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: July 31, 1999
Commission File Number: 0-3713
NATIONAL COMPUTER SYSTEMS, INC.
-----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-0850527
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11000 Prairie Lakes Drive
Eden Prairie, Minnesota 55344
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (612)829-3000
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 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 last practicable date:
The number of shares of common stock, par value $.03 per share,outstanding on
September 7, 1999, was 31,922,517.
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Second Quarter Year-to-Date
------------------- -------------------
1999 1998 1999 1998
-------- -------- -------- --------
(In thousands, except per share amounts)
REVENUES
Information services $ 97,301 $ 73,497 $169,165 $122,282
Product Sales 53,073 41,556 93,225 78,065
Maintenance and Support 17,290 13,075 31,091 25,696
-------- -------- -------- --------
Total revenues $167,664 $128,128 $293,481 $226,043
COST OF REVENUES
Cost of information services 65,671 50,592 118,991 86,982
Cost of product sales 21,623 17,482 37,271 33,495
Cost of maintenance and support 10,206 8,778 18,924 16,767
-------- -------- -------- --------
Gross margin 70,164 51,276 118,295 88,799
OPERATING EXPENSES
Sales and marketing 18,969 16,508 35,541 31,580
Research and development 4,740 2,383 8,413 4,716
General and administrative 24,270 15,671 40,525 26,828
-------- -------- -------- --------
INCOME FROM OPERATIONS 22,185 16,714 33,816 25,675
Interest expense 266 215 428 533
Other (income) expense, net (41) 157 325 305
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 21,960 16,342 33,063 24,837
Income taxes 8,800 6,600 13,250 10,000
-------- -------- -------- --------
NET INCOME $ 13,160 $ 9,742 $ 19,813 $ 14,837
======== ======== ======== ========
EARNINGS PER SHARE
Basic $ 0.42 $ 0.31 $ 0.63 $ 0.48
Diluted $ 0.40 $ 0.30 $ 0.60 $ 0.46
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic 31,714 30,987 31,597 30,900
Diluted 33,027 32,524 32,940 32,416
See Notes to Consolidated Financial Statements.
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
July 31, January 31,
1999 1999
-------- -----------
(In thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 19,679 $ 16,310
Receivables 134,746 128,751
Inventories:
Finished products 5,527 5,096
Scoring services and work in process 20,350 14,442
Raw materials and purchased parts 3,229 2,253
-------- --------
Total inventories 29,106 21,791
Prepaid expenses and other 8,499 7,225
-------- --------
TOTAL CURRENT ASSETS 192,030 174,077
PROPERTY, PLANT AND EQUIPMENT
Land, buildings and improvements 65,863 63,018
Machinery and equipment 176,007 152,414
Accumulated depreciation (122,667) (109,416)
-------- --------
Net property, plant and equipment 119,203 106,016
INTELLECTUAL PROPERTIES, NET
Acquired and internally developed
software products 10,797 12,170
Educational content and
assessment instruments 24,338 8,835
-------- --------
Total intellectual properties 35,135 21,005
OTHER ASSETS, NET
Goodwill 58,000 52,840
Other assets 10,193 8,533
-------- --------
Total other assets 68,193 61,373
-------- --------
TOTAL ASSETS $414,561 $362,471
======== ========
See Notes to Consolidated Financial Statements.
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
July 31, January 31,
1999 1999
-------- -----------
(In thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long-term debt $ 8,092 $ 3,758
Accounts payable 34,487 35,809
Accrued expenses 66,484 51,779
Deferred income 42,167 32,209
Income taxes 3,275 3,883
-------- --------
TOTAL CURRENT LIABILITIES 154,505 127,438
LONG-TERM DEBT -- less current maturities 5,895 5,597
DEFERRED INCOME TAXES 6,703 2,570
COMMITMENTS AND CONTINGENCIES - -
STOCKHOLDERS' EQUITY
Preferred stock - -
Common stock--issued and outstanding -
31,826 and 31,467 shares, respectively 955 944
Paid-in capital 13,233 10,760
Retained earnings 237,226 220,625
Accumulated other comprehensive income -
Foreign currency translation adjustment (2,533) (3,880)
Deferred compensation (1,423) (1,583)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 247,458 226,866
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $414,561 $362,471
======== ========
See Notes to Consolidated Financial Statements.
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Year-to-Date Through July 31,
-----------------------------
1999 1998
-------- --------
(In thousands)
OPERATING ACTIVITIES
Net income $ 19,813 $ 14,837
Depreciation, amortization and other
noncash expenses 17,991 16,322
Provision for deferred income taxes (499) (1,043)
Changes in operating assets and liabilities:
Accounts receivable (5,087) (13,275)
Inventory and other current assets (8,375) (14,633)
Accounts payable and accrued expenses 11,302 7,572
Deferred income 6,593 6,825
-------- --------
Net cash provided by operating activities 41,738 16,605
INVESTING ACTIVITIES
Purchases of property, plant and equipment (15,597) (11,588)
Purchases of business systems (7,683) (3,775)
Acquisitions, net (19,059) (4,600)
Other, net 1,317 (984)
-------- --------
Net cash used in investing activities (41,022) (20,947)
FINANCING ACTIVITIES
Net increase (decrease) in revolving
credit borrowings 5,000 -
Net repayment of borrowings (268) (5,770)
Issuance (repurchase) of common stock, net 1,084 389
Dividends paid (3,163) (3,108)
-------- --------
Net cash provided by (used in)
financing activities 2,653 (8,489)
Increase (decrease) in cash and
cash equivalents 3,369 (12,831)
CASH AND CASH EQUIVALENTS - beginning of period 16,310 23,267
-------- --------
CASH AND CASH EQUIVALENTS - end of period $ 19,679 $ 10,436
======== ========
See Notes to Consolidated Financial Statements.
<PAGE>
NATIONAL COMPUTER SYSTEMS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note A - The accompanying unaudited Consolidated Financial Statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (which include only normal recurring adjustments)
necessary to present fairly the consolidated financial position, results of
operations and cash flows for all periods presented have been made. The
consolidated results of operations for the period ended July 31, 1999 are not
necessarily indicative of the operating results that may be expected for the
entire fiscal year ending January 29, 2000. For further information, refer to
the Consolidated Financial Statements and footnotes thereto included in National
Computer Systems, Inc. and Subsidiaries' Annual Report on Form 10-K for the year
ended January 31, 1999.
Note B - Effective February 1, 1999, the Company adopted a 4-4-5, 13-week
quarterly accounting cycle with the fiscal year ending on the Saturday nearest
to January 31. The four fiscal quarters in the current year will end on May 1,
1999, July 31, 1999, October 30, 1999 and January 29, 2000. The impact of this
change in the Company's quarterly and annual financial results in 1999 will be
insignificant.
Note C - The following table is a reconciliation of the earnings numerator and
the weighted-average shares denominator used in the calculations of basic and
diluted earnings per share (in thousands, except per share data):
Second Quarter Year-to-Date
-------------------- ------------------
1999 1998 1999 1998
--------- --------- -------- --------
Earnings:
Net income for
basic earnings per share $13,160 $ 9,742 $19,813 $14,837
Adjustments for dilutive securities:
Interest expense on convertible
debentures, net of tax 43 59 84 110
------- ------- ------- -------
Adjusted net income for diluted
earnings per share $13,203 $ 9,801 $19,897 $14,947
======= ======= ======= =======
Weighted Average Share:
Basic average shares 31,714 30,987 31,597 30,900
Adjustments for dilutive securities:
Employee stock options, net of
tax proceeds 895 956 920 928
Contingent stock awards, net of
tax proceeds 35 73 36 79
Convertible debentures 383 508 387 509
------- ------- ------- -------
Diluted average shares 33,027 32,524 32,940 32,416
======= ======= ======= =======
Basic earnings per share $ 0.42 $ 0.31 $ 0.63 $ 0.48
======= ======= ======= =======
Diluted earnings per share $ 0.40 $ 0.30 $ 0.60 $ 0.46
======= ======= ======= =======
<PAGE>
Note D - The Company has 10,000,000 shares of $.01 par value Preferred Stock
authorized of which none is outstanding. 100,000,000 shares of $.03 par value
Common Stock are authorized.
Note E - The components of comprehensive income for the 1999 and 1998 second
quarter and year-to-date are as follows (in thousands):
Second Quarter Year-to-Date
------------------ ----------------
1999 1998 1999 1998
------ ------ ------ ------
Net income $13,160 $ 9,742 $19,813 $14,837
Foreign currency translation
adjustments 344 (776) 1,347 (761)
------ ------ ------ ------
Comprehensive income $13,504 $ 8,966 $21,160 $14,076
======= ======= ======= =======
Note F - As previously disclosed, the Company was served with a summons and
complaint in a lawsuit filed against the Company by a former customer. The
lawsuit alleges certain claims against the Company in connection with certain
loan processing and servicing agreements and seeks out-of-pocket damages, lost
profits and compensation for extraordinary defaults and lost interest that it
claims resulted from breaches of these agreements by the Company. The customer
also seeks to have the Company acquire certain student loans with unpaid
principal, interest and late charges, which loans it claims are, or have been,
in default and were incorrectly processed or serviced by the Company. The
Company has tendered the defense of the claims to its insurer and the insurer
accepted the defense subject to a reservation of rights. The Company has filed
an answer to the complaint denying the claims, and the Company intends to
vigorously defend against the lawsuit. In addition, the Company has filed a
counterclaim against the former customer and a corporate affiliate seeking
compensatory damages and contribution and indemnity. The Company does not
believe that the outcome of this litigation would result in a material adverse
effect on the Company's consolidated financial position or results of
operations.
Note G - On May 28, 1999 the Company acquired NovaNET Learning, Inc. (NLI), an
interactive, online curriculum content company. The transaction has been
accounted for as a purchase, and, accordingly, NLI's operations subsequent to
the closing date will be consolidated with the Company's. The purchase price was
$19.1 million in cash and has been primarily allocated to educational content
($16.3 million), goodwill ($7.1 million) and $4.6 million of deferred taxes in
accordance with SFAS 109, Accounting for Income Taxes. The transaction is
expected to add approximately $15 million to current year revenues.
Note H - The Company has five reportable business segments; the table below
presents information by segment.
<PAGE>
<TABLE>
<CAPTION>
Assessments Education Data
& Testing Software & NCS Collection
Services Services Services Systems International Totals
----------- ----------- ---------- ---------- -------------- ---------
Second Quarter Ended 7/31/99
<S> <C> <C> <C> <C> <C> <C>
Revenues $ 53,930 $ 44,481 $35,437 $21,823 $11,993 $167,664
Income from operations 15,084 5,758 4,818 5,771 1,037 32,468
Second Quarter Ended 7/31/98
Revenues $ 47,652 $ 26,652 $22,617 $20,194 $11,013 $128,128
Income from operations 13,561 2,613 2,253 3,456 837 22,720
Year-to-Date through 7/31/99
Revenues $ 85,857 $ 72,807 $69,234 $42,653 $22,930 $293,481
Income from operations 18,818 6,889 10,304 11,018 2,065 49,094
Year-to-Date through 7/31/98
Revenues $ 72,090 $48,099 $44,429 $38,735 $22,690 $226,043
Income from operations 17,195 3,116 4,517 7,815 1,432 34,075
</TABLE>
The difference between segment totals and the Company's consolidated totals
consist of central general and administrative expenses, and non-operating
expenses, all of which are not allocated to the segments. No major changes in
segment assets have occurred since January 31, 1999, other than the NLI
acquisition described in Note G, which assets are a part of the Education
Software & Services segment.
<PAGE>
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition
National Computer Systems, Inc. is a global information services company
providing software, services and systems for the collection, management and
interpretation of data. The Company markets these products and services to the
education, commercial, and government markets through its five operating
segments.
Recap of 1999 Second Quarter Results
For the quarter ended July 31, 1999, total revenues increased by $39.5 million
or 30.9% from the quarter ended July 31, 1998. Overall gross margin increased
1.8% as a percent of revenue, and gross margin dollars increased $18.9 million
or 36.8%. Income from operations increased $5.5 million or 32.7%. Net income
increased 35.1%, and earnings per share (diluted) increased 33.3% to $.40 per
share from $.30 in the prior year second quarter.
On a year-to-date basis, total revenues increased by $67.4 million or 29.8% over
the same period in the prior year. Overall gross margin increased 1.0% as a
percent of revenue, and gross margin dollars increased $29.5 million or 33.2%.
Income from operations year-to-date increased $8.1 million or 31.7%. Net income
increased 33.5%, and earnings per share (diluted) increased 30.4% to $.60 per
share from $.46 in the prior year.
Revenues
Increases in revenues for the three month and year-to-date periods ended July
31, 1999 and 1998 by revenue category were as follows:
Quarter Year-to-date
------- ------------
Information services +32.4% +38.3%
Product sales +27.7% +19.4%
Maintenance and support +32.2% +21.0%
Overall +30.9% +29.8%
Of the $39.5 million of overall revenue increase in the second quarter of 1999,
60% was attributable to growth in information services (70% of $67.4 million
year-to-date). For both the second quarter and year-to-date, growth came from
several sources: government and commercial outsourcing, K-12 networking and
professional services related to education software, and assessment and testing
services.
Second quarter increases in product sales came principally from education
software licensing and related network hardware. Increased maintenance and
support revenues were also the result of increased support revenues from
education software.
By major market, for the second quarter, revenues grew 31% from the education
market and 30% from the large scale data management (non-education) market. On a
year-to-date basis, the increases were 33% from education and 23% from
non-education.
Cost of Revenues and Gross Margins
For the second quarter the Company's overall gross margin as a percent of
revenue increased by 1.8%, with the improvement in each revenue category
(information services, product sales, and maintenance and support) in dollars
and as a percentage of revenue. This improvement reflects increased efficiency
of service and product delivery at higher volumes, especially in software
support. The same variances were seen in each category on a year-to-date basis.
Operating Expenses
Sales and marketing expenses increased $2.5 million or 14.9% in the quarter
ended July 31, 1999, over the prior year second quarter. As a percentage of
revenues, second quarter sales and marketing expenses declined by 1.6 percentage
points, due primarily to the relatively lower selling costs associated with
information services revenues. On a year-to-date basis, these expenses grew
12.5%, but decreased 1.9 percentage points as a percentage of revenue.
Research and development costs nearly doubled to $4.7 million in the quarter
ended July 31, 1999 as compared to the prior year (and increased 78% on a
year-to-date basis), reflecting more research and development spending in the
education software business. For the full year, these expenses are expected to
continue at higher levels for fiscal 1999 than fiscal 1998, as the Company
continues its investment in software products and test processing technology.
General and administrative expenses increased $8.6 million for the quarter ended
July 31, 1999 from the prior year quarter. As a percentage of revenue, general
and administrative expense increased 2.3 percentage points from 12.2% to 14.5%.
On a year-to-date basis the increase was $13.7 million, from 11.9% of revenues
to 13.8%. These expenses increased due to general growth and costs related to an
improvement of the Company's employee benefit package (particularly vacation),
variable compensation accrued because of favorable operating results, and
increases in internal management information systems.
Non-operating Expenses
Interest expense remained insignificant for both the second quarter and
year-to-date. Other expense, net, was insignificant for all periods presented.
Provision for Income Taxes
The effective income tax rate was a constant 40% for all periods presented.
Liquidity and Capital Resources
For the six-month period ended July 31, 1999, the Company generated $41.7
million of cash flow from operating activities as compared to $16.6 million in
the same period of the prior year. Cash was used principally to fund the NLI
acquisition of $19.1 million, investments in property, plant and equipment of
$15.6 million and business systems of $7.7 million, and to pay dividends of $3.2
million. The Company expects for the remainder of fiscal 1999 that its positive
cash flows from operations will be adequate to fund its normal financing and
investing activities. In addition, the Company generally anticipates funding
internal growth and acquisitions with its cash and cash equivalents on hand,
excess cash flows from operations, and an existing revolving credit facility.
Impact of Year 2000
Many currently installed computer systems and software are coded to accept only
two-digit entries in the date code fields. These date code fields will need to
accept four-digit entries to distinguish 21st century dates from 20th century
dates. This problem could result in system failures or miscalculations causing
disruptions of business operations (including, among other things, a temporary
inability to process transactions, send invoices or engage in other similar
business activities). As a result, many companies' computer systems and software
will need to be upgraded or replaced in order to comply with Year 2000
requirements. The potential global impact of the Year 2000 problem is not known,
and, if not corrected in a timely manner, could affect the Company and the U.S.
and world economy generally.
The Company's product development processes currently contain steps to include
Year 2000 compliance verification for all current and future products. Most of
the Company's products are currently Year 2000 compliant, and all continuing
products are expected to be compliant before December 31, 1999.
The Company has a full-time Year 2000 program leader and a team (consisting of
representatives from each of its business units) to address internal and
external Year 2000 issues. The Company's internal financial and other "IT"
computer systems have been reviewed to assess and remediate Year 2000 problems,
as have other "non-IT" systems such as security, HVAC and telephone systems. In
addition, executive management regularly monitors the status of the Company's
Year 2000 remediation plans. The Company's Year 2000 compliance program includes
the following phases: identifying systems with date sensitive points that will
need to be addressed; carrying out remediation work to modify those systems or
convert to new systems; conducting validation testing of systems and
applications to ensure compliance; and transition preparedness activities. As of
the filing date, the Company believes its products and internal systems are Year
2000 compliant in all material respects. The majority of future work consists of
transition activities described below.
Through July 31, 1999, the Company has spent approximately $6.2 million
addressing Year 2000 issues ($1.5 million in fiscal 1997, $3.3 million in fiscal
1998, and $1.4 million thus far in fiscal 1999.) The Company expects to incur an
additional $0.6 million of Year 2000 expenses during the remainder of fiscal
1999. These costs are below original estimates and consist primarily of internal
resources, with relatively minor external costs. All amounts are being expensed
currently and are included in the Company's future operating plans and
expectations. In addition, the Company has also made, and will continue to make,
significant capital investments to enhance its internal business and service
delivery systems. However, these investments are not driven principally by Year
2000 considerations.
In addition, the Company is requesting assurances from its major suppliers that
they are addressing the Year 2000 issue and that products purchased by the
Company from such suppliers will function properly in the Year 2000. Also,
contacts are being made with the Company's major customers. These actions are
intended to help mitigate the possible external impact of the Year 2000 problem.
However, it is impossible to fully assess the potential consequences to the
Company of the Year 2000 problem in the event service interruptions from
suppliers occur or in the event that there are disruptions in such
infrastructure areas as utilities, communications, transportation, banking and
government.
Based on its assessments to date, the Company believes it will not experience
any material disruption as a result of Year 2000 problems in internal processes,
information processing or interfaces with major customers, or with processing
orders and billing. However, if certain critical third-party providers, such as
those providers supplying electricity, water or telephone service, experience
difficulties resulting in disruption of service to the Company, a shutdown of
the Company's operations at individual facilities could occur for the duration
of the disruption. While the Company currently believes such disruptions of
basic services and facility shutdowns are unlikely, there can be no absolute
assurance that they will not occur.
The Company believes that the most likely worst case Year 2000 scenario will be
that NCS products do not operate properly for customers who have not installed
Year 2000 compliant versions of NCS products or have not updated their own
computing platform or network infrastructure to be operational in the Year 2000.
The Company has developed, and continues to refine, transition preparedness
plans to respond to a significantly increased number of customer calls at all
its support locations to address these Year 2000 problems. The Company has
developed contingency plans to provide for continuity of processing in Year 2000
and will continue to test and monitor these plans over the remainder of the
year.
Assuming no major disruption in service from utility companies or other critical
third-party providers, the Company believes that it will be able to manage its
total Year 2000 transition without any material effect on the Company's
consolidated results of operations or financial condition.
The statements which are not historical or current facts or are "goals" or
"expectations" contained in this report constitute "forward-looking" statements,
as defined in the Private Securities Litigation Reform Act of 1995 and are
subject to certain risks and uncertainties that could cause actual results to
differ materially. The Cautionary Statements filed by the Company as Exhibit 99
to the Annual Report on Form 10-K for the year ended January 31, 1999, are
incorporated herein by reference, and stockholders and prospective investors are
specifically referred to such Cautionary Statements for a discussion of factors
which could affect the Company's operations and forward-looking statements
contained herein.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
27. Financial Data Schedule
(b) No reports on Form 8-K were filed for the three months ended July 31,
1999.
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.
NATIONAL COMPUTER SYSTEMS, INC.
/s/ Jeffrey W. Taylor
---------------------------
Jeffrey W. Taylor
Vice President and
Chief Financial Officer
Dated: September 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary information extracted from the financial
statements for National Computer Systems, Inc. and Subsidiaries, for
the fiscal year ended January 29, 2000, and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. Dollars
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JAN-29-2000
<PERIOD-START> MAY-02-1999
<PERIOD-END> JUL-31-1999
<EXCHANGE-RATE> 1
<CASH> 19679
<SECURITIES> 0
<RECEIVABLES> 134746
<ALLOWANCES> 0
<INVENTORY> 29106
<CURRENT-ASSETS> 192030
<PP&E> 241870
<DEPRECIATION> (122667)
<TOTAL-ASSETS> 414561
<CURRENT-LIABILITIES> 154505
<BONDS> 0
0
0
<COMMON> 955
<OTHER-SE> 246503
<TOTAL-LIABILITY-AND-EQUITY> 414561
<SALES> 53073
<TOTAL-REVENUES> 167664
<CGS> 21623
<TOTAL-COSTS> 97500
<OTHER-EXPENSES> 47979
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 266
<INCOME-PRETAX> 21960
<INCOME-TAX> 8800
<INCOME-CONTINUING> 13160
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13160
<EPS-BASIC> 0.41
<EPS-DILUTED> 0.40
</TABLE>
