SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Form 10-Q
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(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1998
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 0-12954
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CADMUS COMMUNICATIONS CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1274108
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
6620 West Broad Street, Suite 240
Richmond, Virginia 23230
(Address of principal executive offices including zip code)
----------------------
Registrant's telephone number, including area code:
(804) 287-5680
----------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of January 31, 1999.
Class Outstanding at January 31, 1999
----- -------------------------------
Common Stock, $.50 Par Value 7,813,251
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<TABLE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
INDEX
<CAPTION>
Page Number
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<S> <C>
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets -- 3
December 31, 1998 (unaudited) and June 30, 1998
Condensed Consolidated Statements of Income (unaudited) -- 4
Three and Six Month Periods Ended December 31, 1998 and 1997
Condensed Consolidated Statements of Cash Flows (unaudited) -- 5
Six Month Period Ended December 31, 1998 and 1997
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial 8
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures about Market Risk 11
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
<CAPTION>
December 31, June 30,
1998 1998
------------- -------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 287 $ --
Accounts receivable, less allowance for doubtful accounts 78,209 70,571
Inventories 30,277 25,610
Deferred income taxes 4,534 3,832
Prepaid expenses and other 3,691 4,107
------------- -------------
Total current assets 116,998 104,120
Property, plant, and equipment (net of accumulated depreciation
of $112,212 at December 31, 1998, and $107,269 at June 30, 1998) 132,658 133,836
Goodwill and other intangibles, net 49,332 48,158
Other assets 4,159 5,638
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TOTAL ASSETS $ 303,147 $ 291,752
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 3,525 $ 2,100
Current maturities of long-term debt 6,090 6,431
Accounts payable 44,785 41,981
Accrued expenses 12,860 18,293
Restructuring reserve 1,385 4,378
------------- -------------
Total current liabilities 68,645 73,183
Long-term debt, less current maturities 102,375 93,224
Other long-term liabilities 10,166 8,867
Deferred income taxes 9,161 6,662
Shareholders' equity:
Common stock ($.50 par value; authorized shares-16,000,000
shares; issued and outstanding shares-7,813,000 at
December 31, 1998, and 7,921,000 at June 30, 1998) 3,907 3,961
Capital in excess of par value 51,708 53,532
Retained earnings 57,185 52,323
------------- -------------
Total shareholders' equity 112,800 109,816
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 303,147 $ 291,752
============= =============
See accompanying Notes to Condensed Consolidated Financial Statements.
3
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
----------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ----------- -----------
Net sales $ 108,811 $ 96,048 $ 208,595 $ 188,410
---------- ---------- ----------- -----------
Operating expenses:
Cost of sales 87,280 74,381 166,399 146,195
Selling and administrative 14,085 14,867 28,148 29,725
---------- ---------- ----------- -----------
101,365 89,248 194,547 175,920
---------- ---------- ----------- -----------
Operating income 7,446 6,800 14,048 12,490
---------- ---------- ----------- -----------
Interest and other expenses:
Interest 2,064 1,861 4,207 3,794
Other, net
307 248 650 640
---------- ---------- ----------- -----------
2,371 2,109 4,857 4,434
---------- ---------- ----------- -----------
Income before income taxes 5,075 4,691 9,191 8,056
Income taxes 1,954 1,772
3,539 3,101
---------- ---------- ----------- -----------
Net income $ 3,121 $ 2,919 $ 5,652 $ 4,955
========= ========= ========== ===========
Earnings per share - basic:
Net income per share $ .40 $ .37 $ .72 $ .63
========= ========= ========== ===========
Weighted-average common shares
Outstanding 7,867 7,835 7,890 7,832
========= ========= ========== ===========
Earnings per share - diluted:
Net income per share $ .39 $ .36 $ .70 $ .61
========= ========= ========== ===========
Weighted-average common shares
Outstanding 8,046 8,135 8,126 8,122
========= ========= ========== ===========
Cash dividends per common share $ .05 $ .05 $ .10 $ .10
========= ========= ========== ===========
See accompanying Notes to Condensed Consolidated Financial Statements.
4
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended
December 31,
-----------------------------
1998 1997
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Operating Activities
Net income $ 5,652 $ 4,955
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 9,711 9,053
Other, net 2,377 2,624
------------ -----------
17,740 16,632
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Changes in assets and liabilities, excluding debt and effects of acquisitions
and dispositions:
Accounts receivable, net (6,842) 5,149
Inventories (3,978) (3,331)
Accounts payable and accrued expenses (2,587) 2,576
Restructure reserve (due to cash payments) (987) (3,207)
Other current assets and liabilities 416 679
Other long-term liabilities (due to pension plan payments) -- (1,148)
Other, net (521) (204)
------------ -----------
(14,499) 514
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Net cash provided by operating activities 3,241 17,146
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Investing Activities
Purchases of property, plant and equipment (7,779) (13,109)
Payments for business acquired (3,484) --
Other, net 742 --
------------ -----------
Net cash used in investing activities (10,521) (13,109)
------------ -----------
Financing Activities
Proceeds from short-term borrowings 1,425 2,015
Proceeds from (repayment of) long term revolving credit facility 12,000 (2,500)
Repayment of long-term borrowings (3,190) (1,851)
Dividends paid (790) (783)
Repurchase and retirement of common stock (3,864) (118)
Issuance of stock 1,986 --
Proceeds from exercise of stock options -- 226
------------ -----------
Net cash provided by (used in) financing activities 7,567 (3,011)
------------ -----------
Increase in cash and cash equivalents 287 1,026
Cash and cash equivalents at beginning of period -- 184
------------ -----------
Cash and cash equivalents at end of period $ 287 $ 1,210
============ ===========
</TABLE>
See accompanying Notes to Condensed Consolidated Financial Statements.
5
<PAGE>
CADMUS COMMUNICATIONS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. The accompanying unaudited condensed consolidated financial statements of
Cadmus Communications Corporation and Subsidiaries have been prepared in
accordance with generally accepted accounting principles for interim
financial reporting, and with applicable quarterly reporting regulations of
the Securities and Exchange Commission. They do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements and, accordingly, should be
read in conjunction with the consolidated financial statements and related
footnotes included in the Company's annual report on Form 10K for the
fiscal year ended June 30, 1998.
In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation of
interim financial information have been included. The results of operations
for the period ended December 31, 1998, are not necessarily indicative of
results for the entire fiscal year.
2. Basic earnings per share is computed on the basis of weighted-average
common shares outstanding from the date of issue. Diluted earnings per
share is computed on the basis of weighted-average common shares
outstanding plus common shares contingently issuable upon exercise of
dilutive stock options. Incremental shares for dilutive stock options,
computed under the treasury stock method, were 179,000 and 300,000 for the
three months ended, and 236,000 and 290,000 for the six months ended
December 31, 1998 and 1997, respectively.
3. In August 1998, the Board of Directors approved an extension to August 31,
1999, of its fiscal 1997 stock repurchase plan. Under the plan, the Company
is authorized to repurchase up to 750,000 shares of its common stock. As of
December 31, 1998, approximately 297,000 shares have been repurchased under
this plan.
4. On April 1, 1998, the Company acquired Germersheim, Inc., an Atlanta-based
national point of purchase marketing service provider for $13.7 million. Of
$11 million in cash payments made during fiscal 1998, $2 million were held
in escrow at June 30, 1998, as contingent consideration only to be released
if specified performance levels are met during each of the next two years.
On August 31, 1998, the Company, the seller and the Escrow Agent amended
certain terms and conditions of the purchase and escrow agreements related
to this acquisition. Pursuant to these amendments, the Company issued, in
the name of the seller, 93,500 shares of the Company's common stock, at an
aggregate market value of $2 million, and delivered these shares to the
Escrow Agent in exchange for the $2 million of cash held in escrow. These
"Escrow Shares" are subject to certain terms and restrictions, as outlined
in the amended purchase and escrow agreements, and are held in escrow as of
December 31, 1998, as contingent consideration, to be released only if
specified performance levels are met during each of the next two years.
7
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5. On October 1, 1998 the Company acquired certain assets of Beacon Press,
Incorporated, a Richmond, Virginia-based commercial printing facility and
subsidiary of Media General, Inc., for $3.5 million. The assets included
four-color and six-color, full-web, Hantscho printing presses, as well as
electronic prepress and bindery equipment, certain receivables, and
inventory.
6. Components of inventories at December 31, 1998 and June 30, 1998 were as
follows (in thousands): December 31, June 30,
1998 1998
------------- ------------
Raw materials and supplies $ 7,318 $ 4,841
Work in process:
Materials 7,695 6,567
Other manufacturing costs 12,316 11,331
Finished Goods 2,948 2,871
============= ============
Inventories $ 30,277 $ 25,610
============= ============
8
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<TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Cadmus Communications Corporation provides customers with integrated, end-to-end
information and communications solutions that involve a full range of creative,
production and distribution services. The Company is organized around two
business sectors: Professional Communications, serving customers who publish
information, and Marketing Communications, serving customers who convey
marketing messages. Headquartered in Richmond, Virginia, Cadmus is the 25th
largest graphic communications company in North America.
ORGANIZATIONAL STRUCTURE
The Company's current organizational structure was effected during fiscal 1997
when it announced a major restructuring plan. The plan enabled Cadmus to exit or
reshape those businesses that were not performing or were not core to its
strategy, and to create a more efficient and cost effective organizational
structure. In conjunction with the restructuring, the Company reorganized its
organizational and operational structure to form Cadmus Professional
Communications and Cadmus Marketing Communications. The Company's previous
organizational structure consisted of the Periodicals, Graphic Communications,
Marketing, and Publishing groups.
Cadmus Professional Communications provides a full range of composition,
editorial, production, distribution, and related services for publishers of
scientific, technical and medical journals, magazines, association publications
and commercial publications. Cadmus Marketing Communications provides commercial
printing, graphic solutions, print and broadcast advertising, direct marketing,
catalog and collateral design, custom publication development, financial
communication, point of purchase, specialty packaging, promotional printing,
software duplication and distribution, and interactive services to customers who
convey marketing messages.
RESULTS OF OPERATIONS
The following table presents the major components from the Condensed
Consolidated Statements of Income as a percent of net sales for the three and
six month periods ended December 31, 1998 and 1997:
<CAPTION>
Three Months Ended Six Months Ended
December 31, December 31,
1998 1997 1998 1997
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales 100.0% 100.0 % 100.0% 100.0%
Cost of sales 80.2 77.4 79.8 77.6
----- ----- ----- -----
Gross profit 19.8 22.6 20.2 22.4
Selling and administrative expenses 12.9 15.5 13.5 15.8
----- ----- ----- -----
Operating income 6.9 7.1 6.7 6.6
Interest expense 1.9 1.9 2.0 2.0
Other expenses, net 0.3 0.3 0.3 0.3
----- ----- ----- -----
Income before income taxes 4.7 4.9 4.4 4.3
Income taxes 1.8 1.9 1.7 1.7
----- ----- ----- -----
Net income 2.9% 3.0% 2.7% 2.6%
===== ===== ===== =====
</TABLE>
9
<PAGE>
RESULTS OF OPERATIONS (continued)
Sales
Sales for the second quarter of fiscal 1999 were $108.8 million, a 13% increase
from sales of $96.0 million in the second quarter of fiscal 1998. Sales for the
first six months of fiscal 1999 increased 11% to $208.6 million. The increase
for the three and six-month periods was driven primarily by double digit sales
growth from the Graphic Solutions and Packaging & Promotional Printing
businesses, higher research journal sales, and the inclusion of Germersheim
Point of Purchase operations. Adjusted for the acquisition of Germersheim, Inc.,
sales growth was 5% for the quarter and six-month periods ended December 31,
1998.
Sales for the Marketing Communications sector rose 25% and 22% for the second
quarter and first six months of fiscal 1999, respectively. The Packaging &
Promotional group, including the Technology Solutions division, recorded a sales
increase of 44% for the second quarter of fiscal 1999 and a 29% increase in
sales year to date over the prior year. These increases were attributable to the
addition of new clients, and increased work from existing clients, made possible
by increased manufacturing and sales capacity. In the Graphic Solutions group,
the addition of new clients, growth from existing clients, and the impact of the
Company's acquisition of certain of the assets of Beacon Press contributed to
sales increases of 37% for the second quarter and 26% for the first six months
of fiscal 1999 compared to the prior year. The Point of Purchase business
reported sales increases of 142% and 120% for the second quarter and first six
months of fiscal 1999, respectively, as a result of the inclusion of the
Germersheim sales as well as internal sales growth. Sales for the Financial
Communications group declined during the second quarter and year to date over
the comparable prior year periods, primarily due to lower financial
transactional volume as a result of soft capital markets activity. Adjusting for
the acquisition of Germersheim, overall sales for the Marketing Communications
sector increased by 9% for the second quarter and year to date periods of fiscal
1999.
In the Professional Communications sector, sales rose 3% and 2% for the second
quarter and first six months of fiscal 1999, respectively. This increase in
sales primarily was attributable to internal sales growth in research journals.
Magazine sales essentially were flat compared to the prior year.
Operating Expenses
Cost of sales increased to 80.2% and 79.8% of net sales for the second quarter
and first six months of fiscal 1999, respectively, compared to 77.4% and 77.6%
for the same periods of fiscal 1998. The increase primarily was attributable to
two factors: (i) the negative impact of lower financial transactional volume
this year because of soft capital markets activity, and (ii) higher costs and
certain production inefficiencies associated with the integration of Germersheim
into the Point of Purchase operations. Partially offsetting these factors was
continued gross margin improvement in the Professional Communications sector
resulting from restructuring-related savings and continued manufacturing
productivity improvements, as well as gross margin improvement in CadmusCom due
to an improved business mix and lower operating costs.
Selling and administrative expenses, as a percentage of net sales, declined to
12.9% and 13.5% in the second quarter and first six months of fiscal 1999,
respectively, from 15.5% and 15.8% for the same periods of fiscal 1998. This
improvement was largely attributable to better leverage from the steady top-line
sales growth, lower selling costs in the Financial Communications group, and
lower selling and administrative expenses in the Point of Purchase business
resulting from integration of Germersheim. In addition, incentive compensation
10
<PAGE>
and discretionary benefits were lower, reflecting lower than planned
profitability during the first six months of fiscal 1999. These lower
compensation and benefit costs also led to reduced selling and administrative
expenses.
Operating income rose 10% in the second quarter to $7.4 million and 12% in the
first six months to $14.0 million of fiscal 1999 compared to the same periods of
fiscal 1998.
Interest and Other Expenses and Income Taxes
Interest expense increased $0.2 million and $0.4 million for the second quarter
and first six months of fiscal 1999 over the same periods last year. The
increase in interest expense is due to higher debt levels resulting primarily
from recent acquisitions and additional working capital requirements for the
first six months of fiscal 1999. Total debt as of the end of the second quarter
of fiscal 1999 was $112.0 million compared to $93.8 million at the end of the
prior year second quarter.
The effective income tax rate remained unchanged at 38.5% for the second quarter
and first six months of fiscal 1999 and fiscal 1998.
LIQUIDITY AND CAPITAL RESOURCES
Management believes that the Company has the financial resources and access to
capital necessary to fund internal growth and acquisitions. The Company's major
demands on capital are investments in property, plant and equipment, working
capital, and acquisitions.
Net cash provided by operating activities totaled $3.2 million for the first six
months of fiscal 1999, as compared to $17.1 million in the prior year,
representing a $13.9 million reduction in cash provided by operating activities.
This change was brought about primarily from increases in working capital
demands in the first half of fiscal 1999 which included i) seasonal increases in
receivables due to higher revenues over the prior quarter and pre-billings to
customers, ii) seasonal increases to work in process and paper inventory levels,
iii) final payments on certain production equipment purchased in late fiscal
1998, and iv) payment of fiscal year 1998 sales and management incentives. The
decrease in cash provided by operating activities as compared to the prior year
was partially offset by a reduction in cash outflows related to the Company's
restructure plans announced in the fourth quarters of fiscal years 1998 and
1997, and by a decrease in the required cash contribution to fund the Company's
pension plan.
Net cash used in investing activities totaled $10.5 million for the first six
months of fiscal 1999, and included $3.5 million of cash paid for the purchase
of the assets of Beacon Press, Incorporated. Capital expenditures primarily
consisted of investments in new presses and new business and manufacturing
systems.
Net cash provided by financing activities was $7.6 million for the first six
months of fiscal 1999 compared to $3.0 million used in financing activities in
the same period of the prior year. The Company increased borrowings by $10.2
million in the first six months of fiscal 1999 primarily to fund the working
capital requirements and acquisition described above. Additional uses of funds
include the repurchase of 201,500 shares of the Company's common stock for $3.9
million, and dividend payments of $.8 million.
Total debt at December 31, 1998, was $112.0 million, up from $101.8 million at
June 30, 1998 primarily due to seasonal working capital requirements described
11
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above. As a result of the increased debt level, the Company's debt to total
capital ratio increased to 49.8% at December 31, 1998, from 48.1% at June 30,
1998.
YEAR 2000 ISSUE
Information on the Year 2000 Issue as it relates to the Company is presented
under the caption "Management's Discussion and Analysis" in the Company's 1998
Annual Report to Shareholders and incorporated by reference into the Company's
Form 10-K for the fiscal year ended June 30, 1998. As of December 31, 1998,
there were no material changes in Year 2000 risks, plans and costs as described
in the 1998 Annual Report to Shareholders.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes to the information concerning the Company's
"Quantitative and Qualitative Disclosures about Market Risk" as previously
reported in the Company's Report on Form 10-K for the year ended June 30, 1998.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) At the 1998 Annual Meeting of Shareholders of the Company ("Annual
Meeting") held on November 12, 1998, 6,842,390 shares of the Company's
outstanding common stock were present in person or by proxy and entitled to
vote.
(b) At the Annual Meeting, the following matters were voted upon and received
the vote set forth below:
(1) Election of Directors. Each nominee for director was elected, having
received the following vote:
Nominee For Abstain
---------------- --- -------
John C. Purnell, Jr. 6,834,643 7,747
Russell M. Robinson, II 6,834,525 7,865
John W. Rosenblum 6,831,977 10,413
David G. Wilson, Jr. 6,824,230 18,160
Directors who will serve until the 1999 Annual Meeting include Jeanne M.
Liedtka, John D. Munford, II, Jerry I. Reitman and Wallace Stettinius.
Directors who will serve until the 2000 Annual Meeting include Frank
Daniels, C. Stephenson Gillispie, Jr., Bruce A. Walker and G. Waddy
Garrett.
12
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(2) Approval of Proposed Amendment to the 1990 Long Term Incentive Stock
Plan.
The amendment was approved, having received the following vote:
For: 6,379,856
Against: 436,204
Abstain: 26,330
Broker Non-vote: ---
(3) Ratification of designation of Arthur Andersen LLP as independent public
accountants for current fiscal year. Designation of the auditors was
ratified, having received the following vote:
For: 6,828,569
Against: 3,264
Abstain: 10,557
Broker Non-vote: ---
Item 6. Exhibits and Reports on Form 8-K.
a) Exhibits:
Exhibit 27 Financial Data Schedule
b) Reports on Form 8-K:
On October 22, 1998, the Company filed a Form 8-K, which included the
press release dated October 22, 1998 regarding fiscal 1999 first quarter
financial results, as well as a copy of the prepared remarks made on a
conference call to analysts on the same date.
On November 25, 1998, the Company filed a Form 8-K, which included the
prepared remarks of the Company given by C. Stephenson Gillispie, Jr.,
Chairman, President and Chief Executive Officer, at the Company's 1998
Annual Meeting of Shareholders.
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.
CADMUS COMMUNICATIONS CORPORATION
Date: February 12, 1999
/s/ C. Stephenson Gillispie, Jr.
--------------------------------
C. Stephenson Gillispie, Jr.
Chairman, President, and Chief
Executive Officer
Date: February 12, 1999
/s/ Bruce V. Thomas
--------------------------------
Bruce V. Thomas
Senior Vice President and Chief
Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Cadmus
Communications Corporation's Consolidated Balance Sheets and Consolidated
Statements of Income and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-END> DEC-31-1999
<CASH> 287
<SECURITIES> 0
<RECEIVABLES> 80,201
<ALLOWANCES> 1,992
<INVENTORY> 30,277
<CURRENT-ASSETS> 116,998
<PP&E> 244,870
<DEPRECIATION> 112,212
<TOTAL-ASSETS> 303,147
<CURRENT-LIABILITIES> 68,645
<BONDS> 102,375
3,907
0
<COMMON> 0
<OTHER-SE> 108,893
<TOTAL-LIABILITY-AND-EQUITY> 303,147
<SALES> 208,595
<TOTAL-REVENUES> 208,595
<CGS> 166,399
<TOTAL-COSTS> 194,547
<OTHER-EXPENSES> 650
<LOSS-PROVISION> 352
<INTEREST-EXPENSE> 4,207
<INCOME-PRETAX> 9,191
<INCOME-TAX> 3,539
<INCOME-CONTINUING> 5,652
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,652
<EPS-PRIMARY> .72
<EPS-DILUTED> .70
</TABLE>
