FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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 period ended March 28, 1998
----------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
-------------------- -------------------------
Commission File Number: 2-28286
--------------------------------------------------------
The Bureau of National Affairs, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 53-0040540
- ---------------------------------- ---------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1231 25th St., N.W., Washington, D.C. 20037
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including Area Code) (202) 452-4200
---------------------------
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 and (2) has been subject to the filing requirements for
the past 90 days. Yes X No ______
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 28, 1998 was 3,541,513 Class A common shares, 4,542,548 Class
B common shares, and 329,377 Class Common shares.
<PAGE>2
- 2 -
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE 12-WEEKS ENDED MARCH 28, 1998 and MARCH 22, 1997
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
-----------------------------------
March 28, 1998 March 22, 1997
--------------- --------------
OPERATING REVENUES $ 58,469 $ 52,236
--------------- --------------
OPERATING EXPENSES:
Editorial, production and distribution 32,663 29,974
Selling 13,309 10,967
General and administrative 8,488 7,395
Profit sharing 334 408
--------------- --------------
54,794 48,744
--------------- --------------
Operating Profit 3,675 3,492
--------------- --------------
NON-OPERATING INCOME (EXPENSE):
Investment Income 1,948 1,605
Interest Expense (209) (7)
Other Income (Expense), Net -- 421
--------------- --------------
TOTAL NON-OPERATING INCOME 1,739 2,019
--------------- --------------
INCOME BEFORE INCOME TAXES 5,414 5,511
PROVISION FOR INCOME TAXES 1,821 1,802
--------------- --------------
NET INCOME 3,593 3,709
OTHER COMPREHENSIVE INCOME (EXPENSE) (319) (482)
--------------- --------------
COMPREHENSIVE INCOME $ 3,274 $ 3,227
=============== ==============
EARNINGS PER SHARE $ .42 $ .42
================ ==============
WEIGHTED AVERAGE SHARES OUTSTANDING 8,464,592 8,844,940
================ ==============
<PAGE>3
- 3 -
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 28, 1998 AND DECEMBER 31, 1997
(Unaudited)
(In Thousands of Dollars)
March 28, December 31,
ASSETS 1998 1997
- ----------------------------------------- ------------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 28,255 $ 19,421
Short-term investments, at fair value 9,083 9,013
Accounts receivable (net of
allowance for doubtful accounts
of $1,507 in 1998 and $1,897 in 1997) 35,127 41,307
Inventories, at lower of average
cost or market 5,563 5,440
Prepaid expenses 3,208 3,368
Deferred selling expenses 23,190 23,244
------------ ------------
Total current assets 104,426 101,793
------------ ------------
MARKETABLE SECURITIES 115,846 115,809
------------ ------------
PROPERTY AND EQUIPMENT - at cost:
Land 4,250 4,250
Building and improvements 49,311 49,197
Furniture, fixtures and equipment 65,452 63,195
------------ ------------
119,013 116,642
Less-Accumulated depreciation 71,909 68,790
------------ ------------
Net property and equipment 47,104 47,852
------------ ------------
DEFERRED INCOME TAXES 24,482 22,296
------------ ------------
GOODWILL 27,986 8,924
------------ ------------
OTHER ASSETS 6,591 4,226
------------ ------------
Total assets $ 326,435 $ 300,900
============ ============
<PAGE>4
- 4 -
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 28, 1998 AND DECEMBER 31, 1997
(Unaudited)
(In Thousands of Dollars)
March 28, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1998 1997
- ---------------------------------------- ------------ -------------
CURRENT LIABILITIES:
Accounts payable $ 17,464 $ 18,060
Employee compensation and benefits
payable 13,861 14,503
Income taxes payable 2,659 966
Deferred income taxes 3,166 3,120
Deferred subscription revenue 129,664 121,934
Dividends payable 5,093 --
------------ ------------
Total current liabilities 171,907 158,583
LONG TERM DEBT 15,000 --
POSTRETIREMENT BENEFITS, less current portion 66,791 65,410
OTHER LIABILITIES 3,780 3,356
------------ ------------
Total liabilities 257,478 227,349
------------ ------------
STOCKHOLDERS' EQUITY:
Capital stock, common, $1.00 par value-
Class A - Voting; Authorized 6,700,000
shares; issued 6,478,864 shares 6,479 6,479
Class B - Nonvoting; authorized
5,300,000 shares; issued 4,926,973 shares 4,927 4,927
Class C - Nonvoting; authorized
1,000,000 shares; issued 506,336 shares 506 506
Additional paid-in capital 36,321 35,668
Retained earnings 58,742 60,242
Treasury stock at cost - 3,498,734 shares
in 1998 and 3,091,447 in 1997 (40,757) (37,329)
Elements of comprehensive income 2,739 3,058
------------ -----------
Total stockholders' equity 68,957 73,551
------------- -----------
Total liabilities and stockholders' equity $ 326,435 $ 300,900
============= ===========
<PAGE>5
-5-
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 12-WEEKS ENDED MARCH 28, 1998 and MARCH 22, 1997
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
------------------------------
March 28, 1998 March 22, 1997
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 3,593 $ 3,709
Items with different cash requirements
than reflected in net income--
Deferred subscription revenue 1,723 (1,195)
Depreciation and amortization 2,390 2,104
Accrued postretirement benefits expense 1,384 2,640
Provision for deferred income taxes (787) (896)
Deferred selling expenses 895 418
(Gain) on sales of securities (252) (215)
(Gain) on sales of businesses and
publications (11) (420)
Others (123) 340
Changes in operating assets and liabilities--
Accounts receivable 7,444 8,429
Accounts payable and accrued liabilities (1,165) (3,096)
Inventory (123) 189
Other assets and liabilities--net 158 (169)
----------- -----------
Net cash provided from operating activities 15,126 11,838
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
Acquisition of a business
(net of $750 cash acquired) (17,648) --
Purchase of equipment and furnishings (555) (2,300)
Building improvements (56) (11)
Proceeds from sales of businesses and
publications 11 160
Proceeds from sales of property -- 6
------------- -----------
Net cash (used for) capital expenditures (18,248) (2,145)
------------- -----------
Investment portfolio--
Proceeds from sales and maturities 12,448 7,440
Purchases (12,717) (13,919)
------------- ------------
Net cash (used for) investment portfolio (269) (6,479)
------------- ------------
Net cash (used in) investing activities (18,517) (8,624)
------------ ------------
<PAGE>6
-6-
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 12-WEEKS ENDED MARCH 28, 1998 and MARCH 22, 1997
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
------------------------------
March 28, 1998 March 22, 1997
-------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings $ 15,000 $ --
Sale of capital stock to employees 981 1,035
Purchase of treasury stock (3,756) (1,776)
------------ ------------
Net cash provided from (used in)
financing activities 12,225 (741)
------------ ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 8,834 2,473
CASH AND CASH EQUIVALENTS, beginning of period 19,421 18,898
------------ ------------
CASH AND CASH EQUIVALENTS, end of period $ 28,255 $ 21,371
============ ============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid $ 9 $ 7
Income taxes paid 923 230
<PAGE>7
-7-
THE BUREAU OF NATIONAL AFFAIRS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 28, 1998
(UNAUDITED)
NOTE 1: General
The information in this report has not been audited. Results for the twelve
weeks are not necessarily representative of the year because of the seasonal
nature of activities. The financial information furnished herein reflects all
adjustments (consisting only of normal recurring adjustments) which are, in the
opinion of management, necessary to a fair statement of the results reported for
the periods shown and has been prepared in conformity with generally accepted
accounting principles applied on a consistent basis.
Notes contained in the 1997 Annual Report to security holders are hereby
incorporated by reference. Note disclosures which would substantially duplicate
those contained in the 1997 Annual Report to security holders have been omitted.
Certain prior year balances have been restated to conform to current year
presentation.
NOTE 2: Inventories
Inventories consisted of the following (in thousands):
March 28, 1998 December 31, 1997
-------------- ------------------
Materials and supplies $ 3,766 $ 3,742
Work in process 402 218
Finished goods 1,395 1,480
----- ---------
Totals $ 5,563 5,440
===== =====
NOTE 3: Stockholders' Equity
Treasury stock as of March 28, 1998 and December 31, 1997, respectively,
consisted of: Class A, 2,937,351 and 2,959,761 shares; Class B, 384,425 and
349,685 shares; and Class C, 176,959 and 102,923 shares.
NOTE 4: Comprehensive Income
The Company adopted Statement of Financial Accounting Standard No. 130,
Comprehensive Income, effective for its quarter ended March 28, 1998.
Comprehensive income includes net income, unrealized gains and losses on
marketable securities and foreign currency translation adjustments.
NOTE 5: Acquisition
As previously reported, the Company purchased newsletter publisher
Institute of Management and Administration, Inc. (IOMA), on January 13, 1998,
and has included IOMA's operating results since that date in its consolidated
results. The purchase cost was assigned to assets, primarily intangibles, and to
goodwill. The recoverability of the carrying values of the intangible assets and
the goodwill will be evaluated periodically relative to IOMA's projected cash
flows.
<PAGE>8
-8-
PART I
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Position
It is presumed that users of this interim report have read or have access
to the audited financial statements and management's discussion and analysis
contained in the 1997 Annual Report to security holders, hereby incorporated by
reference. This interim report is intended to provide an update of the
disclosures contained in the 1997 Annual Report to security holders and,
accordingly, disclosures which would substantially duplicate those contained
therein have been omitted.
FORWARD-LOOKING STATEMENTS
This management discussion contains and incorporates by reference certain
statements that are not statements of historical fact but are forward-looking
statements. The use of such words as "believes" and "expects" and similar
expressions are intended to identify forward-looking statements. Such statements
are subject to certain risks and uncertainties, which could cause actual results
to differ from those projected. Readers are cautioned not to place undue
reliance on these forward-looking statements which speak only as of the date
hereof.
RESULTS OF OPERATIONS
Twelve weeks 1998 compared to twelve weeks 1997
BNA's revenues and operating profit for the first quarter of 1998 continued
to show growth compared to 1997's strong first quarter results. Lower
non-operating income, however, resulted in slightly lower net income; but fewer
outstanding shares left earnings per share unchanged at $0.42. The first quarter
statement of income includes a required new measure, comprehensive income, which
combines net income with changes in unrealized gains and losses on investment
securities and changes in foreign currency translation gains and losses; this
measure shows a slightly higher figure for 1998.
Consolidated revenues are up 11.9 percent and operating expenses are up
12.4 percent compared to last year. However, several factors combined to affect
these comparisons. In January, 1998, BNA acquired Institute of Management and
Administration, Inc. (IOMA). IOMA's financial results accounted for
approximately 5 percent of 1998's consolidated revenue and operating expense
growth. In addition, BNA's 1998 first fiscal quarter is longer than that of
1997, inflating comparisons of both revenues and expenses; this effect on
year-to-year comparability will diminish as 1998 progresses, and will reverse in
the fourth quarter.
Service revenues, which constituted 87.4 percent of all revenues, rose 12.8
percent. Excluding IOMA, service revenues were up 7.4 percent. The revenue base
from print products, although still the dominant service revenue source,
continues to migrate to the electronic products. Operating expenses of the
service businesses were up 12.9 percent. Excluding IOMA, operating expenses were
up 6.7 percent, mainly in salaries and outside services.
<PAGE>9
Revenues from non-service businesses (sales of printing, software, books,
and training products) rose 6 percent, with large increases in printing and
software sales. Operating expenses of the non-service businesses increased 9.2
percent, reflecting costs associated with the increased revenues. Collectively,
these businesses contributed $447,000 to operating profit, down from $616,000 in
1997. Printing posted a large first quarter increase in operating profit, but
the other non-service business units recorded lower results.
Non-operating income was $280,000 lower in 1998, primarily because last
year's first quarter included a $420,000 gain on the sale of a publication.
A difference in the timing of several business events in 1997 and 1998 is
negatively impacting year-to-year comparisons. Without these differences, which
will reverse in the second quarter, 1998 first quarter net income and earnings
per share would have been higher than last year.
YEAR 2000 COMPLIANCE
Based on revised estimates, the 1998-1999 cost to replace business systems
with Year 2000 compliant systems, and for testing to ensure that the publishing
systems are also compliant, is expected to be $2.7 million. The 1998-1999 cost
to remediate other business systems is expected to be approximately $4.9
million. In addition, the Company is continuing other ongoing system upgrade and
replacement projects not related to Year 2000 remediation. Relative to 1997, the
Company expects that the incremental negative effect on net income for 1998-1999
due to higher systems expenses, including Year 2000 expenses, will be $2.5 to $3
million, with over half occurring in 1998.
FINANCIAL POSITION
Cash provided from operating activities was $15.1 million in the first
twelve weeks of 1998, compared to $11.8 million for the first twelve weeks of
1997. Customer receipts increased 14.9 percent and operating expenditures
increased 11.6 percent from 1997. Excluding the effect of IOMA's operations,
collections increased 10.8 percent and expenditures were up 6.3 percent,
primarily due to more days.
Cash used in investing activities netted to $18.5 million, reflecting
expenditures of $17.6 million for the IOMA purchase(net of $0.8 million in cash
acquired), $0.6 million in other capital expenditures, and a $0.3 million
addition to the Company's investment portfolio.
The Company borrowed $15 million to partially fund the IOMA purchase.
During the quarter, repurchases of capital stock were $2.8 million higher than
sales of Class A stock to employees.
With over $153 million in cash and investment portfolios, the financial
position and liquidity of the Company remains very strong.
<PAGE>10
-10-
PART II
Item 1 Legal Proceedings
There were no material legal proceedings during the first twelve weeks of
1998.
Item 2 Change in Securities
There were no changes in securities.
Item 3 Defaults upon Senior Securities
There were no defaults upon senior securities.
Item 4 Submission of Matters to a Vote of Securities Holders
The annual meeting for stockholders' was held April 18, 1998. A proxy
statement pursuant to Rule 14a was distributed to all stockholders in connection
with this meeting.
Results of the election of directors are included in the attached letter to
stockholders dated April 21, 1998.
Item 5 Other Information
No other information is presented herein.
Item 6 Exhibits and Reports on Form 8-K
No reports were filed on Form 8-K during the quarter ended March 28, 1998.
<PAGE>11
-11-
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.
The Bureau of National Affairs, Inc.
------------------------------------
Registrant
May 12, 1998 s\ Paul N. Wojcik
- ------------ ---------------------------------------
Date Paul N. Wojcik
President and Chief Executive Officer
May 12, 1998 s\ George J. Korphage
- ------------ --------------------------------------
Date George J. Korphage
Vice President and Chief Financial Officer
<PAGE>12
April 21, 1998
Dear BNA Stockholder:
At the annual meeting of stockholders held April 18, 1998, the following
individuals were elected as members of the Corporation's Board of Directors for
the ensuing year: William A. Beltz, Jacqueline M. Blanchard, Richard H.
Cornfield, Sandra C. Degler, Kathleen D. Gill, Jack Jenc, Eileen Z. Joseph,
George J. Korphage, Gregory C. McCaffery, Frederick A. Schenck, Pat Swords,
Daniel W. Toohey, Loene Trubkin, Robert L. Velte, and Paul N. Wojcik. The two
proposals submitted by shareholders were both defeated.
The following table provides pertinent statistical data on the election
for directors and on the voting on the stockholder proposals. As of the record
date of March 21, 1998, there were 3,541,513 shares of Class A common stock
outstanding. The total number of shares voted was 2,973,818.
ELECTION OF DIRECTORS
Stockholder Candidates
----------------------
Name Shares Voted For
- ------------------------- ----------------
Paul N. Wojcik 2,073,544
George J. Korphage 1,928,838
William A. Beltz 1,913,060
Sandra C. Degler 1,785,076
Pat Swords 1,535,579
Jack Jenc 1,495,897
Kathleen D. Gill 1,476,110
Gregory C. McCaffery 1,456,894
Richard H. Cornfield 1,253,084
Eileen Z. Joseph 1,241,157
Jacqueline M. Blanchard 1,176,133
Robert L. Velte 1,165,964
Dean M. Zadak 1,132,810
Christopher R. Curtis 992,074
Donna M. Ives 975,352
Michael T. Baer 598,357
Nonstockholder Candidates
-------------------------
Loene Trubkin 1,564,581
Daniel W. Toohey 1,419,497
Frederick A. Schenck 1,297,982
<PAGE>13
STOCKHOLDER PROPOSALS
---------------------
Proposal A: Executive Compensation
Shares Voted For 968,452
Shares Voted Against 1,835,920
Shares Abstaining 169,446
Proposal B: Newspaper Guild Representation on the Board of Directors
Shares Voted For 697,407
Shares Voted Against 2,151,919
Shares Abstaining 124,492
As is his custom at each annual meeting of stockholders, Mr. William A.
Beltz, Chairman of the Board, reported on acquisition inquiries from other
corporations. He reported that two inquiries had been received during 1997
regarding the availability of the Corporation for sale. One was from an
investment banker representing an unidentified client, and the other was from a
broker, Richard Vander Kaay & Associates, acting on behalf of Dubin Clark &
Company. In both cases, he was instructed by the Board of Directors to respond
that the company is employee-owned and is not for sale.
At the meeting of the Board of Directors held immediately after the
stockholders' meeting, the following officers were elected: William A. Beltz,
Chairman of the Board; Sandra C. Degler, Vice Chairman of the Board; Paul N.
Wojcik, President and Chief Executive Officer; Jacqueline M. Blanchard, Vice
President for Human Resources; Eunice L. Bumgardner, Vice President and General
Counsel; Kathleen D. Gill, Vice President and Editor in Chief; Daniel C. Horsey,
Vice President for Information Technology; George J. Korphage, Vice President
for Accounting & Finance and Chief Financial Officer; Pat Swords, Vice President
for Sales and Marketing; Robert L. Velte, Vice President for Strategic
Development; Cynthia J. Bolbach, Corporate Secretary; David A. Froemming,
Assistant Corporate Secretary; Gilbert S. Lavine, Treasurer; and Paul A.
Blakely, Assistant Treasurer.
The following persons were elected to serve on the Board's standing
committees for the ensuing term:
AUDIT COMMITTEE. Daniel W. Toohey, chair; Frederick A. Schenck and
Loene Trubkin.
BUDGET COMMITTEE. George J. Korphage, chair; William A. Beltz,
Sandra C. Degler, Eileen Z. Joseph, and Robert L. Velte.
CORPORATE INVESTMENT COMMITTEE. George J. Korphage, chair;
William A. Beltz, Sandra C. Degler, and Paul N. Wojcik.
<PAGE>14
EXECUTIVE COMPENSATION COMMITTEE. Frederick A. Schenck, chair;
Daniel W. Toohey and Loene Trubkin.
EXECUTIVE COMMITTEE. William A. Beltz, chair; Sandra C. Degler,
Kathleen D. Gill, George J. Korphage, and Paul N. Wojcik.
RETIREMENT PLAN INVESTMENT COMMITTEE. George J. Korphage, chair
William A. Beltz, Sandra C. Degler, and Paul N. Wojcik.
RETIREMENT PLAN ADMINISTRATIVE COMMITTEE. Diane L. Harris, chair;
Paul A. Blakely, George C. Cosby, Anthony A. Harris, Kenneth May,
and David A. Sayre.
BNA DEFERRED STOCK PURCHASE PLAN ADMINISTRATIVE COMMITTEE.
George C. Cosby, chair; Jacqueline M. Blanchard and Kathleen D. Gill.
VEBA (VOLUNTARY EMPLOYEES' BENEFICIARY ASSOCIATION) ADMINISTRATIVE
COMMITTEE. Paul Blakely, chair; George C. Cosby and Kathleen Muller.
VEBA INVESTMENT COMMITTEE. George Korphage, chair; William A. Beltz,
Sandra C. Degler, and Paul N. Wojcik.
The Board also adopted the following resolution reaffirming the
commitment to employee ownership:
RESOLVED, that the Board of Directors fully endorses and
reaffirms the first corporate objective, which is "to continue
ownership by employees only and to encourage the widest possible
participation because our experience demonstrates the success of
employee ownership in encouraging excellent team performance, in
providing a fair distribution of rewards for that performance, and in
supplying a brake on unhealthy forms of growth," and
FURTHER RESOLVED, that the Chairman of the Board and/or the
President of the Corporation is hereby directed to refer all inquiries
concerning the availability of the Corporation for acquisition to the
full Board of Directors for appropriate consideration and response in
light of that corporate objective.
Finally, any stockholder proposal intended to be presented at the 1999
meeting of stockholders, and to be included in BNA's proxy statement relating to
that meeting, must be received by me on or before November 27, 1998.
Cordially,
s\ Cynthia J. Bolbach
---------------------
Cynthia J. Bolbach
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary information extracted from The Bureau of National
Affairs, Inc. consolidated balance sheet and consolidated statement of income
for the period ended March 28, 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-31-1998
<PERIOD-END> MAR-28-1998
<CASH> 28,255
<SECURITIES> 9,083
<RECEIVABLES> 36,614
<ALLOWANCES> 1,487
<INVENTORY> 5,563
<CURRENT-ASSETS> 104,426
<PP&E> 119,013
<DEPRECIATION> 71,909
<TOTAL-ASSETS> 326,435
<CURRENT-LIABILITIES> 171,907
<BONDS> 15,000
0
0
<COMMON> 11,912
<OTHER-SE> 57,045
<TOTAL-LIABILITY-AND-EQUITY> 326,435
<SALES> 58,469
<TOTAL-REVENUES> 58,469
<CGS> 32,663
<TOTAL-COSTS> 32,663
<OTHER-EXPENSES> 22,131
<LOSS-PROVISION> 174
<INTEREST-EXPENSE> 209
<INCOME-PRETAX> 5,414
<INCOME-TAX> 1,821
<INCOME-CONTINUING> 3,593
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,593
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.42
</TABLE>
