<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|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 PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-8664
the Harper Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 94-1740320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
260 Townsend Street,
San Francisco, California 94107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 978-0600
Inapplicable
(Former name, former address and former fiscal year if changed from last
report.)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No __
At August 5, 1996 the number of shares outstanding of the registrant's
common stock was 15,894,054.
<PAGE> 2
TABLE OF CONTENTS
Part I. Financial Information Page
Item 1. Financial Statements:
Condensed Consolidated Income Statements
for the three and six months ended
June 30, 1996 and 1995 3
Condensed Consolidated Balance Sheets,
June 30, 1996 and December 31, 1995 4
Condensed Consolidated Statements of
Cash Flows for the six months ended
June 30, 1996 and 1995 5
Notes to Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 8
Part II. Other Information
Item 4. Submission of matters to a vote of security
Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
<PAGE> 3
I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
THE HARPER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(unaudited, in thousands, except per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenue $ 146,176 $ 133,996 $ 278,622 $ 259,939
Freight consolidation costs 85,840 79,059 163,394 153,893
-------- ------- ------- -------
Net revenue 60,336 54,937 115,228 106,046
Other costs and expenses:
Salaries and related 32,192 28,905 63,647 57,125
Operating, selling and
administrative 20,535 18,969 39,094 36,844
-------- ------- ------- -------
Total other costs and expenses 52,727 47,874 102,741 93,969
Income from operations 7,609 7,063 12,487 12,077
Other income-net 1,180 601 2,464 1,268
-------- ------- ------- -------
Income before taxes on income 8,789 7,664 14,951 13,345
Taxes on income 3,427 3,063 5,831 5,204
-------- ------- ------- -------
Net income $ 5,362 $ 4,601 $ 9,120 $ 8,141
========== ========== ========== ==========
Net income per share $ .34 $ .29 $ .57 $ .51
========== ========== ========== ==========
Dividends declared per share $ .12 $ .11 $ .12 $ .11
========== ========== ========== ==========
Weighted average shares
outstanding 15,917 16,065 15,920 16,096
========== ========== ========== ==========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements
<PAGE> 4
<TABLE>
<CAPTION>
THE HARPER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited, in thousands, except share and per share amounts)
June 30 December 31
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and equivalents $ 23,491 $ 22,439
Short-term investments 2,789 11,299
Accounts receivable, less allowance
(1996, $4,835; 1995, $4,739) 173,129 166,885
Other current assets 8,556 6,741
--------- --------
Total current assets 207,965 207,364
Property 133,601 130,008
Less accumulated depreciation (60,054) (56,413)
--------- --------
Property-net 73,547 73,595
Marketable securities 30,309 36,544
Other assets 29,150 19,240
---------- ---------
Total assets $ 340,971 $ 336,743
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to banks $ 3,865 $ 2,898
Accounts payable 113,780 101,313
Accrued liabilities 31,489 30,146
--------- --------
Total current liabilities 149,134 134,357
Deferred income taxes 6,490 6,877
Long-term notes payable 14,437 30,053
Commitments and contingencies - -
Stockholders' equity:
Preferred stock, $1 par: shares
authorized, 1,000,000 - -
Common stock, $1 par: shares
authorized, 40,000,000;
shares issued and outstanding:
June 30, 1996, 15,922,691;
December 31, 1995, 16,250,669 20,809 19,956
Treasury Stock, at cost:
June 30, 1996, 382,000 shares;
December 31, 1995, 287,000 shares (6,583) (4,890)
Retained earnings 162,637 155,427
Unrealized change in value of
marketable securities (701) (806)
Cumulative translation adjustments (5,252) (4,231)
--------- --------
Total stockholders' equity 170,910 165,456
--------- --------
Total liabilities and stockholders' equity $ 340,971 $ 336,743
========== ==========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements
<PAGE> 5
<TABLE>
<CAPTION>
THE HARPER GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
Six Months Ended
June 30
1996 1995
--------- ---------
<S> <C> <C>
Operating activities:
Net income $ 9,120 $ 8,141
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,276 5,109
Losses/(gains) on sales of assets (399) (509)
Net effect of changes in working capital 6,118 6,810
Other (947) (176)
-------- --------
Net cash provided by operating activities 19,168 19,375
-------- --------
Investing activities:
Capital expenditures (6,307) (6,205)
Proceeds from sales of marketable securities 5,918 2,963
Proceeds from sales/(purchases) of short
term investments. 8,714 (408)
Proceeds from sales of fixed assets 2,071 1,685
Acquisitions of businesses (10,350) (2,950)
Other (379) 668
-------- --------
Net cash used in investing activities (333) (4,247)
-------- --------
Financing activities:
Issuance(repayment) of long-term notes payable (15,617) (423)
Increase(decrease) in notes payable 967 (7,142)
Payments of dividends (1,768) (1,775)
Purchases of treasury stock (1,693) (3,254)
Proceeds from exercise of stock options 675 130
-------- --------
Net cash used by financing activities (17,436) (12,464)
-------- --------
Effect of exchange rate changes on cash (347) 135
-------- --------
Increase in cash and equivalents 1,052 2,799
Cash and equivalents at beginning of period 22,439 18,135
-------- --------
Cash and equivalents at end of period $ 23,491 $ 20,934
========= =========
</TABLE>
[FN]
See Notes to Condensed Consolidated Financial Statements
<PAGE> 6
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Note 1 - General
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements include all adjustments (which
include normal recurring accruals) necessary to present fairly the
financial position as of June 30, 1996 and the results of operations
and cash flows for the periods presented in conformity with generally
accepted accounting principles. It is suggested that these unaudited
condensed consolidated financial statements be read in conjunction
with the audited consolidated financial statements and notes thereto
included in the Harper Group, Inc. (the Company) 1995 Annual Report to
Stockholders incorporated by reference in the Company's 1995 Form 10-
K, and Management's Discussion and Analysis of Financial Condition and
Results of Operations included elsewhere in this Form 10-Q.
Note 2 - Federal Tax Litigation
The United States Internal Revenue Service issued a notice of
deficiency with respect to the Company's income tax liabilities for
the years ended 1986 and 1987 asserting an aggregate liability for tax
of approximately $7.9 million. The Company subsequently filed a
petition in the U.S. Tax Court contesting all of the asserted
deficiency, and made a partial payment of tax. Settlement negotiations
with the Internal Revenue Service have now been concluded with respect
to this matter. Under the terms of the proposed settlement, the
Company would be entitled to receive a net refund of approximately
$300,000. However, there has been no final settlement because the
matter has been held in abeyance pending resolution of the Company's
refund proposals arising out of its 1992 write-offs.
The Company is engaged in discussions with the Internal Revenue
Service with respect to federal income tax refunds arising out of the
1992 write-offs involving approximately $9 million of tax. A tentative
agreement has been made on specific issues which would produce a
refund of $4 million. It is not possible to predict at this time the
extent to which the Internal Revenue Service will agree with the
Company's proposed income tax refunds on the remaining issues, or the
effect upon the settlement of the issues in the Company's tax years
1986 and 1987.
The Internal Revenue Service has issued a notice of proposed
deficiency with respect to tax years 1988 and 1989 proposing to assert
deficiencies in tax and penalties in the aggregate amount of
approximately $9.9 million. The Company has agreed to adjustments that
will result in a deficiency in tax in the amount of approximately
$500,000 for 1988 and has filed a protest with respect to the
remaining unagreed proposed deficiency. The matter is pending before
the Internal Revenue Service Appeals Office. Because of the number and
complexity of the issues involved, resolution of the controversy may
require a number of years. Management believes that the ultimate
resolution of these matters will not have a material adverse effect on
the Company's financial position or results of operations.
<PAGE> 7
Note 3 - Business Segment Information
The Company operates in the international freight forwarding industry,
which encompasses air freight forwarding, customs brokerage and other
value added logistics services, as well as ocean freight forwarding.
Certain information regarding the Company's operations by region is
summarized below.
<TABLE>
<CAPTION>
North Far Latin Other Corpo- Elimi- Consol-
America Europe East America Areas rate nations idated
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Three months ended June 30, 1996:
Revenue from
customers $ 79,201 $ 35,803 $ 20,141 $ 4,688 $ 6,343 $ 0 $ 0 $ 146,176
Transfers
between
regions 727 646 780 505 463 0 (3,121) 0
Total -------- -------- -------- ------- ------- ------- ------- ---------
revenue $ 79,928 $ 36,449 $ 20,921 $ 5,193 $ 6,806 $ 0 $(3,121) $ 146,176
======== ======== ======== ======= ======= ======= ======= =========
Net
revenue $ 30,209 $ 16,087 $ 6,240 $ 2,599 $ 5,201 $ 0 $ 0 $ 60,336
======== ======== ======== ======= ======= ======= ======= =========
Income
(loss) from
operations $ 5,381 $ 2,839 $ 1,298 $ 528 $ 847 $(3,284)$ 0 $ 7,609
======== ======== ======== ======= ======= ======= ======= =========
Three months ended June 30, 1995:
Revenue from
customers $ 70,133 $ 29,472 $ 24,046 $ 4,630 $ 5,715 $ 0 $ 0 $ 133,996
Transfers
between
regions 1,275 462 1,011 761 545 0 (4,054) 0
Total -------- -------- -------- ------- ------- ------- ------- ---------
revenue $ 71,408 $ 29,934 $ 25,057 $ 5,391 $ 6,260 $ 0 $(4,054) $ 133,996
======== ======== ======== ======= ======= ======= ======= =========
Net
revenue $ 25,776 $ 15,555 $ 6,432 $ 2,558 $ 4,616 $ 0 $ 0 $ 54,937
======== ======== ======== ======= ======= ======= ======= =========
Income
(loss) from
operations$ 5,193 $ 2,324 $ 891 $ 623 $ 860 $(2,828)$ 0 $ 7,063
======== ======== ======== ======= ======= ======= ======= =========
Six months ended June 30, 1996:
Revenue
from
customers $153,802 $ 64,684 $ 39,403 $ 8,372 $12,361 $ 0 $ 0 $ 278,622
Transfers
between
regions 1,238 1,214 1,597 1,146 937 0 (6,132) 0
Total -------- -------- -------- ------- ------- ------- ------- ---------
revenue $155,040 $ 65,898 $ 41,000 $ 9,518 $13,298 $ 0 $(6,132) $ 278,622
======== ======== ======== ======= ======= ======= ======= =========
Net revenue$ 57,298 $ 31,000 $ 11,915 $ 4,929 $10,086 $ 0 $ 0 $ 115,228
======== ======== ======== ======= ======= ======= ======= =========
Income
(loss) from
operations $ 9,125 $ 4,682 $ 2,214 $ 943 $ 1,759 $(6,236)$ 0 $ 12,487
======== ======== ======== ======= ======= ======= ======= =========
Six months ended June 30, 1995:
Revenue
from
customers $141,553 $ 54,027 $ 43,855 $ 9,258 $11,246 $ 0 $ 0 $ 259,939
Transfers
between
regions 1,706 934 1,735 1,419 951 0 (6,745) 0
Total -------- -------- -------- ------- ------- ------- ------- ---------
revenue $143,259 $ 54,961 $ 45,590 $10,677 $12,197 $ 0 $(6,745) $ 259,939
======== ======== ======== ======= ======= ======= ======= =========
Net revenue$ 50,950 $ 29,392 $ 11,675 $ 4,870 $ 9,159 $ 0 $ 0 $ 106,046
======== ======== ======== ======= ======= ======= ======= =========
Income
(loss) from
operations $ 9,673 $ 4,265 $ 1,414 $ 1,140 $ 1,810 $(6,225)$ 0 $ 12,077
======== ======== ======== ======= ======= ======= ======= =========
</TABLE>
Revenue from transfers between regions represents approximate amounts
that would be charged if the services were provided by an unaffiliated
company. Total regional revenue is reconciled with total consolidated
revenue by eliminating inter-regional revenue. Regional income (loss)
from operations excludes overhead charges. Prior period amounts have
been reclassified to conform to the 1996 presentation.
Note 4
In February, 1996 the Company acquired the customer list and other operating
freight forwarding assets of Celadon/Jacky Maeder, Ltd., a US based
international freight forwarding and customs brokerage company. The acquisition
was accounted for as a purchase. The purchase price is contingent upon future
net revenues of the acquired assets.
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's principal services are international air freight
forwarding, ocean freight forwarding, and customs brokerage and other
value added logistics services. The following table shows the revenue
and net revenue, in dollars and percentages, attributable to the
Company's principal services during the periods indicated. Revenue
for air freight and ocean freight consolidations (indirect revenue)
includes the cost of such freight. Revenue for air freight and ocean
freight agency or direct shipments, customs brokerage and import
services, includes fees or commissions for these services. A
comparison of net revenue best measures the relative importance of the
Company's principal services.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
1996 1995 1996 1995
------------ ------------- -------------- --------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue
Air freight
forwarding $ 91,548 62% $ 86,272 64% $ 174,683 63% $ 169,149 65%
Ocean freight
forwarding 25,829 18% 22,165 17% 49,841 18% 41,828 16%
Customs brokerage
and other 28,799 20% 25,559 19% 54,098 19% 48,962 19%
------------- ------------- -------------- --------------
$146,176 100% $133,996 100% $ 278,622 100% $ 259,939 100%
============= ============= ============== ==============
Net Revenue
Air freight
forwarding $ 22,975 38% $ 21,247 39% $ 44,612 39% $ 42,254 40%
Ocean freight
forwarding 8,562 14% 8,131 15% 16,518 14% 14,830 14%
Customs brokerage
and other 28,799 48% 25,559 46% 54,098 47% 48,962 46%
------------- ------------- -------------- --------------
$ 60,336 100% $ 54,937 100% $ 115,228 100% $ 106,046 100%
============= ============= ============== ==============
</TABLE>
This form 10-Q contains certain forward-looking statements reflecting the
Company's current expectations and there can be no assurances that the
Company's actual future performance will meet such expectations.
Forward-looking statements are preceeded by an asterisk.
Results of Operations
Three Months ended June 30, 1996 vs 1995:
- -----------------------------------------
Revenue increased in 1996 by 9% to $146.2 million from $134.0 million
reported in 1995.
Air freight forwarding revenue increased 6% over the prior year,
primarily in Europe and North America. These improvements were due to
an increase in the number of shipments, offset by decreases in the Far
East mainly due to an economic downturn in Japan.
Ocean freight revenue increased by 17% due to an increase in the
number of shipments in North America, Europe and the Far East.
<PAGE>9
Customs brokerage and other revenue increased 13% primarily as a
result of an increase in the number of customs entries in North
America. This increase was partly driven by the acquisition of the
customer list of Celadon/Jacky Maeder, a US based international
freight forwarder and customs brokerage company.
Other revenue includes warehousing, distribution and value added logistics
services which showed increases in all geographic regions contributing to
this growth.
Net revenue increased 10% over the prior year. Air freight forwarding
net revenue increased 8% over the prior year due to an improvement in
yields and an increase in volumes in all geographic regions. Net ocean
freight forwarding revenue increased 5% over the prior year as a
result of an increase in the number of shipments in North America,
Europe and the Far East. Ocean freight margins increased in North
America and Europe but were offset by lower margins in the Far East
due to an economic slow down in Japan.
Salaries and related costs increased as a result of an increase in the
number of employees hired to serve new customers and due to increased
business from acquisitions.
Operating, selling and administrative expenses increased as a result
of costs related to processing higher transaction volumes and
increases in rent expense on leases from the 1995 sale and leaseback
transaction.
Other income-net increased due to lower interest expense in 1996 as a
result of decreased borrowings, higher equity earnings reported by our
unconsolidated affiliates and foreign currency losses on the Japanese
Yen in 1995 that did not recur in 1996. The Company implemented a
hedging program for transaction risk in the latter part of 1995 to
minimize the risk of loss.
Six Months ended June 30, 1996 vs 1995:
- ---------------------------------------
Revenue increased in 1996 by 7% to $278.6 million from $259.9 million
reported in 1995.
Air freight forwarding revenue increased 3%, primarily in North
America and Europe. Increases were due to higher volumes, offset in
part by an economic slow down in the Far East and Latin America.
Ocean revenue increased 19% with strong growth in the number of
shipments in all regions.
Customs brokerage and other revenue increased 10% as a result of an
increase in the number of customs entries as well as an increase in
warehousing, distribution, and other revenues in all regions. These
increases were driven by the acquisition of Celadon Jacky/Maeder as
well as increases from existing customers.
Net revenue increased by 9% over the prior year. Air freight net
revenue increased 6% as a result of an improvement in yields and an
increase in volumes. Ocean net revenue increased 11% with strong
growth in the number of shipments world wide, and improved margins in
all regions except the Far East due to an economic slow down in Japan.
Salaries and related costs increased as a result of an increase in
the number of employees primarily due to acquisitions and increased
business.
Operating, selling and administrative expenses increased as a result
of costs related to processing higher transaction volumes and
increases in rent expense on leases from the 1995 sale and leaseback
transaction.
Other income-net increased due to lower interest expense in 1996 as a
result of decreased borrowings, higher equity earnings reported by our
unconsolidated affiliates and foreign currency losses on the Japanese
Yen in 1995 that did not recur in 1996. The Company implemented a
hedging program for transaction risk in the latter part of 1995 to
minimize the risk of loss.
<PAGE> 10
Liquidity and Capital Resources
- -------------------------------
Capital expenditures for the six months ended June 30, 1996 were $6.3
million. Total anticipated capital expenditures for the year are $13.0
million.
In the second quarter the Company purchased 30,000 shares of its common
stock at a total cost of $593,000 with purchase prices ranging from
$17.00 to $19.87 per share through the stock repurchase program approved
by the Board of Directors in 1994. On a year to date basis the Company
purchased 95,000 shares of its common stock at a total cost of $1.7
million with prices ranging from $16.75 to $19.87 per share. 118,000
remaining shares can be purchased under the current program.
In December 1995, the Company entered into a sale and leaseback
transaction which generated cash proceeds of approximately $15
million. The proceeds were used to pay for acquisitions and to reduce
borrowings.
The Company makes significant disbursements on behalf of its customers
for transportation costs and customs duties. The billings to customers
for these disbursements, which are several times the amount of revenue
and fees derived from these transactions, are not recorded as revenue
and expense on the Company's income statement but are combined as
accounts receivable in the balance sheet.
Successful asset management programs developed in 1995 continued to
improve the Company's working capital in the second quarter.
Management will continue to emphasize its commitment to working
capital management.
* Management believes that operating cash flow, the Company's current
financial structure and borrowing capacity will be adequate to fund
its operations, finance capital expenditures and acquisitions, and pay
dividends to stockholders.
<PAGE>11
II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
The annual meeting of shareholders was held on May
14, 1996. Wesley J. Fastiff and Frank J. Wezniak were
elected as directors, as tabulated below.
Against or
For Withheld Abstentions
Election of Directors
Wesley J. Fastiff 13,319,809 1,339,481 -
Frank J. Wezniak 13,320,109 1,339,181 -
In addition, Peter Gibert, Ray C. Robinson, Jr., Edward J. Holman
and John M. Kaiser will continue as directors.
Additionally, the voting results of a proposal to add 1,250,000 shares
to the Company's 1994 Omnibus Equity Incentive Plan, and a proposal to
approve the adoption of the 1995 Stock Option Plan for Non-Employee
Directors were as follows:
Against or
For Withheld Abstentions
Amendment of the 1994 Omnibus
Equity Incentive Plan 8,079,161 5,149,527 395,782
Adoption of 1995 Stock Option
Plan for Non-employee Directors 10,022,368 3,286,983 384,400
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit 27, Financial Data Schedule, page 13 EDGAR filing only.
(b) Form 8-K:
No reports on Form 8-K were filed during the three
months ended June 30, 1996.
<PAGE> 12
S I G N A T U R E S
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.
THE HARPER GROUP, INC.
_________________________
Registrant
Dated: August 6, 1996
/S/ Peter Gibert
___________________________
Peter Gibert, President and
Chief Executive Officer
/S/ Robert J. Diaz
_____________________________________
Robert J. Diaz, Senior Vice
President and Chief Financial Officer
<PAGE> 13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Harper Group Inc., and Subsidiaries - Financial Data Schedule
(in thousands except per share amount)
This schedule contains summary financial information extracted from the
condensed consolidated financial statements from the Company's form 10-Q
for the quarterly period ending June 30, 1996, and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<MULTIPLIER> 1000
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-1-1996
<PERIOD-END> Jun-30-1996
<CASH> 23491
<SECURITIES> 30309
<RECEIVABLES> 177964
<ALLOWANCES> 4835
<INVENTORY> 0
<CURRENT-ASSETS> 207965
<PP&E> 133601
<DEPRECIATION> 60054
<TOTAL-ASSETS> 340971
<CURRENT-LIABILITIES> 149134
<BONDS> 0
0
0
<COMMON> 14226
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 340971
<SALES> 0
<TOTAL-REVENUES> 278622
<CGS> 0
<TOTAL-COSTS> 163394
<OTHER-EXPENSES> 102741
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 14951
<INCOME-TAX> 5831
<INCOME-CONTINUING> 9120
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9120
<EPS-PRIMARY> .57
<EPS-DILUTED> .57
