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 June 19,1999
-----------------------------------------------------------
or
[ ] Transition Report Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934
For the transition period 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)
(202) 452-4200
- ----------------------------------------------------
(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 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 June 19, 1999 was 3,500,581 Class A common shares, 4,357,210 Class
B common shares, and 296,361 Class C Common shares.
<PAGE>2
- 2 -
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE 24-WEEKS ENDED JUNE 19, 1999 and JUNE 20, 1998
(Unaudited)
(In Thousands of Dollars)
24 Weeks Ended
---------------------------------
June 19, 1999 June 20, 1998
--------------- ---------------
OPERATING REVENUES $ 123,903 $ 119,209
--------------- ---------------
OPERATING EXPENSES:
Editorial, production and distribution 68,838 65,486
Selling 27,992 27,127
General and administrative 19,315 17,908
Profit sharing 746 697
--------------- ---------------
116,891 111,218
--------------- ---------------
OPERATING PROFIT 7,012 7,991
--------------- ---------------
NON-OPERATING INCOME (EXPENSE):
Investment Income 4,094 4,129
Interest Expense (394) (425)
Other Income (Expense), Net 653 (17)
--------------- ---------------
TOTAL NON-OPERATING INCOME 4,353 3,687
--------------- ---------------
INCOME BEFORE INCOME TAXES 11,365 11,678
PROVISION FOR INCOME TAXES 3,604 3,723
--------------- ---------------
NET INCOME 7,761 7,955
OTHER COMPREHENSIVE INCOME (EXPENSE) (2,152) (176)
--------------- ---------------
COMPREHENSIVE INCOME $ 5,609 $ 7,779
=============== ===============
EARNINGS PER SHARE $ .95 $ .94
=============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 8,196,114 8,446,519
=============== ===============
<PAGE>3
- 3 -
THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE 12-WEEKS ENDED JUNE 19, 1999 and JUNE 20, 1998
(Unaudited)
(In Thousands of Dollars)
12 Weeks Ended
---------------------------------
June 19, 1999 June 20, 1998
--------------- ---------------
OPERATING REVENUES $ 62,701 $ 60,740
--------------- ---------------
OPERATING EXPENSES:
Editorial, production and distribution 34,908 32,823
Selling 14,421 13,818
General and administrative 9,779 9,420
Profit sharing 344 363
--------------- ---------------
59,452 56,424
--------------- ---------------
Operating Profit 3,249 4,316
--------------- ---------------
NON-OPERATING INCOME (EXPENSE):
Investment Income 2,289 2,181
Interest Expense (196) (216)
Other Income (Expense), Net 654 (17)
--------------- ---------------
TOTAL NON-OPERATING INCOME 2,747 1,948
--------------- ---------------
INCOME BEFORE INCOME TAXES 5,996 6,264
PROVISION FOR INCOME TAXES 1,888 1,902
--------------- ---------------
NET INCOME 4,108 4,362
OTHER COMPREHENSIVE INCOME (EXPENSE) (1,455) 143
--------------- ---------------
COMPREHENSIVE INCOME $ 2,653 $ 4,505
=============== ===============
EARNINGS PER SHARE $ .51 $ .52
=============== ===============
WEIGHTED AVERAGE SHARES OUTSTANDING 8,178,448 8,420,174
=============== ===============
<PAGE>4
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 19, 1999 AND DECEMBER 31, 1998
(Unaudited)
(In Thousands of Dollars)
June 19, December 31,
ASSETS 1999 1998
- --------------------------------------- -------------- --------------
CURRENT ASSETS:
Cash and cash equivalents $ 31,669 $ 15,259
Short-term investments, at fair value 6,211 25,715
Accounts receivable (net of
allowance for doubtful accounts
of $1,457 in 1999 and $1,714 in 1998) 33,103 43,934
Inventories, at lower of average
cost or market 4,848 4,999
Prepaid expenses 4,611 3,447
Deferred selling expenses 21,058 21,586
-------------- --------------
Total current assets 101,500 114,940
-------------- --------------
MARKETABLE SECURITIES 106,027 104,838
-------------- --------------
PROPERTY AND EQUIPMENT - at cost:
Land 4,250 4,250
Building and improvements 49,464 49,367
Furniture, fixtures and equipment 59,229 61,285
-------------- --------------
112,943 114,902
Less-Accumulated depreciation 70,330 70,111
-------------- --------------
Net property and equipment 42,613 44,791
-------------- --------------
DEFERRED INCOME TAXES 27,697 25,019
-------------- --------------
GOODWILL 28,289 28,702
-------------- --------------
OTHER ASSETS 11,138 6,159
-------------- --------------
Total assets $ 317,264 $ 324,449
============== ==============
<PAGE>5
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED BALANCE SHEETS
JUNE 19, 1999 AN DECEMBER 31, 1998
(Unaudited)
(In Thousands of Dollars)
June 19, December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 1998
- --------------------------------------- -------------- --------------
CURRENT LIABILITIES:
Accounts payable $ 13,624 $ 18,300
Employee compensation and benefits
payable 14,844 15,079
Income taxes payable 1,512 522
Deferred income taxes 1,393 1,577
Deferred subscription revenue 124,111 127,592
-------------- --------------
Total current liabilities 155,484 163,070
LONG TERM DEBT 14,000 14,000
POSTRETIREMENT BENEFITS, less current portion 72,055 69,230
OTHER LIABILITIES 4,174 4,128
-------------- --------------
Total liabilities 245,713 250,428
-------------- --------------
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 41,682 39,782
Retained earnings 72,148 69,734
Treasury stock at cost - 3,758,021 shares
in 1999 and 3,684,109 in 1998 (55,050) (50,418)
Elements of comprehensive income:
Net unrealized gain on marketable securities 933 3,081
Foreign currency translation adjustment (74) (70)
-------------- --------------
Total stockholders' equity 71,551 74,021
-------------- --------------
Total liabilities and stockholders' equity $ 317,264 $ 324,449
============== ==============
<PAGE>6
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 24-WEEKS ENDED JUNE 19, 1999 and JUNE 20, 1998
(Unaudited)
(In Thousands of Dollars)
24 Weeks Ended
---------------------------------
June 19, 1999 June 20, 1998
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,761 $ 7,955
Items with different cash requirements
than reflected in net income--
Depreciation and amortization 4,705 4,664
(Gain) on sales of securities (622) (590)
(Gain) on sales of assets (653) (13)
Others (373) 177
Changes in operating assets and liabilities--
Receivables 11,082 6,490
Deferred subscription revenue (3,499) (2,590)
Payables and accrued liabilities (3,904) (3,867)
Postretirement benefits 2,848 3,082
Deferred income taxes (1,704) (1,983)
Deferred selling expenses 476 1,875
Inventories 146 54
Other assets and liabilities--net (992) 67
--------------- ---------------
Net cash provided from operating activities 15,271 15,321
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures--
Acquistion of a business
(net of $750 cash acquired) --- (18,289)
Capitalized software costs (3,610) ---
Purchase of publishing assets (2,235) ---
Purchase of equipment and furnishings (937) (945)
Building improvements (97) (143)
Proceeds from sales of publishing assets 399 13
Proceeds from sales of property 78 6
--------------- ---------------
Net cash (used for) capital expenditures (6,402) (19,358)
--------------- ---------------
Investment portfolio--
Proceeds from sales and maturities 34,180 27,627
Purchases (18,560) (31,760)
--------------- ---------------
Net cash provided from (used for)
investment portfolio 15,620 (4,133)
--------------- ---------------
Net cash provided from (used for)
investing activities 9,218 (23,491)
--------------- ---------------
<PAGE>7
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THE BUREAU OF NATIONAL AFFAIRS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE 24-WEEKS ENDED JUNE 19, 1999 and JUNE 20, 1998
(Unaudited)
(In Thousands of Dollars)
24 Weeks Ended
---------------------------------
June 19, 1999 June 20, 1998
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings $ --- $ 15,000
Repayments of borrowings --- (1,000)
Sale of capital stock to employees 2,648 2,700
Purchase of treasury stock (5,380) (5,016)
Dividends paid (5,347) (5,093)
--------------- ---------------
Net cash (used for) provided from
financing activities (8,079) 6,591
--------------- ---------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 16,410 (1,579)
CASH AND CASH EQUIVALENTS, beginning of period 15,259 19,421
--------------- ---------------
CASH AND CASH EQUIVALENTS, end of period $ 31,669 $ 17,842
=============== ===============
SUPPLEMENTAL DISCLOSURES OF CASH
FLOW INFORMATION:
Interest paid $ 386 $ 256
Income taxes paid 4,261 5,753
<PAGE>8
-8-
THE BUREAU OF NATIONAL AFFAIRS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 19, 1999
(UNAUDITED)
NOTE 1: General
The information in this report has not been audited. Results for the
twenty-four 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 1998 Annual Report to security holders are hereby
incorporated by reference. Note disclosures which would substantially duplicate
those contained in the 1998 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):
June 19, December 31,
1999 1998
-------------- -------------
Materials and supplies $ 3,217 $ 3,251
Work in process 385 460
Finished goods 1,246 1,288
-------------- -------------
Totals $ 4,848 $ 4,999
============== =============
NOTE 3: Stockholders' Equity
Treasury stock as of June 19, 1999 and December 31, 1998, respectively,
consisted of: Class A, 2,978,283 and 2,969,656 shares; Class B, 569,763 and
507,376 shares; and Class C, 209,975 and 207,077 shares.
NOTE 4: Accounting Pronoucement
During 1999, the company adopted the American Institute of Certified Public
Accountants Statement of Position No. 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1
provides guidance on the capitalization of certain costs related to computer
software developed or obtained for internal use. Accordingly, the Company has
capitalized $3.6 million of such costs through the second quarter of 1999.
<PAGE>9
-9-
NOTE 5: Segment Information
12 Weeks Ended 24 Weeks Ended
6/19/99 6/20/98 6/19/99 6/20/98
--------------------- ---------------------
Revenues from External Customers:
Professional Publishing $ 56,849 $ 55,229 $113,445 $109,241
Printing 5,088 4,494 8,862 7,922
All Other 764 1,017 1,596 2,046
--------------------- ---------------------
Total $ 62,701 $ 60,740 $123,903 $119,209
===================== =====================
Intersegment Printing
Revenues $ 3,594 $ 3,530 $ 7,119 $ 7,349
===================== =====================
Operating Profit:
Professional Publishing $ 2,592 $ 3,552 $ 6,120 $ 6,543
Printing 827 900 1,190 1,652
All Other (170) (136) (298) (204)
--------------------- ---------------------
Total $ 3,249 $ 4,316 $ 7,012 $ 7,991
===================== =====================
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 1998 Annual Report to security holders, hereby incorporated by
reference. This interim report is intended to provide an update of the
disclosures contained in the 1998 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.
<PAGE>10
-10-
RESULTS OF OPERATIONS
- ---------------------
Twenty-four weeks 1999 compared to twenty-four weeks 1998
- ---------------------------------------------------------
BNA's financial performance through the second quarter of 1999 yielded
mixed results. Revenues, non-operating income, and earnings per share were up
over last year's comparable figures. Higher expenses, however, resulted in lower
operating profit and net income.
Consolidated revenues of $123.9 million were up 3.9 percent over the prior
year, reflecting growth in both of BNA's major operating segments. Operating
expenses increased 5.1 percent, resulting in a 12.3 percent decline in operating
profit. Net income was $7.8 million, a 2.4 percent decrease compared to 1998.
However, per-share earnings were up slightly to $.95, reflecting fewer
outstanding shares.
Professional Publishing revenues rose 3.8 percent over the same period of
1998. IOMA revenues grew over 29 percent due to new products and an acquisition.
Tax Management revenues rose nearly 9 percent as a result of strong new
subscription and Software sales. Parent revenues were up just 0.5 percent due in
part to lower Books sales this year compared to last year. Publishing operating
expenses were up 4.5 percent, due in part to higher royalties related to new
products, and higher employment and consulting expenses. Operating expenses
continue to reflect substantial spending for Y2K remediation projects. In
addition, IOMA has incurred significantly higher marketing expenses related to
its new products. Operating profit for the Publishing segment decreased 6.5
percent.
Printing segment total revenues were up 4.6 percent over 1998, reflecting
an 11.9 percent increase in revenues from external customers, but a 3.1 percent
decline in intersegment revenues. Sales to external customers have increased due
to increased business from existing customers and to the addition of new
customers. Intersegment revenues are expected to continue to decline as
Publishing segment subscribers migrate from print to electronic products.
Operating expenses were up 8.6 percent due to higher operating expenses related
to increased volume. Operating profit declined to $1.2 million compared to $1.7
million achieved last year.
Non-operating income was $666,000 higher in 1999 due a gain on a sale of a
publication; investment income and interest expense were essentially unchanged
compared to last year. Comprehensive income, which combines net income with
changes in unrealized gains and losses on investment securities, was down $2
million. The decline in unrealized gains on investment securities was primarily
due to higher interest rates, which inversely affected the value of fixed-income
securities.
Twelve weeks ended June 19,1999 compared to twelve weeks ended June 20, 1998.
- -----------------------------------------------------------------------------
Consolidated revenues grew 3.2 percent, while operating expenses were up
5.4 percent. The revenue and expense factors mentioned above also affected
second quarter comparisons. Operating profit was down 24.7 percent, net income
declined 5.8 percent, and earnings per share was off 1.9 percent.
<PAGE>11
-11-
Year 2000 Readiness
- -------------------
The Year 2000 (Y2K) readiness issue concerns the inability of older
computer programs to properly recognize a date using "00" for the applicable
year as the year 2000 rather than the year 1900. This could result in
miscalculations, system failures, or other business disruptions. The Company has
projects underway to address Y2K readiness of its products and internal systems,
and with material third parties.
The Company has inventoried and assessed all major categories of
information technology systems (i.e. electronic products and publishing and
business systems) and non-information technology systems (i.e., equipment with
embedded microprocessors such as elevators, phones and copiers) in use by the
Company. With respect to its information technology systems, the Company has
been replacing its business and publishing systems for the last several years.
The various business systems are either in the process of being renovated (which
proceeds on schedule) or have completed renovation and are in the Y2K
validation-testing phase. Most of the publishing systems have been renovated and
are in the validation phase. In addition, the Company has many products that are
delivered in an electronic format, such as CD-ROM, diskette, e-mail, or via the
Web, representing over one-third of consolidated revenues. As a result of
validation testing, the Company is confident that its products, and the
third-party software used to create, use, and/or deliver those products, are Y2K
ready (or will be with only minor adjustments). With respect to its
non-information technology systems, the major systems have been tested and have
been found to be compliant. Validation of all areas as to the integrity of the
Company's Y2K readiness is expected to be completed by late 1999. Although there
is still much to accomplish, the efforts are proceeding on schedule. The Company
expects to have all products and all internal mission-critical information
technology and non-information technology systems Y2K ready by early in the
fourth quarter, 1999.
The Company has communicated with its key suppliers, including financial
institutions and other data interface sources, to assess the potential impact on
the Company's operations if those third parties fail to become Y2K compliant in
a timely manner. Based on these discussions, the Company believes that those
interface sources will be compliant, but risk assessments, action steps and
contingency plans related to significant third party relationships are in
process and are expected to be completed by September 1999.
The cost in 1999 to replace business systems with Y2K ready systems, and
for testing to ensure that the publishing systems and products are also ready,
is expected to be $2.4 million. The cost to remediate other business systems is
expected to be $3.3 million. Of these amounts, an estimated $1.9 million for
software will be capitalized. Through the second quarter of 1999, Y2K
expenditures have amounted to $3 million, of which $1.4 million has been
capitalized.
The Company's readiness projects also include the development of
contingency plans to protect its business and operations from Y2K-related
interruptions. These plans are in process and should be complete by September
1999 and, by way of examples, may include back-up procedures, identification of
alternate suppliers, where practical, and increases in inventory levels. Based
upon the Company's current assessment of its non-information technology systems,
the Company does not believe it necessary to develop an extensive contingency
plan for those systems. There can be no assurances, however, that all of the
Company's contingency plans will be sufficient to handle all problems or issues
that may arise.
<PAGE>12
-12-
The Company believes that it is taking reasonable steps to identify and
address those matters that could cause serious interruptions in its business and
operations due to Y2K issues. However, delays in the implementation of new
systems, a failure to fully identify all computations which are year dependent
in the Company's systems or in the systems of its material suppliers, a failure
of such suppliers to adequately address their respective Y2K issues, or a
failure of a contingency plan, could have a material adverse effect on the
Company's business, financial condition and results of its operations. The
Company believes the most reasonably likely worst case scenario may be that the
failure of a supplier, including an energy supplier, to be Y2K ready could lead
to the temporary disruption in the production of some of the Company's products,
resulting in lost revenues and profits.
Financial Position
- ------------------
Cash provided from operating activities was $15.3 million in the first
twenty-four weeks of 1999, slightly lower than recorded for the first
twenty-four weeks of 1998. Customer receipts increased 6.0 percent and operating
expenditures increased 6.9 percent from 1998.
Cash provided from investing activities netted to $9.2 million, reflecting
a $15.6 million transfer of investments to cash equivalents, and $0.5 million
received for sales of assets, less spending of $3.6 million for capitalized
software costs, $2.2 million for publishing assets, and $1.1 million for other
capital expenditures.
The Company received $2.7 million in cash from the sale of stock to
employees and repurchased $5.4 million of stock. Cash dividends paid out to
stockholders amounted to $5.3 million.
With nearly $144 million in cash and investment portfolios, the financial
position and liquidity of the Company remains very strong. Since subscription
monies are collected in advance, cash flows from operations, along with existing
financial reserves and proceeds from the sales of capital stock, have been
sufficient in past years to meet all operational needs, new product
introductions, debt repayments, most capital expenditures, and, in addition,
provide funds for dividend payments and the repurchase of stock tendered by
shareholders. Should more funding become necessary or desirable in the future,
the Company has substantial debt capacity based on its operating cash flows and
real estate equity.
<PAGE>13
-13-
PART II
Item 1 Legal Proceedings
There were no material legal proceedings during the first twenty-four
weeks of 1999.
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
See Form 10-Q for the quarter ended March 27, for the results of
the election of directors held at the annual meeting for stockholders on
April 17, 1999.
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 June 19, 1999.
<PAGE>14
-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.
The Bureau of National Affairs, Inc.
------------------------------------
Registrant
08/03/99 s/Paul N. Wojcik
- ---------- ------------------------------------
Date Paul N. Wojcik
President and Chief Executive Officer
08/03/99 s/George J. Korphage
- ---------- -----------------------------------
Date George J. Korphage
Vice President and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S><C>
<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 June 19, 1999 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-19-1999
<CASH> 31,669
<SECURITIES> 6,211
<RECEIVABLES> 34,560
<ALLOWANCES> 1,457
<INVENTORY> 4,848
<CURRENT-ASSETS> 101,500
<PP&E> 112,943
<DEPRECIATION> 70,330
<TOTAL-ASSETS> 317,264
<CURRENT-LIABILITIES> 155,484
<BONDS> 14,000
0
0
<COMMON> 11,912
<OTHER-SE> 59,639
<TOTAL-LIABILITY-AND-EQUITY> 317,264
<SALES> 123,903
<TOTAL-REVENUES> 123,903
<CGS> 68,838
<TOTAL-COSTS> 68,838
<OTHER-EXPENSES> 48,053
<LOSS-PROVISION> 251
<INTEREST-EXPENSE> 394
<INCOME-PRETAX> 11,365
<INCOME-TAX> 3,604
<INCOME-CONTINUING> 7,761
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,761
<EPS-BASIC> 0.95
<EPS-DILUTED> 0.95
</TABLE>
