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 December 31, 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 0-15105
SCOTT & STRINGFELLOW FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Virginia 54-1315256
State or other jurisdiction of I.R.S. Employer Identification No.
incorporation or organization
909 East Main Street Richmond, Virginia 23219
(Address of principal executive offices) (zip code)
(804) 643-1811
(Registrant's telephone number, including area code)
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 ....
On February 8, 1995, there were 2,097,406 shares of Scott & Stringfellow
Financial, Inc. Common stock, par value $.10, issued and outstanding.
SCOTT & STRINGFELLOW FINANCIAL, INC.
INDEX
Page Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition -
December 31, 1994 (unaudited) and June 24, 1994 3
Consolidated Statements of Income (unaudited) -
Three months ended December 31, 1994 and December 31, 1993 4
Consolidated Statements of Income (unaudited) -
Six months ended December 31, 1994 and December 31, 1993 5
Consolidated Statements of Cash Flows (unaudited) -
Six months ended December 31, 1994 and December 31, 1993 6
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 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults upon Senior Securities 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
EXHIBITS
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SCOTT & STRINGFELLOW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
December 31, June 24,
1994 1994
ASSETS
Cash and cash equivalents $ 4,540,340 $ 2,410,867
Cash segregated under Federal regulations 5,722 13,799
Receivable from brokers, dealers and
clearing organizations 2,134,853 1,464,134
Receivable from customers 64,027,468 59,700,274
Trading and investment securities 14,448,037 8,419,387
Exchange memberships, at adjusted cost 838,100 838,100
Equipment and leasehold improvements,
less depreciation and amortization 2,153,376 2,160,740
Deferred income taxes 147,429 126,429
Other assets 5,575,892 5,568,576
Total Assets $ 93,871,217 $ 80,702,306
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable $ 2,477,069 $ 6,863,048
Short term bank loans 14,500,000 2,100,000
Payable to brokers, dealers and clearing
organizations 1,561,907 2,837,382
Payable to customers 44,187,066 38,185,561
Securities sold under agreements to
repurchase 0 21,250
Securities sold, not yet purchased,
at market value 648,552 559,032
Accounts payable, accrued compensation
and other liabilities 5,902,907 6,113,846
Total Liabilities 69,277,501 56,680,119
Stockholders' Equity
Common stock, $0.10 par value; Authorized
10,000,000 shares; Issued and outstanding
2,098,534 and 2,102,896 shares 209,854 210,290
Additional paid-in capital 9,770,357 9,671,859
Retained earnings 14,613,505 14,140,038
Total Stockholders' Equity 24,593,716 24,022,187
Total Liabilities and Stockholders' Equity $ 93,871,217 $ 80,702,306
See notes to consolidated financial statements.
SCOTT & STRINGFELLOW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended December 31, 1994 and December 31, 1993
(Unaudited)
December 31, December 31,
1994 1993
REVENUES
Commissions $ 6,474,740 $ 7,114,580
Principal transactions 2,733,341 2,047,920
Investment banking 1,751,490 2,904,422
Interest and dividends 1,385,876 1,044,339
Advisory and administrative service fees 672,937 624,123
Other income 41,231 59,298
Total Revenues 13,059,615 13,794,682
EXPENSES
Compensation and benefits 8,183,002 8,786,948
Communications 712,921 594,537
Occupancy and equipment 594,867 512,302
Postage, stationery and supplies 419,889 411,263
Advertising and sales promotion 497,110 426,552
Brokerage, clearing and exchange fees 258,383 262,208
Data processing 228,272 202,011
Interest 418,289 223,962
Other operating expenses 955,616 946,374
Total Expenses 12,268,349 12,366,157
Income before income taxes 791,266 1,428,525
Income taxes 282,000 513,000
NET INCOME $ 509,266 $ 915,525
Earnings per share $0.24 $0.43
Dividends declared per share $0.10 $0.092
Weighted average common shares and
common stock equivalents outstanding 2,101,253 2,113,920
See notes to consolidated financial statements.
SCOTT & STRINGFELLOW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
For the Six Months Ended December 31, 1994 and December 31, 1993
(Unaudited)
December 31, December 31,
1994 1993
REVENUES
Commissions $ 12,995,570 $ 13,808,615
Principal transactions 5,589,487 4,180,949
Investment banking 3,123,935 5,959,720
Interest and dividends 2,687,586 1,980,665
Advisory and administrative service fees 1,317,743 1,186,519
Other income 113,042 121,204
Total Revenues 25,827,363 27,237,672
EXPENSES
Compensation and benefits 16,303,444 17,383,888
Communications 1,452,989 1,233,322
Occupancy and equipment 1,147,216 1,018,374
Postage, stationery and supplies 824,758 765,090
Advertising and sales promotion 841,773 768,074
Brokerage, clearing and exchange fees 498,843 525,468
Data processing 444,548 402,899
Interest 778,094 437,746
Other operating expenses 1,818,969 1,686,686
Total Expenses 24,110,634 24,221,547
Income before income taxes 1,716,729 3,016,125
Income taxes 618,000 1,105,000
NET INCOME $ 1,098,729 $ 1,911,125
Earnings per share $0.52 $0.90
Dividends declared per share $0.20 $0.167
Weighted average common shares and
common stock equivalents outstanding 2,101,732 2,120,257
See notes to consolidated financial statements.
SCOTT & STRINGFELLOW FINANCIAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Six Months Ended December 31, 1994 and December 31, 1993
(Unaudited)
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 1,098,729 $ 1,911,125
Adjustments to reconcile net income to net cash
provided by (used for) operating activities:
Depreciation and amortization 319,041 296,056
Deferred income taxes -21,000 -63,000
Write down of exchange memberships 0 9,950
Allowance for (recovery of) doubtful accounts 63,905 163,034
Changes in assets and liabilities:
Cash segregated under Federal regulations 8,077 3,239,474
Receivable from brokers, dealers and clearing organizations -670,719 -1,901,035
Receivable from customers -4,402,194 -3,543,572
Trading securities -5,961,862 -558,558
Other assets -435,918 980,066
Payable to brokers, dealers and clearing organizations -1,275,475 -591,441
Payable to customers 6,001,505 5,849,320
Securities sold, but not yet purchased 89,520 99,684
Accounts payable, accrued compensation
and other liabilities -228,027 1,476,737
Net cash provided by (used for) operating activities -5,414,418 7,367,840
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in drafts payable -4,385,979 2,302,775
Net change in short term bank loans 12,400,000 -7,200,000
Net change in securities sold under agreements to repurchase -21,250 363
Cash dividends -402,005 -939,413
Purchase and retirement of common stock -344,691 -600,750
Issuance of common stock 236,584 264,531
Net cash provided by (used for) financing activities 7,482,659 -6,172,494
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of not readily marketable securities 45,523 0
Purchases of not readily marketable securities -112,310 -17,461
Purchases of equipment and leasehold improvements -307,008 -275,907
Proceeds from disposition of investment real estate 804,638 0
Proceeds from disposition of equipment 2,170 7,500
Increase in loans receivable -576,516 -271,622
Repayment of loans receivable 204,735 77,998
Net cash provided by (used for) investing activities 61,232 -479,492
Net increase (decrease) in cash and cash equivalents 2,129,473 715,854
Cash and cash equivalents at beginning of period 2,410,867 3,557,831
Cash and cash equivalents at end of period $ 4,540,340 $ 4,273,685
Cash paid during the period for interest $ 791,488 $ 410,696
Cash paid during the period for income taxes $ 483,206 $ 1,090,833
See notes to consolidated financial statements.
</TABLE>
<PAGE>
SCOTT & STRINGFELLOW FINANCIAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
December 31,1994
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements include the accounts of
Scott & Stringfellow Financial, Inc. and its subsidiaries (collectively
the "Company"), Scott & Stringfellow, Inc. ("S&S"), Scott & Stringfellow
Capital Management, Inc. ("SSCM"), and Scott & Stringfellow Realty, Inc.
S&S, the Company's principal subsidiary, is a broker-dealer registered
under the Securities Exchange Act of 1934. SSCM is an investment advisor
registered under the Investment Advisors Act of 1940.
These interim consolidated financial statements are unaudited; however,
such information reflects all normal recurring adjustments which, in the
opinion of management, are necessary for a fair presentation of the
results for the period in accordance with generally accepted accounting
principles. The nature of the Company's business is such that the results
of any interim period are not necessarily indicative of the results which
might be expected for the full fiscal year. The notes included herein
should be read in conjunction with the notes to the consolidated financial
statements included in the Company's annual audited report for the fiscal
year ended June 24, 1994.
2. NET CAPITAL REQUIREMENTS
As a registered broker-dealer and a member of the New York Stock Exchange
("NYSE"), the Company's wholly-owned subsidiary, S&S, is subject to the
Securities and Exchange Commission's Uniform Net Capital Rule (Rule
15c3-1). S&S has elected to utilize the alternative method of the Rule,
which prohibits a broker-dealer from engaging in any transactions which
would cause its "net capital" to be less than 2% of its "aggregate debit
balances" arising from customer transactions, as those terms are defined
in the Rule. The NYSE may also impose restrictions on S&S's business if
its net capital falls below 5% of aggregate debit balances. At December
31, 1994 S&S's net capital of $16,184,023 was 25% of its aggregate debit
balances and was $14,899,273 in excess of its minimum regulatory
requirement.
3. COMMON STOCK
During the quarter ended December 31, 1994, the Company issued 1,968
shares of common stock pursuant to the exercise of employee stock options
for net proceeds of $14,650. The Company also issued 8,675 shares of
common stock to the Employee Stock Purchase Plan for net proceeds of
$83,876. The Company repurchases its common shares in the open market
under a plan approved by the Board of Directors. In the three months
ended December 31, 1994, a total of 1,968 shares were repurchased at a
cost of $21,648 or $11.00 per share. At December 31, 1994 the company
had remaining authority to repurchase 133,000 shares. All per share items
for the current and comparative prior periods have been adjusted to
reflect the effect of a 6:5 stock split which was distributed as a 20%
stock dividend to shareholders on August 26, 1994.
4. LEGAL PROCEEDINGS
The Company and its subsidiaries are from time to time named as defendants
in legal actions incidental to its securities brokerage and investment
banking activities. Management believes that all pending claims and
lawsuits of which it has knowledge will be resolved with no material
adverse effect on the overall financial condition of the company, although
the resolution of such matters might have a material adverse impact on the
operating results for a given quarterly accounting period.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Company's primary subsidiary, S&S, conducts a full-service, securities
brokerage and investment banking business through 25 branch offices located
in Virginia, North Carolina and West Virginia. Its primary business is
retail securities brokerage with an emphasis on equity securities, municipal
bonds and mutual funds. Other significant activities and services include
institutional securities brokerage, management of and participation in the
underwriting of corporate and municipal securities, investment management
services through SSCM, corporate and municipal financial advisory services,
trading of fixed income and equity securities, primary investment research
and money market cash management services.
The Company's profitability, to a large degree, is sensitive to the volume of
trading in securities and the volatility and general level of securities
market prices. Approximately 78% of the Company's total revenue is generated
by commissions and sales credits, or mark-ups, on securities transactions.
While the Company places emphasis on controlling fixed costs and building
non-sales revenue, many of its activities have high operating costs which do
not decrease proportionately with reduced levels of activity and may even
increase during such period. Sustained periods of reduced transaction
volume, or loss of clients, would have adverse effects upon profitability.
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1994
Net income for the three months ended December 31, 1994 was $509,266,
representing a decrease of 44% from $915,525 reported for the same period
last year. Earnings per share also decreased by 44% to $.24 from $0.43.
Total revenues declined by $735,067 or 5% from the prior period while total
expenses declined by only $97,808 or 1%.
The decline in total revenues was primarily attributable to a decline of
$1,152,932 in revenues from investment banking as the level of equity and
municipal bond underwritings compared unfavorably to the relatively high
level seen during the second quarter of fiscal 1993. A $639,840 decline in
commissions revenues from the sale of stocks, bonds, mutual funds and other
products on an agency basis was offset by an increase of $685,421 in revenue
from principal transactions. Higher sales credits from stocks and municipal
bonds sold on a principal basis more than offset trading losses which were
approximately $260,000 higher than last year. Interest and dividend revenues
increased by 33% to $1,385,876 reflecting a 21% increase in customer
receivable balances and higher market interest rates compared to the prior
fiscal period.
The Company's largest expense item, compensation, declined by $603,946 or 7%
reflecting primarily lower levels of commission and other incentive
compensation associated with the decline in revenues. In addition, certain
accruals of discretionary compensation in the year-earlier quarter were
proportionately higher relative to revenues than during the quarter ended
December 31, 1994 because of compensation arrangements based upon calendar
year revenues and profitability, which were higher in calendar year 1993 as
compared to calendar year 1994. While revenues and compensation expense
declined significantly, certain categories of operating expense increased
from the year-earlier quarter. Notably, communications expense increased by
20% from $594,537 to $712,921 due to increases in quotation machine and long
distance telephone expenses, both of which are a result of a larger number of
Investment Brokers employed in 1994 versus 1993. Occupancy and equipment
increased by $82,565 or 16% due in part to higher rent expense for the
Company's headquarter and branch offices. Overall, non-compensation
operating expenses increased by $311,811 or 9%.
Interest expense increased by 87% from $223,962 to $418,289, reflecting both
higher average borrowing levels used to finance higher customer receivable
balances and higher interest rates as compared to the prior period.
SIX MONTHS ENDED DECEMBER 31, 1994
Net income for the six months ended December 31, 1994 was $1,098,729, a 43%
decrease from $1,911,125 reported for the first six months of fiscal 1994 as
the Company's earnings continue to trail last year's exceptionally strong
results. Earnings per share declined by 42% to $0.52 from $0.90. Total
revenues declined by 5% to $25,827,363 from $27,237,672 while total expenses
declined by only 1%, reflecting the fact that many of the Company's costs are
fixed in nature over the
short term and do not decrease proportionately with reduced levels of
activity.
The decline in total revenues of for the six month period ended December 31,
1994 was due to a sharp decline in investment banking revenues of $2,835,785
or 48%. This decrease was attributable to a much lower level of equity and
municipal bond underwritings as compared to the very strong first half of
fiscal 1994. The decline in investment banking revenues was partially offset
by a net increase in other revenue categories of $1,425,476. In particular,
increased sales credits resulted in an increase of $1,408,538 or 34% in
revenue from principal transactions as compared to the first six months of
fiscal 1994. Commissions on agency transactions declined by 6% to
$12,995,570. Interest and dividends increased by 36% reflecting both
higher average balances on customer margin accounts and higher interest
rates.
Total operating expenses declined by $110,913 or 1% for the six month period.
A decline in compensation and benefits expense of 6% was associated with
declines in performance-based compensation due to the reduced levels of
overall revenue and profitability. However, non-compensation operating
expenses increased by 10% or $629,183 for the six month period. Despite the
decline in revenues, the Company has continued to grow in terms of number of
employees. The Company's total employee count at December 31, 1994 of 474
represented a 12% increase from December 31, 1993. It is important to note
that over 50% of this increase represented the net hiring of additional
Investment Brokers, which increased the ratio of Investment Brokers to
support personnel. While providing the opportunity for future revenue growth
as market conditions develop, in the short term this higher employee count is
reflected in increases in operating expense categories such as
communications, occupancy and equipment, postage, stationery and supplies
and other operating expenses.
Interest expense increased by 78% from $437,746 to $778,094, reflecting
higher average borrowing levels used to finance higher customer receivable
balances as well as higher interest rates as compared to the prior period.
LIQUIDITY AND CAPITAL RESOURCES
As set forth in the Consolidated Statement of Cash Flows contained in this
report, the Company's primary sources of cash flow are the net cash provided
from the earnings of the Company and from increases in the amounts payable to
customers and other short-term indebtedness incurred in the normal course of
the Company's securities brokerage business.
For the six month period ended December 31, 1994, net cash from operations
before changes in operating assets and liabilities was $1,460,675. The
largest uses of cash in operating activities were increases of $5,961,862 in
the Company's trading securities inventory and $4,402,194 in customer
receivables reflecting a higher level of margin interest borrowings by the
Company's customers. The largest provider of cash was an increase of
$6,001,505 in customer credit balances. The net change in all other
operating asset and liability accounts used cash of $2,512,542, resulting in
net cash used by operating activities of $5,414,418. Because of the nature
of the Company's business, the changes in operating asset and liability
account balances relative to net income for any particular accounting period
can be quite large and somewhat arbitrary and therefore are not very useful
indicators of long-term trends in the Company's cash flow from operations.
The cash flow used for operations for the six month period was provided
primarily by net cash flow from financing activities of $7,482,659 including
short term bank borrowings of $12,400,000 and issuance of common stock of
$236,584, partially offset by a decline in drafts payable of $4,385,979,
cash dividends paid to shareholders of $402,005 and repurchase of the
Company's common stock of $344,691. Investing activities during the period
provided net cash flow of $61,232 as the disposition of an investment real
estate property provided cash of $804,638 and loan repayments provided
$204,735. The Company used $307,008 to purchase equipment and leasehold
improvements during the period.
At December 31, 1994, approximately 91% of the Company's assets were liquid,
consisting mainly of cash or assets readily convertible into cash. The
Company's largest asset is its receivable from customers, representing
borrowings from the Company by customers to finance the purchase of
securities on margin. Such receivables from customers are substantially
financed by customer credit balances (excess funds kept by customers with the
Company), short-term bank borrowings and equity capital. The Company
utilizes short-term bank borrowings under established lines of credit with
several banking institutions. A total of $58,000,000 in approved lines of
credit was available to the Company at December 31, 1994, of which
$14,500,000 was outstanding. The Company had no other debt obligations
outstanding at that date.
The Company is subject to the net capital requirements of the Securities and
Exchange Commission ("SEC") and the New York Stock Exchange which are
designed to measure the general financial soundness and liquidity of
broker-dealers. The
Company has consistently operated well in excess of the minimum requirements.
At December 31, 1994, the Company's net capital of $16,184,023 exceeded the
minimum requirement by $14,899,273. Net capital was comprised entirely of
stockholders' equity less certain regulatory adjustments.
Management believes that funds provided by earnings combined with its
existing liquid capital base and its present lines of credit, are fully
adequate to meet the Company's financing needs for the foreseeable future.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings - None Reportable
Item 2. Changes in Securities - None Reportable
Item 3. Defaults upon Senior Securities - None Reportable
Item 4. Submission of Matters to a Vote of Security Holders - None Reportable
Item 5. Other Information - None Reportable
Item 6: Exhibits and Reports on 8-K
(a) Exhibits
Exhibit 11 - Statement Re: Computation of Per Share Earnings - See
Separate Document
Financial Data Schedule BD - See Separate Document
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter ended December
31, 1994.
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.
SCOTT & STRINGFELLOW FINANCIAL, INC.
(Registrant)
Signatures Date
/S/ William P. Schubmehl February 13, 1995
- - - ------------------------------
William P. Schubmehl
President and Chief Executive Officer
(Principal Executive Officer)
/S/ Steven C. DeLaney February 13, 1995
- - - ------------------------------
Steven C. DeLaney
Treasurer and Chief Financial Officer
(Principal Financial Officer)
EXHIBIT 11
SCOTT & STRINGFELLOW FINANCIAL, INC.
STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the Three Months Ended For the Three Months Ended
December 31, 1994 December 31, 1993
Fully Fully
Primary Diluted Primary Diluted
<S> <C> <C> <C> <C>
Weighted average shares
outstanding:
Common shares 2,089,954 2,089,954 2,104,218 2,104,218
Dilutive shares available
under stock options 11,299 11,299 9,702 9,702
Weighted average common shares
and common stock equivalents
outstanding 2,101,253 2,101,253 2,113,920 2,113,920
Net earnings applicable to
common shares $509,266 $509,266 $915,525 $915,525
Earnings per share $0.24 $0.24 $0.43 $0.43
For the Six Months Ended For the Six Months Ended
December 31, 1994 December 31, 1993
Fully Fully
Primary Diluted Primary Diluted
<S> <C> <C> <C> <C>
Weighted average shares
outstanding:
Common shares 2,090,420 2,090,420 2,110,856 2,110,856
Dilutive shares available
under stock options 11,312 11,312 9,401 9,401
Weighted average common shares
and common stock equivalents
outstanding 2,101,732 2,101,732 2,120,257 2,120,257
Net earnings applicable to
common shares $1,098,729 $1,098,729 $1,911,125 $1,911,125
Earnings per share $0.52 $0.52 $0.90 $0.90
</TABLE>
<TABLE> <S> <C>
<ARTICLE> BD
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> DEC-31-1994
<CASH> 4546062
<RECEIVABLES> 64885421
<SECURITIES-RESALE> 0
<SECURITIES-BORROWED> 1276900
<INSTRUMENTS-OWNED> 14448037
<PP&E> 2153376
<TOTAL-ASSETS> 93871217
<SHORT-TERM> 14500000
<PAYABLES> 51055280
<REPOS-SOLD> 0
<SECURITIES-LOANED> 596600
<INSTRUMENTS-SOLD> 648552
<LONG-TERM> 0
<COMMON> 209854
0
0
<OTHER-SE> 24383862
<TOTAL-LIABILITY-AND-EQUITY> 93871217
<TRADING-REVENUE> 12995570
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<INCOME-PRETAX> 1716729
<INCOME-PRE-EXTRAORDINARY> 1098729
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<EPS-DILUTED> 0.52
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