<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 March 31, 1999
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 April 30, 1999, there were issued and outstanding 8,136,862 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>
MARCH 31, JUNE 30,
--------- --------
1999 1998
--------- --------
UNAUDITED
<S> <C> <C>
Current assets:
Cash and cash equivalents $ -- $ 2,683
Accounts receivable--trade, net 70,011 68,656
Inventories 287,393 256,770
Prepaid expenses and other current assets 6,341 8,239
-------- --------
Total current assets 363,745 336,348
Property, plant and equipment, net 238,719 215,301
Investments in joint ventures 21,679 18,666
Other assets 5,768 5,512
-------- --------
Total assets $629,911 $575,827
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Book overdraft $ 10,042 $ --
Accounts payable--trade 12,992 18,888
Employee compensation and related costs 8,873 9,881
Other accrued expenses 1,315 7,800
Current portion of long-term debt 10,389 10,984
Deferred taxes 9,592 10,200
Deferred revenue 1,742 2,618
-------- --------
Total current liabilities 54,945 60,371
Long-term debt, less current portion 256,557 222,557
Deferred income taxes 15,888 14,245
Deferred executive compensation 7,350 6,713
Other liabilities 259 339
-------- --------
Total liabilities 334,999 304,225
-------- --------
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--8,132,662 and
8,058,869 shares 80,153 79,040
Class B Common Stock, without par value:
Authorized--12,000,000 shares;
issued and outstanding--7,306,012 shares 11,732 11,732
Paid-in capital 5,144 4,776
Retained earnings 198,693 176,737
Accumulated other comprehensive income:
Cumulative translation adjustment (810) (683)
-------- --------
294,912 271,602
-------- --------
Total liabilities and shareholders' equity $629,911 $575,827
======== ========
</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 NINE MONTHS ENDED
----------------------------------------
MARCH 31, MARCH 31,
------------------ -------------------
1999 1998 1999 1998
------- ------- -------- --------
<S> <C> <C> <C> <C>
Gross revenues $93,454 $79,647 $277,970 $246,050
Less excise taxes 4,293 3,638 12,577 11,489
------- ------- -------- --------
Net revenues 89,161 76,009 265,393 234,561
Cost of goods sold 48,345 40,829 149,352 124,100
------- ------- -------- --------
Gross profit 40,816 35,180 116,041 110,461
Selling, general and administrative
expenses 24,328 21,469 73,498 62,687
------- ------- -------- --------
Operating income 16,488 13,711 42,543 47,774
Other income (expense):
Interest (3,877) (3,493) (10,766) (8,886)
Equity in net income of joint ventures (245) (327) 4,581 2,871
Other (165) 28 (658) (710)
------- ------- -------- --------
Income before income taxes 12,201 9,919 35,700 41,049
Provision for income taxes 4,696 3,868 13,744 16,008
------- ------- -------- --------
Net income $ 7,505 $ 6,051 $ 21,956 $ 25,041
======= ======= ======== ========
Earnings per share-Basic $ .49 $ .40 $ 1.43 $ 1.64
======= ======= ======== ========
Earnings per share-Diluted $ .47 $ .38 $ 1.39 $ 1.58
======= ======= ======== ========
Weighted average number of shares outstanding--
Basic 15,437 15,292 15,404 $ 15,243
======= ======= ======== ========
Weighted average number of shares outstanding--
Diluted 15,954 15,839 15,840 15,856
======= ======= ======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
3
<PAGE> 4
THE ROBERT MONDAVI CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED, IN THOUSANDS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
------------------------
MARCH 31,
------------------------
1999 1998
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 21,956 $ 25,041
Adjustments to reconcile net income to
net cash used in operating activities:
Deferred income taxes 1,035 1,596
Depreciation and amortization 11,242 10,166
Equity in net income of joint ventures (4,581) (2,871)
Other 775 22
Changes in assets and liabilities:
Accounts receivable--trade (1,355) 2,861
Inventories (31,456) (68,831)
Other assets 1,898 312
Accounts payable--trade and accrued
expenses (13,021) (1,859)
Deferred revenue (876) 791
Deferred executive compensation 637 342
Other liabilities (80) (644)
-------- --------
Net cash used in operating activities (13,826) (33,074)
-------- --------
Cash flows from investing activities:
Acquisitions of property, plant and
equipment (35,233) (36,889)
Proceeds from sale of assets -- 7,396
Distributions from joint ventures 2,251 1,362
Contributions to joint ventures (27) (209)
-------- --------
Net cash used in investing activities (33,009) (28,340)
-------- --------
Cash flows from financing activities:
Book overdraft 10,042 8,180
Net additions under notes payable to banks -- (8,750)
Proceeds from issuance of long-term debt 42,850 61,704
Principal repayments of long-term debt (9,445) --
Proceeds from issuance of Class A
Common Stock 293 200
Exercise of Class A Common Stock options 820 1,361
Other (408) (1,431)
-------- --------
Net cash provided by financing activities 44,152 61,264
-------- --------
Net decrease in cash and cash equivalents (2,683) (150)
Cash and cash equivalents at the beginning
of the period 2,683 150
-------- --------
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 March 31, 1999, its results of operations for the three and nine
month periods ended March 31, 1999 and 1998 and its cash flows for the nine
month periods ended March 31, 1999 and 1998. 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, 1998, on file at the Securities and
Exchange Commission. Certain fiscal 1998 balances have been reclassified to
conform with the current year presentation.
Effective July 1, 1998, the Company changed its wine inventory costing
method from the last-in, first-out (LIFO) method to the first-in, first-out
(FIFO) method. The primary reasons for the change in accounting method are:
management's belief that the FIFO method of accounting better matches revenues
and expenses of the Company's wines sold, and therefore provides a better method
of reporting the Company's results of operations; the FIFO method of accounting
will reduce intra-year cost of sales volatility; and the FIFO method of
accounting will provide improved financial comparability to other
publicly-traded companies in the industry. The accounting change has been
applied to prior years by retroactively restating the financial statements. The
effect of this restatement increased current assets, current liabilities and
retained earnings by $28.5 million, $10.2 million and $18.3 million,
respectively, as of July 1, 1998. The restatement decreased net income by $0.5
million, or $0.03 per share, for the three months ended March 31, 1998, and
increased net income by $2.2 million, or $0.14 per share, for the nine months
ended March 31, 1998.
Effective July 1, 1998, the Company also adopted Statement of Financial
Accounting Standards No. 130 (FAS 130), "Reporting Comprehensive Income." The
adoption of FAS 130 did not have a material impact on the Company's consolidated
financial statements. Comprehensive income for the three and nine months ended
March 31, 1999 and 1998 were as follows (in thousands):
<TABLE>
<CAPTION>
UNAUDITED
---------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
---------------------------------------
MARCH 31, MARCH 31,
------------------ -----------------
1999 1998 1999 1998
------ ------ ------- -------
<S> <C> <C> <C> <C>
Net income $7,505 $6,051 $21,956 $25,041
Foreign currency translation adjustment,
net of tax (218) (169) (127) (583)
------ ------ ------- -------
Comprehensive income $7,287 $5,882 $21,829 $24,458
====== ====== ======= =======
</TABLE>
5
<PAGE> 6
NOTE 2--INVENTORIES:
Inventories are valued at the lower of cost or market and inventory costs
are determined using the first-in, first-out (FIFO) method. Costs associated
with growing crops are recorded as inventory and are recognized as wine
inventory costs in the year in which the related crop is harvested.
Inventories consist of the following (in thousands):
<TABLE>
<CAPTION>
MARCH 31, JUNE 30,
--------- --------
1999 1998
--------- --------
UNAUDITED
---------
<S> <C> <C>
Wine in production $207,769 $170,708
Bottled wine 71,076 70,572
Crop costs and supplies 8,548 15,490
-------- --------
$287,393 $256,770
======== ========
</TABLE>
NOTE 3--REORGANIZATION AND OTHER ONE-TIME CHARGES:
During the second quarter of fiscal 1999, the Company implemented a series
of operational and organizational changes aimed at improving its competitiveness
and resources for investing in vineyards and wineries and providing stronger
marketing support for its wines. These changes included the reduction of
approximately 4% of the Company's workforce; the centralization of various
support functions; the write-down of excess imported wine inventory; and the
write-off of certain vineyard assets.
The Company eliminated 36 positions, primarily in Napa Valley winery
operations and in the administrative areas. These job eliminations, combined
with the centralization of finance, logistics, purchasing and customer service,
are intended to make the Company more efficient without affecting wine quality
or service levels. As a result of these organizational changes, the Company
recorded $1.5 million of employee separation expenses, which were included in
operating expenses for the period ended December 31, 1998.
During the second quarter of fiscal 1999, the Company also completed a
strategic review of its product portfolio and decided to focus more of its
resources on the Company's core brands: Robert Mondavi Winery, Robert Mondavi
Coastal and Woodbridge by Robert Mondavi. As a result, the Company lowered its
sales growth expectations for its Vichon Mediterranean brand. Based on revised
sales forecasts, the Company determined it had approximately 475,000 gallons of
excess imported wine inventory. Accordingly, the Company wrote-down the excess
inventory to its fair market value based on current market prices and recent
sales of similar bulk wine inventory. The resulting $4.0 million write-down was
included in cost of goods sold for the period ended December 31, 1998. The
Company expects to dispose of this excess inventory by the end of the next
fiscal year.
The Company also decided to prioritize the replanting of its internal
vineyards. As a result, the Company accelerated the removal of certain vineyards
for replant. The net book value of the vineyards removed totaled $0.5 million,
which was included in cost of goods sold for the period ended December 31, 1998.
6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THIRD QUARTER OF FISCAL 1999 COMPARED TO THIRD QUARTER OF FISCAL 1998
NET REVENUES Net revenues increased by 17.3%, reflecting a 15.4% increase in
sales volume and a 1.9% increase in net revenues per case.
COST OF GOODS SOLD Cost of goods sold increased by 18.4%, reflecting the
increase in sales volume and a shift in sales mix to wines with a higher average
cost per case.
Effective July 1, 1998, the Company changed its wine inventory costing method
from the last-in, first-out (LIFO) method to the first-in, first-out (FIFO)
method. The change has been applied to prior periods by retroactively restating
the financial statements. For a further discussion of the impact of this
accounting change, see Note 1 of Notes to Consolidated Financial Statements.
GROSS PROFIT As a result of the above factors, the Company's gross profit
percentage was 45.8% compared to 46.3% a year ago.
OPERATING EXPENSES Operating expenses increased by 13.3% due mainly to an
increase in sales and marketing expenses associated with increased sales volume.
The ratio of operating expenses to net revenues decreased to 27.3% from 28.2% a
year ago, reflecting economies of scale in personnel and overhead costs achieved
as a result of increased net revenues.
INTEREST Interest expense increased by 11.0% due mainly to an increase in the
Company's average borrowings that was partially offset by an increase in
interest capitalized.
PROVISION FOR INCOME TAXES The Company's effective tax rate was 38.5% compared
to 39.0% a year ago. The lower effective rate is primarily the result of an
increase in the benefit derived from manufacturing tax credits.
NET INCOME AND EARNINGS PER SHARE As a result of the above factors, net income
totaled $7.5 million, or $0.47 per diluted share, compared to $6.1 million, or
$0.38 per diluted share, a year ago.
7
<PAGE> 8
FIRST NINE MONTHS OF FISCAL 1999 COMPARED TO FIRST NINE MONTHS OF FISCAL 1998
REORGANIZATION AND OTHER ONE-TIME CHARGES During the second quarter of fiscal
1999, the Company implemented a series of operational and organizational changes
aimed at improving its competitiveness and resources for investing in vineyards
and wineries and providing stronger marketing support for its wines. As a result
of these changes, the Company recorded one-time charges totaling $6.0 million,
or $0.23 per diluted share, during the second quarter. Of this total, $4.5
million, or $0.17 per diluted share, related to asset impairment charges and
$1.5 million, or $0.06 per diluted share, related to employee separation
expenses. For a further discussion of these operational and organizational
changes, see Note 3 of Notes to Consolidated Financial Statements.
NET REVENUES Net revenues increased by 13.1%, reflecting an 11.6% increase in
sales volume and a shift in sales mix to Robert Mondavi Winery and Robert
Mondavi Coastal wines, which have higher net revenues per case.
COST OF GOODS SOLD Cost of goods sold increased by 20.3%, reflecting the
increase in sales volume, a shift in sales mix to wines with a higher average
cost per case and the $4.5 million in asset impairment charges discussed above.
Excluding these one-time charges, cost of goods sold increased by 16.7%.
GROSS PROFIT As a result of the above factors, the Company's gross profit
percentage was 43.7% compared to 47.1% a year ago. Excluding the one-time asset
impairment charges, the gross profit percentage was 45.4%.
OPERATING EXPENSES Operating expenses increased by 17.2% due mainly to an
increase in sales and marketing expenses associated with increased sales volume.
The ratio of operating expenses to net revenues increased to 27.7% from 26.7% a
year ago, reflecting the $1.5 million in employee separation expenses discussed
above combined with increased promotional spending per case, primarily in
advertising. Excluding the one-time employee separation charges, operating
expenses increased by 14.9% and the ratio of operating expenses to net revenues
was 27.1%.
INTEREST Interest expense increased by 21.2% due mainly to an increase in the
Company's average borrowings that was partially offset by an increase in
interest capitalized. The incremental borrowings were primarily used for
vineyard development, Woodbridge facility expansion and working capital
requirements.
EQUITY IN NET INCOME OF JOINT VENTURES The increase in equity in net income of
joint ventures was due mainly to improved income from the Opus One joint venture
during the period.
PROVISION FOR INCOME TAXES The Company's effective tax rate was 38.5% compared
to 39.0% a year ago. The lower effective rate is primarily the result of an
increase in the benefit derived from manufacturing tax credits.
NET INCOME AND EARNINGS PER SHARE As a result of the above factors, net income
totaled $22.0 million, or $1.39 per diluted share, compared to $25.0 million, or
$1.58 per diluted share, a year ago. Excluding the reorganization and other
one-time charges discussed above, net income was $25.6 million, or $1.62 per
diluted share.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Working capital as of March 31, 1999 was $308.8 million compared to $276.0
million at June 30, 1998. The $32.8 million increase in working capital was
primarily attributable to a $31.5 million increase in inventories. The Company
had a book overdraft of $10.0 million at March 31, 1999, compared to a cash
balance of $2.7 million at June 30, 1998.
Cash and cash equivalents decreased by $2.7 million during the first nine
months of fiscal 1999 as cash used in investing and operating activities
exceeded cash provided by financing activities. Cash used in operations totaled
$13.8 million, reflecting an increase in inventories required to support
expected future sales growth that was partially offset by net income, as well as
the non-cash impact on pre-tax income of depreciation and amortization. Cash
used in investing activities totaled $33.0 million, which reflects vineyard
development costs, purchases of barrels and production equipment for the 1998
harvest and Woodbridge facility expansion. Cash provided by financing activities
of $44.2 million reflects a net increase in long-term credit line borrowings.
The change to the FIFO method of accounting discussed above will result in
incremental taxes of approximately $17.2 million to be paid over four years
beginning in fiscal 1999. Payment of these incremental taxes will not change the
Company's effective tax rate.
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
March 31, 1999. The short-term credit lines expire on December 24, 1999. The
long-term credit lines expire on December 31, 2001.
YEAR 2000
The Year 2000 issue, which is common to most companies, relates to the
inability of computer systems, including information technology (IT) and non-IT
systems, to properly recognize and process date sensitive information with
respect to dates in the Year 2000 and thereafter. The Company believes that it
will be able to achieve Year 2000 compliance by the end of 1999 and it does not
expect any material disruption of its operations as a result of any failure by
the Company to achieve Year 2000 compliance. However, to the extent the Company
is not able to resolve any Year 2000 issues, the Company's business and results
of operations could be materially affected. This could result from computer
related failures in the Company's financial systems, manufacturing and warehouse
management systems, phone systems and electrical supply.
The Company has assessed its internal computer systems and software and is
in the process of modifying or replacing portions of its software so that its
operating systems will function properly with respect to dates in the Year 2000
and thereafter. The Company is also evaluating its non-IT systems with respect
to the Year 2000 issue. The Company's non-IT systems include phones, voicemail,
electricity, heating and air conditioning and security systems. The cost to the
Company of evaluating and modifying its own systems is not expected to be
material, nor does the Company believe that, with these modifications, the Year
2000 issue will pose significant operational problems for its computer and
non-IT systems. However, as testing of Year 2000 functionality of the Company's
systems must occur in a simulated environment, the Company will not be able to
test full system Year 2000 interfaces and capabilities prior to the Year 2000.
To the extent the Company is not able to address any of its Year 2000 issues,
the Company believes that it could revert to manual processes previously
employed or outsource work with minimal incremental cost.
9
<PAGE> 10
The Company is also in the process of evaluating system interfaces with
third-party systems, such as those with key suppliers, distributors and
financial institutions, for Year 2000 functionality. If the systems of other
companies with which the Company does business do not address any Year 2000
issues on a timely basis, the Company may experience a variety of problems which
may have a material adverse effect on the Company. These problems may include,
but are not limited to, loss of electronic data interchange capability with the
Company's customers and vendors, and failure of the Company's vendors to deliver
and bill for materials and products ordered by the Company. As a result, the
Company may experience inventory shortages or surpluses. Should these problems
arise, the Company expects to utilize voice, facsimile and/or mail communication
to place orders with vendors, receive customer orders and process customer
billings. In addition, the Company could utilize alternate sources of supply
should its vendors not resolve their Year 2000 issues on a timely basis.
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 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
March 31, 1999.
10
<PAGE> 11
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: May 14, 1999 By /s/ STEPHEN A. MCCARTHY
------------------------------------
Stephen A. McCarthy,
Chief Financial Officer
FORWARD-LOOKING STATEMENTS
The above Form 10-Q and other information provided from time to time by the
Company contains 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 and possible costs and operational risks associated with the
Year 2000 issue. 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, 1998, 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.
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1999
<PERIOD-START> JUL-01-1998
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 70,011
<ALLOWANCES> 0
<INVENTORY> 287,393
<CURRENT-ASSETS> 363,745
<PP&E> 335,505
<DEPRECIATION> 96,786
<TOTAL-ASSETS> 629,911
<CURRENT-LIABILITIES> 54,945
<BONDS> 256,557
0
0
<COMMON> 91,885
<OTHER-SE> 203,027
<TOTAL-LIABILITY-AND-EQUITY> 629,911
<SALES> 265,393
<TOTAL-REVENUES> 265,393
<CGS> 149,352
<TOTAL-COSTS> 149,352
<OTHER-EXPENSES> 73,498
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 10,766
<INCOME-PRETAX> 35,700
<INCOME-TAX> 13,744
<INCOME-CONTINUING> 21,956
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,956
<EPS-PRIMARY> 1.43<F1>
<EPS-DILUTED> 1.39<F2>
<FN>
<F1>Represents Basic EPS, calculated in accordance with SFAS No. 128.
<F2>Represents Diluted EPS, calculated in accordance with SFAS No. 128.
</FN>
</TABLE>