UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
or
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from __________ to __________
Commission File Number: 1-9293
--------------------------------------------------------------
PRE-PAID LEGAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Oklahoma 73-1016728
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
321 E. Main
Ada, Oklahoma
74820
(Address of principal executive offices)
(405) 436-1234
(Registrants' telephone number, including area code)
--------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (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 July 31, 1996:
Common Stock $.01 par value 21,486,300
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in 000's, except par values)
ASSETS
June 30, December 31,
1996 1995
(Unaudited)
Current assets:
Cash .................................................. $ 14,161 $ 14,489
Held-to-maturity investments - current portion ....... 500 500
Accrued contract income ............................... 1,321 1,038
Commission advances - current portion ................. 6,802 3,923
-------- --------
Total current assets ............................... 22,784 19,950
Held-to-maturity investments ............................ 1,176 500
Investments pledged ..................................... 2,772 2,766
Commission advances ..................................... 15,512 8,548
Property and equipment, net ............................. 2,280 2,202
Other ................................................... 1,937 1,663
--------- --------
Total assets ........................................ $ 46,461 $ 35,629
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Contract benefits ..................................... $ 1,803 $ 1,547
Accounts payable and accrued expenses ................. 849 646
Contingency reserves on trust preparation services .... - 130
-------- --------
Total current liabilities ............................ 2,652 2,323
Deferred income taxes ................................... 6,652 3,566
-------- --------
Total liabilities ................................... 9,304 5,889
======== ========
Stockholders' equity:
Preferred stock, $1 par value; authorized 400 shares;
issued and outstanding as follows:
$3.00 Cumulative Convertible Preferred Stock,
authorized 5 shares; 5 shares outstanding;
liquidation value of $84............................ 5 5
Special preferred stock, $1 par value;
authorized 500 shares, issued and
outstanding as follows:
$1.00 Non-Cumulative Special Preferred Stock, 44 and
45 shares authorized, issued and outstanding
June 30, 1996 and December 31, 1995, respectively;
liquidation value of $580 and $602 at June 30, 1996
and December 31, 1995, respectively ................ 44 45
Common stock, $.01 par value; 100,000 shares
authorized; 22,100 and 21,513 issued at
June 30, 1996 and December 31, 1995, respectively .. 221 215
Capital in excess of par value ........................ 39,447 37,757
Retained earnings (deficit) ........................... (383) (6,105)
Less: Treasury stock at cost; 747 shares ............. (2,177) (2,177)
--------- --------
Total stockholders' equity ........................... 37,157 29,740
--------- --------
Total liabilities and stockholders' equity .......... $ 46,461 $ 35,629
========= ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in 000's, except per share amounts)
(Unaudited)
Six Months Ended
June 30,
1996 1995
Revenues:
Contract premiums ...................................... $ 22,565 $ 13,867
Associate services ..................................... 2,854 1,209
Interest income ........................................ 597 680
Other .................................................. 1,134 690
-------- --------
27,150 16,446
-------- --------
Costs and expenses:
Contract benefits ...................................... 7,838 4,610
Commissions ............................................ 5,041 3,586
General and administrative ............................. 2,798 1,857
Associate services and direct marketing ................ 2,222 1,190
Depreciation ........................................... 266 231
Premium taxes .......................................... 169 109
-------- --------
18,334 11,583
-------- --------
Income before income taxes ............................... 8,816 4,863
Provision for income taxes ............................... 3,086 1,653
-------- --------
Net income ............................................... 5,730 3,210
Less dividends on preferred shares ....................... 8 118
-------- --------
Net income applicable to common shares ................... $ 5,722 $ 3,092
======== ========
Earnings per common and common equivalent share .......... $ .26 $ .16
======== ========
Earnings per common share - assuming full dilution ....... $ .26 $ .15
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in 000's, except per share amounts)
(Unaudited)
Three Months Ended
--------------------
June 30,
1996 1995
Revenues:
Contract premiums .................................... $12,261 $ 7,328
Associate services ................................... 1,603 712
Interest income ...................................... 314 462
Other ................................................ 618 396
------- -------
14,796 8,898
------- -------
Costs and expenses:
Contract benefits .................................... 4,240 2,504
Commissions .......................................... 2,618 1,717
General and administrative ........................... 1,620 1,056
Associate services and direct marketing .............. 1,231 688
Depreciation ......................................... 128 120
Premium taxes ........................................ 97 53
------- -------
9,934 6,138
------- -------
Income before income taxes ............................. 4,862 2,760
Provision for income taxes ............................. 1,702 938
------- -------
Net income ............................................. 3,160 1,822
Less dividends on preferred shares ..................... 4 4
------- -------
Net income applicable to common shares ................. $ 3,156 $ 1,818
======= =======
Earnings per common and common equivalent share ........ $ .14 $ .09
======= =======
Earnings per common share - assuming full dilution ..... $ .14 $ .09
======= =======
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRE-PAID LEGAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in 000's)
(Unaudited)
Six Months Ended
--------------------
June 30,
1996 1995
Cash flows from operating activities:
Net income............................................ $ 5,730 $ 3,210
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization....................... 266 231
Provision for deferred income taxes................. 3,086 1,653
Provision for associate stock options............... 318 -
Increase in accrued contract income................. (283) (129)
Increase in commission advances..................... (9,843) (3,247)
Decrease in other assets............................ (274) (598)
Increase in contract benefits....................... 256 12
Increase (decrease) in accounts payable, accrued
expenses and contingency reserves................. 74 (188)
--------- ---------
Net cash provided by operating activities.......... (670) 944
--------- ---------
Cash flows from investing activities:
Additions to property and equipment................... (344) (239)
Purchase of investments............................... (1,082) (751)
Maturities of investments............................. 400 312
--------- --------
Cash used in investing activities.................. (1,026) (678)
--------- --------
Cash flows from financing activities:
Proceeds from sale of common and preferred stock...... 1,376 6,428
Dividends paid on preferred stock..................... (8) (118)
--------- --------
Net cash provided by (used in) financing activities 1,368 6,310
--------- --------
Net increase (decrease) in cash and unpledged cash
equivalents........................................... (328) 6,576
Cash and cash equivalents at beginning of period........ 14,489 9,512
--------- ---------
Cash and cash equivalents at end of period.............. $ 14,161 $ 16,088
========= =========
Supplemental disclosure of cash flow information:
Cash paid for interest................................ $ 1 $ 6
========= =========
Cash paid for taxes................................... $ - $ 15
========= =========
The accompanying notes are an integral part of these financial statements.
<PAGE>
PRE-PAID LEGAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The consolidated balance sheet as of June 30, 1996, the related statement
of operations for the three-month and six-month periods ended June 30, 1996 and
1995 and the statement of cash flows for the six-month periods ended June 30,
1996 and 1995 are unaudited; in the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have been
included.
These financial statements and notes are presented as permitted by Form
10-Q and should be read in conjunction with the Company's financial statements
and notes included in the annual report on Form 10-KSB. Certain
reclassifications have been made to conform to current year presentation.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
FIRST SIX MONTHS OF 1996 COMPARED TO FIRST SIX MONTHS OF 1995
The Company reported net income applicable to common shares of $5.7
million, or $.26 per share assuming full dilution, for the six months ended June
30, 1996 compared to $3.2 million, or $.15 per share, for the comparable period
of 1995. As a percentage of total revenues, net income applicable to common
shares was 21% in the first six months of 1996, up from 19% in the first six
months of 1995. The increase in the net income and margin for the 1996 period is
attributable to increases in all revenue categories except interest income
during the first six months of 1996 as compared to the same period of 1995.
Revenues rose 65% to $27.2 million from $16.4 million for the prior year's
comparable period. Income before income taxes for the first half of 1996
increased 81% to $8.8 million, or 39% of revenues, from $4.9 million, or 35% of
revenues for the comparable period of 1995. The relatively higher percentage
increase in income before income taxes compared to revenues resulted from
decreases in all expenses categories other than contract benefits when expressed
as a percentage of revenues. Other income increased from $690,000 to $1.1
million primarily from higher membership enrollment fees.
Contract premiums totaled $22.6 million during the first half of 1996
compared to $13.9 million for the same period of 1995, an increase of 63%. The
increase in contract premiums was primarily the result of increased new contract
sales resulting in a higher number of active contracts in force. New contract
sales during the first six months of 1996 were 92,529 compared to 43,450 during
the 1995 period, an increase of 113%. At June 30, 1996, there were 253,091
active contracts in force compared to 167,272 at June 30, 1995, an increase of
51%.
Associate services revenue increased from $1.2 million for the first half
of 1995 to $2.9 million during the same period of 1996 as a result of higher new
associate enrollments. New associates enrolled during the first six months of
1996 were 38,087 compared to 18,498 for the same period of 1995, an increase of
106%. Future revenues from associate services will depend primarily on the
number of new associates enrolled, but the Company expects that such revenues
will continue to be largely offset by the direct and indirect cost to the
Company of providing associate services and other direct marketing expenses.
Interest income decreased 12% to $597,000 during the six months ended June
30, 1996 from $680,000 for the comparable period of 1995 as a result of interest
accrued in the 1995 period of $187,000 pertaining to previously discounted notes
receivable. Interest income would have otherwise increased as a result of
increases in the average investments outstanding and higher interest rates on
investments. At June 30, 1996 the Company reported $18.6 million in cash and
investments compared to $18.2 million at June 30, 1995.
Contract benefits totaled $7.8 million for the first half of 1996 compared
to $4.6 million for the same period of 1995, an increase of 70%. However, the
loss ratio for the 1996 period increased only to 35% from 33% for the comparable
period of 1995.
Commissions were $5.0 million for the first half of 1996 compared to $3.6
million for the same period of 1995, but decreased, as a percentage of contract
premiums, from 26% to 22%. Commission expense, as a percentage of contract
premiums, should approach 25% or less of contract premiums in future years as a
result of changes in the commission structure for contracts sold after March 1,
1995.
General and administrative expenses during the 1996 and 1995 six month
periods were $2.8 million and $1.9 million, respectively, and represented 12%
and 13% of contract premiums for such periods. These expenses are expected to
continue to decrease when expressed as a percentage of contract premiums as a
result of certain economies of scale pertaining to the Company's operations.
<PAGE>
Associate services and direct marketing costs increased to $2.2 million
for the first half of 1996 from $1.2 million for the same period of 1995 but
were generally consistent as a percent of total revenues (8% and 7%,
respectively) and include the costs of providing associate services and
marketing costs other than commissions which are directly associated with new
contract sales.
Due to property and equipment additions during the latter part of 1995 and
the first half of 1996, depreciation increased from $231,000 during the first
half of 1995 to $266,000 for the first half of 1996.
The Company's expense ratio for the first six months of 1996 was 37%
compared to 42% for the comparable period of 1995 resulting in a combined loss
and expense ratio of 72% for the first half of 1996 compared to 75% for the same
period of 1995. The combined ratio does not measure total profitability because
it does not take into account all revenues and expenses.
The Company has recorded a provision for income taxes of $3.1 million (35%
of pretax income) for the first half of 1996 compared to $1.7 million (34% of
pretax income) for the same period of 1995. The 1996 and 1995 provision reflect
the Company's expectation that it more likely than not will not be able to
realize the future tax benefit of its net operating loss carryforwards primarily
as a result of tax deductions attributable to expected levels of commissions to
be paid on new contract sales.
Dividends paid on outstanding preferred stock during the first six months
of 1996 decreased to $8,000 from $118,000 during the same period of 1995. This
decrease is attributable to the conversion of the outstanding shares of $2.40
Cumulative Convertible Preferred Stock issued during June and July, 1994 in
conjunction with a public unit offering. This series of preferred stock
automatically converted to common stock pursuant to its terms on February 27,
1995.
SECOND QUARTER OF 1996 COMPARED TO THE SECOND QUARTER OF 1995
The results of operations in the second quarter of 1996, compared to the
second quarter of 1995, reflect increases in revenues and expenses primarily as
a result of the same factors discussed in the comparison of the first six months
of 1996 compared to the first six months of 1995.
Total revenues increased 65% or approximately $5.9 million to $14.8
million in the second quarter of 1996 compared to $8.9 million in the second
quarter of 1995, primarily as a result of increase in contract premiums. The
contract premium increase of approximately 67% primarily resulted from an
increase in the number of average active contracts during the second quarter of
1996 compared to the similar period in 1995.
Contract benefits totaled $4.2 million in the 1996 second quarter compared
to $2.5 million in the 1995 second quarter and resulted in a loss ratio of 35%
and 34%, respectively. The Company's expense ratio for the second quarter of
1996 was 36% compared to 40% for the 1995 second quarter resulting in a combined
loss and expense ratio of 71% for the second quarter of 1996 compared to 74% for
the same period of 1995. The combined ratio does not measure total profitability
because it does not take into account all revenues and expenses.
The above factors resulted in a 1996 second quarter net income applicable
to common shares of $3.2 million, or $.14 per share assuming full dilution
compared to $1.8 million, or $.09 per share for the second quarter of 1995.
LIQUIDITY AND CAPITAL RESOURCES
Consolidated net cash used by operating activities was $670,000 for the
first six months of 1996 compared to net cash provided of $944,00 for the 1995
period. The decrease of $1.6 million in cash provided by operations during the
first half of 1996 compared to the same period of 1995 resulted primarily from
commission advances related to the increase in new membership enrollments.
The Company had consolidated working capital of $20.1 million at June 30,
1996, an increase of $2.5 million compared to consolidated working capital of
$17.6 million at December 31, 1995 and June 30, 1995.
<PAGE>
The Company has an unsecured revolving credit agreement with Bank One,
Texas under which the Company may borrow up to $5 million, as determined by the
borrowing base defined by the agreement, through July, 1997. The borrowing base
is determined by a formula based on 80% of the net cash flow from certain of the
Company's contracts that have been in existence for 18 months or more. At June
30, 1996, the borrowing base was approximately $5.0 million. Under the
agreement, the interest rate, at the option of the Company, is at the bank's
base lending rate or an adjusted London interbank rate and is determined at the
time of borrowing. Interest is to be paid monthly and any outstanding principal,
unless converted to an 18 month term loan upon the occurrence of certain events,
comes due in its entirety on July 1, 1997. The agreement contains restrictions
which, among other things, require maintenance of certain financial ratios,
restrict encumbrance of assets and creation of indebtedness, and limit the
payment of dividends. To date, the Company has not borrowed under the bank
credit agreement.
The Company believes that it has significant ability to finance expected
future growth in contract sales based on its existing amount of cash and cash
equivalents at June 30, 1996 ($14.2 million) and the unused revolving credit
agreement availability of $5.0 million.
Although the Company is the operating entity in many jurisdictions, the
Company's subsidiaries serve as operating companies in various states which
regulate contracts as insurance or specialized legal expense products. The most
significant of these wholly-owned subsidiaries are Pre-Paid Legal Casualty, Inc.
("PPLCI") and Pre-Paid Legal Services, Inc. of Florida ("PPLSIF"). The ability
of PPLCI and PPLSIF to provide funds to the Company is subject to a number of
restrictions under various insurance laws in the jurisdictions in which PPLCI
and PPLSIF conduct business, including limitations on the amount of dividends
and management fees that may be paid and requirements to maintain specified
levels of capital and reserves. In addition PPLCI will be required to maintain
its stockholders' equity at levels sufficient to satisfy various state
regulatory requirements, the most restrictive of which is currently $3 million.
Additional capital requirements of either PPLCI or PPLSIF will be funded by the
Company in the form of capital contributions or surplus debentures.
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The 1996 Annual Meeting of Shareholders of the Company was held on May 24,
1996. The following matters were submitted to a vote of the Company's
shareholders:
1. The election of two directors for a term of three years. The
results of the election for each such director are as follows:
Abstentions and
Votes For Votes Withheld
------------ -----------------
Harland C. Stonecipher 16,773,923 209,687
Jack Mildren 16,776,380 206,930
The Board of Directors of the Company consists of six members and is divided
into three classes of equal size. The terms of the other four directors of the
Company did not expire at the Annual Meeting. The names of such directors and
the year of expiration of their respective terms are as follows: Peter K.
Grunebaum - 1998; Randy Harp - 1998; Kathleen S. Pinson - 1997; and Charles H.
Walls - 1997
2. The amendment and restatement of the Company's Stock Option Plan.
The results of the vote with respect to such proposal were as follows:
Votes For Votes Against Abstentions
----------- --------------- -------------
Amendment and Restatement
of Stock Option Plan 14,576,453 1,290,654 85,747
ITEM. 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: The following exhibits are filed as part of this Form 10-Q:
No. Description
11.1 Statement Regarding Computation of Per Share Earnings
27.1 Financial Data Schedule
(b) Reports on Form 8-K: There were no reports on Form 8-K filed by the
Company during the quarter ended June 30, 1996.
<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.
PRE-PAID LEGAL SERVICES, INC.
Date: August 6, 1996 /s/ Harland C. Stonecipher
-----------------------------------
Harland C. Stonecipher, Chairman
Date: August 6, 1996 /s/ Randy Harp
-----------------------------------
Randy Harp, Chief Financial Officer
(Principal Financial Officer)
Date: August 6, 1996 /s/ Kathy Pinson
-----------------------------------
Kathy Pinson, Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
No. Description
- -------- ------------------------------------------------------
11.1 Statement Regarding Computation of Per Share Earnings
27.1 Financial Data Schedule
EXHIBIT 11.1
PRE-PAID LEGAL SERVICES, INC.
Statement re Computation of Per Share Earnings
<PAGE>
EXHIBIT 11.1
PRE-PAID LEGAL SERVICES, INC.
Statement re Computation of Per Share Earnings
(In 000's except per share amounts)
Six Months Ended
-------------------
June 30,
1996 1995
PRIMARY EARNINGS PER SHARE:
Computation for Statement of Income
Earnings:
Income applicable to common shares (a).................. $ 5,722 $ 3,092
======= =======
Shares:
Weighted average shares outstanding, (net of 747 shares
of treasury stock) disregarding exercise of options or
conversion of preferred stock......................... 21,089 17,165
Assumed dilutive conversion of preferred stock.......... 155 198
Assumed exercise of options and warrants based on the
modified treasury stock method using average market
price................................................. 1,086 1,792
------- -------
Weighted average number of shares, as adjusted.......... 22,330 19,155
======= =======
Earnings per share (a).................................. $ .26 $ .16
======= =======
FULLY DILUTED EARNINGS PER SHARE:
Computation for Statement of Income
Earnings:
Income applicable to common shares (a).................. $ 5,722 $ 3,092
Add: Dividends on assumed conversion of preferred stock. - 110
------- -------
Net income, as adjusted................................. $ 5,722 $ 3,202
======= =======
Shares:
Weighted average shares outstanding, (net of 747 shares
of treasury stock) disregarding exercise of options or
conversion of preferred stock ........................ 21,089 17,165
Assumed dilutive conversion of preferred stock.......... 155 1,500
Assumed exercise of options and warrants based on the
modified treasury stock method using closing market
price if higher than average market price............. 1,163 2,373
------- -------
Weighted average number of shares, as adjusted.......... 22,407 21,038
======= =======
Earnings per share (a).................................. $ .26 $ .15
======= =======
(a) These amounts agree with the related amounts in the statements of income.
<PAGE>
EXHIBIT 11.1
(continued)
PRE-PAID LEGAL SERVICES, INC.
Statement re Computation of Per Share Earnings
(In 000's except per share amounts)
Three Months Ended
--------------------
June 30,
1996 1995
PRIMARY EARNINGS PER SHARE:
Computation for Statement of Income
Earnings:
Income applicable to common shares (a).................. $ 3,156 $ 1,818
======= =======
Shares:
Weighted average shares outstanding, (net of 747 shares
of treasury stock) disregarding exercise of options or
conversion of preferred stock......................... 21,259 19,247
Assumed dilutive conversion of preferred stock.......... 152 191
Assumed exercise of options and warrants based on the
modified treasury stock method using average market
price................................................. 1,115 1,846
------- -------
Weighted average number of shares, as adjusted.......... 22,526 21,284
======= =======
Earnings per share (a).................................. $ .14 $ .09
======= =======
FULLY DILUTED EARNINGS PER SHARE:
Computation for Statement of Income
Earnings:
Income applicable to common shares (a).................. $ 3,156 $ 1,818
======= =======
Shares:
Weighted average shares outstanding, (net of 747 shares
of treasury stock) disregarding exercise of options or
conversion of preferred stock......................... 21,259 19,247
Assumed dilutive conversion of preferred stock.......... 152 191
Assumed exercise of options and warrants based on the
modified treasury stock method using closing market
price if higher than average market price............. 1,115 1,928
------- -------
Weighted average number of shares, as adjusted.......... 22,526 21,366
======= =======
Earnings per share (a).................................. $ .14 $ .09
======= =======
(a) These amounts agree with the related amounts in the statements of income.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from
June 30, 1996 financial statements contained in Form 10-Q and is qualified
in its entirely by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<EXCHANGE-RATE> 1
<CASH> 14,161
<SECURITIES> 4,448
<RECEIVABLES> 1,321
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,784
<PP&E> 2,280
<DEPRECIATION> 0
<TOTAL-ASSETS> 46,461
<CURRENT-LIABILITIES> 2,652
<BONDS> 0
0
49
<COMMON> 221
<OTHER-SE> 36,887
<TOTAL-LIABILITY-AND-EQUITY> 46,461
<SALES> 22,565
<TOTAL-REVENUES> 27,150
<CGS> 0
<TOTAL-COSTS> 18,334
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 8,816
<INCOME-TAX> 3,086
<INCOME-CONTINUING> 5,730
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,722
<EPS-PRIMARY> .26
<EPS-DILUTED> .26
</TABLE>
