<PAGE> 1
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 PERIOD ENDED NOVEMBER 30, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE
NO. 1-9944
CHAPARRAL STEEL COMPANY
Incorporated in
STATE OF DELAWARE
IRS Employer Identification
NO. 75-1424624
300 WARD ROAD
MIDLOTHIAN, TEXAS 76065
Telephone: (972) 775-8241
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 periods 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 ____.
28,368,400 Shares of Common Stock, Par Value $.10 Outstanding at January 8,
1997.
1 of 13
<PAGE> 2
INDEX
CHAPARRAL STEEL COMPANY
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
- ----------------------------- ----
<S> <C>
Item 1. Financial Statements (Unaudited)
Condensed consolidated balance sheets--November 30,
1996 and May 31, 1996 3
Condensed consolidated statements of income--three and six
months ended November 30, 1996 and 1995 4
Condensed consolidated statements of cash flows
--six months ended November 30, 1996 and 1995 5
Notes to condensed consolidated financial statements
--November 30, 1996 6
Independent accountants' review report 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 11
- ----------
</TABLE>
2
<PAGE> 3
CONDENSED CONSOLIDATED BALANCE SHEETS
CHAPARRAL STEEL COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
(Unaudited)
November 30, May 31,
1996 1996
---------- ----------
(In thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 9,345 $ 20,014
Trade accounts receivable, net of allowance
of $1.9 million and $2.8 million, respectively 58,349 49,530
Inventories 135,449 121,791
Prepaid expenses 11,503 7,757
---------- ----------
TOTAL CURRENT ASSETS 214,646 199,092
PROPERTY, PLANT AND EQUIPMENT
Buildings and improvements 55,797 55,342
Machinery and equipment 453,002 436,886
Land 1,288 1,288
---------- ----------
510,087 493,516
Less allowance for depreciation (294,677) (279,447)
---------- ----------
215,410 214,069
OTHER ASSETS
Goodwill, commissioning costs and other assets,
net of accumulated amortization of $29.8 million
and $27.3 million, respectively 59,889 62,176
---------- ----------
$ 489,945 $ 475,337
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Trade accounts payable $ 29,824 $ 34,131
Accrued interest payable 1,382 1,402
Other accrued expenses 23,436 14,470
Current portion of long-term debt 12,459 12,366
---------- ----------
TOTAL CURRENT LIABILITIES 67,101 62,369
LONG-TERM DEBT 66,893 66,697
DEFERRED INCOME TAXES
AND OTHER CREDITS 51,180 51,306
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value, 500,000
authorized, none outstanding - -
Common stock, $.10 par value, 28,363,400 and
28,707,400 shares outstanding, respectively 2,994 2,994
Paid-in capital 178,526 178,517
Retained earnings 140,411 126,885
Cost of common stock in treasury (17,160) (13,431)
---------- ----------
304,771 294,965
---------- ----------
$ 489,945 $ 475,337
========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
3
<PAGE> 4
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
CHAPARRAL STEEL COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended Six months ended
November 30, November 30,
1996 1995 1996 1995
---- ---- ---- ----
(In thousands except per share)
<S> <C> <C> <C> <C>
Net sales $ 143,637 $ 154,990 $ 293,164 $ 293,131
Costs and expenses:
Cost of sales (exclusive of items stated
separately below) 113,497 121,367 232,362 233,448
Depreciation and amortization 8,879 8,090 17,751 16,178
Selling, general and administrative 7,259 6,778 14,603 12,510
Interest 2,182 2,618 4,326 5,238
Other income (752) (1,137) (1,814) (2,243)
--------- --------- --------- ---------
131,065 137,716 267,228 265,131
INCOME BEFORE INCOME TAXES 12,572 17,274 25,936 28,000
Provision for income taxes 4,524 6,789 9,574 11,087
--------- --------- --------- ---------
NET INCOME $ 8,048 $ 10,485 $ 16,362 $ 16,913
========= ========= ========= =========
Average shares outstanding 28,708 29,749 28,806 29,777
========= ========= ========= =========
Per common share:
NET INCOME $ .28 $ .35 $ .57 $ .57
========= ========= ========= =========
CASH DIVIDENDS $ .05 $ .05 $ .10 $ .10
========= ========= ========= =========
</TABLE>
See notes to condensed consolidated financial statements.
4
<PAGE> 5
(Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CHAPARRAL STEEL COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
Six months ended
November 30,
1996 1995
---- ----
(In thousands)
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 16,362 $ 16,913
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 17,751 16,178
Deferred income taxes (988) (905)
Other deferred credits 862 662
Changes in operating assets and liabilities:
Trade accounts receivable, net (8,819) 537
Inventories (13,658) (5,488)
Prepaid expenses (3,746) (4,669)
Trade accounts payable (4,307) (7,422)
Accrued interest payable (20) (39)
Other accrued expenses 8,966 7,522
-------- ---------
Net cash provided by operating activities 12,403 23,289
INVESTING ACTIVITIES
Capital expenditures (17,276) (10,262)
Other 521 417
-------- ---------
Net cash used in investing activities (16,755) (9,845)
FINANCING ACTIVITIES
Long-term borrowings 456 52
Repayments on long-term debt (167) (1,403)
Purchase of treasury stock (3,770) (6,402)
Dividends paid (2,836) (2,968)
-------- ---------
Net cash used in financing activities (6,317) (10,721)
-------- ---------
Increase (decrease) in cash and cash equivalents (10,669) 2,723
Cash and cash equivalents at beginning of period 20,014 19,140
-------- ---------
Cash and cash equivalents at end of period $ 9,345 $ 21,863
======== =========
</TABLE>
See notes to condensed consolidated financial statements.
5
<PAGE> 6
(Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CHAPARRAL STEEL COMPANY AND SUBSIDIARIES
November 30, 1996
NOTE A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements of
Chaparral Steel Company and Subsidiaries (the "Company") have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q. Accordingly, they do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the six month period ended November 30, 1996 are not necessarily
indicative of the results that may be expected for the year ending May 31,
1997. For further information, refer to the consolidated financial statements
and footnotes thereto included in the Company's annual report on Form 10-K for
the year ended May 31, 1996.
NOTE B - Earnings Per Share
Texas Industries, Inc. ("TXI") owned 100% of the Company from November 1985,
when it acquired the remaining 50% of the outstanding securities of the Company
from Co-Steel Inc. ("Co-Steel"), until July 1988, when approximately 19.8% of
the outstanding securities were sold in an initial public offering of common
stock by the Company. Under terms of the purchase agreement between TXI and
Co-Steel, TXI made a $42 million initial cash payment and made a $73 million
final payment in August 1990.
The acquisition by TXI has been accounted for using the purchase method of
accounting. The $115 million total purchase price exceeded the value of
acquired assets by $83 million and the excess was recorded as goodwill and
additional paid- in-capital. During May 1995, the Company recorded a $9.4
million adjustment to the original amount of goodwill. The amount of goodwill,
net of accumulated amortization included in other assets was $58.2 million,
$59.2 million and $61.2 million at November 30, 1996, May 31, 1996 and 1995,
respectively. This goodwill is being amortized over 40 years using the
straight-line method and reduced earnings by $.5 million and $1.0 million in
the three and six months ended November 30, 1996 and 1995, respectively.
Management reviews the remaining goodwill with consideration toward recovery
through future operating results (undiscounted) at the current rate of
amortization.
Net income per common share is calculated based upon a weighted average shares
outstanding.
NOTE C - Income Tax Provision
The provision for income taxes has been calculated on the basis of an estimated
annual rate. The current year effective tax rates declined from the prior year
due to a decrease in the state tax provision. Goodwill amortization
contributed to the difference between provision amounts and income tax amounts
computed by applying the statutory federal income tax rates.
6
<PAGE> 7
NOTE D - Inventories
<TABLE>
<CAPTION>
Inventories consist of the following:
November 30, May 31,
1996 1996
---- ----
(In thousands)
<S> <C> <C>
Finished goods $ 80,196 $ 64,962
Work in process 10,377 11,851
Raw materials 18,833 21,082
Rolls and molds 21,594 20,693
Supplies 16,986 16,377
LIFO adjustment (12,537) (13,174)
---------- ----------
$ 135,449 $ 121,791
========== ==========
</TABLE>
Inventories are stated at the lower of cost (last-in, first-out) or market,
except rolls which are stated at cost (specific identification) and supplies
which are stated at average cost.
NOTE E - Commissioning Costs
The Company's policy for new facilities is to capitalize certain costs until
the facility is substantially complete and ready for its intended use. The
large beam mill was substantially complete and ready for its intended use in
the third quarter of fiscal 1992 with a total of $15.1 million of costs
deferred, including $4.4 million of interest and $3.4 million of depreciation.
The amounts of commissioning costs (net of amortization) were $.5 million and
$2 million at November 30, 1996 and May 31, 1996, respectively. Amortization
of $1.5 million was recorded in the first six months of fiscal 1997 and 1996,
respectively, based on a five year period.
NOTE F - Contingencies
The Company and subsidiaries are defendants in lawsuits which arose in the
normal course of business. In management's judgment (based on the opinion of
counsel) the ultimate liability, if any, from such legal proceedings will not
have a material effect on the Company's financial position.
The Company is subject to federal, state and local environmental laws and
regulations concerning, among other matters, air emission, furnace dust
disposal and wastewater discharge. The Company believes it is in substantial
compliance with applicable environmental laws and regulations. Notwithstanding
such compliance, if damage to persons or property or contamination of the
environment has been or is caused by the conduct of the Company's business or
by hazardous substances or wastes used in, generated or disposed of by the
Company, the Company could be held liable for such damages and be required to
pay the cost of investigation and remediation of such contamination. The
amount of such liability could be material. Changes in federal, state or local
laws, regulations or requirements or discovery of unknown conditions could
require additional expenditures by the Company.
NOTE G - New Accounting Pronouncements
The adoption of Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
To Be Disposed Of", effective June 1, 1996, had no effect on the financial
statements of the Company. The Company has elected to continue utilizing the
accounting for stock issued to directors and employees prescribed by APB No.
25, and therefore, the required adoption of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", is expected to
have no effect on the financial position or results of operations of the
Company.
7
<PAGE> 8
EXHIBIT A
Independent Accountants' Review Report
Board of Directors
Chaparral Steel Company
We have reviewed the accompanying condensed consolidated balance sheet of
Chaparral Steel Company and subsidiaries as of November 30, 1996, and the
related condensed consolidated statements of income for the three month and six
month periods ended November 30, 1996 and November 30, 1995, and the condensed
consolidated statements of cash flows for the six month periods ended November
30, 1996 and November 30, 1995. These financial statements are the
responsibility of the Company's management.
We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted
in accordance with generally accepted auditing standards, which will be
performed for the full year with the objective of expressing an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
referred to above for them to be in conformity with generally accepted
accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Chaparral Steel Company as of May
31, 1996, and the related consolidated statements of income, stockholders'
equity, and cash flows for the year then ended (not presented herein), and in
our report dated July 12, 1996, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth
in the accompanying condensed consolidated balance sheet as of May 31, 1996, is
fairly stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.
Ernst & Young LLP
Dallas, Texas
December 19, 1996
8
<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
Comparison of operations and financial condition for the three and six months
ended November 30, 1996 to the three and six months ended November 30, 1995.
RESULTS OF OPERATIONS
A 28,000 ton decrease in shipments resulted in an $11.4 million decrease in net
sales in the three month period ended November 30, 1996 compared to the same
quarter in the prior year. Net sales were virtually unchanged at $293.2 million
in the six month period ended November 30, 1996 as average selling price and
shipments were comparable to those in the prior year. Although structural
shipments decline by 14% from the November 1995 quarter, U.S. nonresidential
construction activity remains consistent with a relatively stable and
satisfactory level of demand. However, construction volume is generally
dependent on the health of the economy and changes in interest rates.
Shipments of bar products rebounded in the November 1996 quarter due to
increased demand from fabricators.
Cost of sales (exclusive of depreciation and amortization) decreased $7.9
million to $113.5 million for the three month period ended November 30, 1996
compared to the same period in the prior year. The decrease was predominately
caused by the decrease in shipments of 28,000 tons. Cost of sales decreased
$1.1 million to $232.4 million for the six month period ended November 30, 1996
compared to the same period in the prior year due primarily to a 3,000 ton
decrease in shipments offset by slightly higher scrap costs. Scrap prices are
expected to follow their seasonal pattern of moving slightly upward during the
winter but are expected to moderate in the spring.
Depreciation expense increased from the prior year periods due to increased
levels of capital spending. Depreciation is computed using the straight-line
method over the estimated useful lives of the property. Amortization of
goodwill and commissioning costs were unchanged from the levels in the prior
year.
Selling, general and administrative expense increased $.5 million and $2.1
million in the three and six month periods ended November 30, 1996 compared to
the prior year periods primarily due to increases in employee incentive
programs which are based on profitability.
Interest expense decreased $.4 million and $.9 million in the three and six
month periods ended November 30, 1996 compared to the same periods in the prior
year. Interest expense in the current periods was reduced by repayments of
long-term debt which is principally at fixed rates.
The provision for income taxes has been calculated on the basis of an estimated
annual rate. The current year effective tax rates declined from the prior year
due to a decrease in the state tax provision. Goodwill amortization
contributed to the difference between provision amounts and income tax amounts
computed by applying the statutory federal income tax rates.
9
<PAGE> 10
CAPITAL RESOURCES AND LIQUIDITY
Working capital increased $10.8 million to an all-time high of $147.5 million
at November 30, 1996. Net income of $16.4 million provided additional working
capital in the first six months of fiscal 1997. Accounts receivable increased
$8.8 million from the prior fiscal year-end due to changes in the Company's
discount policy. Inventories increased $13.7 million due to record production
in the melt shop and reduced shipments in the November 1996 quarter as steel
service centers decreased their inventories. Accounts payable decreased $4.3
million to a more normal level of $29.8 million at November 30, 1996. Other
accrued expenses increased $9 million to $23.4 million due to increases in
accruals for income and property taxes. The other components of working
capital were virtually unchanged from the previous fiscal year-end. Net cash
provided by operating activities in the six months ended November 30, 1996
decreased by $10.9 million due primarily to the change in net cash provided by
accounts receivable and inventories described above. As a result, cash and
cash equivalents decreased $10.7 million from the previous fiscal year-end
after the Company bought $17.3 million of capital additions, purchased $3.8
million of treasury stock and paid cash dividends of $2.8 million.
Capital expenditures for the six months ended November 30, 1996 totaled $17.3
million and are estimated to be approximately $40 million in fiscal 1997. The
anticipated spending includes upgrades for the Recycled Products and Bar
Products business units of approximately $20 million.
The Company's capitalization of $371.7 million at November 30, 1996, consisted
of $66.9 million of long-term debt and $304.8 million of stockholders' equity.
The current portion of long-term debt totaled $12.5 million at November 30,
1996. The Company's average interest rate on long-term debt is 11%. The
Company's payments of principal and interest are expected to be approximately
$22 million during the next twelve months.
The Company is subject to federal, state and local environmental laws and
regulations concerning, among other matters, waste water effluent, air
emissions and electric arc furnace ("EAF") dust disposal. From time to time,
the Company is involved in litigation relating to claims arising in the
ordinary course of business operations. No litigation (based on the opinion
of counsel) is pending against or currently affects the Company, the ultimate
liability of which, if any, would have a material effect on the Company's
financial position or results of operations. The Company maintains a hazardous
waste liability policy against certain third party claims, which insurance the
Company believes to be adequate in relation to the Company's business.
Effective January 1, 1997, the Company has a short-term credit facility with a
bank totaling $10 million which will expire December 31, 1997 if not renewed by
the banks or the Company. The Company believes that it will be able to renew
this credit facility or negotiate similar arrangements with other financial
institutions if they are deemed necessary. The Company expects that current
financial resources and anticipated cash provided by operations in fiscal 1997
will be sufficient to provide funds for capital expenditures, meet scheduled
debt payments and satisfy other known working capital needs for fiscal 1997.
If additional funds are required to accomplish long-term expansion of its
productive capabilities, the Company believes that funding can be obtained to
meet such requirements.
10
<PAGE> 11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of the Stockholders held October 16, 1996,
stockholders elected as Directors if the Company, Robert Alpert, John M. Belk,
Gordon E. Forward, Gerald R. Heffernan, Eugenio Clariond Reyes and Robert D.
Rogers, to terms expiring in 1997. Votes cast to elect the Directors were as
follows:
<TABLE>
<CAPTION>
Shares withheld
Shares for and against
---------- -----------
<S> <C> <C>
Robert Alpert 27,887,492 18,350
John M. Belk 27,886,192 19,650
Gordon E. Forward 27,868,492 37,350
Gerald R. Heffernan 27,885,892 19,950
Eugenio Clariond Reyes 27,883,202 22,640
Robert D. Rogers 27,870,192 35,650
</TABLE>
Item 6. Exhibits and Reports on Form 8-K.
The following exhibits are included herein:
(11) Statement re: Computation of earnings per share
(15) Letter re: Unaudited interim financial information
(27) Financial Data Schedule
The Registrant did not file any reports on Form 8-K during the three months
ended November 30, 1996.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
CHAPARRAL STEEL COMPANY
January 9, 1997 /s/ RICHARD M. FOWLER
- --------------- -----------------------------
Richard M. Fowler
Vice President-Finance
and Treasurer
January 9, 1997 /s/ LARRY L. CLARK
- --------------- -----------------------------
Larry L. Clark
Vice President - Controller
and Assistant Treasurer
11
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
(11) Statement re: Computation of earnings per share
(15) Letter re: Unaudited interim financial information
(27) Financial Data Schedule
</TABLE>
<PAGE> 1
EXHIBIT 11
COMPUTATION OF EARNINGS PER SHARE
CHAPARRAL STEEL COMPANY AND SUBSIDIARIES
<TABLE>
<CAPTION>
Three months ended Six months ended
November 30, November 30,
1996 1995 1996 1995
---- ---- ---- ----
(In thousands except per share)
<S> <C> <C> <C> <C>
AVERAGE SHARES OUTSTANDING
Primary:
Average shares outstanding 28,361 29,587 28,462 29,634
Stock options - treasury stock method
using average market prices 347 162 344 143
-------- ---------- -------- --------
TOTALS 28,708 29,749 28,806 29,777
======== ========== ======== ========
Fully diluted:
Average shares outstanding 28,361 29,587 28,462 29,634
Stock options - treasury stock method
using end of quarter market
price if higher than average 347 214 344 188
-------- ---------- -------- --------
TOTALS 28,708 29,801 28,806 29,822
======== ========== ======== ========
INCOME APPLICABLE
TO COMMON STOCK
Primary and fully diluted:
Net income $ 8,048 $ 10,485 $ 16,362 $ 16,913
Add:
Pre-September 1990 contingent
price amortization 58 58 116 116
-------- ---------- -------- --------
$ 8,106 $ 10,543 $ 16,478 $ 17,029
======== ========== ======== ========
PER SHARE
Net income per common share:
Primary $ .28 $ .35 $ .57 $ .57
======== ========== ======== ========
Fully diluted $ .28 $ .35 $ .57 $ .57
======== ========== ======== ========
</TABLE>
<PAGE> 1
EXHIBIT 15
Board of Directors
Chaparral Steel Company
We are aware of the incorporation by reference in the Registration Statement
(Form S-8 No. 33-39626) pertaining to the Chaparral Steel Company Stock Option
Plan of our report dated December 19, 1996, relating to the unaudited condensed
consolidated interim financial statements of Chaparral Steel Company and
subsidiaries which are included in its Form 10- Q for the quarter ended
November 30, 1996.
Pursuant to Rule 436(c) of Securities Act of 1933 our report is not a part of
the Registration Statement prepared or certified by accountants within the
meaning of Section 7 or 11 of the Securities Act of 1933.
Ernst & Young LLP
Dallas, Texas
January 6, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1997
<PERIOD-START> JUN-01-1996
<PERIOD-END> NOV-30-1996
<CASH> 9,345
<SECURITIES> 0
<RECEIVABLES> 58,349
<ALLOWANCES> 1,900
<INVENTORY> 135,449
<CURRENT-ASSETS> 214,646
<PP&E> 510,087
<DEPRECIATION> 294,677
<TOTAL-ASSETS> 489,945
<CURRENT-LIABILITIES> 67,101
<BONDS> 66,893
0
0
<COMMON> 2,994
<OTHER-SE> 301,777
<TOTAL-LIABILITY-AND-EQUITY> 489,945
<SALES> 293,164
<TOTAL-REVENUES> 293,164
<CGS> 232,362
<TOTAL-COSTS> 232,362
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 150
<INTEREST-EXPENSE> 4,325
<INCOME-PRETAX> 25,936
<INCOME-TAX> 9,574
<INCOME-CONTINUING> 16,362
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,362
<EPS-PRIMARY> 0.57
<EPS-DILUTED> 0.57
</TABLE>
