<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________________
FORM 8-K/A
Amendment No. 2 and Final Amendment to
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
___________________
Date of report (Date of earliest event reported): April 25, 1996
BARRA, INC.
(Exact name of registrant as specified in its charter)
California 0-19690 94-2993326
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1995 UNIVERSITY AVENUE, BERKELEY, CA 94704-1058
(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (510) 548-5442
None
(Former Name or Former Address, if Changed Since Last Report)
The purpose of this Amendment is to file additional materials with the
Securities and Exchange Commission in connection with the reported event and to
describe the terms of the consummation of the reported event.
_______________________________________________________________________________
This Amendment No. 2 to Form 8-K consists of 4 pages.
<PAGE>
This Amendment No. 2 amends the Form 8-K Current Report pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934, filed by BARRA, Inc. (the
"Registrant"), with the Securities and Exchange Commission (the "Commission") on
April 26, 1996, and amended on July 3, 1996, relating to an Agreement and Plan
of Reorganization (the "Agreement") entered into between the Registrant, Rogers,
Casey & Associates, Inc. ("RCA"), Stephen Rogers and John F. Casey dated April
25, 1996, and amended on July 23, 1996, which provides for the issuance of
481,366 shares of Registrant's common stock, without par value, for all of the
outstanding shares of RCA. In addition, RCA option holders have exchanged all
of their RCA options for options to purchase 30,257 shares of Registrant's
common stock.
Item 2. Acquisition or Disposition of Assets.
(a) On July 24, 1996, the Registrant consummated the transactions
contemplated in the Agreement. Pursuant to the terms of the Agreement, RCA was
merged with a wholly-owned subsidiary of the Registrant, with RCA remaining as
the surviving corporation (the "Merger"). Each issued and outstanding share of
common stock of RCA was converted into 5.03623 shares of the Registrant's Common
Stock, for a total exchange of 481,366 shares of the Registrant's Common Stock
(in addition RCA option holders have exchanged all of their RCA options for
options to purchase 30,257 shares of Registrant's common stock). Subsequent to
the Merger, RCA became a wholly-owned subsidiary of Registrant. Pursuant to an
understanding between the Registrant and RCA, John F. Casey was appointed to
the Board of the Registrant on July 25, 1996.
(b) RCA is an investment consulting and special assets advisory firm.
The Registrant intends to continue the business of RCA as previously conducted.
Item 7. Financial Statements, PRO FORMA Financial Information and Exhibits
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED: Financial Statements of
RCA and its Subsidiaries. Filed as Exhibit 99.5 to Amendment No. 1 to Form 8-K
of the Registrant dated April 26, 1996, and amended July 3, 1996, and
incorporated by reference in this Amendment No. 2 to Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION: The Registrant and its
Subsidiaries Amended Pro Forma Condensed Combining Financial Information, filed
as Exhibit 99.2 to this Amendment No. 2 to Form 8-K
(c) EXHIBITS: The Agreement. The original Agreement (prior to its
amendment on July 23, 1996) was filed as Exhibit 99.10 to Amendment No. 1 to
Form 8-K of the Registrant dated April 26, 1996, and amended July 3, 1996, and
is incorporated by reference in this Amendment No. 2 to Form 8-K. The July 23,
1996, Amendment to the Agreement is filed as Exhibit 2.1 to this Amendment No.
2 to Form 8-K.
[Remainder of page intentionally left blank]
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: August 8, 1996 BARRA, INC.
By: /s/ James D. Kirsner
-------------------------------
Title: Chief Financial Officer
-----------------------------
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION REFERENCE TO PRIOR FILINGS
<S> <C> <C>
99.1 Financial Statements of RCA and its Subsidiaries. Filed as Exhibit 99.5 to Amendment No. 1
to Form 8-K of the Registrant dated April
26, 1996 and amended July 3, 1996, and
incorporated by reference in this
Amendment No. 2 to Form 8-K.
99.2 The Registrant and its Subsidiaries Amended Pro
Forma Condensed Combining Financial Information
2.1 The Agreement and Plan of Reorganization by and The original Agreement (prior to its
among Registrant, RCA, Stephen Rogers and John F. amendment on July 23, 1996)
Casey dated April 25, 1996, and amended on July was filed as Exhibit 99.10 to Amendment No. 1 to Form
23, 1996 (the "Agreement"). 8-K of the Registrant dated April 26, 1996,
and amended July 3, 1996, and is
incorporated by reference in this
Amendment No. 2 to Form 8-K. The July
23, 1996, Amendment to the Agreement
is filed as Exhibit 2.1 to this Amendment
No. 2 to Form 8-K.
</TABLE>
<PAGE>
Exhibit 2.1
[Agreement and Plan of Reorganization by and among
Registrant, RCA, Stephen Rogers and John F. Casey
dated April 25, 1996 filed as Exhibit 99.10 to
Form 8-K of the Registrant dated April 26, 1996,
and amended July 3, 1996, is incorporated
by reference]
<PAGE>
AMENDMENT TO
AGREEMENT AND PLAN OF REORGANIZATION
July 23, 1996
THIS AMENDMENT (the "Amendment") is made and entered into this 23rd
day of July, 1996 among BARRA, INC., a California corporation ("BARRA"), ROGERS,
CASEY & ASSOCIATES, INC., a Delaware corporation ("RCA") and each of Stephen
Rogers and John F. Casey (individually an "RCA Shareholder" and collectively,
the "RCA Shareholders") and amends the Agreement and Plan of Reorganization
dated April 25, 1996 (the "Agreement") among BARRA, RCA and the RCA
Shareholders. Capitalized terms not defined herein have the meanings given to
them in the Agreement.
In consideration of the mutual promises made herein and in the
Agreement, and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Section 3.2 of the Agreement is hereby amended to add new
subsection (r) as follows:
"(r) within ten (10) days after the Closing, RCA shall have caused
each RCA Subsidiary to adopt a formal code of ethics."
2. Section 4(i) of the Agreement is hereby amended and replaced in its
entirety with the following:
(i) CODE OF ETHICS. RCIA has adopted a formal code of ethics, a
true, complete and accurate copy of which is attached hereto as Schedule 4(i) of
the RCA Disclosure Statement. RCA and the remaining RCA Subsidiaries have not
adopted a formal code of ethics although RCA has been advised by its counsel
that each of the RCA Subsidiaries is required to have adopted a code of ethics.
Their failure to have a formal code of ethics shall not have a materially
adverse effect on the business of RCA or such RCA Subsidiaries. The policies of
RCA and each RCA Subsidiary (except RCMS) with respect to avoiding conflicts of
interest are as set forth in their respective Forms ADV, as amended, which has
been delivered to BARRA. To the best of RCA's knowledge, there have been no
material instances of non-compliance with such policies since their adoption,
except as listed on the RCA Disclosure Statement.
3. Section 5(h) of the Agreement is hereby amended and replaced in its
entirety with the following:
"(h) CAPITALIZATION. As of March 31, 1996, the authorized capital
stock of BARRA consisted of (i) 40,000,000 shares of Common Stock, no par value,
of which 7,819,120 shares were issued and outstanding and (ii) 10,000,000 shares
of preferred stock, no par value, of which none were issued and outstanding. As
of December 31, 1995, there were 2,200,000 shares of BARRA Common
<PAGE>
Stock, no par value, authorized for issuance upon exercise of stock options
granted or to be granted pursuant to BARRA's 1991 Stock Option Plan, and options
to purchase 1,509,020 shares were outstanding. Other than as set forth in this
subsection, or in the BARRA SEC Documents, as of March 31, 1996, there are no
outstanding (i) options, agreements, calls or commitments of any character which
would obligate BARRA to issue, sell, pledge, assign or otherwise encumber or
dispose of, or to purchase, redeem or otherwise acquire, any BARRA Common Stock
or any other equity security of BARRA, or (ii) warrants or options relating to,
rights to acquire, or debt or equity securities convertible into, shares of
BARRA Common Stock or any other equity security of BARRA."
4. Section 5(d) of the Agreement is hereby amended and replaced in its
entirety with the following:
"(d) BARRA SEC DOCUMENTS. Prior to the Effective Date, BARRA will
have furnished to RCA true and complete copies of all documents (other than
preliminary material) that BARRA has filed with the SEC since December 31, 1993
and shall furnish to RCA true and complete copies of all documents that BARRA
shall file with the SEC after the date hereof (collectively, the "BARRA SEC
Documents") pursuant to the applicable requirements of the Securities Act of
1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the Investment Advisers Act of 1940, as amended,
and the Investment Company Act of 1940, as amended (collectively, the"1940
Acts"). The BARRA SEC Documents complied in all material respects with the
applicable requirements of the Securities Act, the Exchange Act and the 1940
Acts, and none of the BARRA SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading except to the extent
corrected by a subsequently filed BARRA SEC Document, and except that BARRA and
a subsidiary of BARRA, Symphony Asset Management, Inc. failed to file Forms 13F
with the SEC on a timely basis for the fiscal year ended March 31, 1996. The
financial statements of BARRA included in the BARRA SEC Documents comply as to
form in all material respects with applicable accounting requirements and with
the published rules and regulations of the SEC with respect thereto, have been
prepared in accordance with GAAP (except as may be indicated in the notes
thereto or, in the case of unaudited statements, as permitted by the rules and
regulations of the SEC) and fairly present the consolidated financial position
of BARRA and its consolidated subsidiaries as at the dates thereof and the
consolidated results of their operations and changes in financial position for
the period then ended (subject in the case of unaudited statements, to normal
recurring audit adjustments). Except as disclosed in the BARRA SEC Documents
filed prior to the execution of this Agreement, or except as contemplated by
this Agreement or on account of the transactions contemplated hereby, since the
date of the most recent BARRA SEC Document, there has not been any material
adverse change in the results of operations, financial condition, assets or
business of BARRA and its
<PAGE>
subsidiaries taken as a whole."
5. Section 10.2 of the Agreement is hereby amended and replaced in its
entirety with the following:
"10.2 SHAREHOLDERS' INDEMNIFICATION.
(a) RCA and all of the Shareholders shall jointly and severally
defend and indemnify BARRA against, and jointly and severally agree to indemnify
and hold BARRA harmless from, any and all losses, claims, damages, penalties,
liabilities, fines, injuries, costs and expenses (including attorneys' fees,
administrative expenses, prejudgment interest and court costs), incurred or
suffered by BARRA relating to or arising out of or in connection with any or all
of the following:
(i) any breach or non-fulfillment of or any inaccuracy in any
representation, warranty or covenant made by RCA or any RCA Shareholder or
failure by RCA or any RCA Shareholder to perform any obligation or covenant
to be performed by it or them pursuant to this Agreement or any document
delivered by RCA or any Shareholder at the Closing;
(ii) the failure by RCA or any RCA Subsidiary to register as an
investment adviser in any jurisdiction in which BARRA, upon the reasonable
advice of counsel, deems a registration to be necessary;
(iii) any breach by the Holder's Agent of the provisions of
Section 1(d) of the Escrow Agreement dated July 23, 1996 (the "Escrow
Agreement") by and among the Bank of San Francisco (the "Escrow Agent"),
BARRA, RCA and John F. Casey or the failure or refusal of the Holder's
Agent to provide BARRA, BARRA's stock transfer agent and/or the Escrow
Agent with any instrument or document, including, without limitation, any
necessary stock powers or signature guarantees, to effect the release of
the Escrow Shares to BARRA pursuant to the terms of the Escrow Agreement or
any escrow agreement then in effect relating to the Escrow Shares;
(iv) (A) any investigation, claim, proceeding, action or
litigation of any nature (an "Action") brought against BARRA, RCA or any
RCA subsidiary by any person or entity in any way relating to any third
party's confidential and/or proprietary information created by or disclosed
to Christine England (the "Proprietary Information"), provided, however,
that this indemnity shall not apply to any Action in which BARRA is
finally, judicially determined to have knowingly misappropriated the
Proprietary Information, and (B) any Action brought by Christine England
against BARRA, RCA and/or any RCA Subsidiary in any way relating to the
Proprietary Information, including, but not limited to, any claim for
wrongful termination involving the use, or inability of BARRA, RCA and/or
any RCA Subsidiary to use, the Proprietary Information;
<PAGE>
(v) any default under the terms of that certain Assistance
Agreement by and between the State of Connecticut acting by the Department
of Economic Development and RCA, signed by the Associate Attorney General
of the State of Connecticut on February 10, 1995 (the "Assistance
Agreement") caused by the Closing; in addition, should the State of
Connecticut (A) take no action with respect to the Assistance Agreement
within one year from the date of this Amendment or (B) require
modifications to the Assistance Agreement, or require a guarantee by BARRA
of the terms of the Assistance Agreement, which guarantee modifies the
terms of the Assistance Agreement (and provided that such modifications are
more than ministerial in nature), and BARRA refuses to make such
modifications, or give such guarantee, then in each such event BARRA shall
be entitled to make recovery against the Escrow Shares in an amount equal
to the grant amount under the Assistance Agreement, plus seven and one-half
percent (7.5%) per annum from the date of the first grant payment from the
State of Connecticut; provided, however, should BARRA, within one year from
the date of this Amendment, reach a settlement with the State of
Connecticut relating to the Assistance Agreement and make payment to the
State of Connecticut in full satisfaction of all claims under the
Assistance Agreement, then the recovery against the Escrow Shares shall be
equal to such payment, plus reasonable costs and expenses (including
attorneys' fees, administrative expenses, prejudgment interest and court
costs) incurred or suffered by BARRA in connection with such settlement.
Notwithstanding the foregoing, neither RCA nor any of the Shareholders
shall have any liability under Section 10.2(a)(ii): (A) to the extent that such
registration is necessary because of a change since the Effective Date in the
applicable law, rules or regulations requiring such registration, (B) to the
extent such registration is necessary because of a change since the Effective
Date in the business or activities of RCA or any RCA Subsidiary, or (C) with
respect to any administrative or filing fees (but not penalties) for
registrations by RCA or any RCA Subsidiary as an investment adviser in any
jurisdiction after the Closing Date.
(b) Claims for indemnity made by BARRA pursuant to the provisions of
Section 10.2(a)(i) and (ii) must total $50,000 in the aggregate before BARRA can
seek reimbursement for such claims from the Shareholders (once the $50,000
threshold is met, BARRA can seek reimbursement for all additional indemnity
claims, subject to the limitations of Section 10.8)."
<PAGE>
6. Section 10.3(b) of the Agreement is hereby amended and replaced in its
entirety with the following:
"(b) Claims for indemnity made by the Shareholders pursuant to the
provisions of Section 10.3(a) must total $50,000 in the aggregate before
the Shareholders can seek reimbursement for such claims from BARRA (once
the $50,000 threshold is met, the Shareholders can seek reimbursement for
all additional indemnity claims, subject to the limitations of Section
10.8)."
7. Schedule A, Determination of Exchange Ratio is hereby amended and
replaced in its entirety with Schedule A attached hereto.
<PAGE>
IN WITNESS WHEREOF, BARRA, RCA and the RCA Shareholders have each
caused this Amendment to be signed, effective as of the date written above.
BARRA, INC.
By: /S/ James D. Kirsner
-----------------------------
Title: Chief Financial Officer
-----------------------------------
ROGERS, CASEY & ASSOCIATES, INC.
By: /S/ John F. Casey
--------------------------------------
Title: President
---------------------------
/S/ Stephen Rogers
----------------------------
Stephen Rogers
/S/ John F. Casey
----------------------------
John F. Casey
<PAGE>
Schedule A
Determination of Exchange Ratio
The Exchange Ratio is determined by dividing the Merger Consideration, as
herein defined, by the aggregate number of RCA Shares issued and outstanding on
the date of this Agreement, plus all RCA Shares that would be issued upon the
exercise of all vested and unvested options or other rights to purchase RCA
Shares minus the number of RCA Shares repurchased prior to the Effective Date
pursuant to Section 7(q). The aggregate number of shares of BARRA Common Stock
to be issued as consideration in the Merger (the "Merger Consideration") shall
equal $15.5 million minus all RCA Notes payable as reflected in the Note
Certificate delivered to BARRA pursuant to Section 4(g)(iii) of the Agreement
(as later adjusted to reflect any RCA indebtedness created pursuant to the
repurchase of any RCA Shares under Section 7(q)) (the "Base Price"), divided by
$24.23835 (the "Agreed Price").
The following formulae illustrate the foregoing provisions:
Exchange Ratio Merger Consideration
= --------------------------
all RCA Shares and options
Merger Consideration $15.5 M - Notes payable
= --------------------------
Agreed Price
EFFECTIVE DATE ADJUSTMENTS TO MERGER CONSIDERATION:
+ In the event that the RCA Expenses as defined in Section 7(j), on the
Effective Date, exceed $233,000 (after giving effect to any recoveries
by RCA of any such RCA Expenses prior to the Effective Date), the Base
Price shall be decreased by the amount of such excess.
+ In the event that RCA's borrowings under its lines of credit exceed
the $650,000 maximum established in Section 3.2(h)(6) on the Effective
Date, the Base Price shall be decreased by the amount of such excess.
<PAGE>
EXHIBIT 99.2
<PAGE>
BARRA, INC.
PRO FORMA CONDENSED COMBINING CONSOLIDATED BALANCE SHEET- AMENDED
MARCH 31, 1996
(IN THOUSANDS)
UNAUDITED
<TABLE>
<CAPTION>
HISTORICAL
-------------------------- PRO FORMA
BARRA RCA COMBINED
----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $21,971 $522 $22,493
Accounts receivable-
Trade, net of allowances for doubtful accounts 8,867 1,811 10,678
Other, including unbilled revenue 568 1,989 2,557
Short-term investments 3,512 3,512
Prepaid expenses and other 598 206 804
----------- ----------- -----------
Total current assets 35,516 4,528 40,044
----------- ----------- -----------
Notes receivable 1,659 1,659
----------- ----------- -----------
Non-marketable investments 7,300 7,300
----------- ----------- -----------
Furniture,equipment and leasehold improvements 10,148 2,632 12,780
Less: accumulated depreciation and amortization (6,060) (1,681) (7,741)
----------- ----------- -----------
4,088 951 5,039
----------- ----------- -----------
Deferred tax assets 1,584 1,584
----------- ----------- -----------
Computer software, net of amortization 499 499
----------- ----------- -----------
Intangibles and other assets 7,295 973 8,268
----------- ----------- -----------
$57,941 $6,452 $64,393
----------- ----------- -----------
----------- ----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short-term debt $ - $2,447 $2,447
Accounts payable 1,222 713 1,935
Accrued compensation, taxes and other expenses 9,157 1,726 10,883
Unearned revenues 11,884 363 12,247
----------- ----------- -----------
Total current liabilities 22,263 5,249 27,512
----------- ----------- -----------
Defered tax liabilities 1,187 30 1,217
Long-term debt 407 125 532
Other 254 254
----------- ----------- -----------
Total liabilities 23,857 5,658 29,515
----------- ----------- -----------
Shareholders' equity:
Preferred stock - -
Common stock 10,548 3,058 13,606
Treasury stock (1,076) (1,076)
Retained earnings (accumulated deficit) 23,520 (1,145) 22,375
Unamortized deferred compensation (43) (43)
Foreign currency translation adjustment 16 16
----------- ----------- -----------
Total shareholders' equity 34,084 794 34,878
----------- ----------- -----------
$57,941 $6,452 $64,393
----------- ----------- -----------
----------- ----------- -----------
</TABLE>
<PAGE>
BARRA, INC.
PRO FORMA CONDENSED COMBINING CONSOLIDATED INCOME STATEMENT-AMENDED
FOR THE YEAR ENDED MARCH 31, 1996 (FOR BARRA) AND DECEMBER 31, 1995 (FOR
RCA)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
UNAUDITED
<TABLE>
<CAPTION>
HISTORICAL PRO FORMA
----------------------------
BARRA RCA COMBINED
------------- ------------ -----------
<S> <C> <C> <C>
Operating Revenues:
Subscription and related fees $54,206 $ - $54,206
Portfolio System for Institutional Trading 6,826 6,826
Consulting and related fees 15,758 15,758
------------- ------------ -----------
Total operating revenues 61,032 15,758 76,790
------------- ------------ -----------
Operating expenses:
Compensation and benefits 29,606 10,365 39,971
Other 19,392 6,055 25,447
------------- ------------ -----------
Total operating expenses 48,998 16,420 65,418
------------- ------------ -----------
Operating income (loss) 12,034 (662) 11,372
Other income (expense), net 595 (130) 465
------------- ------------ -----------
Income (loss) before taxes 12,629 (792) 11,837
Income taxes (benefit) 5,118 (58) 5,060
------------- ------------ -----------
Net income (loss) $7,511 ($734) $6,777
------------- ------------ -----------
------------- ------------ -----------
Net income per share:
Primary $0.90 - $0.77
Fully diluted $0.88 - $0.75
Weighted average common and common
equivalent shares:
Primary 8,336 - 8,818
Fully diluted 8,553 - 9,034
</TABLE>
<PAGE>
BARRA, INC.
PRO FORMA CONDENSED COMBINING CONSOLIDATED INCOME STATEMENT-AMENDED
FOR THE YEAR ENDED MARCH 31, 1995 (FOR BARRA) AND DECEMBER 31, 1994
(FOR RCA)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
UNAUDITED
HISTORICAL
--------------------- PRO FORMA
BARRA RCA COMBINED
--------- --------- ---------
Operating Revenues:
Subscription and related fees $46,670 $ - $46,670
Portfolio System for Institutional Trading 5,133 5,133
Consulting and related fees 12,437 12,437
--------- --------- ---------
Total operating revenues 51,803 12,437 64,240
--------- --------- ---------
Operating expenses:
Compensation and benefits 27,209 8,266 35,475
Other 17,875 4,382 22,257
--------- --------- ---------
Total operating expenses 45,084 12,648 57,732
--------- --------- ---------
Operating income (loss) 6,719 (211) 6,508
Other income (expense), net 412 (21) 391
--------- --------- ---------
Income (loss) before taxes 7,131 (232) 6,899
Income taxes (benefit) 3,148 (63) 3,085
--------- --------- ---------
Net income (loss) $3,983 ($169) $3,814
--------- --------- ---------
--------- --------- ---------
Net income per share:
Primary $0.51 - $0.46
Fully diluted $0.49 - $0.44
Weighted average common and common
equivalent shares:
Primary 7,816 8,297
Fully diluted 8,134 8,615
<PAGE>
BARRA, INC.
PRO FORMA CONDENSED COMBINING CONSOLIDATED INCOME STATEMENT-AMENDED
FOR THE YEAR ENDED MARCH 31, 1994 (FOR BARRA) AND DECEMBER 31, 1993 (FOR RCA)
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
UNAUDITED
HISTORICAL
-------------------- PRO FORMA
BARRA RCA COMBINED
---------- -------- ----------
Operating Revenues:
Subscription and related fees $40,356 $ - $40,356
Portfolio System for Institutional Trading 4,480 4,480
Consulting and related fees 10,184 10,184
---------- -------- ----------
Total operating revenues 44,836 10,184 55,020
---------- -------- ----------
Operating expenses:
Compensation and benefits 21,330 7,244 28,574
Other 16,998 2,981 19,979
---------- -------- ----------
Total operating expenses 38,328 10,225 48,553
---------- -------- ----------
Operating income (loss) 6,508 (41) 6,467
Other income (expense), net (635) 12 (623)
---------- -------- ----------
Income (loss) before taxes 5,873 (29) 5,844
Income taxes 2,100 13 2,113
---------- -------- ----------
Net income (loss) $3,773 ($42) $3,731
---------- -------- ----------
---------- -------- ----------
Net income per share:
Primary $0.47 $0.44
Fully diluted $0.47 $0.44
Weighted average common and common
equivalent shares:
Primary 8,012 8,493
Fully diluted 8,012 8,493
