<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------------------------------------
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 1-11411
---------------------------------------------------------
Polaris Industries Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Minnesota 41-1790959
- -------------------------------------------------------------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
1225 Highway 169 North, Minneapolis, MN 55441
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(Address of principal executive offices) (Zip Code)
(612) 542-0500
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports 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
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
As of November 1, 1996, 27,032,073 shares of Common Stock of the issuer
were outstanding.
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POLARIS INDUSTRIES INC.
TABLE OF CONTENTS
Part I. FINANCIAL INFORMATION
Item 1 - Consolidated Financial Statements
Consolidated Balance Sheets Pg. 3
Consolidated Statements of Operations Pg. 4
Consolidated Statements of Cash Flows Pg. 5
Consolidated Statement of Shareholders' Equity Pg. 6
Notes to Consolidated Financial Statements Pg. 7
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations Pg. 10
Cash Dividends Pg. 12
Liquidity and Capital Resources Pg. 12
Inflation and Exchange Rates Pg. 12
Part II OTHER INFORMATION Pg. 14
Item 1 - Legal Proceedings
Item 2 - Changes in Securities
Item 3 - Defaults upon Senior Securities
Item 4 - Submission of Matters to a Vote
of Security Holders
Item 5 - Other Information
Item 6 - Exhibits and Reports on Form 8-K
SIGNATURE PAGE Pg. 15
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POLARIS INDUSTRIES INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
September 30, 1996 December 31, 1995
------------------ -----------------
ASSETS (Unaudited)
Current Assets:
Cash and cash equivalents $7,263 $3,501
Trade receivables 61,148 40,402
Inventories 173,599 104,633
Prepaid expenses and other 4,018 6,735
Deferred tax assets 23,000 20,000
------- -------
Total current assets 269,028 175,271
------- -------
Deferred Tax Assets 32,000 35,000
Property and Equipment, at
cost, net of accumulated
depreciation of $69,907 in
1996 and $47,867 in 1995 85,074 78,455
Investments in Affiliates 13,745 557
Intangible Assets, at cost, net of
accumulated amortization of $9,562
in 1996 and $9,006 in 1995 24,597 25,153
------- -------
Total Assets $424,444 $314,436
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $76,399 $57,388
Accrued expenses 102,476 85,748
Income taxes payable 13,928 12,586
------- -------
Total current liabilities 192,803 155,722
Borrowings under credit agreement 87,100 40,200
------- -------
Total Liabilities 279,903 195,922
------- -------
Shareholders' Equity:
Common stock 272 273
Additional paid-in capital 105,606 109,344
Deferred compensation (1,048) 0
Compensation payable in common stock 9,111 11,418
Retained earnings (accumulated deficit) 30,600 (2,521)
------- -------
Total Shareholders' Equity 144,541 118,514
------- -------
Total Liabilities and
Shareholders' Equity $424,444 $314,436
======== ========
See Notes to Consolidated Financial Statements
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POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
UNAUDITED
Third Quarter For the Nine Months
Ended September 30, Ended September 30,
1996 1995 1996 1995
---- ---- ---- -----
Sales $299,135 $291,431 $894,229 $831,581
Cost of Sales 238,503 228,226 719,745 663,627
-------- -------- -------- --------
Gross profit 60,632 63,205 174,484 167,954
Operating Expenses
Selling and marketing 31,354 25,629 83,504 74,459
General and administrative 4,829 6,115 20,101 22,124
-------- -------- -------- --------
Total operating expenses 36,183 31,744 103,605 96,583
-------- -------- -------- --------
Operating Income 24,449 31,461 70,879 71,371
Nonoperating Expense (Income), net (351) 1,552 (146) 373
-------- ------- ------- --------
Income before income taxes 24,800 29,909 71,025 70,998
Provision for Income Taxes 8,928 11,365 25,569 26,979
-------- ------- -------- --------
Net Income $15,872 $18,544 $45,456 $44,019
======== ======= ======== ========
Net Income Per Share $0.57 $0.67 $1.63 $1.59
======== ======= ======== ========
Weighted Average Number of
Common and Common Equivalent
Shares Outstanding 27,826 27,799 27,959 27,793
======== ======= ======== ========
See Notes to Consolidated Financial Statements
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POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
UNAUDITED
For the Nine Months
Ended September 30,
--------------------
1996 1995
Cash Flows From Operating Activities
Net Income $45,456 $44,019
Adjustments to reconcile net income to
cash flow from operating activities:
Depreciation 22,040 17,585
Amortization 556 647
Noncash compensation 3,813 3,811
Deferred income taxes 0 5,000
Changes in current operating items -
Trade receivables (20,746) (28,016)
Inventories (68,966) (20,051)
Accounts payable 19,011 4,170
Accrued expenses 16,728 11,082
Income taxes payable 1,342 803
Others, net 2,667 1,895
------- ------
Net cash provided by
operating activities 21,901 40,945
------- ------
Cash Flows From Investing Activities:
Purchase of property and equipment (28,659) (34,299)
Investments in affiliates (13,188) (1,086)
------- ------
Cash flow used for investing activities (41,847) (35,385)
------- ------
Cash Flows From Financing Activities:
Borrowings under credit agreement, net 46,900 25,000
Shares repurchased (10,857) 0
Cash distributions to partners 0 (12,736)
Cash dividends to shareholders (12,335) (78,112)
------- ------
Net cash from (used for)
financing activities 23,708 (65,848)
Increase (decrease) in
cash and cash equivalents 3,762 (60,288)
Cash and Cash Equivalents, Beginning 3,501 62,881
------- ------
Cash and Cash Equivalents, Ending $7,263 $2,593
======= ======
See Notes to Consolidated Financial Statements
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POLARIS INDUSTRIES INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS)
UNAUDITED
<TABLE>
<CAPTION>
Retained
Additional Compensation Earnings
Common Paid-In Deferred Payable in (Accumulated
Stock Capital Compensation Stock Deficit) Total
------ ----------- ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 $273 $109,344 $0 $11,418 ($2,521) $118,514
First Rights conversion
to stock 2 5,717 0 (5,769) 0 (50)
First Rights grants 0 0 0 3,462 0 3,462
Restricted stock 1 1,398 (1,048) 0 0 351
Cash dividends declared 0 0 0 0 (12,335) (12,335)
Shares Repurchased (4) (10,853) 0 0 0 (10,857)
Net income 0 0 0 0 45,456 45,456
-- -- -- -- ------ ---------
Balance, September 30, 1996 $272 $105,606 ($1,048) $9,111 $30,600 $144,541
==== ======== ======== ====== ======= ==========
</TABLE>
See Notes to Consolidated Financial Statements
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POLARIS INDUSTRIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial statements and, therefore, do not include all
information and disclosures of results of operations, financial
position and changes in cash flow in conformity with generally
accepted accounting principles for complete financial statements.
Accordingly, such statements should be read in conjunction with the
previously filed Form 10-K. In the opinion of management, such
statements reflect all adjustments (which include only normal
recurring adjustments) necessary for a fair presentation of the
financial position, results of operations, and cash flows for the
periods presented. Due to the seasonality of the snowmobile, all
terrain vehicle (ATV) and personal watercraft (PWC) business, and to
certain changes in production and shipping cycles, results of interim
periods are not necessarily indicative of the results to be expected
for the complete year.
Certain amounts previously reported in the 1995 consolidated financial
statements have been reclassified to conform to the 1996 presentation.
These reclassifications had no effect on previously reported net
income or shareholders' equity.
NOTE 2. INVENTORIES
The major components of inventories are as follows (in thousands):
September 30, 1996 December 31, 1995
------------------ -----------------
Raw Materials $44,563 $26,526
Service Parts 44,246 39,952
Finished Goods 84,790 38,155
------ ------
$173,599 $104,633
======== ========
NOTE 3. FINANCING AGREEMENT
The Company has an unsecured bank line of credit arrangement with
maximum available borrowings of $125,000,000. Interest is charged at
rates based on LIBOR or "prime" (5.97% at September 30, 1996) and the
agreement expires on March 31, 1998. As of September 30, 1996, total
borrowings under this credit agreement were $87,100,000 and have been
classified as long-term liabilities in the accompanying consolidated
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balance sheets. Cumulative borrowings and repayments under the credit
agreement during the nine months ended September 30, 1996, were
$228,100,000 and $181,200,000 respectively.
NOTE 4. INVESTMENTS IN AFFILIATES
The Company's investments in joint ventures are accounted for under
the equity method and consisted of the following carrying amounts (in
thousands):
September 30, 1996 December 31, 1995
------------------ -----------------
Polaris Acceptance $12,897 $0
Robin Manufacturing,U.S.A. 848 557
---- ---
$13,745 $557
======= ====
In February 1996, a wholly-owned subsidiary of the Company entered
into a partnership agreement with Transamerica Commercial Finance
Corporation (TCFC) to form Polaris Acceptance. Polaris Acceptance
provides floor plan financing and may in the future provide other
financial services to dealers, distributors and retail customers of
the Company. Under the partnership agreement the Company's
subsidiary has a 25 percent equity interest in Polaris Acceptance and
an option to increase its equity interest to 50 percent effective
January 1, 1997. The Company has guaranteed 25 percent of the
outstanding indebtedness of Polaris Acceptance under a credit
agreement between Polaris Acceptance and TCFC. At September 30, 1996,
the Company's contingent liability with respect to the guarantee was
approximately $71,000,000.
In February, 1995, the Company entered into an agreement with Fuji
Heavy Industries Ltd. to form Robin Manufacturing, U.S.A. ("Robin").
Under the agreement, Polaris has a 40 percent ownership interest in
Robin, which builds engines in the United States for recreational and
industrial products.
The Company's allocable share of the income of Polaris Acceptance and
Robin was not material for the reported periods and has been included
as a component of nonoperating expense (income) in the accompanying
consolidated statements of operations.
NOTE 5. COMMITMENTS AND CONTINGENCIES
Historically, the Company elected not to insure for product liability
losses. Effective June 1996, the Company purchased excess insurance
coverage for catastrophic product liability claims for incidents
occurring in future periods that exceed a significant self-insured
retention. The estimated costs resulting from any losses are charged
to operating
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expenses when it is probable a loss has been incurred and the amount
of the loss is determinable.
The Company is a defendant in lawsuits and subject to claims arising
in the normal course of business. It is the opinion of management
that their outcomes will not, in the aggregate, have a material
adverse effect on the financial position or operations of the Company.
NOTE 6. SUBSEQUENT EVENT
On October 14, 1996, the Board of Directors of the Company declared a
regular cash dividend of $0.15 per share payable on November 15, 1996,
to holders of record on November 1, 1996.
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion pertains to the results of operations and financial
position of Polaris Industries Inc., a Minnesota corporation (the "Company"),
for the quarters and nine-month periods ended September 30, 1996 and 1995. Due
to the seasonality of the snowmobile, all terrain vehicle (ATV) and personal
watercraft (PWC) business, and to certain changes in production and shipping
cycles, results of interim periods are not necessarily indicative of the results
to be expected for the complete year.
RESULTS OF OPERATIONS
Sales increased to $299.1 million in the third quarter of 1996, representing a 3
percent increase over $291.4 million in sales for the same period in 1995. The
increase in sales is attributable to an increase in sales of ATVs due to
continued strong demand, offset by decreases in sales of other product lines.
ATV unit sales volume in the third quarter of 1996 increased 35 percent from the
comparable period in 1995. ATV unit sales growth continues to be led by the
success of the new Sportsman 500 model.
Snowmobile unit volume in the third quarter of 1996 decreased 14 percent from
the comparable period in 1995. A build-up of PWC unit inventory at the retail
level affected the Company's ability to ship snowmobiles at anticipated levels
during the third quarter of 1996.
PWC unit sales volume decreased in the third quarter of 1996 resulting in a
sales decrease of $3.2 million from the comparable period in 1995.
Historically, sales of PWC in the third quarter have been minimal, resulting in
percentage changes that are not meaningful for comparison purposes.
Sales of related parts, garments and accessories (PG & A) in the third quarter
of 1996 decreased 4 percent from the comparable period in 1995.
Sales increased to $894.2 million for the year-to-date period ended September
30, 1996, representing an 8 percent increase over the $831.6 million of sales
for the same period in 1995. Total finished goods unit shipments for the
year-to-date 1996 period increased 3 percent over the same period in 1995.
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Polaris Industries Inc.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations (cont'd)
Gross profit of $60.6 million in the third quarter of 1996 represents a 4
percent decrease from gross profit of $63.2 million for the same period in
1995. Gross profit of $174.5 million in the year-to-date period ended
September 30, 1996 represents a 4 percent increase over gross profit of
$168.0 million for the same period in 1995. The gross profit margin percentage
decreased to 20.3 percent for the third quarter of 1996 as compared to 21.7
percent for the comparable period in 1995 and decreased to 19.5 percent for the
year-to-date period ended September 30, 1996, as compared to 20.2 percent for
the year-to-date period in 1995. This decrease in gross margin percentage is
largely attributable to a) an increase in warranty expenses as a result of the
emphasis on technological innovation and introduction of new high performance
models; b) an increase in research and development costs reflecting the
Company's continued emphasis on aggressive, innovative new product development;
offset by c) decreases in raw material purchase prices for engines and certain
other component parts because of the recent strengthening of the U.S. dollar in
relation to the Japanese yen when compared to the comparable 1995 periods.
Operating expenses in the third quarter of 1996 increased $4.4 million (14
percent) over the 1995 period and, as a percentage of sales, increased to 12.1
percent for the third quarter of 1996 compared to 10.9 percent for the same
period in 1995. Operating expenses in the year-to-date period ended September
30, 1996 increased $7.0 million (7 percent) over the comparable period in 1995,
but, as a percentage of sales, remained consistent at 11.6 percent for the
year-to-date periods of 1996 and 1995. The percentage increases in the third
quarter of 1996 are due primarily to an increased level of promotional costs
related to efforts to assist dealers in retailing PWC units late in the 1996
selling season.
The decrease in nonoperating expense (income) in the third quarter and
year-to-date periods ended September 30, 1996 over the comparable periods in
1995 is primarily a result of a) equity in the income of affiliates recorded
during the 1996 periods, offset by b) interest expense incurred in 1996 from
borrowings under the bank line of credit arrangement used to fund the payment
of special cash distributions totaling $104.9 million during 1995; and c) lower
cash and cash equivalent balances in 1996 generated lower investment income
during the 1996 periods compared to the same periods in 1995.
The provision for income taxes for the year-to-date period ended September 30,
1996 has been recorded at a rate of 36 percent of pretax income compared to 38
percent for the same period in 1995. This change reflects the settlement
reached with the
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Polaris Industries Inc.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations (cont'd)
Canadian income tax authorities regarding a claim for additional income taxes
payable by the Company's Canadian subsidiary for tax years 1987 through 1991.
CASH DIVIDENDS
On July 18, 1996, the Board of Directors of the Company declared a regular cash
dividend of $0.15 per share payable on August 15, 1996, to holders of record on
August 1, 1996.
On October 14, 1996, the Board of Directors of the Company declared a regular
cash dividend of $0.15 per share payable on November 15, 1996, to holders of
record on November 1, 1996.
LIQUIDITY AND CAPITAL RESOURCES
The seasonality of production and shipments causes working capital requirements
to fluctuate during the year. Effective May 8, 1995, the Company entered into
an unsecured bank line of credit arrangement with maximum available borrowings
of $125.0 million. Interest is charged at rates based on LIBOR or "prime" and
the agreement expires March 31, 1998. At September 30, 1996, the Company had
borrowings under its bank line of credit arrangement of $87.1 million and cash
and cash equivalents of $7.3 million, compared to $40.2 million in borrowings
and cash and cash equivalents of $3.5 million at December 31, 1995.
Beginning in early July 1996, the Company began to repurchase its shares under
the 1,000,000 share repurchase authorization approved by the Board of Directors
in January, 1996. As of September 30, 1996, 410,000 shares have been
repurchased.
Management believes that existing cash balances and bank borrowings, cash flow
to be generated from operating activities and available borrowing capacity under
the line of credit arrangement will be sufficient to fund operations, regular
dividends, share repurchases, and capital requirements for the next four
quarters.
INFLATION AND EXCHANGE RATES
The Company does not believe that inflation has had a material impact on the
results of its operations. However, the changing relationships of the U.S.
dollar to the Japanese yen and Canadian dollar have had a material impact from
time to time.
Over the past several years, weakening of the U.S. dollar in relation to the yen
has
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Polaris Industries Inc.
Management's Discussion and Analysis of
Financial Condition and Results of
Operations (cont'd)
resulted in higher raw material purchase prices. In 1995, approximately 27
percent of the Company's cost of sales was attributable to purchases from
Japanese suppliers. Management believes that such cost increases also affect
its principal competitors in ATVs, and, to varying degrees, some of its
snowmobile and PWC competitors. The strengthening of the U.S. dollar in
relation to the yen during 1996 has reversed this trend. The Company's cost
of sales in the third quarter and year-to-date periods ended September 30,
1996, were positively impacted by the yen exchange rate fluctuation when
compared to the same periods in 1995. In view of the foreign exchange
hedging contracts currently in place, the Company anticipates that it will
continue to have a positive impact on cost of sales during the fourth
quarter of 1996 when compared to the same period in 1995.
The Company operates in Canada through a wholly-owned subsidiary. Over the past
several years, strengthening of the U.S. dollar in relation to the Canadian
dollar has resulted in lower gross margin levels on a comparable basis.
However, the fluctuation of the Canadian dollar exchange rate did not have a
significant impact on the gross margin levels achieved in the third quarter and
year-to-date period ended September 30, 1996, when compared to the same periods
in 1995.
In the past, the Company has been a party to, and in the future may enter into,
foreign exchange hedging contracts for both the Japanese yen and the Canadian
dollar to minimize the impact of exchange rate fluctuations within each year.
At September 30, 1996, the Company had open Japanese yen and Canadian dollar
foreign exchange hedging contracts which mature throughout the remainder of
1996.
Forward-looking statements herein are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. There are
certain important factors that could cause results to differ materially from
those anticipated by some of the statements made herein. Investors are
cautioned that all forward-looking statements involve risks and uncertainty. In
addition to the factors discussed above, among the other factors that could
cause actual results to differ materially are the following: product offerings
and pricing strategies by competitors; warranty expenses; foreign currency
exchange rate fluctuations; environmental and product safety regulatory
activity; effects of weather; uninsured product liability claims; and overall
economic conditions, including inflation and consumer confidence.
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POLARIS INDUSTRIES INC.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit No. 11 - Computation of Per Share Earnings.
Exhibit No. 27 - Financial Data Schedule.
(b) REPORTS ON FORM 8-K
No reports on Form 8-K have been filed during the quarter
for which this report was filed.
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POLARIS INDUSTRIES INC.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
POLARIS INDUSTRIES INC.
(Registrant)
Date: November 1, 1996 /s/ W. Hall Wendel, Jr.
-----------------------
W. Hall Wendel, Jr.
Chairman of the Board
and Chief Executive Officer
Date: November 1, 1996 /s/ John H. Grunewald
-----------------------
John H. Grunewald
Vice President, Chief Financial
Officer, Treasurer and Secretary
(Principal Financial and
Chief Accounting Officer)
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EXHIBIT 11
POLARIS INDUSTRIES INC.
COMPUTATION OF NET INCOME PER SHARE
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
Third Quarter For the Nine Months
Ended September 30, Ended September 30,
------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
Net Income for the Period $15,872 $18,544 $45,456 $44,019
======= ======= ======= =======
Weighted Average Number
of Outstanding:
Common Shares 27,327 27,324 27,429 27,291
Rights 431 473 466 502
Restricted stock plan 62 0 41 0
Deferred Compensation Plan
for Directors 6 2 5 0
Stock option plan 0 0 18 0
------ ------ ------- -------
Total common and common
equivalent shares 27,826 27,799 27,959 27,793
====== ====== ======= =======
Net Income Per Share $0.57 $0.67 $1.63 $1.59
====== ====== ======= =======
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Sheet of Polaris Industries Inc. as of September 30, 1996,
and the related Consolidated Statements of Operations, Shareholders' Equity and
Cash Flows for the quarter ended September 30, 1996, 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-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,263
<SECURITIES> 0
<RECEIVABLES> 61,148
<ALLOWANCES> 0
<INVENTORY> 173,599
<CURRENT-ASSETS> 269,028
<PP&E> 154,983
<DEPRECIATION> 69,909
<TOTAL-ASSETS> 424,444
<CURRENT-LIABILITIES> 192,803
<BONDS> 87,100
0
0
<COMMON> 0
<OTHER-SE> 144,541
<TOTAL-LIABILITY-AND-EQUITY> 424,444
<SALES> 894,229
<TOTAL-REVENUES> 894,229
<CGS> 719,745
<TOTAL-COSTS> 719,745
<OTHER-EXPENSES> 100,385
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,074
<INCOME-PRETAX> 71,025
<INCOME-TAX> 25,569
<INCOME-CONTINUING> 45,456
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 45,456
<EPS-PRIMARY> 1.63
<EPS-DILUTED> 1.63
</TABLE>
