SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________
Form 10-Q
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarterly Period Ended June 30, 1995
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 0-8615
BUSINESS RECORDS CORPORATION HOLDING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 75-1533071
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1111 West Mockingbird Lane, Suite 1400, Dallas, Texas 75247
(Address of principal executive including zip code)
Registrant's telephone number, including area code (214) 688-1800
None
Former name, former address and former fiscal year, if changed since last report
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at June 30, 1995
Common Stock 6,289,533
$.10 Par Value
<PAGE>
BUSINESS RECORDS CORPORATION HOLDING COMPANY
INDEX
PAGE
Part I. Financial Information
Consolidated Condensed Balance
Sheets - June 30, 1995 and
December 31, 1994 P-1
Consolidated Condensed Statements of
Income - Three Months Ended June 30,
1995 and 1994 P-2
Consolidated Condensed Statements of
Income - Six Months Ended June 30,
1995 and 1994 P-3
Consolidated Condensed Statements of
Cash Flows - Six Months Ended June 30,
1995 and 1994 P-4
Notes to Consolidated Condensed Financial
Statements P-5
Management's Discussion and Analysis P-7
Part II. Other Information P-9
<PAGE>P-1
PART I. FINANCIAL INFORMATION
BUSINESS RECORDS CORPORATION HOLDING COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
June 30, December 31,
1995 1994
ASSETS
Current assets:
Cash and cash equivalents. . . . . . . . $ 315,000 $ 21,921,000
Short-term marketable securities . . . . 31,762,000 14,688,000
Accounts and notes
receivable, net . . . . . . . . . . . . 27,530,000 26,108,000
Inventories (Note 4) . . . . . . . . . . 10,702,000 5,953,000
Deferred tax asset . . . . . . . . . . . 6,656,000 6,856,000
Other current assets . . . . . . . . . . 1,199,000 938,000
Total current assets . . . . . . . . . 78,164,000 76,464,000
Property, plant & equipment. . . . . . . 61,592,000 59,279,000
Less accumulated depreciation
& amortization . . . . . . . . . . . . (44,291,000) (41,228,000)
17,301,000 18,051,000
Long-term marketable securities. . . . . 14,956,000 8,278,000
Long-term installment receivables. . . . 6,388,000 6,815,000
Purchased software and
data bases, net . . . . . . . . . . . . 2,643,000 2,883,000
Goodwill and other
intangibles, net. . . . . . . . . . . . 35,283,000 36,399,000
Other assets . . . . . . . . . . . . . . 1,466,000 2,059,000
Total assets . . . . . . . . . . . . . . $156,201,000 $150,949,000
LIABILITIES & SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . $ 4,651,000 $ 3,100,000
Accrued liabilities. . . . . . . . . . . 18,519,000 24,463,000
Current portion of
notes and capital leases. . . . . . . . 1,212,000 1,523,000
Convertible exchangeable notes to
officer/director (Note 6) . . . . . . . --- 1,333,000
Total current liabilities. . . . . . . 24,382,000 30,419,000
Long-term notes and capital leases . . . 796,000 1,361,000
Deferred tax liability . . . . . . . . . 4,324,000 4,574,000
Noncurrent liabilities . . . . . . . . . 27,000 29,000
Shareholders' Equity:
Common stock . . . . . . . . . . . 629,000 606,000
Additional paid-in capital . . . . . . . 54,164,000 50,075,000
Retained earnings. . . . . . . . . . . . 71,879,000 66,765,000
Treasury stock . . . . . . . . . . . . . --- (2,880,000)
Total shareholders' equity . . . . . 126,672,000 114,566,000
Total liabilities and
shareholders' equity. . . . . . . . . . $156,201,000 $150,949,000
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-2
BUSINESS RECORDS CORPORATION HOLDING COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended June 30,
1995 1994
Revenues . . . . . . . . . . . . . . . . $ 32,491,000 $ 36,319,000
Cost of products and services. . . . . . 24,540,000 23,933,000
Selling, general and administrative. . . 5,521,000 6,558,000
30,061,000 30,491,000
Operating profit . . . . . . . . . . . . 2,430,000 5,828,000
Other income (Note 7). . . . . . . . . . 823,000 ---
Interest income net. . . . . . . . . . . 752,000 102,000
Income before income tax . . . . . . . . 4,005,000 5,930,000
Income tax provision . . . . . . . . . . 1,603,000 2,280,000
Net income . . . . . . . . . . . . . . . $ 2,402,000 $ 3,650,000
Earnings per common and
common equivalent share:
Net income. . . . . . . . . . . . . . $ .38 $ .63
Average shares. . . . . . . . . . . . 6,397,000 5,798,000
Earnings per share
assuming full dilution:
Net income . . . . . . . . . . . . . $ .37 $ .60
Average shares . . . . . . . . . . . 6,427,000 6,211,000
Cash dividends per share . . . . . . . . $ --- $ ---
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-3
BUSINESS RECORDS CORPORATION HOLDING COMPANY
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Unaudited)
Six Months Ended June 30,
1995 1994
Revenues . . . . . . . . . . . . . . . . $ 64,946,000 $ 68,673,000
Cost of products and services. . . . . . 47,767,000 46,139,000
Selling, general and administrative. . . 10,957,000 11,955,000
58,724,000 58,094,000
Operating profit . . . . . . . . . . . . 6,222,000 10,579,000
Other income (Note 7). . . . . . . . . . 823,000 ---
Interest income net. . . . . . . . . . . 1,478,000 48,000
Income before income tax . . . . . . . . 8,523,000 10,627,000
Income tax provision . . . . . . . . . . 3,409,000 4,253,000
Net income . . . . . . . . . . . . . . . $ 5,114,000 $ 6,374,000
Earnings per common and
common equivalent share:
Net income. . . . . . . . . . . . . . $ .81 $ 1.12
Average shares. . . . . . . . . . . . 6,320,000 5,684,000
Earnings per share
assuming full dilution:
Net income . . . . . . . . . . . . . $ .80 $ 1.06
Average shares (Note 5). . . . . . . 6,431,000 6,212,000
Cash dividends per share . . . . . . . . $ --- $ ---
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-4
BUSINESS RECORDS CORPORATION HOLDING COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<S> <C> <C>
Six Months Ended June 30,
1995 1994
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 5,114,000 $ 6,374,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization. . . . . . . . . . . . . . 5,518,000 5,172,000
Loss on sale of assets . . . . . . . . . . . . . . . . . --- 3,000
Changes in assets and liabilities:
(Increase) decrease in accounts receivable . . . . . . (1,576,000) (468,000)
(Increase) decrease in inventories . . . . . . . . . . (4,749,000) (1,114,000)
(Increase) decrease in other assets. . . . . . . . . . 407,000 396,000
Increase (decrease) in accounts payable. . . . . . . . 1,552,000 266,000
Increase (decrease) in other liabilities . . . . . . . (251,000) 1,574,000
Increase (decrease) in accrued liabilities . . . . . . (4,503,000) (241,000)
Total adjustments. . . . . . . . . . . . . . . . . . . . (3,602,000) 5,588,000
Net cash provided by operating activities. . . . . . . . . . 1,512,000 11,962,000
Cash flows from investing activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . (3,078,000) (3,751,000)
Marketable securities. . . . . . . . . . . . . . . . . . . (23,962,000) (4,680,000)
Proceeds from notes associated with
the sale of business units . . . . . . . . . . . . . . . --- 40,000
Proceeds from sale of assets . . . . . . . . . . . . . . . --- ---
Additions to installment receivables . . . . . . . . . . . (712,000) (1,961,000)
Proceeds from installment receivables. . . . . . . . . . . 1,314,000 651,000
Net cash (used in) provided by
investing activities. . . . . . . . . . . . . . . . . . . . (26,438,000) (9,701,000)
Cash flows from financing activities:
Principal payments on notes and capital leases . . . . . . (876,000) (723,000)
Issuance of common stock . . . . . . . . . . . . . . . . . 4,800,000 7,335,000
Repurchases of stock and other . . . . . . . . . . . . . . (604,000) (6,952,000)
Net cash provided by financing activities. . . . . . . . . . 3,320,000 (340,000)
Increase (decrease) in cash and cash equivalents . . . . . . (21,606,000) 1,921,000
Cash and cash equivalents at beginning of period . . . . . . $21,921,000 $18,006,000
Cash and cash equivalents at end of period . . . . . . . . . $ 315,000 $19,927,000
</TABLE>
Supplemental disclosures -- Cash payments during the first six months of 1995
for income taxes and interest were $4,013,000 and $221,000, respectively. Cash
payments during the first six months of 1994 for income taxes and interest
were $251,000 and $872,000, respectively.
See accompanying Notes to the Consolidated Condensed Financial Statements.
<PAGE>P-5
BUSINESS RECORDS CORPORATION HOLDING COMPANY
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. The interim consolidated condensed financial statements included herein
have been prepared by Business Records Corporation Holding Company (the
"Company"), without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements have been condensed
or omitted pursuant to such rules and regulations. These consolidated
condensed financial statements should be read in conjunction with the
consolidated financial statements and related notes contained in the
Company's 1994 annual report on Form 10-K. In the opinion of management,
the consolidated condensed financial statements contain all adjustments
necessary to present fairly the financial position as of June 30, 1995 and
the results of operations for the three and six months ended June 30,
1995 and 1994, and cash flows for the six months ended June 30, 1995 and
1994. These adjustments include recurring accruals and a pro rata portion
of certain estimated expenses. Management believes that the procedures
followed in preparing these consolidated condensed financial statements
are reasonable under the circumstances, but the accuracy of the amounts in
the financial statements are in some respects dependent upon facts that
will exist and procedures that will be performed by the Company later in
the fiscal year. The significant area that could be affected by future
developments is as follows:
Physical Inventories - The Company takes physical inventory at interim
times during the fiscal year. Management believes that the costs of
taking a physical inventory more frequently would considerably exceed the
benefit. Accordingly, the amounts shown for inventories at June 30, 1995
have been determined from the Company's regular accounting system.
However, the Company expects no significant quarterly adjustments will
arise when the next physical inventory is taken.
2. The provision for income tax is based on the estimated annual rate.
Certain reclassifications between current income tax and deferred income
tax may be necessary at December 31, 1995 to reflect the annual
computation of differences between book and tax income.
3. The results of operations for the three months ended June 30, 1995 are not
necessarily indicative of the results to be expected for the full year.
4. Inventories consist of the following:
June 30, December 31,
1995 1994
Finished goods . . . . . . . . . . $ 4,424,000 $ 2,779,000
Work in progress . . . . . . . . . 2,639,000 1,355,000
Raw materials and supplies . . . . 3,639,000 1,819,000
Net inventories. . . . . . . . . . $10,702,000 $ 5,953,000
5. Earnings per share, assuming full dilution, for the six months ended
June 30, 1995 is computed based on shares issued upon conversion of a
note to a officer/director and the weighted average number of common and
common equivalent shares outstanding for a total of 6,431,000 shares. In
addition, for purposes of computing earnings per share, interest expense
on the convertible note is added back to income, net of tax, in the amount
of $20,000.
<PAGE>P-6
6. On March 31, 1995, pursuant to the terms of the Company's 10,000,000 10%
Convertible Exchangeable Notes (the "Notes"), the holder of the Notes, an
officer/director of the Company, converted $1.3 million of the Notes into
95,238 shares of the Company's common stock.
7. During the second quarter of 1995, the Company settled its lawsuit with
Claude Morgan Lewenz. The case, styled "Claude Morgan Lewenz v. DLH/INE
Corporation, Business Records Corporation, Hall and McChesney, Inc. and
Cronus Industries, Inc. was scheduled for retrial in June of 1995. The
Company had previously established a reserve consistent with the original
judgement awarded to the plaintiff and associated legal expenses. As a
result of the settlement, the Company has recorded, as other income,
$823,000 in the current period.
<PAGE>P-7
MANAGEMENT'S DISCUSSION AND ANALYSIS
Three Months Ended June 30, 1995
Revenues for the second quarter were $3.8 million, or 11%, lower than those
reported during the same period last year. This decrease relates primarily to
reduced sales of election products and, to a lessor extent, decreases in
revenues associated with governmental records management services. The
Company's revenues from technology outsourcing services increased over the same
period during the previous year.
Revenues from election products decreased by $3.5 million, or 32%, when
compared to the previous year. Decreases in revenues from ballots and election
supplies constituted the majority of this reduction in revenues. A
significant portion of the Company's revenues from election products and
services are subject to a two-year business cycle. Due to a lower amount of
nationwide public election activity, revenues from these products and services
are typically lower in odd-numbered "non-election" years, such as 1995, as
opposed to even-numbered "election" years, such as 1994.
Primarily due to decreased nationwide real estate transaction volumes as
compared to the previous year, the Company's revenues from governmental records
management services decreased $1.0 million, or 15%, as compared to the same
period during 1994. Absent currently unforeseen changes or events, or other
factors, the Company expects this comparative performance to continue for the
remainder of the current year.
Revenues from technology outsourcing services increased by $0.7 million, or 4%,
as compared to the same period last year. The majority of this increase
relates to new governmental outsourcing business.
The Company's gross margin decreased from 34% during 1994 to 24% during the
second quarter of the current year. This decrease relates primarily to reduced
utilization of fixed and overhead expenses associated with the decline in the
Company's revenues from election products. Additionally, the Company has
increased its expenditures for development of specialized election software and
hardware associated with products anticipated to be sold during the upcoming
presidential election year.
Selling, general and administrative expenses declined from $6.6 million during
the second quarter of 1994 to $5.5 million during the second quarter of the
current year. This decline relates both to reduced commission expenditures
associated with lower revenues as well as the fact that the Company had taken a
charge to earnings during the second quarter of the previous year associated
with several software licenses and proprietary software packages.
During the quarter, the Company's earnings were favorably affected by the
settlement of an outstanding lawsuit (See Note 7 to the Consolidated Financial
Statements). As a result of the settlement, the Company recorded $823,000 as
other income during the quarter.
Six Months Ended June 30, 1995
Year-to-date revenues were $3.7 million, or 5%, lower than those of the same
period during the previous year. For reasons similar to those described above
concerning the Company's second quarter results, this revenue decrease relates
primarily to the natural "non-election" year decline of the Company's election
business, and secondarily to a decline in the Company's revenues from
governmental records management services.
<PAGE>P-8
For the first half of the year, revenues from election products and services
were $5.0 million, or 27%, lower than those of the previous year. These
decreases were due to reduced sales of election ballots and supplies.
The Company's revenues from governmental records management services were $1.8
million, or 15%, lower when compared to the first six months of the previous
year. As discussed above, this decrease relates primarily to lower nationwide
real estate transaction volumes as compared to the first half of 1994.
Revenues from technology outsourcing services increased by $2.2 million over
the previous year, or 7%. These increases relate to new contracts with
healthcare and governmental outsourcing clients.
During the first six months of the year, the Company's inventories have
increased by $4.7 million. This increase relates to the Company's manufacture
of election systems in anticipation of sales during the latter part of 1995 and
early 1996.
The Company's gross margin decreased from 33% during the first half of 1994 to
26% during the first half of the current year. As discussed above, this
decrease relates primarily to lower utilization of the Company's fixed and
overhead expenses associated with reduced revenues from election products and
services. Sales, general and administrative expenses as a percent of revenue
remained consistent with that of the previous year.
The Company has reported an increase of $1.4 million in interest income, net of
interest expenses, as compared to the first six months of the previous year.
This relates primarily to increases in the Company's retained cash and
investment balances and secondarily to increases in nationwide interest rates
as compared to the previous year.
Liquidity and Capital Resources
At June 30, 1995, the Company had net working capital (total current assets
minus total current liabilities) of $53.8 million. This represents an increase
of $7.7 million as compared to the Company's working capital as of December 31,
1994. The Company's total current assets were 3.2 times total current
liabilities. Additionally, the Company currently anticipates continuing
positive cash flows from operations and additions to capital associated with
stock option exercises. As such, the Company believes its cash and investment
balances are sufficient to meet currently foreseeable working capital
commitments. The Company does not maintain an active line of credit.
<PAGE>P-9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
During the quarter ended June 30, 1995, the Company settled the previously
disclosed proceedings styled Claude Morgan Lewenz v. DLH/INE Corporation,
Business Records Corporation, Hall & McChesney, Inc. and Cronus
Industries, Inc. Such claim was pending in the United States District
Court for the District of Connecticut. In such litigation, the plaintiff
had asserted claims of breach of contract, fraud, unjust enrichment and
tortious interference allegedly arising out of the termination of this
former independent sales representative's contract with DLH/INE, which was
acquired by the Company in December 1987. The matter was settled on May
25, 1995, and a stipulation of the parties dismissing the action with
prejudice was entered with the court on May 31, 1995. The disposition of
this matter will not have any material adverse effect on the Company.
Item 4. Submission of Matters to a Vote of Security Holders
An annual meeting of the stockholders of the Company was held on May 17,
1995. At the meeting, the stockholders, elected five persons to serve as
directors until the next annual meeting of stockholders, and approved
amendments of the 1993 Stock Option Plan of the Company to increase the
number of shares issuable under the Plan to 2,100,000 shares of common
stock. The table below sets forth the Number of Votes Cast For,
Against/Withheld, as well as the Number of Abstentions and Nonvotes, as to
each such matter, including a separate tabulation with respect to each
nominee for office.
Number Number of
of Votes Number of Votes Abstention
Matter Voted Upon Cast For Against/Withheld and Nonvotes
A. Nominees for Director:
Perry Esping 5,348,850 212,608 -0-
L.D. Brinkman 5,348,840 212,618 -0-
Robert E. Masterson 5,348,368 213,090 -0-
David H. Monnich 5,347,501 213,957 -0-
Paul T. Stoffel 5,348,812 212,646 -0-
B. Amendments to Stock
Option Plan: 4,209,856 510,132 841,470
<PAGE>P-10
Item 6. Exhibits and Reports on Form 8-K
A. Exhibits
11. Computation of Earnings per Share
a. For the Three Months Ended June 30, 1995 and 1994.
b. For the Six Months Ended June 30, 1995 and 1994.
27. Financial Data Schedule for the Six Months Ended June 30, 1995.
(Pursuant to Item 601(c)(iv) of Regulation S-X, the Financial Data
Schedule is not deemed to be "filed" for purpose of Section 11 of
the Securities Act of 1933, as amended, or Section 18 of the
Securities Exchange Act of 1934, as amended.)
B. Reports on Form 8-K
During the three and six months ended June 30, 1995, the Company did not
file a current report on Form 8-K.
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.
BUSINESS RECORDS CORPORATION
HOLDING COMPANY
(Registrant)
By
Date: August 14, 1995 /s/ P. E. Esping
P. E. Esping
Chairman, Chief Executive Officer
and Director (Principal Executive
Officer)
Date: August 14, 1995 /s/ Thomas E. Kiraly
Thomas E. Kiraly
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
<PAGE>P-11
EXHIBIT 11a
BUSINESS RECORDS CORPORATION HOLDING COMPANY
COMPUTATION OF EARNINGS PER SHARE
Three Months Ended June 30,
1995 1994
Primary:
Net income . . . . . . . . . . . . . . $2,402,000 $3,650,000
Weighted average number of shares
outstanding . . . . . . . . . . . . . 6,238,000 5,543,000
Additional weighted average
shares from assumed exercise of
dilutive stock options, net of
shares assumed to be repurchased
with proceeds at average market
price during the period . . . . . . . 159,000 255,000
6,397,000 5,798,000
Primary earnings per share . . . . . . $ .38 $ .63
Assuming full dilution:
Net income . . . . . . . . . . . . . . $2,402,000 $3,650,000
Add interest expense on
convertible notes and
debentures, net of tax. . . . . . . . --- 86,000
Adjusted net income . . . . . . . $2,402,000 $3,736,000
Weighted average number of
shares outstanding. . . . . . . . . . 6,238,000 5,543,000
Additional weighted average
shares from assumed exercise of
dilutive stock options, net of
shares assumed to be repurchased
with proceeds at the greater of
average market price during the
period or period end market price . . 189,000 255,000
Additional weighted average shares
from assumed conversion of notes
and conversion of debentures. . . . . --- 413,000
6,427,000 6,211,000
Fully diluted earnings per share . . . $ .37 $ .60
<PAGE>P-12
EXHIBIT 11b
BUSINESS RECORDS CORPORATION HOLDING COMPANY
COMPUTATION OF EARNINGS PER SHARE
Six Months Ended June 30,
1995 1994
Primary:
Net income . . . . . . . . . . . . . . $5,114,000 $6,374,000
Weighted average number of shares
outstanding . . . . . . . . . . . . . 6,148,000 5,374,000
Additional weighted average
shares from assumed exercise of
dilutive stock options, net of
shares assumed to be repurchased
with proceeds at average market
price during the period . . . . . . . 172,000 310,000
6,320,000 5,684,000
Primary earnings per share . . . . . . $ .81 $ 1.12
Assuming full dilution:
Net income . . . . . . . . . . . . . . $5,114,000 $6,374,000
Add interest expense on
convertible notes and
debentures, net of tax. . . . . . . . 20,000 222,000
Adjusted net income . . . . . . . $5,134,000 $6,596,000
Weighted average number of
shares outstanding. . . . . . . . . . 6,148,000 5,374,000
Additional weighted average
shares from assumed exercise of
dilutive stock options, net of
shares assumed to be repurchased
with proceeds at the greater of
average market price during the
period or period end market price . . 188,000 310,000
Additional weighted average shares
from assumed conversion of notes
and conversion of debentures. . . . . 95,000 528,000
6,431,000 6,212,000
Fully diluted earnings per share . . . $ .80 $ 1.06
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Form 10Q financial statements filed for the period ending June 30, 1995 and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<CASH> 315
<SECURITIES> 31762
<RECEIVABLES> 27530
<ALLOWANCES> 0
<INVENTORY> 10702
<CURRENT-ASSETS> 78164
<PP&E> 17301
<DEPRECIATION> 0
<TOTAL-ASSETS> 156201
<CURRENT-LIABILITIES> 24382
<BONDS> 796
<COMMON> 629
0
0
<OTHER-SE> 126043
<TOTAL-LIABILITY-AND-EQUITY> 156201
<SALES> 0
<TOTAL-REVENUES> 64946
<CGS> 0
<TOTAL-COSTS> 47767
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8523
<INCOME-TAX> 3409
<INCOME-CONTINUING> 5114
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5114
<EPS-PRIMARY> 0.81
<EPS-DILUTED> 0.80
</TABLE>
