<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended March 31, 1995 Commission file number 0-16151/2-66729
------------------ ---------------
COMDATA HOLDINGS CORPORATION/COMDATA NETWORK, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE/MARYLAND 13-3396750/62-0813252
- ------------------------------- --------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5301 Maryland Way Brentwood, Tennessee 37027
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (615) 370-7000
-----------------------------
N/A
- --------------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since last
report.
Indicate by check mark whether each registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES X No .
----- -----
As of April 14, 1995 there were outstanding 16,578,715 shares of
Common Stock of Comdata Holdings Corporation, and 1,000 shares of
Comdata Network, Inc.
<PAGE> 2
PART I
Item 1. Financial Statements
Comdata Holdings Corporation and Subsidiary
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>
March 31, December 31,
1995 1994
--------- ------------
(In thousands, except share data)
<S> <C> <C>
ASSETS
------
Current assets:
Cash and cash equivalents $ 12,512 $ 18,335
Accounts receivable, less allowance for doubtful
accounts $5,018, 1995; $5,614, 1994 138,372 147,940
Prepaid expenses and other 6,809 5,560
--------- ---------
Total current assets 157,693 171,835
Property and equipment, net of accumulated
depreciation 11,842 11,848
Cost in excess of fair value of net assets
acquired, net 94,627 81,017
Other assets, net 17,756 18,333
--------- ---------
$ 281,918 $ 283,033
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Drafts payable $ 8,037 $ 9,616
Settlements payable 83,380 102,511
Accounts payable 8,343 9,707
Other accrued liabilities 31,529 21,305
Customer security deposits 6,516 6,301
Current maturities of long-term debt 7,564 6,880
--------- ---------
Total current liabilities 145,369 156,320
Deferred credit 3,256 3,741
Long-term debt, net of current maturities 217,054 212,661
Stockholders' equity:
Preferred stock, par value $.01 per share,
authorized 5,000,000 shares:
Series B, issued and outstanding 562,033 shares,
stated at liquidation preference, $100 per share
plus accrued dividends 74,310 72,058
Series C, issued and outstanding 247,975 and
250,500 shares, respectively; stated at
liquidation preference, $100 per share plus
accrued dividends 32,558 31,912
Common stock, par value $.01 per share; authorized 100,000,000
shares;issued and outstanding 16,578,691 and 16,467,530 shares,
respectively 166 165
Paid-in capital 121,459 120,607
Accumulated deficit (312,254) (314,431)
--------- ---------
Total stockholders' equity (deficit) (83,761) (89,689)
--------- ---------
$ 281,918 $ 283,033
========= =========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE> 3
COMDATA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
====================
<TABLE>
<CAPTION>
1995 1994
---------- ----------
(In thousands, except per share data)
<S> <C> <C>
REVENUE $ 62,978 $ 57,390
-------- --------
OPERATING COSTS:
Salaries and employee benefits 14,340 14,381
Agent commissions 11,911 9,281
Telecommunications (including amounts paid to a
related party, $3,876 in 1995; $3,747 in 1994) 6,402 6,275
Depreciation and amortization 2,318 1,783
Other operating costs 12,438 12,452
-------- --------
Total operating costs 47,409 44,172
-------- --------
Income before interest and taxes 15,569 13,218
Interest expense (7,386) (7,668)
-------- --------
Income before income taxes 8,183 5,550
Income tax expense (2,782) (877)
-------- --------
Net income 5,401 4,673
Preferred stock dividend requirement, payable in
shares of stock or accreting to liquidation
preference (3,222) (3,371)
-------- --------
Net income for common stock $ 2,179 $ 1,302
EARNINGS PER SHARE:
Net income per common and dilutive common equivalent
share $ 0.13 $ 0.09
Weighted average common and dilutive common
equivalent shares outstanding 16,954 14,728
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
COMDATA HOLDINGS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
====================
<TABLE>
<CAPTION>
1995 1994
------------ ------------
(In thousands)
<S> <C> <C>
Cash flows from operating activities:
Net income $ 5,401 $ 4,673
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,449 1,783
Amortization of debt issuance costs and discount 430 723
Provision for losses on accounts receivable 1,422 1,267
Amortization of deferred credit (486) (596)
Deferred tax provision (benefit) 1,225 (680)
-------- --------
Total adjustments before changes in
assets and liabilities 5,040 2,497
-------- --------
Change in assets and liabilities, net of effects
from purchase business combinations:
Accounts receivable 8,882 (20,423)
Prepaid expenses and other (1,154) 283
Drafts and settlements payable (20,710) 6,778
Other accrued liabilities 6,606 8,627
Other 258 7
-------- --------
Total changes in assets and liabilities net of
effects from purchase combinations (6,118) (4,728)
-------- --------
Net cash provided by operating activities 4,323 2,442
-------- --------
Cash flows from investing activities:
Capital expenditures (1,868) (1,339)
Payment for purchase business combinations, net of
cash acquired (11,933) (586)
Proceeds from sale of business, net of cash sold 1,706 -
Additions to other assets (766) (388)
-------- --------
Net cash used for investing activities (12,861) (2,313)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of common stock 399 194
Net borrowings (payments) of revolving credit loans 3,189 (613)
Principal payments on long-term debt and capital
leases (102) (41)
Payment of debt issuance costs (771) (112)
-------- --------
Net cash provided by (used for) investing activities 2,715 (572)
-------- --------
Net decrease in cash & short-term investments (5,823) (443)
Cash & cash equivalents, beginning of period 18,335 13,332
-------- --------
Cash & cash equivalents, end of period $ 12,512 $ 12,889
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
COMDATA HOLDINGS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. The accompanying financial statements include the accounts of Comdata
Holdings Corporation ("Comdata", or the "Company") and its wholly-owned
subsidiary, Comdata Network, Inc. ("Network"). Comdata has no operations
except for its ownership of Network. Network is the obligor for all of the
debt instruments included in the accompanying consolidated balance sheet.
The accompanying unaudited financial statements include all
adjustments (which are of a normal recurring nature) that are, in the opinion
of management, necessary for a fair statement of the results for the interim
period presented. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to SEC rules and
regulations. The statements should be read in conjunction with the Summary of
Significant Accounting Policies and Notes to Consolidated Financial Statements
included in the Company's annual report for the year ended December 31, 1994.
Because of seasonal and other factors, the earnings for the three
month periods ended March 31, 1995 and 1994 should not be taken as an
indication of earnings for all or any part of the balance of the year.
2. In February 1995, the Company sold the net assets of its retail
services division, which provides check authorization and collection services.
The consideration received was approximately $4,000,000, consisting of
$3,500,000 in cash and a $500,000 promissory note, due in February 1996,
subject to the resolution of certain contingencies. The sales proceeds were
approximately equal to the carrying value of the net assets sold, including
related costs of the transaction, and no significant gain or loss is expected
from this transaction.
3. In March 1995, the Company completed an Amendment to its Revolving
Credit Agreement. The Amendment increased the commitment from $37.5 million to
$75.0 million, extended the maturity from December 1995 to December 1997, and
lowered the interest rate to prime plus 0.75% or an adjusted Eurodollar rate
plus 2.25%. Previously, the interest rate had been prime plus 1.75% or an
adjusted Eurodollar rate plus 3%.
4. In March 1995, the Company purchased the stock of Trendar Corporation
("Trendar"), a business engaged in providing transaction processing services to
the transportation industry. The consideration was approximately $14.2
million, consisting of $12.7 million cash and a $1.5 million promissory note
payable in 1996. This acquisition has been accounted for as a purchase, and
the results of operations of the acquired business have been
4
<PAGE> 6
included in the consolidated financial statements from the effective date of
the acquisition. The purchase price will be allocated to the net assets
acquired based on their fair values. The results of operations of the acquired
business prior to the date of the acquisition are not material to those of the
Company.
5. The Company's Series B and Series C Preferred Stock are convertible
into common stock at $6.00 per share. Dividends accrue at 12.5% per annum on
Series B Preferred Stock and at 12.25% per annum on Series C Preferred Stock,
compounded quarterly. Dividends are currently accreting to the liquidation
value of the preferred stock, increasing the number of common shares issuable
on conversion. At March 31, 1995, an additional 17.8 million shares would be
issued if all preferred shares were converted.
The Company's convertible preferred stock is not dilutive on earnings
per share calculations in the first quarter of 1995 and 1994, and the common
share equivalent effect of conversion is excluded from the determination of
earnings per share in those periods.
In January 1995, 2,525 shares of Series C Preferred Stock were
converted into 54,083 shares of common stock. In April 1995, 3,060 shares of
Series B Preferred Stock were converted into 67,351 shares of common stock.
Item 2. Management's Discussion and Analysis of Financial Condition & Results
of Operations.
The Company's services may be separated into the following groups:
funds transfer and related services for the trucking industry; cash advance
services in the gaming industry; and retail check payment services. The
following table sets forth revenues in each of these areas for the three month
periods ended March 31, 1995 and 1994.
<TABLE>
<CAPTION>
1995 1994
---- ----
(In thousands)
<S> <C> <C>
Transportation Services
Funds Transfer Services $20,878 $20,219
Permit Services 7,310 7,042
Telecommunication Services 5,177 4,374
Other 3,242 2,356
------- -------
36,607 33,991
Consumer and Gaming Services 25,450 20,604
Retail Services 921 2,795
------- -------
Total Revenue $62,978 $57,390
======= =======
</TABLE>
The Company's operating costs, as a percentage of revenue, for such
periods were as follows:
5
<PAGE> 7
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Revenue 100.00% 100.00%
------ ------
Salaries and employee benefits 22.77 25.06
Agent commissions 18.91 16.17
Telecommunications 10.17 10.93
Depreciation and amortization 3.68 3.11
Other operating costs 19.75 21.70
------ ------
Total operating costs 75.28 76.97
------ ------
Income before interest and taxes 24.72% 23.03%
------ ------
</TABLE>
RESULTS OF OPERATIONS
Revenue increased from $57.4 million in the first quarter of 1994 to
$63.0 million in the first quarter of 1995, an increase of $5.6 million, or
9.7%. Transportation services revenue increased by $2.6 million, or 7.7%,
during the first quarter. Within transportation services, funds transfer
services, increased by $0.7 million, or 3.3%. This revenue growth is primarily
due to increases in the number of transactions completed during the periods.
Permit services revenue increased from $7.0 million in the first
quarter of 1994 to $7.3 million in the first quarter of 1995, an increase of
$0.3 million, or 3.8%. This revenue growth is due to increases in the number
of transactions completed during the periods.
Telecommunications services revenue increased approximately $0.8
million, or 18.4%, in 1995. The Company has lowered the selling price of
certain of its telecommunications services, and as a result has been able to
increase the volume of business. At the same time, reductions in
telecommunications rates from the Company's suppliers have resulted in an
increase in the profitability of these services.
Revenue from other transportation services increased by $0.9 million,
or 37.6%, during the first quarter. Revenue from software systems sales
increased approximately $0.8 million, and the acquisition of Trendar in March
1995 resulted in increased revenue of $0.7 million. Revenue from in-cab
communications services decreased by $0.5 million as a result of the decision
to eliminate this product line.
Consumer and gaming services revenue increased during the first
quarter of 1995 by $4.8 million, or 23.5%, primarily due to increases in the
number of transactions at gaming establishments. Growth in gaming at
nontraditional locations, such as riverboats and Indian reservations, has
contributed significantly to the transaction growth.
6
<PAGE> 8
Revenue from retail services decreased by $1.9 million, or 67.0%,
during the first quarter of 1995. In February 1995, the Company sold the net
assets of its retail services division. The consideration received was
approximately $4.0 million, consisting of $3.5 million in cash and a $0.5
million promissory note, due in February 1996 subject to the resolution of
certain contingencies. The sales proceeds are approximately equal to the
carrying value of the net assets sold, including related costs of the
transaction, and no significant gain or loss is expected from this transaction.
Salaries and employee benefits were $14.3 million in the first quarter
of 1995, compared to $14.4 million in the first quarter of 1994. The sale of
the retail services division reduced salaries and employee benefits costs by
approximately $0.9 million in the first quarter of 1995, and the acquisitions
of RoTec and Trendar increased these costs by an equal amount.
Agent commissions increased from $9.3 million during the first quarter
of 1994 to $11.9 million during the first quarter of 1995, an increase of $2.6
million, or 28.3%. These commissions are paid to locations offering gaming
cash advance services. This increase was primarily the result of increases in
the number of gaming transactions, as discussed above.
Telecommunications expense was approximately $6.4 million in the first
quarter of 1995, compared to $6.3 million in the first quarter of 1994. The
elimination of the in-cab communications service reduced these costs by
approximately $0.2 million. Rate reductions obtained from the Company's
telecommunications suppliers also helped to reduce cost increases in the first
quarter of 1995 as related revenues and transaction volumes increased.
Depreciation and amortization expense increased from $1.8 million in
the first quarter of 1994 to $2.3 million in the first quarter of 1995. This
increase is primarily due to the depreciation of the costs of imaging systems
designed to improve efficiencies in various aspects of the Company's back
office operations.
Other operating costs were approximately $12.4 million in the first
quarter of 1995, compared to $12.5 million in the first quarter of 1994.
During the first quarter of 1994, the Company incurred expenses of
approximately $1.2 million with a consulting firm to assist in evaluating the
efficiency of the Company's work force and procedures. Another factor
decreasing these costs in the first quarter of 1995 was the sale of the retail
services division, which reduced these costs by approximately $0.7 million.
Offsetting these costs reductions were increased costs of the acquired RoTec
and Trendar operations, which totalled approximately $0.7 million, increased
bad debt expense of approximately $0.3 million, costs associated with the
7
<PAGE> 9
development of new products of approximately $0.3 million, and costs associated
with the investigation of a potential acquisition candidate of approximately
$0.2 million.
Interest expense was $7.4 million in the first quarter of 1995,
compared to $7.7 million in the first quarter of 1994. The amendment of the
Company's Revolving Credit Agreement had the effect of decreasing interest
costs by approximately $0.2 million by amortizing the costs of debt issuance
over the extended term of the debt agreement. In addition, the average
borrowings under the Revolving Credit Agreement were lower during the first
quarter of 1995 as a result of repayments of indebtedness from operating cash
flows and the proceeds from the sale of the retail services division.
Income tax expense was approximately $2.8 million in the first quarter
of 1995, compared to $0.9 million in the first quarter of 1994. The effective
tax rate as a percent of pretax income was approximately 34.0% in 1995,
compared to 15.8% in 1994. In 1994, the Company used most of its tax operating
loss carryforwards, which had reduced income taxes.
LIQUIDITY AND CAPITAL RESOURCES
Network's Revolving Credit Facility provides for revolving credit
loans and letters of credit aggregating up to $75.0 million, with a $25.0
million sublimit for letters of credit. As of March 31, 1995, there were
outstanding loans under the Revolving Credit Facility of $4.3 million and
letters of credit totaling $9.3 million. In June 1995, Network is required to
repay a $5.7 million note. In addition, $6.2 million of 11% Junior
Subordinated Notes mature in October 1997. The Revolving Credit Agreement
expires in December 1997, and scheduled payments on Network's 12.5% Senior
Notes begin in 1998.
Network's obligations under the Revolving Credit Facility are secured
by substantially all the assets of Network and its subsidiaries, are guaranteed
by Comdata and bear interest at prime plus 0.75% or an adjusted Eurodollar rate
plus 2.25%. The amount of credit available under this arrangement is subject
to limitations based on the amount and nature of outstanding receivables.
The Revolving Credit Facility has provisions that require Network to
maintain and transfer excess cash balances, as defined, into bank accounts
managed by the lenders. Such lenders have certain discretionary rights to
apply such cash balances against Network's outstanding loan amounts. At March
31, 1995, Network had $13.6 million in these accounts. Network monitors its
cash position on a daily basis and makes transfers and other transactions
necessary to comply with these provisions of the Revolving Credit Facility.
8
<PAGE> 10
Subject to certain exceptions, the Revolving Credit Facility requires
payment of indebtedness outstanding under the facility with the entire net
cash proceeds received by Network or its subsidiaries from asset sales over a
certain minimum amount, 50% of the net cash proceeds received by Comdata or
Network from permitted issuances of debt or equity and any excess cash flow of
Network and its subsidiaries on a consolidated basis. The amount of the
Revolving Credit Facility is permanently reduced by an amount equal to such
mandatory prepayments.
The Revolving Credit Facility and the indentures governing the Senior
Notes and Senior Subordinated Debentures contain certain covenants that limit
or prohibit, among other things, Comdata's ability to incur additional
indebtedness, to pay dividends or make other distributions, to engage in
certain transactions with affiliates, to issue or sell stock of subsidiaries to
third parties, to repay certain indebtedness prior to its stated maturity, to
create liens, to sell assets, to make certain capital expenditures, to enter
into a transaction that would result in a change of control, to incur certain
subordinated debt and to merge or consolidate with or to acquire any other
business. In addition, the Revolving Credit Facility requires the Company to
maintain certain specified financial ratios. As of March 31, 1995, the Company
was required to maintain a tangible net worth deficit of less than $205.0
million, an interest coverage ratio in excess of 2.25 to 1, a current ratio in
excess of 0.85 to 1, and indebtedness not to exceed $250.0 million, all as
defined. As of March 31, 1995, the Company was in compliance with all
covenants and ratios, and its actual measures under these financial ratio
covenants were as follows: tangible net worth deficit, $198.9 million;
interest coverage ratio, 2.34 to 1; current ratio, 1.05 to 1; indebtedness,
$224.6 million.
Working Capital
The Company's principal uses of funds for the next several years will
be for working capital, for debt service and for capital expenditures
consisting of routine replacements of field computer equipment and back office
equipment. New services offered by the Company will require additional
investments in working capital to fund growth in accounts receivable.
Management believes that funds generated from operations and borrowed under the
Revolving Credit Facility should provide sufficient cash to meet the Company's
anticipated liquidity needs.
Accounts Receivable
In accordance with the Company's revenue recognition policy, revenue
from the Company's funds transfer, regulatory permit and gaming cash advance
services consists of the transaction fees charged to customers and does not
include the cost of goods or services provided by the Company (e.g., fuel
purchased, permit provided or cash advanced). The Company's accounts
receivable include both the cost of the goods and
9
<PAGE> 11
services provided and the transaction fees, and drafts and settlements payable
include the amount due to the issuing agent for the cost of the goods and
services. For the three months ended March 31, 1995, the average days in
accounts receivable outstanding, calculated based on the average accounts
receivable outstanding for such period, was approximately 5.9 days. Because
the Company does not recognize the entire amount of accounts receivable for
settled transactions as revenue, management believes that the average days in
accounts receivable are appropriately measured by the amounts transferred
through its cash advance system.
Cash Flow
Comdata's principal source of internal liquidity has historically been
its cash flow from operations. During the three months ended March 31, 1995
and 1994, operating activities provided $4.3 million and $2.4 million,
respectively. The consolidated statement of cash flows is substantially
affected by the particular day of the week on which the accounting period ends,
primarily because of the large volume of weekend transactions in gaming
services. In addition, the volume of funds transferred by Comdata for its
customers is very high relative to the average level of accounts receivable.
Finally, small changes in the timing of customer remittances may have a
relatively greater effect on the amounts of accounts receivable.
Net cash used for investing activities in the three month periods for
1995 and 1994 was $12.9 million and $2.3 million, respectively. These amounts
primarily represent payment for purchase business combinations, capital
expenditures and additions to other assets.
Financing activities provided $2.7 million of cash in 1995 and used
$0.6 million of cash in 1994, primarily consisting of net borrowings or
payments under the Revolving Credit Facility.
10
<PAGE> 12
PART II
Item 1. Legal Proceedings
Please refer to the Company's Annual Report on Form 10-K for a discussion of
legal proceedings.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submissions of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
Exhibit 27
Comdata Holdings Corp. Financial Data Schedule (For SEC use only)
11
<PAGE> 13
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.
<TABLE>
<S> <C>
COMDATA HOLDINGS CORPORATION
----------------------------
April 28, 1995 /S/ Dennis R. Hanson
- ---------------------------------- -------------------------
On behalf of the registrant
and as Executive Vice President
and Chief Financial Officer
April 28, 1995 /S/ L. Glynn Riddle, Jr.
- ---------------------------------- ----------------------------------
On behalf of the registrant
and as Senior Vice President
and Controller
COMDATA NETWORK, INC.
---------------------
April 28, 1995 /S/ Dennis R. Hanson
- ---------------------------------- -------------------------
On behalf of the registrant
and as Executive Vice President
and Chief Financial Officer
April 28, 1995 /S/ L. Glynn Riddle, Jr.
- ---------------------------------- ----------------------------------
On behalf of the registrant
and as Senior Vice President
and Controller
</TABLE>
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF COMDATA HOLDINGS CORPORATION/COMDATA NETWORK, INC. FOR
THE PERIOD ENDED MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 12,512
<SECURITIES> 0
<RECEIVABLES> 143,390
<ALLOWANCES> 5,018
<INVENTORY> 0
<CURRENT-ASSETS> 157,693
<PP&E> 31,490
<DEPRECIATION> (19,648)
<TOTAL-ASSETS> 281,918
<CURRENT-LIABILITIES> 145,369
<BONDS> 217,054
<COMMON> 166
0
106,868
<OTHER-SE> (190,795)
<TOTAL-LIABILITY-AND-EQUITY> 281,918
<SALES> 0
<TOTAL-REVENUES> 62,978
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 45,987
<LOSS-PROVISION> 1,422
<INTEREST-EXPENSE> 7,386
<INCOME-PRETAX> 8,183
<INCOME-TAX> 2,782
<INCOME-CONTINUING> 5,401
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,401
<EPS-PRIMARY> .13
<EPS-DILUTED> .13
</TABLE>
