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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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: March 31, 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: 1-7626
------
UNIVERSAL FOODS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 39-0561070
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
433 East Michigan Street, Milwaukee, Wisconsin 53202
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(Address of principal executive offices)
Registrant's telephone number, including area code: (414) 271-6755
----------------
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 such shorter period that
the Registrant was required to file such reports) and (2) has been
subject to such filing requirements for at least 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 April 30, 1999
- --------------------------------------- -----------------------------
Common Stock, par value $0.10 per share 50,268,527 shares
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<PAGE>
UNIVERSAL FOODS CORPORATION
INDEX
<TABLE>
Page No.
-------
<S> <C>
PART I, FINANCIAL INFORMATION:
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets
- March 31, 1999 and September 30, 1998. 1
Consolidated Condensed Statements of Earnings
- Three and Six Months Ended March 31, 1999 and 1998. 2
Consolidated Condensed Statements of Cash Flows
- Three and Six Months Ended March 31, 1999 and 1998. 3
Notes to Consolidated Condensed Financial Statements. 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. 6
Item 3. Quantitative and Qualitative Disclosures
About Market Risk 9
PART II, OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 6. Exhibits and Reports on Form 8-K. 10
Signatures. 11
Exhibit Index. 12
</TABLE>
<PAGE>
PART I
FINANCIAL INFORMATION
<PAGE>
UNIVERSAL FOODS CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In Thousands)
<TABLE>
March 31 September 30
ASSETS 1999 1998
------ -------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 8,848 $ 1,632
Trade accounts receivable 127,271 121,833
Inventory:
Finished and in-process products 136,389 145,135
Raw materials and supplies 65,741 51,954
Prepaid expenses and other current assets 44,520 37,201
-------- --------
TOTAL CURRENT ASSETS 382,769 357,755
INVESTMENTS AND OTHER ASSETS 65,633 60,885
INTANGIBLES 235,018 217,007
PROPERTY, PLANT AND EQUIPMENT:
Cost:
Land and buildings 160,661 155,685
Machinery and equipment 477,809 469,915
-------- --------
638,470 625,600
Less accumulated depreciation 280,704 270,021
-------- --------
357,766 355,579
-------- --------
TOTAL ASSETS $1,041,186 $991,226
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Short-term borrowings $ 19,679 $42,773
Accounts payable and accrued expenses 112,519 122,297
Salaries, wages and withholdings from employees 14,068 15,744
Income taxes 28,387 22,066
Current maturities of long-term debt 6,868 6,940
-------- --------
TOTAL CURRENT LIABILITIES 181,521 209,820
DEFERRED INCOME TAXES 25,336 25,489
OTHER DEFERRED LIABILITIES 20,496 22,619
ACCRUED EMPLOYEE AND RETIREE BENEFITS 35,840 36,065
LONG-TERM DEBT 372,358 291,588
SHAREHOLDERS' EQUITY
Common stock 5,396 5,396
Additional paid-in capital 74,657 74,663
Earnings reinvested in the business 439,343 416,949
-------- --------
519,396 497,008
Less:Treasury stock, at cost 72,777 51,979
Accumulated other comprehensive income 39,650 37,845
Other 1,334 1,539
-------- --------
405,635 405,645
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,041,186 $991,226
========= =========
See accompanying notes to Consolidated Condensed Financial Statements.
</TABLE>
-1-
<PAGE>
UNIVERSAL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(In Thousands Except Per Share Amounts)
<TABLE>
Three Months Six Months
Ended March 31 Ended March 31
------------------ ------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenue $219,914 $205,015 $437,449 $413,904
Cost of products sold 143,777 132,574 285,624 269,581
Selling and administrative
expenses 41,152 40,815 85,631 84,417
-------- -------- -------- --------
Operating income 34,985 31,626 66,194 59,906
Interest expense 6,149 5,508 11,906 10,474
-------- -------- -------- --------
Earnings before income taxes 28,836 26,118 54,288 49,432
Income taxes 9,804 8,764 18,381 16,807
-------- -------- -------- --------
Net earnings $19,032 $17,354 $35,907 $ 32,625
======== ======== ======== ========
Average number of common shares outstanding:
Basic 50,678 51,158 50,858 51,069
====== ====== ====== ======
Diluted 51,278 51,902 51,507 51,724
====== ====== ====== ======
Net earnings per common share:
Basic $ .38 $ .34 $ .71 $ .64
====== ====== ====== ======
Diluted $ .37 $ .33 $ .70 $ .63
====== ====== ====== ======
Dividends per common share $.1325 $.1325 $ .265 $ .265
====== ====== ====== ======
See accompanying notes to Consolidated Condensed Financial Statements.
</TABLE>
-2-
<PAGE>
UNIVERSAL FOODS CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
Six Months Ended
March 31
--------------------
1999 1998
---- ----
<S> <C> <C>
Net cash provided by operating activities $31,959 $20,774
Cash flows from investing activities:
Acquisition of property, plant and equipment (21,266) (29,160)
Acquisition of new businesses (net of cash acquired) (23,381) (24,800)
Other items, net (1,973) (3,674)
--------- ---------
Net cash used in investing activities (46,620) (57,634)
Cash flows from financing activities:
Proceeds from additional borrowings 155,715 51,781
Reduction in debt (100,549) (934)
Purchase of treasury stock (22,242) (7,556)
Dividends (13,513) (13,530)
Proceeds from options exercised and other 2,477 7,599
--------- ---------
Net cash provided by financing activities 21,888 37,360
Effect of exchange rate changes on cash
and cash equivalents (11) (38)
Net increase in cash and cash equivalents 7,216 462
Cash and cash equivalents at beginning of period 1,632 1,258
--------- ---------
Cash and cash equivalents at end of period $8,848 $1,720
========= =========
Cash paid during the period for:
Interest $11,488 $10,474
Income taxes 11,392 16,369
See accompanying notes to Consolidated Condensed Financial Statements.
</TABLE>
-3-
<PAGE>
UNIVERSAL FOODS CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of the Company, the accompanying consolidated
condensed financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to
present fairly the financial position as of March 31, 1999 and
September 30, 1998 and the results of operations for the three
and six month periods ended March 31, 1999 and 1998 and cash
flows for the six month periods ended March 31, 1999 and 1998.
The results of operations for any interim period are not
necessarily indicative of the results to be expected for the
full fiscal year.
2. Refer to the footnotes in the Company's annual financial
statements for the year ended September 30, 1998, for a
description of the accounting policies, which have been
continued without change (except as discussed in Note 6), and
additional details of the Company's financial condition. The
details in those notes have not changed except as a result of
normal transactions in the interim.
3. Expenses are charged to operations in the year incurred.
However, for interim reporting purposes, certain of these
expenses are charged to operations based on an estimate rather
than as expenses are actually incurred.
4. During the six months ended March 31, 1999 and 1998, the
Company repurchased 1,084,000 and 180,111 shares of common
stock for an aggregate price of $24,344,794 and $7,556,000,
respectively.
5. For the six months ended March 31, 1999, depreciation and
amortization were $21,469,000 and $3,431,000, respectively.
For the six months ended March 31, 1998, depreciation and
amortization were $18,970,000 and $2,940,000, respectively.
6. In the first quarter of fiscal 1999, the Company adopted
Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income" (SFAS No. 130), which establishes
standards for reporting comprehensive income in financial
statements. Comprehensive income includes all changes in equity
during a period except those resulting from investments by or
distributions to stockholders. The adoption of this statement
had no impact on net earnings. Comprehensive income for all
periods presented consists of net earnings and foreign currency
translation adjustments. The Company deems its foreign
investments to be permanent in nature and does not provide for
taxes on currency translation adjustments arising from
converting the investment in a foreign currency to U.S. dollars.
There are no reclassification adjustments to be reported.
The components of comprehensive income for the periods presented
are as follows (in thousands):
<TABLE>
Three Months Six Months
Ended March 31 Ended March 31
----------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $19,032 $17,354 $35,907 $32,625
Other comprehensive income (loss):
Foreign currency translation
adjustment (2,523) (1,450) (1,805) (5,847)
-------- -------- -------- --------
Comprehensive income $16,509 $15,904 $34,102 $26,778
======== ======== ======== ========
</TABLE>
7. The Financial Accounting Standards Board has issued statement
No. 131 "Disclosures about Segments of an Enterprise and Related
Information." This statement is effective for the Company in
fiscal 1999 but does not require interim disclosure in the year
of adoption. The Company is currently evaluating the impact of
this new pronouncement.
-4-
<PAGE>
8. During the second quarter, the Company acquired for cash
Les Colorants Wackherr located in Paris, France, and certain
assets of Quimica Universal located in Lima, Peru. Les
Colorants Wackherr formulates and produces colors for major
cosmetic houses throughout Europe, Asia and North America.
Quimica Universal specializes in the production of carminic acid
and annatto, natural colors used in food and other applications.
The two companies have annual combined revenues of approximately
$18 million.
9. On March 25, 1999, the Company issued $150,000,000 of Notes
due April 1, 2009, with an annual stated interest rate of 6.50%.
The Notes are unsecured and pay interest semi-annually on April
1 and October 1 of each year.
10.On April 19, 1999, the Company acquired Pointing Holdings, Ltd.,
a manufacturer of food colors, flavors and specialty chemicals
headquartered in the United Kingdom. Annual revenue is
approximately $43 million with 60% of sales from Europe and the
remaining 40% in North America, South America and Australia.
The purchase price was paid with a combination of cash, notes
and the assumption of debt.
-5-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Revenue for the three and six months ended March 31, 1999
was $219,914,000 and $437,449,000, respectively, compared
with $205,015,000 and $413,904,000 a year ago. Revenue for
the three months ended March 31, 1999 increased by 7.3% as
all divisions recorded increases over the prior year. The
Color division, up 14.3%, achieved gains in domestic volumes
along with increased international sales which benefited
from recent acquisitions. The Flavor division revenue
increased 7.6% as a result of strong domestic sales. For
the six months ended March 31, 1999, all divisions reported
revenue increases from last year resulting in an overall
5.7% increase in revenue.
Gross profit margins were 34.6% for the second quarter of
fiscal 1999 compared with 35.3% for the same period last
year. For the first six months, gross profit margins were
34.7% compared to 34.9% during the same period last year.
The decrease in gross margins resulted primarily from higher
raw material and processing costs of garlic products in the
Dehydrated division and product mix in the other divisions.
Selling and administrative expenses decreased to 18.7% of
revenue during the second quarter from 19.9% during the same
period last year. For the first six months of fiscal 1999,
selling and administrative expenses decreased to 19.6% of
revenue from 20.4% last year. The benefits from business
and plant consolidations continue to favorably impact
selling and administrative expenses.
Interest expense in the second quarter increased to
$6,149,000 from $5,508,000 in the same period last year.
Interest expense was $11,906,000 and $10,474,000 for the six
months ended March 31, 1999 and 1998, respectively. The
increase in interest expense is the result of additional
debt outstanding to fund acquisitions.
FINANCIAL CONDITION:
The current ratio increased to 2.1 at March 31, 1999 from
1.7 at September 30, 1998. Net working capital increased
$53,313,000 from September 30, 1998 to $201,248,000 at March
31, 1999. The increase in net working capital is primarily
due to the reduction in short-term borrowings as a result of
their refinancing in connection with the issuance of the
Notes.
Net cash provided by operating activities was $31,959,000
for the six months ended March 31, 1999, compared to
$20,774,000 for the six months ended March 31, 1998. The
increase in cash provided by operating activities in fiscal
1999 was primarily due to higher earnings and depreciation
and amortization combined with lower income tax payments and
benefit plan contributions.
Net cash used in investing activities was $46,620,000 for
the six months ended March 31, 1999 compared with
$57,634,000 in fiscal 1998. The majority of the decrease
was caused by the timing of capital expenditure projects in
fiscal 1999.
Net cash provided by financing activities was $21,888,000
for the six months ended March 31, 1999 compared with
$37,360,000 last year. Proceeds from the issuance of
$150,000,000 of Notes were used to reduce short-term
borrowings which were previously incurred to fund
acquisitions and capital expenditures and for general
corporate purposes. Dividends of $13,513,000 and
$13,530,000 were paid during the first six months of fiscal
1999 and 1998, respectively.
-6-
<PAGE>
YEAR 2000:
With the new millennium approaching, organizations are
examining their installed computer systems, network
elements, software applications, and other business systems
to ensure that they are Year 2000 ("Y2K") compliant. This
issue occurs because many computers and computer
applications define the year using only the last two digits.
The assumption is that the first two digits are always 19.
Therefore, the year 2000 would be stored as "00" and could
be mistakenly identified as 1900 by the computer. This
mistake could lead to errors in calculations, comparisons,
and the sorting of data. If not remedied, the potential
risks to the Company range from minor business interruptions
to, in the worst-case scenario, a complete shutdown of
various operations.
The Company has developed a comprehensive Project Plan ("the
Plan") for addressing the Y2K issue. The Plan includes the
following components:
1) Vendor and system surveys, including an assessment of
Company systems, applications, and business-critical
third-party systems;
2) Development of action plans to remedy business
critical, non-compliant systems;
3) Implementation of those action plans;
4) System testing using multiple critical dates;
5) Creation of Y2K rollover and contingency plans;
6) Implementation of the Y2K rollover and contingency
plans; and
7) Post Y2K strategies.
The Company is implementing the Plan primarily using
internal personnel. The Company has engaged certain outside
consultants with recognized expertise in assessing and
dealing with Y2K needs to assist in the management of the
Plan. Each division is responsible for identifying and
fixing the problems within its operations. Plan
coordination is being overseen by the Corporate executive
staff and the Board of Directors.
To date, key financial, operational, and informational
systems, including equipment with embedded microprocessors,
have been inventoried and assessed. Detailed plans have
been developed, and implementation of those plans has
occurred or is occurring. System implementation at the
Company has included upgrading system code and/or replacing
hardware, and upgrading or replacing current systems. The
Plan also includes an evaluation of the Company's
communication systems, security systems and other non-IT
systems for purposes of determining whether Y2K issues
exist. Since most of the business critical systems at
Universal Foods have been purchased from third party
vendors, the majority of remedies have been through
upgrades. When available, written certifications of Y2K
compliance for these systems are being obtained.
Because of the nature of action plan implementation and
system testing, system testing activities will overlap
implementation activities. System testing has begun at many
of the divisions. All business critical systems as well as
all interfaces between the various systems will be tested.
Once a system has been tested, no upgrades or modifications
will be made to that system until after March 2000. It is
expected that Y2K testing will be substantially completed by
September 1999.
The creation of rollover and contingency plans began in
March 1999 and is expected to be completed by July 1999.
The purpose of the rollover and contingency plans will be to
reduce or mitigate the risk to the Company from Y2K factors
beyond the Company's control.
The Company has also explored with vendors the impact that
the Y2K issue will have on their ability to source products
for the Company. Major suppliers of raw materials and other
goods and services have been sent a questionnaire regarding
their Y2K compliance and their plans to be Y2K compliant.
If it is determined that a critical vendor is not adequately
addressing the Y2K issue, a contingency plan for that vendor
has been or will be developed.
-7-
<PAGE>
The engagement of outside consultants to assist with
software remediation and project management has not been and
is not expected to be material. During fiscal year 1999,
the Company estimates that it will incur capital
expenditures of approximately $10.0 million as a result of
accelerating the rollout of computer operating systems and
the replacement of non-compliant process control systems in
various plants.
In addition, the Company estimates that during 1999,
approximately 30% of its Information Technology ("IT")
personnel will be dedicated to implementation of the
Company's Plan. The foregoing allocation of resources is
not expected to significantly impact other IT projects as
many of the planned and in process projects are normal
business system migrations that upgrade and improve the
Company's current systems in addition to resolving the Y2K
issues.
The Company believes it is taking reasonable steps which,
when fully implemented, will prevent major business
interruptions and will minimize the Company's risk of
exposure to liability to third parties due to Y2K issues.
There can be no assurance, however, that the Company will be
successful in its efforts. Further, the costs of the
Company's efforts to address Y2K issues and the dates on
which the Company believes it will complete the Plan
described above are based upon management's best estimates.
There can be no assurance that these estimates will prove to
be accurate, and the actual cost and progress on these
projects could differ materially from those currently
anticipated.
At the present time, the Company does not expect Y2K issues
to have a material effect on the Company's results of
operations, liquidity or financial condition. The Company
believes the decentralized environment of the Company's
information systems reduces its overall risk of
noncompliance with Y2K issues. The effect, if any, on the
Company's results of operations if the Company's customers
or its suppliers are not fully Y2K compliant is not
reasonably estimable and, therefore, the Company is unable
to predict and thus describe its most likely worst case Y2K
scenario.
-8-
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the Company's market
risk during the six months ended March 31, 1999. For
additional information on market risk, refer to pages 14 and
15 of the Company's 1998 Annual Report.
FORWARD-LOOKING INFORMATION
This document contains forward-looking statements that
reflect management's current assumptions and estimates of
future economic circumstances, industry conditions, Company
performance and financial results, and Year 2000 compliance.
The Private Securities Litigation Reform Act of 1995
provides a safe harbor for such forward-looking statements.
Such forward-looking statements are not guarantees of future
performance and involve known and unknown risks,
uncertainties and other factors that could cause actual
events to differ materially from those expressed in those
statements. A variety of factors could cause the Company's
actual results and experience to differ materially from the
anticipated results. These factors and assumptions include
the pace and nature of new product introductions by the
Company's customers; execution of the Company's acquisition
program; industry and economic factors related to the
Company's domestic and international business; the timely
resolution of the Year 2000 issue by the Company and its
customers and suppliers; and the outcome of various
productivity-improvement and cost-reduction efforts. The
Company does not undertake to publicly update or revise its
forward-looking statements even if experience or future
changes make it clear that any projected results expressed
or implied therein will not be realized.
-9-
<PAGE>
PART II
OTHER INFORMATION
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The information responsive to this item was provided in, and
is incorporated by reference from the Company's quarterly
report on Form 10-Q for the quarter ended December 31, 1998,
filed on February 12, 1999.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit 27 Financial Data Schedule
(b) A report on Form 8-K dated March 24, 1999, was filed on
March 25, 1999, in connection with the Company's issuance
of its 6.50% Notes due April 1, 2009.
-10-
<PAGE>
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.
UNIVERSAL FOODS CORPORATION
Date: May 14, 1999 By: /s/ John L. Hammond
---------------------------------------
John L. Hammond, Vice President,
Secretary and General Counsel
Date: May 14, 1999 By: /s/ Michael L. Hennen
---------------------------------------
Michael L. Hennen, Corporate Controller
-11-
<PAGE>
UNIVERSAL FOODS CORPORATION
EXHIBIT INDEX TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1999
Exhibit Incorporated by Filed
Number Description Reference From Herewith
- ------- ------------------- -------------------- --------
3.1 Universal Foods Exhibit A to the
Corporation Amended and Registrant's
Restated Articles of Definitive Proxy
Incorporation adopted Statement filed on
January 21, 1998 Schedule 14A on
December 15, 1998
(Commission File No.
1-7626)
3.2 Universal Foods Exhibit 3.2 to Annual
Corporation Restated Report on Form 10-K
Bylaws for the fiscal year
ended September 30,
1995 (Commission File
No. 1-7626)
4.1 Rights Agreement dated Exhibit 1.1 to
as of August 6, 1998, Registration Statement
between Registrant and on Form 8-A dated July
Firstar Trust Company 20, 1998 (Commission
File No. 1-7626)
4.2 Indenture between Exhibit 4.1 to
Registrant and The Registration Statement
First National Bank of on Form S-3 dated
Chicago, as Trustee, November 9, 1998
relating to the (Commission as Trustee
Registrant's 6.50% Notes File 333-67015)
due April 1, 2009.
4.3 Pricing Agreement dated Exhibit 99.1 to
as of March 22, 1999, Registrant's Current
between the Registrant Report on Form 8-K
and Goldman, Sachs & dated March 24, 1999
Co., First Chicago and filed March 25,
Capital Markets, Inc., 1999 (Commission File
and ABN AMRO No. 1-7626)
Incorporated relating
to the Registrant's
6.50% Notes due April
1, 2009.
10.3 Underwriting Agreement Exhibit 1.1 to
dated as of March 22, Registrant's Current
1999, between the Report on Form 8-K
Registrant and Goldman, dated March 24, 1999
Sachs & Co., First and filed March 25,
Chicago Capital 1999 (Commission File
Markets, Inc., and ABN No. 1-7626)
AMRO Incorporated
27 Financial Data Schedule X
-12-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,848
<SECURITIES> 0
<RECEIVABLES> 132,130
<ALLOWANCES> 4,859
<INVENTORY> 202,130
<CURRENT-ASSETS> 382,769
<PP&E> 638,470
<DEPRECIATION> 280,704
<TOTAL-ASSETS> 1,041,186
<CURRENT-LIABILITIES> 181,521
<BONDS> 372,358
0
0
<COMMON> 5,396
<OTHER-SE> 400,239
<TOTAL-LIABILITY-AND-EQUITY> 1,041,186
<SALES> 437,449
<TOTAL-REVENUES> 437,449
<CGS> 285,624
<TOTAL-COSTS> 285,624
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 280
<INTEREST-EXPENSE> 11,906
<INCOME-PRETAX> 54,288
<INCOME-TAX> 18,381
<INCOME-CONTINUING> 35,907
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 35,907
<EPS-PRIMARY> 0.71
<EPS-DILUTED> 0.70
</TABLE>
