<PAGE>
===========================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-Q
(Mark one)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1996
-------------
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______ to _______
Commission file number 1-8246
SOUTHWESTERN ENERGY COMPANY
(Exact name of registrant as specified in its charter)
Arkansas 71-0205415
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1083 Sain Street, P.O. Box 1408, Fayetteville, Arkansas 72702-1408
(Address of principal executive offices, including zip code)
(501) 521-1141
(Registrant's telephone number, including area code)
No Change
(Former name, former address and former fiscal year; if changed
since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve 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, as of the latest practicable date:
Class Outstanding at August 5, 1996
---------------------------- ----------------------------
Common Stock, Par Value $.10 24,707,121
===========================================================================
- 1 -
<PAGE>
PART I
FINANCIAL INFORMATION
- 2 -
<PAGE>
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------- ---------
($ in thousands)
<S> <C> <C>
Current Assets
Cash $ 980 $ 1,498
Accounts receivable 19,653 35,541
Income taxes receivable 809 8,221
Inventories, at average cost 15,539 15,448
Other 1,317 3,188
--------- ---------
Total current assets 38,298 63,896
--------- ---------
Investments 7,489 9,114
--------- ---------
Property, Plant and Equipment, at cost
Gas and oil properties, using the
full cost method 551,328 517,979
Gas distribution systems 199,566 193,258
Gas in underground storage 32,585 32,616
Other 20,711 19,717
--------- ---------
804,190 763,570
Less: Accumulated depreciation,
depletion and amortization 298,999 277,751
--------- ---------
505,191 485,819
--------- ---------
Other Assets 11,791 10,264
--------- ---------
Total Assets $ 562,769 $ 569,093
========= =========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
- 3 -
<PAGE>
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
--------- ---------
($ in thousands)
<S> <C> <C>
Current Liabilities
Current portion of long-term debt $ 3,071 $ 3,071
Accounts payable 21,094 23,989
Taxes payable 2,051 2,422
Interest payable 1,181 1,376
Customer deposits 4,539 4,619
Over-recovered purchased gas costs, net 1,704 7,327
Other 1,900 2,606
--------- ---------
Total current liabilities 35,540 45,410
--------- ---------
Long-Term Debt, less current portion above 197,057 207,757
--------- ---------
Other Liabilities
Deferred income taxes 120,278 115,461
Deferred investment tax credits 1,947 2,103
Other 4,223 3,858
--------- ---------
126,448 121,422
--------- ---------
Commitments and Contingencies
Shareholders' Equity
Common stock, $.10 par value; authorized
75,000,000 shares, issued 27,738,084
shares 2,774 2,774
Additional paid-in capital 21,272 21,272
Retained earnings 213,793 204,632
Less: Common stock in treasury, at cost 33,795 33,795
Unamortized cost of 31,527
restricted shares in 1996
and 34,807 restricted shares
in 1995, issued under stock
incentive plan 320 379
--------- ---------
203,724 194,504
--------- ---------
Total Liabilities and Shareholders' Equity $ 562,769 $ 569,093
========= =========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
- 4 -
<PAGE>
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
---------- ---------- ---------- ----------
($ in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Operating Revenues
Gas sales $ 31,130 $ 28,071 $ 91,836 $ 77,284
Oil sales 1,635 861 2,951 1,695
Gas transportation 1,027 1,361 2,177 2,542
Other 512 349 1,202 872
---------- ---------- ---------- ---------
34,304 30,642 98,166 82,393
---------- ---------- ---------- ---------
Operating Costs and Expenses
Purchased gas costs 3,023 5,738 23,117 21,333
Operating and general 12,039 10,997 23,793 21,583
Depreciation, depletion and amortization 10,015 8,954 21,232 18,308
Taxes, other than income taxes 1,154 1,026 2,433 2,152
---------- ---------- ---------- ---------
26,231 26,715 70,575 63,376
---------- ---------- ---------- ---------
Operating Income 8,073 3,927 27,591 19,017
---------- ---------- ---------- ---------
Interest Expense 2,790 2,548 6,005 5,146
---------- ---------- ---------- ---------
Other Income (Expense) (745) (655) (1,871) (1,600)
---------- ---------- ---------- ---------
Income Before Provision for Income Taxes 4,538 724 19,715 12,271
---------- ---------- ---------- ---------
Income Tax Provision (Benefit)
Current (662) (845) 2,721 2,040
Deferred 2,409 1,124 4,869 2,684
---------- ---------- ---------- ---------
1,747 279 7,590 4,724
---------- ---------- ---------- ---------
Net Income $ 2,791 $ 445 $ 12,125 $ 7,547
========== ========== ========== ==========
Weighted Average Common Shares Outstanding 24,701,349 25,422,842 24,701,349 25,550,370
========== ========== ========== ==========
Earnings Per Share $ .11 $ .02 $ .49 $ .30
===== ===== ===== =====
Dividends Declared Per Share Payable 8/5/96
and 8/4/95 $ .06 $ .06 $ .06 $ .06
===== ===== ===== =====
</TABLE>
The accompanying notes are an integral part
of the financial statements.
- 5 -
<PAGE>
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1996 1995
-------- --------
($ in thousands)
<S> <C> <C>
Cash Flows From Operating Activities
Net income $ 12,125 $ 7,547
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 21,372 18,448
Deferred income taxes 4,869 2,684
Equity in loss of partnership 1,601 1,737
Change in assets and liabilities:
Decrease in accounts receivable 15,888 13,247
Decrease in income taxes receivable 7,412 500
Increase in inventories (91) (1,443)
Decrease in accounts payable (2,895) (4,431)
Decrease in taxes payable (371) (137)
Increase (decrease) in interest payable (195) 107
Increase (decrease) in over-recovered
purchased gas costs (5,623) 4,445
Net change in other current assets
and liabilities 1,085 618
-------- --------
Net cash provided by operating activities 55,177 43,322
-------- --------
Cash Flows From Investing Activities
Capital expenditures (41,486) (44,188)
Investment in partnership - (2,340)
Decrease in gas stored underground 31 2,723
Other items (576) 1,626
-------- --------
Net cash used in investing activities (42,031) (42,179)
-------- --------
Cash Flows From Financing Activities
Net increase (decrease) in revolving
long-term debt (10,700) 9,800
Purchase of treasury stock - (8,326)
Cash dividends (2,964) (3,075)
-------- --------
Net cash used in financing activities (13,664) (1,601)
-------- --------
Decrease in cash (518) (458)
Cash at beginning of year 1,498 1,152
-------- --------
Cash at end of period $ 980 $ 694
======== ========
</TABLE>
The accompanying notes are an integral part
of the financial statements.
- 6 -
<PAGE>
SOUTHWESTERN ENERGY COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996
1. BASIS OF PRESENTATION
The financial statements included herein are unaudited; however, such
information reflects all adjustments (consisting solely of normal
recurring adjustments) which are, in the opinion of management,
necessary for a fair presentation of the results for the interim
periods. The Company's accounting policies are summarized in the 1995
Annual Report to Shareholders, Notes to Financial Statements.
Certain reclassifications have been made to the June 30, 1995,
financial statements in order to conform with the 1996 presentation.
These reclassifications had no effect on previously reported net
income.
2. DIVIDEND PAYABLE
A dividend of $.06 per share was declared July 10, 1996, payable August
5, 1996.
3. INTEREST AND INCOME TAXES PAID
The following table provides interest and income taxes paid during each
period presented.
Three months Six months
Periods Ended June 30 1996 1995 1996 1995
-----------------------------------------------------------------------
(in thousands)
Interest payments $7,039 $3,574 $7,360 $5,509
Income tax payments $2,512 $579 $2,521 $800
- 7 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following updates information as to the Company's financial condition
provided in the Company's Form 10-K for the year ended December 31, 1995, and
analyzes the changes in the results of operations between the three and six
month periods ended June 30, 1996, and the comparable periods of 1995.
RESULTS OF OPERATIONS
Net income for the three months ended June 30, 1996, was $2.8 million, or $.11
per share, on revenues of $34.3 million, up from $.4 million, or $.02 per share,
on revenues of $30.6 million, for the same period in 1995. For the six months
ended June 30, 1996, net income was $12.1 million, or $.49 per share, on
revenues of $98.2 million, compared to $7.5 million, or $.30 per share, on
revenues of $82.4 million, for the same period in 1995.
The comparative increases in net income for the second quarter and year to date
1996 were primarily the result of higher gas prices and colder weather. The
following tables compare operating revenues and operating income by business
segment for the three and six month periods ended June 30, 1996 and 1995:
Quarter Ended Six Months Ended
June 30, June 30,
------------------ ---------------------
1996 1995 1996 1995
------- ------- ------- --------
(in thousands)
Revenues
Exploration and
production $20,791 $14,482 $43,949 $32,206
Gas distribution 22,768 21,056 77,042 66,393
Other 67 95 146 193
Eliminations (9,322) (4,991) (22,971) (16,399)
------- ------- ------- -------
$34,304 $30,642 $98,166 $82,393
======= ======= ======= =======
Operating Income
Exploration and
production $ 8,662 $ 3,973 $18,633 $10,873
Gas distribution (371) 69 9,341 8,397
Corporate expenses (218) (115) (383) (253)
------- ------- ------- -------
$ 8,073 $ 3,927 $27,591 $19,017
======= ======= ======= =======
Revenues of the exploration and production segment were up 44% and 36%,
respectively, for the three and six month periods ended June 30, 1996, as
compared to the same periods in 1995. Gas production during the second quarter
of 1996 was 8.3 billion cubic feet (Bcf), down slightly
- 8 -
<PAGE>
from 8.5 Bcf for the same period in 1995. For the six months ended June 30,
1996, gas production was 18.2 Bcf, up 3% from 17.7 Bcf for the same period in
1995. The increase for the first six months of 1996 was primarily the result of
higher sales of gas to the Company's distribution segment, partially offset by
declines in sales to unaffiliated parties. Sales to Arkansas Western Gas Company
(AWG), which operates the Company's northwest Arkansas gas distribution system,
increased to 6.1 Bcf during the six months ended June 30, 1996, compared to 4.6
Bcf for the same period in 1995. The Company sold 2.4 Bcf to AWG during the
second quarter of 1996, up from 1.3 Bcf for the same period in 1995. Associated
Natural Gas Company (Associated), which operates the Company's gas distribution
systems in northeast Arkansas and parts of Missouri, purchased 1.2 Bcf of the
Company's gas production during the second quarter of 1996 and 3.4 Bcf during
the first six months of 1996, up from .9 Bcf and 2.8 Bcf, respectively, for the
same periods in 1995. Colder weather in the first quarter of 1996 and the
resulting need to replenish the utility's storage facilities caused higher
demand by the gas distribution segment throughout the first half of 1996. The
higher demand enabled the Company to increase its production of reserves located
on the utility's gathering system.
Sales of gas production to unaffiliated purchasers were 4.7 Bcf during the
second quarter of 1996 and 8.7 Bcf for the first six months of 1996, down from
6.3 Bcf and 10.3 Bcf, respectively, for the same periods in 1995. While this
decline was more than offset by the increased sales to the Company's gas
distribution segment, it did reflect a decrease in production from the Company's
Gulf Coast properties, partially offset by increased production from properties
acquired in 1995.
The Company's average sales price for its gas production was $2.31 per thousand
cubic feet (Mcf) for the second quarter of 1996, up from $1.61 per Mcf for the
same period in 1995. The average price was $2.25 per Mcf for the first six
months of 1996, up from $1.73 per Mcf for the same period of 1995. The increases
reflected the general increase in spot market prices for natural gas.
The Company's oil production increased to 149,781 barrels for the six months
ended June 30, 1996, up from 95,731 barrels for the same period in 1995. The
increase was due primarily to additional production from properties acquired
during 1995.
Operating revenues of the gas distribution segment increased 8% in the second
quarter of 1996 and 16% in the six months ended June 30, 1996, both as compared
to the same periods in 1995. The increases were due both to an increase in the
average utility rate and colder weather. Weather during the first half of 1996
was 9% colder than normal and 15% colder than in the same period of the prior
year. Deliveries by the Company's gas distribution systems to sales and end-use
transportation customers were 5.6 Bcf for the second quarter of 1996 and 20.2
Bcf for the six months ended June 30, 1996, compared to 5.4 Bcf and 17.9 Bcf,
respectively, for the same periods in 1995. Growth of 2% in the average number
of utility customers also impacted deliveries. AWG delivered a total of 13.2 Bcf
to its sales and end-use transportation customers during the first half of 1996,
up from 11.8 Bcf in 1995. AWG also transported 1.6 Bcf for delivery off its
system during the first half of 1996, down from 4.8 Bcf for the same
- 9 -
<PAGE>
period in 1995. Associated delivered a total of 7.0 Bcf to its customers during
the first half of 1996, up from 6.1 Bcf for the same period in 1995.
The Company's average rate for its utility sales increased to $4.24 per Mcf
during the first half of 1996, up from $4.12 per Mcf for the same period in
1995. The increase reflected higher purchase prices for natural gas which are
passed through to customers under automatic adjustment clauses.
AWG has reached a stipulated settlement with the Staff of the Arkansas Public
Service Commission (APSC) and an industrial intervenor group on a rate increase
application filed early in 1996 for its northwest Arkansas system. The
settlement is pending approval of the APSC and would result in a rate increase
of $5.1 million annually. The Office of the Attorney General of the State of
Arkansas participated in portions of the stipulation, but recommended that the
APSC order an investigation of the allocation of costs between the regulated and
non-regulated activities of Southwestern and grant no rate increase until such
an investigation is completed. The APSC must act on AWG's rate increase
application prior to December 1, 1996. The Company presently plans to file a
rate increase application for its northeast Arkansas and Missouri systems in
late 1996 or early 1997.
In another regulatory matter, the Circuit Court of Cole County, Missouri, on
June 12, 1996 overturned and remanded to the Missouri Public Service Commission
(MPSC) its order which had disallowed recovery of approximately $2.1 million of
gas costs incurred by Associated. The disallowed costs represented amounts paid
by Associated under a contract with one of Southwestern's exploration and
production subsidiaries and take or pay costs paid to Associated's interstate
pipeline suppliers. The Circuit Court found that there was not substantial and
competent evidence in the record to disallow recovery of the costs related to
the contract with Southwestern's production subsidiary and that the Commission
was required by federal law to allow Associated to recover the take or pay
costs. The MPSC has appealed the decision of the Circuit Court to the Missouri
Court of Appeals.
Operating costs and expenses decreased $.4 million, or 2%, in the second quarter
of 1996 and increased $7.2 million, or 11%, for the six months ended June 30,
1996, both as compared to the same periods in 1995. The decrease in the second
quarter of 1996, as compared to 1995, was due primarily to lower purchased gas
costs of the Company's gas distribution systems partially offset by increased
operating and general expenses and increased depreciation, depletion and
amortization expense. The Company's purchased gas expense reflects the
elimination of intercompany sales. The decrease in purchased gas costs during
the second quarter of 1996 resulted from an increase in intercompany sales, as
discussed above. The increase in operating costs and expenses for the six months
ended June 30, 1996, was due primarily to higher purchased gas costs related to
higher prices paid for gas supplies, and increases in both operating and general
expenses and depreciation, depletion and amortization expense.
Interest expense, net of capitalization, for the six months ended June 30, 1996,
was up 17%, compared to the same period in 1995. The increase was due to higher
average borrowings,
- 10 -
<PAGE>
partially offset by an increase in capitalized interest. Interest is capitalized
in the exploration and production segment on costs that are unevaluated and
excluded from amortization.
The Company's share of the NOARK Pipeline System's (NOARK) pretax loss included
in other income was $.8 million for the second quarter of 1996 and $1.6 million
for the six months ended June 30, 1996, compared to $.7 million and $1.7
million, respectively, for the same periods in 1995. The Company, through a
subsidiary, holds a 47.93% general partnership interest in NOARK and is the
pipeline's operator.
The changes in the provisions for current and deferred income taxes recorded in
the three and six month periods ended June 30, 1996, as compared to the same
periods in 1995, resulted primarily from the level of taxable income and from
the deduction of intangible drilling costs in the year incurred for tax
purposes, netted against the turnaround of intangible drilling costs deducted
for tax purposes in prior years. Intangible drilling costs are capitalized and
amortized over future years for financial reporting purposes under the full cost
method of accounting.
CHANGES IN FINANCIAL CONDITION
Changes in the Company's financial condition at June 30, 1996, as compared to
December 31, 1995, primarily reflect the seasonal nature of the gas distribution
segment of the Company's business and changes in prices received for gas
production of the Company's exploration and production segment.
Routine capital expenditures, cash dividends and scheduled debt retirements are
predominately funded through cash provided by operations. For the first six
months of 1996 and 1995, net cash provided by operating activities was $55.2
million and $43.3 million, respectively, and exceeded the total of these routine
requirements. The increase in net cash provided by operating activities during
the first six months of 1996, as compared to the same period in 1995, was
primarily due to higher net income and the timing of both cash receipts and
expenditures. The Company expects its outstanding borrowings to increase during
the upcoming months of 1996 as cash generated from operations will be less than
the requirements for routine capital expenditures and cash dividends due to
lower levels of heating-generated revenues and seasonally higher capital
expenditures resulting from favorable drilling and construction weather.
The Company's capital expenditures for the first six months of 1996 were $41.5
million, compared to $44.2 million for the same period in 1995. Capital
expenditures in the first half of 1995 included $8.5 million to purchase oil and
gas producing properties in the Gulf Coast area. There have been no significant
acquisitions of producing oil and gas properties in the first six months of
1996. However, the Company currently expects producing property acquisitions to
account for a larger percentage of capital spending in the last half of 1996.
The Company may also increase its capital spending plans for the rest of 1996,
depending on the results of certain producing properties currently being
evaluated for possible acquisition.
- 11 -
<PAGE>
At June 30, 1996, the Company had access to $80.0 million of medium to long-term
capital at current market lending rates through two floating rate credit
facilities. Of this amount, $12.2 million was outstanding at June 30, 1996, all
of which was classified as long-term debt. During the first six months of 1996,
the Company's revolving long-term debt decreased by $10.7 million. The decrease
was primarily a result of increased cash flow generated by both seasonally high
utility revenues and increased prices received for the Company's gas production.
As a result, long-term debt at June 30, 1996, accounted for 50% of the Company's
capitalization, down from 52% at December 31, 1995.
Accounts receivable has declined since December 31, 1995, due primarily to
seasonally lower gas deliveries of the gas distribution segment. The decrease in
income taxes receivable since December 31, 1995, resulted from the receipt of
federal income tax refunds that relate to the carryback of a 1995 tax net
operating loss. Accounts payable has declined since December 31, 1995, due
primarily to seasonally lower gas purchases of the gas distribution segment.
Other changes in current assets and current liabilities between periods resulted
primarily from the timing of expenditures.
The Company had over-recovered $1.7 million of purchased gas costs at June 30,
1996, which will be refunded to its utility customers through automatic cost of
gas adjustment clauses included in its filed rate tariffs. At December 31, 1995,
the Company had over-recovered purchased gas costs in the amount of $7.3
million. These amounts are classified as current liabilities.
- 12 -
<PAGE>
PART II
OTHER INFORMATION
Items 1 - 3
- -----------
No developments required to be reported under Items 1 - 3 occurred during the
quarter ended June 30, 1996.
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
The Company held its Annual Meeting of Shareholders on May 13, 1996, for the
purpose of electing Directors of the Company for the ensuing year and to vote on
a proposal to authorize an increase in the Company's "bonded indebtedness"
(within the meaning of Article 12, Section 8 of the Constitution of the State of
Arkansas). The Directors were elected with the number of shares voted as
follows:
Voted For Withheld
--------- --------
John Paul Hammerschmidt 21,213,547 214,099
Robert L. Howard 21,238,908 188,738
Kenneth R. Mourton 20,978,639 449,007
Charles E. Sanders 21,213,720 213,926
Charles E. Scharlau 21,089,253 338,393
Additionally, the shareholders voted to authorize an increase in the Company's
"bonded indebtedness" up to a total aggregate amount of $400,000,000, including
$187,929,000 of bonded indebtedness outstanding as of March 14, 1996, and
containing such other terms, provisions, and conditions as the Board of
Directors shall approve. Holders of 17,120,232 shares voted for the amendment,
679,963 shares voted against the amendment, 459,471 shares abstained from
voting, and there were 3,167,980 broker nonvotes.
Items 5 - 6(a)
- --------------
No developments required to be reported under Items 5 - 6(a) occurred during the
quarter ended June 30, 1996.
Item 6(b) Reports on Form 8-K
- -----------------------------
On July 2, 1996, the Company filed a current report on Form 8-K regarding
litigation filed against the Company by certain mineral royalty owners.
- 13 -
<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.
SOUTHWESTERN ENERGY COMPANY
Registrant
DATE: August 13, 1996 /s/ GREGORY D. KERLEY
--------------------- --------------------------------
Gregory D. Kerley
Vice President - Treasurer and Secretary,
and Chief Accounting Officer
- 14 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 980
<SECURITIES> 0
<RECEIVABLES> 19,653
<ALLOWANCES> 0
<INVENTORY> 15,539
<CURRENT-ASSETS> 38,298
<PP&E> 804,190
<DEPRECIATION> (298,999)
<TOTAL-ASSETS> 562,769
<CURRENT-LIABILITIES> 35,540
<BONDS> 197,057
0
0
<COMMON> 2,774
<OTHER-SE> 200,950
<TOTAL-LIABILITY-AND-EQUITY> 562,769
<SALES> 94,787
<TOTAL-REVENUES> 98,166
<CGS> 0
<TOTAL-COSTS> 70,575
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 6,005
<INCOME-PRETAX> 19,715
<INCOME-TAX> 7,590
<INCOME-CONTINUING> 12,125
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,125
<EPS-PRIMARY> .49
<EPS-DILUTED> 0
<PAGE>
</TABLE>
