has been accounted for as a pooling-of-interests combination.
The stockholders' equity and operations of QCC were not material in relation
to those of the Company. As such, the Company has recorded the combination
without restating prior periods' consolidated statements of earnings to
reflect the pooling-of-interests combination.
RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS No. 131 supersedes SFAS No.
14 "Financial Reporting for Segments of a Business Enterprise" and
establishes new standards for reporting information about operating segments
in interim and annual financial statements. This statement is effective for
fiscal years beginning after December 15, 1997. The Company does not believe
that SFAS No. 131 will have a significant impact on its financial statements.
SAFE HARBOR PROVISION
This Form 10-Q contains certain forward-looking statements (as defined
in Section 21E of the Securities Exchange Act of 1934, as amended) that
involve substantial risks and uncertainties. When used in this Form 10-Q, the
words "anticipate" and "expect" and similar expressions as they relate to the
Company or its management are intended to identify such forward-looking
statements. The Company's actual results, performance or achievements could
differ materially from the results, performance or achievements expressed in,
or implied by, these forward-looking statements. Risks and uncertainties and
other factors that could cause or contribute to such differences include, but
are not limited to, difficulties in attracting and retaining highly skilled
employees; the Company's ability to manage rapid growth and expansion into
new geographic areas and service lines; the Company's ability to manage the
risks associated with client projects and risks related to recently completed
and potential future acquisitions; the Company's ability to develop IT
solutions that keep pace with continuing changes in technology, evolving
industry standards and changing client preferences; and risks related to Year
2000 failures in client's information systems. These and other risks,
uncertainties and other factors are more fully described in the "Risk
Factors" section of the Company's registration statement (No. 333-50029) on
Form S-3 filed by the Company with the Securities and Exchange Commission on
April 14, 1998, as amended.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
(27) Financial Data Schedule
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the quarter ended
March 31, 1998.
11
<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.
Whittman-Hart, Inc.
Date: May 14, 1998 By: /s/ Robert F. Bernard
------------ ---------------------
Robert F. Bernard
Chairman of the Board and
Chief Executive Officer
Date: May 14, 1998 By: /s/ Kevin M. Gaskey
------------ --------------------
Kevin M. Gaskey
Chief Financial Officer and
Treasurer
INDEX TO EXHIBITS
Exhibit No. Description
- ---------- -----------
27 Financial Data Schedule
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 1998 AND THE CONSOLIDATED STATEMENT
OF EARNINGS AND COMPREHENSIVE INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,258
<SECURITIES> 53,403
<RECEIVABLES> 42,625
<ALLOWANCES> 561
<INVENTORY> 0
<CURRENT-ASSETS> 111,297
<PP&E> 29,337
<DEPRECIATION> 6,080
<TOTAL-ASSETS> 131,650
<CURRENT-LIABILITIES> 20,932
<BONDS> 0
0
0
<COMMON> 23
<OTHER-SE> 109,111
<TOTAL-LIABILITY-AND-EQUITY> 131,650
<SALES> 0
<TOTAL-REVENUES> 58,660
<CGS> 0
<TOTAL-COSTS> 34,413
<OTHER-EXPENSES> 19,340
<LOSS-PROVISION> 63
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 5,788
<INCOME-TAX> 2,763
<INCOME-CONTINUING> 3,025
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,025
<EPS-PRIMARY> .13
<EPS-DILUTED> .12
</TABLE>
