FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 2, 1994
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 1-1370
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
A Wisconsin Corporation 39-0182330 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) |
12301 West Wirth Street, Wauwatosa, Wisconsin 53222
(Address of Principal Executive Offices) (Zip Code)
414/259-5333
(Registrant's telephone number, including area code)
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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Outstanding at
Class November 10, 1994
- - ---------------------------------------------------------------------------------
COMMON STOCK, par value $0.01 per share 14,463,500 Shares*
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*Number does not give effect to two-for-one stock split payable November 14,
1994, to shareholders of record on October 31, 1994.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements:
Consolidated Condensed Balance Sheets -
October 2, 1994, July 3, 1994 and
September 26, 1993 3
Consolidated Condensed Statements of Income -
Three Months Ended October 2, 1994 and
September 26, 1993 4
Consolidated Condensed Statements of Cash Flows -
Three Months Ended October 2, 1994 and
September 26, 1993 5
Notes to Consolidated Condensed Financial
Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 7
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 10
Item 6. Exhibits and Reports on Form 8-K 11
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands of dollars)
ASSETS
Oct. 2 July 3 Sept. 26
1994 1994 1993
------ ------ --------
CURRENT ASSETS: (Unaudited) (Unaudited)
Cash and cash equivalents $133,680 $221,101 $ 21,378
Short-term investments - - 45,837
Receivables, net 143,847 122,597 128,411
Inventories -
Finished products and parts 102,958 55,847 67,606
Work in process 29,823 27,078 23,029
Raw materials 4,791 2,745 4,378
----------------------------------
Total inventories $137,572 $ 85,670 $ 95,013
Future income tax benefits 32,497 32,868 28,252
Prepaid expenses 18,692 20,548 16,346
----------------------------------
Total current assets $466,288 $482,784 $335,237
----------------------------------
PREPAID PENSION COST $ 8,123 $ 8,681 $ 7,749
----------------------------------
PLANT AND EQUIPMENT, at cost: $679,786 $669,593 $662,001
Less - Accumulated depreciation and
unamortized investment tax credit 387,099 383,703 367,846
----------------------------------
Total plant and equipment, net $292,687 $285,890 $294,155
----------------------------------
$767,098 $777,355 $637,141
==================================
LIABILITIES & SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable $ 60,799 $ 56,364 $ 30,439
Domestic notes payable 1,750 - -
Foreign loans 21,364 21,323 14,889
Accrued liabilities 94,145 119,954 86,262
Dividends payable 6,653 - 6,364
Federal and state income taxes 7,687 9,103 3,581
----------------------------------
Total current liabilities $192,398 $206,744 $141,535
----------------------------------
DEFERRED INCOME TAXES $ 11,038 $ 12,317 $ 15,595
----------------------------------
ACCRUED EMPLOYEE BENEFITS $ 15,644 $ 15,423 $ 14,490
----------------------------------
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION $ 64,467 $ 64,079 $ 61,931
----------------------------------
LONG-TERM DEBT $ 75,000 $ 75,000 $ 75,000
----------------------------------
SHAREHOLDERS' INVESTMENT:
Common stock-
Authorized 30,000,000 shares, $.01 par value
Issued and outstanding 14,463,500 shares $ 145 $ 145 $ 145
Additional paid-in capital 42,334 42,358 42,883
Retained earnings 366,907 362,136 285,746
Cumulative translation adjustments (835) (847) (184)
----------------------------------
Total shareholders' investment $408,551 $403,792 $328,590
----------------------------------
$767,098 $777,355 $637,141
==================================
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The accompanying notes are an integral part of these statements.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands of dollars except amounts per share)
(Unaudited)
First Quarter Ended
--------------------
Oct. 2 Sept. 26
1994 1993
------ --------
NET SALES $227,845 $198,572
COST OF GOODS SOLD 188,046 170,376
-------- --------
Gross profit on sales $ 39,799 $ 28,196
ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 22,276 19,847
-------- --------
Income from operations $ 17,523 $ 8,349
INTEREST EXPENSE (2,091) (2,026)
OTHER INCOME, net 3,302 4,198
-------- --------
Income before provision
for income taxes $ 18,734 $ 10,521
PROVISION FOR INCOME TAXES 7,310 4,100
-------- --------
Net income before cumulative
effect of accounting changes $ 11,424 $ 6,421
-------- --------
CUMULATIVE EFFECT OF ACCOUNTING CHANGES FOR:
Postretirement health care, net of
income taxes $ - $(40,232)
Postemployment benefits, net of
income taxes - (672)
Deferred income taxes 8,346
--------- --------
$ - $(32,558)
-------- --------
Net income(loss) $ 11,424 $(26,137)
======== ========
PER SHARE DATA* -
Net income before cumulative
effect of accounting changes $ .79 $ .44
Cumulative effect of accounting changes - (2.25)
------ ------
Net income(loss) $ .79 $(1.81)
====== ======
Cash dividends $ .46 $ .44
====== ======
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*Based on 14,463,500 shares outstanding.
The accompanying notes are an integral part of these statements.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
Increase(Decrease) in Cash and Cash Equivalents
(In thousands of dollars)
(Unaudited)
Three Months Ended
-----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES: Oct. 2, 1994 Sept. 26, 1993
------------ --------------
Net income(loss) $ 11,424 $(26,137)
Adjustments to reconcile net income to net
cash provided by operating activities -
Cumulative effect of accounting changes,
net of taxes - 32,558
Depreciation 11,397 9,988
Gain on disposition of plant and
equipment (697) (3,237)
(Increase)decrease in operating assets -
Accounts receivable (21,250) (3,430)
Inventories (51,902) (20,948)
Other current assets 2,227 (1,775)
Other assets 558 (147)
Increase(decrease) in liabilities -
Accounts payable and accrued
liabilities (16,137) (20,643)
Other liabilities (670) 2,696
-------- --------
Net cash used by
operating activities $(65,050) $(31,075)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Sale of short-term investments $ - $ 24,585
Additions to plant and equipment (19,282) (11,399)
Proceeds received on sale of plant and equipment 1,847 6,093
-------- --------
Net cash provided by (used in)
investing activities $(17,435) $ 19,279
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings(repayments) on domestic
and foreign loans $ 1,791 $ (1,038)
Dividends (6,653) (6,364)
Purchase of common stock for treasury (38) -
Proceeds received on exercise of stock option 14 -
-------- --------
Net cash used in financing activities $ (4,886) $ (7,402)
-------- --------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH EQUIVALENTS $ (50) $ 1,075
-------- -------
NET DECREASE IN CASH AND CASH EQUIVALENTS $(87,421) $(18,123)
CASH AND CASH EQUIVALENTS, beginning 221,101 39,501
-------- --------
CASH AND CASH EQUIVALENTS, ending $133,680 $ 21,378
======== ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid $ 2,082 $ 2,026
======== ========
Income taxes paid $ 9,834 $ 11,806
======== ========
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The accompanying notes are an integral part of these statements.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of the Company, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature. It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Company's latest annual report on Form 10-K.
On October 19, 1994, shareholders approved a doubling of the authorized common stock shares to 60,000,000. This allows the Company to effect a 2-for-1 stock split previously authorized by the Board of Directors. It is payable on November 14, 1994, to holders of record on October 31, 1994.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The following is Management's discussion and analysis of certain significant factors which have affected the Company's results of operations and financial condition during the periods included in the accompanying consolidated condensed financial statements.
RESULTS OF OPERATIONS
SALES
Sales increased $29,273,000 or 15% in the current quarter compared to the same quarter in the preceding year. The major factor affecting this improvement was a 12% increase in engine unit shipments between years due to continued high demand resulting from favorable weather and a strong economic climate. An overall sales model mix to lower horsepower, lower selling price engines largely offset modest selling price increases and some step-up sales within the same horsepower category.
Sales were also favorably impacted by a 22% increase in lock unit shipments and an increase in service sales between quarters.
GROSS PROFIT
Gross profit increased 41% due to the increase in sales and an improvement in the gross profit rate (as a percentage of sales) from 14% in the preceding year to 17% in the current year. This improvement was primarily a result of spreading fixed overhead over a larger number of engine units. This was partially offset by an 11% increase in aluminum cost, the major raw material in engines, and other increases in manufacturing operating costs. The Company expects to experience similar increases in comparative aluminum costs in future quarters of this fiscal year.
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Expenses increased $2,429,000 or 12% between years in this category. This increase is primarily due to earlier recognition of profit sharing expense in fiscal 1995 than in fiscal 1994 because of improved profits on which they are based. The Company also had an increase in pension expense and small increases in most other operating expenses.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION (Continued)
OTHER INCOME
This category decreased $896,000 between years. The previous year contained a $2,800,000 gain on the sale of a facility in Germany and the current year had no similar item. The current year included a $1,200,000 increase in interest income due to a larger amount of investable funds.
PROVISION FOR INCOME TAXES
This category reflects an effective tax rate of 39% in each year. Management estimates this rate will be in effect for the entire fiscal year.
CUMULATIVE EFFECT OF ACCOUNTING CHANGES
The preceding fiscal year contained a cumulative effect of accounting changes made at the beginning of the first fiscal quarter. This was the result of adopting Financial Accounting Standards Numbers 106, 112 and 109, which were fully described in the Company's 1994 fiscal year annual report and previous year forms 10-Q. These changes totaled $32,558,000 for the year and will not be repeated in the current or subsequent fiscal years.
FINANCIAL CONDITION
The following comments apply to the change in financial condition of the Company since the preceding fiscal year end in June 1994.
Combined cash, cash equivalents and short-term investments decreased
$87,421,000 since the end of the previous fiscal year for three major reasons:
(1) a $51,902,000 increase in inventories (primarily finished goods)
representing goods manufactured ahead of time in anticipation of shipments
during the Company's busy season in the second and third fiscal quarters; (2) a
$21,250,000 increase in accounts receivable due to extended payment terms and
increased sales late in the quarter; and (3) a reduction of $16,137,000 in
accounts payable and accrued liabilities due to payment of the accrued profit
sharing liability on the fiscal year-end balance sheet.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION (Continued)
Additions to plant and equipment are $7.9 million larger in the current fiscal year than the preceding fiscal year. This is the beginning of previously announced major capital projects which include new engine plants, plant expansions, and a new foundry. The engine plants will be located in Auburn, Alabama; Statesboro, Georgia; and Rolla, Missouri. It is estimated that capital expenditures for these engine plants and plant expansions will total $112,000,000 over a three-year period. The new foundry will be located in Ravenna, Michigan and will total $20,000,000 over a two-year period. Company management intends to finance these expenditures from operating cash flow and available lines of credit.
As reported in the Annual Report, the Company plans to spin off the lock business to its shareholders in early calendar 1995 as a tax-free dividend.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At the Annual Meeting of Shareholders on October 19, 1994, the items of business included a Board of Director proposal to amend the Articles of Incorporation, five shareholder proposals and the election of directors.
(a) Election of three directors:
The following schedule indicates the votes cast for and
withheld with respect to each nominee for director.
Name of Nominee For Withheld --------------- --- -------- John L. Murray* 7,696,764 170,741 John S. Shiely* 7,707,403 160,125 Charles I. Story* 7,704,310 163,218 William P. Dixon 163,938 175,059 |
*Nominees who were elected to a three-year term expiring in 1997.
Directors whose term of office continues past the Annual Meeting of Shareholders include: Michael E. Batten, Robert H. Eldridge, Peter A. Georgescu, Clarence B. Rogers, Frederick P. Stratton, Jr. and Elwin J. Zarwell.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION (Continued)
(b) Proposal to approve an amendment to the Articles of Incorporation to
increase the authorized common stock of the Corporation from
30,000,000 to 60,000,000:
Out of a total of 11,529,145 votes represented on the proposal,
votes were cast as follows: 11,125,456 - For; 365,749 - Against; and
37,940 - Abstain. There were 7,100 broker non-votes.
(c) Shareholder Proposals:
(c)(1) Proposal urging declassification of Board of Directors. Out of a total of 11,333,084 votes represented on the proposal, votes were cast as follows: 4,838,339 - For; 6,316,818 - Against; and 177,927 - Abstain. There were 203,162 broker non-votes.
(c)(2) Proposal to separate positions of chairperson and chief executive officer and require chairperson to be outside director. Out of a total of 11,333,985 votes represented on the proposal, votes were cast as follows: 563,396 - For; 10,392,939 - Against; and 377,650 - Abstain. There were 202,259 broker non-votes.
(c)(3) Proposal to eliminate change in control agreements. Out of a total of 11,333,987 votes represented on the proposal, votes were cast as follows: 1,625,141 - For; 9,341,201 - Against; and 367,645 - Abstain. There were 202,259 broker non-votes.
(c)(4) Proposal to redeem shareholder rights issued under Rights Agreement. Out of a total of 11,333,987 votes represented on the proposal, votes were cast as follows: 4,614,260 - For; 6,626,422 - Against; and 93,305 - Abstain. There were 202,259 broker non-votes.
(c)(5) Proposal to establish committee of shareholder representatives. Out of a total of 11,333,886 votes represented on the proposal, votes were cast as follows: 461,097 - For; 10,810,554 - Against; and 62,235 - Abstain. There were 202,359 broker non-votes.
ITEM 5. OTHER INFORMATION
On August 16, 1994, the Board of Directors approved a two-for-one stock split, contingent upon approval by shareholders of an amendment to the Articles of Incorporation to increase the authorized shares of common stock from 30,000,000 to 60,000,000. The proposal to amend the Article III of the Articles of Incorporation to increase the authorized shares was approved by shareholders at the Annual Meeting of Shareholders held on October 19, and the Amendment to the Articles of Incorporation was filed with the Secretary of State of the state of Wisconsin, effective October 31, 1994. The split is payable November 14, 1994 to shareholders of record October 31, 1994.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION (Continued)
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description
3.1 Amendment to Article III of Articles of
Incorporation, effective October 31, 1994
3.2 Articles of Incorporation, as amended through October
31, 1994
27 Financial Data Schedule
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(b) Reports on Form 8-K.
There were no reports on Form 8-K for the first quarter ended October 2, 1994.
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.
BRIGGS & STRATTON CORPORATIO
(Registrant)
Date: November 10, 1994 /s/ R. H. Eldridge
------------------------------
R. H. Eldridge
Secretary-Treasurer
Date: November 10, 1994 /s/ J. E. Brenn
------------------------------
J. E. Brenn
Vice President and Controller
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BRIGGS & STRATTON CORPORATION
EXHIBIT INDEX
Exhibit
Number Description
3.1 Amendment to Article III of Articles of Incorporation,
effective October 31, 1994
(Filed herewith)
3.2 Articles of Incorporation, as amended through October
31, 1994
(Filed herewith)
27 Financial Data Schedule
(Filed herewith)
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BRIGGS & STRATTON CORPORATION
EXHIBIT Number 3.1
AMENDMENT TO ARTICLES OF INCORPORATION
Effective October 31, 1994
RESOLVED, that Article III of the Corporation's Articles of Incorporation, entitled "Capital Stock," be amended to read in its entirety as follows:
The aggregate number of shares which the corporation shall have authority to issue is Sixty Million (60,000,000) shares, consisting of one class only, designated as "Common Stock," of the par value of One Cent ($0.01) per share.
BRIGGS & STRATTON CORPORATION
EXHIBIT Number 3.2
Amended Through October 31, 1994
ARTICLES OF INCORPORATION
OF
BRIGGS & STRATTON CORPORATION
The undersigned incorporator, acting as incorporator of a corporation under the Wisconsin Business Corporation Law Chapter 180 of the Wisconsin Statutes (the "WBCL"), adopts the following Articles of Incorporation for such corporation:
ARTICLE I
Name
The name of the corporation is Briggs & Stratton Corporation.
ARTICLE II
Purposes
The purposes for which the corporation is organized are to engage in any lawful activity within the purposes for which a corporation may be organized under the WBCL.
ARTICLE III
Capital Stock
The aggregate number of shares which the corporation shall have authority to issue is Sixty Million (60,000,000) shares, consisting of one class only, designated as "Common Stock," of the par value of One Cent ($0.01) per share.
ARTICLE IV
Preemptive Rights
No holder of any stock of the corporation shall have any preemptive right to purchase, subscribe for, or otherwise acquire any shares of stock of the corporation of any class now or hereafter authorized, or any securities exchangeable for or convertible into such shares.
ARTICLE V
Board of Directors
(a) The authorized number of directors of the corporation which shall constitute the entire Board of Directors shall be such as from time to time shall be determined by a majority of the then authorized number of directors, but in no case shall the authorized number of directors be less than seven (7) or more than twelve (12). The directors shall be divided with respect to the time for which they severally hold office into three (3) classes, as nearly equal in number as possible, as determined by the Board of Directors, with the members of each class to hold office until their successors have been elected and qualified, or until their earlier resignation or removal. At each annual meeting of shareholders, the successors of the members of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. No decrease in the number of directors constituting the Board of Directors shall shorten the term of an incumbent director.
(b) Any director may be removed from office by the shareholders, but only for cause and only by the affirmative vote of a majority of the votes then entitled to be cast in an election of directors.
(c) Any vacancy occurring on the Board of Directors, including, but not limited to, a vacancy created by an increase in the number of directors or the removal of a director, shall be filled only by the affirmative vote of a majority of the directors then in office, even if such majority is less than a quorum of the Board of Directors, or by a sole remaining director. If no director remains in office, any vacancy may be filled by the shareholders. Any director elected to fill a vacancy shall serve until the next election of the class for which such director shall have been chosen.
ARTICLE VI
Shareholder Consent Actions
Action required or permitted by the WBCL to be taken at a shareholders' meeting may be taken without a meeting by shareholders who would be entitled to vote at a meeting shares with voting power sufficient to cast not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted. The action must be evidenced by one or more written consents describing the action taken, signed by the shareholders consenting thereto and delivered to the corporation for inclusion in its corporate records. Such a consent has the effect of a meeting vote and may be described as such in any document. Such action shall be effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date.
ARTICLE VII
Shareholder Vote Required
Unless a greater number of affirmative votes is required by the WBCL or these Articles of Incorporation, action on a matter, including the election of directors, by shareholders is approved only if a majority of the votes represented in person or by proxy at a meeting at which a quorum is present are cast in favor of the action.
ARTICLE VIII
Registered Office and Agent
The address of the initial registered office of the corporation is 12301 West Wirth Street, Wauwatosa, Milwaukee County, Wisconsin 53222 and the name of its initial registered agent at such address is Thomas R. Savage.
ARTICLE IX
Incorporator
The name and address of the incorporator is Thomas W. O'Brien, 411 East Wisconsin Avenue, Milwaukee, Wisconsin 53202.
| ARTICLE 5 |
| MULTIPLIER: 1 |
| CURRENCY: U.S. DOLLARS |
| PERIOD TYPE | 3 MOS |
| FISCAL YEAR END | JUL 02 1995 |
| PERIOD START | JUL 04 1994 |
| PERIOD END | OCT 02 1994 |
| EXCHANGE RATE | 1 |
| CASH | 133,680,000 |
| SECURITIES | 0 |
| RECEIVABLES | 143,847,000 |
| ALLOWANCES | 0 |
| INVENTORY | 137,572,000 |
| CURRENT ASSETS | 466,288,000 |
| PP&E | 679,786,000 |
| DEPRECIATION | 387,099,000 |
| TOTAL ASSETS | 767,098,000 |
| CURRENT LIABILITIES | 192,398,000 |
| BONDS | 0 |
| COMMON | 145,000 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| OTHER SE | 408,406,000 |
| TOTAL LIABILITY AND EQUITY | 767,098,000 |
| SALES | 227,845,000 |
| TOTAL REVENUES | 227,845,000 |
| CGS | 188,046,000 |
| TOTAL COSTS | 188,046,000 |
| OTHER EXPENSES | 18,974,000 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 2,091,000 |
| INCOME PRETAX | 18,734,000 |
| INCOME TAX | 4,310,000 |
| INCOME CONTINUING | 11,424,000 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | 11,424,000 |
| EPS PRIMARY | 0.79 |
| EPS DILUTED | 0.79 |