<PAGE> 1
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, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 1-13298
ZEIGLER COAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 36-3344449
(State of incorporation) (I.R.S. Employer Identification No.)
50 JEROME LANE
FAIRVIEW HEIGHTS, ILLINOIS 62208 (618) 394-2400
(Address of principal executive offices) (Zip Code) (Registrant's telephone number,
including area code)
</TABLE>
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 report(s)), and (2) has been subject to such filing
requirements for the past 90 days. [x] Yes [ ] No
As of April 15, 1998, a total of 28,201,711 shares of the Registrant's common
stock were outstanding.
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ZEIGLER COAL HOLDING COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998
TABLE OF CONTENTS
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<CAPTION>
ITEM PAGE
- ---- ----
<S> <C>
PART I
1 FINANCIAL STATEMENTS:
Condensed Consolidated Statements of Operations - Three Months
Ended March 31, 1998 and 1997 .............................................. 2
Condensed Consolidated Balance Sheets - March 31, 1998
and December 31, 1997 ........................................................ 3
Condensed Consolidated Statements of Cash Flows - Three Months
Ended March 31, 1998 and 1997 .............................................. 5
Notes to Condensed Consolidated Financial Statements ............................. 6
2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS ............................................................... 8
PART II
1 LEGAL PROCEEDINGS ...................................................................... 11
6 EXHIBITS AND REPORTS ON FORM 8-K ....................................................... 11
SIGNATURES ....................................................................................... 12
</TABLE>
i
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PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
(See following pages.)
1
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ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1998 1997
---- ----
(Unaudited) (Unaudited)
REVENUES:
<S> <C> <C>
Coal sales ............................................................................. $ 154,595 $ 152,152
Energy trading revenues ................................................................ 52,493 3,595
Other revenues ......................................................................... 7,734 8,905
--------- ---------
Total revenues ......................................................................... 214,822 164,652
--------- ---------
COSTS AND EXPENSES:
Cost of coal sales ..................................................................... 134,955 128,231
Energy trading costs ................................................................... 53,205 3,921
Selling, general and administrative expenses ........................................... 3,139 5,272
Other costs and expenses ............................................................... 5,668 7,247
--------- ---------
Total costs and expenses ............................................................... 196,967 144,671
--------- ---------
OPERATING EARNINGS ........................................................................ 17,855 19,981
NET INTEREST EXPENSE ...................................................................... 3,049 4,111
--------- ---------
EARNINGS BEFORE TAXES AND EXTRAORDINARY ITEM .............................................. 14,806 15,870
TAXES ..................................................................................... 2,665 2,856
--------- ---------
NET EARNINGS BEFORE EXTRAORDINARY ITEM .................................................... 12,141 13,014
EXTRAORDINARY ITEM - Loss on early extinguishment of debt, net of taxes ................... 6,637 -
--------- ---------
NET EARNINGS .............................................................................. $ 5,504 $ 13,014
========= =========
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic .................................................................................. 28,199 28,395
Diluted ................................................................................ 28,313 28,854
EARNINGS PER COMMON SHARE:
Basic -
Net earnings before extraordinary item .................................................. $ 0.43 $ 0.46
Extraordinary item ...................................................................... (0.23) -
--------- ---------
Net earnings ............................................................................ $ 0.20 $ 0.46
Diluted -
Net earnings before extraordinary item .................................................. $ 0.42 $ 0.45
Extraordinary item ...................................................................... (0.23) -
--------- ---------
Net earnings ............................................................................ $ 0.19 $ 0.45
</TABLE>
See notes to condensed consolidated financial statements.
2
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ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
(Unaudited) *
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and equivalents .............................................................. $ 12,374 $ 103,254
Receivables:
Trade accounts receivable (net of allowances of $937
and $1,891) .................................................................. 61,983 72,533
Other receivables ............................................................... 3,137 3,677
----------- -----------
Total receivables, net .......................................................... 65,120 76,210
Inventories:
Coal finished goods ............................................................. 9,590 9,287
Coal work in process ............................................................ 13,520 12,932
Mine supplies ................................................................... 18,166 18,937
----------- -----------
Total inventories ........................................................... 41,276 41,156
Other current assets .............................................................. 13,698 13,124
----------- -----------
Total current assets ........................................................ 132,468 233,744
----------- -----------
PROPERTY, PLANT AND EQUIPMENT:
Land and mineral rights ........................................................... 679,982 679,995
Prepaid royalties ................................................................. 19,526 20,173
Plant and equipment ............................................................... 554,112 540,566
----------- -----------
Total at cost ............................................................... 1,253,620 1,240,734
Less - Accumulated depreciation, depletion and amortization ....................... (421,918) (412,528)
----------- -----------
Property, plant and equipment, net .......................................... 831,702 828,206
----------- -----------
OTHER LONG-TERM ASSETS ............................................................... 14,300 15,454
----------- -----------
TOTAL ASSETS ......................................................................... $ 978,470 $ 1,077,404
=========== ===========
* Condensed from audited financial statements.
</TABLE>
See notes to condensed consolidated financial statements.
3
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ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except per share amounts)
<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
---- ----
(Unaudited) *
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
<S> <C> <C>
Current maturities of long-term debt .................................................... $ - $ 68,342
Accounts payable - trade ................................................................ 47,040 64,970
Other taxes payable ..................................................................... 22,800 22,527
Accrued payroll and related benefits .................................................... 18,880 20,103
Other accrued expenses .................................................................. 39,834 35,598
----------- -----------
Total current liabilities ......................................................... 128,554 211,540
LONG-TERM DEBT ............................................................................. 255,800 275,800
ACCRUED POSTRETIREMENT BENEFIT OBLIGATIONS ................................................. 255,597 253,700
ACCRUED PNEUMOCONIOSIS BENEFITS ............................................................ 35,870 36,156
ACCRUED MINE CLOSING COSTS ................................................................. 55,593 55,957
DEFERRED TAXES ............................................................................. 21,125 20,527
OTHER LONG-TERM LIABILITIES ................................................................ 44,768 45,984
COMMITMENTS AND CONTINGENCIES .............................................................. - -
----------- -----------
Total liabilities ................................................................. 797,307 899,664
----------- -----------
SHAREHOLDERS' EQUITY:
Common stock - $0.01 par value - authorized shares, 50,000; 28,444 shares
issued and 28,200 outstanding as of March 31,
1998 and 28,441 shares issued and 28,197 outstanding as of
December 31, 1997 ..................................................................... 284 284
Capital in excess of par value .......................................................... 73,154 73,120
Retained earnings ....................................................................... 113,673 110,284
----------- -----------
187,111 183,688
Less cost of common stock in treasury - 244 shares at March 31,
1998 and December 31, 1997 ............................................................ (5,948) (5,948)
----------- -----------
Total shareholders' equity ................................................ 181,163 177,740
----------- -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY ................................................. $ 978,470 $ 1,077,404
=========== ===========
* Condensed from audited financial statements.
</TABLE>
See notes to condensed consolidated financial statements.
4
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ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1998 1997
---- ----
(Unaudited) (Unaudited)
OPERATING ACTIVITIES:
<S> <C> <C>
Net earnings ......................................................................... $ 5,504 $ 13,014
Adjustments for differences between net earnings and cash
flows from operating activities:
Depreciation, depletion, and amortization ................................ 16,816 14,348
Other noncash items ...................................................... 1,639 (11,355)
Net (increase) decrease in working capital ............................... (4,347) 5,407
--------- ---------
Net cash provided by operating activities ......................................... 19,612 21,414
--------- ---------
INVESTING ACTIVITIES:
Additions to property, plant and equipment ........................................... (21,227) (8,787)
Cash paid for sale of Indiana assets ................................................. - (4,000)
Proceeds from sales of property, plant and equipment ................................. 1,157 2,159
--------- ---------
Net cash used in investing activities ............................................. (20,070) (10,628)
--------- ---------
FINANCING ACTIVITIES:
Payment of senior secured notes ...................................................... (198,342) -
Net borrowings under credit agreement ................................................ 110,000 -
Payment of dividends ................................................................. (2,114) (2,128)
Other ................................................................................ 34 369
--------- ---------
Net cash used in financing activities .................................................. (90,422) (1,759)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND EQUIVALENTS .................................... (90,880) 9,027
CASH AND EQUIVALENTS, BEGINNING OF PERIOD .......................................... 103,254 108,321
--------- ---------
CASH AND EQUIVALENTS, END OF PERIOD ................................................ $ 12,374 $ 117,348
========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid (received) for interest, net of amounts capitalized ........................ $ 4,161 $ (221)
Cash paid for income taxes, net of refunds ........................................... 434 147
</TABLE>
See notes to condensed consolidated financial statements.
5
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ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Zeigler
Coal Holding Company and subsidiaries (the "Company") at March 31, 1998 and 1997
and for the three month periods then ended, and the notes thereto, are unaudited
and do not include all of the disclosures required under generally accepted
accounting principles. However, in the opinion of management, all adjustments
which are necessary for a fair presentation of the financial statements have
been included. These financial statements should be read in conjunction with the
audited consolidated financial statements at December 31, 1997 and for the year
then ended.
The results of operations for the three month period ended March 31, 1998
are not necessarily indicative of the results to be expected for the full year.
2. INVENTORIES
Inventories have been valued using the average cost method and are stated
at the lower of cost or market.
3. NET EARNINGS PER COMMON SHARE
Basic net earnings per common share is computed using the weighted average
number of shares outstanding. Diluted net earnings per common share is computed
using the weighted average number of shares outstanding adjusted for the
incremental shares attributed to outstanding options to purchase common stock.
4. CONTINGENCIES
See Part II, Item 1., "Legal Proceedings".
5. RECLASSIFICATIONS
Certain prior year amounts have been reclassified to conform with the
current year presentation.
6. SEGMENT REPORTING
The Company adopted SFAS No. 131, Disclosures About Segments of an
Enterprise and Related Information, beginning with the Company's fourth quarter
of 1997. The Company has two reportable segments: coal and energy. The coal
segment is engaged in the mining of coal for utilities in the United States. The
energy segment is principally responsible for the trading and marketing of
electricity and natural gas within the U.S. These reportable segments are
separately managed strategic business units that offer different products and
services, and whose performance is evaluated based on earnings from operations
before interest, taxes, and extraordinary items. There were no sales or
transfers between segments in the first quarter of 1998 and 1997. The "Other"
category below consists of five operating segments that did not meet the
quantitative thresholds for determining reporting segments. These segments
consist primarily of amounts related to two import/export terminals, a clean
coal plant in Wyoming, the Company's environmental subsidiary, coal leases to
third parties, farming, timber sales, gains on sales of surplus assets, oil and
gas royalties, and selling, general and administrative costs.
6
<PAGE> 9
ZEIGLER COAL HOLDING COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
---------
1998 1997
---- ----
Revenues:
<S> <C> <C>
Coal $ 154,595 $ 152,152
Energy 52,493 3,595
Other 7,734 8,905
----------- -----------
Total $ 214,822 $ 164,652
Operating Earnings:
Coal $ 19,640 $ 23,921
Energy (712) (326)
Other (1,073) (3,614)
----------- -----------
Total $ 17,855 $ 19,981
Depreciation, Depletion, and Amortization:
Coal $ 15,692 $ 13,196
Energy 17 -
Other 1,107 1,152
----------- -----------
Total $ 16,816 $ 14,348
Capital Expenditures:
Coal $ 20,990 $ 8,543
Energy - 181
Other 237 63
----------- -----------
Total $ 21,227 $ 8,787
Assets:
Coal $ 887,155 $ 872,149
Energy 13,062 13,933
Other 78,253 191,322
----------- -----------
Total $ 978,470 $ 1,077,404
</TABLE>
7
<PAGE> 10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998 COMPARED TO
THE THREE MONTHS ENDED MARCH 31, 1997
RESULTS OF OPERATIONS
Net earnings for the first quarter ended March 31, 1998 were $5.5
million (19 cents per diluted share) compared to net earnings of $13.0 million
(45 cents per diluted share) in the same quarter of 1997. Excluding a first
quarter 1998 extraordinary charge of $6.6 million (23 cents per diluted share)
related to a loss on the early extinguishment of debt, first quarter net
earnings were $12.1 million (42 cents per diluted share) versus $13.0 million
(45 cents per diluted share) for the same period of 1997.
The $.9 million decrease in net earnings before the extraordinary item
primarily resulted from a 1997 nonrecurring benefit attributable to a revision
in mine closing estimates and lost coal claims ($5.5 million). In addition,
lower spot sales at Old Ben ($1.3 million), and lower gains on sales of surplus
assets ($1.4 million) were more than offset by increased sales volumes and
improved productivity at Pike County ($1.5 million), lower SG&A costs ($1.8
million), improved margins on the sale of purchased coal ($1.5 million), lower
expenses at the Company's clean coal demonstration plant ($1.0 million), and
lower interest expense ($.9 million).
REVENUES
Coal sales - Coal sales totaled $154.6 million in the first quarter of
1998, an increase of $2.4 million, or 2%, compared to the first quarter of 1997.
This increase resulted largely from higher volumes at Pike County due to the
start-up of the new Matrix Mining operations ($6.3 million), partially offset by
lower Midwest spot volume primarily due to the closure of Old Ben's Spartan mine
in the fourth quarter of 1997 ($3.8 million).
Energy trading revenues - Energy trading revenues represent the trading
and marketing of electricity and natural gas at EnerZ Corporation. Trading
revenues were $52.5 million for the three months ended March 31, 1998, as
compared to $3.6 million for the same period in 1997 reflecting the startup of
EnerZ's operations in the first quarter of 1997.
Other revenues - Other revenues decreased $1.2 million in the first
quarter of 1998 reflecting lower gains on sales of surplus assets, partially
offset by higher revenue at the import/export terminals.
COSTS AND EXPENSES
Cost of coal sales - Cost of coal sales increased $6.8 million from
$128.2 million in the first quarter of 1997 to $135.0 million in the same
quarter of 1998. This increase reflected unusually low costs in 1997 due to a
revision in mine closing estimates and lost coal claims ($6.7 million) and the
higher 1998 Pike County sales volume, partially offset by lower Old Ben spot
volume and improved costs on coal purchased for sale under long-term contracts.
Energy trading costs - The increase in costs for the first quarter of
1998 reflects the startup of trading activities in the first quarter of 1997.
Other costs and expenses - Other costs and expenses were $5.7 million
in the first quarter of 1998, a decrease of $1.6 million from the first quarter
of 1997. This decrease is primarily attributable to lower costs from the
Company's clean coal demonstration plant in Wyoming which was idled during the
third quarter of 1997.
8
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SELLING, GENERAL, AND ADMINISTRATIVE (SG&A) EXPENSES
SG&A expenses were $3.1 million for the first quarter of 1998, a
decrease of $2.1 million from the same quarter of 1997. This decrease primarily
reflected the first quarter 1998 reversal of incentive compensation accruals
based on lower than anticipated payouts related to 1997, and lower first quarter
1998 charges for stock appreciation units.
INTEREST EXPENSE
Net interest expense decreased $1.1 million in 1998 reflecting the
prepayment in January 1998 of the Company's 8.61% Senior Secured Notes.
TAXES
Lower pretax earnings were responsible for the decrease in taxes from
the first quarter of 1997 to 1998. The Company's effective tax rate was 18% for
both 1997 and 1998 first quarters.
EXTRAORDINARY ITEM
On January 5, 1998, Zeigler prepaid the outstanding balance of $198.3
million of the 8.61% Senior Secured Notes, using $68.3 million of cash and
borrowing $130.0 million under a new Credit Agreement's revolving credit
facility. Zeigler recognized an extraordinary loss of $8.8 million ($6.6
million, net of tax) consisting of a yield maintenance premium of $7.6 million
and the write-off of deferred financing costs.
FINANCIAL CONDITION
At March 31, 1998, cash and equivalents totaled $12.4 million, down
from $103.3 million at December 31, 1997. Cash generated from operating
activities during the first quarter 1998 was $19.6 million versus $21.4 million
in 1997.
Working capital was $3.9 million at March 31, 1998 and $22.2 million at
December 31, 1997. Trade accounts receivable and accounts payable have decreased
$10.6 million and $17.9 million, respectively, primarily due to lower 1998 first
quarter energy trading activities versus the fourth quarter of 1997, and higher
first quarter 1998 payments for capital additions. Other accrued expenses
increased $4.2 million reflecting higher deferred revenue relating to payments
received under restructured long-term contracts.
Net cash used in investing activities totaled $20.1 million during the
first quarter of 1998, compared to $10.6 million for the same period in 1997.
This increase primarily reflected higher first quarter 1998 expenditures for the
development of the North Rochelle mine, partially offset by a 1997 payment
related to the sale of certain Indiana assets. Full production at the North
Rochelle mine is estimated to begin in the first quarter of 1999. Remaining
expenditures for the development of this mine are estimated to be $32 million in
1998. The Company expects 1998 capital additions, excluding the development of
North Rochelle, to total approximately $40 million to $45 million. In addition,
the Company anticipates that, if Louisiana Generating LLC (in which a subsidiary
of the Company owns a 30% interest), is successful in its bid to purchase the
non-nuclear assets of Cajun Electric Power Cooperative, Inc., the Company will
invest approximately $80 million in Louisiana Generating LLC in late 1998.
Net cash used in financing activities totaled $90.4 million in the
first three months of 1998 compared to $1.8 million for the same period of 1997.
The 1998 cash use was primarily due to the prepayment of the 8.61% Senior
Secured Notes which was partially funded by borrowing $130.0 million under the
Company's new $700 million senior unsecured revolving credit and letter of
credit facility of which $20.0 million has been repaid by March 31, 1998. At
March 31, 1998, the Company had used $182.8 million for outstanding letters of
credit issued under this facility.
9
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The Company believes that it has the financial resources and borrowing
capacity needed to meet business requirements in the foreseeable future.
"Safe Harbor" Statement Under the Private Securities Litigation Reform
Act of 1995 - The preceding Management's Discussion and Analysis of Financial
Condition and Results of Operation and other items in this Report on Form 10-Q
contain forward-looking statements that are subject to risks and uncertainties
inherent in the Company's business. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth herein and elsewhere in
documents filed with the Securities and Exchange Commission, including, without
limitation, the Company's Forms 10-K and 10-Q. Forward-looking statements made
by the Company are used to describe business operations that fall into six areas
of operation. Those operations are subject to factors that can negatively or
positively affect the Company's results including, without limitation, the
following: weather; unexpected maintenance problems; variations in coal seam
thickness, amount of overburden, rock and other natural materials; disruption of
transportation services; labor problems; disputes and/or interruption of
deliveries under coal contracts due to circumstances affecting the customer;
permitting and other regulatory uncertainties; financing risks; legal
proceedings; engineering and construction risks; regulatory changes that limit
or slow the advance of deregulation in the utility marketplace; competition in
the wholesale power market; interruptions and uncertainties relating to fuel
supply and transportation; and other conditions.
10
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There was no material change during the quarter ended March 31, 1998,
in the legal proceedings reported in the Company's Form 10-K report for the year
ended December 31, 1997.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Reports on Form 8-K
The Company filed no Reports on Form 8-K during the quarter ended March 31,
1998.
-------------
11
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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 hereunto duly authorized.
ZEIGLER COAL HOLDING COMPANY
----------------------------
(Registrant)
April 16, 1998 /s/ Francis L. Barkofske
------------------------
Francis L. Barkofske
Chief Financial Officer
(Principal Financial
Officer and duly
authorized officer)
12
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CONDENSED
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF OPERATIONS AS OF MARCH 31, 1998
AND 1997 AND FOR THE THREE MONTH PERIODS THEN ENDED, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 12,374
<SECURITIES> 0
<RECEIVABLES> 65,120
<ALLOWANCES> 937
<INVENTORY> 41,276
<CURRENT-ASSETS> 132,468
<PP&E> 1,253,620
<DEPRECIATION> 421,918
<TOTAL-ASSETS> 978,470
<CURRENT-LIABILITIES> 128,554
<BONDS> 255,800
0
0
<COMMON> 284
<OTHER-SE> 180,879
<TOTAL-LIABILITY-AND-EQUITY> 978,470
<SALES> 214,822
<TOTAL-REVENUES> 214,822
<CGS> 193,828
<TOTAL-COSTS> 196,967
<OTHER-EXPENSES> 3,139
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,049
<INCOME-PRETAX> 14,806
<INCOME-TAX> 2,665
<INCOME-CONTINUING> 12,141
<DISCONTINUED> 0
<EXTRAORDINARY> 6,637
<CHANGES> 0
<NET-INCOME> 5,504
<EPS-PRIMARY> .20
<EPS-DILUTED> .19
</TABLE>
