<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
Commission File Number 0-19294
REHABCARE GROUP, INC.
(Exact name of Registrant as specified in its charter)
Delaware 51-0265872
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
7733 Forsyth Boulevard, Suite 1700, St. Louis, MO 63105
(Address of principal executive offices and Zip Code)
314-863-7422
(Registrant's telephone number, including area code)
Indicate by check mark 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 the Registrant's common stock, as
of the latest practicable date.
Class Outstanding at August 12, 1997
- -------------------------------------- ------------------------------
Common Stock, par value $.01 per share 3,826,180
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<PAGE> 2
REHABCARE GROUP, INC.
Index
Part I. - Financial Information
Item 1. - Condensed Consolidated Financial Statements
Condensed consolidated balance sheets,
June 30, 1997 (unaudited) and December 31, 1996 3
Condensed consolidated statements of earnings for the three
months and six months ended June 30, 1997 and 1996 (unaudited) 4
Condensed consolidated statements of cash flows for the
six months ended June 30, 1997 and 1996 (unaudited) 5
Notes to condensed consolidated financial statements (unaudited) 6
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Part II. - Other Information
Item 1. - Legal Proceedings 11
Item 6. - Exhibits and Reports on Form 8-K 11
Signatures 12
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<PAGE> 3
PART 1. - FINANCIAL INFORMATION
Item 1. - Condensed Consolidated Financial Statements
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Balance Sheets
(Dollar amounts in thousands)
<CAPTION>
June 30, December 31,
1997 1996
(unaudited)
<S> <C> <C>
Assets:
Current assets:
Cash and cash equivalents $ 1,998 $ 772
Marketable securities 4,317 6,666
Accounts receivable, net of allowance for
doubtful accounts of $1,658 and $1,386,
respectively 22,392 15,546
Deferred tax assets 1,811 921
Prepaid expenses and other current assets 754 525
------ ------
Total current assets 31,272 24,430
------ ------
Marketable securities, noncurrent 1,692 1,310
------ ------
Equipment and leasehold improvements, net 3,095 2,935
------ ------
Other assets:
Excess of cost over net assets acquired, net 53,680 47,119
Deferred contract costs, net 1,030 1,302
Pre-opening costs, net 2,591 2,295
Deferred tax assets 253 424
Other 957 987
------ ------
Total other assets 58,511 52,127
------ ------
$ 94,570 $ 80,802
====== ======
Liabilities and Stockholders' Equity:
Current liabilities:
Revolving credit facility $ 1,500 $ 500
Current portion of long-term debt 3,250 2,967
Current portion of notes payable, related parties 765 --
Accounts payable 2,165 1,083
Accrued salaries and wages 8,713 6,969
Accrued expenses 3,236 2,026
Income taxes payable 2,552 1,631
------ ------
Total current liabilities 22,181 15,176
------ ------
Deferred compensation 2,374 1,956
------ ------
Long-term debt, less current portion 30,000 8,000
------ ------
Notes payable, related parties, less current portion 7,357 6,000
------ ------
Stockholders' equity:
Common stock, $.01 par value; authorized 20,000,000
shares, issued 4,768,127 shares and 4,693,362
shares, respectively 48 47
Additional paid-in capital 23,658 22,816
Retained earnings 30,009 24,577
Less common stock held in treasury at cost,
943,635 shares as of June 30, 1997 (21,828) --
Unrealized gain on marketable securities,
net of tax 771 2,230
------ ------
Total stockholders' equity 32,658 49,670
------ ------
$ 94,570 $ 80,802
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 4
<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Earnings
(Amounts in thousands, except per share data)
(Unaudited)
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Operating revenues $39,496 $ 30,167 $75,901 $55,725
Costs and expenses:
Operating expenses 27,272 21,736 52,468 40,036
General and administrative 6,833 5,068 12,854 8,469
Depreciation and amortization 927 811 1,805 1,486
------ ------ ------ ------
Total costs and expenses 35,032 27,615 67,127 49,991
------ ------ ------ ------
Operating earnings 4,464 2,552 8,774 5,734
Interest income 58 55 93 197
Interest expense (781) (372) (1,231) (613)
Other income -- -- -- 19
Gain on sale of investment -- -- 1,448 --
------ ----- ------ ------
Earnings before income taxes 3,741 2,235 9,084 5,337
Income taxes 1,576 905 3,652 2,155
------ ------ ------ ------
Net earnings $ 2,165 $ 1,330 $ 5,432 $ 3,182
====== ====== ====== ======
Net earnings per common and common equivalent share:
Primary $ .49 $ .27 $ 1.15 $ .66
====== ====== ====== ======
Assuming full dilution $ .46 $ .27 $ 1.07 $ .63
====== ====== ====== ======
Weighted average number of common and common equivalent shares outstanding:
Primary 4,450 4,870 4,722 4,852
===== ===== ===== =====
Assuming full dilution 4,834 5,179 5,201 5,144
===== ===== ===== =====
See notes to condensed consolidated financial statements.
</TABLE>
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<TABLE>
REHABCARE GROUP, INC.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
<CAPTION>
Six Months Ended June 30,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 5,432 $ 3,182
------ ------
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 1,805 1,486
Provision for losses on accounts receivable 211 288
Deferred compensation 418 398
Increase in accounts receivable (5,494) (1,795)
Decrease (increase) in prepaid expenses and
other current assets (212) 365
Decrease in other assets 57 144
Increase (decrease)in accounts payable
and accrued expenses 1,890 (2,247)
Increase in accrued salaries and wages 1,174 867
Increase in income taxes payable (356) (1,167)
------ ------
(507) (1,661)
------ ------
Net cash provided by operating activities 4,925 1,521
------ ------
Cash flows from investing activities:
Additions to equipment and leasehold improvements, net (584) (642)
Deferred contract costs -- (225)
Purchase of investments (399) (529)
Repayment of advance to joint venture -- 265
Proceeds from sale/maturities of investments 1,448 1,815
Pre-opening costs (692) (232)
Acquisition of business, net of cash received (7,253) (19,258)
------ ------
Net cash used in investing activities (7,480) (18,806)
------ ------
Cash flows from financing activities:
Proceeds from revolving credit facility, net 1,000 800
Payments on long-term debt (750) (750)
Payments on subordinated notes (670) (540)
Proceeds on issuance of note payable 1,825 6,000
Proceeds on issuance of long-term debt 24,000 7,250
Purchase of treasury stock (23,131) --
Proceeds on issuance of common stock 1,303 655
Other 204 --
------ ------
Net cash provided by financing activities 3,781 13,415
------ ------
Net increase (decrease) in cash and
cash equivalents 1,226 (3,870)
Cash and cash equivalents at beginning of period 772 3,963
------ ------
Cash and cash equivalents at end of period $ 1,998 $ 93
====== ======
See notes to condensed consolidated financial statements.
</TABLE>
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<PAGE> 6
REHABCARE GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. - Basis of Presentation
The condensed consolidated balance sheets and related condensed consolidated
statements of earnings and statements of cash flows contained in this Form 10-Q,
which are unaudited, include the accounts of the Company and its wholly owned
subsidiaries. All significant intercompany accounts and activity have been
eliminated in consolidation. In the opinion of management, all adjustments
necessary for a fair presentation of such financial statements have been
included. Adjustments consisted only of normal recurring items. The results of
operations for the three months and six months ended June 30, 1997, are not
necessarily indicative of the results to be expected for the fiscal year.
The condensed consolidated financial statements do not include all
information and footnotes necessary for a complete presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. Reference is made to the Company's audited
consolidated financial statements and the related notes as of December 31, 1996
and February 29, 1996 and for the ten months ended December 31, 1996 and for
each of the years in the two-year period ended February 29, 1996, included in
the Annual Report on Form 10-K on file with the Securities and Exchange
Commission, which provide additional disclosures and a further description of
accounting policies.
The Company changed its fiscal year end from the last day of February to
December 31, effective as of December 31, 1996. For purposes of comparability,
the condensed consolidated statements of earnings and statements of cash flows
for the six month periods ended June 30, 1997 and 1996 have been set forth
herein.
Note 2. - Contingencies
The Company has undergone a Federal payroll tax audit for the years 1989
through 1993. The Internal Revenue Service ("IRS") asserted that certain medical
professionals and others engaged as independent contractors should have been
treated as employees for payroll tax purposes. In May 1996, the IRS issued a
proposed assessment against the Company of $1,935,455 for years 1989 through
1993. The Company subsequently received from the IRS separate proposed Closing
Agreements for these same independent contractors under the IRS's new
"Classification Settlement Program" with an alternate aggregate assessment of
$253,426 covering the 1989 through 1993 audit, including any additional
potential liability through December 31, 1996. The Company has accepted
settlement offers under the program for two classes of medical professionals,
paid $61,000 as settlements and agreed to prospectively treat these classes of
professionals as employees. The IRS has accepted the Company's classification of
the remaining classes as independent contractors and has closed the audit.
Note 3. - Acquisitions
On January 28, 1997, the Company purchased 100% of the capital stock of
TeamRehab, Inc. and Moore Rehabilitation Services, Inc. ("Team and Moore"). The
aggregate purchase price of $5,600,000 paid at closing included $3,600,000 in
cash, a $1,500,000 subordinated promissory note, and 25,365 shares of the
Company's common stock. Additional consideration will be paid to the former Team
and Moore
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<PAGE> 7
stockholders contingent upon the attainment of certain target cumulative
earnings before interest and income taxes, up to a maximum of $2,400,000 in
additional consideration over four years. On June 12, 1997, the Company
purchased 100% of the capital stock of Rehab Unlimited, Inc. The aggregate
purchase price of $1,350,000 paid at closing included $675,000 in cash, a
$325,000 subordinated promissory note, and 10,736 shares of the Company's common
stock. The acquisitions have been accounted for by the purchase method of
accounting, whereby the operating results have been included in the Company's
results of operations commencing on the respective closing dates of the
acquisitions. Goodwill related to the acquisitions totaling $6,254,000 is being
amortized over 40 years.
Note 4. - Common Stock Repurchase
On January 31, 1997, the Company made a tender offer to purchase up to
925,000 shares of its common stock at a single purchase price, not less than
$20.00 nor in excess of $22.50 per share. The actual purchase price was
determined based on the lowest single purchase price at which stockholders
tendered shares that was sufficient to purchase at least 925,000 shares. As of
February 28, 1997, the closing date, shares totaling greater than 925,000 were
tendered, resulting in the Company's repurchase on March 12, 1997, of a total of
999,955 shares at the single purchase price of $22.50 per share. To finance the
repurchase, on March 5, 1997, the Company's bank term loan and revolving credit
facility were restructured. Under the terms of the restructured loan agreement,
the Company entered into a five-year, $25,000,000 bank term loan and a
$20,000,000 revolving credit facility. The amount that may be borrowed under the
revolving credit facility was increased to the lesser of $20,000,000 or 85% of
eligible accounts receivable. Amounts borrowed under the revised term loan and
revolving credit facility bear interest at the Company's option, at the bank's
Corporate Base Rate, or London Interbank Offered Rates plus from 1.25% to 2.00%,
or a combination of the two, such rates being dependent on the ratio of the
Company's indebtedness, net of cash and marketable securities, to cash flow. The
effective interest rate on the bank loans for the three month period ended June
30, 1997 was approximately 7.3%.
Note 5. - Earnings Per Share
In February 1997, Statement of Financial Accounting Standards No. 128 (SFAS
128), "Earnings Per Share," was issued establishing new standards for computing
and presenting earnings per share. The historical measures of earnings per share
(primary and fully diluted) are replaced with two new computations of earnings
per share (basic and diluted). The Company will adopt SFAS 128 for the year
ended December 31, 1997. Earnings per share, on a pro forma basis, for the three
month and six month periods ended June 30, 1997 and 1996, computed pursuant to
the provisions of SFAS 128, would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Month Ended
June 30, June 30,
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Basic earnings per share $ .57 $ .29 $ 1.31 $ .69
Diluted earnings per share $ .47 $ .27 $ 1.11 $ .64
</TABLE>
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<PAGE> 8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
The Company provides physical medicine, rehabilitation and chronic care
services in a variety of settings under multi-year contracts. These settings
include acute rehabilitation units that may or may not be exempt from the
Medicare Prospective Payment System (PPS), depending on their stage of
development; subacute units that are operated within licensed skilled nursing
units; and outpatient clinics, both on and off campus of the host hospital. The
Company also is a contract provider of therapists on a continuing and temporary
basis to hospitals and long-term care and rehabilitation facilities.
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
Operating Statistics June 30, June 30,
-------------------- ------------------ ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Inpatient Units (Acute and Subacute)
Average bed capacity 2,057 1,800 2,030 1,792
Average billable length of stay (days) 15.1 16.0 15.2 16.3
Billable patient days served 129,412 103,439 255,128 208,231
Admissions 8,593 6,456 16,792 12,797
Average daily billable census 1,422 1,137 1,410 1,150
Average occupied beds per unit 13.3 12.7 13.4 12.8
Total units in operation at end of period 110 90 110 90
Outpatient Clinics
Patient visits 60,197 54,777 120,907 126,578
Units of service 191,306 168,549 382,756 367,929
Total clinics in operation at end of period 17 19 17 19
Therapist Placement
Weeks worked 7,425 6,442 14,217 N/A
Contract Therapy
Number of locations at end of period 44 N/A 44 N/A
</TABLE>
Three Months Ended June 30, 1997 Compared to Three Months Ended June 30, 1996
Operating revenues during the second quarter of calendar 1997 increased
by $9,329,000, or 30.9%, to $39,496,000. Acquisitions accounted for 19.6% of the
net increase. A 19.3% increase in the average number of inpatient units from
89.7 to 107.0 units and an increase in the average daily billable census per
inpatient unit of 4.7% from 12.7 to 13.3, generated a 25.1% increase in billable
patient days to 129,412 and a 24.2% increase in revenue from inpatient units.
The increase in billable census per unit for inpatient units is primarily
attributable to an 11.6% increase in admissions per unit offset by a 6.0%
decline in average length of stay. The decline in average length of stay
reflects both the continued trend of reduced rehabilitation lengths of stay and
the increase in subacute units operational in calendar 1997, which carry a
shorter length of stay than acute rehabilitation units. The increase in billable
patient days was offset by a 0.7% decrease in average per diem billing rates,
reflecting a greater mix of subacute units which carry lower average per diem
rates than acute units. The $4,691,000 increase in inpatient unit revenue was
offset by a 2.9% decrease in outpatient revenue to $2,481,000, primarily
reflecting the loss of two units during the second quarter of calendar 1997.
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<PAGE> 9
Operating expenses for the three-month periods compared increased by
$5,536,000, or 25.5% to $27,272,000. Acquisitions accounted for 17.4% of the net
increase. The remaining increase was attributable to the increase in patient
days and increased placements at Healthcare Staffing Solutions, Inc. ("HSSI").
The excess of operating expenses over operating revenues associated
with non-exempt units decreased from $266,000 to $217,000, on an increase in the
average number of non-exempt units from 5.0 to 8.0. The per unit average excess
of operating expenses over operating revenues declined from $53,000 to $27,000
reflecting a 43.3% increase in billable patients per unit to 3.2 plus a greater
percentage of units where the Company is not obligated to provide therapy staff.
Average start-up losses for units for which the company provides therapy staff
during their non-exempt year can range to as high as $150,000 to $200,000.
General and administrative expenses increased $1,765,000, or 34.8%, to
$6,833,000, reflecting increases in professional services and business
development compared to the previous year, plus the addition of corporate staff
from acquisitions.
Interest expense increased $409,000 reflecting an increase in interest
rates and interest on additional debt issued in the repurchase of shares of the
Company's common stock plus the acquisitions of Team and Moore and Rehab
Unlimited, Inc.
Earnings before income taxes increased by $1,506,000, or 67.4%, to
$3,741,000. The provision for income taxes for the second quarter of calendar
1997 was $1,576,000, compared to $905,000 for 1996, reflecting effective income
tax rates of 42.1% and 40.5% for the respective quarters. The higher rate is
attributable to an increase in meal costs, which are subject to a 50% deduction
limitation. Net earnings increased by $835,000, or 62.8% to $2,165,000. Earnings
per share increased 81.5% to 49 cents from 27 cents on an 8.6% decrease in the
weighted average shares outstanding. The decrease in shares outstanding is
attributable to the repurchase of shares of the Company's common stock in the
first quarter of calendar 1997 offset by an increase in common stock equivalents
resulting from an increase in the market price of the Company's stock relative
to the underlying exercise prices of outstanding stock options. See "Liquidity
and Capital Resources."
Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
Operating revenues during the first six months of calendar 1997
increased by $20,176,000, or 36.2%, to $75,901,000. Acquisitions accounted for
43.3% of the net increase. A 16.9% increase in the average number of inpatient
units from 89.7 to 104.9 units and an increase in the average daily billable
census per inpatient unit of 4.7% from 12.8 to 13.4, generated a 22.5% increase
in billable patient days to 255,128 and a 20.3% increase in revenue from
inpatient units. The increase in billable census per unit for inpatient units is
primarily attributable to a 12.2% increase in admissions per unit offset by a
6.7% decline in average length of stay. The decline in average length of stay
reflects both the continued trend of reduced rehabilitation lengths of stay and
the increase in subacute units operational in calendar 1997, which carry a
shorter length of stay than acute rehabilitation units. The increase in billable
patient days was offset by a 1.8% decrease in average per diem billing rates,
reflecting a greater mix of subacute units, which carry lower average per diem
rates than acute units. The $8,007,000 increase in inpatient unit revenue was
offset by a 6.9% decrease in outpatient revenue to $5,119,000, primarily
reflecting the loss of two units.
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<PAGE> 10
Operating expense for the six-month periods compared increased by
$12,432,000, or 31.1% to $52,468,000. Acquisitions accounted for 45.0% of the
net increase. The remaining increase was attributable to the increase in patient
days and increased placements at HSSI.
The excess of operating expenses over operating revenues associated
with non-exempt units decreased from $513,000 to $367,000, on an increase in the
average number of non-exempt units from 5.0 to 7.5. The per unit average excess
of operating expenses over operating revenues declined from $103,000 to $49,000
reflecting a 40.1% increase in billable patients per unit to 3.1 plus a greater
percentage of units where the Company is not obligated to provide therapy staff.
Average start-up losses for units for which the Company provides therapy staff
during their non-exempt year can range to as high as $150,000 to $200,000.
General and administrative expenses increased $4,385,000, or 51.8%, to
$12,854,000, reflecting increases in professional services, business development
and general office, compared to the previous year, plus the addition of
corporate staff from acquisitions.
Interest income decreased $104,000 as a result of reductions in
investment balances, as cash was used to make acquisitions and make payments on
Company debt.
Interest expense increased $618,000 reflecting an increase in interest
rates and interest on additional debt issued in the repurchase of shares of the
Company's common stock and the acquisitions of HSSI and Team and Moore. Gain on
sale of investment reflects the sale in the first quarter of calendar 1997 of
approximately 50% of the Company's investment in Intensiva Healthcare
Corporation.
Earnings before income taxes increased by $3,747,000, or 70.2%, to
$9,084,000. The provision for income taxes for the first six months of calendar
1997 was $3,652,000, compared to $2,155,000 for 1996, reflecting effective
income tax rates of 40.2% and 40.4% for the respective periods. Net earnings
increased by $2,250,000, or 70.7% to $5,432,000. Earnings per share increased
74.2% to $1.15 from 66 cents on a 2.7% decrease in the weighted average shares
outstanding. The gain on sale of investment accounted for 18 cents of the
increase in earnings per share. The decrease in shares outstanding is
attributable to the repurchase of shares of the Company's common stock offset by
an increase in common stock equivalents resulting from an increase in the market
price of the Company's stock relative to the underlying exercise prices of
outstanding stock options. See "Liquidity and Capital Resources."
Liquidity and Capital Resources
As of June 30, 1997, the Company had $6,315,000 in cash and current
marketable securities and a current ratio of 1.4:1. Working capital decreased by
$163,000 as of June 30, 1997, compared to December 31, 1996, due to the cash
tendered and debt issued in the acquisitions of Team and Moore and Rehab
Unlimited, Inc. and the increase in current portion of long-term debt issued in
the repurchase of shares of the Company's common stock, offset by working
capital generated by operations.
Net accounts receivable were $22,392,000 at June 30, 1997, compared to
$15,546,000 at December 31, 1996. The number of days average net revenue in net
receivables was 50.3 at June 30, 1997 compared to 45.5 at December 31, 1996.
The Company's operating cash flows constitute its primary source of
liquidity and historically have been sufficient to fund its working capital and
capital expansion requirements. The Company expects to meet its future working
capital, capital expenditure, business expansion and debt service requirements
from a
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<PAGE> 11
combination of internal sources and outside financing. The Company has a
$20,000,000 revolving line of credit and a balance outstanding as of June 30,
1997, of $10,500,000.
Part II. - OTHER INFORMATION
Item 1. - Legal Proceedings
The Company has undergone a Federal Payroll tax audit for the years
1989 through 1993. See Part I, "Notes to Condensed Consolidated Financial
Statements," Note 2, for further disclosure.
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
11 of 12
<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.
REHABCARE GROUP, INC.
August 12, 1997
By /s/ John R. Finkenkeller
John R. Finkenkeller
Senior Vice President
and Treasurer
(Chief Accounting Officer)
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<PAGE> 13
EXHIBIT INDEX
Page Number
27 Financial Data Schedule
Not Included in
Paper Filing
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 1,998
<SECURITIES> 4,317
<RECEIVABLES> 24,050
<ALLOWANCES> 1,658
<INVENTORY> 0
<CURRENT-ASSETS> 31,272
<PP&E> 3,095
<DEPRECIATION> 0
<TOTAL-ASSETS> 94,570
<CURRENT-LIABILITIES> 22,181
<BONDS> 37,357
0
0
<COMMON> 48
<OTHER-SE> 32,610
<TOTAL-LIABILITY-AND-EQUITY> 94,570
<SALES> 75,901
<TOTAL-REVENUES> 75,901
<CGS> 52,468
<TOTAL-COSTS> 67,127
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,138
<INCOME-PRETAX> 9,084
<INCOME-TAX> 3,652
<INCOME-CONTINUING> 5,432
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,432
<EPS-PRIMARY> $ 1.15
<EPS-DILUTED> $ 1.07
</TABLE>
