<PAGE> 1
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U.S. 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 Quarterly Period Ended December 31, 1997
------------------------------
or
[ ] 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: 33-61516
---------------------------------------------
THE ROBERT MONDAVI CORPORATION
Incorporated under the laws I.R.S. Employer Identification:
of the State of California 94-2765451
Principal Executive Offices:
7801 St. Helena Highway
Oakville, CA 94562
Telephone: (707) 259-9463
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 [ ]
As of January 31, 1998 there were issued and outstanding 7,983,905 shares of the
issuer's Class A Common Stock and 7,306,012 shares of the issuer's Class B
Common Stock.
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<PAGE> 2
PART I
ITEM 1. FINANCIAL STATEMENTS.
THE ROBERT MONDAVI CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1997
------------ ------------
<S> <C> <C>
UNAUDITED
Current assets:
Cash and cash equivalents $ -- $ 150
Accounts receivable--trade, net 58,001 59,222
Inventories 239,857 167,695
Deferred income taxes 2,696 1,677
Prepaid expenses and other current assets 5,468 5,593
------------ ------------
Total current assets 306,022 234,337
Property, plant and equipment, net 201,567 186,990
Investments in joint ventures 21,844 19,212
Other assets 5,074 4,386
------------ ------------
Total assets $ 534,507 $ 444,925
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Book overdraft $ 2,078 $ --
Notes payable to banks 21,700 8,750
Accounts payable--trade 51,613 14,769
Employee compensation and related costs 10,528 10,608
Other accrued expenses 7,995 5,446
Current portion of long-term debt 8,508 6,790
Deferred revenue 2,044 2,064
------------ ------------
Total current liabilities 104,466 48,427
Long-term debt, less current portion 169,897 158,067
Deferred income taxes 12,019 10,848
Deferred executive compensation 5,623 5,395
Other liabilities 2,963 1,017
------------ ------------
Total liabilities 294,968 223,754
------------ ------------
Commitments and contingencies
Shareholders' equity:
Preferred Stock:
Authorized--5,000,000 shares
Issued and outstanding--no shares -- --
Class A Common Stock, without par value:
Authorized--25,000,000 shares
Issued and outstanding--7,963,905 and 7,499,024 shares 77,905 76,138
Class B Common Stock, without par value:
Authorized--12,000,000 shares
Issued and outstanding--7,306,012 and 7,676,012 shares 11,731 12,324
Paid-in capital 4,138 3,289
Retained earnings 145,765 129,420
------------ ------------
239,539 221,171
------------ ------------
Total liabilities and shareholders' equity $ 534,507 $ 444,925
============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
2
<PAGE> 3
THE ROBERT MONDAVI CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
DECEMBER 31, DECEMBER 31,
-------------------------- --------------------------
1997 1996 1997 1996
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Gross revenues $ 97,567 $ 91,669 $ 166,403 $ 153,863
Less excise taxes 4,565 4,472 7,851 7,682
--------- --------- --------- ---------
Net revenues 93,002 87,197 158,552 146,181
Cost of goods sold 50,630 49,157 87,604 82,525
--------- --------- --------- ---------
Gross profit 42,372 38,040 70,948 63,656
Selling, general and administrative expenses 22,491 21,039 41,218 37,405
--------- --------- --------- ---------
Operating income 19,881 17,001 29,730 26,251
Other income (expense):
Interest (2,866) (2,627) (5,393) (4,993)
Equity in net income of joint ventures 652 992 3,198 3,084
Other (461) (258) (738) (509)
--------- --------- --------- ---------
Income before income taxes 17,206 15,108 26,797 23,833
Provision for income taxes 6,712 5,893 10,452 9,295
--------- --------- --------- ---------
Net income $ 10,494 $ 9,215 $ 16,345 $ 14,538
========= ========= ========= =========
Earnings per share - Basic $ .69 $ .61 $ 1.07 $ .97
========= ========= ========= =========
Earnings per share - Diluted $ .66 $ .59 $ 1.03 $ .93
========= ========= ========= =========
Weighted average number of
common shares outstanding - Basic 15,250 15,011 15,220 14,986
========= ========= ========= =========
Weighted average number of
common shares outstanding - Diluted 15,880 15,606 15,862 15,564
========= ========= ========= =========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
THE ROBERT MONDAVI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
DECEMBER 31,
------------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 16,345 $ 14,538
Adjustments to reconcile net income to net cash
used in operating activities:
Deferred income taxes 152 (425)
Depreciation and amortization 6,708 5,908
Equity in net income of joint ventures (3,198) (3,084)
Other (314) 141
Changes in assets and liabilities:
Accounts receivable--trade 1,221 (6,720)
Inventories (72,634) (39,607)
Other assets 125 979
Accounts payable--trade and accrued expenses 36,048 18,950
Income taxes payable 4,114 3,964
Deferred revenue (20) (121)
Deferred executive compensation 228 664
Other liabilities 1,946 1,878
-------- --------
Net cash used in operating activities (9,279) (2,935)
-------- --------
Cash flows from investing activities:
Acquisitions of property, plant and equipment (27,247) (23,532)
Proceeds from sale of assets 6,420 --
Distributions from joint ventures 1,247 792
Contributions to joint ventures (209) (235)
-------- --------
Net cash used in investing activities (19,789) (22,975)
-------- --------
Cash flows from financing activities:
Book overdraft 2,078 1,683
Net additions under notes payable to banks 12,950 --
Proceeds from issuance of long-term debt 13,548 50,000
Principal repayments of long-term debt -- (27,069)
Proceeds from issuance of Class A Common Stock 200 126
Exercise of Class A Common Stock options 974 1,075
Other (832) 95
-------- --------
Net cash provided by financing activities 28,918 25,910
-------- --------
Net decrease in cash and cash equivalents (150) --
Cash and cash equivalents at the beginning of the period 150 --
-------- --------
Cash and cash equivalents at the end of the period $ -- $ --
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
<PAGE> 5
THE ROBERT MONDAVI CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1--BASIS OF PRESENTATION:
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments (which include only normal
recurring adjustments) necessary to present fairly the Company's financial
position at December 31, 1997, its results of operations for the three and six
month periods ended December 31, 1997 and 1996 and its cash flows for the six
month periods ended December 31, 1997 and 1996. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
from the accompanying consolidated financial statements. For further
information, reference should be made to the consolidated financial statements
and notes thereto included in the Company's Annual Report on Form 10-K (the
10-K) for the fiscal year ended June 30, 1997, on file at the Securities and
Exchange Commission.
NOTE 2--INVENTORIES:
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1997
------------ ------------
<S> <C> <C>
Wine in production $ 196,825 $ 127,922
Bottled wine 64,534 53,734
Supplies and crop costs 11,585 14,793
------------ ------------
Inventories stated at FIFO cost 272,944 196,449
Reserve for LIFO valuation method (33,087) (28,754)
------------ ------------
$ 239,857 $ 167,695
============ ============
</TABLE>
Information related to the FIFO method may be useful in comparing
operating results to those of companies not on LIFO. If inventories valued at
LIFO cost had been valued at FIFO cost, net income would have increased by
approximately $0.8 million and $3.4 million, respectively, for the three months
ended December 31, 1997 and 1996, and increased by approximately $2.6 million
and $5.8 million, respectively, for the six months ended December 31, 1997 and
1996.
NOTE 3--EARNINGS PER SHARE:
During February 1997, Statement of Financial Accounting Standards No.
128 (SFAS 128), Earnings per Share, was issued. This statement supersedes
Accounting Principles Board Opinion No. 15, Earnings per Share, and its related
Interpretations and establishes new accounting standards for the computation and
manner of presentation of the Company's earnings per share. The Company adopted
SFAS 128 for the quarter ending December 31, 1997 and as required under SFAS 128
the Company has restated previously reported earnings per share for all periods
presented.
In computing basic earnings per share for the three and six month
periods ended December 31, 1997 and 1996, no adjustments have been made to net
income (numerator) or weighted-average shares outstanding (denominator). The
computation of diluted earnings per share for the same periods is identical to
the computation of basic earnings per share except that the number of
weighted-average shares outstanding (denominator) have been increased by 630,000
and 595,000, respectively, for the three months ended December 31, 1997 and
1996, and by 642,000 and 578,000, respectively, for the six months ended
December 31, 1997 and 1996, to include the dilutive effect of stock options
outstanding.
5
<PAGE> 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THREE MONTHS ENDED DECEMBER 31, 1997
GROSS REVENUES. Gross revenues increased by 6.4% to $97.6 million in the second
quarter of fiscal 1998 from $91.7 million in the second quarter of fiscal 1997.
The increase in gross revenues was primarily attributable to price increases on
certain of the Company's wines combined with a shift in sales mix to the Robert
Mondavi Winery and Robert Mondavi Coastal brands and a 0.9% increase in sales
volume. The overall rate of sales volume growth for the second quarter of fiscal
1998 was affected by limited supply of Woodbridge Chardonnay and intense
competition in the imported wine segment. The Company expects these factors will
constrain the rate of sales volume growth at least through the third quarter of
fiscal 1998.
EXCISE TAXES. The Company's federal and state excise taxes increased by 2.1% to
$4.6 million in the second quarter of fiscal 1998 from $4.5 million in the
second quarter of fiscal 1997. The dollar increase in excise taxes generally
correlates to the increase in sales volume, since the excise tax is assessed on
a per gallon basis and the excise tax rate is unchanged from the prior year.
NET REVENUES. As a result of the above factors, net revenues increased by 6.7%
to $93.0 million in the second quarter of fiscal 1998 from $87.2 million in the
second quarter of fiscal 1997. Net revenues per case increased by 6.1% in the
second quarter of fiscal 1998 compared to the second quarter of fiscal 1997,
reflecting the price increases and the shift in sales mix discussed above.
COST OF GOODS SOLD. Cost of goods sold increased by 3.0% to $50.6 million in the
second quarter of fiscal 1998 from $49.2 million in the second quarter of fiscal
1997, primarily due to a shift in sales mix to wines with a higher average cost
per case, higher grape costs and increased sales volume. If inventories valued
at LIFO cost had been valued at FIFO cost, then cost of goods sold would have
been $1.4 million and $5.6 million lower, respectively, in the second quarter of
fiscal 1998 and 1997.
GROSS PROFIT. Gross profit increased by 11.4% to $42.4 million in the second
quarter of fiscal 1998 from $38.0 million in the second quarter of fiscal 1997.
The Company's gross profit percentages for the second quarter of fiscal 1998 and
1997 were 45.6% and 43.6%, respectively. The gross profit improvement reflects
the price increases and the shift in sales mix discussed above.
OPERATING EXPENSES. Operating expenses increased by 6.9% to $22.5 million in the
second quarter of fiscal 1998 from $21.0 million in the second quarter of fiscal
1997. The ratio of operating expenses to net revenues was 24.2% in the second
quarter of fiscal 1998 and 24.1% in the second quarter of fiscal 1997.
INTEREST. Interest expense increased by 9.1% to $2.9 million for the second
quarter of fiscal 1998 from $2.6 million for the second quarter of fiscal 1997.
This increase was primarily attributable to an increase in the Company's average
borrowings that was partially offset by an increase in interest capitalized and
a decrease in the average interest rate.
EQUITY IN NET INCOME OF JOINT VENTURES. Equity in net income of joint ventures
was $0.7 million in the second quarter of fiscal 1998 compared to $1.0 million
in the second quarter of fiscal 1997.
PROVISION FOR INCOME TAXES. The provision for income taxes was $6.7 million in
the second quarter of fiscal 1998 compared to $5.9 million in the second quarter
of fiscal 1997. The Company's effective tax rate was 39.0% in the second quarter
of fiscal 1998 and 1997.
6
<PAGE> 7
NET INCOME AND EARNINGS PER SHARE. As a result of the above factors, net income
increased by 13.9% to $10.5 million in the second quarter of fiscal 1998 from
$9.2 million in the second quarter of fiscal 1997. Diluted earnings per share
increased to $.66 in the second quarter of fiscal 1998 from $.59 in the second
quarter of fiscal 1997 (see Note 3 of the consolidated financial statements).
SIX MONTHS ENDED DECEMBER 31, 1997
GROSS REVENUES. Gross revenues increased by 8.2% to $166.4 million in the first
six months of fiscal 1998 from $153.9 million in the first six months of fiscal
1997. The increase in gross revenues was primarily attributable to price
increases on certain of the Company's wines combined with a shift in sales mix
to the Robert Mondavi Winery and Robert Mondavi Coastal brands and a 1.4%
increase in sales volume.
EXCISE TAXES. The Company's federal and state excise taxes increased by 2.2% to
$7.9 million in the first six months of fiscal 1998 from $7.7 million in the
first six months of fiscal 1997. The dollar increase in excise taxes generally
correlates to the increase in sales volume, since the excise tax is assessed on
a per gallon basis and the excise tax rate is unchanged from the prior year.
NET REVENUES. As a result of the above factors, net revenues increased by 8.5%
to $158.6 million in the first six months of fiscal 1998 from $146.2 million in
the first six months of fiscal 1997. Net revenues per case increased by 6.0% in
the first six months of fiscal 1998 compared to the first six months of fiscal
1997, reflecting the price increases and the shift in sales mix discussed above.
COST OF GOODS SOLD. Cost of goods sold increased by 6.2% to $87.6 million in the
first six months of fiscal 1998 from $82.5 million in the first six months of
fiscal 1997, primarily reflecting a shift in sales mix to wines with a higher
average cost per case, higher grape costs and increased sales volume. If
inventories valued at LIFO cost had been valued at FIFO cost, then cost of goods
sold would have been $4.3 million and $9.6 million lower, respectively, in the
first six months of fiscal 1998 and 1997.
GROSS PROFIT. Gross profit increased by 11.5% to $70.9 million in the first six
months of fiscal 1998 from $63.7 million in the first six months of fiscal 1997.
The Company's gross profit percentages for the first six months of fiscal 1998
and 1997 were 44.7% and 43.5%, respectively. The gross profit improvement
reflects the price increases and the shift in sales mix discussed above.
OPERATING EXPENSES. Operating expenses increased by 10.2% to $41.2 million in
the first six months of fiscal 1998 from $37.4 million in the first six months
of fiscal 1997. The ratio of operating expenses to net revenues was 26.0% in the
first six months of fiscal 1998 and 25.6% in the first six months of fiscal
1997. The dollar increase in operating expenses was primarily attributable to an
increase in average selling and marketing dollars spent per case.
INTEREST. Interest expense increased by 8.0% to $5.4 million in the first six
months of fiscal 1998 from $5.0 million in the first six months of fiscal 1997.
This increase was primarily attributable to an increase in the Company's average
borrowings that was partially offset by an increase in interest capitalized and
a decrease in the Company's average interest rate.
EQUITY IN NET INCOME OF JOINT VENTURES. Equity in net income of joint ventures
was $3.2 million in the first six months of fiscal 1998 compared to $3.1 million
in the first six months of fiscal 1997.
PROVISION FOR INCOME TAXES. The provision for income taxes was $10.5 million in
the first six months of fiscal 1998 and $9.3 million in the first six months of
fiscal 1997. The Company's effective tax rate was 39.0% for the first six months
of fiscal 1998 and 1997.
7
<PAGE> 8
NET INCOME AND EARNINGS PER SHARE. As a result of the above factors, net income
increased by 12.4% to $16.3 million in the first six months of fiscal 1998 from
$14.5 million in the first six months of fiscal 1997. Diluted earnings per share
increased to $1.03 in the first six months of fiscal 1998 from $.93 in the first
six months of fiscal 1997 (see Note 3 of the consolidated financial statements).
LIQUIDITY AND CAPITAL RESOURCES
During the second quarter of fiscal 1998, the Company completed its
1997 harvest. The completion of harvest had a significant impact on the
Company's balance sheet, including increases in inventories and amounts payable
to external growers. Working capital as of December 31, 1997 was $201.6 million
compared to $185.9 million at June 30, 1997. The $15.7 million increase in
working capital was primarily attributable to a $72.6 million increase in
inventories, that was partially offset by a $37.7 million increase in grower
accounts payable and $13.0 million in net additions under short-term credit
lines. The Company had a book overdraft of $2.1 million at December 31, 1997,
compared to a cash balance of $150,000 at June 30, 1997.
The Company has unsecured short-term and long-term credit lines that
have a maximum credit availability of $71.5 million and $80.0 million,
respectively, at December 31, 1997. The short-term credit lines expire during
December 1998. The long-term credit lines expire on December 31, 2000. During
January 1998, the Company obtained $95.0 million of unsecured long-term loans.
The proceeds from these loans were used to repay a portion of the Company's
unsecured credit lines.
The Company anticipates that current capital combined with cash from
operating activities and the availability of cash under its credit lines will be
sufficient to meet its liquidity and capital expenditure requirements at least
through the end of fiscal 1999.
PART II
ITEM 1. LEGAL PROCEEDINGS.
The Company is subject to litigation in the ordinary course of its
business. In the opinion of management, the ultimate outcome of existing
litigation will not have a material adverse effect on the Company's consolidated
financial condition or the results of its operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's Annual Meeting of Shareholders was held on November 3,
1997 at the Robert Mondavi Winery, Oakville, California. Three matters were
submitted to a vote of shareholders: election of directors; ratification of
Price Waterhouse LLP as the Company's independent auditors for the fiscal year
ending June 30, 1998; and ratification of proposed amendments to the Company's
1993 Equity Incentive Plan.
Philip Greer, Frank Farella and James Barksdale were nominated as Class
A directors. 5,350,451 Class A shares were voted for Mr. Greer and 73,085 shares
were withheld. 5,342,301 Class A shares were voted for Mr. Farella and 81,235
shares were withheld. 5,350,401 Class A shares were voted for Mr. Barksdale and
73,135 shares were withheld. Accordingly, Mssrs. Greer, Farella and Barksdale
were elected as Class A directors.
8
<PAGE> 9
Robert G. Mondavi, R. Michael Mondavi, Marcia Mondavi Borger, Timothy
J. Mondavi and Bartlett R. Rhoades were nominated as Class B directors.
7,673,712 Class B shares were voted for Robert G. Mondavi, R. Michael Mondavi,
Marcia Mondavi Borger and Timothy J. Mondavi. 7,523,282 Class B shares were
voted for Bartlett R. Rhoades and 150,430 shares were withheld. Accordingly,
each of the Class B nominees was re-elected to the Board. There is one vacancy
on the Board, entitled to be filled by the Class B shareholders or the incumbent
Class B directors.
6,474,420 Class A shares were voted in favor of the ratification of
Price Waterhouse LLP, 6,184 Class A shares were voted against and 1,695 Class A
shares abstained. 76,737,120 Class B votes were cast in favor of the
ratification of Price Waterhouse LLP.
The proposed amendments to the Company's 1993 Equity Incentive Plan
increase by 750,000 the number of shares that may be issued under the plan and
authorize the Compensation Committee of the Board to grant stock appreciation
rights, performance grants and awards of restricted stock in addition to stock
options and stock bonuses as were available under the original plan. 1,684,872
Class A shares were voted in favor of the ratification of the amendments to the
Company's 1993 Equity Incentive Plan, 3,381,456 Class A shares were voted
against and 18,073 Class A shares abstained. 76,737,120 Class B votes were cast
in favor of the ratification of the amendments. Accordingly, the amendments of
the plan were adopted as proposed.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
1) Exhibits:
Exhibit 27 Financial Data Schedule
2) Form 8-K:
No reports on Form 8-K were filed during the quarter ended December 31,
1997.
9
<PAGE> 10
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.
THE ROBERT MONDAVI CORPORATION
Dated: February 13, 1998 By /s/ GREGORY M. EVANS
------------------------------------
Gregory M. Evans,
Senior Vice President and
Chief Financial Officer
FORWARD-LOOKING STATEMENTS
The above form 10-Q and other information provided from time to time by
the Company contain historical information as well as forward-looking statements
about the Company, the premium wine industry and general business and economic
conditions. Such forward-looking statements include, for example, projections or
predictions about the Company's future growth, consumer demand for its wines,
including new brands and brand extensions, margin trends, the premium wine grape
market and the Company's anticipated future investment in vineyards and other
capital projects. Actual results may differ materially from the Company's
present expectations. Among other things, reduced consumer spending or a change
in consumer preferences could reduce demand for the Company's wines. Similarly,
competition from numerous domestic and foreign vintners could affect the
Company's ability to sustain volume and revenue growth. The price of grapes, the
Company's single largest product cost, is beyond the Company's control and
higher grape costs may put more pressure on the Company's gross profit margin
than is currently forecast. Interest rates and other business and economic
conditions could increase significantly the cost and risks of projected capital
spending. For additional cautionary statements identifying important factors
that could cause actual results to differ materially from such forward-looking
information, please refer to Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations," in the Company's Annual Report
on Form 10-K for the fiscal year ended June 30, 1997, on file with the
Securities and Exchange Commission. For these and other reasons, no
forward-looking statement by the Company can nor should be taken as a guarantee
of what will happen in the future.
10
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 58,001
<ALLOWANCES> 0
<INVENTORY> 239,857
<CURRENT-ASSETS> 306,022
<PP&E> 284,008
<DEPRECIATION> 82,441
<TOTAL-ASSETS> 534,507
<CURRENT-LIABILITIES> 104,466
<BONDS> 169,897
0
0
<COMMON> 89,636
<OTHER-SE> 149,903
<TOTAL-LIABILITY-AND-EQUITY> 534,507
<SALES> 158,552
<TOTAL-REVENUES> 158,552
<CGS> 87,604
<TOTAL-COSTS> 87,604
<OTHER-EXPENSES> 41,218
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,393
<INCOME-PRETAX> 26,797
<INCOME-TAX> 10,452
<INCOME-CONTINUING> 16,345
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,345
<EPS-PRIMARY> 1.07
<EPS-DILUTED> 1.03
</TABLE>
