<PAGE>
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 April 3, 1999
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 0-9904
ARDEN GROUP, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 95-3163136
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2020 South Central Avenue, Compton, California 90220
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 638-2842
No Change
- --------------------------------------------------------------------------------
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 the filing
requirements for at least the past 90 days. Yes |X| No |_|
The number of shares outstanding of the registrant's classes of common stock as
of April 3, 1999 was:
2,216,488 of Class A common stock
1,368,984 of Class B common stock
This report contains a total of 14 pages including exhibits.
1
<PAGE>
PART I. FINANCIAL INFORMATION
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
BALANCE SHEETS
<TABLE>
<CAPTION>
(In Thousands)
- ----------------------------------------------------------------------------------------------------------
Assets April 3, 1999 January 2, 1999
(Unaudited)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash $ 19,986 $ 13,647
Marketable securities 19,162 19,524
Accounts and notes receivable, net 4,520 5,454
Inventories 9,875 10,796
Other current assets 1,674 1,865
- ----------------------------------------------------------------------------------------------------------
Total current assets 55,217 51,286
Property for resale or sublease 1,309 1,326
Property, plant and equipment, at cost, less accumulated depreciation
and amortization of $34,856 and $33,489, respectively 38,399 37,759
Other assets 2,778 2,755
- ----------------------------------------------------------------------------------------------------------
Total assets $ 97,703 $ 93,126
- ----------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
- ----------------------------------------------------------------------------------------------------------
Current liabilities:
Accounts payable, trade $ 12,531 $ 11,407
Other current liabilities 13,946 12,825
Current portion of long-term debt 1,314 1,307
- ----------------------------------------------------------------------------------------------------------
Total current liabilities 27,791 25,539
Long-term debt 5,992 6,369
Deferred income taxes 1,485 1,556
Other liabilities 1,416 1,304
- ----------------------------------------------------------------------------------------------------------
Total liabilities 36,684 34,768
- ----------------------------------------------------------------------------------------------------------
Commitments and contingent liabilities
Stockholders' equity:
Common stock, Class A 894 894
Common stock, Class B 342 342
Capital surplus 3,866 3,866
Notes receivable from officer/director (215) (215)
Unrealized gain on available-for-sale securities 96 393
Retained earnings 59,789 56,831
- ----------------------------------------------------------------------------------------------------------
64,772 62,111
Less, treasury stock, at cost 3,753 3,753
- ----------------------------------------------------------------------------------------------------------
Total stockholders' equity 61,019 58,358
- ----------------------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity $ 97,703 $ 93,126
- ----------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
-------------------------------------------------------
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
(In Thousands, Except Share and Per Share Data)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Thirteen Weeks Ended
--------------------
April 3, 1999 April 4, 1998
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Sales $ 78,017 $ 70,294
Cost of sales 46,506 42,080
- ---------------------------------------------------------------------------------------------------------------
Gross profit 31,511 28,214
Delivery, selling, general and administrative expenses 26,690 24,249
- ---------------------------------------------------------------------------------------------------------------
Operating income 4,821 3,965
Interest and dividend income 336 245
Other income (expense), net (8) (125)
Interest expense (157) (201)
- ---------------------------------------------------------------------------------------------------------------
Income from operations, before income taxes 4,992 3,884
Income tax provision 2,034 1,546
- ---------------------------------------------------------------------------------------------------------------
Net income $ 2,958 $ 2,338
----------- -----------
- ---------------------------------------------------------------------------------------------------------------
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) from available-for-sale securities:
Unrealized holding gains (losses) arising during the period (297) 258
Reclassification adjustment for gains included in net income 66
- ---------------------------------------------------------------------------------------------------------------
Net unrealized gain (loss), net of income tax expense (benefit)
of $(200) and $216, respectively (297) 324
- ---------------------------------------------------------------------------------------------------------------
Comprehensive income $ 2,661 $ 2,662
=========== ===========
- ---------------------------------------------------------------------------------------------------------------
Basic net income per common share:
Net income $ .83 $ .65
- ---------------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding 3,585,472 3,585,472
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
3
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In Thousands)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Thirteen Weeks Ended
--------------------
April 3, 1999 April 4, 1998
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $ 78,963 $ 71,317
Cash paid to suppliers and employees (69,446) (68,596)
Interest and dividends received 333 248
Interest paid (202) (217)
Income taxes (paid)/refunded (779) 14
- ------------------------------------------------------------------------------------------
Net cash provided by operating activities 8,869 2,766
- ------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (2,029) (682)
Purchases of available-for-sale securities (135) (134)
Sales of available-for-sale securities 250
Proceeds from the sale of property, plant and
equipment, liquor licenses and leasehold
interests 4 56
- ------------------------------------------------------------------------------------------
Net cash used in investing activities (2,160) (510)
- ------------------------------------------------------------------------------------------
Cash flows from financing activities:
Principal payments on long-term debt (308) (330)
Principal payments under capital lease obligations (62) (56)
- ------------------------------------------------------------------------------------------
Net cash used in financing activities (370) (386)
- ------------------------------------------------------------------------------------------
Net increase in cash 6,339 1,870
Cash at beginning of period 13,647 7,099
- ------------------------------------------------------------------------------------------
Cash at end of period $ 19,986 $ 8,969
- ------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
STATEMENTS OF CASHFLOWS, Continued
(In Thousands)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Thirteen Weeks Ended
--------------------
April 3, 1999 April 4, 1998
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Reconciliation of Net Income to Net Cash Provided
by Operating Activities:
Net income $ 2,958 $ 2,338
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 1,408 1,418
Provision for losses on accounts and
notes receivable 22 23
Deferred income taxes (71) 108
Net gain from the disposal of property, plant
and equipment, liquor licenses and early lease
terminations (2) (451)
Realized gains on marketable securities, net 117
Change in assets and liabilities net of effects from investment and
financing activities:
(Increase) decrease in assets:
Accounts and notes receivable 920 1,641
Inventories 921 643
Other current assets 191 256
Other assets (35) 86
Increase (decrease) in liabilities:
Accounts payable and other accrued expenses 2,245 (3,177)
Deferred income taxes on unrealized (gains)/losses 200 (216)
Other liabilities 112 (20)
- ---------------------------------------------------------------------------------------------------------
Net cash provided by operating activities $ 8,869 $ 2,766
- ---------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
5
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ARDEN GROUP, INC. AND CONSOLIDATED SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. Basis of Presentation and Principles of Consolidation
The consolidated financial statements of Arden Group, Inc. (the "Company")
include the accounts of the Company and its direct and indirect
subsidiaries. Intercompany balances and transactions are eliminated. The
Company operates exclusively in the supermarket business.
The accompanying consolidated financial statements for the three months
ended April 3, 1999 and April 4, 1998 have been prepared in accordance
with generally accepted accounting principles ("GAAP"). These financial
statements have not been audited by independent public accountants but
include all adjustments, which in the opinion of management of the
Company, are necessary for a fair presentation of the financial position
and the results of operations for the periods presented. The accompanying
consolidated balance sheet as of January 2, 1999 has been derived from
audited financial statements and, accordingly, does not include all
disclosures required by GAAP as permitted by interim reporting
requirements. The results of operations for the three months ended April
3, 1999 are not necessarily indicative of the results to be expected for
the full year ending January 1, 2000.
Certain prior year amounts have been reclassified to conform to current
year presentation.
2. Marketable Securities
Management determines the appropriate classification of its investments in
marketable securities at the time of purchase and reevaluates such
determination at each balance sheet date. Securities that are bought and
held principally for the purpose of selling them in the near term are
classified as trading securities and unrealized holding gains and losses
are included in earnings. Debt securities for which the Company does not
have the intent or ability to hold to maturity and equity securities are
classified as available-for-sale. Available-for-sale securities are
carried at fair value, with the unrealized gains and losses, net of tax,
reported as a separate component of stockholders' equity.
3. Net Income Per Common Share
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
Per Share," was adopted in the fourth quarter of 1997 and supersedes the
Company's previous standards for computing net income per share under
Accounting Principles Board Opinion No. 15. The new standard requires dual
presentation of net income per common share and net income per common
share assuming dilution on the face of the income statement. Basic net
income per share is computed by dividing the net income attributable to
common stockholders by the weighted average number of common shares
outstanding during the period. The Company does not have any dilutive
shares for the periods presented in the statements of operations and
comprehensive income. The financial statements present basic net income
per share.
6
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
NOTES TO FINANCIAL STATEMENTS, Continued
A four-for-one stock split of each class of the Company's common stock in
the form of a stock dividend was distributed on July 15, 1998 to holders
of record on June 29, 1998. Stockholders received three additional shares
of Class A common stock ("Class A") for each share of Class A held and
three additional shares of Class B common stock ("Class B") for each share
of Class B held. Common stock, capital surplus, and all share and per
share data have been restated to reflect the stock split.
4. Comprehensive Income
SFAS No. 130, "Reporting Comprehensive Income," was adopted during the
first quarter of 1998. The standard establishes guidelines for the
reporting and display of comprehensive income and its components in
financial statements. Comprehensive income includes unrealized gains and
losses on debt and equity securities classified as available-for-sale that
are currently presented as a component of stockholders' equity.
5. Segment Information
In fiscal year 1998, the Company adopted SFAS No. 131, "Disclosures About
Segments of an Enterprise and Related Information." The standard requires
that companies disclose "operating segments" based on the way management
disaggregates the company for making internal operating decisions. The
Company operates exclusively in the supermarket business in the greater
Los Angeles, California area. Consequently, SFAS No. 131 does not result
in any additional reporting requirements for the Company.
6. Impact of Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities." This
statement requires that all derivative instruments be recorded on the
balance sheet at their fair value. Changes in the fair value of
derivatives will be recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is designated as
part of a hedge transaction and, if it is, the type of hedge transaction.
The new rules will be effective the first quarter of 2000. The Company
does not believe that the new standard will have a material impact on the
Company's financial statements.
7
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS
OF OPERATIONS
RESULTS OF OPERATIONS
First Quarter Analysis
Net income in the first quarter of 1999 increased 26.5% to $2,958,000 compared
to $2,338,000 during the first quarter of 1998. Operating income was $4,821,000
in 1999 compared to $3,965,000 in the prior year.
Sales from the Company's 13 supermarkets in the greater Los Angeles area (all of
which were operating in the prior year) were $78,017,000 in the first quarter of
1999. This represents an increase of 11.0% over the first quarter of 1998, when
sales were $70,294,000. Part of the increase resulted from Easter and Passover
sales which occurred in the first quarter of 1999 versus the second quarter of
1998. Sales also continue to improve as the result of a more robust economy in
Southern California, the effect of product pricing decisions and the positive
impact of store remodel activity. In addition, the Northridge store which opened
in November 1997, experienced a 47.9% sales increase over the first quarter of
1998. Although we are encouraged by the sales improvement since the store
opened, they are still below our original projections. We expect sales to
continue to improve as more customers become familiar with Gelson's shopping
experience of superior quality and service and as new tenants are added and
existing tenants in the shopping center become more established. However, the
occurrence of these events does not guarantee that sales at Northridge will
increase to acceptable levels. The foregoing statements concerning the
Northridge store are forward-looking statements and actual future sales are
dependent on a number of factors which may or may not occur including, among
others, the timing and occupancy of the other tenants' spaces, the nature and
success of the other tenants' businesses, the timing and completion of the other
tenants' storefronts and competition from other supermarkets in the trade area.
The Company's gross profit as a percent of sales was 40.4% in the first quarter
of 1999 compared to 40.1% in the same period of 1998. Added controls over
product costs, product pricing decisions and increased buying and promotional
allowances contributed to the increase in margins. Also, the sales mix in 1999
favored higher gross margin categories than in 1998.
Delivery, selling, general and administrative ("DSG&A") expenses as a percent of
sales were 34.2% in the first quarter of 1999 compared to 34.5% in the first
quarter of 1998. DSG&A activity in 1999 reflects continued cost containment
efforts. In 1998, DSG&A reflects a $437,000 pretax gain on the sale of the
Company's Santa Barbara property.
Interest and dividend income was $336,000 in the first quarter of 1999 compared
to $245,000 for the same period in 1998 primarily due to higher average levels
of interest bearing investments in 1999 partially offset by lower average rates
of return.
Interest expense was $157,000 in the first quarter of 1999 compared to $201,000
in the first quarter of 1998 due to lower average levels of fixture financing
debt.
8
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS, Continued
Other income (expense) in 1998 includes losses on the sale of marketable
securities of $117,000.
Statement of Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" requires that unrealized holding
gains and losses for available-for-sale securities be included as a component of
stockholders' equity. Unrealized losses on available-for-sale securities were
$297,000 (net of income tax benefits of $200,000) in the first quarter of 1999
compared to unrealized gains of $324,000 (net of income tax expense of $216,000)
in the first quarter of 1998.
CAPITAL EXPENDITURES/LIQUIDITY
The Company plans to utilize cash-on-hand (including marketable securities) and
cash flow from operations to fund capital expenditures in 1999. Additionally,
the Company has a term loan line of credit totaling $10,000,000 to finance store
fixtures and equipment. At the end of the first quarter of 1999, the outstanding
borrowing on the line was $2,792,000.
The Company also has two revolving lines of credit totaling $12,000,000. There
were no outstanding balances against either of the revolving lines as of April
3, 1999.
In April 1999, the Company entered into an agreement to purchase a store in
Sherman Oaks, California from a major supermarket chain. However, the actual
acquisition, remodel and opening of the supermarket is subject to, among other
things, the completion of the Company's facility, legal, environmental and
economic review.
In the second quarter of 1998, the Company executed a long-term lease agreement
with a developer to build a new Gelson's Market in Beverly Hills, California.
The development and actual opening of the market is subject to, among other
things, necessary governmental approvals and the developer fulfilling certain
conditions.
Year 2000 Issue
The Year 2000 ("Y2K") readiness issue arises from the inability of information
systems, and other time and date sensitive products, equipment and systems, to
properly recognize and process date-sensitive information resulting in system
failures or miscalculations. The Company has made an assessment of the impact of
the Y2K issue on its internal operations and has developed a plan to minimize
any potential business interruption. The plan categorizes the key areas affected
by the Y2K issue as follows: information technology ("IT") systems, non-IT
systems, vendors and customers.
9
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS, Continued
The Company's review of its IT systems (hardware and software) indicated the
need for modification, and in some cases, replacement of applications and
operating systems. The Company had approximately 80% of its critical IT systems
in compliance and the majority of the remaining systems were tested by the end
of the 1998 fiscal year. The Company anticipates that compliance and testing of
the remaining IT systems will be completed in the second quarter of 1999.
The Y2K issue could have an impact on non-IT systems (personal property) that
are not directly connected with its computer systems, such as physical
facilities including point of sale and other store equipment, security systems
and utilities. Although these issues are more difficult to identify and resolve,
the Company is actively engaged in identifying the areas concerning its products
and services as well as its physical locations. This review is expected to be
completed by the end of the second quarter of 1999. As these areas are
identified, management is formulating the necessary actions to ensure minimal
disruption to its business processes.
The Company is also assessing the Y2K readiness of its key suppliers and
business partners in an effort to ensure the adequacy of product, supplies and
resources. This includes a review of and direct communication with the majority
of its product vendors and key suppliers. Completion of this part of the Y2K
readiness plan is scheduled to be finalized by mid-year 1999.
The Company has determined that, due to the nature of its business, the
readiness of its customers is not within its control. Third party readiness
(financial institutions) may affect the customers' ability to purchase the
Company's products. The Company is not investigating this issue and the impact
is highly uncertain.
Costs incurred and expensed in addressing the Y2K issue have been approximately
$175,000 and are being funded through operating cash flows. Based on current
information, costs to complete the applicable adjustments and to test the
Company's IT systems are not expected to be material to the Company's
consolidated financial position and results of operations. Some of the equipment
and other personal property that the Company is currently replacing is in the
normal course of business and would have been replaced even though it may be
part of the Y2K analysis. Management does not believe the costs associated with
bringing the non-IT systems and equipment into compliance will have a material
negative impact on the Company's financial position and results of operations,
however, completion of this review will not be completed until the end of the
second quarter of 1999.
10
<PAGE>
PART I. FINANCIAL INFORMATION, Continued
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF
OPERATIONS, Continued
The Company does not believe its business will be interrupted due to Y2K issues,
however, this conclusion is based on the assumption that certain utilities and
financial institutions will be able to provide uninterrupted service. In a worst
case scenario, the Company believes the stores could still remain open even if
these services were not available, although the revenue volume could be
affected. To allow the stores to continue to function, the Company is purchasing
generators to serve as backup if the power fails. In addition, the Company's
ability to process transactions through its registers and accept debit and
credit card transactions would be impaired if financial institutions and
intermediaries cannot operate normally. However, the lack of this service would
not preclude the store(s) from operating. Finally, since the timing of a
potential Y2K problem would occur immediately after the holidays, and therefore,
after the Company's busiest time of year, any decline in revenue or other impact
on operations would be reduced.
The foregoing statements relative to the Y2K issue are forward-looking
statements and actual compliance may be affected by a number of factors which
include the timing and compliance by the Company's outside vendors and suppliers
(including its banking relations). The Company may be adversely affected if its
vendors and service providers (including its banking relations) are unable to
fully correct any Y2K problems they may have. This disclosure is a Year 2000
Readiness Disclosure under the Year 2000 Information and Readiness Disclosure
Act, enacted by the 105th Congress on October 19, 1998.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to market risk from changes in interest rates on debt.
The Company's exposure to interest rate risk relates to its $9,000,000 and
$3,000,000 revolving lines of credit. Borrowings under the agreements bear
interest at the bank's reference rate or the bank's adjusted LIBOR rate plus
.9%. There were no borrowings outstanding under either agreement during the
first quarter of 1999. A hypothetical 1% interest rate change would not have a
material impact on the Company's financial position and results of operations.
A change in market prices also exposes the Company to market risk related to its
investments in marketable securities. At April 3, 1999 the Company held
$19,162,000 in marketable securities. A hypothetical 10% drop in the market
value of these investments would result in a $1,916,000 unrealized loss and a
corresponding decrease in the fair value of these instruments. This hypothetical
drop would not affect cash flow and would not have an impact on net income until
the Company sold the investments.
11
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27 - Financial Data Schedules
(b) Reports on Form 8-K:
None.
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.
/s/ ARDEN GROUP, INC.
-----------------------------------------
Registrant
Date May 17, 1999 /s/ ERNEST T. KLINGER
-----------------------------------------
Ernest T. Klinger
Vice President Finance and Administration
and Chief Financial Officer
(Authorized Signatory)
12
<PAGE>
ARDEN GROUP, INC.
and consolidated subsidiary
INDEX TO EXHIBITS
Exhibit
- -------
27. Financial Data Schedules.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-01-2000
<PERIOD-START> JAN-03-1999
<PERIOD-END> APR-03-1999
<CASH> 19,986
<SECURITIES> 19,162
<RECEIVABLES> 5,047
<ALLOWANCES> 527
<INVENTORY> 9,875
<CURRENT-ASSETS> 55,217
<PP&E> 73,255
<DEPRECIATION> 34,856
<TOTAL-ASSETS> 97,703
<CURRENT-LIABILITIES> 27,791
<BONDS> 5,992
0
0
<COMMON> 1,236
<OTHER-SE> 59,783
<TOTAL-LIABILITY-AND-EQUITY> 97,703
<SALES> 78,017
<TOTAL-REVENUES> 78,017
<CGS> 46,506
<TOTAL-COSTS> 46,506
<OTHER-EXPENSES> 26,668
<LOSS-PROVISION> 22
<INTEREST-EXPENSE> 157
<INCOME-PRETAX> 4,992
<INCOME-TAX> 2,034
<INCOME-CONTINUING> 2,958
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,958
<EPS-PRIMARY> .83
<EPS-DILUTED> .83
</TABLE>
