<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[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 No. 333-3621
CHANNELL COMMERCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
95-2453261
(I.R.S. Employer Identification No.)
26040 Ynez Road, Temecula, California
(Address of principal executive offices)
92591
(Zip Code)
(909) 694-9160
(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 _____
9,237,000 shares of common stock of the Registrant were outstanding at
September 30, 1996.
<PAGE>
CHANNELL COMMERCIAL CORPORATION
STATEMENTS OF INCOME (Unaudited)
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Nine months ended Three months ended
September 30 September 30
----------------- ------------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Sales $35,194 $31,767 $11,954 $10,758
Cost of goods sold 19,136 18,108 6,423 6,224
------- ------- ------- -------
Gross profit 16,058 13,659 5,531 4,534
Commission income 784 846 274 283
------- ------- ------- -------
16,842 14,505 5,805 4,817
Operating expenses
Selling 4,984 4,146 1,543 1,315
General and administrative 1,124 1,247 329 321
License fees -- related party 531 1,527 - 477
Research and development 398 370 131 127
------- ------- ------- -------
7,037 7,290 2,003 2,240
------- ------- ------- -------
Income from operations 9,805 7,215 3,802 2,577
Interest expense (income) (64) 299 (192) 91
------- ------- ------- -------
Income before income taxes 9,869 6,916 3,994 2,486
Income taxes 574 273 354 94
------- ------- ------- -------
Net income $9,295 $6,643 $3,640 $2,392
====== ====== ====== ======
Net income per share $0.41
======
Weighted average shares outstanding 8,984
======
Pro forma information:
Historical income before income taxes $9,869 $6,916 $2,486
Pro forma income taxes 2,763 2,836 1,020
------ ------ ------
Pro forma net income $7,106 $4,080 $1,466
====== ====== ======
Pro forma net income per share $0.88 $0.53 $0.19
====== ====== ======
Pro forma weighted average shares
outstanding 8,125 7,695 7,695
====== ====== ======
</TABLE>
The accompanying notes are an integral part of these
financial statements. Page 1 of 12
<PAGE>
CHANNELL COMMERCIAL CORPORATION
STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 1996
(amounts in thousands)
<TABLE>
<CAPTION>
Additional
Common Paid-In Retained
Stock Capital Earnings
-------- ---------- ----------
<S> <C> <C> <C>
Balance at January 1, 1996 $61 $26 $12,386
Common stock issued 31 27,965 ---
Dividends declared --- --- (14,167)
Net income --- --- 9,295
-------- ---------- ----------
Balance at September 30, 1996 $92 $27,991 $7,514
======== ========== ==========
</TABLE>
The accompanying notes are an integral part of these
financial statements. Page 2 of 12
<PAGE>
CHANNELL COMMERCIAL CORPORATION
BALANCE SHEETS
(amounts in thousands, except share and per share data)
<TABLE>
<CAPTION>
Unaudited
September 30, December 31,
1996 1995
------------- ------------
<S> <C> <C>
ASSETS
Current Assets
Cash $5,338 $1,375
Marketable securities 11,489 ---
Accounts receivable 6,625 4,122
Accounts receivable - related party 282 ---
Inventories 2,842 2,609
Deferred income taxes 369 ---
Prepaid expenses 727 396
------- -------
Total current assets 27,672 8,502
Property and equipment 10,742 10,062
Deferred income taxes 693 ---
Other assets 164 539
------- -------
Total assets $39,271 $19,103
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $1,980 $1,251
Accrued expenses 1,219 972
Accrued license fees - related party --- 471
Current maturities of long-term obligations 144 860
Distributions payable to stockholders --- 674
Income taxes payable 43 49
------- -------
Total current liabilities 3,386 4,277
Long-term obligations 288 2,353
Stockholders' equity
Preferred stock --- ---
Common stock, par value $.01 per share, authorized --
19,000,000 shares; issued and outstanding --
9,237,000 shares at September 30, 1996 92 61
6,137,000 shares at December 31, 1995
Additional paid-in capital 27,991 26
Retained earnings 7,514 12,386
------- -------
Total stockholders' equity 35,597 12,473
------- -------
Total liabilities and stockholders' equity $39,271 $19,103
======= =======
</TABLE>
The accompanying notes are an integral part of these
financial statements. page 3 of 12
<PAGE>
CHANNELL COMMERCIAL CORPORATION
STATEMENTS OF CASH FLOWS (Unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30
------------------
1996 1995
------- -------
<S> <C> <C>
Operating Activities:
Net Income $9,295 $6,643
Non-cash items included in net income:
Depreciation and amortization 1,143 1,148
Accrued license fees 531
(Increase) decrease in assets:
Accounts receivable (2,503) (2,299)
Inventories (232) 168
Prepaid expenses (331) (18)
Deferred income taxes (1,063) ---
Other (315) (76)
Increase (decrease) in liabilities
Accounts payable 729 805
Accrued expenses 247 664
Accrued license fees (471) 29
Income taxes payable (6) (312)
------ ------
Net cash provided by operating activities 7,024 6,752
------ ------
Investing activities:
Acquisition of property and equipment (1,391) (1,798)
Acquisition of marketable securities (11,489) ---
Other 308 ---
------ ------
Net cash used in investing activities (12,572) (1,798)
------ ------
Financing activities:
Repayment of long-term obligations (3,179) (670)
Dividends paid (14,841) (4,604)
Proceeds from issuance of long-term debt 66 432
Proceeds from line of credit --- 2,000
Repayment of line of credit --- (2,000)
Proceeds from issuance of common stock (net) 30,565 ---
Distribution to shareholders (patents) (3,100) ---
------ ------
Net cash (used in) provided by financing activities 9,511 (4,842)
------ ------
(Decrease) increase in cash 3,963 112
Cash, beginning of period 1,375 797
------ ------
Cash, end of period $5,338 $909
====== ======
</TABLE>
The accompanying notes are an integral part of these
financial statements. page 4 of 12
<PAGE>
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
(amounts in thousands except per share data)
1. Unaudited financial statements: In the opinion of management, all
adjustments, consisting only of normal recurring adjustments necessary for
a fair presentation of (a) the results of operations for the three- and
nine- month periods ended September 30, 1996 and 1995, (b) the financial
position at September 30, 1996 and December 31, 1995, and (c) the
consolidated statements of cash flows for the nine-month periods ended
September 30, 1996 and 1995 have been made. The results for the three- and
nine-month periods ended September 30, 1996, are not necessarily indicative
of the results for the entire year.
2. Pro forma financial information: Prior to the Company's initial public
offering of common stock in July 1996 (the "IPO"), it was an S Corporation
for federal and state income tax purposes. The pro forma income statement
presentation reflects a provision for income taxes as if the Company had
always been a C Corporation using an assumed effective tax rate of
approximately 41% less tax credits.
Pro forma net income per share has been computed by dividing pro forma net
income by the pro forma weighted average shares outstanding. Pro forma
weighted average shares outstanding includes 1,039 shares for the nine
months ended September 30, 1996, and 1,558 shares for the nine and three
months ended September 30, 1995, assumed to have been sold by the Company
at a price of $11.00 per share, the net proceeds of which were used to fund
the distributions to stockholders. The effect of the Company's use of a
portion of the net proceeds of the IPO to repay approximately $2.7 million
of bank indebtedness outstanding as of June 30, 1996, has not been
reflected in pro forma net income or pro forma net income per share because
the impact is not material.
3. Income Taxes: In July 1996, the Company terminated its election to be
taxed as an S Corporation. As a result of this termination, the Company
became liable for income taxes. Accordingly, as required by generally
accepted accounting principles, the Company recorded deferred tax assets
and liabilities on temporary differences between the income tax basis and
book basis of certain assets and liabilities. The effect of recording
these net deferred tax assets upon the results of operations for the
quarter ended September 30, 1996, was $1.063 million ($0.12 per share) and
$1.063 million ($0.13 per share) for the nine months ended September 30,
1996. It is not expected that future operations will have similar
increases to income as the result of recording deferred income taxes.
4. Exclusive licensing agreements: The exclusive licensing agreements
relating to the Channell Patents were terminated in April 1996 and,
accordingly, no license fees expense has been reflected in the accompanying
statements of income since the three-month period ended March 30, 1996.
Page 5 of 12
<PAGE>
5. Inventories: Inventories stated at the lower of cost or market (first-in,
first-out method) are summarized as follows:
<TABLE>
<CAPTION>
September 30, December 31,
1996 1995
------------- -------------
<S> <C> <C>
Raw materials $ 816 $1,111
Work-in process 955 744
Finished goods 1,071 754
------------- -------------
$2,842 $2,609
============= =============
</TABLE>
6. Marketable Securities: The Company has invested in certain U.S. Government
issued debt instruments and other taxable securities. These investments
are classified as "available for sale" as defined by Statement of Financial
Accounting Standards No. 115. The investment in these securities are
therefore recorded at fair value with any differences between fair value
and cost recorded as a separate component of stockholders' equity. At
September 30, 1996, there were no material differences between the fair
value and cost of these marketable securities.
Page 6 of 12
<PAGE>
RESULTS OF OPERATIONS
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 1996 WITH THE NINE MONTHS
ENDED SEPTEMBER 30, 1995
Net Sales. Net sales increased $3.4 million or 10.7% from $31.8 million in
the first nine months of 1995 to $35.2 million in the first nine months of 1996.
CATV net sales increased $3.1 million or 11.2% from $27.6 million in the first
nine months of 1995 to $30.7 million in the first nine months of 1996 as a
result of new account development and a continued moderate growth from rebuild
and new CATV network construction projects.
Telecommunications net sales increased $0.4 million or 9.8% from $4.1
million in the first nine months of 1995 to $4.5 million in the first nine
months of 1996. This sales increase was due to increased activity of
conventional copper-based telephone products and the introduction of new sealed
products.
Domestic net sales increased $4.1 million or 15.3% from $26.8 million in
the first nine months of 1995 to $30.9 million in the first nine months of 1996.
This increase is a result of the items discussed above.
International net sales decreased $0.7 million or 14.0% from $5.0 million
in the 1995 period to $4.3 million in the 1996 period as a result of the delay
of several major international broadband network construction programs in the
South Pacific.
Gross Profit. Gross profit increased $2.4 million or 17.6% from $13.7
million in the first nine months of 1995 to $16.1 million in the first nine
months of 1996. Gross margin increased from 43.0% to 45.6% during the
comparable period. The improvement in gross profit and gross margin was
primarily due to an increase in sales volume which resulted in higher operating
leverage and a favorable inventory adjustment of $0.2 million in the third
quarter.
Commission Income. Commission income decreased $0.1 million or 7.3% from
$0.9 million in the first nine months of 1995 to $0.8 million in the first nine
months of 1996. The decrease resulted from lower sales of cable-in-conduit
products due to severe winter conditions in the eastern part of the United
States during the first quarter of 1996.
Selling. Selling expense increased $0.9 million or 20.2% from $4.1 million
in the first nine months of 1995 to $5.0 million in the first nine months of
1996, primarily as a result of higher wages and employee benefits in the amount
of $0.2 million, travel and related expenses in the amount of $0.3 million,
relocation expense in the amount of $0.2 million and shipping expense in the
amount of $0.3 million. These increases were the result of increased sales and
marketing efforts during the period. As a percentage of net sales, selling
expense increased from 13.1% in 1995 to 14.2% in 1996.
Page 7 of 12
<PAGE>
General and Administrative. General and administrative expenses decreased
$0.1 million or 9.9% from $1.2 million in the first nine months of 1995 to $1.1
million in the first nine months of 1996. As a percentage of net sales, general
and administrative expense declined from 3.9% in the 1995 period to 3.2% in the
1996 period as a result of spreading the fixed portion of these expenses over a
larger sales base.
License Fees. License fees decreased $1.0 million or 65.2% from $1.5
million in the first nine months of 1995 to $0.5 million in the first nine
months of 1996. As a result of the termination of the license fee agreements in
April 1996, no license expense was recorded since the first quarter of 1996, and
no license fees will be recorded in any future periods.
Research and Development. Research and development expenses were
approximately $0.4 million in the first nine months of both 1995 and 1996, but
decreased as a percentage of net sales from 1.2% in 1995 to 1.1% in 1996.
Research and development is expected to be higher in the future as the Company
implements its new product development plans.
Income from Operations. As a result of the items discussed above, income
from operations increased $2.6 million or 35.9% from $7.2 million in the first
nine months of 1995 to $9.8 million in the first nine months of 1996. Operating
margin increased from 22.7% to 27.9%.
Income Taxes. Income taxes increased $0.3 million or 110.3% from $0.3
million in the first nine months of 1995 to $0.6 million in the first nine
months of 1996. The increase is due to the termination of the S Corporation
status, at the time of the Initial Public Offering, upon which the Company
recorded deferred tax assets on its Balance Sheet with a corresponding credit to
its Statement of Operations. The effect of recording these net deferred tax
assets upon the results of operations for the nine months ended September 30,
1996, was $1.063 million. If the deferred income tax assets had not been
recorded, pro-forma income taxes would have been $3.826 million (38.8% of
historical income before income taxes) for the nine months ended September 30,
1996, compared to $2.836 million (41.0% of historical income before income
taxes) for the nine months ended September 30, 1995.
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 1996 WITH THE THREE MONTHS
ENDED SEPTEMBER 30, 1995
Net Sales. Net sales increased $1.2 million or 11.1% from $10.8 million in
the third quarter of 1995 to $12.0 million in the third quarter of 1996. CATV
net sales increased $0.6 million or 6.6% from $9.6 million in the third quarter
of 1995 to $10.2 million in the third quarter of 1996 as a result of new account
development and moderate growth from the existing customer base.
Telecommunication net sales increased $0.6 million or 46.7% from $1.2
million in the third quarter to $1.8 million in the third quarter of 1996. This
increase was primarily due to new product introductions with several major
customers. Sales of existing conventional copper-based telephone products was
strong.
Page 8 of 12
<PAGE>
Domestic net sales increased $1.3 million or 15.8% from $8.4 million in the
third quarter of 1995 to $9.7 in the third quarter of 1996. The increase is a
result of the items discussed above.
International net sales decreased $0.1 million or 5.2% from $2.4 million in
the 1995 period to $2.3 million in the 1996 period as a result of the delay of
several major international broadband network construction programs in the South
Pacific.
Gross Profit. Gross profit increased $1.0 million or 22.0% from $4.5
million in the third quarter of 1995 to $5.5 million in the third quarter of
1996. Gross margin increased from 42.1% to 46.3% during the comparable periods.
The improvements in gross profit and gross margin are primarily due to an
increase in overall sales volume which resulted in higher operating leverage and
a favorable inventory adjustment of $0.2 million.
Commission Income. Commission income was $0.3 million in the third quarter
of both 1995 and 1996.
Selling. Selling expense increased $0.2 million or 17.3% from $1.3 million
in the third quarter of 1995 to $1.5 million in the third quarter of 1996,
primarily due to increased sales and marketing efforts during the quarter. As a
percentage of net sales, selling expense increased from 12.2% in the 1995 period
to 12.9% in the 1996 period.
General and Administrative. General and administrative expense was $0.3
million in the third quarter of both 1995 and 1996. As a percentage of net
sales, general and administrative expense declined from 3.0% in the 1995 period
to 2.8% in the 1996 period as a result of spreading the fixed portion of these
expenses over a larger sales base.
License Fee. License fee expense was not incurred in the third quarter of
1996 as a result of the termination of the license fee agreement in April 1996.
Research and Development. Research and development expenses were $0.1
million in both the third quarter of 1995 and 1996.
Income from Operations. As a result of the items discussed above, income
from operations increased $1.2 million or 47.5% from $2.6 million in the third
quarter of 1995 to $3.8 million in the third quarter of 1996, and operating
margin increased from 24.0% to 31.8%.
Income Taxes. Income taxes increased $0.3 million from $0.1 million in the
third quarter of 1995 to $0.4 million in the third quarter of 1996. The
increase is due to the termination of the S Corporation status, at the time of
the Initial Public Offering, upon which the Company recorded deferred tax assets
on its Balance Sheet with a corresponding credit to its Statement of Operations.
The effect of recording these net deferred tax assets upon the results of
operations for the three months ended September 30, 1996, was $1.063 million.
If the deferred income tax assets had not been recorded, income taxes would have
been $1.417 million (35.5% of historical income before income taxes) for the
three months ended September 30, 1996, compared to pro-forma income taxes of
$1.020 million (41.0% of historical income before income taxes) for the three
months ended September 30, 1995.
Page 9 of 12
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Upon the closing of the Initial Public Offering in July 1996 and the
exercise of the underwriter's over-allotment option in August 1996, the Company
received net proceeds from the offering of $30.565 million. The Company
invested $15.833 million of these proceeds in marketable securities and cash
equivalents. The interest income earned on these securities for the third
quarter of 1996 was $0.2 million.
Net cash provided by operating activities was $6.8 million and $7.0
million for the nine months ended September 30, 1995 and 1996, respectively.
Net cash used in financing activities was $4.8 million for the nine months ended
September 30, 1995, and $9.5 million was provided from financing activities for
the nine months ended September 30, 1996. Net cash used in investing activities
was $1.8 million and $12.6 million for the nine months ended September 30, 1995
and 1996, respectively. The acquisition of $11.5 million in short-term
securities was included in investing activities for the nine months ended
September 30, 1996.
Accounts receivable increased from $4.1 million at December 31, 1995, to
$6.6 million at September 30, 1996, as a result of higher sales during the
period and unusually slow collections experienced from international customers.
The Company made capital expenditures of $1.8 million and $1.4 million
during the first nine months of 1995 and 1996, respectively, and anticipates
additional capital expenditures of $1.0 million during the remainder of 1996,
principally for product tooling, test equipment, and computer hardware and
software.
The Company has historically financed its operations and capital
expenditures through internally generated funds and bank borrowings. The
Company currently maintains a revolving credit facility with a $3.5 million
working capital revolving line of credit and a $4.8 million equipment revolving
line of credit, neither of which currently has any outstanding balance.
Availability of advances under the revolving credit facilities expire on May 1,
1997.
The Company believes that income from operations, coupled with borrowings
under its revolving credit facilities and marketable securities will be
sufficient to fund the Company's capital expenditure and working capital
requirements at least through 1997.
Page 10 of 12
<PAGE>
Part II - Other Information
Item 1. Legal Proceedings
The Company is from time to time involved in ordinary routine litigation
incidental to the conduct of its business. The Company regularly reviews all
pending litigation matters in which it is involved and establishes reserves
deemed appropriate for such litigation matters. Management believes that no
presently pending litigation matters will have a material adverse effect on the
Company's financial statements taken as a whole or on its results of operations.
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
Exhibit
Number Description
- ------ -----------
3.1 Restated Certificate of Incorporation of the Company (1)
3.2 Bylaws of the Company (1)
4 Form of Common Stock Certificate (1)
10.1 Tax Agreement between the Company and the Existing Stockholders (1)
10.2 Channell Commercial Corporation 1996 Incentive Stock Plan (including
form of Stock Option Agreements and Restricted Stock Agreement) (1)
10.3 Business Loan Agreement dated as of January 21, 1994 between the
Company and Bank of America National Trust and Savings Association,
as amended ("Bank of America") (1)
10.5 The Company's Profit Sharing Plan (1)
10.6 Agreement dated as of September 30, 1982 between the Company and
Integral Corporation, as amended (1)
10.7 Telephone Sales Agreement dated as of January 23, 1991 between the
Company and Integral Corporation (1)
10.8 Employment Agreement between the Company and William H. Channell,
Sr. (1)
10.9 Employment Agreement between the Company and William H. Channell,
Jr. (1)
10.10 Channell Commercial Corporation 1996 Performance-Based Annual
Incentive Compensation Plan (1)
10.11 Lease dated December 22, 1989 between the Company and William H.
Channell, Sr., as amended (1)
10.12 Lease dated May 29, 1996 between the Company and the Channell Family
Trust (1)
10.13 Lease dated May 17, 1994 between the Company and the Z. Paul Akian and
Sonia Akian Family Trust (1)
10.14 Lease dated March 1, 1994 between the Company and Allstate Life
Insurance Company (1)
Page 11 of 12
<PAGE>
10.15 Lease dated November 2, 1989 between the Company and Meadowvale Court
Property Management Ltd., as amended (1)
10.16 Lease Agreement dated as of March 1, 1996 between Winthrop Resources
Corp. and the Company (1)
10.17 Form of Indemnity Agreement (1)
10.18 Form of Agreement Regarding Intellectual Property (1)
10.19 401(k) Plan of the Company (1)
27 Financial Data Schedule (2)
_______
(1) Incorporated by reference to the indicated exhibits filed in connection
with the Company's Registration Statement on Form S-1 (File No. 333-3621).
(2) Filed herewith.
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.
CHANNELL COMMERCIAL CORPORATION
(Registrant)
Dated: November 8, 1996 By: /s/Gary W. Baker
----------------
Gary W. Baker
Chief Financial Officer
Page 12 of 12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS AND NOTES THERETO CONTAINED IN THE COMPANY'S REGISTRATION STATEMENT
ON FORM S-1 FILED ON MAY 13, 1996.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 DEC-31-1995
<CASH> 5,338 1,375
<SECURITIES> 11,489 0
<RECEIVABLES> 6,625 4,122
<ALLOWANCES> 0 0
<INVENTORY> 2,842 2,584
<CURRENT-ASSETS> 27,672 8,502
<PP&E> 10,742 10,062
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 39,271 19,103
<CURRENT-LIABILITIES> 3,386 4,277
<BONDS> 0 0
0 0
0 0
<COMMON> 92 61
<OTHER-SE> 35,505 12,412
<TOTAL-LIABILITY-AND-EQUITY> 39,271 19,103
<SALES> 35,194 40,972
<TOTAL-REVENUES> 0 0
<CGS> 19,136 23,059
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> (64) 339
<INCOME-PRETAX> 9,869 8,832
<INCOME-TAX> 574 349
<INCOME-CONTINUING> 9,295 8,483
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 9,295 8,483
<EPS-PRIMARY> 1.00 .70
<EPS-DILUTED> 1.00 .70
</TABLE>
