SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1994 COMMISSION FILE NUMBER 33-63044
VALCOR, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 74-2678674
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
5430 LBJ FREEWAY, SUITE 1700, DALLAS, TEXAS 75240-2697
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (214) 233-1700
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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS. YES X NO
THE REGISTRANT IS A WHOLLY-OWNED SUBSIDIARY OF VALHI, INC. (FILE NO. 1-5467) AND
MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTIONS H(1)(A) AND (B) OF FORM
10-Q FOR REDUCED DISCLOSURE FORMAT.
VALCOR, INC.
INDEX
PAGE
NUMBER
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
Consolidated Balance Sheets - December 31, 1993
and September 30, 1994 3-4
Consolidated Statements of Income - Three months
and nine months ended September 30, 1993 and 1994 5
Consolidated Statements of Cash Flows - Nine
months ended September 30, 1993 and 1994 6
Notes to Consolidated Financial Statements 7-10
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 11-14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K. 15
VALCOR, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
ASSETS December 31, September 30,
1993 1994
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 10,363 $ 13,980
Accounts and notes receivable 25,137 28,196
Receivable from affiliates 313 99
Inventories 28,600 28,936
Prepaid expenses 5,241 4,424
Deferred income taxes 904 2,083
Total current assets 70,558 77,718
Other assets:
Timber and timberlands 51,868 53,066
Intangible assets 21,080 19,767
Other 12,123 12,197
Total other assets 85,071 85,030
Property and equipment:
Land 15,989 18,915
Buildings 33,286 38,737
Equipment 136,252 145,742
Construction in progress 16,009 32,736
201,536 236,130
Less accumulated depreciation 84,688 94,653
Net property and equipment 116,848 141,477
$272,477 $304,225
</TABLE>
VALCOR, INC.
CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY December 31, September 30,
1993 1994
<S> <C> <C>
Current liabilities:
Current maturities of long-term debt $ 9,086 $ 15,930
Accounts payable 14,673 15,958
Accrued liabilities 19,279 26,518
Payable to affiliates 975 -
Income taxes 2,697 1,532
Total current liabilities 46,710 59,938
Noncurrent liabilities:
Long-term debt 185,690 185,105
Deferred income taxes 21,987 24,753
Other 4,239 4,120
Total noncurrent liabilities 211,916 213,978
Stockholder's equity:
Common stock 1 1
Additional paid-in capital 520 520
Retained earnings 13,095 29,601
Currency translation adjustment 235 187
Total stockholder's equity 13,851 30,309
$272,477 $304,225
</TABLE>
[FN]
Commitments and contingencies (Note 9)
VALCOR, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1993 1994 1993 1994
<S> <C> <C> <C> <C>
Revenues and other income:
Net sales $92,400 $95,240 $259,662 $278,440
Other, net 846 240 3,035 1,581
93,246 95,480 262,697 280,021
Costs and expenses:
Cost of sales 74,197 71,670 208,097 213,961
Selling, general and administrative 5,806 6,360 17,097 17,873
Interest 1,323 4,237 3,185 12,882
81,326 82,267 228,379 244,716
Income before income taxes 11,920 13,213 34,318 35,305
Provision for income taxes 5,450 4,203 14,035 12,975
Net income $ 6,470 $ 9,010 $ 20,283 $ 22,330
</TABLE>
VALCOR, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
1993 1994
<S> <C> <C>
Cash flows from operating activities:
Net income $ 20,283 $ 22,330
Depreciation, depletion and amortization 12,612 13,007
Deferred income taxes 2,951 1,460
Other, net (186) 341
35,660 37,138
Change in assets and liabilities:
Accounts and notes receivable (4,982) (2,989)
Inventories 1,718 (336)
Accounts payable and accrued liabilities 3,459 8,611
Accounts with affiliates (955) (761)
Other, net 998 (410)
Net cash provided by operating activities 35,898 41,253
Cash flows from investing activities:
Capital expenditures (15,892) (37,791)
Other, net (484) (245)
Net cash used by investing activities (16,376) (38,036)
Cash flows from financing activities:
Additions to long-term debt 121,608 65,670
Principal payments on long-term debt (62,810) (59,410)
Repayment of loans from Valhi (2,000) -
Dividends paid to Valhi (73,932) (5,824)
Net cash provided (used) by financing activities (17,134) 436
Net cash provided 2,388 3,653
Currency translation (164) (36)
Cash and equivalents at beginning of period 9,586 10,363
Cash and equivalents at end of period $ 11,810 $ 13,980
Supplemental disclosures - cash paid for:
Interest, net of amount capitalized $ 2,632 $ 9,811
Income taxes 11,181 12,576
</TABLE>
VALCOR, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION:
The consolidated balance sheet at December 31, 1993 has been condensed from
the Company's audited consolidated financial statements at that date. The
consolidated balance sheet at September 30, 1994 and the consolidated statements
of income and cash flows for the interim periods ended September 30, 1993 and
1994 have been prepared by the Company, without audit. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
necessary to present fairly the consolidated financial position, results of
operations and cash flows have been made. The results of operations for the
interim periods are not necessarily indicative of the operating results for a
full year or of future operations.
Certain information normally included in financial statements prepared in
accordance with generally accepted accounting principles has been condensed or
omitted. The accompanying consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-K for the year ended
December 31, 1993 (the "1993 Annual Report"). Commitments and contingencies are
discussed in Note 9, Item 2 -- "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the 1993 Annual Report.
NOTE 2 - BUSINESS SEGMENT INFORMATION:
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1993 1994 1993 1994
(In millions)
<S> <C> <C> <C> <C>
Net sales:
Forest products - Medite
Corporation $48.2 $49.6 $131.7 $143.0
Hardware products - National
Cabinet Lock, Inc. 16.2 17.0 46.6 52.5
Fast food - Sybra, Inc. 28.0 28.6 81.4 82.9
$92.4 $95.2 $259.7 $278.4
Operating income:
Forest products $ 6.8 $10.8 $ 19.6 $ 27.5
Hardware products 4.2 4.6 11.2 14.7
Fast food 2.2 2.2 6.2 6.1
13.2 17.6 37.0 48.3
Corporate and other, net - (.1) .5 (.1)
Interest expense (1.3) (4.3) (3.2) (12.9)
Income before income taxes $11.9 $13.2 $ 34.3 $ 35.3
</TABLE>
NOTE 3 - INVENTORIES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1994
(IN THOUSANDS)
<S> <C> <C>
Raw materials:
Forest products $14,704 $12,887
Hardware products 1,034 1,031
Fast food 1,329 1,319
17,067 15,237
In process products:
Forest products 1,450 1,579
Hardware products 3,179 3,955
4,629 5,534
Finished products:
Forest products 1,260 1,919
Hardware products 1,901 2,272
3,161 4,191
Supplies 3,743 3,974
$28,600 $28,936
</TABLE>
NOTE 4 - ACCRUED LIABILITIES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1994
(IN THOUSANDS)
<S> <C> <C>
Current accrued liabilities:
Employee benefits $ 9,133 $ 9,042
Interest 1,698 4,213
Insurance claims and expenses 3,304 3,657
Other 5,144 9,606
$19,279 $26,518
Other noncurrent liabilities:
Insurance claims and expenses $ 1,541 $ 1,604
Accrued OPEB cost 279 279
Other 2,419 2,237
$ 4,239 $ 4,120
</TABLE>
NOTE 5 - LONG-TERM DEBT:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1994
(IN THOUSANDS)
<S> <C> <C>
Valcor - 9 5/8% Senior Notes Due 2003 $100,000 $100,000
Medite:
U.S. bank credit agreement 61,000 67,000
Irish bank credit agreements 8,441 20,134
State of Oregon term loan 4,328 4,189
Other 267 247
74,036 91,570
Sybra:
Bank credit agreements 13,387 2,800
Capital lease obligations 7,133 6,482
Other 41 33
20,561 9,315
National Cabinet Lock 179 150
194,776 201,035
Less current maturities 9,086 15,930
$185,690 $185,105
</TABLE>
NOTE 6 - ACCOUNTS WITH AFFILIATES:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1994
(IN THOUSANDS)
<S> <C> <C>
Receivable from affiliates:
Income taxes $294 $ 71
Other 19 28
$313 $ 99
Payable to affiliates - other $975 $ -
</TABLE>
NOTE 7 - INTANGIBLE AND OTHER NONCURRENT ASSETS:
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1993 1994
(IN THOUSANDS)
<S> <C> <C>
Intangible assets:
Goodwill $ 5,500 $ 5,374
Franchise fees 7,257 6,557
Other 8,323 7,836
$21,080 $19,767
Other assets:
Deferred financing costs $ 4,189 $ 3,641
Prepaid pension cost 3,899 4,452
Property held for sale 3,810 4,036
Other 225 68
$12,123 $12,197
</TABLE>
NOTE 8 - PROVISION FOR INCOME TAXES:
<TABLE>
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30,
1993 1994
(IN MILLIONS)
<S> <C> <C>
Expected tax expense at 35% $12.0 $12.4
Non-U.S. tax rates (1.0) (1.4)
Incremental U.S. tax on non-U.S. earnings 2.4 1.5
State income taxes and other, net .6 .5
$14.0 $13.0
</TABLE>
NOTE 9 - COMMITMENTS AND CONTINGENCIES:
At September 30, 1994, the estimated cost to complete capital projects in
process approximated $9 million, principally $5 million related to an expansion
of Medite's medium density fiberboard plant in Ireland and $3 million for new
Sybra stores. Medite's Irish subsidiary has entered into certain currency
forward contracts to hedge exchange rate risk on the equivalent of approximately
$3 million of equipment purchase obligations denominated primarily in Deutsche
marks. At September 30, 1994, the fair value of such currency contracts
approximated the contract value.
Medite has entered into interest rate swap agreements to effectively
convert $26 million of term debt due 1998 to 2000 from a LIBOR-based floating
rate to fixed interest rates averaging 7.6%. At September 30, 1994, the
estimated fair value of such swap agreements was $2 million, which represents
the estimated payment Medite would receive if the swap agreements were
terminated at that date.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
RESULTS OF OPERATIONS:
GENERAL
Operating earnings in 1994 were almost one-third above 1993 levels as the
Company's operating income margin increased to 17% from 14% in 1993. The
improved earnings and margins, driven primarily by the forest products segment,
are discussed below. The operating earnings improvements more than offset the
higher interest expense resulting from the Company's recapitalization completed
during the third and fourth quarters of 1993, and net income for the third
quarter increased 39%, to $9 million, and increased 10%, to $22.3 million, for
the nine-month period.
FOREST PRODUCTS
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, % September 30, %
1993 1994 Change 1993 1994 Change
(In millions) (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net sales:
Medium density fiberboard $29.2 $34.2 +17% $ 82.4 $97.7 + 19%
Solid wood products 19.2 15.7 -18% 50.5 46.2 - 9%
Eliminations (.2) (.3) (1.2) (.9)
$48.2 $49.6 + 3% $131.7 $143.0 + 9%
Operating income:
Medium density fiberboard $ 3.9 $ 7.2 +87% $ 9.5 $20.2 +114%
Solid wood products 2.9 3.6 +20% 10.1 7.3 - 28%
$ 6.8 $10.8 +58% $ 19.6 $27.5 + 40%
Operating income margins:
MDF 13.3% 21.2% 11.5% 20.7%
Solid wood 15.5% 22.7% 20.1% 15.8%
Total 14.2% 21.8% 14.9% 19.2%
</TABLE>
Medium density fiberboard. The significant improvements in MDF earnings
and margins were primarily price-driven, with average selling prices up 22% for
the quarter and up 17% for the first nine months of 1994. Sales of higher-
priced specialty MDF products have continued to increase and represented 31% of
MDF sales dollars in the first nine months of 1994, up from 22% during the 1993
period. While per-unit wood fiber costs have increased only slightly, resin
cost increases have added about 5% to aggregate MDF cost of sales in 1994.
Medite's primary strategic focus is to continue its expansion in the
growing market for MDF, including further penetration of higher-margin specialty
MDF markets. Medite's MDF plants have been operating at a very high rate of
capacity. The expanded Irish plant, which will increase Medite's total MDF
capacity by about 25%, is expected to produce marketable product in the fourth
quarter and to be fully operational by early 1995.
Solid wood products. Medite actively manages its timber resources and
varies its manufacture of wood products such as lumber and veneer, and
emphasizes or de-emphasizes the direct sale of logs, depending upon market
conditions. Solid wood sales and earnings fluctuations were in large part a
result of market-based volume decisions made by the Company, including reducing
the volume of logs offered for sale during 1994 and curtailing veneer and lumber
production during a portion of the second and third quarters of 1994.
Solid wood earnings in 1994 were aided by lower average log costs
(resulting primarily from a change in mix of timber sources) while earnings in
early 1993 were aided by higher volumes related to reductions in certain
inventories following the closure of Medite's plywood operations in January
1993.
HARDWARE PRODUCTS
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1993 1994 % Change 1993 1994 % Change
(In millions) (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net sales $16.2 $17.0 +5% $46.6 $52.5 +13%
Operating income 4.2 4.6 +9% 11.2 14.7 +31%
Operating income margin 26.2% 27.4% 24.1% 28.1%
</TABLE>
Sales, operating income and margins all improved as volumes increased in
each of the three major product lines (locks, computer keyboard support arms and
drawer slides). Keyboard support arm sales were up 15% and accounted for about
one-fourth of year-to-date hardware product sales. National Cabinet Lock
continues to add new products to its STOCK LOCKS product line as well as to its
keyboard support and drawer slide lines.
FAST FOOD
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
1993 1994 % Change 1993 1994 % Change
(In millions) (In millions)
<S> <C> <C> <C> <C> <C> <C>
Net sales $28.0 $28.6 +2% $81.4 $82.9 +2%
Operating income 2.2 2.2 -4% 6.2 6.1 -3%
Operating income margin 7.8% 7.3% 7.6% 7.3%
Arby's restaurants operated:
At end of period 158 159 +1% 158 159 +1%
Average during the period 158 159 +1% 159 158 -1%
</TABLE>
Aggregate fast food results were comparable to last year as new store sales
more than offset sales of stores closed. Comparable store sales were up about
1% year-to-date and were down nominally during the third quarter. The fast food
industry is very competitive. The increased usage of lower-margin value-priced
sandwiches, the market responsive introduction of higher cost new menu items and
the training costs associated with the increased number of new stores opened
have slightly dampened operating margins.
OTHER
Corporate and other, net in 1993 consists of the previously reported
business unit disposition gain resulting from a change in estimate of the loss
accrued in 1992 related to the closure of Medite's plywood operations.
Interest expense increased principally due to higher debt levels resulting
from the Company's 1993 recapitalization. Approximately $137 million of the
Company's long-term debt (two-thirds of amounts outstanding at September 30,
1994) bears interest at fixed rates averaging 9.2%. The average interest rate
on floating rate borrowings outstanding at September 30, 1994 was 7.1%.
Income tax rates vary by jurisdiction (country and/or state), and relative
changes in the geographic source of the Company's pre-tax earnings can result in
fluctuations in the Company's consolidated effective income tax rate.
LIQUIDITY AND CAPITAL RESOURCES:
CONSOLIDATED CASH FLOWS
Operating activities. Changes in assets and liabilities result primarily
from the timing of production, sales and purchases and generally tend to even
out over time. Semi-annual interest payments on the Valcor Senior Notes began
in May 1994 and accounted for about two-thirds of the $7.2 million comparative
increase in cash interest payments.
Investing activities. Capital expenditures were almost $22 million higher
in the 1994 period primarily due to Medite's Irish plant expansion and Sybra's
new store expenditures. Total capital expenditures for the fourth quarter of
1994 are estimated at $6 million, principally for these Medite and Sybra
programs. Such capital expenditures are expected to be financed primarily from
operations or existing credit facilities. Capital budgets for 1995 have not yet
been finalized, however capital spending is expected to be lower than in 1994
due to completion of the Irish MDF project.
Financing activities. Net borrowings were $6 million in 1994, including
$12 million of project financing for Medite's Irish plant expansion. Net
borrowings totaled $57 million in the 1993 period and were used principally to
pay a $60 million dividend to Valhi as part of the Company's recapitalization.
At September 30, 1994, unused credit available under existing facilities
approximated $51 million. Medite's $15 million U.S. revolving bank credit
agreement was recently extended one year to September 1996, and its $12 million
Irish revolving credit agreement was extended to April 1995.
OTHER
Forest Products. As discussed above, the expansion of Medite's Irish MDF
plant will increase plant capacity by approximately 75% and increase its
worldwide MDF production capacity approximately 25%. Medite is evaluating other
long-range strategic opportunities to further expand its worldwide MDF
production capacity.
Hardware Products. National Cabinet Lock's major plants are operating at a
high rate of capacity and capital spending continues to address market demands.
In this regard, a new $1.8 million plating line designed to increase capacity,
reduce costs and improve quality in the Canadian drawer slide line is expected
to be completed before year-end. The Company continues to explore additional
expansion opportunities for its high-margin hardware products.
Fast Food. Sybra opened four new Arby's restaurants during the first nine
months of 1994 with three more to open by year-end. Sybra's required new store
opening schedule under its Development Agreement with Arby's, Inc. includes
eight stores in 1995 and an additional 13 stores by various dates through 1997.
Sybra currently anticipates that its expansion program will meet or exceed this
schedule. Sybra continually evaluates the profitability of its restaurants, and
in this regard closed five stores early in 1994 and may close five to seven
stores in late 1994 or early 1995.
The parent company of Arby's, Inc. has announced that it is acquiring the
Long John Silver's seafood chain and that it may make dual-branding available to
franchisees of both chains. The Company may consider such concept when
available.
General corporate. Valcor's operations are conducted through its wholly-
owned subsidiaries and its long-term ability to meet its obligations
(principally debt service on the 9 5/8% Senior Notes) is largely dependent on
the receipt of dividends or other distributions from its subsidiaries. Various
credit agreements to which Valcor's subsidiaries are parties contain customary
limitations on the payment of dividends, typically a percentage of net income or
cash flow; however the Company believes that distributions from subsidiaries
will be sufficient to enable Valcor to meet its obligations. Valcor has not
guaranteed any indebtedness of its subsidiaries.
Valcor dividends to Valhi are generally limited to 50% of consolidated net
income, as defined in the indenture governing the 9 5/8% Senior Notes. At
September 30, 1994, $3.7 million was available for dividends, which dividends
the Company currently expects to pay.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
27.1 - Financial Data Schedule for the nine-month period ended
September 30, 1994.
(b) Reports on Form 8-K
Reports on Form 8-K for the quarter ended September 30, 1994 and the
month of October 1994:
July 28, 1994 - Reported Items 5 and 7.
October 25, 1994 - Reported Items 5 and 7.
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.
VALCOR, INC.
(Registrant)
Date October 31, 1994 By /s/ William C. Timm
William C. Timm
Vice President - Finance and
Treasurer
(Principal Financial Officer)
Date October 31, 1994 By /s/ J. Thomas Montgomery, Jr.
J. Thomas Montgomery, Jr.
Vice President and Controller
(Principal Accounting Officer)
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.
VALCOR, INC.
(Registrant)
Date October 31, 1994 By
William C. Timm
Vice President - Finance and
Treasurer
(Principal Financial Officer)
Date October 31, 1994 By
J. Thomas Montgomery, Jr.
Vice President and Controller
(Principal Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM VALCOR,
INC.'S CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1994, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 13,980
<SECURITIES> 0
<RECEIVABLES> 28,595
<ALLOWANCES> 641
<INVENTORY> 28,936
<CURRENT-ASSETS> 77,718
<PP&E> 236,130
<DEPRECIATION> 94,653
<TOTAL-ASSETS> 304,225
<CURRENT-LIABILITIES> 59,938
<BONDS> 185,105
<COMMON> 1
0
0
<OTHER-SE> 30,308
<TOTAL-LIABILITY-AND-EQUITY> 304,225
<SALES> 278,440
<TOTAL-REVENUES> 278,440
<CGS> 213,961
<TOTAL-COSTS> 213,961
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 175
<INTEREST-EXPENSE> 12,882
<INCOME-PRETAX> 35,305
<INCOME-TAX> 12,975
<INCOME-CONTINUING> 22,330
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,330
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
