<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 333-13071
ASA Holdings, Inc.
------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2258221
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number )
100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354
--------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(404) 766-1400
--------------
(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 1, 1997 there were 29,808,570 shares of common stock outstanding.
<PAGE> 2
ASA HOLDINGS, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I-Financial Information
Item 1. Condensed Consolidated Financial Statements
Balance Sheets- March 31, 1997 and December 31, 1996
Assets 3
Liabilities and Shareholders' Equity 4
Statements of Income- Three months ended
March 31, 1997 and March 31, 1996 5
Statements of Cash Flows- Three months ended
March 31, 1997 and March 31, 1996 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II-Other Information
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibits
11 Statement Re: Computation of Per Share Earnings 15
27 Financial Data Schedule (for SEC use only) 16
</TABLE>
-2-
<PAGE> 3
Part I- Financial Information
Item 1. Condensed Consolidated Financial Statements
<TABLE>
<CAPTION>
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
March 31, December 31,
1997 1996
---- ----
(unaudited) (audited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $158,500 $137,469
Marketable securities 40,130 52,653
Accounts receivable 8,526 6,553
Expendable parts 6,878 8,145
Other current assets 3,007 2,904
-------- --------
217,041 207,724
Property and Equipment
Flight equipment 456,995 456,809
Other property and equipment 15,609 15,515
Advance payments on property and equipment 241 137
-------- --------
472,845 472,461
Less accumulated depreciation and amortization 211,047 203,181
-------- --------
261,798 269,280
Other Assets
Excess of cost over fair value of
tangible assets acquired 2,734 2,760
Other assets 6,459 6,473
-------- --------
9,193 9,233
Total Assets $488,032 $486,237
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
-3-
<PAGE> 4
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---- ----
(unaudited) (audited)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt $24,069 $25,576
Accounts payable 18,544 18,403
Air traffic liability 862 4,346
Accrued compensation and related expenses 5,955 7,286
Accrued interest payable 2,020 1,319
Other accrued expenses 4,175 3,075
Income taxes payable 5,274 --
-------- --------
60,899 60,005
Long-Term Debt 90,297 94,618
Other Non-Current Liabilities 1,843 1,763
Deferred Income Taxes 69,697 69,635
Shareholders' Equity
Common stock, $.10 par value; authorized 150,000,000 shares;
issued - 29,869,977 and 29,993,570 shares, respectively 2,987 2,999
Capital in excess of par -- --
Retained earnings 262,238 257,219
Unrealized holding gain (loss) on investments 71 (2)
-------- --------
265,296 260,216
-------- --------
Total Liabilities and Shareholders' Equity $488,032 $486,237
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
-4-
<PAGE> 5
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In Thousands of Dollars Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended
March 31,
------------------------------
1997 1996
<S> <C> <C>
Operating Revenues:
Passenger $87,731 $87,216
Other 1,884 2,189
---------- ----------
Total Operating Revenues 89,615 89,405
Operating Expenses:
Flying operations 21,524 20,369
Maintenance 18,544 15,288
Passenger service 4,421 4,874
Aircraft and traffic servicing 11,094 10,990
Reservation, commission and other 8,517 9,205
General and administrative 2,586 4,672
Depreciation, amortization and obsolescence 6,983 6,768
Other 196 176
---------- ----------
Total Operating Expenses 73,865 72,342
Income from Operations 15,750 17,063
Non-Operating (Income) Expenses:
Interest income (2,513) (2,657)
Interest expense 1,244 1,567
Other (9) (68)
---------- ----------
(1,278) (1,158)
Income before Income Taxes 17,028 18,221
Income Taxes
Current 6,279 6,906
Deferred 17 18
---------- ----------
6,296 6,924
Net Income $10,732 $11,297
========== ==========
Earnings per Share $0.36 $0.36
Cash Dividends per Share $0.10 $0.095
Weighted Average Number of Shares Outstanding 30,030,885 31,489,761
</TABLE>
See notes to condensed consolidated financial statements.
-5-
<PAGE> 6
ASA HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended
March 31,
----------------------------
1997 1996
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 10,732 $ 11,297
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation 6,714 6,538
Amortization and provision for obsolescence 269 230
Amortization of engine overhauls 1,849 1,584
Deferred income taxes 62 (90)
Other 136 (1,165)
Changes in Operating Assets and Liabilities:
Accounts receivable (2,003) 1,840
Expendable parts 1,129 (167)
Other assets (284) 643
Accounts payable 141 (1,411)
Other liabilities (2,384) (1,946)
Accrued compensation and related liabilities (1,251) 2,292
Accrued interest payable 701 (547)
Income taxes payable 5,274 6,199
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 21,085 25,297
INVESTING ACTIVITIES
Purchase of Marketable Securities (31,371) (72,652)
Proceeds from Sale of Marketable Securities 44,012 109,198
Proceeds from Disposal of Property and Equipment -- 1,138
Purchases of Property and Equipment including
Advance Payments (1,081) (2,221)
Other (29) 29
-------- --------
NET CASH PROVIDED BY INVESTING ACTIVITIES 11,531 35,492
FINANCING ACTIVITIES
Principal Payments on Long-Term Debt (5,828) (10,216)
Dividends Paid (2,998) (2,986)
Acquisition of Treasury Stock (2,759) (8,383)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES (11,585) (21,585)
INCREASE IN CASH AND CASH EQUIVALENTS 21,031 39,204
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 137,469 66,403
-------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $158,500 $105,607
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
-6-
<PAGE> 7
ASA HOLDINGS, INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly the financial position as of March 31, 1997 and results
of operations for the three-month periods ended March 31, 1997 and 1996
and cash flows for the three-month periods ended March 31, 1997 and
1996. The accounting adjustments contained in the financial statements
are of a normal recurring nature. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) for Form 10-Q. It is suggested
that these unaudited condensed consolidated financial statements be
read in conjunction with the audited consolidated financial statements
and the notes thereto included in the 1996 Annual Report on Form 10-K
filed by the Company with the SEC under the Securities Exchange Act of
1934 on March 31, 1997.
2. Results of operations for the three-month periods ended March 31, 1997
and 1996 are not necessarily indicative of the results to be expected
for the year.
3. Earnings per share are based on the weighted average number of common
and common equivalent shares outstanding.
4. Marketable securities, which consist of investments with maturity dates
longer than three months, are reported at fair market value.
-7-
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
This Item 2 should be read in conjunction with the unaudited condensed
consolidated financial statements included in Item 1 hereto.
Reorganization
ASA Holdings, Inc. (ASA Holdings) is a holding company the principal
assets of which are the shares of its wholly owned subsidiaries Atlantic
Southeast Airlines, Inc. (ASA) and ASA Investments, Inc. (ASA Investments). ASA
Holdings became the parent holding company for ASA and ASA Investments pursuant
to a corporate reorganization which became effective after the close of business
on December 31, 1996 (the Reorganization). ASA Holdings considers the airline
business of ASA to be its only industry segment. There was no significant impact
on the consolidated financial statements as a result of the Reorganization. All
references to the Company contained in this section refer collectively to ASA
and its subsidiary, ASA Investments, for the quarter ending March 31, 1996, and
to ASA Holdings and its subsidiaries, ASA and ASA Investments, for the quarter
ending March 31, 1997. All significant intercompany transactions have been
eliminated.
Liquidity and Capital Resources
Working capital increased to $156.1 million with a current ratio of 3.6:1
at March 31, 1997 compared with working capital of $147.7 million and a current
ratio of 3.5:1 at December 31, 1996. Cash, cash equivalents and investments in
marketable securities increased by $8.5 million primarily due to $21.1 million
in cash from operations offset by a $1.1 million investment in property and
equipment, $5.8 million of debt retirement, $3.0 million of dividends paid and
$2.8 million of common stock repurchases.
The Company has an unsecured line of credit totaling $8 million with one
of its banks. At March 31, 1997, $.7 million of this line was committed to
support a letter of credit. The remainder is available for general working
capital purposes on an as needed basis. As of March 31, 1997, there were no
outstanding amounts against the line of credit.
In January 1997, ASA announced its intentions to acquire 30 Canadair
Regional Jet aircraft (CRJ) from Bombardier, Inc. of Canada and to secure
options to acquire an additional 60 aircraft, subject to the effectiveness of a
definitive acquisition agreement with Bombardier, a firm financing commitment
with the Export Development Corporation of Canada and a definitive agreement
with General Electric Company with respect to the acquisition of the engines and
related spare parts. On April 21, 1997, ASA announced that it had executed a
definitive purchase agreement with Bombardier for 30 aircraft with options for
an additional 60 aircraft. This transaction includes a firm financing commitment
from the Export Development Corporation of Canada to finance up to 85% of the
aircraft purchase price for the 30 aircraft. The Company also signed a
definitive agreement with General Electric Company. The value of the 30
aircraft,
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<PAGE> 9
including spare parts and spare engines, will be approximately $600 million.
Delivery of these aircraft is scheduled to begin during the second half of 1997
at the rate of one aircraft per month. The CRJ is a 50- passenger jet with
four-abreast seating that ASA will use to promote growth in new markets as well
as replace some turboprop equipment on existing routes.
The long-term debt to equity ratio was .34:1 at March 31, 1997 compared
with .36:1 at December 31, 1996. Long-term debt decreased to $90.3 million from
$94.6 million at the end of 1996. The current portion of long-term debt
decreased by $1.5 million from December 31, 1996.
Shareholders equity per share increased to $8.88 at March 31, 1997 from
$8.68 at December 31, 1996. Net worth increased by $5.1 million primarily due to
earnings in the first quarter of 1997 of $10.7 million offset by $3.0 million of
dividends paid and $2.8 million of common stock repurchases. In January 1997,
ASA Holdings announced that its Board of Directors authorized it to repurchase
up to $50.0 million of its common stock on the open market during 1997. The
repurchased shares will be held as treasury stock and used for general corporate
purposes or will be cancelled. Repurchases are subject to market conditions.
For the first quarter of 1997, the Board of Directors declared a
quarterly cash dividend of 10 cents per share compared with 9.5 cents per share
for the similar period of 1996.
On August 21, 1995, ASA suffered a tragic loss when one of its flights
crashed. On November 26, 1996, the National Transportation Safety Board (NTSB),
in a unanimous vote, determined (NTSB report) that the probable cause of the
accident was the in-flight fatigue fracture and separation of a propeller blade
that resulted in excessive drag, loss of wing lift and reduced directional
control of the aircraft. The NTSB further concluded that the fracture in the
propeller blade was caused by a fatigue crack from multiple corrosion pits that
were not discovered by the propeller manufacturer because of its inadequate and
ineffective corporate inspection and repair techniques, training, documentation
and communication. Accordingly, ASA's management does not feel that ASA was at
fault, based on the factual information currently available to it. ASA has
received insurance proceeds from its insurance company related to the hull value
of the aircraft, and the debt related to this aircraft was paid with part of
these insurance proceeds. A number of claims and lawsuits have been filed in
connection with this matter. The propeller manufacturer (through its insurer)
has agreed to address all claims arising from this accident without
acknowledging fault. Accordingly, the Company's management does not believe that
the Company has any liability in this matter, based on factual information
currently available to it. Therefore, ASA has not accrued a liability for
potential claims. Neither the propeller manufacturer nor its insurer has entered
into any written indemnity agreement with ASA or its insurer, and neither is
legally obligated to indemnify either ASA or its insurer for expenses actually
incurred in connection with the crash. In addition, ASA maintains insurance
coverage
-9-
<PAGE> 10
which it believes, based on factual information currently available to it, is
sufficient to cover claims associated with this incident. After the results of
the NTSB investigation were announced, ASA was dismissed from all then existing
lawsuits with respect to the crash.
ASA's pilot and flight attendant work force are represented by unions. In
1995, collective bargaining agreements with both of these unions became
amendable and are currently being renegotiated. The Railway Labor Act, which
governs labor relations for these unions, contains detailed procedures regarding
negotiation, mediation and arbitration that must be exhausted before work
stoppages can occur once a collective bargaining agreement becomes amendable.
Federal mediation between ASA and the pilots and flight attendants has been
ongoing for approximately one year.
Based on information currently available to it, the Company believes that
available resources will be sufficient to meet its existing expenditure
commitments (including current maturities of long-term debt and aircraft lease
payments) as well as its anticipated capital expenditures and other working
capital requirements for the foreseeable future. Financial resources anticipated
to be available to the Company for such purposes include existing cash reserves,
internally generated funds, amounts available under the existing line of credit,
and short and long-term financing arrangements that the Company has entered into
or believes are available to it.
New Accounting Standards
In February 1997, the Financial Accounting Standards Board issued a new
accounting pronouncement, Statement of Accounting Standards No. 128, "Earnings
per Share," which will change the current method of computing earnings per
share. The new standard requires presentation of "basic earnings per share" and
"diluted earnings per share" amounts, as defined. Statement No. 128 will be
effective for the Company's quarter and year ending December 31, 1997, and upon
adoption, all prior-period earnings per share data presented shall be restated
to conform with the provisions of the new pronouncement. Application earlier
than the Company's quarter ending December 31, 1997 is not permitted. The
provisions of Statement No. 128 had no effect on the pro forma basic and diluted
earnings per share for the quarters ended March 31, 1997 and 1996, which
remained at $0.36 per share.
Results of Operations
For the three months ended March 31, 1997
The Company reported net income for the first quarter of $10.7 million or
$.36 per share on 30.0 million weighted average shares outstanding. In
comparison, net income for the same quarter of 1996 was $11.3 million or $.36
per share on 31.5 million weighted average shares outstanding. The decrease in
the average number of shares outstanding was due to the stock repurchase
programs. The Company's first quarter total revenues remained relatively
constant at $89.6 million compared with $89.4 million for the similar period of
-10-
<PAGE> 11
1996. Factors for the first quarters of 1997 and 1996 which affect passenger
revenue remained relatively constant and are detailed below:
<TABLE>
<CAPTION>
Quarter Ended March 31,
1997 1996
---- ----
<S> <C> <C>
Revenue Passenger Miles (000,000) 203.8 201.4
Passengers (000) 836.4 836.9
Load Factor 47.0% 46.7%
Average Passenger Yield 43.0(cent) 43.3(cent)
Average Trip Length 243.6 240.7
</TABLE>
Operating expenses increased 2% to $73.9 million for the quarter ended
March 31, 1997. The Company maintained its capacity (the number of available
seat miles "ASMs") and experienced a 2% increase in the cost per ASM flown to
17.1 cents in the first quarter of 1997 compared with 16.8 cents in the first
quarter of 1996. The first quarter of 1997 included a $.5 million credit to
expense associated with Stock Appreciation Rights (SARs) due to a 5% decrease in
the Company's stock price. The first quarter of 1996 included a $2.1 million
charge to expense associated with SARs due to a 19% increase in the Company's
stock price. Excluding the effect of SARs expense, operating expenses would have
increased 6% in the first quarter of 1997 compared to 1996. The cost per ASM
would have been 17.2 cents in comparison with 16.3 cents for the same period of
1996. Operating costs are higher primarily due to more expensive jet fuel and
higher maintenance costs related to increased maintenance inspections and the
increase in part replacement costs associated with increasing aircraft ages.
The following table compares components of operating cost per ASM and
operating expense as a percentage of total operating expense for the three month
periods ended March 31, 1997 and 1996:
<TABLE>
<CAPTION>
Cost per ASM % Operating Cost
Quarter Ended Quarter Ended
March 31, March 31,
---------------------------------------------
1997 1996 1997 1996
---------------------------------------------
<S> <C> <C> <C> <C>
Labor and related 4.2(cent) 4.7(cent) 24% 28%
Fuel 2.0 1.7 12 10
Direct maintenance 3.4 2.7 20 16
Passenger related 1.8 2.0 11 12
Depreciation and aircraft rent 2.5 2.5 15 15
Other 3.2 3.2 18 19
----------------------------------------------
Total operating expense 17.1(cent) 16.8(cent) 100% 100%
</TABLE>
-11-
<PAGE> 12
Labor and related costs decreased to $18.1 million for the first quarter
of 1997 compared with $20.4 million for the same period in 1996. The average
number of employees grew 4% from 2,359 to 2,458 as of March 31, 1997. As
mentioned above, the first quarter of 1997 included a $.5 million credit to
expense associated with the Company's SARs while the same period in 1996
included $2.1 million of expense associated with SARs. Labor and related costs
without the SARs adjustment would have been 4.3 cents per ASM for the first
quarter of 1997 as compared with 4.2 cents per ASM for the same period in 1996.
Fuel expense increased to 2.0 cents per ASM for the first three months of
1997 compared with 1.7 cents per ASM for the quarter ended March 31, 1996. Fuel
expense increased $1.1 million spread over relatively constant ASMs. The average
price per gallon, including taxes and into plane fees, increased 12% to 80.4
cents from 71.6 cents primarily due to the increase in crude oil prices during
1997. Total fuel consumption increased by .2 million gallons or 2%. Changes in
aviation fuel prices have an industry wide impact and will tend to affect ASA's
competitors in the same manner as ASA.
Direct maintenance expense, excluding labor and related costs, increased
27% to $14.5 million for the quarter ended March 31, 1997. The higher expense
was primarily due to increased maintenance inpections and overhauls of time
controlled components. As with any air carrier, ASA's fleet of aircraft is aging
and requires more frequent maintenance. The leased BAe 146 jet aircraft are
maintenance mature aircraft that are under maintenance plans. Charges for the
BAe 146 are incurred for each hour that the airframe, engines, landing gear,
etc. are flown, and the charges for these maintenance plans are expensed on a
monthly basis. However, the Company incurred major periodic inspections on these
aircraft during the first quarter of 1997 that were not required during the same
quarter of 1996.
Passenger related expenses decreased by $.5 million for the quarter ended
March 31, 1997 compared with the same quarter last year. These expenses, which
include travel agency commissions and reservation fees, were 9% of passenger
revenue for the quarter ended March 31, 1997, compared with 10% for the quarter
ended March 31, 1996.
The Company's break-even load factor increased to 38.1% for the first
quarter of 1997 compared with 37.1% for the same period in 1996. The higher
break-even load factor was primarily due to higher operating expenses for jet
fuel and maintenance.
-12-
<PAGE> 13
Part II-Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this report. The
exhibit number refers to Item 601 of Regulation S-K.
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule (for SEC use only)
(b) Reports on Form 8-K. A report on Form 8-K was filed on
January 2, 1997 in which information was reported in Item 5
regarding completion of the Reorganization and the release of
the NTSB report.
-13-
<PAGE> 14
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.
ASA Holdings, Inc.
/s/ Ronald V. Sapp
-------------------------
Ronald V. Sapp
Chief Financial Officer
Vice President - Finance
Date: May 12, 1997
-14-
<PAGE> 1
EXHIBIT 11 - STATEMENT RE: COMPUTATION OF
PER SHARE EARNINGS
<TABLE>
<CAPTION>
For The Three Months Ended
March 31,
------------------------------
1997 1996
<S> <C> <C>
Net Income $10,732,482 $11,297,135
Net Income per Share $0.36 $0.36
Weighted Number of Shares Outstanding 30,030,885 31,489,761
</TABLE>
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE
MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 158,500
<SECURITIES> 40,130
<RECEIVABLES> 8,762
<ALLOWANCES> (236)
<INVENTORY> 6,878
<CURRENT-ASSETS> 217,041
<PP&E> 472,845
<DEPRECIATION> 211,047
<TOTAL-ASSETS> 488,032
<CURRENT-LIABILITIES> 60,899
<BONDS> 90,297
0
0
<COMMON> 2,987<F1>
<OTHER-SE> 262,309<F2>
<TOTAL-LIABILITY-AND-EQUITY> 488,032
<SALES> 0
<TOTAL-REVENUES> 89,615
<CGS> 0
<TOTAL-COSTS> 73,865
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 30
<INTEREST-EXPENSE> 1,244
<INCOME-PRETAX> 17,028
<INCOME-TAX> 6,296
<INCOME-CONTINUING> 10,732
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,732
<EPS-PRIMARY> 0.36
<EPS-DILUTED> 0.36
<FN>
<F1> REDUCED BY APPROXIMATELY $12,500 ALLOCABLE TO 125,000 SHARES OF TREASURY
STOCK.
<F2> REDUCED BY APPROXIMATELY $2,746,000 ALLOCABLE TO 125,000 SHARES OF
TREASURY STOCK.
-16-
</FN>
</TABLE>
