SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-QSB
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended March 31, 1998
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Exchange Act
For the transition period from _______ to ________
Commission File Number 0-6877
SANTA FE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Nevada 95-2452529
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
Mailing Address: P.O. Box 80037
San Diego, CA 92138
Street Address: 2251 San Diego Avenue, Suite A-151
San Diego, CA 92110
(619) 298-7201
(Registrant's Telephone Number, Including Area Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act during the preceding 12
months, and (2) has been subject to such filing requirements for the past 90
days. Yes X No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 638,019 shares of issuer's
$.10 Par Value Common Stock were outstanding as of May 8, 1998.
Transitional Small Business Disclosure Format (check one): Yes No X
<PAGE> 2
INDEX
SANTA FE FINANCIAL CORPORATION
PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Balance Sheet--March 31, 1998 (Unaudited) 3
Consolidated Statement of Income (Unaudited)--Three Months 4
ended March 31, 1998 and 1997
Consolidated Statement of Cash Flows (Unaudited)--
Three Months ended March 31, 1998 and 1997 5
Notes to Consolidated Financial Statements -March 31, 1998 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 12
<PAGE> 3
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements
Santa Fe Financial Corporation and Subsidiaries
Consolidated Balance Sheet
(Unaudited)
<TABLE>
<CAPTION>
March 31,
1998
-------------
<S> <C>
Assets
Cash and cash equivalents $ 184,404
Restricted cash 88,458
Investment in marketable securities 17,791,506
Investment in Justice Investors 5,829,114
Investment in rental property 1,907,594
Other investments 625,000
Note receivable 110,268
Other assets 287,151
----------
Total assets $ 26,823,495
==========
Liabilities and Shareholders' Equity
Liabilities
Due securities broker $ 7,196,135
Mortgage payable 1,242,007
Accounts payable and accrued expenses 223,586
Other liabilities 902,167
----------
Total liabilities 9,563,895
----------
Minority interest 3,426,697
----------
Commitments and contingencies
Shareholders' equity:
6% Cumulative, convertible, voting preferred stock
par value $.10 per share
Authorized shares - 1,000,000
Issued and outstanding - 31,800
Liquidation preference of $858,600 3,180
Common stock - par value $.10 per share
Authorized - 2,000,000
Issued and outstanding - 638,019 63,802
Additional paid-in capital 8,807,941
Unrealized gain on investment securities,
net of deferred taxes 956,194
Retained earnings 4,001,786
-----------
Total shareholders' equity 13,832,903
-----------
Total liabilities & shareholders' equity $ 26,823,495
===========
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
Santa Fe Financial Corporation and Subsidiaries
Consolidated Statement of Income
(Unaudited)
<TABLE>
<CAPTION>
Three Months ended March 31,
1998 1997
------ ------
<S> <C> <C>
Revenues:
Equity in net income of Justice
Investors $ 606,400 $ 499,712
Dividend and interest income 161,030 195,242
Net investment gain 393,677 -
Rental income 126,144 -
Other income 28,176 28,176
--------- ---------
1,315,427 723,130
--------- ---------
Costs and expenses:
Litigation - GPG 20,275 149,945
General and administrative 158,390 159,162
Professional and outside services 79,652 83,499
Property operating expenses 104,904 -
Margin interest expense 127,375 -
Mortgage interest expense 32,876 -
Depreciation 26,967 971
--------- ---------
550,439 393,577
--------- ---------
Income before income taxes
and minority interest 764,988 329,553
Income taxes 275,800 129,000
--------- ---------
Income before minority interest 489,188 200,553
Minority interest 108,498 83,691
--------- ---------
Net income $ 380,690 $ 116,862
========= =========
Basic earnings per share $ 0.60 $ 0.18
========= =========
Weighted average shares
outstanding 638,019 638,019
========= =========
Diluted earnings per share: $ 0.57 $ O.18
========= =========
Diluted weighted average shares
outstanding 669,819 638,019
========= =========
Dividends per share $ - $ -
========= =========
Comprehensive income:
Net income $ 380,690 $ 116,862
Unrealized gains on securities:
Unrealized holding gains arising
during period, net of taxes 768,925 -
--------- ---------
Comprehensive income $1,149,615 $ 116,862
========= =========
See accompanying notes to consolidated financial statements
</TABLE>
<PAGE> 5
Santa Fe Financial Corporation & Subsidiaries
Consolidated Statement of Cash Flows
(Unaudited)
<TABLE>
<CAPTION> Three Months ended March 31
1998 1997
----------- -----------
<S> <C> <C>
Operating activities
Net income $ 380,690 $ 116,862
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Equity in net income of Justice Investors (606,400) (499,712)
Minority interest 108,498 83,691
Amortization of excess of market value
over carrying value of investment (22,176) (22,176)
Depreciation 26,967 972
Changes in operating assets and liabilities:
Other assets 70,878 64,615
Accounts payable and accrued expenses 153,513 124,981
Income taxes payable - 50,858
---------- ----------
Net cash provided by (used in) operating
activities 111,970 (79,909)
---------- ----------
Investing activities
Cash distributions from Justice Investors 418,320 387,961
Changes in restricted cash 40,806 -
Purchase of Portsmouth Square stock (36,133) -
Purchase of investment securities (13,645,687) (5,456,569)
Purchase of other investments (275,000) -
Proceeds from sale of investment securities 11,577,297 5,335,589
Purchase of property, furniture and fixtures (16,475) -
---------- ----------
Net cash (used in) provided by investing
activities (1,936,872) 266,981
---------- ----------
Financing activities
Increase in due securities broker 1,529,628 -
Decrease in notes receivable 165,620 3,941
Decrease in mortgage payable (4,606) -
Dividends paid to minority shareholders
of Portsmouth Square (63,357) (67,311)
Purchase and retirement of Portsmouth
common stock - (46,377)
---------- ----------
Net cash provided by (used in)
financing activities 1,627,285 (109,747)
---------- ----------
Net (decrease) increase in cash and
cash equivalents (197,617) 77,325
---------- ----------
Cash and cash equivalents at beginning of year 382,021 127,351
---------- ----------
Cash and cash equivalents at end of period $ 184,404 $ 204,676
========== ==========
See accompanying notes.
</TABLE>
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies
---------------------------------------------------------
The consolidated financial statements included herein have been prepared by
Santa Fe Financial Corporation (the "Company"), without audit, according to
the rules and regulations of the Securities and Exchange Commission. 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 such rules and regulations, although the
Company believes the disclosures that are made are adequate to make the
information presented not misleading. Further, the consolidated financial
statements reflect, in the opinion of management, all adjustments (which
included only normal recurring adjustments) necessary to state fairly the
financial position and results of operations as of and for the periods
indicated.
It is suggested that these financial statements be read in conjunction with
the audited financial statements and the notes therein included in the
Company's Form 10-KSB for the year ended December 31, 1997.
The results of operations for the nine months ended March 31, 1998 are not
necessarily indicative of results to be expected for the full fiscal year
ending December 31, 1998.
Statement of Financial Accounting Standards No. 129, "Disclosure of
Information about Capital Structure" ("SFAS No. 129") issued by the FASB is
effective for financial statements with fiscal years ending after December 15,
1997. The new standard reinstates various securities disclosure requirements
previously in effect under Accounting Principals Board Opinion No. 15, which
has been superseded by SFAS No. 128. The Company does not expect the adoption
of SFAS No. 129 to have a material effect on its financial position or results
of operations.
Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income" ("SFAS No. 130") issued by the FASB is effective for financial
statements with fiscal years beginning after December 15, 1997. Earlier
application is permitted. SFAS 130 establishes standards for reporting and
display of comprehensive income and its components in a full set of general-
purpose financial statements. The Company has adopted SFAS effective for the
financial reporting period ended March 31, 1998.
Statement of Financial Accounting Standards No. 131, "Disclosure about
Segments of an Enterprise and Related Information" ("SFAS No. 131") issued by
the FASB is effective for financial statements beginning after December 15,
1997. The new standard requires that public business enterprises report
certain information about operating segments in complete sets of financial
statements of the enterprise and in condensed financial statements of interim
periods issued to shareholders. The Company does not expect the adoption of
SFAS No. 131 to have a material effect on its financial position or results of
operations.
<PAGE> 7
2. Investment in Justice Investors
-------------------------------
The Company's principal sources of revenue continue to be derived from the
investment of its 65.7%-owned subsidiary, Portsmouth Square, Inc.
("Portsmouth") in the Justice Investors limited partnership. Portsmouth has a
49.8% interest in the limited partnership which owns and leases a Holiday Inn
in San Francisco, California. Portsmouth also serves as one of the two
general partners of Justice Investors. Portsmouth records its investment on
the equity basis.
Condensed financial statements for Justice Investors are as follows:
JUSTICE INVESTORS
CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
March 31, 1998
--------------
<S> <C>
Assets
Total current assets $ 542,818
Property, plant and equipment, net of
accumulated depreciation of $10,496,135 5,870,418
Loan fees and deferred lease costs,
net of accumulated amortization of $93,501 216,911
---------
$6,630,147
=========
Liabilities and partners' capital
Total current liabilities $ 96,258
Long-term debt 2,379,978
Partners' capital 4,153,911
Total liabilities and ---------
partners' capital $6,630,147
=========
</TABLE>
<TABLE>
<CAPTION>
JUSTICE INVESTORS
CONDENSED STATEMENTS OF OPERATIONS
Three Months ended
March 31,
1998 1997
--------- ----------
<S> <C> <C>
Revenues $1,495,605 $1,209,103
Costs and expenses 277,934 264,704
--------- ---------
Net income $1,217,671 $ 944,399
========= =========
</TABLE>
<PAGE> 8
3. Rental Property
On December 31, 1997, the Company acquired a 55.4% controlling interest in
InterGroup Woodland Village, Inc. ("Woodland"). Woodland's major asset is a
100-unit apartment complex named Woodland Village Apartments located in
Cincinnati, Ohio. The rental property is accounted for at cost and includes
the following.
March 31, 1998
--------------
Investment in real estate:
Land $ 283,476
Buildings, improvements and equipment 2,937,129
Accumulated depreciation on buildings,
improvements and equipment (1,313,011)
---------
$ 1,907,594
=========
4. Commitments and Contingencies
-----------------------------
During 1997, the Company and the director defendants prevailed in their
defense of a shareholders' derivative suit related to the private placement of
90,000 shares of common stock and warrants for the purchase of an additional
90,000 shares to The InterGroup Corporation ("InterGroup"). As prevailing
parties, the Company and the director defendants made application to the
Superior Court for recovery of the attorney's fees and costs expended in the
successful defense of this litigation. On March 23, 1998, the trial court
entered a judgment in favor of the Company and the director defendants and
granted their applications for attorneys' fees and costs in the total amount
of approximately $936,000. On April 17, 1998, the plaintiffs filed an appeal
from that award.
During 1996, the Company's subsidiary, Portsmouth, was served with a personal
injury action in the San Francisco Superior Court. The suit named more than
60 defendants, including the managing general partner of Justice Investors and
alleges injuries suffered as a result of exposure to asbestos-containing
materials. The complaint sought an unspecified amount of damages. Portsmouth
was defended by an insurance carrier under a reservation of rights. During
1997, the trial court granted Portsmouth's motion for summary judgment, which
became final on April 13, 1998. To date, no appeal from that judgment has
been taken. Management believes that the ultimate resolution of this claim
will not have a material adverse effect on the Company's consolidated
financial position.
5. Related Party Transactions
--------------------------
As of March 31, 1998, InterGroup owned 43.1% of the Company's outstanding
common stock and 100% of the Company's preferred stock for a total of 45.8% of
all outstanding voting stock. In addition, the chairman and president of
InterGroup, who is also the Company's chairman and chief executive officer,
owned 3.9% of the Company's outstanding common stock as of March 31, 1998.
During 1997, the Company purchased a controlling 55.4% interest in Woodland
from InterGroup (See Note 3). In exchange for that interest in Woodland, the
Company issued to InterGroup 31,800 shares of 6% cumulative, convertible,
voting preferred stock. InterGroup has notified the Company that it has
elected to forego any dividend payments on the preferred stock for the first
six months of 1998.
<PAGE> 9
Certain costs and expenses, primarily salaries, rent and insurance, are
allocated between the Company and its subsidiary, Portsmouth, based on
management's estimate of the pro rata utilization of resources. During the
three months ended March 31, 1998, the Company and its subsidiary also made
payments to InterGroup totaling $31,268 for administrative costs and
reimbursement of direct and indirect costs associated with the management of
the Company's investments, including its subsidiary's partnership asset.
The Company's President and Chief Executive Officer, John V. Winfield, directs
the investment activity of the Company in public and private markets pursuant
to authority granted by the Board of Directors. Mr. Winfield also serves as
Chief Executive Officer of Portsmouth and InterGroup and directs the
investment activity of those companies. Effective April 1, 1998, an employee
of InterGroup was assigned to manage the portfolios of the Company and
Portsmouth in consultation with Mr. Winfield. The Company and Portsmouth
reimburse InterGroup for an allocated portion of the compensation and benefits
of such employee. Depending on certain market conditions and various risk
factors, the Chief Executive Officer, his family, Portsmouth and InterGroup
may, at times, invest in the same companies in which the Company invests. The
Company encourages such investments because it places personal resources of
the Chief Executive Officer and his family members, and the resources of
Portsmouth and InterGroup, at risk in connection with investment decisions
made on behalf of the Company. All of the Company's Directors serve as
directors of InterGroup and all three of the Company's Directors serve on the
Board of Portsmouth.
Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS AND PROJECTIONS
The Company may from time to time make forward-looking statements and
projections concerning future expectations. When used in this discussion, the
words "estimate," "project," "anticipate" and similar expressions, are
intended to identify forward-looking statements. Such statements are subject
to certain risks and uncertainties, including partnership distributions,
general economic conditions of the hotel industry in the San Francisco area,
securities markets, litigation and other factors, including natural disasters
and those discussed below and in the Company's Form 10-KSB for the year ended
December 31, 1997, that could cause actual results to differ materially from
those projected. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as to the date hereof. The
Company undertakes no obligation to publicly release the results of any
revisions to those forward-looking statements which may be made to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
RESULTS OF OPERATIONS
The Company's principal sources of revenue are derived from the investment of
its 65.7%-owned subsidiary, Portsmouth, in the Justice Investors limited
partnership, income received from investment of its cash and securities assets
and from rental income derived from its multifamily real property investment.
The partnership derives most of its income from a lease with Holiday Inn,
Inc., which was assumed by Bristol Hotel Company ("Bristol"), and from a lease
with Evon Garage Corporation.
<PAGE> 10
Three Months Ended March 31, 1998 Compared to Three Months
Ended March 31, 1997
Comparison of operating results for the three months ended March 31, 1998 to
the three months ended March 31, 1997, shows that net income increased 225.8%,
resulting from a 81.9% increase in total revenues, partially offset by a 39.8%
increase in costs and expenses.
The 81.9% increase in total revenues from $723,130 to $1,315,427 was primarily
attributable to a 21.3% increase in partnership income from $499,712 to
$606,400, a net investment gain of $383,677 and rental income in the amount of
$126,144 from the Company's investment in multifamily real property. The
increase in partnership income is primarily attributable to a 29.1% increase
in hotel rental income as a result of both higher occupancy rates and an
increase in the average daily room rate. Net investment income reflects
management's efforts to diversify the Company's investments to provide for an
overall higher yield. As of March 31, 1998, the Company also had pre-tax
unrealized gains on investments of $2,450,730 and pre-tax unrealized losses in
the amount of $1,072,838. The net unrealized gain on investments of $956,194
after tax, is included in shareholders' equity.
The 39.8% increase in costs and expenses from $393,577 to $550,439 is
primarily attributable to margin interest expenses associated with the
Company's investing activities and operating expenses, mortgage interest and
depreciation associated with Company's multifamily real property, which were
not incurred by the Company during the first quarter of 1997. The increase in
costs and expenses was partially offset by a decrease in the amount of
attorney's fees and costs associated with the litigation filed by GPG from
$149,945 to $20,275 and modest decreases in general and administrative
expenses and professional and outside service fees. The decrease in
litigation costs reflects reduced activity in the GPG litigation during the
first quarter of 1998 as that litigation is successfully winding down.
FINANCIAL CONDITION AND LIQUIDITY
The Company's cash flows are primarily generated by its subsidiary's
investment in the Justice Investors limited partnership, which derives the
majority of its income from its lease with Bristol and a lease with Evon
Garage Corporation. The Company also derives revenue from the investment of
its cash and securities assets and from its investment in multifamily real
property.
As a result of increases in the amount of rental income from the hotel lease,
the general partners of Justice Investors decided that there would be a
special one-third increase in the monthly distribution to limited partners
effective with the February 1997 distribution. As a result, Portsmouth's
monthly distribution increased to $139,440 from $109,580. In February 1998,
the general partners decided to continue monthly distributions at the higher
monthly rate for another year. The increases in monthly distributions were
clearly identified as special distributions and, at any time, unforeseen
circumstances could dictate a change in the amount distributed. The general
partners will continue to conduct an annual review and analysis to determine
an appropriate monthly distribution for the ensuing year. At that time, the
monthly distribution could be increased or decreased, especially if the
partnership was to participate financially in the future upgrading of the
public areas of the hotel.
The Company has diversified its investment of its cash and securities assets
in an effort to obtain an overall higher yield while seeking to minimize the
associated increased degree of risk. The Company has invested in short-term,
<PAGE> 11
income-producing instruments and in equity and debt securities when deemed
appropriate. The Company's securities investments are classified as
available-for-sale and unrealized gains and losses, net of deferred taxes, are
included in shareholders' equity. As of March 31, 1998, the Company had a net
unrealized gain on investments of $956,194 after tax, which consists of
pre-tax unrealized gains of $2,450,730 and pre-tax unrealized losses of
$1,072,838.
Realized investment gains and losses may fluctuate significantly from period
to period in the future and could have a meaningful effect on the Company's
net earnings. However, the amount of realized investment gain or loss for any
given period may have no predictive value, and variations in amount from
period to period may have no practical analytical value.
As of March 31, 1998, the Company's current assets were $18,087,657. The
Company remains liquid with a current ratio of approximately 2.2 to 1 at the
end of the quarter. Management believes that its capital resources are
currently adequate to meet its short- and long-term obligations.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
As previously reported, Guinness Peat Group plc and its subsidiary, Allied
Mutual Insurance Services Limited ("plaintiffs") had filed a shareholders
derivative suit against certain directors of the Company, InterGroup and the
Company as a nominal defendant in the Superior Court of the State of
California, County of San Diego, Case No. 685760. On March 23, 1998, the
trial court entered a judgment in favor of the Company and the director
defendants and granted their applications for attorneys' fees and costs in the
total amount of $936,026. On April 17, 1998, the plaintiffs filed an appeal
of that award.
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of the Company was held on May 5, 1998,
at he Park Hyatt Hotel in Los Angeles, California. At that meeting all of
management's nominees, John V. Winfield, John C. Love and William J.
Nance, were elected Directors of Santa Fe to serve until the next Annual
Meeting. The shareholders also voted to ratify the appointment of Price
Waterhouse LLP as the Company's independent accountants for the year ending
December 31, 1998. A tabulation of the votes is as follows:
<TABLE>
<CAPTION>
Proposal (1) - Directors: Votes for Against Abstained
--------- ------- ---------
<S> <C> <C> <C>
John V. Winfield 536,644 - 790
John C. Love 536,884 - 550
William J. Nance 536,644 - 790
Proposal (2) - Accountants:
Price Waterhouse LLP 536,814 150 470
</TABLE>
<PAGE> 12
Item 5. Other Information
On May 5, 1998, the Board of Directors of the Company approved a two-for-one
stock split of the Company's $.10 par value Common Stock in the form of a
stock dividend. The Stock dividend will be paid on June 15, 1998 to
shareholders of record as of May 22, 1998. Once effectuated, the payment of
the stock dividend will increase the number of the Company's issued and
outstanding shares of Common Stock from 638,019 to 1,276,038.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibit 27 - the Financial Data Schedule is filed as an exhibit
to this report.
(b) Registrant filed the following reports on Form 8-K
during the period covered by this report:
Date of Earliest Event Items Reported
---------------------- --------------
January 26, 1998 Changes in Registrants's certifying
accountant from Ernst & Young LLP to
Price Waterhouse LLP.
March 2, 1998 Resignation of Director of Registrant
and appointment of John C. Love as
Director.
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.
SANTA FE FINANCIAL CORPORATION
(Registrant)
Date: May 12, 1998 by /s/ John V. Winfield
----------------------------
John V. Winfield, President,
Chairman of the Board and
Chief Executive Officer
Date: May 12, 1998 by /s/ L. Scott Shields
-----------------------------
L. Scott Shields, Treasurer
and Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND CONSOLIDATED STATEMENTS OF INCOME
OF SANTA FE FINANCIAL CORPORATION AND SUBSIDIARY SET FORTH IN ITS
FORM 10-QSB REPORT FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-QSB REPORT.
<CIK> 0000086759
<NAME> SANTA FE FINANCIAL CORPORATION
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 184404
<SECURITIES> 18078657
<RECEIVABLES> 110268
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18078657
<PP&E> 3220605
<DEPRECIATION> 1313011
<TOTAL-ASSETS> 26823495
<CURRENT-LIABILITIES> 8323313
<BONDS> 0
0
3180
<COMMON> 63802
<OTHER-SE> 18433200
<TOTAL-LIABILITY-AND-EQUITY> 26823495
<SALES> 732544
<TOTAL-REVENUES> 1315427
<CGS> 0
<TOTAL-COSTS> 137780
<OTHER-EXPENSES> 412659
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 764988
<INCOME-TAX> 275800
<INCOME-CONTINUING> 380690
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 380690
<EPS-PRIMARY> .60
<EPS-DILUTED> .57
</TABLE>
