UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM 10-QSB/A
(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, 1997
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 0-26420
-------
AMBASSADORS INTERNATIONAL, INC.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 91-1688605
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
Dwight D. Eisenhower Building
110 South Ferrall Street
Spokane, Washington 99202
------------------------------- -----------------
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (509) 534-6200
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
----- -----
Indicate number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date:
Common shares outstanding as of November 10, 1997: 6,767,661
This report, including all exhibits and attachments, contains 15 pages.
<PAGE>
AMBASSADORS INTERNATIONAL, INC.
FORM 10-QSB QUARTERLY REPORT
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets at September 30, 1997 and
December 31, 1996
Consolidated Statements of Income for the Nine
and Three Months Ended September 30, 1997 and 1996
Consolidated Statements of Cash Flows for the Nine
Months Ended September 30, 1997 and 1996
Notes to Consolidated Financial Statements
Item 2. Management's Discussion and Analysis or Plan of
Operation
PART II OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
<PAGE>
Ambassadors International, Inc.
Consolidated Balance Sheets (Unaudited)
September 30, 1997 and December 31, 1996
September 30, December 31,
1997 1996
------------- ------------
ASSETS
Current assets:
Cash and cash equivalents $25,009,518 $18,281,433
Restricted cash equivalents 45,000 55,000
Investments 187,611 590,111
Accounts receivable (including
$5,765 and $14,167 from officers
and employees) 1,485,852 1,469,053
Inventory 124,978 157,234
Note receivable, due within one year 162,354
Prepaid program costs and expenses 1,558,530 1,359,950
Deferred income taxes 31,601 24,584
Other assets 3,018 12,892
----------- -----------
Total current assets 28,608,462 21,950,257
Property, plant and equipment, net 2,131,184 1,575,486
Investment in joint venture 262,500 262,500
Goodwill, net of $457,672 and $115,567
of accumulated amortization 3,862,695 3,338,224
Covenant-not-to-compete, net of $23,085
and $19,209 of accumulated amortization 170,206 105,791
Other assets 36,081 36,792
----------- -----------
Total assets $35,071,128 $27,269,050
=========== ===========
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Ambassadors International, Inc.
Consolidated Balance Sheets (Unaudited), Continued
September 30, 1997 and December 31, 1996
September 30, December 31,
1997 1996
------------- ------------
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,171,007 $ 1,764,002
Accrued expenses 3,970,973 822,927
Participants' deposits 4,005,494 5,138,772
Customer advances 1,825,421 2,396,578
Notes payable 201,146
----------- -----------
Total current liabilities 10,972,895 10,323,425
Deferred income taxes 163,044 163,044
----------- -----------
Total liabilities 11,135,939 10,486,469
----------- -----------
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value;
2,000,000 shares authorized;
none issued and outstanding
Common stock, $.01 par value;
authorized, 20,000,000 shares;
issued and outstanding, 6,766,635
and 6,753,887 shares 67,666 67,539
Additional paid-in capital 13,744,622 13,625,279
Retained earnings 10,122,901 3,089,763
----------- -----------
Total stockholders' equity 23,935,189 16,782,581
----------- -----------
Total liabilities and stock-
holders' equity $35,071,128 $27,269,050
=========== ===========
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Ambassadors International, Inc.
Consolidated Statements of Income (Unaudited)
for the nine months and three months ended September 30, 1997 and 1996
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, September30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenue $23,247,371 $16,429,374 $ 9,532,271 $ 5,879,697
----------- ----------- ----------- -----------
Operating expenses:
Selling and tour promotion 7,367,535 6,056,529 3,322,905 2,519,886
General and administrative 5,673,691 4,116,497 1,959,022 1,300,271
----------- ----------- ----------- -----------
13,041,226 10,173,026 5,281,927 3,820,157
----------- ----------- ----------- -----------
Operating income 10,206,145 6,256,348 4,250,344 2,059,540
----------- ----------- ----------- -----------
Other income (expense):
Interest expense (648) (1,037) (265) (257)
Interest and dividend income 1,274,483 832,305 411,430 258,013
Realized and unrealized gain (loss)
on investments (508,432) 290,253 (36,286) 37,001
Other, net 647 (43,026) 11,017
----------- ----------- ----------- -----------
766,050 1,078,495 374,879 305,774
----------- ----------- ----------- -----------
Income before income taxes 10,972,195 7,334,843 4,625,223 2,365,314
Provision for income taxes 3,939,057 2,494,145 1,634,895 804,364
----------- ----------- ----------- -----------
Net income $ 7,033,138 $ 4,840,698 $ 2,990,328 $ 1,560,950
=========== =========== =========== ===========
Net income per share $ 1.04 $ 0.73 $ 0.44 $ 0.24
=========== =========== =========== ===========
Weighted average common shares outstanding 6,756,090 6,606,563 6,761,586 6,615,030
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Ambassadors International, Inc.
Consolidated Statements of Cash Flows (Unaudited)
for the nine months ended September 30, 1997 and 1996
1997 1996
----------- -----------
Cash flows from operating activities:
Net income $ 7,033,138 $ 4,840,698
Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization 651,288 291,074
Deferred income tax provision
(benefit) (7,017) 454,666
Loss (gain) on investments 508,432 (290,253)
Loss on sale of property, plant
and equipment 12,373 880
Change in assets and liabilities,
net of effects of purchases of
subsidiaries:
Restricted cash 10,000 (10,000)
Accounts receivable (16,799) 840,944
Inventory 32,256
Prepaid program costs and
expenses 174,436 (763,206)
Other assets 10,333
Accounts payable and accrued
expenses 2,555,051 1,287,381
Participants' deposits (2,447,446) (546,151)
Customer advances (571,157)
----------- -----------
Net cash provided by
operating activities 7,944,888 6,106,033
----------- -----------
Cash flows from investing activities:
Purchase of property, plant and
equipment (890,235) (249,827)
Proceeds from sale of property, plant
and equipment 1,220
Investment in joint venture (262,500)
Net cash received (paid) from acquisi-
tions of subsidiaries (311,229) 147,314
Payment for covenant not-to-compete (117,293)
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
Ambassadors International, Inc.
Consolidated Statements of Cash Flows (Unaudited), Continued
for the nine months ended September 30, 1997 and 1996
1997 1996
----------- -----------
Cash flows from investing activities,
Continued:
Maturity of investments $ 345,732 $ 5,000
Payments received on (issuance of)
notes receivable, net (162,102) 1,776
Other (29,000)
----------- -----------
Net cash used in investing
activities (1,135,127) (386,017)
----------- -----------
Cash flows from financing activities:
Cash received from exercise of stock
options 119,470
Payments of notes payable (201,146) (7,005)
----------- -----------
Net cash used in financing
activities (81,676) (7,005)
----------- -----------
Net increase in cash and cash
equivalents 6,728,085 5,713,011
Cash and cash equivalents, beginning
of period 18,281,433 12,974,252
----------- -----------
Cash and cash equivalents, end of
period $25,009,518 $18,687,263
=========== ===========
The accompanying notes are an integral part of the consolidated
financial statements.
<PAGE>
AMBASSADORS INTERNATIONAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The consolidated financial statements included herein have been
prepared by Ambassadors International, Inc. (the Company), without
audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures,
normally included in financial statements prepared in accordance
with generally accepted accounting principles, have been condensed
or omitted as permitted by such rules and regulations. The Company
believes the disclosures included herein are adequate; however,
these consolidated statements should be read in conjunction with
the financial statements and the notes thereto for the year ended
December 31, 1996 previously filed with the Securities and Exchange
Commission on Form 10-KSB.
In the opinion of management, these unaudited, consolidated
financial statements contain all of the adjustments (normal and
recurring in nature) necessary to present fairly the consolidated
financial position of the Company at September 30, 1997, the
consolidated results of operations for the nine- and three-month
periods ended September 30, 1997 and 1996 and the consolidated cash
flows for the nine-month periods ended September 30, 1997 and 1996.
The results of operations for the periods presented may not be
indicative of those which may be expected for the full year.
2. PRINCIPLES OF CONSOLIDATION
The Company was incorporated in the state of Washington in 1967 and
was reincorporated on August 4, 1995 in the state of Delaware. The
consolidated financial statements include the accounts of
Ambassadors International, Inc. and its subsidiaries, Ambassador
Programs, Inc. (API), The Helin Organization (Helin), and
Ambassador Performance Group, Inc. (APG). Hereafter, API may be
referred to as Ambassadors Education Group; Helin, individually,
may be referred to as Ambassadors Performance Group - Newport
Beach. APG may be referred to as Ambassador Performance Group -
Minneapolis; and collectively, Helin and APG may be referred to as
the Ambassador Performance Group. All significant intercompany
accounts and transactions are eliminated in consolidation.
3. INCOME TAXES
For the three and nine months ended September 30, 1997 and 1996,
the Company recorded an income tax provision at the estimated
effective income tax rate.
4. INVESTMENTS
Included in investments is available for sale equity securities in
the amounts of $226,386 and $590,111 at September 30, 1997 and
December 31, 1996, respectively.
<PAGE>
Item 2. Management's Discussion and Analysis or Plan of Operation
This Quarterly Report on Form 10-QSB contains forward-looking
statements. A forward-looking statement may contain words such as
"will continue to be," "will be," "continue to," "expect to,"
"anticipates that," "to be" or "can impact." Management cautions that
forward-looking statements are subject to risks and uncertainties that
could cause the Company's actual results to differ materially from
those projected in forward-looking statements.
COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 1997 TO THE THREE MONTHS
ENDED SEPTEMBER 30, 1996
During the first quarter of 1996, the Company and its subsidiary
acquired two other companies which operate travel programs. Although
these companies contributed to the gross program receipts and revenue
of the consolidated group in the nine months of 1996, due to the timing
of the acquisitions and future changes which management has made or
plans to make in the future to the operations of these companies,
management believes that the future contribution and profitability of
these two acquisitions will continue to improve. During the third
quarter of 1997, the Company and its subsidiary also acquired another
company which provides employee incentive programs.
GROSS PROGRAM RECEIPTS AND REVENUES
-----------------------------------
Gross program receipts increased to $29.0 million in the third quarter
of 1997 from $19.8 million in the third quarter of 1996. This increase
can be principally attributed to a 31% increase in the number of
program participants, principally attributed to growth within API as
well as an acquisition within APG in late 1996. The number of program
participants traveling during the third quarter of 1997 was 6,012
compared to 4,574 in the comparable 1996 period.
While gross program receipts increased 47% for the third quarter of
1997, revenues increased 62% to $9.5 million from $5.9 million. Most
of this increase in revenues is the result of selling a greater volume
of the Company's higher-margin products.
SELLING AND TOUR PROMOTION EXPENSES
-----------------------------------
The Company's policy is to expense all selling and tour promotion costs
as they are incurred.
For the third quarter of 1997, selling and tour promotion expenses were
$3.3 million compared to $2.5 million in the prior year. This increase
is the result of the acquisition of the Ambassador Performance Group -
Minneapolis and the assumption of their marketing costs, combined with
increased Ambassador Programs marketing costs for 1998 programs.
<PAGE>
GENERAL AND ADMINISTRATIVE EXPENSES
-----------------------------------
An acquisition in late 1996 in the Ambassador Performance Group caused
general and administrative expenses to increase to $2.0 million in the
third quarter of 1997 from $1.3 million in the third quarter of 1996.
OTHER INCOME/EXPENSE
--------------------
Other income primarily consists of interest income and unrealized
foreign currency gains or losses. Other income increased to $375,000
in the third quarter of 1997 from the third quarter of 1996 of
$306,000. This increase is primarily attributed to a 60% increase in
interest and dividend income due to higher balances of invested cash
during the 1997 period.
INCOME TAXES
------------
The Company has recorded an income tax provision of approximately $1.6
million for the quarter ended September 30, 1997 in comparison to $0.8
million income tax provision for the quarter ended September 30, 1996.
The income tax provision is based on the estimated annual effective tax
rate of 35% and 34% for 1997 and 1996, respectively.
NET INCOME AND EARNINGS PER SHARE
---------------------------------
The above factors resulted in the Company reporting net income of
$3.0 million or $0.44 per share for the third quarter of 1997 compared
to net income of $1.6 million or $0.24 per share in the comparable 1996
quarter.
SEASONALITY
-----------
Due to the seasonality of the core business of Ambassadors
International, Inc., the first and fourth quarters of the fiscal year
have significantly fewer programs traveling than the second and third
quarters of the year. Thus, the net income reported in any quarter may
not be indicative of the annual income.
COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 1997 TO THE NINE MONTHS
ENDED SEPTEMBER 30, 1996
GROSS PROGRAM RECEIPTS AND REVENUES
-----------------------------------
Gross program receipts increased to $72.1 million in 1997 from $49.9
million in 1996. This increase can be principally attributed to the
increase in the number of program participants and an acquisition
within the Ambassador Performance Group in late 1996.
The number of program participants traveling during the nine months
increased to 15,736 in 1997 from 13,094 in 1996. This 20% increase in
program participants was the principal cause of the 41% increase in
revenues for the first nine months of 1997 in comparison to the same
period in 1996.
<PAGE>
SELLING AND TOUR PROMOTION EXPENSES
-----------------------------------
Selling and tour promotion expenses for the first nine months of 1997
increased from 1996 by $1.3 million. This increase can be primarily
attributed to additional expenses incurred by Ambassador Performance
Group - Minneapolis, acquired in late 1996.
GENERAL AND ADMINISTRATIVE EXPENSES
-----------------------------------
General and administrative expenses increased to $5.7 million for the
first nine months of 1997 from $4.1 million for the first nine months
of 1996. This increase is principally due to costs associated with the
aforementioned acquisition.
OTHER INCOME/EXPENSE
--------------------
Other income primarily includes interest income and unrealized foreign
currency gains or losses. Other income decreased $0.3 million for the
first nine months of 1997 in comparison to the same period in 1996.
The majority of this decrease is due to foreign currency net unrealized
and realized losses of $0.5 million in 1997, compared to net unrealized
and realized gains of $0.2 million in 1996. This decrease was
partially offset by $0.4 million of increased interest income in 1997
due to increased invested cash amounts.
The Company enters into forward foreign exchange contracts and foreign
currency option contracts to offset certain operational exposures from
changes in foreign currency exchange rates. These foreign exchange
contracts and options are entered into to support normal recurring
purchases, and accordingly, are not entered into for speculative
purposes. Forward foreign exchange contracts are utilized to manage
the risk associated with currency fluctuations on certain purchase
commitments. The Company is exposed to credit risk under the forward
contracts and options to the extent that the counterparty is unable to
perform under the agreement. The Company anticipates hedging the
majority of its foreign currency risk in future periods. There can be
no assurance that the Company's hedging strategies will be successful
in mitigating the impact of foreign currency fluctuations. The face
amount of forward foreign exchange contracts outstanding at
September 30, 1997 was $15.1 million.
INCOME TAXES
------------
The Company has recorded an income tax provision of approximately
$3.9 million for the nine months ended September 30, 1997 in comparison
to $2.5 million income tax provision for the nine months ended
September 30, 1996. The 1997 and 1996 income tax provisions are based
on the estimated annual effective tax rate of 35% and 34%,
respectively.
NET INCOME AND EARNINGS PER SHARE
---------------------------------
The above factors resulted in the Company reporting net income of $7.0
million for the nine months ended September 30, 1997 in comparison to
$4.8 million in the same period of the prior year. This corresponds to
$1.04 net income per share in 1997 versus $0.73 net income per share in
the 1996 period.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company's business is not capital intensive. However, the Company
does retain funds for operating purposes in order to conduct sales and
marketing efforts for future programs and to facilitate acquisitions of
other companies.
Net cash provided by operations for the nine months ended September 30,
1997 and 1996, respectively, was approximately $7.9 million and $6.1
million. The increase in cash flows from 1996 to 1997 can be
attributed to the timing of cash receipts from participants and the
increase in net income.
During the nine months ended September 30, 1997, the Company used
approximately $1.1 million in investing activities, which partially
related to the costs for the remodeling of the Company's corporate
headquarters building. The Company does not have any material capital
expenditure commitments for the ensuing year. However, the Company is
continuing to pursue further acquisitions of related businesses that
may require some of its available cash and cash equivalents.
The Company had no significant long- or short-term debt as of
September 30, 1997. The Company has a credit facility available with
Seafirst Bank for $23.0 million (U.S.) for foreign currency purchases
and forward contracts.
At September 30, 1997, the Company had approximately $25.0 million of
cash and cash equivalents. Management believes cash flows from
operations will be sufficient to fund the Company's anticipated
operating needs, capital expenditures and acquisitions for the ensuing
year.
FOREIGN CURRENCY; HEDGING POLICY
---------------------------------
The substantial majority of the Company s programs take place outside
of the United States and most foreign suppliers require payment in
their own currency rather than U.S. dollars. Accordingly, the Company
is exposed to foreign currency risks in certain countries as foreign
currency exchange rates between those currencies and the U.S. dollar
fluctuate. In 1993, the Company initiated a program to hedge against
these foreign currency risks in the currencies of countries in which
the largest amount of program pass-through expenses are denominated in
foreign currency. To hedge against foreign currency risks, the Company
has used forward contracts which allow the Company to acquire the
foreign currency at a fixed price for a specified period of time. The
Company also uses foreign currency call options which provide the
Company with the option to acquire certain foreign currencies at a
fixed exchange rate and time period. Concurrent with the purchase of a
foreign currency call option, the Company sells a foreign currency
put option to minimize the net premium paid for the call option. The
strike prices on these options generally straddle the exchange rate at
the time the options are purchased and sold. Additionally, the Company
purchases futures contracts to similarly hedge its foreign currency
risk. The Company is exposed to credit risk under the forward
<PAGE>
contracts and options to the extent that the counterparty is unable to
perform under the agreement. The Company anticipates hedging the
majority of its foreign currency risk in future periods. There can be
no assurance that the Company s hedging strategies will be successful
in mitigating the impact of foreign currency fluctuations.
NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In February 1997, Statement of Financial Accounting Standards No. 128
(SFAS 128), "Earnings Per Share" was issued. SFAS 128 establishes
standards for computing and presenting earnings per share (EPS) and
simplifies the existing standards. This standard replaces the
presentation of primary EPS with a presentation of basic EPS. It also
requires the dual presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital structures
and requires a reconciliation of the numerator and denominator of the
diluted EPS computation. SFAS 128 is effective for financial statements
issued for periods ending after December 15, 1997, including interim
periods and requires restatement of all prior-period EPS data
presented. The Company does not believe the application of this
standard will have a material effect on the presentation of its EPS.
In June 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 130, "Comprehensive Income" (SFAS No. 130). SFAS No. 130
becomes effective in 1998 and requires reclassification of earlier
financial statements for comparative purposes. SFAS No. 130 requires
that amounts of certain items, including foreign currency translation
adjustments and gains and losses on certain securities, be included in
comprehensive income in the financial statements. SFAS No. 130 does
not require a specific format for the financial statement in which
comprehensive income is reported, but does require that an amount
representing total comprehensive income be reported in that statement.
Management has not yet determined the effect, if any, of SFAS No. 130
on the consolidated financial statements.
Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about
Segments for an Enterprise and Related Information" (SFAS No. 131).
This Statement will change the way public companies report information
about segments of their business in their annual financial statements
and requires them to report selected segment information in their
quarterly reports issued to shareholders. It also requires entity-wide
disclosures about the products and services an entity provides, the
material countries in which it holds assets and reports revenues, and
its major customers. The Statement is effective for fiscal years
beginning after December 15, 1997. Management has not yet determined
the effect, if any, of SFAS No. 131 on the consolidated financial
statements.
<PAGE>
PART II. OTHER INFORMATION
Items 1, 3, 4 and 5 are not presented as they are not applicable.
Item 2. Changes in Securities and Use of Proceeds
The Company's Registration Statement for its initial public offering of
securities (File No. 33-93586) became effective on August 3, 1995.
Of the total net proceeds to the Company from the offering in the
amount of $12,054,491, the following amounts were used from the date of
the offering through the date of this report:
Amount of
Category of Use Use
--------------- -----------
Construction of plant, building and
facilities $ 0
Purchase and installation of machinery
and equipment 0
Purchase of real estate 0
Acquisition of other businesses 1,750,000
Repayment of indebtedness 0
Working capital 612,668
Temporary investments in Bank of America Money
Market and Investment Accounts 9,691,823
Other purposes 0
None of the net proceeds to the Company of the offering was paid to
directors, officers, ten percent shareholders or affiliates of the
Company.
Item 6. Exhibits and Reports on Form 8-K.
Exhibits: 27 - Financial Data Schedule
Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended
September 30, 1997.
<PAGE>
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.
AMBASSADORS INTERNATIONAL, INC.
Date: November 14, 1997 By: /s/Jeffrey D. Thomas
----------------- ----------------------------------
Jeffrey D. Thomas,
Chief Financial Officer
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 25054
<SECURITIES> 187
<RECEIVABLES> 1486
<ALLOWANCES> 0
<INVENTORY> 125
<CURRENT-ASSETS> 28605
<PP&E> 4326
<DEPRECIATION> (2195)
<TOTAL-ASSETS> 35071
<CURRENT-LIABILITIES> 10973
<BONDS> 0
0
0
<COMMON> 67
<OTHER-SE> 23868
<TOTAL-LIABILITY-AND-EQUITY> 35071
<SALES> 23247
<TOTAL-REVENUES> 23247
<CGS> 0
<TOTAL-COSTS> 13041
<OTHER-EXPENSES> 766
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 10973
<INCOME-TAX> 3939
<INCOME-CONTINUING> 7033
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7033
<EPS-PRIMARY> 1.04
<EPS-DILUTED> 0
</TABLE>
