<PAGE>
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 FOR THE QUARTER ENDED JUNE 30, 1995.
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
ACT OF 1934 FOR THE TRANSACTION PERIOD FROM __________ TO _________.
COMMISSION FILE NUMBER: 1-100155
________________________
HERITAGE MEDIA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
IOWA 42-1299303
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
13355 Noel Road, Suite 1500
Dallas, Texas 75240
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code:
(214) 702-7380
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 the latest practicable date.
CLASS OUTSTANDING AT AUGUST 4, 1995
_____ _____________________________
Class A, $.01 Par Value 17,693,806
<PAGE>
PART I. SUMMARIZED FINANCIAL INFORMATION
Item 1. Financial Statements
HERITAGE MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS
<TABLE>
<CAPTION>
(unaudited)
June 30, December 31,
1995 1994
________ ________
<S> <C> <C>
Current assets:
Cash and cash equivalents $2,593 4,270
Trade receivables, net 60,240 51,096
Prepaid expenses and other 4,469 2,936
Inventory 6,262 5,711
Broadcast program rights 1,247 1,518
Deferred income taxes 5,263 3,369
________ _______
Total current assets 80,074 68,900
Acquisition escrow deposit (note 3) 2,000 -
Property and equipment, net 56,701 54,799
Goodwill and other intangibles, net 387,157 382,288
Noncurrent broadcast program rights 1,210 1,429
Deferred finance costs, net 3,733 3,870
Other assets 2,967 2,861
________ _______
$533,842 514,147
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 2,356 11,823
Accounts payable 13,797 16,906
Accrued expenses 29,681 35,826
Broadcast program rights payable 1,167 1,842
Deferred advertising revenues 18,658 13,864
________ ________
Total current liabilities 65,659 80,261
Long-term debt, excluding current portion (note 2) 361,675 339,702
Broadcast program rights payable, excluding current
portion 574 918
Other long-term liabilities 1,456 651
Deferred income taxes 4,594 3,369
Stockholders' equity:
Common stock, $.01 par value:
Class A - 40,000,000 shares authorized.
Issued, 17,717,511 shares in 1995 and
17,548,71 shares in 1994 177 175
Additional paid-in capital 222,272 219,092
Accumulated deficit (120,987) (128,214)
Accumulated foreign currency translation
adjustments (1,124) (1,353)
Class A common stock in treasury, at cost
(38,828 shares in 1995 and 1994) (454) (454)
________ ________
Total stockholders' equity 99,884 89,246
Commitments and contingencies (note 3)
________ ________
$533,842 $514,147
======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
HERITAGE MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except share information)
(unaudited)
<TABLE>
<CAPTION>
Three Months Six Months
ended June 30, ended June 30,
______________________ ____________________
1995 1994 1995 1994
_________ _________ _______ ________
<S> <C> <C> <C> <C>
Net revenues:
In-store marketing $84,201 48,371 148,525 96,281
Television 11,717 11,674 21,962 21,253
Radio 11,176 9,980 19,870 17,804
________ ________ _________ ________
107,094 70,025 190,357 135,338
________ ________ _________ ________
Costs and expenses:
Cost of services:
In-store marketing 57,181 26,505 99,334 56,261
Television 2,528 2,556 4,954 4,980
Radio 2,629 2,439 4,586 4,529
Selling, general and administrative 20,368 17,279 39,211 33,494
Depreciation 3,606 3,667 7,291 7,637
Amortization of goodwill and other assets 3,485 3,357 6,822 6,308
Other nonrecurring charges - 1,000 - 1,600
________ ________ _________ ________
89,797 56,803 162,198 114,809
________ ________ _________ ________
Operating income 17,297 13,222 28,159 20,529
________ ________ _________ ________
Other expense:
Interest, net (8,842) (7,353) (17,476) (14,458)
Loss on sale of assets - (1,600) - (1,600)
Other, net (406) (597) (590) (632)
________ ________ _________ ________
(9,248) (9,550) (18,066) (16,690)
________ ________ _________ ________
Income before income taxes 8,049 3,672 10,093 3,839
Income taxes (2,314) (913) (2,866) (1,684)
________ ________ _________ ________
Net income $5,735 2,759 7,227 2,155
======== ======== ========= ========
Net income (loss) applicable to common stock $5,735 (14,002) 7,227 (17,497)
======== ======== ========= ========
Weighted average common shares outstanding 17,678 17,465 17,651 17,272
======== ======== ========= ========
Net income (loss) per common share $0.32 (0.80) 0.41 (1.01)
======== ======== ========= ========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE>
HERITAGE MEDIA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 1995 and 1994
(Dollars in thousands)
(unaudited)
<TABLE>
<CAPTION>
1995 1994
________ ________
<S> <C> <C>
Cash flows from operating activities:
Net income $7,227 2,155
Adjustments to reconcile net income to net cash
provided by operating activities:
Noncash interest and amortization of debt issuance costs 373 377
Stock appreciation rights - 1,600
Depreciation 7,291 7,637
Amortization:
Broadcast program rights 1,030 1,002
Goodwill and other assets 6,822 6,308
Other (223) 3
Write-off of fixed assets 318 570
Loss on assets held for sale - 1,600
Changes in certain assets and liabilities
net of effects of acquisitions:
Accounts receivable (4,484) 1,951
Other assets (2,651) (221)
Payment of stock appreciation rights (3,800) -
Accounts payable and accrued expenses (5,344) (6,983)
Deferred revenue 4,133 (3,688)
_______ _______
Net cash provided by operating activities 10,692 12,311
_______ _______
Cash flows from investing activities:
Acquisitions and investments, net (16,114) (7,726)
Capital expenditures (7,248) (5,921)
Purchase of in-store marketing rights (422) (830)
_______ _______
Net cash used by investing activities (23,784) (14,477)
_______ _______
Cash flows from financing activities:
Long-term borrowings 75,035 44,072
Retirements:
Long-term debt (62,682) (42,116)
Broadcast program rights payable (1,194) (1,441)
Issuance of common stock 483 18
Dividends on preferred stock - (445)
Purchase and related costs of settlement rights - (229)
Payment of offering costs - (276)
Payment of debt issuance costs (227) (222)
_______ _______
Net cash provided (used) by financing activities 11,415 (639)
_______ _______
Net change during period (1,677) (2,805)
Cash and cash equivalents at beginning of period 4,270 4,416
------- -------
Cash and cash equivalents at end of period $2,593 1,611
======= =======
Cash paid for interest $16,610 13,904
======= =======
Cash paid for income taxes $1,657 3,058
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
<PAGE>
HERITAGE MEDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
NOTE 1. RESULTS OF OPERATIONS.
The results of operations for the interim periods reported are not
necessarily indicative of results to be expected for the year. The
information reflects all adjustments (none of which were other than normal
recurring items) which are, in the opinion of management, necessary to
present a fair statement of the results for the interim periods. It is
suggested that this interim period financial information be read in
conjunction with the audited consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994.
NOTE 2. LONG-TERM DEBT.
Long-term debt at June 30, 1995 and December 31, 1994 is summarized as
follows:
<TABLE>
<CAPTION>
(Dollars in thousands)
June 30, December 31,
1995 1994
<S> <C> <C>
HMSI senior notes $150,000 150,000
HMSI credit agreement 133,400 121,000
HMC senior subordinated notes 50,000 50,000
Canadian credit agreement 19,538 19,165
Other 11,093 11,360
________ ________
364,031 351,525
Less current installments 2,356 11,823
________ ________
$361,675 339,702
======== ========
</TABLE>
Long-term debt increased by $12.5 million during the six-month period
ended June 30, 1995. The increase was primarily due to credit agreement
borrowings for the Powerforce Services acquisition completed during the first
quarter, the completion of the acquisition of KXYQ-AM/FM in Portland, Oregon
during the second quarter and the pending acquisition's escrow deposit (see
Note 3). All current installments related to the term facility of the HMSI
credit agreement were reclassified to long-term debt due to the amendment of
the credit agreement completed during the quarter (for further discussion of
the amendment see Liquidity and Capital Resources in Management's Discussion
and Analysis of Financial Condition and Results of Operations).
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, (CONTINUED)
NOTE 3. ACQUISITIONS.
In January 1995, the Company completed its acquisition of Powerforce
Services, an in-store merchandise services company, for $6.3 million and
contingent payments of up to $1 million if certain operating results are
achieved. Included in the Company's financial results for the six months
ended June 30, 1995 were Powerforce revenues of $33 million which exceeded
the comparable 1994 period by approximately 29%. The operating income of $.1
million in 1995 was slightly better than 1994.
In June 1995, the Company completed its acquisition of KXYQ-AM/FM in
Portland, Oregon for $7 million creating a duoploy in the market. The
station's call letters were changed to KKRH-AM/FM. No significant revenues
or operating expenses were recognized for the period ending June 30, 1995.
In July 1995, the Company completed its acquisition of KKCJ-FM in Kansas
City, Missouri for $2 million in cash and a $5 million note payable due
January 3, 1996 creating the Company's fifth duopoly. At June 30, 1995, an
escrow deposit of $2 million had been made. Subsequently the station's call
letters have been changed to KCIY-FM. The Company included financial results
of KCIY-FM from March 1995 under the terms of a Local Marketing Agreement
("LMA"). For the six-month period ended June 30, 1995 revenues of $118,000
and an operating loss of $270,000 were included in the consolidated results
under the LMA.
The acquisitions discussed above were recognized in the consolidated
June 30, 1995 balance sheet as follows:
<TABLE>
<CAPTION>
(Dollars in thousands)
<S> <C>
Working capital, net $ 1,879
Other noncurrent assets 3,638
Goodwill and other intangibles 11,232
Long-term liabilities and debt (635)
________
Total cash paid, net of cash acquired,
including $2 million escrow deposit $16,114
=======
</TABLE>
Assuming the acquisitions discussed above and the Infonet acquisition in
October 1994 were consummated on January 1, 1994, consolidated revenues and
net income on a proforma basis for the six months ended June 30, 1994 would
have been $166.7 million and $1.1 million, respectively. Loss per share on a
proforma basis for the same period would have been $1.08.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
RESULTS OF OPERATIONS: SECOND QUARTER 1995 COMPARED TO 1994
Consolidated net revenues of $107.1 million represented a 53% increase
over the 1994 revenues of $70 million. Operating income of $17.3 million in
1995 exceeded the comparable 1994 period by 31%. Net income of $5.7 million
improved significantly versus $2.8 million in 1994. The improvement in the
Company's operating results for the 1995 period reflects increased revenues
and operating income from each of the Company's three operating groups
primarily on the strength of national advertising and promotion expenditures.
Net income per share of $.32 in 1995 improved versus an $.80 per share loss
in 1994 due to the favorable results from operations and the $1.05 per share
impact of settlement rights accretion and dividends in 1994. All comparisons,
unless otherwise noted, are for the three-month period ended June 30, 1995
versus the comparable 1994 period.
IN-STORE MARKETING. The In-store Marketing Group contributed $84.2
million of revenues in 1995, an increase of 74%, compared to $48.4 million in
1994. All of the group's product revenues improved versus the 1994 period.
The growth of advertising and promotion revenues and additional revenues from
the Infonet and Powerforce acquisitions were the major contributors.
Advertising revenues totaled $14.6 million in 1995, an increase of 16%
compared to 1994. Promotion revenues totaling $22.3 million significantly
improved from $12.1 million in 1994. International revenues of $8.4 million
exceeded 1994 by 66% primarily due to growth from Actmedia Canada. The
Powerforce acquisition added $20.1 million of revenues in the 1995 period.
Operating income of $10.3 million increased by 39%, from $7.4 million in
the 1994 period, due primarily to increased revenues. The 1994 period
included a $1 million nonrecurring expense. The operating margin was
approximately 12% in 1995 versus 15% in 1994 due to the lower margins
associated with promotion services and Powerforce. Excluding the operating
results of Powerforce, which operates with a higher level of variable
expenses, the In-store Marketing Group's operating margin increased to 16% in
1995.
TELEVISION. The Television Group revenues of $11.7 million in 1995 were
essentially level with 1994. Revenues improved 6% compared to 1994 on a same
station basis and the 1994 period included an additional $.5 million of
political revenues. The Television Bureau of Advertising Time Sales Survey
reported that industry-wide gross local revenues increased by 8% and national
revenues were up 6% during the quarter compared to 1994. The Television
Group's national revenues increased 21% and local revenues improved 2%
compared to the 1994 period on a same station basis. All of the Television
Group's stations, except the Charleston, WV station, generated improved
revenues and operating income in 1995 compared to the 1994 period.
Operating income of $4.9 million increased by 14% compared to 1994
primarily as a result of the higher revenues and favorable mix of increased
national revenues. The operating margin improved from 39% in 1994 to 42% in
1995 on a same station basis. The Plattsburgh, NY/Hanover, VT stations
contributed 59% of the operating income improvement due primarily to a
significant increase in national advertising revenues.
<PAGE>
RADIO. The Radio Advertising Bureau reported that combined national
revenues grew 10% and local spot revenues improved 10% in the second quarter
of 1995 versus the same period in 1994 for the radio industry. Net revenues
of the Radio Group increased by 12% from $10 million in 1994 to $11.2 million
in 1995. The Radio Group's national and local revenues grew by 15% and 11%,
respectively. The significant contributors to the revenue growth were the
St. Louis and Rochester duopolies and the Portland stations. The Cincinnati
station's revenues declined due to the direct format competition discussed in
previous filings.
Operating income grew from $2.3 million in 1994 to $2.9 million in 1995
primarily as a result of the improved revenues. The operating margin
improved from 23% in 1994 to 26% in 1995.
CORPORATE EXPENSES. Corporate expenses of $.9 million in 1995 increased
by $.1 million versus the 1994 period.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization of $7.1
million in 1995 increased by 1% compared to 1994.
OTHER NONRECURRING. Other nonrecurring expense in 1994 included $1
million of noncash expense for accrued stock appreciation rights. The payment
of the rights was completed in January 1995.
INTEREST EXPENSE. Interest expense increased from $7.4 million in 1994
to $8.8 million in the 1995 period due primarily to higher interest rates and
higher debt levels.
NET INCOME. Primarily as a result of an additional $4 million of
operating income reduced by higher interest expense and income taxes, the
Company improved its net income from $2.8 million in 1994 to $5.7 million in
1995.
RESULTS OF OPERATIONS: SIX MONTHS 1995 COMPARED TO 1994
Consolidated net revenues of $190.4 million increased by 41% over the
1994 revenues of $135.3 million. Operating income of $28.2 million in 1995
exceeded the comparable 1994 period by 37%. Net income of $7.2 million
improved significantly versus $2.2 million in 1994. The improvement in the
Company's operating results for the 1995 period reflects advertising and
promotion revenue growth and additional revenues from Infonet and Powerforce
acquisitions by the In-store Marketing Group and increased national and local
advertising revenues by the Television and Radio Groups. The income per share
of $.41 improved in 1995 versus a $1.01 per share loss in 1994 due to the
favorable results from operations and the $1.14 per share impact of
settlement rights acrretion and dividends in 1994. All comparisons unless
otherwise noted, are for the six-month period ended June 30, 1995 versus the
comparable 1994 period.
IN-STORE MARKETING. The In-store Marketing Group contributed $148.5
million of revenues in 1995, an increase of 54%, compared to $96.3 million in
1994. The growth of advertising and promotion revenues and additional
revenues from the Infonet and Powerforce acquisitions were the major
contributors. Advertising revenues totaled $27.7 million in 1995, an increase
of 20% compared to 1994. Promotion revenues totaling $36.2 million increased
33% compared to 1994. International revenues of $14.8 million grew by 69%
versus 1994 as Actmedia Canada contributed an additional $5.6 million of
revenues. The Powerforce acquisition added $32.7 million of revenues in the
1995 period.
Operating income of $16 million increased by 44%, from $11.4 million in
the 1994 period due primarily to increased revenues. The 1994 period
included a $1.6 million nonrecurring charge. The operating margin was
approximately 11% in 1995 versus 12% in 1994 due to Powerforce. Excluding
Powerforce, the operating margin was 14% in 1995.
<PAGE>
TELEVISION. The Television Group generated $22 million of revenues in
1995, a 3% increase compared to $21.3 million in 1993. Revenues improved 10%
compared to 1994 on a same station basis. The Television Bureau of
Advertising Time Sales Survey reported that industry-wide gross local
revenues increased by 10% and national revenues were up 8% compared to 1994.
The Television Group's national revenues increased by 22% and local revenues
improved 5% compared to the 1994 period on a same station basis. The 1994
period also included $.5 million of additional political revenues. All of the
Television Group's stations generated improved revenues in 1995 compared to
the 1994 period.
Operating income of $8.8 million increased by 25% compared to 1994
primarily as a result of the higher revenues and favorable mix of increased
national revenues. The operating margin improved from 35% in 1994 to 40% in
1995 on a same station basis. The Oklahoma City, Pensacola, and Plattsburgh
The rate of growth of local and national advertising expenditures in the
industry slowed in July and continue to be slow going into August.
RADIO. The Radio Advertising Bureau reported that combined national
revenues grew 12% and local spot revenues improved 10% of 1995 versus the
same period in 1994 for the radio industry. Net revenues of the Radio Group
increased by 12% from $17.8 million in 1994 to $19.9 million in 1995. The
Radio Group's national and local revenues grew by 23% and 11%, respectively.
The significant contributors to the revenue growth were the St. Louis and
Rochester duopolies and the Portland stations. The Cincinnati station's
revenues declined significantly.
Operating income grew from $3.6 million in 1994 to $4.6 million in 1995
primarily as a result of the improved revenues. The operating margin
improved from 20% in 1994 to 23% in 1995.
The Radio industry has also seen a slowing in the rate of growth of
advertising expenditures in the July/August time frame.
CORPORATE EXPENSES. Corporate expenses of $1.6 million in 1995
increased by $.1 million versus the 1994 period.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization of $14.1
million in 1995 increased by 1% compared to 1994.
OTHER NONRECURRING. Other nonrecurring expense in 1994 included $1.6
million of noncash expense for accrued stock appreciation rights. The payment
of the rights was completed in January 1995.
INTEREST EXPENSE. Interest expense increased from $14.5 million in 1994
to $17.5 million in the 1995 period due primarily to higher debt levels.
NET INCOME. Primarily as a result of an additional $7.6 million of
operating income reduced by higher interest expense and income taxes, the
Company improved its net income from $2.2 million in 1994 to $7.2 million in
1995.
LIQUIDITY AND CAPITAL RESOURCES
Cash flows provided by operating activities totaling approximately $11
million in 1995 decreased slightly compared to approximately $12 million in
1994 as the improved operating results were more than offset by higher
working capital requirements. In 1995, cash flows from operations of $11
million and net borrowings of $12 million were principally utilized for the
payment of capital expenditures ($7.2 million) and acquisitions ($16.1
million).
<PAGE>
At June 30, 1995, the Company, through its Heritage Media Services, Inc.
subsidiary ("HMSI"), had a $155 million bank credit facility (the "Credit
Agreement"). HMSI is the Company's subsidiary which owns ACTMEDIA and the
Company's broadcasting properties. The Credit Agreement was comprised of an
$80 million term loan which began to amortize on December 31, 1994,
continuing until June 1999 and a $75 million reducing revolving credit
facility. The Company completed an amendment to the Credit Agreement on May
24, 1995 which renewed the available funds to $151.4 million deferring
principal payments to 1997 through 1999. At June 30, 1995, $76.4 million of
the term loan facility and $57.0 million of the revolving credit facility
were outstanding and $18.0 million of additional borrowings were available
under the Credit Agreement. The Credit Agreement includes a number of
financial and other covenants, including the maintenance of certain operating
and financial ratios and limitations on or prohibitions of dividends,
indebtedness, liens, capital expenditures, asset sales and certain other
items. Loans under the Credit Agreement are guaranteed by the Company and
HMSI's domestic subsidiaries and are secured by a pledge of the capital stock
of HMSI and its domestic subsidiaries.
On June 22, 1992, HMSI issued $150 million of 11% Senior Secured Notes
(the "Senior Notes") due June 15, 2002. Interest on the Senior Notes is
payable semi-annually. The Senior Notes rank on a parity with the
obligations under the Credit Agreement, are guaranteed by HMC, and HMSI's
domestic subsidiaries and are secured by a pledge of capital stock of HMSI
and its domestic subsidiaries.
On October 1, 1992 the Company issued $50 million of 11% Senior
Subordinated Notes (the "Subordinated Notes") due October 1, 2002. Interest
on the Subordinated Notes is payable semi-annually. The Subordinated Notes
are subordinate in right of payment to the prior payment in full of the
Credit Agreement and the Senior Notes.
The Company projects that it will generate in excess of $30 million of
net cash provided by operations during the remainder of 1995. The Company
expects the major requirements for cash for the remainder in 1995 to include
$2 million for debt principal payments, lease and contractual obligations of
$6 million, and approximately $8 million for capital expenditures. As a
result, subject to any future investments and/or acquisitions, the Company
anticipates reducing debt outstanding under its Credit Agreement with the
remainder of the net cash generated.
<PAGE>
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly cased this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HERITAGE MEDIA CORPORATION
Dated: August 11, 1995 by /s/ David N. Walthall
______________________________________
David N. Walthall
President and Chief Executive Officer
Dated: August 11, 1995 by /s/ James P. Lehr
______________________________________
James P. Lehr
Vice President and Controller
Principal Accounting Officer
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> JUN-30-1995
<CASH> 2,593
<SECURITIES> 0
<RECEIVABLES> 63,145
<ALLOWANCES> 2,905
<INVENTORY> 6,262
<CURRENT-ASSETS> 80,074
<PP&E> 107,964
<DEPRECIATION> 51,263
<TOTAL-ASSETS> 533,842
<CURRENT-LIABILITIES> 65,659
<BONDS> 361,675
<COMMON> 177
0
0
<OTHER-SE> 99,707
<TOTAL-LIABILITY-AND-EQUITY> 533,842
<SALES> 0
<TOTAL-REVENUES> 190,357
<CGS> 0
<TOTAL-COSTS> 108,874
<OTHER-EXPENSES> 53,039
<LOSS-PROVISION> 285
<INTEREST-EXPENSE> 17,476
<INCOME-PRETAX> 10,093
<INCOME-TAX> 2,866
<INCOME-CONTINUING> 7,227
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,227
<EPS-PRIMARY> 0.41
<EPS-DILUTED> 0
</TABLE>
