<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1996
STRAYER EDUCATION, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN THIS CHARTER)
COMMISSION FILE NUMBER 0-21039
<TABLE>
<S> <C>
Maryland 52-1975978
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1025 15th Street, NW
Washington, DC 20005 20005
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
Registrant's telephone number, including area code: (202) 408-2400
Securities registered pursuant to Section 12(b) of the Act: Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, $.01 PAR VALUE
TITLE AND CLASS
Indicate by check mark whether the registrant (1) has filed all reports
required to be filled by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X] The Registrant became subject
to such filing requirements on July 25, 1996.
As of September 30, 1996, there were outstanding 9,450,000 shares of Common
Stock, par value $.01 per share, of the Registrant.
1
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STRAYER EDUCATION, INC.
INDEX
FORM 10-Q
PART I -- FINANCIAL INFORMATION
<TABLE>
<S> <C>
Item 1. Financial Statements
Condensed Balance Sheets at December 31, 1995 and September 30, 1996......... 3
Condensed Statements of Income for the three and nine month periods ended
September 30, 1995 and 1996................................................... 4
Condensed Statements of Cash Flows for nine month periods ended September 30,
1995 and 1996................................................................. 5
Notes to Condensed Financial Statements...................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations................................................................... 9
</TABLE>
PART II-- OTHER INFORMATION
<TABLE>
<S> <C>
Item 1-6. Exhibits and Reports on Form 8-K........................................ 11
SIGNATURES............................................................................. 12
INDEX TO EXHIBITS...................................................................... 13
</TABLE>
2
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STRAYER EDUCATION, INC.
BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
SEPTEMBER
DECEMBER 31, 30,
1995 1996
------------ -----------
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents..................................... $ 8,992 $15,633
Investments in marketable securities available for sale, at
market....................................................... 498 2,400
Short-term investments -- restricted.......................... 720 3,784
Tuition receivable, net....................................... 7,873 6,477
Inventories................................................... 725 546
Deferred income taxes......................................... -- 79
Other current assets.......................................... 58 255
---------- ---------
Total current assets..................................... 18,866 29,174
Student loans receivable, net................................. 932 2,263
Property and equipment, net................................... 2,874 3,539
Investments in marketable securities available for sale, at
market....................................................... 3,134 12,193
Other......................................................... 72 200
---------- ---------
Total assets............................................. $ 25,878 $47,369
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade accounts payable........................................ $ 360 $ 1,314
Accrued expenses.............................................. 542 390
Unearned tuition.............................................. 9,504 12,788
Other current liabilities..................................... 133 118
---------- ---------
Total current liabilities................................ 10,539 14,610
---------- ---------
Other liabilities, including deferred income taxes................. -- 171
---------- ---------
Stockholders' Equity:
Common Stock.................................................. 4 95
Additional paid-in capital.................................... 2,100 31,075
Retained earnings............................................. 13,077 1,243
Net unrealized gains on investments........................... 158 175
---------- ---------
Total stockholders' equity............................... 15,339 32,588
---------- ---------
Total liabilities and stockholders' equity............... $ 25,878 $47,369
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
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STRAYER EDUCATION, INC.
UNAUDITED CONDENSED STATEMENTS OF INCOME
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
FOR THE THREE
MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- --------------------
1995 1996 1995 1996
------- ------ ------- -------
<S> <C> <C> <C> <C>
Revenues:
Tuition...................................... $ 6,616 $7,669 $25,970 $30,273
Fees and other............................... 605 636 1,588 2,061
------- ------ ------- -------
7,221 8,305 27,558 32,334
------- ------ ------- -------
Costs and expenses:
Instruction and educational support.......... 4,173 4,055 11,897 13,153
Selling and promotion........................ 1,299 1,344 2,986 3,073
General and administration................... 2,841 1,924 8,874 6,095
------- ------ ------- -------
8,313 7,323 23,757 22,321
------- ------ ------- -------
Income (loss) from operations................ (1,092) 982 3,801 10,013
Investment and other income....................... 210 380 542 756
------- ------ ------- -------
Income (loss) before income taxes............ (882) 1,362 4,343 10,769
------- ------ ------- -------
Provision for income taxes:
Current...................................... 127 127
Deferred..................................... (79) (79)
------ -------
48 48
------- ------ ------- -------
Net income (loss)................................. $ (882) $1,314 $ 4,343 $10,721
======= ====== ======= =======
Pro forma information (Note 3):
Income taxes................................. 491 4,170
------ -------
Net income................................... $ 823 $ 6,551
====== =======
Primary net income per share................. $ 0.09 $ 0.82
Weighted average shares outstanding.......... 9,043 7,948
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
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STRAYER EDUCATION, INC.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOW
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30,
-------------------------------
1995 1996
------- --------
<S> <C> <C>
Cash flows from operating activities
Net income.............................................. $ 4,343 $ 10,721
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization...................... 502 630
Deferred income taxes.............................. -- (79)
Changes in assets and liabilities.................. 8,672 5,381
Student loans originated or acquired............... (1,033) (2,535)
Collections on student loans receivable............ 293 992
Proceeds from sale of loans........................ -- 212
------- --------
Net cash provided by operating activities.......... 12,777 15,322
------- --------
Cash flows from investing activities:
Purchases of property and equipment..................... (843) (1,295)
Purchases of marketable securities...................... (5,387) (34,388)
Sales of marketable securities.......................... 2,821 20,491
------- --------
Net cash used in investing activities.............. (3,409) (15,192)
------- --------
Cash flows from financing activities:
Distributions to stockholders........................... (2,550) (23,742)
Net proceeds from sale of common stock.................. 1,700 31,313
Acquisition of Education Loan Processing, Inc........... (1,060)
------- --------
Net cash (used in) provided by financing
activities....................................... (850) 6,511
------- --------
Net increase in cash............................... 8,518 6,641
Cash and cash equivalents -- beginning of period............. 5,564 8,992
------- --------
Cash and cash equivalents -- end of period................... $14,082 $ 15,633
======= ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
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STRAYER EDUCATION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Information as of September 30, 1995 and 1996 is unaudited.
1. ORGANIZATION
Strayer Education, Inc. (Company) was formed on May 10, 1996, as a Maryland
corporation, and was capitalized on May 15, 1996 with cash of $1,000. The
Company commenced operations on July 25, 1996.
On July 30, 1996, the Company completed an initial public offering of its
common stock. The Company sold 3,450,000 shares in the Offering at a price of
$10 per share. Net proceeds to the Company were $31,312,000. Prior to the
closing of the Offering, the Company exchanged 5,999,000 shares of its common
stock for 100% of the outstanding common stock of Strayer College, Inc. (the
College). The College is a proprietary accredited institution of higher
education that provides undergraduate and graduate degrees in various fields of
study through its eight campuses in the District of Columbia and Virginia.
Approximately $19,838,000 of the net proceeds of the Offering were paid to
the stockholders of the College as a distribution of earnings on which the
stockholders had previously paid income taxes during the period the College was
an S Corporation.
Contemporaneously with the closing of the initial public offering, the
Company acquired Education Loan Processing, Inc. (ELP) at a purchase price of
$1,060,000, ELP's net book value. ELP was wholly owned by a stockholder of the
Company and was established to purchase and service student loans from the
College. Under generally accepted accounting principles, ELP's basis in its
assets and liabilities were carried over to the Company and the operations of
ELP and the Company were retroactively combined in a manner similar to a pooling
of interest, because this acquisition is a combination of entities under common
control.
Consistent with the financial statements included in the Company's
prospectus and the reorganization of the Company in connection with the
completion of the public offering, the 1995 financial statements are presented
on a combined basis and the 1996 financial statements are presented on a
consolidated basis. The accompanying 1996 financial statements include the
accounts of the Company, the College and ELP. All significant intercompany
accounts and transactions have been eliminated. The Company, the College and ELP
are referred to collectively herein as the "Companies."
The results of operations for the three and nine months ended September 30,
1995 and 1996 are not necessarily indicative of the result to be expected for
the full fiscal year. All information as of September 30, 1996, and for the
three and nine month periods ended September 30, 1995 and 1996 is unaudited but,
in the opinion of management, contains all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the condensed
financial position, results of operations and cash flows of the Companies.
2. STOCK OPTION PLAN
In July 1996, the Company set aside 1,000,000 shares of common stock for
shares to be issued under a plan that provided for the grant of options intended
to qualify as incentive stock options, and provided for the grant of
non-qualifying options to directors and employees of the Company. Options may be
granted to eligible employees of the Company at the discretion of the Board of
Directors, at option prices based on the fair market value of the shares at the
date of grant. Vesting provisions are at the discretion of the Board of
Directors.
On July 24, 1996, the Board of Directors granted options to acquire 663,136
shares of stock at the initial offering price of $10.00 per share to all
full-time employees with at least one year of service, and to all members of the
Board of Directors. The options vest in three equal annual installments
beginning on July 25, 1997.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 123, Accounting for Stock Based Compensation
(SFAS No. 123), which encourages companies to adopt a fair value method of
accounting for employee stock options and similar equity instruments. The fair
value
6
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STRAYER EDUCATION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Information as of September 30, 1995 and 1996 is unaudited.
method requires compensation cost to be measured at the grant date based on the
value of the award and is recognized over the service period. Alternatively,
SFAS No. 123 requires pro forma disclosures of net income and earnings per share
as if the fair value method had been adopted when the fair value method is not
reflected in the financial statements. The Company has not yet determined which
method it will follow. The requirements of SFAS No. 123 are effective for
financial statements for fiscal years beginning after December 15, 1995.
3. INCOME TAXES AND PRO FORMA INFORMATION (UNAUDITED)
The financial statements of the College and ELP did not include a provision
for income taxes before the initial public offering because the taxable income
of the Companies was included in the income tax returns of the stockholders
under the S Corporation elections.
In connection with the formation of the Company and the initial public
offering, the College and ELP filed elections with the IRS to terminate their
status as S Corporations for tax purposes in July 1996. Thereafter, the
Companies are subject to federal and state income taxes and will recognize
deferred taxes in accordance with Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). SFAS No. 109 requires
companies subject to income taxes to adjust their deferred tax assets and
liabilities based on temporary differences between financial statement and tax
bases of assets and liabilities using enacted tax rates in effect in the year in
which the differences are expected to reverse. Included in the accompanying
Balance Sheet at September 30, 1996, is a deferred tax asset of $79,000,
representing future tax benefits to be derived from temporary differences
related to property and equipment and allowances for uncollectible tuition
receivable. In addition, other liabilities includes $111,000 of deferred income
taxes related to net unrealized gains on investments.
The difference between the federal statutory tax rate of 34% and the
effective tax rates for the periods presented is principally attributed to
income earned during the periods prior to revocation of S Corporation status.
For informational purposes, the condensed consolidated statements of income
for the three and nine months ended September 30, 1996 include pro forma
information reflecting the following adjustments.
- Pro forma income taxes reflect the application of statutory
corporate income tax rates to the net income of the Companies as if
the termination of the Corporation status of the Companies had
occurred on January 1, 1996. The effective derived income tax rate
for the three and nine month periods ended September 30, 1996 was
39.1%. The effective pro forma income tax rate differs from the 34%
statutory federal rate principally as a result of state income
taxes.
- Pro forma net income per share and weighted average shares
outstanding reflect the acquisition of the College by the Company in
exchange for 5,999,000 shares of common stock, as if it had occurred
on January 1, 1996. Subsequent to the closing of the Offering, the
Company made a distribution to the stockholders of the College in
respect of earnings previously subject to income tax during the
College's period as an S Corporation (the "S Corp. Distribution").
Therefore, pro forma earnings per share and weighted average shares
outstanding also give effect to the increase in the number of shares
which, when multiplied by the net per share proceeds of the
Offering, would have been necessary to fund distributions to the
stockholders, including the S Corp Distribution, during the previous
12 months, to the extent that such distributions exceeded net income
during the same 12 months. Historical net income per share of the
Companies have not been presented because such amounts are not
meaningful in light of the transactions described above.
7
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STRAYER EDUCATION, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Information as of September 30, 1995 and 1996 is unaudited.
4. CONTINGENCIES
The Company participates in various federal student financial assistance
programs which are subject to audit. Management believes that the potential
effects of any future audit adjustments will not have a material adverse effect
on the Companies' financial position, results of operations or cash flows.
5. SHORT-TERM INVESTMENTS -- RESTRICTED
Students receiving federal financial assistance are required to meet
certain eligibility requirements prior to receiving such assistance. Short-term
investments -- restricted includes $2,985,000 of student financial assistance
receipts for students who had not met the eligibility requirements at September
30, 1996.
6. SUBSEQUENT EVENT
The Company's Board of Directors declared a dividend of $.0625 per share to
shareholders of record as of October 7, 1996.
8
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Certain of the statements included in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" as well as
elsewhere in this report on Form 10-Q are forward-looking statements. These
statements involve risks and uncertainties that could cause the actual
results to differ materially from those expressed in or implied by such
statements. These statements should be read in the context of those factors
discussed under the heading "Risk Factors" in the Company's Registration
Statement on Form S-1 (File No. 333-3967) declared effective by the
Securities and Exchange Commission on July 25, 1996.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
Revenues. Tuition revenue increased 15.9% from $6.6 million in the third
quarter of 1995 to $7.7 million for the third quarter of 1996, principally due
to an 8% increase in the number of students and a 7% tuition increase effective
for 1996. Fees and other revenue increased 5.1% from $605,000 in the 1995
quarter to $636,000 in the 1996 quarter, principally as a result of the increase
in the number of students in the 1996 quarter.
Instruction and educational support expense. Instruction and educational
support expense decreased 2.9% from $4.2 million in the third quarter of 1995 to
$4.1 million in the third quarter of 1996. The decrease was primarily
attributable to a large expenditure in the summer of 1995 to upgrade the
College's computer labs network.
Selling and promotion expense. Selling and promotion expense increased
3.5% from 1995 to 1996, due to slightly higher advertising costs, particularly
for television advertising.
General and administration expense. General and administration expense
decreased 32.3% from $2.8 million in the third quarter of 1995 to $1.9 million
in the third quarter of 1996, due principally to the elimination of bonuses
payable to Ron K. Bailey, president of the Company. Prior to 1996, general and
administrative expense included bonuses paid to Mr. Bailey in amounts sufficient
to pay the income taxes of Mr. and Mrs. Bailey as sole stockholders of the
Company while it was an S corporation for income tax purposes. Beginning in
1996, these amounts were paid to Mr. and Mrs. Bailey as distributions to
stockholders (not reflected in general and administrative expense) and not to
Mr. Bailey as bonuses. Excluding the bonus of approximately $1.7 million paid to
Mr. Bailey in the third quarter of 1995, general and administration expense
would have increased 58.0% from $1.2 million in the 1995 quarter to $1.9 million
in the 1996 quarter. The principal reasons for the change were the addition of
personnel in the areas of human resources, facilities management and
administration and the effects of a 7% pay increase implemented in the fourth
quarter of 1995.
Income from operations. Operating income increased $2.1 million, from a
$1.1 million loss in the third quarter of 1995 to $1.0 million of income in the
third quarter of 1996. Excluding the bonus of $1.7 million paid to Mr. Bailey in
the 1995 quarter, income from operations would have increased 67.0% from the
1995 quarter to the 1996 quarter.
Net income. Net income increased $2.2 million, from a $.9 million loss in
the third quarter of 1995 to $1.3 million of income in the third quarter of
1996. Excluding the bonus of $1.7 million paid to Mr. Bailey in the 1995
quarter, net income would have increased 62.5% from the 1995 quarter to the 1996
quarter.
NINE MONTHS ENDED JUNE 30, 1996 COMPARED TO NINE MONTHS ENDED JUNE 30, 1995
Revenues. Tuition revenue increased 16.6% from $26.0 million in the nine
months ended September 30, 1995 to $30.3 million in the nine months ended
September 30, 1996, due to a 9% increase in the number of students and a 7%
tuition increase effective for 1996. Fees and other revenue increased 29.8% from
$1.6 million in the 1995 period to $2.1 million in the 1996 period, principally
as a result of the increase in the number of students in the 1996 period.
9
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Instruction and educational support expense. Instruction and educational
support expense increased 10.5% from $11.9 million in the 1995 period to $13.2
million in the 1996 period. The increase was primarily attributable to an
increase in library costs associated with a new computer system providing
students with access to substantially more resource materials, increased
financial aid costs due to the engagement of an outside contractor to manage the
student loan default rate and improve financial aid administration, and
increased physical plant and occupancy costs resulting from the relocation of
the Woodbridge campus to a new and larger facility with a higher lease rate.
Selling and promotion expense. Selling and promotion expense increased
2.9% in the 1996 period, from $3.0 million in 1995 to $3.1 million in 1996, due
to higher advertising costs, particularly for television advertising.
General and administration expense. General and administration expense
decreased 31.3% from $8.9 million in the 1995 period to $6.1 million in the 1996
period, due principally to the elimination of bonuses payable to Ron K. Bailey,
as discussed above. Excluding the bonus of $5.1 million paid to Mr. Bailey in
the 1995 period, general and administration expenses would have increased 59.4%
from $3.8 million in the 1995 period to $6.1 million in the 1996 period. The
principal reasons for the change were the addition of personnel in the areas of
human resources, facilities management and administration and the effects of a
7% pay increase implemented in the fourth quarter of 1995.
Income from operations. Income from operations increased 163.4% from $3.8
million in the 1995 period to $10.0 million in the 1996 period. Excluding the
bonus of $5.1 million paid to Mr. Bailey in the 1995 period, income from
operations would have increased 13.1% from the 1995 period to the 1996 period.
Net income. Net income increased 146.9% from $4.3 million in the 1995
period to $10.7 million in the 1996 period. Excluding the bonus of $5.1 million
paid to Mr. Bailey in the 1995 period, net income would have increased 14.1%
from the 1995 period to the 1996 period.
LIQUIDITY AND CAPITAL RESOURCES
Since its acquisition by Ron K. Bailey in 1989, the College financed its
activities through cash generated from operations. On July 30, 1996, the Company
completed an initial public offering of its common stock, resulting in net
proceeds to the Company of approximately $31.3 million. At September 30, 1996,
the Company had available cash, cash equivalents and marketable securities of
$30.2 million. The Company believes that this amount, together with cash
generated from operations, will be sufficient to meet its anticipated operating
cash requirements for at least the next 24 months. In addition, the Company has
set aside approximately $3 million for the planned acquisition of the Loudoun
campus facility which it expects to complete by December 1996. If the Company
elects to acquire an additional campus facility, it may finance the acquisition
with indebtedness.
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PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None
ITEM 2. CHANGES IN SECURITIES.
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS.
None
ITEM 5. OTHER INFORMATION.
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following are annexed as Exhibits:
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- ---------------------------------------------------------
<C> <S>
11 Earnings Per Share Calculation
27.2 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
None
11
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
statement is being signed by a duly authorized officer of the Registrant and in
the capacity as the principal financial officer.
STRAYER EDUCATION, INC.
/s/ HARRY T. WILKINS
--------------------------------------
Harry T. Wilkins
Chief Financial Officer
Date: November 5, 1996
12
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ------------------------------------------------------------------------ ----
<C> <S> <C>
11 Earnings Per Share Calculation.......................................... 14
27.2 Financial Data Schedule................................................. 15
</TABLE>
13
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PART II: OTHER INFORMATION
EXHIBIT 11: EARNINGS PER SHARE CALCULATION
(In thousands of dollars - except per share amounts)
Computation of Pro Forma Net Income Per Share
<TABLE>
<CAPTION>
Three months Nine months
ended ended
September 30, September 30,
1996 1996
------------- -------------
<S> <C> <C>
Pro forma net income $823 $6,551
Pro forma primary and fully diluted net income 823 6,551
------------ -------------
Weighted average shares outstanding 8,881 7,894
Dilutive common stock equivalents for primary
net income per share 162 54
------------ -------------
Weighted average shares and common equivalent
shares outstanding for primary net income per share 9,043 7,948
Additional equivalent shares assuming full dilution 24 8
------------ -------------
Weighted average shares and common equivalent
shares for fully diluted net income per share 9,067 7,956
============ =============
Primary net income per share $0 0.82
============ =============
Fully diluted net income per share (1) $0 0.82
============ =============
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 15,633
<SECURITIES> 2,400
<RECEIVABLES> 6,608
<ALLOWANCES> (131)
<INVENTORY> 546
<CURRENT-ASSETS> 29,174
<PP&E> 6,159
<DEPRECIATION> (2,620)
<TOTAL-ASSETS> 47,369
<CURRENT-LIABILITIES> 14,610
<BONDS> 0
0
0
<COMMON> 95
<OTHER-SE> 32,493
<TOTAL-LIABILITY-AND-EQUITY> 47,369
<SALES> 0
<TOTAL-REVENUES> 32,334
<CGS> 0
<TOTAL-COSTS> 22,321
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10,769
<INCOME-TAX> 48
<INCOME-CONTINUING> 10,721
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,721
<EPS-PRIMARY> .82
<EPS-DILUTED> .82
</TABLE>
