<PAGE> 1
Form 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1994
OR
[ ] 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 0-11097
Atlantic Southeast Airlines, Inc.
---------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-1354495
------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 Hartsfield Centre Parkway, Suite 800, Atlanta, Georgia 30354
---------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (404) 766-1400
--------------
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
--- ---
As of November 8, 1994 there were 33,611,207 shares of common stock
outstanding.
-1-
<PAGE> 2
ATLANTIC SOUTHEAST AIRLINES, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
<S> <C>
Part I-Financial Information
Item 1. Consolidated Financial Statements
Balance Sheets- September 30, 1994 and December 31, 1993
Assets 3
Liabilities and Shareholders' Equity 4
Statements of Income- Three months and nine months
ended September 30, 1994 and September 30, 1993 5
Statements of Cash Flows- Nine months ended
September 30, 1994 and September 30, 1993 6
Condensed Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Part II-Other Information
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 12
Exhibits
11 Statement Re: Computation of Per Share Earnings 13
27 Financial Data Schedule (for the SEC use only) 14
</TABLE>
-2-
<PAGE> 3
Part I- Financial Information
Item 1. Consolidated Financial Statements
ATLANTIC SOUTHEAST AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
------------- ------------
(unaudited) (audited)
<S> <C> <C>
Assets
Current Assets
Cash and cash equivalents $ 50,831 $ 52,835
Marketable securities 134,562 113,094
Accounts receivable 7,730 6,945
Expendable parts 7,482 6,362
Other current assets 2,871 3,092
-------- --------
203,476 182,328
Property and Equipment
Flight equipment 470,174 412,125
Other property and equipment 7,903 7,126
Advance payments on property and equipment 309 598
-------- --------
478,386 419,849
Less accumulated depreciation and amortization 156,932 137,514
-------- --------
321,454 282,335
Other Assets
Excess of cost over fair value of
tangible assets acquired 2,996 3,075
Other assets 6,178 6,861
-------- --------
9,174 9,936
Total Assets $534,104 $474,599
======== ========
</TABLE>
See condensed notes to consolidated financial statements.
-3-
<PAGE> 4
ATLANTIC SOUTHEAST AIRLINES, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands of Dollars)
<TABLE>
<CAPTION>
September 30, December 31,
1994 1993
------------ ------------
(unaudited) (audited)
<S> <C> <C>
Liabilities and Shareholders' Equity
Current Liabilities
Current portion of long-term debt $ 28,412 $ 25,981
Accounts payable 14,629 11,710
Air traffic liability 733 1,723
Accrued payroll and related expenses 5,358 9,465
Accrued interest payable 2,919 1,642
Other accrued expenses 2,127 591
Income taxes payable 2,200 4,241
-------- ---------
56,378 55,353
Long-Term Debt 158,700 135,963
Noncurrent Liabilities 514 409
Deferred Income Taxes 63,659 57,787
Shareholders' Equity
Common Stock, $.10 par value; authorized
50,000,000 shares; issued 1994-34,363,707
shares; 1993- 34,339,772 shares 3,436 3,434
Capital in Excess of Par Value 45,238 44,458
Retained Earnings 210,402 177,195
Treasury Stock; 170,000 shares (4,223) -
-------- ---------
254,853 225,087
Total Liabilities and Shareholders' Equity $534,104 $ 474,599
======== =========
</TABLE>
See condensed notes to consolidated financial statements.
-4-
<PAGE> 5
ATLANTIC SOUTHEAST AIRLINES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands of Dollars Except Per Share Amounts)
(Unaudited)
<TABLE>
<CAPTION>
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
-------------------------- -------------------------
1994 1993 1994 1993
<S> <C> <C> <C> <C>
Operating revenues:
Passenger $ 78,407 $ 73,310 $ 232,343 $ 205,256
Other 1,675 1,293 4,790 3,669
----------- ----------- ----------- -----------
Total operating revenues 80,082 74,603 237,133 208,925
Operating expenses:
Flying operations 16,518 14,484 48,677 38,817
Maintenance 13,382 12,366 37,097 31,584
Passenger service 3,649 2,982 10,332 8,044
Aircraft and traffic servicing 9,283 7,632 27,182 21,535
Promotion, sales and advertising 7,788 7,312 23,021 20,361
General and administrative 2,242 640 4,070 15,063
Depreciation, amortization and obsolescence 7,004 6,184 19,932 17,868
Other 42 41 175 138
----------- ----------- ----------- -----------
Total operating expenses 59,908 51,641 170,486 153,410
Income from operations 20,174 22,962 66,647 55,515
Non-operating (income) expenses, net:
Interest income (2,038) (1,254) (5,141) (3,603)
Interest expense 1,847 1,264 4,318 3,958
Other (11) (7) (24) (12)
----------- ----------- ----------- -----------
(202) 3 (847) 343
Income before income taxes and cumulative effect
of change in accounting for income taxes 20,376 22,959 67,494 55,172
Income taxes: Note 3
Current 5,526 6,216 20,181 15,558
Deferred 2,339 4,343 5,872 7,081
----------- ----------- ----------- -----------
7,865 10,559 26,053 22,639
Income before cumulative effect of accounting change 12,511 12,400 41,441 32,533
Cumulative effect of change in method of
accounting for income taxes-Note 3 - - - 4,212
----------- ----------- ----------- -----------
Net income $ 12,511 $ 12,400 $ 41,441 $ 36,745
=========== =========== =========== ===========
Earnings per share:
Income before cumulative effect of accounting change $ 0.37 $ 0.36 $ 1.21 $ 0.95
Cumulative effect of accounting change - - - $ 0.12
----------- ----------- ----------- -----------
Net income $ 0.37 $ 0.36 $ 1.21 $ 1.07
=========== =========== =========== ===========
Cash dividends per common share $ 0.08 $ 0.07 $ 0.24 $ 0.21
Weighted number of common shares outstanding 34,276,614 34,418,621 34,364,106 34,380,000
</TABLE>
See condensed notes to consolidated financial statements.
-5-
<PAGE> 6
ATLANTIC SOUTHEAST AIRLINES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands of Dollars)
(Unaudited)
<TABLE>
<CAPTION>
For The Nine Months Ended
September 30,
------------------------------------
1994 1993
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 41,441 $ 36,745
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 19,092 17,218
Amortization and provision for obsolescence 840 650
Provision for uncollectible accounts 90 (210)
Increase in allowance for maintenance 4,757 4,041
Deferred income taxes 5,872 2,709
Other 1,287 5,280
Changes in operating assets and liabilities:
Accounts receivable (875) (311)
Expendable parts (1,529) (1,110)
Other assets 145 (2,333)
Accounts payable 2,919 2,726
Other liabilities 546 762
Payroll and related liabilities (4,002) 841
Accrued interest payable 1,277 86
Income taxes payable (2,041) 1,597
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES 69,819 68,691
INVESTING ACTIVITIES
Purchase of marketable securities (129,853) (134,987)
Proceeds from sale of marketable securities 108,385 121,155
Decrease in restricted cash 265 265
Proceeds from disposal of property and equipment 16 49
Purchases of property and equipment including
advance payments (63,490) (33,296)
Other 143 -
--------- ---------
NET CASH USED IN INVESTING ACTIVITIES (84,534) (46,814)
FINANCING ACTIVITIES
Proceeds from long-term debt 43,782 16,689
Principal payments on long-term debt (18,614) (25,114)
Dividends paid (8,234) (7,202)
Purchase of treasury stock (4,223) -
--------- ---------
NET CASH USED IN FINANCING ACTIVITIES 12,711 (15,627)
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (2,004) 6,250
Cash and cash equivalents at beginning of period 52,835 58,122
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 50,831 $ 64,372
========= =========
</TABLE>
See condensed notes to consolidated financial statements.
-6-
<PAGE> 7
ATLANTIC SOUTHEAST AIRLINES, INC.
Condensed Notes to Consolidated Financial Statements
(Unaudited)
1. In the opinion of management, the accompanying condensed (unaudited)
consolidated financial statements contain all adjustments necessary to
present fairly the financial position as of September 30, 1994 and
results of operations for the three and nine-month periods ended
September 30, 1994 and 1993 and cash flows for the nine-month periods
ended September 30, 1994 and 1993. The accounting adjustments
contained in the financial statements are of a normal recurring
nature. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the
rules and regulations of the Securities and Exchange Commission for
Form 10-Q. It is suggested that these unaudited condensed
consolidated financial statements be read in conjunction with the
audited consolidated financial statements and the notes thereto
included in the 1993 Annual Report on Form 10-K filed by the Company
under the Securities Exchange Act of 1934 on March 30, 1994.
2. Results of operations for the three and nine-month periods ended
September 30, 1994 and 1993 are not necessarily indicative of the
results to be expected for the year.
3. The provisions for income taxes were computed at the estimated
annualized effective tax rates. Effective January 1, 1993, the
Company adopted FASB Statement No. 109, "Accounting for Income
Taxes." Under Statement 109, the liability method is used in
accounting for income taxes. Under this method, deferred tax assets
and liabilities are determined based on differences between financial
reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates. As permitted by Statement 109, the
Company elected not to restate the financial statements of any prior
years. The cumulative effect of the change increased net income by
$4,212,300 or $.12 per share for the nine months ended September 30,
1993.
4. Earnings per share are based on the weighted average number of common
shares and common stock equivalents outstanding.
5. Marketable securities, which consist of investments with maturity
dates longer than three months, are stated at amounts that approximate
market.
6. Certain amounts as previously reported have been reclassified to
conform to current year presentation.
-7-
<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Liquidity and Capital Resources
Working capital increased to $147.1 million at September 30, 1994 from
$127.0 million at December 31, 1993 resulting in an improved current ratio of
3.6:1 compared with 3.3:1 at the end of 1993. The Company's cash, cash
equivalents and marketable securities increased $19.5 million since the end of
1993. During the nine months ended September 30, 1994, the Company generated
$69.8 million in cash from operations and had proceeds from long-term debt of
$43.8 million. These cash inflows were offset by a $63.5 million investment in
property and equipment, $18.6 million of debt retirement, $8.2 million of
dividends paid and $4.2 million of treasury stock purchases. The Company has
available a $3 million unsecured line of credit with one of its banks. As of
September 30, 1994, a letter of credit for $895,000 was outstanding against
this line of credit.
Total assets increased by $59.5 million to $534.1 million at September
30, 1994 primarily due to a $39.1 million increase in net property and
equipment. During the first nine months of 1994, the Company accepted delivery
of four ATR72 aircraft from the manufacturer. A majority of the purchase price
of these four aircraft was provided by bank financing. This debt will be repaid
over twelve years in semi-annual installments. These aircraft have been used to
enter a new market, replace two Dehavilland DHC-7 aircraft that were retired at
May 31, 1994 and increase capacity in existing markets. Current maturites of
long-term debt and other capital expenditures for 1994 will be funded from the
Company's cash reserves and will not require the use of additional external
funds.
In May 1994, the Board of Directors authorized the repurchase of up to
$50 million of the Company's common stock on the open market. The Company will
use part of its available cash balances to repurchase any such shares. The
stock repurchased will be used for compensation programs or other general
corporate purposes. The Company had repurchased 170,000 shares of
its common stock on the open market as of September 30, 1994 and 752,500 shares
of its common stock as of November 8, 1994.
The long-term debt to equity ratio was .62:1 at September 30, 1994
compared with .6:1 at December 31, 1993. Long-term debt increased to $158.7
million from $136.0 million at the end of 1993. The Company added $41.1 million
of long-term debt associated with new aircraft financing, paid $18.6 million of
scheduled debt payments and reclassified $0.2 million from current maturities.
Shareholders' equity per share increased to $7.45 at September 30,
1994 from $6.55 at the end of 1993. Net worth increased $29.8 million primarily
due to net income of $41.4 million in the first nine months of 1994 offset by
dividends paid of $8.2 million and treasury stock purchases of $4.2 million.
The Company anticipates that Delta Air Lines, Inc. may increase certain
marketing related costs associated with the Delta Connection program. These
increased costs are expected to be implemented during 1995. The Company is
also discussing with Delta Air Lines the possiblity of providing replacement
and supplemental service to several markets from the Atlanta and Dallas/Fort
Worth hubs. The Company cannot assess the impact that these possible changes
may have on future operating results.
-8-
<PAGE> 9
Results of Operations
For the three months ended September 30, 1994 and 1993
The Company reported record third quarter revenues, net income and
traffic. Net income for the three months ended September 30, 1994 was $12.5
million or $.37 per share compared with $12.4 million or $.36 per share for
1993.
The number of passengers carried increased 17 percent and the average
trip length increased two percent for a 20 percent increase in revenue
passenger miles ("RPMs") flown. This increase in RPMs, offset by an 11 percent
decrease in the average passenger mile yield to $.382 from $.428, resulted in a
seven percent increase in passenger revenue to $78.4 million for the quarter
ended September 30, 1994. Continued fare discounting in about 20 markets served
from the Company's Atlanta hub was the major factor which contributed to the
Company's reduced yield. There can be no assurance that fare discounting will
not continue to be a factor in the future.
During the third quarter of 1994, the Company began service to
Lynchburg, Virginia from its Atlanta hub on July 1st and to Monroe, Louisiana
from its Dallas/Fort Worth hub on September 12th.
Operating expenses increased approximately 16 percent in the third
quarter of 1994 compared with the same period last year. The Company increased
capacity (available seat miles "ASM's") by 21 percent and experienced a four
percent decrease in cost per ASM flown to $.137 in the third quarter of 1994
compared to $.143 in the third quarter of 1993. The following table compares
components of operating cost per ASM and operating expense as a percentage of
total operating expense for the three month periods ended September 30, 1994
and 1993:
<TABLE>
<CAPTION>
Cost per ASM % Operating Cost
Quarter Ended Quarter Ended
September 30, September 30,
------------------------------------------------------
1994 1993 1994 1993
------------------------------------------------------
<S> <C> <C> <C> <C>
Labor and related $.039 $.036 28% 25%
Fuel .014 .016 10 11
Direct maintenance .023 .025 17 18
Passenger related .017 .019 12 13
Depreciation and aircraft rent .020 .021 15 15
Other .024 .026 18 18
------------------------------------------------------
Total operating expense $.137 $.143 100% 100%
</TABLE>
Labor and related costs increased to $17.0 million for the third
quarter of 1994 compared to $13.0 million for the same period in 1993. The
average number of employees for the third quarter of 1994 was 2,167, an
increase of 12 percent over 1,939 for the same period in 1993. Included in the
third quarter of 1993 is a $1.7 million credit to expense associated with the
Company's stock appreciation rights ("SARs") plan versus a $.1 million charge
for the same period this year. This reversal of previously accrued expense in
the third quarter of 1993 resulted from a decrease in the Company's stock
price.
Fuel expense decreased to $.014 per ASM for the third quarter of 1994
compared to $.016 per ASM for the same period in 1993. Fuel expense went up $.4
million spread over a 21 percent increase in ASM's. The average price per
-9-
<PAGE> 10
gallon decreased four percent to $.617 from $.641 while total fuel consumption
increased 12 percent.
Direct maintenance cost, excluding labor and related expenses,
increased nine percent to $9.9 million for the quarter ended September 30,
1994. This increase was due primarily to a 21 percent increase in capacity and
an increase in the timing for scheduled maintenance inspections and overhauls
of time controlled components.
Depreciation and aircraft rent increased 17 percent to $9.0 million
for the quarter ended September 30, 1994. This increase was due primarily to
depreciation expense associated with the four aircraft which were acquired in
1994 as well as a full quarter of rent expense on the four aircraft acquired in
the third quarter of 1993.
The break-even load factor increased to 35.1% for the three months
ended September 30, 1994 compared to 32.8% for the same period last year. This
increase was primarily the result of lower passenger yield only partially
offset by lower cost per ASM. Both of these components were discussed above.
Approximately $1.4 million of additional income tax expense was
recorded in the third quarter of 1993 resulting from the retroactive increase
in the corporate tax rate from 34% to 35% required by the Omnibus Budget
Reconciliation Act of 1993.
For the nine months ended September 30, 1994 and 1993
Passenger revenue increased 13 percent to $232.3 million in the first
nine months of 1994 primarily due to a 28 percent increase in RPMs offset by a
12 percent decrease in the average yield per passenger mile to $.399 from
$.453. The number of passengers carried increased 23 percent to 2.3 million
passengers in the first nine months of 1994. The average passenger trip length
increased five percent to 250 miles in 1994 from 239 miles in 1993.
Operating expenses increased 11 percent during the nine month period
ended September 30, 1994. The Company increased capacity ("ASM's") by 29
percent and experienced a 14 percent decrease in the cost per ASM to $.138 from
$.160. The following table compares components of operating cost per ASM and
operating expense as a percentage of total operating expense for the nine month
periods ended September 30, 1994 and 1993:
<TABLE>
<CAPTION>
Cost per ASM % Operating Cost
Year to Date Year to Date
September 30, September 30,
-------------------------------------------------------
1994 1993 1994 1993
-------------------------------------------------------
<S> <C> <C> <C> <C>
Labor and related $.036 $.052 26% 33%
Fuel .014 .017 10 11
Direct maintenance .022 .024 16 15
Passenger related .018 .020 13 12
Depreciation and aircraft rent .021 .021 15 13
Other .027 .026 20 16
-------------------------------------------------------
Total operating expense $.138 $.160 100% 100%
</TABLE>
-10-
<PAGE> 11
Labor and related costs decreased to $44.7 million for the nine months
ended September 30, 1994 from $50.0 million for the nine months ended September
30, 1993. The average number of employees over the first nine months of 1994
was 2,147, an increase of 14 percent over 1,883 for the same period in 1993.
Included in the first nine months of 1993 was $9.0 million of expense
associated with the Company's stock appreciation rights plan, for which
expenses are accrued based on increases in the Company's stock price. The first
nine months of 1994 included a $3.5 million credit which resulted from a
decrease in the Company's stock price and reversed previously accrued expenses
associated with stock appreciation rights.
Fuel expense decreased to $.014 per ASM for the nine months ending
September 30, 1994 compared to $.017 for the same period in 1993. Fuel expense
went up $1.2 million spread over a 29 percent increase in ASM's. The average
price per gallon decreased nine percent to $.616 from $.679 while total fuel
consumption increased 18 percent.
Direct maintenance cost, excluding labor and related expenses,
increased 17 percent to $26.9 million for the nine months ended September 30,
1994. This increase was due primarily to a 29 percent increase in capacity and
an increase in the timing for scheduled maintenance inspections and overhauls
of time controlled components.
Depreciation and aircraft rent increased 34 percent to $26.3 million
for the nine months ended September 30, 1994. This increase was due primarily
to depreciation associated with the four aircraft which were acquired in 1994
as well as a full nine months of rent expense in 1994 for the eight aircraft
acquired during the second and third quarters of 1993.
Part II-Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) The following exhibits are filed as part of this
report. The exhibit number refers to Item 601 of
Regulation S-K.
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule (for the SEC use only)
(b) Reports on Form 8-K - There were no reports on Form
8-K filed for the quarter ended September 30, 1994.
-11-
<PAGE> 12
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.
Atlantic Southeast Airlines, Inc.
/s/ Ronald V. Sapp
-------------------------------
Ronald V. Sapp
V.P. Finance, Treasurer and
Chief Financial Officer
Date: November 14, 1994
-12-
<PAGE> 1
EXHIBIT 11- STATEMENT RE: COMPUTATION OF
PER SHARE EARNINGS
<TABLE>
<CAPTION>
For The Three Months Ended For The Nine Months Ended
September 30, September 30,
1994 1993 1994 1993
-------------------------------------------------------
<S> <C> <C> <C> <C>
Income before cumulative effect of accounting change $12,510,387 $12,399,202 $41,441,100 $32,532,494
Cumulative effect of change in method of
accounting for income taxes-Note 3 - - - 4,212,300
----------- ----------- ----------- -----------
Net income $12,510,387 $12,399,202 $41,441,100 $36,744,794
----------- ----------- ----------- -----------
Earnings per share:
Income before cumulative effect of accounting change $ 0.37 $ 0.36 $ 1.21 $ 0.95
Cumulative effect of accounting change - - - $ 0.12
----------- ----------- ----------- -----------
Net income $ 0.37 $ 0.36 $ 1.21 $1.07
----------- ----------- ----------- -----------
Weighted number of common shares outstanding 34,276,614 34,418,621 34,364,106 34,380,000
</TABLE>
See condensed notes to consolidated financial statements.
-13-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 50,831
<SECURITIES> 134,562
<RECEIVABLES> 7,983
<ALLOWANCES> (253)
<INVENTORY> 7,482
<CURRENT-ASSETS> 203,476
<PP&E> 478,386
<DEPRECIATION> 156,932
<TOTAL-ASSETS> 534,104
<CURRENT-LIABILITIES> 56,378
<BONDS> 158,700
<COMMON> 3,419<F1>
0
0
<OTHER-SE> 251,434<F2>
<TOTAL-LIABILITY-AND-EQUITY> 534,104
<SALES> 0
<TOTAL-REVENUES> 237,133
<CGS> 0
<TOTAL-COSTS> 170,486
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 90
<INTEREST-EXPENSE> 4,318
<INCOME-PRETAX> 67,494
<INCOME-TAX> 26,053
<INCOME-CONTINUING> 41,441
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 41,441
<EPS-PRIMARY> 1.21
<EPS-DILUTED> 1.21
<FN>
<F1>Reduced by approximately $17,000 allocable to 170,000 shares of treasury
stock.
<F2>Reduced by approximately $4,206,000 allocable to 170,000 shares of treasury
stock.
-14-
</FN>
</TABLE>
