<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED DECEMBER 30, 1994
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: 1-7598
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER:
VARIAN ASSOCIATES, INC.
<TABLE>
<S> <C>
STATE OR OTHER JURISDICTION IRS EMPLOYER
INCORPORATION OR ORGANIZATION: IDENTIFICATION NO.:
DELAWARE 94-2359345
</TABLE>
Address of principal executive offices:
3050 Hansen Way, Palo Alto, California 94304-1000
Telephone No., including area code:
(415) 493-4000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
<TABLE>
<CAPTION>
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- ---------------------
<S> <C>
Common Stock, New York Stock Exchange
$1 par value Pacific Stock Exchange
Preferred Stock New York Stock Exchange
Purchase Rights Pacific Stock Exchange
</TABLE>
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. YES X NO
--- ---
An index of exhibits filed with this Form 10-Q is located on page 13.
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of January 27, 1995: 33,714,000 shares of
$1 par value common stock.
<PAGE> 2
PART 1. FINANCIAL INFORMATION
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF EARNINGS
UNAUDITED
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
-----------------------------
(DOLLARS IN THOUSANDS DECEMBER 30, DECEMBER 31,
EXCEPT PER SHARE AMOUNTS) 1994 1993
------------ ------------
<S> <C> <C>
SALES $401,127 $323,750
-------- --------
OPERATING COSTS AND EXPENSES
Cost of sales 271,044 219,645
Research and development 21,580 18,425
Marketing 47,094 41,707
General and administrative 27,539 24,097
-------- --------
TOTAL OPERATING COSTS AND EXPENSES 367,257 303,874
-------- --------
OPERATING EARNINGS 33,870 19,876
Interest expense, net 930 1,062
-------- --------
EARNINGS BEFORE TAXES 32,940 18,814
Taxes on earnings 12,190 7,150
-------- --------
NET EARNINGS $ 20,750 $ 11,664
======== ========
AVERAGE SHARES OUTSTANDING INCLUDING
COMMON STOCK EQUIVALENTS (1) 34,981 35,644
======== ========
EARNINGS PER SHARE - FULLY DILUTED (1) $ 0.59 $ 0.33
======== ========
Dividends Declared Per Share (1) $ 0.06 $ 0.05
Order Backlog 864,600 737,500
</TABLE>
(1) Note: Prior period restated for two-for-one stock split effected in the
form of a stock dividend in Q2 FY94.
See accompanying notes to the consolidated financial statements.
-2-
<PAGE> 3
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEETS
UNAUDITED
<TABLE>
<CAPTION>
DECEMBER 30, SEPTEMBER 30,
(DOLLARS IN THOUSANDS EXCEPT PAR VALUES) 1994 1994
------------ -------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 77,398 $ 78,872
Accounts receivable 327,564 338,448
Inventories
Raw materials and parts 125,811 104,212
Work in process 69,084 60,296
Finished goods 23,693 14,668
---------- ---------
Total Inventories 218,588 179,176
Other current assets 79,829 72,243
---------- ---------
TOTAL CURRENT ASSETS 703,379 668,739
Property, Plant, and Equipment 585,702 574,402
Accumulated depreciation and amortization (349,061) (339,082)
---------- ---------
NET PROPERTY, PLANT, AND EQUIPMENT 236,641 235,320
Other Assets 60,055 58,364
---------- ---------
TOTAL ASSETS $1,000,075 $ 962,423
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable $ 46,413 $ 4,816
Accounts payable - trade 78,475 78,094
Accrued expenses 234,003 248,751
Product warranty 42,447 41,682
Advance payments from customers 63,626 58,440
---------- ---------
TOTAL CURRENT LIABILITIES 464,964 431,783
Long-Term Debt 60,334 60,399
Deferred Taxes 20,759 20,788
---------- ---------
TOTAL LIABILITIES 546,057 512,970
---------- ---------
STOCKHOLDERS' EQUITY
Preferred stock
Authorized 1,000,000 shares, par value $1, issued none - -
Common stock
Authorized 99,000,000 shares, par value $1, issued and outstanding
33,733,000 shares at December 30,1994 and 33,979,000 shares at
September 30, 1994 33,733 33,979
Retained earnings 420,285 415,474
---------- ---------
TOTAL STOCKHOLDERS' EQUITY 454,018 449,453
---------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,000,075 $ 962,423
========== =========
</TABLE>
See accompanying notes to the consolidated financial statements.
-3-
<PAGE> 4
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
---------------------------
DECEMBER 30, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1994 1993
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Cash Used by Operating Activities $ (5,776) $(13,175)
INVESTING ACTIVITIES
Purchase of property, plant, and equipment (12,135) (8,788)
Purchase of businesses, net of cash acquired (9,995) 250
Other, net 708 (136)
-------- --------
Net Cash Used by Investing Activities (21,422) (8,674)
FINANCING ACTIVITIES
Net borrowings on short-term obligations 41,597 23,301
Purchase of common stock (18,936) (14,406)
Other, net 2,686 3,755
-------- --------
Net Cash Provided by Financing Activities 25,347 12,650
EFFECTS OF EXCHANGE RATE CHANGES ON CASH 377 588
-------- --------
Net Decrease in Cash and Cash Equivalents (1,474) (8,611)
Cash and Cash Equivalents at Beginning of Period 78,872 73,307
-------- --------
Cash and Cash Equivalents at End of Period $ 77,398 $ 64,696
======== ========
</TABLE>
See accompanying notes to the consolidated financial statements.
-4-
<PAGE> 5
VARIAN ASSOCIATES, INC. AND SUBSIDIARY COMPANIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unaudited
(Dollars in Millions)
NOTE 1: The consolidated financial statements include the
accounts of Varian Associates, Inc. and its
subsidiaries and have been prepared by the
Company, pursuant to the rules and regulations of
the Securities and Exchange Commission. 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 such rules and regulations. It is
suggested that these financial statements be read
in conjunction with the financial statements and
the notes thereto included in the Company's
latest Form 10-K annual report. In the opinion
of management, the consolidated financial
statements include all normal recurring
adjustments necessary to present fairly the
information required to be set forth therein.
The results of operations for the first quarter
ended December 30, 1994, and December 31, 1993,
are not necessarily indicative of the results to
be expected for a full year or for any other
periods.
NOTE 2: Inventories are valued at the lower of cost or
market (realizable value) using the last-in,
first-out (LIFO) cost for the U.S. inventories of
the Health Care Systems (except for X-ray Tube
Products), Instruments, and Semiconductor
Equipment segments. All other inventories are
valued principally at average cost.
Approximately half of total gross inventories are
valued using the LIFO method. If the first-in,
first-out (FIFO) method had been used for those
operations valuing inventories on a LIFO basis,
inventories would have been higher than reported
by $49.6 at December 30, 1994, $49.0 at September
30, 1994, $51.4 at December 31, 1993, and $50.8
at October 1, 1993.
NOTE 3: The Company enters into forward exchange
contracts to mitigate the effects of operational
(sales orders and purchase commitments) and
balance sheet exposures to fluctuations in
foreign currency exchange rates. When the
Company's foreign exchange contracts hedge
operational exposure, the effects of movements in
currency exchange rates on these instruments are
recognized in income when the related revenue and
expenses are recognized. When foreign exchange
contracts
5
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
NOTE 3 (Continued)
hedge balance sheet exposure, such effects are
recognized in income when the exchange rate
changes. Because the impact of movements in
currency exchange rates on foreign exchange
contracts generally offsets the related impact on
the underlying items being hedged, these
instruments do not subject the Company to risk
that would otherwise result from changes in
currency exchange rates. At December 30,
1994, the Company had forward exchange contracts
with maturities of twelve months or less to sell
foreign currencies totaling $67.5 million ($3.4
million of Australian dollars, $1.4 million of
Belgian francs, $12.9 million of British pounds,
$2.1 million of Canadian dollars, $14.2 million
of Deutsche marks, $14.7 million of French
francs, $2.3 million of Italian lira, $12.3
million of Japanese yen, $2.4 million of Swedish
krona and $1.8 million of Swiss francs,) and to
buy foreign currencies totaling $41.1 million
($1.0 million of Canadian dollars, $9.1 million
of British pounds and $31.0 million of Japanese
yen).
NOTE 4: In February 1990, a purported class action was
brought by Panache Broadcasting of Pennsylvania,
Inc. on behalf of all purchasers of electron
tubes in the U.S. against the Company and a
joint- venture partner, alleging that the
activities of their joint venture in the
power-grid tube industry violated antitrust laws.
The complaint seeks injunctive relief and
unspecified damages which may be trebled under
the antitrust laws. In February 1993, the U.S.
District Court in Chicago granted the Company's
motion to dismiss the complaint with leave to
amend. Panache Broadcasting filed an amended
complaint in March 1993. A Federal magistrate
has recommended that the court grant in part and
deny in part the Company's motion to dismiss that
complaint. No determination has been made
regarding the plaintiff's request to certify the
purported class. The Company believes that it
has meritorious defenses to the Panache lawsuit.
In addition to the above-referenced matter, the
Company is currently a defendant in a number of
legal actions and could incur an uninsured
liability in one or more of them. In the opinion
of management, the outcome of the above
litigation will not have a material adverse
effect on the financial condition of the Company.
The Company has also been named by the U.S.
Environmental Protection Agency or third parties
as a potentially responsible party under the
Comprehensive Environmental Response Compensation
and Liability Act of 1980, as amended, at six
sites to which Varian is alleged to have shipped
manufacturing waste for disposal. The Company is
also involved in various stages of environmental
investigation and/or remediation under the
direction of, or in consultation with, local
and/or state agencies at certain current or
former Company facilities.
6
<PAGE> 7
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 4 (Continued)
Uncertainty as to (a) the extent to which the
Company caused, if at all, the conditions being
investigated, (b) the extent of environmental
contamination and risks, (c) the applicability
of changing and complex environmental laws, (d)
the number and financial viability of other
potentially responsible parties, (e) the stage
of the investigation and/or remediation, (f) the
unpredictability of investigation and/or
remediation costs (including as to when they
will be incurred), (g) applicable clean-up
standards,(h) the remediation (if any) which
will ultimately be required, and (i) available
technology make it difficult to assess the
likelihood and scope of further investigation or
remediation activities or to estimate the future
costs of such activities if undertaken. In
addition, the Company believes that it has
rights to contribution and/or reimbursement from
financially viable, potentially responsible
parties and/or insurance companies, and has
filed a lawsuit against 36 insurance companies
with respect to most of the above-referenced
sites. The Company has established reserves for
these environmental matters, which reserves
management believes are adequate. Based on
information currently available, management
believes that the costs of these matters are
otherwise not reasonably likely to have a
material adverse effect on the financial
condition of the Company.
NOTE 5: On October 20, 1994, the Company announced that
it will seek a buyer for the Electron Devices
operations. The sale will not go forward unless
the selling price recognizes the increased
profitability and improving value attained in
the business in recent years.
NOTE 6: All share and per share information has been
restated to reflect a two-for-one stock split,
effected in the form of a stock dividend, which
was distributed in March 1994.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS
On January 19, Varian reported record earnings, sales, and orders for
1995's first quarter. The earnings and sales figures set new first-quarter
highs, while orders rose to the best level in the Company's history. Net
earnings for the quarter grew 78%, to $20.8 million, from the $11.7 million
earned in the year-ago period. Earnings per share were $.59 compared to $.33
in 1994, a 79% increase. First-quarter sales of $401 million grew 24% over
the $324 million of a year ago. Backlog of $865 million was 17% above last
year's $738 million, and was $90 million above the final quarter of 1994.
Orders of $494 million climbed 12% above last year's $440 million. Each of
Varian's four core businesses participated in the strong orders growth.
Orders for Health Care Systems were 16% above the prior year's first
quarter. Although this is traditionally the slowest shipment period of the
year for this business, sales climbed 20% on double-digit growth in both
Oncology Systems and X-ray Tube Products. Backlog reached a new high at $310
million, up 5% over a year-ago, and 10% above the previous quarter.
Operating margins grew 36%, from the year-ago period, driven primarily by the
higher revenues from X-ray Tube products. The improved profitability reflects
the increasing demand from Japanese original equipment manufacturers for
several advanced tubes Varian has developed. This side of the business was
expanded during the quarter with the acquisition of Eureka X-ray Tube
Products, which broadened its product line in several key areas. Demand for
Varian's radiation therapy equipment continued to grow on a worldwide basis
due to its cost-effectiveness and efficacy. The Company's multi-year program
to expand its participation in promising health care sectors outside the U.S.
was enhanced with the acquisition of Sopha Eurotubes Services, a French
distributor of Oncology products which also operates an X-ray tube loading
station in that country.
Instruments business orders rose by 7% over the year-ago quarter,
reflecting better demand in all product lines. A particularly strong demand in
North America and a ramp-up in bookings from Pacific Rim countries contributed
to the higher orders total. Backlog remained flat compared to the year-ago
quarter, but was up 18% over 1994's fourth quarter. Sales rose by 2% while
operating margins declined by 4% due to a temporary lag in NMR shipments caused
by material shortages.
Orders for Varian's Semiconductor Equipment business grew 12% over the
year-ago quarter, prior to adjustments for the discontinuance of Tokyo Electron
Limited (TEL) resale activity. Sales rose 60% and backlog was up 56% over
last year's first quarter. Operating margins reached double-digit levels
compared to the modest profit of a year ago with both of the segment's product
lines contributing to the higher earnings. The current orders figures actually
understate the strong interest in Varian Semiconductor Equipment products.
The year-ago orders total included $53 million in equipment made by TEL and
distributed by Varian under an arrangement which ended September 30. The
higher first quarter 1995 orders include only Varian-made systems. A
year-to-year comparison of Semiconductor Equipment orders, excluding TEL
Products, would result in an increase in first quarter orders of 61%. The
demand for the Company's chip-making systems is broad based, with particularly
strong orders received from Pacific Rim customers accounting for over half of
the total volume. However, demand will likely ease back to a more sustainable
level as the year progresses.
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
Orders for the Electron Devices business grew 13% over the year-ago
period due to higher demand for both microwave and power-grid tubes. Sales
rose 8% from the prior year quarter and profitability improved 10% for the same
period. Backlog was essentially the same as in the prior quarter, but up 11%
over the year-ago period.
FINANCIAL CONDITION
The Company's financial condition remained strong during the first quarter of
fiscal 1995. Operating activities consumed cash of $5.8 million in the first
quarter of fiscal 1995 compared to $13.2 million in the same period last year.
Investing activities in the first quarter of fiscal 1995 used $21.4 million,
$10.0 million for the purchase of businesses, and the remainder used mainly for
the purchase of property, plant and equipment. Investing activities in the
same period last year used $8.7 million, mainly for the purchase of property,
plant and equipment. Financing activities provided $25.3 million during 1995
as compared to $12.7 million during 1994. Total debt as a percentage of total
capital decreased to 19.0% at the end of the first quarter of fiscal 1995 as
compared with 20.4% a year ago. The ratio of current assets to current
liabilities decreased to 1.51 to 1 at December 30, 1994, from 1.55 to 1 at
fiscal year end, 1994. The Company has available $50 million in unused
committed lines of credit.
OUTLOOK
Despite the favorable financial results described above, future
revenue and profitability remain difficult to predict. The Company continues
to face various risks associated with its business operations including
uncertain general worldwide economic conditions, lingering worldwide
recessionary conditions, new product acceptance, and uncertainty regarding
possible legislation and private initiatives in the U.S. to control health care
costs. Such conditions could affect the Company's future performance.
On October 20, 1994, the Company announced that it will seek a buyer
for the Electron Devices operations. The sale will not go forward unless the
selling price recognizes the increased profitability and improving value
attained in the business in recent years.
As discussed in the Annual Report Form 10-K for the fiscal year ended
September 30, 1994, the Company is involved in certain environmental matters.
The Company has established reserves for these environmental matters, which
reserves management believes are adequate. Based on information currently
available, management continues to believe that the costs of these matters,
individually or in the aggregate, are otherwise not reasonably likely to have a
material adverse effect on the financial condition or results of operations of
the Company.
9
<PAGE> 10
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Varian Associates, Inc.:
We have reviewed the consolidated balance sheet of Varian Associates, Inc. and
subsidiary companies as of December 30, 1994, and the related consolidated
statements of earnings and the condensed consolidated statements of cash flows
for the quarters ended December 30, 1994 and December 31, 1993. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, the objective of
which is the expression of an opinion regarding the financial statements taken
as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the aforementioned financial statements for them to be in conformity
with generally accepted accounting principles.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
San Jose, California
January 19, 1995
10
<PAGE> 11
PART II. OTHER INFORMATION
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits:
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Exhibit 10.11 Description of Certain Relocation Arrangements between
Registrant and Executive Officers (incorporated herein by
reference to Registrant's Form 10-K for the year ended
October 1, 1993, except that the provision regarding
mortgage assistance for Mr. Aurelio was deleted, effective
January 1, 1995).
Exhibit 11 Computation of Earnings Per Share.
Exhibit 15 Letter Regarding Unaudited Interim Financial Information.
Exhibit 27 Financial Data Schedule
</TABLE>
(b) Reports on Form 8-K:
A report on Form 8-K was filed on October 20, 1994, regarding the
Registrant's announcement that it will seek a buyer for its
Electron Devices operations.
11
<PAGE> 12
SIGNATURE
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.
VARIAN ASSOCIATES, INC.
-----------------------------
Registrant
February 9, 1995
-----------------------------
Date
/s/ Allen K. Jones
-----------------------------
Allen K. Jones
Vice President and Controller
12
<PAGE> 13
INDEX OF EXHIBITS
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<CAPTION>
Exhibit
Number Page
- ------ ----
<S> <C> <C>
10.11 Description of Certain Relocation Arrangements Between Registrant and Executive
Officers (incorporated herein by reference to Registrant's Form 10-K for the
year ended October 1, 1993, except that the provision regarding mortgage
assistance for Mr. Aurelio was deleted, effective January 1, 1995).
11 Computation of Earnings Per Share 14
15 Letter Regarding Unaudited Interim Financial Information 15
27 Financial Data Schedule 16
</TABLE>
13
<PAGE> 1
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE IN ACCORDANCE
WITH INTERPRETIVE RELEASE NO. 34-9083
UNAUDITED
<TABLE>
<CAPTION>
FIRST QUARTER ENDED
----------------------
DEC 30, DEC 31,
(Shares in Thousands) 1994 1993
------- -------
<S> <C> <C>
Actual weighted average shares outstanding for the period (1) 33,869 34,554
Dilutive employee stock options (1) 1,112 1,090
------- -------
Weighted average shares outstanding for the period (1) 34,981 35,644
======= =======
(Dollars in thousands, except per share amounts)
Earnings applicable to fully diluted earnings per share $20,750 $11,664
======= =======
Earnings per share based on SEC interpretive release
No. 34-9083:
Earnings per share - Fully Diluted (1) (2) $ 0.59 $ 0.33
======= =======
</TABLE>
(1) Prior period restated for two-for-one stock split effected in the form of a
stock dividend in March 1994.
(2) There is no significant difference between fully diluted earnings per share
and primary earnings per share.
14
<PAGE> 1
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Varian Associates, Inc.
Registrations on Forms S-8 and S-3
We are aware that our report dated January 19, 1995 on our review of the
interim financial information of Varian Associates, Inc. for the quarter ended
December 30, 1994 included in this Form 10-Q is incorporated by reference in
the Company's registration statements on Forms S-8, Registration Statement
Numbers 33-46000, 33-33661, 33-33660, and 2-95139 and Forms S-8 and S-3,
Registration Statement Number 33-40460. Pursuant to Rule 436(c) under the
Securities Act of 1933 this report should not be considered a part of the
registration statements prepared or certified by us within the meaning of
Sections 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P
San Jose, California
February 8, 1995
15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-29-1995
<PERIOD-START> OCT-1-1994
<PERIOD-END> DEC-30-1994
<CASH> 77,398
<SECURITIES> 0
<RECEIVABLES> 329,982
<ALLOWANCES> 2,418
<INVENTORY> 218,588
<CURRENT-ASSETS> 703,379
<PP&E> 585,702
<DEPRECIATION> 349,061
<TOTAL-ASSETS> 1,000,075
<CURRENT-LIABILITIES> 464,964
<BONDS> 0
<COMMON> 33,733
0
0
<OTHER-SE> 420,285
<TOTAL-LIABILITY-AND-EQUITY> 1,000,075
<SALES> 401,127
<TOTAL-REVENUES> 401,127
<CGS> 271,044
<TOTAL-COSTS> 367,257
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 930
<INCOME-PRETAX> 32,940
<INCOME-TAX> 12,190
<INCOME-CONTINUING> 20,750
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,750
<EPS-PRIMARY> 0
<EPS-DILUTED> 0.59
</TABLE>
