FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 1-6179
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THIOKOL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-2678716
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2475 Washington Blvd., Ogden, Utah 84401-2398
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(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code...............(801) 629-2052
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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
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Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1995
- ------------------------------ -------------------------------
Common Stock, $1.00 par value 18,285,370
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<PAGE>
THIOKOL CORPORATION
QUARTERLY REPORT ON FORM 10-Q
INDEX
Page
----
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
Consolidated Statements of Operations - Three months
ended September 30, 1995 and 1994 3
Consolidated Balance Sheets -
September 30, 1995 and June 30, 1995 4
Consolidated Statements of Cash Flows - Three
months ended September 30, 1995 and 1994 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II. OTHER INFORMATION
- --------------------------
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURES 14
- 2 -
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS (UNAUDITED)
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<TABLE>
<CAPTION>
THIOKOL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS EXCEPT PER SHARE DATA)
Three Months Ended
September 30
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1995 1994
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<S> <C> <C>
Net sales $222,943 $238,151
Operating expenses:
Cost of sales 180,739 192,539
General and administrative 16,916 16,947
Research and development 3,182 2,910
------- --------
200,837 212,396
Income from operations 22,106 25,755
Interest income 575 568
Interest expense 701 2,707
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Income before income taxes 21,980 23,616
Income taxes 8,792 9,328
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Net income $13,188 $14,288
======= =======
Net income per share $ .71 $ .76
======= =======
Dividends per share $ .17 $ .17
======= =======
Average number of common and common
equivalent shares outstanding 18,561 18,927
======= =======
</TABLE>
See notes to consolidated financial statements
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<PAGE>
<TABLE>
<CAPTION>
THIOKOL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
September 30 June 30
1995 1995
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(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $ 74,082 $ 13,216
Receivables 180,865 268,070
Inventories 134,597 134,984
Prepaid expenses 10,043 4,191
-------- --------
Total current assets 399,587 420,461
Property, plant and equipment, at cost
less allowances for depreciation 291,471 297,551
Other assets
Costs in excess of net assets of businesses
acquired, less amortization 28,487 28,748
Patents and other intangible assets 18,346 19,004
Other noncurrent assets 41,761 44,921
-------- --------
$779,652 $810,685
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Short-term debt $ 33,655 $ 62,819
Accounts payable 34,191 38,530
Accrued compensation 35,574 43,424
Other accrued expenses 52,498 52,903
Current portion of deferred income taxes 5,036 5,026
------- --------
Total current liabilities 160,954 202,702
Long-term debt 2,388 2,521
Accrued retiree benefits 72,947 72,762
Deferred income taxes 26,956 26,763
Accrued interest and other non-current liabilities 101,531 102,206
Stockholders' equity
Common Stock (par value $1.00 per share)
Authorized - 200,000 shares
Issued - 20,455 shares including shares in Treasury 20,538 20,538
Additional paid-in capital 44,483 44,536
Retained earnings 409,166 399,084
------- -------
474,187 464,158
Less cost of common stock in Treasury
2,256 shares, September 30, 1995 and
2,299 shares, June 30, 1995 (59,311) (60,427)
------- --------
Total stockholders' equity 414,876 403,731
-------- --------
$779,652 $810,685
======== ========
</TABLE>
See notes to consolidated financial statements
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<PAGE>
<TABLE>
<CAPTION>
THIOKOL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
Three Months Ended
September 30
--------------------
1995 1994
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<S> <C> <C>
Operating Activities
Net income $ 13,188 $ 14,288
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 8,874 9,313
Changes in operating assets and liabilities:
Receivables 86,381 40,884
Inventories and prepaid expenses (6,333) (4,211)
Accounts payable and accrued expenses (13,710) (10,371)
Income taxes 1,790 4,432
Other 4,470 (7,362)
------- --------
Net cash provided by operating activities 94,660 46,973
Investing Activities
Purchases of property, plant and equipment (net) (3,633) (9,175)
Financing Activities
Net change in short-term debt (28,034) 1,362
Repayment of long-term debt (84) (35)
Dividends paid (3,106) (3,164)
Purchase of common stock for treasury (5,838)
Stock option transactions 1,063 652
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Net cash used for financing activities (30,161) (7,023)
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Increase in cash and cash equivalents 60,866 30,775
Cash and cash equivalents at beginning of year 13,216 40,129
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Cash and cash equivalents at end of period $74,082 $70,904
======= =======
</TABLE>
See notes to consolidated financial statements
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<PAGE>
THIOKOL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
Basis of Presentation
- ----------------------
The accompanying interim consolidated financial 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. The balance sheet at June 30, 1995, reflects the Company's audited
consolidated financial statements at that date. In the opinion of management all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three months
ended September 30, 1995, are not necessarily indicative of the results to be
expected for the fiscal year ending June 30, 1996. The financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto included in the Company's Annual Report to Stockholders and Annual
Report on Form 10-K for the fiscal year ended June 30, 1995.
Receivables
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The components of receivables are as follows:
<TABLE>
Sept 30 June 30
1995 1995
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<S> <C> <C>
Receivables under U.S. Government contracts
and subcontracts $123,705 $128,409
Income tax refund receivable and related interest 5,731 85,351
Accounts receivable 48,125 50,517
Other current receivables 3,304 3,793
-------- --------
$180,865 $268,070
======== ========
</TABLE>
Receivables under U.S. Government contracts and subcontracts include unbilled
costs and accrued profits which consist principally of revenues recognized on
contracts for which billings have not been presented. Such amounts are billed
on the basis of contract terms and delivery schedules.
Cost and incentive-type contracts and subcontracts are subject to Government
audit and review. It is anticipated that adjustments, if any, will not have a
material effect on the Company's results of operations or financial
condition.
Cost management award fees of $38.1 million have been recognized on the
current Space Shuttle Reusable Solid Rocket Motor (RSRM) contract.
Realization of such fees is reasonably assured based on actual and
anticipated contract cost performance. However, all of the cost management
award fees remain at risk until completion of the current contract and final
NASA review. The current RSRM contract is expected to be completed not
earlier than fiscal year 2000. Unanticipated problems which erode cost
management performance could cause a reversal of some or all of the amounts
previously recognized and would be offset against NASA receivable amounts or
be directly reimbursed.
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<PAGE>
THIOKOL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
Inventories
- -----------
Inventories are stated at the lower of cost or market. Space systems and
defense systems inventories represent estimated recoverable costs related to
long-term fixed price contracts and include direct production costs and
allocable indirect costs, less related progress payments received.
Inventories for the fastening systems segment are determined by the first in,
first out (FIFO) method.
Inventories are summarized as follows:
<TABLE>
Sept 30 June 30
1995 1995
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<S> <C> <C>
Finished goods $ 69,011 $ 61,461
Raw materials and work-in-progress 49,493 52,893
Inventoried costs related to U.S.
Government and other long-term
contracts 22,852 27,768
Progress payments received on
long-term contracts (6,759) (7,138)
-------- --------
$134,597 $134,984
======== ========
</TABLE>
Operations by Industry Segment
- ------------------------------
The Company and its subsidiaries design, develop, manufacture, and sell
products classified in three principal industry segments.
The space systems segment consists of solid rocket propulsion for NASA, the
Department of Defense and various commercial customers for space
applications.
The defense systems segment consists of propulsion, gas generator and
ordnance products, metal and composite components, and services to such
systems, principally under contracts and subcontracts with the Department of
Defense and aerospace prime contractors, for use primarily in defense
applications.
The fastening systems segment consists of specialty fastening systems for a
broad range of aerospace and industrial applications worldwide.
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<PAGE>
<TABLE>
<CAPTION>
THIOKOL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS)
Three Months Ended
September 30
-------------------------
1995 1994
--------- --------
<S> <C> <C>
Net sales
Space Systems $106,130 $112,654
Defense Systems 60,036 75,907
Fastening Systems 56,777 49,590
-------- --------
Consolidated net sales $222,943 $238,151
======== ========
Segment operating profit
Space Systems $ 14,643 $ 13,270
Defense Systems 5,067 9,290
Fastening Systems 4,016 4,545
-------- --------
Segment operating profit 23,726 27,105
Interest income 575 568
Interest expense (701) (2,707)
Unallocated corporate expense (1,620) (1,350)
-------- --------
Consolidated income before income taxes $ 21,980 $ 23,616
======== ========
</TABLE>
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<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
- ---------------------
Net income for the first quarter ended September 30, 1995, was $13.2 million
or $.71 per share, an 8 percent decrease compared to $14.3 million or $.76
per share last year. Sales for the quarter of $222.9 million decreased 6
percent when compared to $238.2 million last year.
The decrease in net income for the quarter resulted from the recognition last
year of a $5.8 million pre-tax pension curtailment gain associated with the
downsizing of certain defense operations. The current quarter was also
impacted by lower operating levels at the government-owned, contractor
operated Army ammunition plants (GOCO's), costs associated with facility
closures and related program requalification, and lower fastening systems
income. The quarter was favorably affected by higher cost management
incentive fees recognized on the Space Shuttle Reusable Solid Rocket Motor
(RSRM) program, higher defense systems operating margins (excluding the
pension curtailment gain last year) and lower interest expense.
The 6 percent sales decline reflected a continuing decrease in defense sales
including lower operating levels at the GOCO's and decreased Trident missile
program sales, and a small reduction in RSRM sales. Partially offsetting the
decrease were higher fastening systems sales.
Space systems sales of $106.1 million declined $6.5 million or 6 percent from
the prior year while income of $14.6 million increased 10 percent over $13.3
million last year. The sales decrease is due to a reduction in the RSRM
production rate from 8 to 7 flights per year, continued cost reductions and
increased efficiency. The rise in income reflected continued effective cost
management performance on the RSRM program and resulted in $2.5 million of
additional cost management incentive fee recognized over last year.
Approximately $1.9 million of the $2.5 million of additional fee recognized
over last year related to fee earned on prior years' costs. The Company
continuously evaluates actual and forecasted RSRM cost performance and
anticipates further cost management incentive fee increases during fiscal
year 1996.
Defense systems sales decreased 21 percent to $60 million while income of
$5.1 million declined 45 percent from last year. The decline in sales
reflected a significant decrease in GOCO sales and a lower rate of Trident
missile production. Current quarter income was lower as a result of
recognition last year of a $5.8 million pre-tax pension curtailment gain,
lower GOCO sales, and the recognition of $1 million of costs associated with
facility closures. Partially offsetting the decrease in income was $1.7
million of Trident program incentive fee recognized in 1996 versus no fee
last year and higher HARM program income. Defense systems income, excluding
the curtailment gain last year, would have risen $1.6 million or 45 percent
compared to 1995.
Fastening systems sales of $56.8 million increased 14 percent from $49.6
million in 1995 while income of $4 million decreased 12 percent from $4.5
million last year. The sales increase included sales of $4.1 million from a
small acquisition in the third quarter of 1995, higher domestic aerospace
sales and improved aerospace and industrial international revenues. Income
for the quarter was negatively impacted by continued losses at the Lakewood,
California facility resulting from high production and qualification costs,
and a significant decline in income from foreign operations.
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<PAGE>
Interest expense decreased $2 million as a result of the early retirement of
$85 million of long-term debt in last year's third quarter.
The Company recorded a $61.4 million pre-tax restructuring charge in 1995 in
response to declining defense systems revenues and excess manufacturing
capacity. The charge included a write down of long-lived assets, an estimated
loss on the disposition of fixed assets from two manufacturing facilities
which will close in 1996, and a cash charge for costs related to the facility
closures including employee termination costs. During the first quarter ended
September 30, 1995, the Company paid $.3 million of employee termination
costs which were accrued in 1995 as part of the restructuring.
During the quarter, sales and profit derived from production of and services
for the RSRM accounted for approximately 46 percent of consolidated net sales
and 65 percent of consolidated operating income. The current contract with
NASA extends the Company's production of the Space Shuttle solid rocket
motors through fiscal year 2000. Current long-term NASA planning includes a
follow-on RSRM contract. Last year NASA reduced the RSRM production flight
rate from 8 to 7 per year. The impact on future revenues from the annual
launch rate decrease will be minimal. The Company's contract to perform RSRM
processing work at the Kennedy Space Center (KSC) was not renewed and was
completed during the current quarter. Revenues and profits projected to be
lost from the processing contract at KSC in 1996 are $21.7 and $1.6 million,
respectively. In addition to the reduced launch rate and termination of the
KSC contract, NASA's continued emphasis on cost containment to control its
budget combined with the Company's emphasis on cost reductions should produce
a decrease in RSRM sales in fiscal year 1996. However, contract incentives to
reduce costs over the life of the contract should result in higher incentive
fees in the future based on actual and anticipated contract cost performance.
As a result of the 1995 restructuring, space systems income will be
negatively impacted in 1996 by approximately $6 million of costs to transfer
equipment from the Huntsville, Alabama plant and to requalify the Castor IV
program at the Company's Northern Utah facility. During the first quarter,
$.4 million of Castor IV requalification costs were incurred.
Due to reductions in U.S. Government defense spending, the Company expects
its defense systems sales and income to decline in fiscal years 1996 and
1997. Trident sales and profits will decrease from 1995 levels due to a
reduction in missile production. Standard Missile, Patriot, Sidewinder and
Hellfire motor production will be substantially completed during 1996.
Decreased defense spending has created a highly competitive pricing
environment for tactical programs and has significantly reduced new program
opportunities. The propulsion industry continues to be characterized by
overcapacity.
All U.S. Army directed production at the GOCO's was completed in 1995. Both
of the GOCO plants are being maintained under a facilities contract. Sales
and profits from the GOCO plants will decline significantly in 1996.
On August 15, 1995, the first flight of the Lockheed Launch Vehicle, which
included a Thiokol Castor 120(R) first stage motor, was destroyed by safety
officials when the vehicle went out of control during flight. The cost of the
Castor 120(R) motor was recovered by the Company through insurance.
Investigating teams have identified a number of changes with the flight
system that will be made prior to the next planned flight currently scheduled
for June of 1996. The changes are not expected to have a material effect on
the production cost of the flight system.
Fastening systems sales and income are anticipated to increase over 1995.
Sales and income from domestic industrial fasteners, which achieved record
levels in 1995, are
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<PAGE>
projected to decrease slightly due to a slowdown in the transportation
markets. Domestic aerospace fastener revenues and operating margins
(excluding the Lakewood, California facility) should increase significantly
over 1995 as the commercial aircraft build rates stabilize after several
years of decreases. A prolonged strike at The Boeing Company would negatively
impact domestic aerospace operating results. Losses at the Lakewood,
California aerospace facility, which was purchased in 1994, have resulted
from higher than anticipated production costs due to recent stringent
customer interpretations of its long-existing specifications and to the
associated manufacturing inefficiencies. Additional losses at the Lakewood
facility are anticipated to continue into the third quarter of fiscal year
1996. International operating margins have been negatively impacted by an
increase in low margin product sales and new product marketing costs.
The Internal Revenue Service has completed its examination of federal income
tax returns for fiscal years 1986 through 1989. Based upon preliminary
understandings, the Company anticipates a tax refund including interest of an
amount substantially less than the $85.4 million tax refund booked in 1995. A
portion of the anticipated refund will be recognized as income when the audit
is finalized.
Liquidity and Capital Resources
- -------------------------------
Net cash flow from operations for the first quarter was $94.7 million
compared to $47 million in fiscal year 1995. The difference resulted
principally from a $86.4 million decrease in receivables in 1996 compared to
a $40.9 million decrease last year. The significant decrease in 1996 resulted
from the collection of $79.6 million of income tax refunds.
Investing activities consisted of purchases of property, plant and equipment
of $3.6 million compared to $9.2 million in 1995. The decrease resulted
primarily from capital spending last year at the Yellow Creek nozzle
facility. Due to budget considerations, NASA terminated construction of the
Yellow Creek facility during the fourth quarter of last year. The Company has
contracted with the U.S. Government to purchase Air Force Plant 78 in
Northern Utah for approximately $6.5 million during the second quarter.
Cash flow used for financing activities of $30.2 million increased from $7
million last year. The increase was due to the reduction of $28 million of
short-term debt during the quarter. No repurchases of common stock were made
during the quarter compared to $5.8 million last year. Under the current 1.5
million repurchase authorization 750,000 shares remain to be repurchased as
considered appropriate by the Company.
Thiokol's current ratio at September 30, 1995 of 2.5 increased from 2.1 at
June 30, 1995. Working capital at September 30, 1995, of $238.6 million
increased $20.9 million since June 30, 1995. The Company's debt to equity
ratio at September 30, 1995, declined to 9 percent.
The Company has current outstanding authorizations for capital expenditures
of approximately $55 million.
On October 12, 1995, Thiokol announced the formation of a jointly owned
affiliate to acquire Howmet Corporation and certain of its affiliates for
approximately $750 million. Howmet, headquartered in Greenwich, Connecticut
with annual revenues of approximately $900 million, manufactures precision
castings used primarily for jet aircraft and industrial gas turbine engine
components. Thiokol is teaming with The Carlyle Group, a private merchant
bank with substantial holdings in the aerospace and
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<PAGE>
defense industry, to purchase Howmet. Carlyle will own 51 percent of the new
company and Thiokol will own 49 percent and have an option to purchase all of
Carlyle's interest in Howmet after three years. The jointly owned company
intends to finance the $750 million purchase price and transaction costs of
approximately $25 million using common share equity investments of
approximately $100 million from each partner, a $50 million non voting
preferred equity investment from Thiokol, and approximately $525 million of
debt. The debt will be non-recourse to Thiokol and Carlyle. Thiokol will
account for its 49 percent investment using the equity method. Thiokol will
finance its investment of approximately $150 million in the new company
through cash on hand and existing credit facilities. The sale closing is
anticipated in December of 1995.
Future estimated cash flow from operations, current financial resources and
available credit facilities are expected to be adequate to fund the Company's
anticipated working capital requirements, capital expenditures, dividend
payments, stock repurchase program and investment in the aforementioned joint
venture for the current fiscal year. The Company is currently in the process
of filing a shelf registration statement with the Securities and Exchange
Commission for the possible issuance of debt securities for long-term
financing as considered appropriate. As of September 30, 1995, the Company
had available revolving credit facilities of $140 million of which $115
million remained unused.
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<PAGE>
PART II - OTHER INFORMATION
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of the Company was held on October 26,
1995. During the meeting stockholders voted for the following:
1) Election of Directors:
<TABLE>
Name For Withheld
- -------------------------- ---------- ----------
<S> <C> <C>
U. Edwin Garrison 16,302,625 53,849
James R. Wilson 16,313,959 42,515
Edsel D. Dunford 16,312,621 43,853
</TABLE>
Other members of the Board of Directors who continue in office include Neil
A. Armstrong, Michael P.C. Carns, L. Dennis Kozlowski, Charles S. Locke,
James M. Ringler, and Donald C. Trauscht.
2) By a vote of 16,317,155 to 18,796 Ernst & Young was reappointed as the
Company's independent auditors for the fiscal year ending June 30, 1996.
It was announced at the Annual Meeting that the Board of Directors has named
James R. Wilson chairman of the board effective October 26, 1995. Mr. Wilson
currently serves as president and chief executive officer and as a director
of the Company. He will continue as president and chief executive officer in
addition to that of chairman. U. Edwin Garrison, who served as chairman of
the board since July 1991, will continue as a board member.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
The Company filed one 8-K report during the quarter ended September 30, 1995.
The item reported on the 8-K report was related to item 5 - Other Events; no
financial statements were filed therewith. The 8-K report was related to the
Company's income tax refund.
Subsequent to quarter end, an 8-K report was filed on October 12, 1995,
relating to the Company's formation of a jointly owned affiliate to acquire
Howmet Corporation.
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<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.
THIOKOL CORPORATION
-----------------------------------------
(Registrant)
Date: November 8, 1995 /s/ Richard L. Corbin
---------------- -----------------------------------------
Richard L. Corbin,
Senior Vice President and
Chief Financial Officer
/s/ Royce W. Searle
-----------------------------------------
Royce W. Searle
Vice President and Controller
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THIOKOL
CORPORATION FINANCIAL STATEMENTS INCORPORATED BY REFERENCE AS EXHIBIT 13 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS (IN
THOUSANDS).
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1995
<CASH> 74,082
<SECURITIES> 0
<RECEIVABLES> 181,969
<ALLOWANCES> 1,104
<INVENTORY> 134,597
<CURRENT-ASSETS> 399,587
<PP&E> 612,043
<DEPRECIATION> 320,572
<TOTAL-ASSETS> 779,652
<CURRENT-LIABILITIES> 160,954
<BONDS> 2,388
<COMMON> 20,538
0
0
<OTHER-SE> 394,338
<TOTAL-LIABILITY-AND-EQUITY> 779,652
<SALES> 222,943
<TOTAL-REVENUES> 223,853
<CGS> 180,739
<TOTAL-COSTS> 186,409
<OTHER-EXPENSES> 14,428
<LOSS-PROVISION> 98
<INTEREST-EXPENSE> 701
<INCOME-PRETAX> 21,980
<INCOME-TAX> 8,792
<INCOME-CONTINUING> 13,188
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,188
<EPS-PRIMARY> 0.71
<EPS-DILUTED> 0.71
</TABLE>
