<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 1997
Commission file number 1-13286
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DUFF & PHELPS CREDIT RATING CO.
(Exact name of Registrant as specified in its Charter)
ILLINOIS 36-3569514
(State of Incorporation) (I.R.S. Employer
Identification No.)
55 EAST MONROE STREET, CHICAGO, ILLINOIS 60603 (312)368-3100
(Address of principal executive offices) (Registrant's telephone
number)
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
--- ---
On September 30, 1997, the registrant had 4,908,468 shares of common stock
outstanding.
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<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
Quarter Ended September 30, 1997
Index
PART I. - FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Condensed Statements of Income 1
Three Months Ended September 30, 1997 and
Three Months Ended September 30, 1996
Consolidated Condensed Statements of Income 2
Nine Months ended September 30, 1997 and
Nine Months ended September 30, 1996
Consolidated Balance Sheets 3
September 30, 1997 and December 31, 1996
Consolidated Statements of Cash Flows 4
Nine Months Ended September 30, 1997 and
Nine Months Ended September 30, 1996
Notes to the Consolidated Financial Statements 5-7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF 8-9
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 10
<PAGE>
Part I. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Three Months Three Months
Ended Ended
September 30, September 30,
1997 1996
------------- -------------
REVENUES (NOTE 1) $16,710 $12,184
EXPENSES
Employment expenses 7,131 5,020
Other operating expenses 4,411 2,609
Name usage fees--paid to former
parent (Note 2) 500 500
Depreciation and amortization (Note 1) 555 505
---------- ----------
Total expenses 12,597 8,634
OPERATING INCOME 4,113 3,550
Other income 91 125
Interest expense (Note 3) 131 89
EARNINGS BEFORE INCOME TAXES 4,073 3,586
Income taxes 1,793 1,524
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NET EARNINGS $2,280 $2,062
---------- ----------
---------- ----------
Weighted average shares outstanding (Note 1) 5,238 5,822
EARNINGS PER SHARE (NOTE 1) $0.44 $0.35
-1-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In Thousands, Except Per Share Data)
(Unaudited)
Nine Months Nine Months
Ended Ended
September 30, September 30,
1997 1996
------------- -------------
REVENUES (NOTE 1) $47,999 $37,412
EXPENSES
Employment expenses 20,004 15,473
Other operating expenses 12,081 7,796
Name usage fees--paid to former
parent (Note 2) 1,500 1,500
Depreciation and amortization (Note 1) 1,629 1,513
---------- ----------
Total expenses 35,214 26,282
OPERATING INCOME 12,785 11,130
Other income 317 222
Interest expense (Note 3) 348 316
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EARNINGS BEFORE INCOME TAXES 12,754 11,036
Income taxes 5,456 4,699
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NET EARNINGS $7,298 $6,337
---------- ----------
---------- ----------
Weighted average shares outstanding (Note 1) 5,331 5,875
EARNINGS PER SHARE (NOTE 1) $1.37 $1.08
-2-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
ASSETS 1997 1996
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(Unaudited)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 273 $ 0
Accounts receivable, net of allowance for doubtful
accounts of $356 and $219, respectively 12,546 10,298
Other assets 705 642
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Total current assets 13,524 10,940
OFFICE FURNITURE, EQUIPMENT AND LEASEHOLD IMPROVEMENTS,
net of accumulated depreciation of $3,847 and
$3,042, respectively (Note 1) 4,707 4,540
OTHER ASSETS:
Intangible assets (Note 1) 2,091 2,319
Goodwill (Note 1) 22,533 23,094
Other long-term investments 1,685 1,019
Other long-term assets 66 214
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TOTAL ASSETS $44,606 $42,126
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accrued compensation and employment taxes $ 6,048 $ 5,756
Accounts payable 3,405 3,193
Accrued income tax (271) 576
Advance service fee billings to clients (Note 1) 1,746 1,314
Other current liabilities 31 15
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Total current liabilities 10,959 10,854
LONG -TERM DEBT (Note 3) 9,500 5,500
OTHER LONG-TERM LIABILITY (Note 4) 17 717
STOCKHOLDERS' EQUITY:
Preferred stock, no par value: 3,000 shares authorized,
zero outstanding 0 0
Common stock, no par value; 15,000 shares authorized,
4,908 and 5,152 shares issued and outstanding, respectively 50 5,030
Retained earnings 24,080 20,025
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TOTAL STOCKHOLDERS' EQUITY 24,130 25,055
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $44,606 $42,126
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</TABLE>
-3-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Nine Months
Ended Ended
September 30, September 30,
1997 1996
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 7,298 $ 6,337
Decrease (increase) in accounts receivable (2,247) 1,930
Increase (decrease) in accrued compensation and
employment taxes 292 (1,062)
Increase (decrease) in advance service fee billings 432 (319)
Depreciation and amortization 1,629 1,513
Decrease in income taxes payable (369) (128)
Increase (decrease) in other assets and liabilities - net (553) 318
---------- ----------
Cash provided by operating activities 6,482 8,589
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CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in other long-term investments (507) (318)
Purchase of office furniture, equipment
and leasehold improvements-net of retirements (990) (1,231)
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Cash used in investing activities (1,497) (1,549)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred finance costs (11) (7)
Dividends paid to shareholders (453) (492)
Issuances of common stock 967 994
Repurchase of common stock (9,215) (6,245)
Increase of long-term debt 16,750 (1,500)
Decrease of long-term debt (12,750) 0
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Cash used in financing activities (4,712) (7,250)
---------- ----------
NET CHANGE IN CASH 273 (210)
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CASH, BEGINNING OF PERIOD 0 233
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CASH, END OF PERIOD $ 273 $ 23
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---------- ----------
</TABLE>
-4-
The accompanying notes to the consolidated financial statements are
an integral part of these statements.
<PAGE>
DUFF & PHELPS CREDIT RATING CO. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1 SIGNIFICANT ACCOUNTING POLICIES:
GENERAL
Duff & Phelps Credit Rating Co. (the "Company") is an internationally
recognized credit rating agency which provides ratings and research on
corporate, structured and sovereign financings, as well as insurance claims
paying ability. The Company has offices in Chicago, New York, London and Hong
Kong and operates directly or through international partners in North and South
America, Europe, Asia and Africa. The Company is also a designated rating
agency in Japan.
On October 31, 1994, the spin-off of the Company from its former parent
company, Phoenix Duff & Phelps Corporation, formerly Duff & Phelps Corporation
("D&P"), was finalized. The Company's shares, held by D&P, were distributed
October 31, 1994, to D&P shareholders as a tax-free distribution. D&P
shareholders received one of the Company's shares for every three shares held of
D&P. The distribution resulted in the Company operating as a free standing
entity whose common stock is publicly traded on the New York Stock Exchange
under the ticker symbol "DCR."
BASIS OF PRESENTATION
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates affect the reported amounts of assets, liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements. In addition, they affect the reported amounts of revenues and
expenses during the period. Actual results could differ from those estimates.
The accompanying consolidated financial statements have been prepared in
accordance with generally accepted accounting principles and include those
assets, liabilities, revenues and expenses directly attributable to the
Company's operations in the periods presented.
PRINCIPLES OF CONSOLIDATION
During July 1994, the Company organized a U.S. subsidiary, Duff & Phelps
Credit Rating Co. of Europe, with an office located in London, England. In July
1996, the Company organized a U.S. subsidiary, Duff & Phelps Credit Rating Co.
of Asia, with an office in Hong Kong. The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries, Duff &
Phelps Credit Rating Co. of Europe and Duff & Phelps Credit Rating Co. of Asia.
All significant intercompany balances have been eliminated.
EARNINGS PER SHARE
Earnings per share were computed using the weighted average number of
shares of common stock and common stock equivalents outstanding. Common stock
equivalents are based on outstanding stock options under a non-qualified stock
option plan.
-5-
<PAGE>
REVENUE RECOGNITION
Rating revenues are typically recognized when services rendered for credit
ratings are complete, generally when billed. Revenues are dependent, in large
part, on levels of debt issuance. The Company's fee schedule depends on the
type and amount of securities rated and the complexity of securities issued.
Research revenues are billed in advance and amortized over the subscription
period.
GOODWILL AND INTANGIBLE ASSETS
In 1987, an acquisition of the former parent resulted in goodwill and
intangible assets allocated to the Company of approximately $5.0 million and
$6.0 million, respectively. In 1989, another acquisition of the former parent
resulted in a "push-down" of goodwill to the Company of approximately $24.0
million.
Goodwill and intangible assets are shown net of accumulated amortization.
Goodwill is amortized over its estimated remaining life of approximately 31
years, and intangible assets are amortized over remaining lives of 3 through
12 years.
The Company periodically evaluates whether significant events have
occurred which may require a revision of the estimated useful life of
goodwill and intangible assets or an impairment of the recoverability of
remaining balances. The Company uses an estimate of future undiscounted cash
flows over the remaining useful life of goodwill and intangible assets to
measure recoverability as required by Statement of Financial Accounting
Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of."
DEPRECIATION AND AMORTIZATION
Office furniture and equipment are stated at cost less accumulated
depreciation and are depreciated on a straight-line basis over the estimated
remaining lives of the assets, which, on a composite basis, is five years.
Leasehold improvements are amortized over the remaining lives of the related
leases, which, on a composite basis, is 11 years.
NEW ACCOUNTING PRONOUNCEMENTS
Recently the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128") which changes the disclosure
of earnings per share ("EPS") data. SFAS 128 replaces the presentation of
"primary" EPS with "basic" EPS. Under SFAS 128 "diluted" EPS, the dilutive
effect of outstanding share options is computed similarly to "primary" EPS as
calculated by the Company in the accompanying financial statements. Under SFAS
128 the dilutive effect of outstanding shares is computed using the "average
share price" for the period rather than the "greater of the average share price
or end of period share price." By these standards the pro forma basic EPS for
the nine months ended September 30, 1997 would be $1.45 per share for 5,035,618
average shares outstanding; and for the nine months ended September 30, 1996
would be $1.16 per share for 5,465,467 average shares outstanding. The
difference between these weighted average share figures and those presented on
the consolidated condensed statements of income is due to the dilutive effect of
outstanding stock options.
2 RELATED PARTIES:
SERVICE FEES PAID TO D&P
A name use fee agreement in effect between the Company and D&P requiring
payment of $2 million per year is included in the Company's financial results
for the periods presented. Effective September 30, 2000, the name use fee
reduces to $10 thousand per year.
-6-
<PAGE>
SERVICE FEES PAID TO THE COMPANY
The Company and D&P are parties to service and support agreements under
which the Company provides D&P with fixed income research services for an annual
fee of $0.9 million and administrative services for a fee that represents actual
expenses incurred by the Company on behalf of D&P. For the periods presented,
the fixed-income research fees are included in revenue, and the administrative
support fees offset other operating expenses. The fixed income research
agreement expires on September 30, 2000.
3 LONG-TERM DEBT AND SUPPLEMENTAL CASH FLOWS INFORMATION:
Long-term debt obligations were $9.5 million and $5.5 million, bearing
interest of 6.2 percent and 6.3 percent, for the periods ended September 30,
1997 and December 31, 1996, respectively. Cash interest and fees paid were $.1
million for three months ended September 30, 1997 and $.4 million for the nine
months ended September 30, 1997.
Dividends paid totaled $0.2 million, and repurchases of 41,155 shares
amounted to $1.2 million during the third quarter of 1997.
Income taxes paid were $1.6 million during the third quarter of 1997 and
$5.7 million in the nine months of 1997.
4 LITIGATION MATTERS:
During 1993, several legal actions were filed against the Company in the
U.S. District court for the Southern District of New York by holders of secured
promissory notes ("Notes") of Towers Financial Corporation ("Towers") and
holders of bonds ("Bonds") issued by subsidiaries of Towers in five structured
financing transactions. Towers collapsed in 1993 amid allegations of massive
fraud and is in bankruptcy. The Company had rated the Bonds but had not rated
the Notes. It was alleged that $245 million of Notes were sold that are
worthless and that $200 million of Bonds were sold that have lost much or all of
their value. Directors and officers of Towers, lawyers, accountants, broker-
dealers and the indenture trustee for the Bonds were also named as defendants in
one or more of the actions. The plaintiffs in the actions contended that the
Company and the other defendants were liable for losses the plaintiffs have
suffered and for punitive damages. The holders of the Bonds also sought
recovery from the Company of treble damages under the Racketeer Influenced and
Corrupt Organizations Act ("RICO"). It was asserted that the Company, in its
ratings and its monitoring of the transactions after ratings were issued, was
either fraudulent or negligent in failing to discover the alleged fraud of
Towers and its officers or in taking other action that allegedly induced
purchases of the Bonds and the Notes. The Company denied these assertions. The
Company's ratings were based upon (and assumed the accuracy of) the information
provided to it by Towers and its officers. The Company took the position that
it could not be expected to detect fraud or discover variances from the
structure of a rated security when the information provided to it demonstrates
compliance with that structure. In 1996, the legal actions filed by the holders
of the Notes were dismissed by the federal courts and the RICO claim of the
holders of the Bonds was dismissed. In September 1997, the holders of the Bonds
and the Company resolved their disputes, and the legal actions filed by the
holders of the Bonds were dismissed by the federal courts. See Management's
Discussion and Analysis of Results of Operations and Financial Condition for the
three and nine months ended September 30, 1997.
The Company is involved in other litigation, which in the opinion of
management would not have a material adverse effect on the Company's financial
position or results of operations.
-7-
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH
THREE MONTHS ENDED SEPTEMBER 30, 1996
Revenues for the three months ended September 30, 1997, were $16.7 million,
an increase of approximately 37 percent, or $4.5 million over the $12.2 million
recorded in the corresponding period in 1996. Rating revenues accounted for
$4.7 million of the increase and were offset by a decline in other revenues of
$.2 million.
The substantial growth in third quarter revenues and earnings was the
result of strong performance by both the corporate and structured finance rating
businesses, which posted 36 percent and 53 percent revenue increases,
respectively. Both domestic and international growth coupled with favorable
market conditions led to the increased revenue performance. Corporate rating
growth was paced by our financial services groups, and the structured finance
increase was led by the continuing strong performance of the real estate
sectors.
For the quarter ending September 30, 1997, total operating expenses were up
46 percent or $4.0 million. Employment expense accounted for 53 percent of the
increase primarily reflecting higher incentive compensation due to the increase
in revenues, and 38 percent is accounted for by the increase in litigation costs
incurred in connection with the matters discussed in Note 4.
Net earnings for the third quarter of 1997 increased 11 percent to $2.3
million, while earnings per share were $0.44 compared with $0.35 in 1996.
NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED WITH
NINE MONTHS ENDED SEPTEMBER 30, 1996
Revenues for the nine months ended September 30, 1997, were $48.0 million,
an increase of 28 percent, or $10.6 million over the $37.4 million recorded in
the corresponding period in 1996. Rating revenues accounted for $11.2 million
of the increase and were offset by a decline in other revenues of $.6 million.
Rating revenues were favorably impacted by a 21 percent increase in
corporate rating revenues and a 51 percent increase in structured finance rating
revenues for the same reasons as described above.
Operating income for the nine months ended September 30, 1997, was $12.8
million, an increase of 15 percent, or $1.7 million over the $11.1 million
recorded in the nine months of 1996. This increase is a result of the revenue
increase discussed above, offset by an increase in operating expenses of $8.9
million or approximately 34 percent. Employment expense accounted for 51
percent of the increase primarily reflecting higher incentive compensation due
to the increase in revenues, and 38 percent is the result of increased
litigation costs incurred in conneciton with the matters discussed in Note 4.
Net earnings for the nine months of 1997 increased to $7.3 million from
$6.3 million, while earnings per share were $1.37 compared to last year's $1.08.
-8-
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditures totaled $1.0 million for the nine months of 1997 and
are anticipated to be approximately $1.8 million for the 1997 fiscal year,
primarily for leasehold improvements, office fixtures and computer equipment to
accommodate the increase in staff.
Dividends paid totaled $0.5 million in the nine months of 1997; share and
share equivalent repurchases of 322,405 shares during the nine months of 1997
amounted to $9.2 million.
The Company has in place a $20 million, revolving credit agreement. As of
September 30, 1997, $9.5 million was outstanding under the facility at a
floating rate of approximately 6.2 percent. Commitment fees are accrued on the
unused facility at an annual rate of .25 percent and are paid quarterly. The
credit agreement contains certain financial covenants which the Company is
currently in compliance with.
The Company believes that funds provided by operations and amounts
available under its credit agreement will provide adequate liquidity for the
foreseeable future.
-9-
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
During 1993, several legal actions were filed against the Company in the
U.S. District court for the Southern District of New York by holders of secured
promissory notes ("Notes") of Towers Financial Corporation ("Towers") and
holders of bonds ("Bonds") issued by subsidiaries of Towers in five structured
financing transactions. Towers collapsed in 1993 amid allegations of massive
fraud and is in bankruptcy. The Company had rated the Bonds but had not rated
the Notes. It was alleged that $245 million of Notes were sold that are
worthless and that $200 million of Bonds were sold that have lost much or all of
their value. Directors and officers of Towers, lawyers, accountants, broker-
dealers and the indenture trustee for the Bonds were also named as defendants in
one or more of the actions. The plaintiffs in the actions contended that the
Company and the other defendants were liable for losses the plaintiffs have
suffered and for punitive damages. The holders of the Bonds also sought
recovery from the Company of treble damages under the Racketeer Influenced and
Corrupt Organizations Act ("RICO"). It was asserted that the Company, in its
ratings and its monitoring of the transactions after ratings were issued, was
either fraudulent or negligent in failing to discover the alleged fraud of
Towers and its officers or in taking other action that allegedly induced
purchases of the Bonds and the Notes. The Company denied these assertions. The
Company's ratings were based upon (and assumed the accuracy of) the information
provided to it by Towers and its officers. The Company took the position that
it could not be expected to detect fraud or discover variances from the
structure of a rated security when the information provided to it demonstrates
compliance with that structure. In 1996, the legal actions filed by the holders
of the Notes were dismissed by the federal courts and the RICO claim of the
holders of the Bonds was dismissed. In September 1997, the holders of the Bonds
and the Company resolved their disputes, and the legal actions filed by the
holders of the Bonds were dismissed by the federal courts. See Management's
Discussion and Analysis of Results of Operations and Financial Condition for the
three and nine months ended September 30, 1997.
The Company is involved in other litigation, which in the opinion of
management would not have a material adverse effect on the Company's financial
position or results of operations.
-10-
<PAGE>
SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This report contains forward-looking statements that are subject to risks and
uncertainties, including but not limited to the following: the Company's
performance is highly dependent on corporate debt issuances and structured
finance transactions, which may decrease for any number of reasons including
changes in interest rates and adverse economic conditions; the Company's
performance is affected by the demand for and the market acceptance of the
Company's services; and the Company's performance may be impacted by changes in
the performance of the financial markets and general economic conditions.
Accordingly, actual results may differ materially from those set forth in the
forward-looking statements. Attention is also directed to other risk factors
set forth in documents filed by the Company with the Securities and Exchange
Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Duff & Phelps Credit Rating Co.
October 15, 1997
/s/ Marie C. Becker
-----------------------------------
Marie C. Becker
Chief Accounting Officer/Controller
<TABLE> <S> <C>
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<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED STATEMENTS OF OPERATIONS FOUND ON
PAGES 3 AND 4 OF THE COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINALCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 273
<SECURITIES> 0
<RECEIVABLES> 12,545
<ALLOWANCES> 356
<INVENTORY> 0
<CURRENT-ASSETS> 13,524
<PP&E> 8,554
<DEPRECIATION> 3,847
<TOTAL-ASSETS> 44,606
<CURRENT-LIABILITIES> 10,959
<BONDS> 9,500
0
0
<COMMON> 0
<OTHER-SE> 24,130
<TOTAL-LIABILITY-AND-EQUITY> 44,606
<SALES> 0
<TOTAL-REVENUES> 47,999
<CGS> 0
<TOTAL-COSTS> 34,897
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 348
<INCOME-PRETAX> 12,754
<INCOME-TAX> 5,456
<INCOME-CONTINUING> 7,298
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,298
<EPS-PRIMARY> 1.37
<EPS-DILUTED> 1.37
</TABLE>
