<PAGE>
FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-9859
BANCTEC, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-1559633
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4851 LBJ Freeway, Dallas, TX 75244
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code, 972/341-4000
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.
OUTSTANDING AT
CLASS MAY 6, 1998
----- ----------------
Common Stock, $.01 par value 21,638,938
<PAGE>
BANCTEC, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
ASSETS
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 14,294 $ 21,686
Short-term investments including restricted amounts of
$154 at December 31, 1997 307 308
Accounts receivable, less allowance for doubtful accounts of
$8,051 at March 31, 1998 and $8,100 at December 31, 1997 154,181 156,911
Inventories 85,090 86,847
Current deferred tax asset 17,133 17,133
Other 9,565 7,635
-------------- --------------
TOTAL CURRENT ASSETS 280,570 290,520
PROPERTY, PLANT AND EQUIPMENT - NET 120,520 111,303
GOODWILL, less accumulated amortization of
$31,241 at March 31, 1998 and $29,814 at December 31, 1997 89,892 89,147
OTHER ASSETS 11,770 11,069
-------------- --------------
TOTAL ASSETS $ 502,752 $ 502,039
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving credit facilities $ 80,124 $ 84,139
Current maturities of long-term debt 11,884 11,888
Trade accounts payable 18,696 19,793
Other accrued expenses and liabilities 59,307 71,243
Deferred revenue 38,286 27,278
Income taxes 15,145 9,185
-------------- --------------
TOTAL CURRENT LIABILITIES 223,442 223,526
LONG-TERM DEBT, less current maturities 8,871 11,854
OTHER LIABILITIES 5,980 6,136
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock-authorized, 1,000 shares of $.01 par value:
Series A - no shares issued and outstanding - -
Series B - no shares issued and outstanding - -
Common stock-authorized, 45,000,000 shares of $.01 par value:
issued 21,632,000 at March 31, 1998 and
21,808,000 at December 31, 1997 216 218
Treasury stock - 243,400 shares at March 31, 1998
and 200,000 shares at December 31, 1997 (5,975) (4,692)
Additional paid-in capital 216,611 221,234
Retained earnings 60,180 50,119
Foreign currency translation adjustments (4,956) (5,129)
Unearned compensation (1,617) (1,227)
-------------- --------------
Total Stockholders' Equity 264,459 260,523
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 502,752 $ 502,039
============== ==============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
---- ----
REVENUE:
Equipment and software $ 71,471 $ 77,448
Maintenance and other services 70,911 64,905
------------- -------------
142,382 142,353
COST OF SALES:
Equipment and software 47,415 52,263
Maintenance and other services 52,484 46,903
------------- -------------
99,899 99,166
------------- -------------
GROSS PROFIT 42,483 43,187
OPERATING EXPENSES:
Product development 4,114 5,411
Selling, general & administrative 20,290 18,666
Goodwill amortization 1,354 1,344
------------- -------------
25,758 25,421
------------- -------------
INCOME FROM OPERATIONS 16,725 17,766
OTHER INCOME (EXPENSE):
Interest income 173 175
Interest expense (1,727) (1,753)
Sundry-net 549 (521)
------------- -------------
(1,005) (2,099)
------------- -------------
INCOME BEFORE INCOME
TAXES 15,720 15,667
INCOME TAX PROVISION 5,659 5,640
------------- -------------
NET INCOME $ 10,061 $ 10,027
============= =============
NET INCOME PER SHARE:
Basic $ 0.47 $ 0.48
Diluted $ 0.46 $ 0.46
COMMON SHARES AND COMMON
SHARE EQUIVALENTS USED IN
COMPUTING PER SHARE AMOUNTS:
Basic 21,541 21,012
Diluted 21,789 22,868
See notes to consolidated financial statements.
3
<PAGE>
BANCTEC, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 10,061 $ 10,027
Adjustments to reconcile net income to cash flows
provided by operating activities
Depreciation and amortization 10,653 9,632
Disposition of property, plant and equipment 151 345
Other non-cash items (454) 385
(Increase) decrease in accounts receivable 2,730 (9,725)
(Increase) decrease in inventories (2,576) 6,719
Increase in other assets (2,631) (2,534)
Increase (decrease) in trade accounts payable (1,097) 744
Increase (decrease) in deferred revenue 11,008 (2,803)
Increase (decrease) in other accrued expenses
and liabilities (6,132) 3,196
--------- ---------
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES 21,713 15,986
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (14,039) (14,479)
Purchase of businesses, net of cash acquired (2,041) -
Other - 53
--------- ---------
CASH FLOWS USED IN INVESTING ACTIVITIES (16,080) (14,426)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment of current portion of long-term debt and
capital lease obligations (2,987) (2,845)
Net (payments) proceeds from short-term borrowings (4,000) 2,459
Repurchase of common stock (9,258) -
Proceeds from sales and issuances of common stock 3,350 4,503
--------- ---------
CASH FLOWS PROVIDED BY (USED IN) FINANCING
ACTIVITIES (12,895) 4,117
EFFECT OF EXCHANGE RATE CHANGES ON CASH (130) (975)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (7,392) 4,702
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 21,686 22,872
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 14,294 $ 27,574
========= =========
SUPPLEMENTAL DISCLOSURE INFORMATION:
Cash paid during the period for:
Interest $ 1,517 $ 986
Income taxes 1,491 1,368
See notes to consolidated financial statements.
4
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
1. BASIS OF PRESENTATION AND OTHER ACCOUNTING INFORMATION
The accompanying unaudited balance sheet at March 31, 1998, and the
consolidated statements of operations and cash flows for the interim periods
ending March 31, 1998 and March 31, 1997 should be read in conjunction with
the consolidated financial statements and notes set forth in the most recent
Annual Report on Form 10-K filed with the Securities and Exchange
Commission. In the opinion of management, the accompanying consolidated
financial statements contain all material adjustments, consisting
principally of normal recurring adjustments, necessary for a fair
presentation of the results of operations.
Basic income per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted
income per share is computed by dividing net income by the weighted average
number of common shares outstanding adjusted to reflect the assumed exercise
of all outstanding stock options which are dilutive and adjusted for the
assumed conversion of convertible debt. The Company adopted SFAS No. 128,
"Earnings per Share" effective December 31, 1997. As a result, the Company's
reported net income per share for all periods prior to December 31, 1997,
was restated.
Certain amounts have been reclassified to conform with the current quarter
presentation.
2. INVENTORIES CONSISTED OF THE FOLLOWING:
MARCH 31, DECEMBER 31,
1998 1997
---- ----
(IN THOUSANDS)
Raw materials $ 37,469 $ 41,293
Work-in-progress 8,359 7,883
Finished goods 39,262 37,671
-------- --------
$ 85,090 $ 86,847
======== ========
5
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(CONTINUED)
(UNAUDITED)
3. PROPERTY, PLANT AND EQUIPMENT CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
Land $ 3,030 $ 3,030
Field support spare parts 111,296 110,297
Machinery and equipment 61,623 62,203
Furniture, fixtures and other 56,645 48,898
Building 27,995 27,488
--------- ---------
260,589 251,916
Accumulated depreciation (140,069) (140,613)
--------- ---------
$ 120,520 $ 111,303
========= =========
</TABLE>
4. OTHER ACCRUED EXPENSES AND LIABILITIES CONSISTED OF THE FOLLOWING:
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
Salaries, wages and other compensation $ 18,040 $ 18,878
Advances from customers 10,523 16,441
Accrued taxes, other than income taxes 6,919 9,219
Accrued invoices and costs 9,140 8,582
Accrued merger charges and other costs 1,500 2,902
Other 13,185 15,221
-------- --------
$ 59,307 $ 71,243
======== ========
</TABLE>
6
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)
5. EARNNGS PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
---- ----
<S> <C> <C>
BASIC:
Net Income $ 10,061,000 $ 10,027,000
=============== ================
Shares issued at beginning of period 21,809,678 20,796,935
Weighted average number of shares repurchased or held
in treasury stock during the period (330,804) (29,936)
Weighted average shares issued during the period 62,411 245,472
--------------- ----------------
Weighted average number of shares outstanding,
as adjusted 21,541,285 21,012,471
=============== ================
Basic income per common and common
equivalent share $ 0.47 $ 0.48
=============== ================
DILUTED:
Net Income $ 10,061,000 $ 10,027,000
Add after tax interest expense applicable to
7 1/4% convertible subordinated debentures - 507,000
--------------- ----------------
Net Income as adjusted $ 10,061,000 $ 10,534,000
=============== ================
Shares issued at beginning of period 21,809,678 20,796,935
Weighted average number of shares repurchased or held
in treasury stock during the period (330,804) (29,936)
Weighted average shares issued during the period and
shares issuable from assumed exercise of stock
options reduced by the number of shares which
could have been purchased with the proceeds from
exercise of such options and unearned compensation
on restricted stock awards 310,295 562,416
--------------- ----------------
Weighted average number of shares
outstanding, as adjusted excluding 7 1/4%
convertible subordinated debentures 21,789,169 21,329,415
=============== ================
Diluted income per common and common
equivalent share excluding 7 1/4% convertible
subordinated debentures $ 0.46 $ 0.47
=============== ================
Weighted average shares issuable assuming conversion
of 7 1/4% convertible subordinated debentures - 1,538,720
Weighted average number of shares outstanding as
adjusted 21,789,169 22,868,135
--------------- ----------------
Diluted income per common and common
equivalent share $ 0.46 $ 0.46
=============== ================
</TABLE>
At March 31, 1998 and 1997, 120,948 stock options and 304,895 stock
options, respectively, were not considered to be common stock equivalents in the
computation of diluted weighted average shares outstanding because they were
antidilutive. Exercise prices on the stock options ranged from $25.81 to $27.00
per share and $22.38 to $23.31 per share, respectively, at March 31, 1998 and
1997.
7
<PAGE>
BANCTEC, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
(UNAUDITED)
6. COMPREHENSIVE INCOME
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued. The
Company has adopted this standard which requires disclosure of comprehensive
income and its components in the financial statements. For the Company,
comprehensive income includes net income and foreign currency translation
adjustments. The components of comprehensive income for the quarter ended March
31, 1998 and 1997 are as follows:
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
---- ----
(DOLLARS IN THOUSANDS)
Net income $ 10,061 $ 10,027
Foreign currency translation adjustments (173) (1,712)
---------- --------
Total comprehensive income $ 9,888 $ 8,315
========== ========
8
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED MARCH 31, 1998 AND THREE MONTHS ENDED MARCH 31,
- --------------------------------------------------------------------------------
1997
----
Total revenue of $142.4 million for the first quarter of 1998 was approximately
equal to the total revenue for the first quarter of 1997. Revenue from sales of
equipment and software decreased $6.0 million primarily due to a decrease in
domestic orders for large systems. While the Company's systems integration
business has historically been somewhat variable, the Company believes that
additional factors contributing to lower first quarter revenues include spending
commitments by its customers to address year 2000 compliance, as well as ongoing
competitive considerations. Softness in the domestic systems business was
balanced in part by international systems operations and strong growth in
network services. Revenue from maintenance and other services increased $6.0
million from the prior period due to continued strong growth in network services
in the U.S.
Total gross profit of $42.5 million for the first quarter of 1998 declined $0.7
million from the first quarter of 1997. Gross profit for equipment and software
of $24.1 million was $1.1 million lower than in the first quarter of 1997. This
decrease was primarily due to lower equipment and software revenue. Gross profit
for maintenance and other services of $18.4 million was $0.4 million higher due
to the increase in network and desktop support services revenue.
Operating expenses in the first quarter of 1998 totaled $25.8 million, an
increase of $0.3 million from the first quarter of 1997. Product development
expenses of $4.1 million decreased $1.3 million primarily due to the completion
of development work on new products introduced late in 1997. Sales and marketing
expenses of $13.4 million increased by $1.2 million primarily due to the higher
level of operating activities. General and administrative expenses of $6.9
million increased $0.4 million due to the timing of some expenses.
First quarter results included sundry income of $0.5 million, primarily due to
foreign currency gains. This represents a $1.0 million increase over the prior
year period, a period that included foreign currency losses.
The income tax provision of $5.7 million was comparable to the first quarter of
1997. The effective income tax rate was 36% for both periods.
Net income of $10.1 million for the first quarter of 1998 was approximately
equal to the first quarter of 1997. Diluted earnings per share were the same for
both March 31, 1998 and 1997.
9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(Continued)
(UNAUDITED)
SUPPLEMENTAL REVENUE DISTRIBUTION
The following distribution of revenues has been provided as additional
information for the three months ended March 31, 1998 and 1997.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
Service & Manufacturing $ 77,124 $ 70,008
Worldwide Systems 66,446 73,759
Plexus 5,160 4,324
Eliminations (6,348) (5,738)
--------- ---------
Total Revenue $ 142,382 $ 142,353
========= =========
</TABLE>
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31, MARCH 31,
1998 1997
---- ----
(IN THOUSANDS)
<S> <C> <C>
Financial transaction processing systems $ 51,501 $ 57,288
OEM and support products 12,672 12,661
Plexus 7,298 7,499
-------- --------
Total equipment and software $ 71,471 $ 77,448
-------- --------
Equipment maintenance 39,939 41,413
Network services 30,972 23,492
-------- --------
Total maintenance and other services $ 70,911 $ 64,905
-------- --------
Total Revenue $142,382 $142,353
======== ========
</TABLE>
10
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS-(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company expects to complete a long-term debt financing of up to $150 million
in the second quarter of 1998 to replace the debt instruments that are currently
in place and for other anticipated requirements.
Cash and cash equivalents as of March 31, 1998 were $14.3 million compared to
$21.7 million as of December 31, 1997. Total borrowings were $100.9 million as
of March 31, 1998 compared to $107.9 million as of December 31, 1997. Total
working capital decreased to $57.1 million as of March 31, 1998 from $67.0
million as of December 31, 1997. The $9.9 million decrease in working capital
was primarily due to the use of cash for capital expenditures, repurchases, of
the Company's common stock and scheduled loan repayments.
Cash provided by operations was $21.7 million for the quarter ended March 31,
1998, compared to $16.0 million for the quarter ended March 31,1997. The
increased cash flow was due primarily to higher collections of accounts
receivable in the first quarter of 1998 as compared to the prior period.
The Company believes that, upon completion of the long-term debt financing, it
has sufficient financial resources available to support its requirements to fund
operations, and is not aware of any trends, demands or commitments that would
have a material adverse impact on the Company's long or short-term liquidity.
Funds to support the Company's operations, including capital expenditures, have
been derived from a combination of funds provided by operations, short-term bank
financing and, to a lesser extent, by sales of capital stock under employee
stock option and purchase plans.
At March 31, 1998, the Company had the following debt instruments in place: 1)
Term loan, 2) Revolving Credit Facility, 3) Foreign Lines of Credit and 4)
Uncommitted Domestic Lines of Credit. The outstanding balance on the Term Loan
at March 31, 1998 was $18.8 million which is payable in equal quarterly
installments due through its maturity in December 31, 1999. The Company has
available a revolving credit facility of $50.0 million with an outstanding
balance of $41.7 million as of March 31, 1998. Unsecured foreign credit debt of
$4.4 million were also outstanding as of March 31, 1998 under the foreign lines
of credit. The Company also has available uncommitted lines of credit with a
group of domestic banks totaling $85.0 million. These lines have a maximum term
of 30 days. Under these uncommitted lines, the Company had $34.0 million in
obligations outstanding as of March 31, 1998.
As part of its on going stock repurchase program, the Company bought 369,400
shares of common stock during the first quarter. The Company has repurchased
907,500 shares as of April 29, 1998 under the 2.0 million share repurchase
program authorized in 1997. The share repurchase program is intended to offset
the dilution from the exercise of stock options.
Inflation has not had a material effect on the operating results of the Company.
CERTAIN CONSIDERATIONS
From time to time, information provided by the Company or statements made by its
employees may contain "forward-looking" information, as that term is defined in
the Private Securities Litigation Reform Act of 1995 (the "Act"). The Company
cautions investors that there can be no assurances that actual results or
business conditions will not differ materially from those projected or suggested
in such forward-looking statements as a result of various factors, including but
not limited to the following:
The Company offers its products and services directly and through indirect
distribution channels to customers around the world. Global, as well as
regional, economic factors, changes in laws and regulations, currency
fluctuations, changes in monetary policy or tariffs, and competition could
impact the Company's financial condition or future results of operations. In
addition, changes in the mix of products and services purchased and timely
acceptance of these products and services by customers in these global markets
could cause actual operating results to vary from those expected.
The Company's future operating results are dependent on its ability to develop,
produce, and market new innovative products and services. There are numerous
risks inherent in this complex process, including rapid technological change and
the requirement that the Company bring to market in a timely fashion new
products and services which meet the customer's changing needs.
The market price of the Company's securities could be subject to fluctuations in
response to quarter to quarter variations in operating results, changes in
analysts' earnings estimates, market conditions in the technology industry, as
well as general economic conditions and other factors external to the Company.
11
<PAGE>
FORM 10-Q
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
NONE
ITEM 2. CHANGES IN SECURITIES
---------------------
NONE
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
-------------------------------
NONE
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
-----------------------------------------------------
NONE
12
<PAGE>
ITEM 5. OTHER INFORMATION
-----------------
NONE
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
a) Exhibits
27.0 Financial Data (Electronic Filing Only)
b) Reports on Form 8-K
On May 1, 1998, the Company filed a Form 8-K incorporating the
press release dated April 21, 1998 concerning first quarter
financial information.
13
<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.
BANCTEC, INC.
/s/ Scott J. Wilson
------------------------------
Scott J. Wilson
Vice President, Controller and
Assistant Treasurer
Dated: May 11, 1998
14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET STATEMENT OF OPERATIONS AND NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS AND AND IS QUALIFIED INS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS AND FOOTNOTES.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1997
<PERIOD-START> JAN-31-1998 JAN-31-1997
<PERIOD-END> MAR-31-1998 MAR-31-1997
<CASH> 14,294 0
<SECURITIES> 307 0
<RECEIVABLES> 162,232 0
<ALLOWANCES> (8,051) 0
<INVENTORY> 85,090 0
<CURRENT-ASSETS> 280,570 0
<PP&E> 260,589 0
<DEPRECIATION> (140,069) 0
<TOTAL-ASSETS> 502,752 0
<CURRENT-LIABILITIES> 223,442 0
<BONDS> 8,871 0
216 0
0 0
<COMMON> 0 0
<OTHER-SE> 270,816 0
<TOTAL-LIABILITY-AND-EQUITY> 502,752 0
<SALES> 71,471 77,448
<TOTAL-REVENUES> 142,382 142,353
<CGS> 47,415 52,263
<TOTAL-COSTS> 99,899 99,166
<OTHER-EXPENSES> 5,468 6,755
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 1,727 1,753
<INCOME-PRETAX> 15,720 15,667
<INCOME-TAX> 5,659 5,659
<INCOME-CONTINUING> 10,061 10,027
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 10,061 10,027
<EPS-PRIMARY> 0.47 0.48
<EPS-DILUTED> 0.46 0.46
</TABLE>
