<PAGE> 1
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 March 31, 1996
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 1-7120
------
HARTE-HANKS COMMUNICATIONS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 74-1677284
-------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
200 Concord Plaza Drive, San Antonio, Texas 78216
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code -- 210/829-9000
------------
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: $1 par value, 30,047,781 shares as of March 31, 1996.
<PAGE> 2
2
HARTE-HANKS COMMUNICATIONS, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
FORM 10-Q REPORT
March 31, 1996
<TABLE> Page
----
<S> <C> <C>
Part I. Financial Information
Item 1. Interim Condensed Consolidated Financial
Statements (Unaudited)
Condensed Consolidated Balance Sheets - 3
March 31, 1996 and December 31, 1995
Consolidated Statements of Operations - 4
Three months ended March 31, 1996 and 1995
Consolidated Statements of Cash Flows - 5
Three months ended March 31, 1996 and 1995
Notes to Interim Condensed Consolidated Financial 6
Statements
Item 2. Management's Discussion and Analysis of Financial 7
Condition and Results of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
(a) Exhibits
(b) Reports on Form 8-K
Signature 12
</TABLE>
<PAGE> 3
3
Harte-Hanks Communications, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (in thousands, except per share and share
amounts) (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1996 1995
--------- ------------
<S> <C> <C>
Assets
Current assets
Cash........................................... $ 9,895 $ 6,710
Accounts receivable, net....................... 64,247 69,995
Inventory...................................... 22,552 21,285
Prepaid expenses............................... 6,546 4,973
Current deferred income tax benefit............ 6,685 6,809
Other current assets........................... 3,852 3,423
--------- ---------
Total current assets........................... 113,777 113,195
Property, plant and equipment, net............. 88,829 87,908
Goodwill, net.................................. 269,246 271,511
Other assets................................... 5,399 5,101
--------- ---------
Total assets................................... $ 477,251 $ 477,715
========= =========
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable........................... $ 34,495 $ 32,029
Accrued payroll and related expenses....... 11,651 19,057
Customer deposits and unearned revenue..... 14,084 11,585
Income taxes payable....................... 4,885 762
Other current liabilities.................. 6,486 6,947
--------- ---------
Total current liabilities................ 71,601 70,380
Long term debt............................... 211,040 220,040
Other long term liabilities.................. 22,847 22,201
--------- ---------
Total liabilities........................ 305,488 312,621
--------- ---------
Stockholders' equity
Common stock, $1 par value, authorized 50,0
shares. Issued and outstanding 1996: 30,0
shares; 1995: 29,991,709 shares.......... 30,048 29,992
Additional paid-in capital................. 156,920 156,192
Accumulated deficit........................ (15,205) (21,090)
--------- ---------
Total stockholders' equity............... 171,763 165,094
--------- ----------
Total liabilities and stockholders' equit $ 477,251 $ 477,715
========= =========
</TABLE>
See Notes to Interim Condensed Consolidated Financial Statements.
<PAGE> 4
4
Harte-Hanks Communications, Inc. and Subsidiaries
Consolidated Statements of Operations
(in thousands, except per share amounts) (Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
--------- ---------
<S> <C> <C>
Operating revenues.................................. $124,899 $130,178
-------- --------
Operating expenses
Payroll........................................... 47,922 49,704
Production and distribution....................... 43,890 47,273
Advertising, selling, general and administrative.. 12,979 14,763
Depreciation...................................... 3,635 3,416
Goodwill amortization............................. 2,299 2,424
-------- --------
110,725 117,580
-------- --------
Operating income.................................... 14,174 12,598
-------- --------
Other expenses (income)
Interest expense.................................. 3,282 4,946
Interest income................................... (903) (102)
Gain on divestiture............................... --- (12,293)
Other, net........................................ 200 443
-------- ---------
2,579 (7,006)
-------- --------
Income before income tax expense.................... 11,595 19,604
Income tax expense.................................. 5,210 13,494
-------- ---------
Net income.......................................... $ 6,385 $ 6,110
======== =========
Primary:
Earnings per common share......................... $ 0.20 $ 0.21
======== ========
Weighted average common and common equivalent
shares outstanding.............................. 31,545 28,709
======== ========
Fully diluted:
Earnings per common share......................... $ 0.20 $ 0.20
======== ========
Weighted average common and common equivalent
share outstanding................................. 31,548 30,902
======== ========
</TABLE>
See Notes to Interim Condensed Consolidated Financial Statements.
<PAGE> 5
5
Harte-Hanks Communications, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
---- ----
<S> <C> <C>
Operating Activities
Net income.......................................... $ 6,385 $ 6,110
Add (deduct) non-cash income and expenses:
Depreciation ................................. 3,635 3,416
Goodwill amortization......................... 2,299 2,424
Amortization of option related compensation... 401 240
Film amortization............................. 345 654
Deferred income taxes......................... 305 (1,321)
Other, net.................................... 39 300
Gain on divestiture........................... --- (12,293)
Changes in operating assets and liabilities,
net of acquisitions and divestiture
Decrease in accounts receivable, net............. 5,748 3,626
Increase in inventory............................ (1,267) (3,614)
Increase in prepaid expenses and other
current assets................................ (2,157) (1,732)
Increase in accounts payable..................... 2,466 1,822
Increase (decrease) in other accrued expenses
and other liabilities......................... (1,188) 9,212
Other, net....................................... (111) 222
-------- --------
Net cash provided by operating activities............ 16,970 9,066
-------- --------
Investing Activities
Purchases of property, plant and equipment.......... (4,674) (3,344)
Proceeds from the sale of property, plant
and equipment and divested assets................. -- 40,113
Acquisitions........................................ -- (5,760)
Payments on film contracts.......................... (333) (507)
-------- --------
Net cash provided by (used in)
investing activities.......................... (5,007) 30,502
-------- --------
Financing Activities
Long term debt borrowings........................... 68,200 521,255
Payments on long term debt, including current
maturities ...................................... (77,200) (561,273)
Issuance of common stock............................ 723 496
Dividends paid...................................... (501) (458)
-------- --------
Net cash used in financing activities............ (8,778) (39,980)
-------- --------
Net increase(decrease)in cash ...................... 3,185 (412)
Cash at beginning of year........................... 6,710 4,391
-------- --------
Cash at end of period............................... $ 9,895 $ 3,979
======== ========
</TABLE>
See Notes to Interim Condensed Consolidated Financial Statements.
<PAGE> 6
6
Harte-Hanks Communications, Inc. and Subsidiaries
Notes to Interim Condensed Consolidated Financial Statements
(Unaudited)
Note A - Financial Statements
The accompanying unaudited Interim Condensed Consolidated Financial
Statements include the accounts of Harte-Hanks Communications, Inc.
and subsidiaries (the "Company").
The statements have been prepared in accordance with generally
accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for
a fair presentation have been included. Operating results for the
three months ended March 31, 1996 are not necessarily indicative of
the results that may be expected for the year ending December 31. For
further information, refer to the consolidated financial statements
and footnotes included in the Company's annual report on Form 10-K for
the year ended December 31, 1995.
Certain prior period amounts have been reclassified for comparative
purposes.
Note B - Merger
Effective April 30, 1996, DiMark, Inc. ("DiMark") was merged with a
wholly-owned subsidiary of the Company, and each outstanding share of
DiMark common stock was converted into the right to acquire .656 of a
share of common stock of Harte-Hanks. As a result, Harte-Hanks issued
approximately 6.1 million shares of Harte-Hanks Common Stock to the
shareholders of DiMark and DiMark's outstanding stock options were
converted into options to acquire 1,509,213 shares of Harte-Hanks
Common Stock. The acquisition will be accounted for on a pooling-of-
interests basis. Merger expenses related to the transaction are
expected to be approximately $12 million.
The following selected financial information for 1996 represents the
three months ended March 31, 1996 for Harte-Hanks and the three months
ended February 28, 1996 for DiMark. The financial information for 1995
represents the three months ended March 31, 1995 for Harte-Hanks and
the three months ended February 28, 1995 for DiMark. Revenues and net
income of the separate companies, for the time periods described above,
are as follows:
<TABLE>
<CAPTION>
1996 1995
--------- ---------
<S> <C> <C>
Revenues:
Harte-Hanks $124,899 $130,178
DiMark 26,723 21,061
Net Income:
Harte-Hanks 6,385 6,110
DiMark 2,311 2,312
</TABLE>
<PAGE> 7
7
The Company is in the process of conforming DiMark's accounting
standards and reporting periods to the Company's and, when completed,
the prior historical consolidated financial statements will be restated
in accordance with the pooling-of-interests method and will be
reflected in the Company's ongoing reporting. As a result of this
process, the Company will eliminate DiMark's postage costs from
revenues and cost of sales to conform to Harte- Hanks' accounting
classifications. For the three months ended February 28, 1996 and
1995, the postage amounts were $1.6 million and $2.0 million,
respectively.
Note C - Income Taxes
The Company's quarterly income tax provision of $5.2 million was calculated
using an effective income tax rate of 44.9%. The Company's effective income
tax rate is derived by estimating pretax income and income tax expense for the
year ended December 31, 1996. The effective income tax rate calculated is
higher than the federal statutory rate of 35% due to the addition of state
taxes and to certain expenses recorded for financial reporting purposes
(primarily goodwill amortization) which are not deductible for federal income
tax purposes.
<PAGE> 8
8
2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
RESULTS OF OPERATIONS
Operating results were as follows:
<TABLE>
<CAPTION>
Three months ended
In thousands March 31, 1996 March 31, 1995 Change
- -------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $124,899 $130,178 -4.1%
Operating expenses 110,725 117,580 -5.8%
-------- --------
Operating income $ 14,174 $ 12,598 12.5%
======== ========
Net income $ 6,385 $ 6,191
======== ========
Fully diluted earnings
per share $ 0.20 $ 0.20
======== ========
</TABLE>
Excluding the sale of the Boston community newspapers in March 1995,
consolidated revenues grew 1.6% to $124.9 million and operating income grew
11.7% to 14.2 million in the first quarter of 1996 when compared to the first
quarter of 1995. The Company's overall growth resulted from increased business
with both new and existing customers, new products and services as well as
advertising and circulation rate increases. Overall operating expenses
compared to 1995 were flat, excluding the sale of the Boston newspapers.
Excluding the sale of the Boston newspapers, net income grew 66% to $6.4
million, or 20 cents per share, compared to 13 cents per share on a fully
diluted basis.
DIRECT MARKETING
Direct marketing operating results were as follows:
<TABLE>
<CAPTION>
Three months ended
In thousands March 31, 1996 March 31, 1995 Change
- -------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $46,800 $45,772 2.2%
Operating expenses 41,462 41,094 0.9%
------- -------
Operating income $ 5,338 $ 4,678 14.1%
======= =======
</TABLE>
Direct marketing revenues increased $1.0 million, or 2.2%, in the first quarter
of 1996 when compared to 1995. Database and response management services
experienced significant revenue growth. Database revenues increased due to
higher product sales and increased database construction updates and creation
revenues. Response management revenue increased due to the growth of sales
lead management services, which include lead generation and lead qualification
through in- bound inquiries received from 1-800 numbers and the Internet.
These revenue increases were partially offset by the absence of a local hand
distribution advertising business sold in July 1995 and an outsourced mailing
program which the customer now performs in-house. Overall, revenue growth
resulted from increased business with both new and existing customers,
particularly in services provided to the banking, high technology and financial
services industries and to international customers.
<PAGE> 9
9
Operating expenses increased $0.4 million, or 0.9%, in the first quarter of
1996 when compared to 1995. Payroll costs increased $2.3 million primarily due
to expanded hiring to support revenue growth in the database and response
management services. Depreciation expense increased $0.5 million due to higher
levels of capital investment in expanded facilities and upgraded technology to
support growth. The increase was partially offset by production cost decreases
of $2.4 million, primarily due to outsourced mailing programs moved in-house by
customers. Operating expenses were also impacted by the sale of the local hand
distribution advertising business in July 1995.
SHOPPERS
Shopper operating results were as follows:
<TABLE>
<CAPTION>
Three months ended
In thousands March 31, 1996 March 31, 1995 Change
- ------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $42,994 $43,646 -1.5%
Operating expenses 39,663 40,704 -2.6%
------- -------
Operating income $ 3,331 $ 2,942 13.2%
======= =======
</TABLE>
Shopper revenues decreased $0.7 million, or 1.5%, in the first quarter of 1996
as compared to 1995. The decrease was primarily attributable to lower insert
volumes as well as intentional reductions of marginal circulation in Dallas.
These declines were partially offset by increased in-book advertising revenues
resulting from in-column display advertisements made possible with pagination
technology implemented in 1995.
Operating expenses decreased $1.0 million, or 2.6%, in the first quarter of
1996 when compared to 1995. Postage expense decreased $1.2 million due to less
overweight postage associated with the decreased insert volumes. Additionally,
general and administrative expense decreased $1.0 million. These expense
decreases were partially offset by paper cost increases of $1.0 million, or
24.5%. Paper cost increases were primarily attributable to rate increases,
partially offset by reduced consumption due to the continued implementation of
pagination technology. Pagination permits a more efficient publication design
and reduces the number of pages in the book.
NEWSPAPERS
Newspaper operating results were as follows:
<TABLE>
<CAPTION>
Three months ended
In thousands March 31, 1996 March 31, 1995 Change
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $29,336 $34,878 -15.9%
Operating expenses 23,474 29,341 -20.0%
------- -------
Operating income $ 5,862 $ 5,537 5.9%
======= =======
</TABLE>
Excluding the sale of the Boston newspapers in March 1995, newspaper revenues
increased $1.8 million, or 6.5%, in the first quarter of 1996 when compared to
1995. Overall advertising revenues were up $0.7 million, or 3.7%. In
particular, classified advertising revenue increased $0.5 million, or 7.1%, as
a result of increases both in rates and volumes. Retail advertising revenues
increased $0.2 million, or 1.9% as a result of increased rates offset by
<PAGE> 10
10
decreased volumes. Circulation revenue increased $0.6 million, or 8.1%, due to
a home delivery rate increase in all markets and a Sunday single-copy increase
at the Corpus Christi paper. Niche product revenue also increased primarily
due to continued growth in direct mail, community publications and a new
Internet- related revenue stream. Direct mail programs were implemented in the
Anderson and San Angelo markets, and the Corpus Christi Caller-Times expanded
its direct mail program to encompass Laredo, Texas in 1995.
Excluding the sale of the Boston newspapers, newspaper operating expenses
increased $1.6 million, or 7.3%, in the first quarter of 1996 when compared to
1995. Paper costs increased $1.3 million, or 36.1%, as a result of higher
average newsprint prices. Job printing materials and postage costs also
increased due to growth in direct mail volumes.
TELEVISION
Television operating results were as follows:
<TABLE>
<CAPTION>
Three months ended
In thousands March 31, 1996 March 31, 1995 Change
- -------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $5,769 $5,882 -1.9%
Operating expenses 4,297 4,457 -3.6%
------ ------
Operating income $1,472 $1,425 3.3%
====== ======
</TABLE>
Revenues for the television segment decreased $0.1 million, or 1.9%, in the
first quarter of 1996 when compared to 1995. Television advertising revenues
were down $0.5 million due to soft national spot advertising. This decrease
was nearly offset by an increase in network compensation revenue due to a
renegotiated network affiliation agreement. Operating expenses decreased $0.2
million, or 3.6%, in the first quarter of 1996 when compared to 1995. The
decrease was due primarily to film cost savings, which were slightly offset by
higher payroll costs.
Recent Development
As described in Note 2 to the Notes to Interim Condensed Consolidated Financial
Statements included herein, on April 30, 1996, DiMark was merged with a
wholly-owned subsidiary of the Company and each outstanding share of DiMark
common stock was converted into the right to acquire .656 of a share of common
stock of Harte-Hanks. As a result, Harte-Hanks issued approximately 6.1
million shares of Harte-Hanks Common Stock to the shareholders of DiMark.
DiMark provides a full range of outsource marketing and database services to
clients in the insurance, healthcare, pharmaceutical, financial services and
telecommunications industries, as well as direct response printing services.
Additional information with respect to the merger is set forth in the Joint
Proxy Statement/Prospectus included in Harte-Hanks' Registration Statement of
Form S-4 (File No. 333-2047), which is incorporated by reference herein.
<PAGE> 11
11
Gain on Divestiture
On March 31, 1995, the Company sold its Boston community newspapers, which
consisted of three daily and 11 weekly publications. As a result of this
transaction, the Company recognized a gain on divestiture of $2.3 million, or 7
cents per share, net of $10.0 million of income taxes.
Interest Expense/Interest Income
Interest expense decreased $1.7 million in the first quarter of 1996 when
compared to 1995, primarily due to lower debt levels. Debt levels fell due to
proceeds from the March 1995 divestiture, the May 1995 conversion of the
Company's 6 1/4% notes to common stock and increased cash flow from operations.
Interest income increased $0.8 million in the first quarter of 1996 when
compared to 1995 due to interest income related to an income tax refund that
resulted from a favorable tax settlement.
Income Taxes
Excluding the $10.0 million of income taxes related to the gain on the March
1995 divestiture, the Company's income tax expense for the first quarter of
1996 increased $1.7 million compared to the first quarter of 1995. This
increase is due to the higher income levels.
Liquidity and Capital Resources
Cash provided from operating activities for the three months ended March 31,
1996 was $17.0 million, as compared to $9.1 million for the three months ended
March 31, 1995. Net cash outflows for investing activities were $5.0 million
as compared to inflows of $30.5 million in 1995. Year-to-date investing
activities for 1995 included $40.1 million in proceeds from the sale of
property, plant and equipment and divested assets. These proceeds resulted
primarily from the sale of the Boston community newspapers and were used to
reduce borrowings under the Company's credit facility.
Capital resources are available from and provided through the Company's
unsecured credit facility. All borrowings under the revolving credit facility
are to be repaid by December 31, 2001. Management believes that its credit
facility, together with cash provided from operating activities, will be
sufficient to fund operations, anticipated capital and film expenditures and
debt service requirements for the foreseeable future. As of March 31, 1996,
the Company had $114.0 million of unused borrowing capacity under its credit
facility, of which $3.7 million was reserved to serve as backup for the
Company's outstanding commercial paper and other short-term borrowing
facilities.
<PAGE> 12
12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits. See index to Exhibits on Page 13.
(b) No reports on Form 8-K were filed for the three months ended
March 31, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HARTE-HANKS COMMUNICATIONS, INC.
May 14, 1996 /s/ Richard L. Ritchie
------------------- -----------------------------
Date Richard L. Ritchie
Senior Vice President,
Finance and Chief Financial
and Accounting Officer
<PAGE> 13
13
<TABLE>
<CAPTION>
Exhibit
No. Description of Exhibit Page No.
- ----------------------------------------------------------------- --------
<S> <C> <C>
2(b) Agreement and Plan of Merger dated as of February 4,
1996 among Harte-Hanks Communications, Inc., HHD
Acquisition Corp. and DiMark, Inc. (filed as Appendix
A to the Company's Registration Statement No. 333-2047 and
incorporated by reference herein).
*11 Statement Regarding Computation of Net Income 14
Common Share
*27 Financial Data Schedules 15
</TABLE>
__________________________
* Filed herewith.
<PAGE> 1
Exhibit 11
HARTE-HANKS COMMUNICATIONS, INC. AND SUBSIDIARIES
EARNINGS PER SHARE COMPUTATIONS
(in thousands, except per share data)
PRIMARY
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
------- --------
<S> <C> <C>
Net income................................ $ 6,385 $ 6,110
======= ========
Shares used in net earnings per
share computations...................... 31,545 28,709
======= ========
Earnings per share........................ $ .20 $ .21
======= ========
</TABLE>
COMPUTATION OF SHARES USED IN NET EARNINGS PER SHARE COMPUTATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
------- --------
<S> <C> <C>
Average outstanding common shares......... 30,029 27,545
Average common equivalent shares --
dilutive effect of option shares........ 1,516 1,164
------ -------
Shares used in net earnings
per share computations.................. 31,545 28,709
====== =======
</TABLE>
FULLY DILUTED
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
------- --------
<S> <C> <C>
Net income................................ $ 6,385 $ 6,110
======= ========
Adjusted net income for interest
on convertible note..................... $ 6,385 $ 6,298
======= ========
Shares used in net earnings
per share computations.................. 31,548 30,902
======= ========
Earnings per share........................ $ .20 $ .20
======= ========
</TABLE>
COMPUTATION OF SHARES USED IN NET EARNINGS PER SHARE COMPUTATIONS
<TABLE>
<CAPTION>
Three Months Ended March 31,
----------------------------
1996 1995
------- --------
<S> <C> <C>
Average outstanding common shares......... 30,029 27,545
Average common equivalent shares --
dilutive effect of option shares........ 1,519 1,214
Dilutive effect of convertible note....... -- 2,143
------ ------
Shares used in net earnings
per share computations.................. 31,548 30,902
====== =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 9,895
<SECURITIES> 0
<RECEIVABLES> 66,362
<ALLOWANCES> 2,146
<INVENTORY> 22,552
<CURRENT-ASSETS> 113,777
<PP&E> 190,019
<DEPRECIATION> 101,191
<TOTAL-ASSETS> 477,251
<CURRENT-LIABILITIES> 71,601
<BONDS> 211,040
<COMMON> 30,048
0
0
<OTHER-SE> 141,715
<TOTAL-LIABILITY-AND-EQUITY> 171,763
<SALES> 124,899
<TOTAL-REVENUES> 124,899
<CGS> 91,812
<TOTAL-COSTS> 110,725
<OTHER-EXPENSES> 200
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,282
<INCOME-PRETAX> 11,595
<INCOME-TAX> 5,210
<INCOME-CONTINUING> 6,385
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,385
<EPS-PRIMARY> .20
<EPS-DILUTED> .20
</TABLE>
