UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended August 3, 1996
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from ____________ to _____________
Commission File Number: 0-21360
Shoe Carnival, Inc.
(Exact name of registrant as specified in its charter)
Indiana 35-1736614
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
8233 Baumgart Road
Evansville, Indiana 47711
(Address of principal executive offices) (Zip Code)
(812) 867-6471
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name, former address and former fiscal year, if
changed since last report)
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 [ ]
Common Stock, no par value, 13,022,133 shares outstanding as of August 31,
1996.
<PAGE> 1
Shoe Carnival, Inc.
Index to Financial Statements
Page
----
Part I Financial Information
Item 1 - Financial Statements (Unaudited)
Condensed Balance Sheets 3
Condensed Statements of Income 4
Condensed Statement of Shareholders' Equity 5
Condensed Statements of Cash Flows 6
Notes to Condensed Financial Statements 7-8
Item 2 - Management's Discussion and Analysis 9-13
Part II Other Information
Item 4. Submission of Matters to Vote of Security Holders 14
Item 6. Exhibits and Reports on Form 8-K 14
Signature 15
2
<PAGE> 2
SHOE CARNIVAL, INC.
CONDENSED BALANCE SHEETS
Unaudited
August 3, February 3, July 29,
1996 1996 1995
--------- ---------- -----------
(In thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ 1,584 $ 900 $ 1,335
Accounts receivable 1,036 986 407
Notes receivable from shareholders 40 40 42
Merchandise inventories 64,662 62,699 76,461
Deferred income tax benefit 811 1,820 643
Other 3,360 4,660 2,241
-------- -------- --------
Total Current Assets 71,493 71,105 81,129
Property and equipment-net 31,192 31,160 30,811
-------- -------- --------
Total Assets $102,685 $102,265 $111,940
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 18,596 $ 12,783 $ 18,625
Accrued and other liabilities 5,928 7,504 5,417
Current portion of long-term debt 664 612 571
-------- -------- --------
Total Current Liabilities 25,188 20,899 24,613
Long-term debt 13,472 18,922 15,856
Deferred lease incentives 1,624 1,948 2,025
Deferred income taxes 1,001 925 1,777
-------- -------- --------
Total Liabilities 41,285 42,694 44,271
-------- -------- --------
Shareholders' Equity:
Common stock, $.00 and $.10 par value,
50,000 shares authorized, shares
issued and outstanding 13,022 at
August 3, 1996 and 13,019 at
February 3, 1996 and July 29, 1995 0 1,302 1,302
Additional paid-in capital 61,353 60,035 60,035
Retained earnings (deficit) 47 (1,766) 6,332
-------- -------- --------
Total Shareholders' Equity 61,400 59,571 67,669
-------- -------- --------
Total Liabilities and Shareholders'
Equity $102,685 $102,265 $111,940
======== ======== ========
See Notes to Condensed Financial Statements
3
<PAGE> 3
SHOE CARNIVAL, INC.
CONDENSED STATEMENTS OF INCOME
Unaudited
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
August 3, 1996 July 29, 1995 August 3, 1996 July 29, 1995
-------------- ------------- -------------- -------------
(In thousands, except per share data)
Net sales $ 57,597 $ 55,483 $ 115,805 $ 110,546
Cost of sales (including
buying, distribution and
occupancy costs) 41,669 40,638 83,528 81,506
---------- ---------- ---------- ----------
Gross profit 15,928 14,845 32,277 29,040
Selling, general and
administrative expenses 14,086 13,434 28,435 26,667
---------- ---------- ---------- ----------
Operating income 1,842 1,411 3,842 2,373
Interest expense, net 332 351 771 834
---------- ---------- ---------- ----------
Income before income
taxes 1,510 1,060 3,071 1,539
Income taxes 619 435 1,259 631
---------- ---------- ---------- ----------
Net income $ 891 $ 625 $ 1,812 $ 908
========== ========== ========== ==========
Net income per share $ .07 $ .05 $ .14 $ .07
========== ========== ========== ==========
Weighted average common
shares and common
equivalent shares
outstanding 13,021,086 13,051,931 13,019,845 13,037,630
========== ========== ========== ==========
See Notes to Condensed Financial Statements
4
<PAGE> 4
SHOE CARNIVAL, INC.
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY
Unaudited
Common Stock Additional Retained
---------------- Paid-In Earnings
Shares Amount Capital (Deficit) Total
------ ------ ------- -------- -----
(In thousands)
Balance at February 3, 1996 13,019 $1,302 $60,035 $(1,766) $59,571
Employee Stock Purchase
Plan purchases 3 0 16 0 16
Elimination of par value (1,302) 1,302
Net income 0 0 0 1,812 1,812
------ ------ ------- ------- -------
Balance at August 3, 1996 13,022 $ 0 $61,353 $ 47 $61,400
====== ====== ======= ======= =======
See Notes to Condensed Financial Statements
5
<PAGE> 5
SHOE CARNIVAL, INC.
CONDENSED STATEMENTS OF CASH FLOWS
Unaudited
Twenty-six Twenty-six
Weeks Ended Weeks Ended
August 3, 1996 July 29, 1995
-------------- -------------
(In thousands)
Cash flows from operating activities:
Net income $ 1,812 $ 908
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 2,538 2,265
Loss on retirement of assets 219 0
Deferred income taxes 1,084 210
Other (84) (122)
Changes in operating assets and liabilities:
Merchandise inventories (1,963) (6,091)
Accounts receivable (50) 155
Accounts payable and accrued liabilities 5,273 9,401
Other 1,299 1,217
-------- --------
Net cash provided by operating activities 10,128 7,943
-------- --------
Cash flows from investing activities:
Purchases of property and equipment (3,661) (2,134)
Notes from shareholders 0 32
Lease incentives (241) 444
Other 2 (2)
-------- --------
Net cash used in investing activities (3,900) (1,660)
-------- --------
Cash flows from financing activities:
Borrowings under lines of credit 97,025 47,400
Payments on lines of credit (102,275) (53,800)
Payments on capital lease obligations (310) (307)
Proceeds from issuance of stock 16 0
-------- --------
Net cash used in financing activities (5,544) (6,707)
-------- --------
Net increase (decrease) in cash and cash equivalents 684 (424)
Cash and cash equivalents at beginning of period 900 1,759
-------- --------
Cash and cash equivalents at end of period $ 1,584 $ 1,335
======== ========
Supplemental disclosures of cash flow information:
Cash paid during period for interest $ 815 $ 965
Cash paid (refunded) during period for income taxes $(2,046) $ 268
Supplemental disclosure of noncash investing activities:
Capital lease obligations incurred $ 162 $ 110
See Notes to Condensed Financial Statements
6
<PAGE> 6
SHOE CARNIVAL, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
Unaudited
Note 1 - Basis of Presentation
- ------------------------------
In the opinion of management, the accompanying unaudited condensed
financial statements contain all adjustments necessary to present fairly the
financial position of the Company and the results of its operations and its
cash flows for the periods presented. Certain information and disclosures
normally included in notes to financial statements have been condensed or
omitted according to the rules and regulations of the Securities and Exchange
Commission, although the Company believes that the disclosures are adequate to
make the information presented not misleading.
The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.
It is suggested that these financial statements be read in conjunction
with the financial statements and financial notes thereto included in the
Company's 1995 Annual Report.
Note 2 - Long-Term Debt
- -----------------------
During fiscal 1995, the Company had an unsecured $40 million credit agreement
(the "Credit Agreement") with a bank group which provided for a $30 million
revolving line of credit and a $10 million line of credit reserved for the
issuance of letters of credit. The Company was in violation of certain
financial ratio covenants contained in the Credit Agreement for the year ended
February 3, 1996. These covenant violations were waived by the bank group on
April 3, 1996.
On April 10, 1996, the Credit Agreement, including the financial covenants
contained therein, was amended, reducing the total credit facility to $35
million. Sublimits for cash borrowings and letter of credit issuances were
eliminated under the amended Credit Agreement. Borrowings are based on
eligible inventory and bear interest, at the Company's option, at the agent
bank's prime rate or the applicable London Inter-Bank Offered Rate (LIBOR)
plus from 1.0% to 2.0%, depending on the Company's achievement of certain
performance criteria. A commitment fee of .25% per annum is charged on the
unused portion of the first $30 million of the bank group's commitment. The
Credit Agreement contains various restrictive and financial covenants,
including the maintenance of specific financial ratios, and a limitation on
the payment of dividends. The most restrictive covenant limits capital
expenditures to $8 million in fiscal 1996. The Company was in compliance with
all covenants in the amended agreement for the quarter ended August 3, 1996,
and expects to maintain compliance for the remainder of fiscal 1996. The
Credit Agreement expires on November 14, 1997.
7
<PAGE> 7
Note 3 - Restructuring Charge
- -----------------------------
In the fourth quarters of 1995 and 1994, the Company recorded restructuring
charges related to its plan to close a total of nine unprofitable stores. Of
the nine stores, one was closed in January 1995, six in the first half of
1996 and one in September 1996. The remaining store is expected to be closed
during the fourth quarter of 1996. An analysis of the amounts charged against
the reserve are outlined in the following table:
Thirteen
Weeks Ended
August 3, 1996
---------------
(In thousands)
Restructuring reserve at May 4, 1996 $2,042
Costs applied against reserve:
Store closing and lease termination costs (368)
Equipment and leasehold improvements
write-offs (371)
------
Restructuring reserve at August 3, 1996 $1,303
======
Sales generated by the eight stores which have either been closed or are
expected to be closed were $574,000 in the second quarter of 1996 and $3.2
million for the first half of 1996, compared to $2.3 million in the second
quarter of 1995 and $4.5 million for the first half of 1995. An aggregate
loss of approximately $180,000 was incurred in the operation of these eight
stores in the second quarter of 1996 and $1.2 million for the first half of
1996, compared to an aggregate loss of approximately $400,000 incurred by
these stores in the second quarter of 1995 and $700,000 for the first half of
1995.
Total cash expenditures of $384,000 in the second quarter of 1996 consisted
of $368,000 for lease termination and store closing costs and $16,000 for the
repayment of lease incentives which were recorded as a deferred liability.
Expected cash requirements for the remainder of 1996 of $1.1 million are for
the lease termination and store closing costs of $900,000 and for the
repayment of $200,000 of lease incentives.
The restructuring charges include management's best estimates of amounts
required to be paid for store closing and lease termination costs. The total
amount of the cash payments ultimately required could differ materially from
the amounts recorded.
8
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
----------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
Number of Stores Store Square Footage
------------------------------ --------------------
Beginning End Of Net End of Comparable
Quarter Ended of Period Opened Closed Period Change Period Store Sales
- -------------- --------- ------ ------ ------ ------- ------- -----------
May 4, 1996 95 2 4 93 (2,000) 1,022,000 (4.4%)
August 3, 1996 93 2 2 93 2,000 1,024,000 (3.2%)
Year-to-date 95 4 6 93 0 1,024,000 (3.8%)
April 29, 1995 87 3 1 89 22,000 962,000 (9.2%)
July 29, 1995 89 0 0 89 0 962,000 (5.4%)
Year-to-date 87 3 1 89 22,000 962,000 (7.2%)
Restructuring
- -------------
In the fourth quarter of 1995 the Company's management adopted a plan to close
eight unprofitable stores during its 1996 fiscal year. Six stores were
closed in the first half of 1996.
The reserve established for expected restructuring costs was $3.5 million at
February 3, 1996. Costs incurred by the Company and applied against such
reserve were $2.2 million in the first six months of 1996, including $1.0
million for the write-off of fixed assets. Cash expenditures for lease
termination and store closing costs and the repayment of lease incentives were
$1.4 million in the first six months. (See Note 3 of Notes to Condensed
Financial Statements)
9
<PAGE> 9
The following table sets forth the Company's results of operations expressed
as a percentage of net sales for the periods indicated:
Thirteen Thirteen Twenty-six Twenty-six
Weeks Ended Weeks Ended Weeks Ended Weeks Ended
August 3, 1996 July 29, 1995 August 3, 1996 July 29, 1995
-------------- ------------- -------------- -------------
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales (including
buying, distribution and
occupancy costs 72.3 73.2 72.1 73.7
------ ------ ------ ------
Gross profit 27.7 26.8 27.9 26.3
Selling, general and
administrative expenses 24.5 24.3 24.6 24.1
------ ------ ------ ------
Operating income 3.2 2.5 3.3 2.2
Interest expense .6 .6 .6 .8
------ ------ ------ ------
Income before income taxes 2.6 1.9 2.7 1.4
Income taxes 1.1 .8 1.1 .6
------ ------ ------ ------
Net income 1.5% 1.1% 1.6% .8%
====== ====== ====== ======
Net Sales
- ---------
Net sales increased $2.1 million to $57.6 million in the second quarter of
1996, a 3.8% increase over net sales of $55.5 million in the comparable prior
year period. The increase was attributable to sales generated by nine new
stores opened in 1995 and the four new stores opened in 1996, partially offset
by the reduction in sales for the six stores closed during the first half of
1996 and a comparable store sales decrease of 2.2% when compared to the
thirteen week quarter ended July 29, 1995. Due to the inclusion of 53 weeks
in the Company's 1995 fiscal year, the ending date of each quarter in 1996 is
one week later than the ending date of each quarter in 1995. On a comparable
week basis, comparable store sales declined by 3.2%. Comparable store sales
results exclude in both years the sales generated by stores the Company has
either closed or expects to close in 1996.
Sales of private label and non-name brand footwear constituted 16.7% of total
footwear sales in the second quarter of 1996 as compared with 19.7% in the
prior year quarter. This reduction is due to the Company's strategy of
reducing the percentage of women's private label footwear inventory relative
to the total women's inventory.
Net sales increased $5.3 million to $115.8 million in the first six months of
1996, a 4.8% increase over net sales of $110.5 million in the comparable prior
10
<PAGE> 10
year period. The increase was attributable to the sales generated by the new
stores opened in 1995 and 1996, partially offset by the reduction in sales for
the six stores closed during 1996 and a comparable store sales decrease of
2.6% when compared to the twenty-six weeks ended July 29, 1995. On a
comparable week basis, comparable store sales declined by 3.8%. Sales of
private label and non-name brand footwear constituted 16.4% of total footwear
sales in the first six months of 1996 as compared with 20.5% in the comparable
prior year period.
Gross Profit
- ------------
Gross profit increased $1.1 million to $15.9 million in the second quarter of
1996, a 7.3% increase over gross profit of $14.8 million in the comparable
prior year period. The Company's gross profit margin increased to 27.7% from
26.8%. As a percentage of sales, merchandise gross profit margin increased
0.6% and buying, distribution and occupancy costs decreased 0.3%. The increase
in merchandise gross profit margin resulted primarily from increased gross
profit margins on the sale of men's and women's private label footwear.
Gross profit increased $3.2 million to $32.3 million in the first six months
of 1996, an 11.1% increase over gross profit of $29.0 million in the
comparable prior year period. The Company's gross profit margin increased to
27.9% from 26.3%. As a percentage of sales, buying, distribution and
occupancy costs decreased 0.2% and merchandise gross profit margin increased
1.4%.
Selling, General and Administrative Expenses
- --------------------------------------------
Selling, general and administrative expenses increased $625,000 to $14.1
million in the second quarter of 1996 from $13.4 million in the comparable
prior year period. As a percentage of sales, these expenses increased 0.2% as
a result of new store pre-opening costs and the write-off of abandoned fixed
assets associated with the remodeling of certain stores to incorporate the
Company's new store design. Total pre-opening costs for the two stores opened
in the second quarter of 1996 were $132,000 or 0.2% of sales. No stores were
opened, and no pre-opening costs were incurred, in the second quarter of 1995.
Selling, general and administrative expenses increased $1.8 million to $28.4
million in the first six months of 1996 from $26.7 million in the comparable
prior year period. As a percentage of sales, these expenses increased 0.5% as
a result of higher store-level labor costs, the write-off of abandoned fixed
assets associated with the remodeling of certain stores to incorporate the
Company's new store design and the effect of the comparable store sales
decrease, partially offset by lower advertising costs. Total pre-opening
costs for the four stores opened in the first six months of 1996 were $371,000
or 0.3% of sales, as compared to $159,000 or 0.1% of sales, for the three
stores opened in the first six months of 1995.
11
<PAGE> 11
Interest Expense
- ----------------
The reduction in net interest expense in the second quarter and the first six
months of 1996 as compared with the second quarter and the first six months of
1995 resulted from a combination of reduced borrowings and lower interest
rates.
Income Taxes
- ------------
The effective income tax rate of 41.0% in the second quarters and the first
six months of 1996 and 1995 differed from the statutory federal rates due
primarily to state and local income taxes, net of the federal tax benefit.
Liquidity and Capital Resources
- -------------------------------
The Company's primary sources of funds are cash flows from operations and
borrowings under its revolving credit facility. Net cash provided by
operating activities was $10.1 million during the first six months of 1996.
Excluding changes in operating assets and liabilities, cash provided by
operating activities was $5.6 million in the first six months of 1996. The
decrease in working capital to $46.3 million at August 3, 1996 from $50.2
million at February 3, 1996 resulted from the reduction of long-term debt of
$5.6 million, including net payments against the revolving credit facility in
the amount of $5.3 million. Long-term debt as a percentage of total capital
was 18.0% at August 3, 1996, compared to 24.1% at February 3, 1996.
Capital expenditures were $3.8 million in the first six months of 1996
(including $162,000 of capital lease assets). Of these expenditures,
approximately $1.6 million was incurred for new stores. The remaining capital
expenditures in the first six months of 1996 were primarily for the remodeling
of certain stores and computer equipment.
The Company intends to open approximately five stores in 1996, including the
two stores opened in each of the first and second quarters. The Company opened
three stores in the first quarter of 1995 and no stores in the second quarter
of 1995.
The actual amount of the Company's cash requirements for capital expenditures
depends in part on the number of new stores opened, the amount of lease
incentives, if any, received from landlords and the number of stores
remodeled. The opening of new stores will be dependent upon, among other
things, the availability of desirable locations, the negotiation of acceptable
lease terms and general economic and business conditions affecting consumer
spending in areas the Company targets for expansion.
The average inventory investment in a new store is expected to range from
$550,000 to $850,000, depending on the size and sales expectations of the
store and the timing of the new store opening. Capital expenditures for the
12
<PAGE> 12
new stores are expected to average approximately $450,000, including point-of-
sale equipment which is generally acquired through equipment leasing
transactions. In addition, pre-opening expenses, such as advertising,
salaries, supplies and utilities, typically average $60,000 to $70,000 per
store.
The Company's $35 million credit facility provides for a combination of cash
advances on a revolving basis and the issuance of commercial letters of
credit. Borrowings under the revolving credit line are based on eligible
inventory. Borrowings and letters of credit outstanding under this facility
at August 3, 1996 were $12.0 million and $6.9 million, respectively.
The credit agreement to which the credit facility is subject contains certain
restrictive and financial covenants, including the maintenance of specific
financial ratios and a limitation on the payment of dividends. The most
restrictive covenants limit capital expenditures to $8 million in fiscal 1996
and require a minimum net worth (as defined) of $59.5 million at the end of
the first and second quarters and $60.0 million at the end of the third and
fourth quarters of 1996. The Company was in compliance with all covenants at
August 3, 1996.
The Company anticipates that its existing cash and cash flow from operations,
supplemented by borrowings under the credit facility will be sufficient to
fund its planned expansion and other operating cash requirements for at least
the next 12 months.
Seasonality
- -----------
The Company's quarterly results of operations have fluctuated, and are
expected to continue to fluctuate in the future primarily as a result of
seasonal variances and the timing of sales and costs associated with opening
new stores. Non-capital expenditures, such as advertising and payroll,
incurred prior to opening of a new store are charged to expense in the month
the store is opened. Therefore, the Company's results of operations may be
adversely affected in any quarter in which the Company opens new stores.
The Company has three distinct selling periods: Easter, back-to-school
and Christmas.
13
<PAGE> 13
SHOE CARNIVAL, INC.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to Vote of Security Holders
The annual meeting of the common shareholders of the Company was
held on June 14, 1996.
Election of Directors
J. Wayne Weaver and Gerald W. Schoor were each elected at the
annual meeting to serve as a Director of the Company for a three
year term. Mr. Weaver received 12,223,257 votes in favor of his
election and 33,594 against. Mr. Schoor received 12,218,007 votes
in favor of his election and 38,844 against.
Other Matters Voted Upon at the Meeting
Deloitte & Touche LLP was appointed as auditor for the Company for
1996. 12,228,958 votes were cast in favor, 12,120 votes were cast
against and 15,773 abstentions were recorded with respect to such
appointment.
Shareholders approved a Plan and agreement of Merger between the
Company and a wholly-owned subsidiary to effect a change in the
state of incorporation from Delaware to Indiana. 9,663,885 votes
were cast in favor, 493,127 votes were cast against, 12,315
abstentions and 2,087,524 broker non-votes were recorded with
respect to such approval.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(12) Financial Data Schedule
(b) Reports on Form 8-K
A report on Form 8-K was filed by the Company on July 17, 1996 to
report that effective July 16, 1996 the Company merged with and
into a wholly-owned subsidiary to effect a change in the state of
incorporation from Delaware to Indiana.
14
<PAGE> 14
SHOE CARNIVAL, INC.
SIGNATURE
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.
Date: September 16, 1996 SHOE CARNIVAL, INC.
(Registrant)
By: /s/ W. Kerry Jackson
______________________
W. Kerry Jackson
Vice President - Controller
and Chief Accounting Officer
15
<PAGE> 15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED FINANCIAL STATEMENTS FOR THE PERIOD ENDED AUGUST 3, 1996, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-01-1997
<PERIOD-END> AUG-03-1996
<CASH> 1,584
<SECURITIES> 0
<RECEIVABLES> 1,076
<ALLOWANCES> 0
<INVENTORY> 64,662
<CURRENT-ASSETS> 71,493
<PP&E> 46,237
<DEPRECIATION> 15,045
<TOTAL-ASSETS> 102,685
<CURRENT-LIABILITIES> 25,188
<BONDS> 13,472
0
0
<COMMON> 0
<OTHER-SE> 61,400
<TOTAL-LIABILITY-AND-EQUITY> 102,685
<SALES> 115,805
<TOTAL-REVENUES> 115,805
<CGS> 83,528
<TOTAL-COSTS> 83,528
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 771
<INCOME-PRETAX> 3,071
<INCOME-TAX> 1,259
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