<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 1997 Commission file number 1-5951
CMI CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 73-0519810
- ----------------------------- --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
I-40 & Morgan Road, P.O. Box 1985
Oklahoma City, Oklahoma 73101
- ---------------------------------------- --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 787-6020
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.
Voting Class A Common Stock Par Value $.10 and
Voting Common Stock Par Value $.10 21,078,004
- ----------------------------------------------- --------------------------------
(Title of each class) (Outstanding at August 11, 1997)
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<PAGE>
CMI CORPORATION
Index
Page
----
PART I. Financial Information
Condensed Consolidated Balance Sheets -
June 30, 1997 and December 31, 1996 and
June 30, 1996 3
Condensed Consolidated Statements of Earnings -
Three Months and Six Months Ended June 30, 1997
and 1996 4
Condensed Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1997 and 1996 5
Notes to Condensed Consolidated Financial
Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 8
PART II. Other Information
Item 1. Legal Proceedings 10
Item 2. Changes in Securities 10
Item 3. Defaults Upon Senior Securities 10
Item 4. Submission of Matters to a Vote of
Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
Signatures 11
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<PAGE>
PART I - FINANCIAL INFORMATION
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
June 30 December 31 June 30
1997 1996 1996
(Unaudited) * (Unaudited)
--------- ----------- ---------
<S> <C> <C> <C>
Current assets:
Cash & cash equivalents $ 16,465 7,160 1,626
Cash equivalents - restricted - - 150
Receivables, net 22,631 17,857 13,222
Inventories
Finished equipment 20,352 31,972 29,807
Work-in-process 10,533 6,890 8,434
Raw materials & parts 21,495 19,835 23,783
-------- ------- -------
Total inventories 52,380 58,697 62,024
Other current assets 884 187 391
Deferred tax asset 4,565 6,700 6,480
-------- ------- -------
Total current assets 96,925 90,601 83,893
Property, plant & equipment 49,428 47,595 46,828
Less accumulated depreciation 35,905 35,248 35,623
-------- ------- -------
Net property, plant & equipment 13,523 12,347 11,205
Long-term receivables 2,586 352 629
Other assets 1,303 1,054 547
Deferred tax asset 9,100 9,100 9,800
-------- ------- -------
$123,437 113,454 106,074
======== ======= =======
Current liabilities:
Current maturities of long-term debt $ 170 256 3,168
Accounts payable 10,051 6,409 10,783
Accrued liabilities 9,182 8,183 6,843
-------- ------- -------
Total current liabilities 19,403 14,848 20,794
Long-term debt 34,000 34,103 17,466
Redeemable preferred stock - - 4,537
Common shares & other capital:
Class A common stock & common
stock 2,108 2,047 2,047
Other capital 67,926 62,456 61,230
-------- ------- -------
Total common shares & other capital 70,034 64,503 63,277
-------- ------- -------
$123,437 113,454 106,074
======== ======= =======
</TABLE>
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
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<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ----------------
1997 1996 1997 1996
-------- ------- ------ -------
<S> <C> <C> <C> <C>
Net revenues $46,105 38,758 87,818 75,251
------- ------ ------ ------
Costs and expenses:
Cost of goods sold 34,365 27,821 65,679 53,023
Marketing and
administrative 6,080 6,157 12,232 11,834
Engineering and
product development 1,709 1,431 3,143 3,061
------- ------ ------ ------
42,154 35,409 81,054 67,918
Operating earnings 3,951 3,349 6,764 7,333
Other expense (income):
Interest expense 718 593 1,431 1,392
Interest income (323) (97) (486) (251)
Other expense (income), net (3) (3) - 11
------- ------ ------ ------
Earnings before income taxes 3,559 2,856 5,819 6,181
Income tax expense (Note 6) 1,329 1,072 2,165 2,302
------- ------ ------ ------
Net earnings $ 2,230 1,784 3,654 3,879
======= ====== ====== ======
Net earnings per common share and
common share equivalent (Note 3) $ .11 .09 .17 .18
======= ====== ====== ======
Average outstanding common shares
and common share equivalents 21,172 20,812 21,163 20,793
======= ====== ====== ======
</TABLE>
See notes to condensed consolidated financial statements.
-4 of 11-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30
----------------
1997 1996
------- ------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 3,654 3,879
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 1,230 1,068
Amortization 23 20
Loss (gain) on sale of assets - 11
Change in assets and liabilities:
Receivables (4,774) (1,491)
Inventories 6,317 1,075
Current assets (697) (2)
Accounts payable 3,642 (634)
Accrued liabilities 999 (1,592)
Deferred tax asset 2,135 2,520
Long-term receivables (2,234) 506
Other non-current assets (271) 54
------- ------
Net cash provided by operating activities 10,024 5,414
------- ------
INVESTING ACTIVITIES
Proceeds from sale of assets 104 9
Capital expenditures (2,512) (1,061)
------- ------
Net cash used in investing activities (2,408) (1,052)
------- ------
FINANCING ACTIVITIES
Payments on long-term debt (189) (790)
Net payments on revolving credit note - (5,746)
Net borrowings(payments)on fleet financing agreement - 1,739
Payment of preferred stock dividends - (121)
Proceeds from stock options exercised 49 120
Proceeds from stock warrants exercised 2,250 -
Payment of common stock dividends (421) -
------- ------
Net cash provided by(used in)financing activities 1,689 (4,798)
------- ------
Increase (decrease) in cash and cash equivalents 9,305 (436)
Cash and cash equivalents at beginning of year 7,160 2,062
------- ------
Cash and cash equivalents at end of period $16,465 1,626
======= ======
</TABLE>
See notes to condensed consolidated financial statements.
-5 of 11-
<PAGE>
CMI CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
(1) The interim condensed consolidated financial information has been prepared
in conformity with generally accepted accounting principles applied, in all
material respects, on a basis consistent with the consolidated financial
statements included in the annual report filed with the Securities and
Exchange Commission for the preceding fiscal year. The financial
information as of June 30, 1997 and 1996 and for the interim periods ended
June 30, 1997 and 1996 included herein is unaudited; however, such
information reflects all adjustments consisting of only normal recurring
adjustments, which are, in the opinion of management, necessary to a fair
presentation of financial position and the operating results for the interim
periods.
(2) The results of operations for the six months ended June 30, 1997 are not
necessarily indicative of the results to be expected for the full year. The
Company is in a very seasonal business, whereas normally at least 60 percent
of the Company's revenues occur in the first six months of each calendar
year.
(3) Earnings per share amounts are computed by dividing the net earnings less
redeemable preferred stock dividends and accretion of the difference between
the ultimate redemption value and the initial carrying value of redeemable
preferred stock for the period, by the weighted average outstanding common
shares and common share equivalents for the period. Common share equivalents
are not considered in the computation of per share amounts if their effect
is anti-dilutive.
(4) Certain reclassifications have been made to the prior interim periods to
conform to the 1997 presentations.
(5) There have been no material changes in related party transactions since the
annual report filed for the preceding fiscal year. As disclosed in the
annual report, in January 1997, certain Board of Directors exercised stock
purchase warrants for 600,000 shares of the Company's Voting Class A Common
Stock at an exercise price of $3.75 per share.
(6) Under the provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" (Statement 109), the benefit of tax deductions
and credits not utilized by the Company in the past is reflected as an asset
to the extent the Company assesses that future operations will "more likely
than not" be sufficient to realize such benefits.
The Company has assessed its past earnings history and trends, sales
backlog, budgeted sales, and expiration dates of carryforwards of future tax
benefits and has determined that it is "more likely than not" that the
$13,665,000 of deferred tax assets will be utilized. The remaining valuation
allowance of approximately $600,000 is maintained against deferred tax
assets which the Company has not determined to be "more likely than not"
realizable at this time. The Company will continue to review the valuation
allowance on a quarterly basis and make adjustments as appropriate. The
ultimate realization of the deferred tax asset will require aggregate
taxable income of approximately $38 million to $42 million in future years.
-6 of 11-
<PAGE>
At June 30, 1997, the temporary differences that give rise to significant
portions of the deferred tax assets are as follows (in thousands):
<TABLE>
<CAPTION>
Current Non-Current
------- ------------
<S> <C> <C>
Tax operating loss & other carryforwards $1,006 10,998
Other net deductible temporary differences 3,559 (1,267)
------ ------
Deferred tax assets 4,565 9,731
Less valuation allowance - 631
------ ------
Net deferred tax asset $4,565 9,100
====== ======
</TABLE>
(7) Commitments and Contingencies
-----------------------------
The Company and its subsidiaries are parties to various leases relating to
plants, warehouses, office facilities, transportation vehicles, and certain
other equipment. Real estate taxes, insurance, and maintenance expenses are
normally obligations of the Company. It is expected that in the normal
course of business, the majority of the leases will be renewed or replaced
by other leases. Leases do not provide for dividend restrictions, debt, or
future leasing arrangements. All leasing arrangements contain normal
leasing terms without unusual purchase options or escalation clauses.
At June 30, 1997, the Company was contingently liable as guarantor for
certain accounts receivable sold with recourse of approximately $4,836,000
through September 2006.
(8) Litigation
----------
As previously disclosed, on November 22, 1995, certain attorneys,
previously engaged by the Company in connection with prior patent
litigation, filed suit against the Company in the Circuit Court of Cook
County, Illinois. On December 20, 1995, the case was removed to the United
States District Court for the Northern District of Illinois, Eastern
Division. The attorneys are seeking to recover approximately $1.4 million
of legal fees and costs alleged to be owing by the Company, together with
prejudgment and postjudgment interest and other costs.
The Company has filed counterclaims or negligence and legal malpractice
where the Company sought an unspecified amount of monetary damages,
disgorgement of all legal fees collected, punitive damages, prejudgment
interest and other costs. On September 24, 1996, the Company's
counterclaims for negligence and legal malpractice were dismissed.
There are numerous other claims and pending legal proceedings that
generally involve product liability and employment issues. These cases are,
in the opinion of management, ordinary routine matters incidental to the
normal business conducted by the Company. In the opinion of the Company's
management after consultation with outside legal counsel, the ultimate
disposition of such proceedings, including the case above, will not have a
materially adverse effect on the Company's consolidated financial position
or future results of operations.
-7 of 11-
<PAGE>
CMI CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations
- ---------------------
Revenues increased to $46,105,000 for the three months ended June 30, 1997,
compared to $38,758,000 for the three months ended June 30, 1996, an increase of
19 percent. Net earnings increased to $2,230,000, or 11 cents per share, for
the three months ended June 30, 1997, compared with $1,784,000, or nine cents
per share, for the comparable three months ended June 30, 1996.
Revenues totaled $87,818,000 for the six months ended June 30, 1997, compared to
$75,251,000 for the six months ended June 30, 1996, an increase of 17 percent.
Net earnings were $3,654,000, or 17 cents per share, for the six months ended
June 30, 1997, compared to $3,879,000, or 18 cents per share, for the six months
ended June 30, 1996.
Gross margin, as a percentage of net revenues, was 25.5 percent for the three
months ended June 30, 1997, compared to 28.2 percent for the three months ended
June 30, 1996. Gross margin, as a percentage of net revenues, was 25.2 percent
for the six months ended June 30, 1997, compared to 29.5 percent for the six
months ended June 30, 1996.
As previously reported, the Company expected some low-margin orders to continue
into the second quarter of 1997. This occurred and reduced second quarter gross
margins. Additionally, the Company had a continuation of more specialized
equipment orders, along with the transaction discounting that was required to
remain competitive. The Company's cost of revenues, and specifically the cost
of labor, has remained higher than desired as the Company continues implementing
changes at its Oklahoma City plant. These changes are designed to make
manufacturing operations more productive and our equipment more efficient.
Demand continues strong for the Company's high-performance reclaimer/stabilizers
and Roto-Mill pavement profilers, part of the core product lines that helped
revolutionize road grade preparation and paving. Importantly, during the first
six months of 1997 the Company delivered five premier asphalt plants,
approximately $8 million in combined revenues, that showcase the Company's
equipment. The Company's commitment to quality has never lagged, even with very
competitive pricing conditions. The Company has responded to the competitive
pricing while retaining the leadership quality and product performance that the
industry expects. The cost is reflected in current gross margins, but
improvements are expected as the production enhancements being made at the
Oklahoma City plant will enable the Company to be a more cost-efficient yet
high-quality manufacturer.
Marketing and administrative expenses decreased $77,000 for the comparable three
months ended June 30, 1997, and increased $398,000 for the comparable six
months ended June 30, 1997. As a percentage of net revenues marketing and
administrative expenses were 13.2 percent for the three months ended June 30,
1997, compared to 15.9 percent for the three months ended June 30, 1996, and
were 13.9 percent for the six months ended June 30, 1997, compared to
-8 of 11-
<PAGE>
15.7 percent for the six months ended June 30, 1996. The Company's marketing
strategy continues to include customer demonstrations for new and existing
products, continued participation in industry trade shows, and an increasing
sales force for domestic and international locations.
Engineering and product development expenses increased $278,000 for the
comparable three months ended June 30, 1997, and increased $82,000 for the
comparable six months ended June 30, 1997. As a percentage of net revenues
engineering and product development expenses were 3.7 percent for the three
months ended June 30, 1997 and the three months ended June 30, 1996, and were
3.6 percent for the six months ended June 30, 1997, compared to 4.1 percent for
the six months ended June 30, 1996. The Company continues its commitment to
product development and enhancement.
Interest expense increased to $718,000 for the three months ended June 30, 1997,
compared to $593,000 for the three months ended June 30, 1996 and increased to
$1,431,000 for the six months ended June 30, 1997, compared to $1,392,000 for
the six months ended June 30, 1996. The increase is primarily due to increased
debt from period to period.
Interest income increased to $323,000 for the three months ended June 30, 1997,
compared to $97,000 for the three months ended June 30, 1996 and increased to
$486,000 for the six months ended June 30, 1997, compared to $251,000 for the
six months ended June 30, 1996. The increase in interest income is primarily
due to an increase in cash balances from period to period.
The Company's effective tax rate for the three months and six months ended June
30, 1997 and 1996 was approximately 37 percent.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity remained strong during the first six months of 1997.
Working capital at June 30, 1997 was $77,522,000 compared to $63,099,000 at June
30, 1996, an increase of $14,423,000. The increase in working capital is
primarily due to an increase in cash of $14,839,000, and an increase in
receivables of $9,409,000; offset by a decrease in inventories of $9,644,000
and a decrease in current maturities of long-term debt of $2,998,000. The
current ratio at June 30, 1997 was 5-to-1 compared to 4.03-to-1 at June 30,
1996.
The increase in cash is the result of an increase in cash provided from
operating activities and the new financing put into place during the third
quarter of 1996. The increase in receivables is primarily the result of
increased sales and reduced activity through the Company's fleet financing
agreement utilized by the Company to generate additional working capital when
needed. The decrease in inventories is the result of increased sales over the
prior period and Management's efforts towards the reduction of inventory levels.
The decrease in current maturities of long-term debt is a direct result of the
new financing put into place during the third quarter of 1996.
Cash provided by operating activities for the six months ended June 30, 1997 was
$10,024,000 compared to $5,414,000 for the comparable six months ended June 30,
1996. Financing activities for the six months ended June 30, 1997 provided an
additional $1,689,000, which included $2,250,000 of proceeds from stock warrants
exercised reduced by dividend and debt payments.
Capital expenditures are budgeted at $5 million for 1997 and are being financed
using internally generated funds and leasing programs. These capital
expenditures are being used to improve the Company's manufacturing and product
support efficiencies. Capital expenditures for the six months ended June 30,
1997 were $2,512,000 compared to $1,061,000 for the comparable six months ended
June 30, 1996.
The Company's $30,000,000 unsecured senior notes mature from September 2000 to
September 2006. The Company's $25,000,000 unsecured revolving line of credit
matures three years from the date of initial borrowing. As of June
-9 of 11-
<PAGE>
30, 1997, the Company had not utilized the unsecured revolving line of
credit. Other long-term debts have maturity dates ranging from August 1997 to
September 2010 and are expected to be paid off when due.
During the second quarter of 1997 the Company paid a quarterly cash dividend of
one cent per share on June 2, 1997, to holders of record at the close of
business on May 16, 1997. During the third quarter of 1997 the Company's Board
of Directors authorized payment of a quarterly cash dividend of one cent per
share payable on September 2, 1997, to holders of record at the close of
business on August 15, 1997. It is the Board of Directors present intention to
continue paying quarterly cash dividends.
Income Taxes
- ------------
Under the provisions of Statement 109, the benefits of future tax deductions and
credits not utilized by the Company in the past are reflected as an asset to the
extent the Company assesses that future operations will "more likely than not"
be sufficient to realize such benefits. For the period ending June 30, 1997,
the Company has assessed its past earnings history and trends, sales backlog,
budgeted sales, and expiration dates of future tax deductions and credits. As a
result, the Company has determined it is "more likely than not" that the
$13,665,000 of future tax deductions and credits will be utilized. The ultimate
realization of future tax deductions and credits will require aggregate taxable
income of approximately $38 million to $42 million in future years.
Forward Looking Statements
- --------------------------
Statements of the Company or management's intentions, beliefs, anticipations,
expectations and similar expressions concerning future events contained in this
report constitute "forward looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. As with any future event, there can
be no assurance that the events described in forward looking statements made in
this report will occur or that the results of future events will not vary
materially from those described in the forward looking statements made in this
report. Important factors that could cause the Company's actual performance and
operating results to differ materially from the forward looking statements
include, but are not limited to, highway funding, adverse weather conditions,
general economic conditions and political changes both domestically and
overseas.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
-10 of 11-
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 2, 1997, the annual meeting of shareholders of the Company was held at
the Company's corporate offices in Oklahoma City, Oklahoma. The items of
business considered at the annual meeting were as follows:
1. The election of Joseph J. Finn-Egan, Jeffrey A. Lipkin, and J. Larry Nichols
to serve as directors of the Company for a term of three years.
At the annual meeting, 19,719,796 votes were cast by the shareholders FOR the
election of Mr. Finn-Egan and 155,682 votes were WITHHELD; 19,719,195 votes were
cast by the shareholders FOR the election of Mr. Lipkin and 156,283 votes were
WITHHELD; 19,697,410 votes were cast by the shareholders FOR the election of
Mr. Nichols and 178,068 votes were WITHHELD.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits required by Item 601 of Regulation S-K are as follows:
Exhibit No.
-----------
11 Statements re Computation of Per Share Earnings
27 Financial Data Schedule
(b) The Company did not file any report on a Form 8-K during the fiscal quarter
ended June 30, 1997.
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.
Date: August 11, 1997 /s/Jim D. Holland
--------------------- -----------------------------------
Jim D. Holland
Sr. Vice President, Treasurer and
Chief Financial Officer
-11 of 11-
<PAGE>
EXHIBIT (11)
CMI CORPORATION
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------ ----------------
1997 1996 1997 1996
------- -------- ------- -------
<S> <C> <C> <C> <C>
PRIMARY EARNINGS PER SHARE
Net earnings per condensed statements
of earnings $ 2,230 1,784 3,654 3,879
Deduct dividends on preferred stock - 0 - 121
------- ------ ------ ------
Net earnings applicable to common
stock $ 2,230 1,784 3,654 3,758
======= ====== ====== ======
Weighted average outstanding common
shares 21,078 20,387 21,045 20,384
Add dilutive effect of outstanding
stock options (as determined using
the treasury stock method) 94 425 118 409
------- ------ ------ ------
Weighted average outstanding common
shares and common share equivalents,
as adjusted 21,172 20,812 21,163 20,793
======= ====== ====== ======
Primary earnings per share $ .11 .09 .17 .18
======= ====== ====== ======
FULLY DILUTED EARNINGS PER SHARE
Net earnings applicable to common
stock as shown in primary
computation above $ 2,230 1,784 3,654 3,758
------- ------ ------ ------
Weighted average outstanding common
shares 21,078 20,387 21,045 20,384
Add fully dilutive effect of
outstanding stock options (as
determined using the treasury stock
method) 94 425 118 409
------- ------ ------ ------
Weighted average outstanding common
shares and common share equivalents,
as adjusted 21,172 20,812 21,163 20,793
======= ====== ====== ======
Fully diluted earnings per share $ .11 .09 .17 .18
======= ====== ====== ======
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 16,465
<SECURITIES> 0
<RECEIVABLES> 22,631
<ALLOWANCES> 0
<INVENTORY> 52,380
<CURRENT-ASSETS> 96,925
<PP&E> 49,428
<DEPRECIATION> 35,905
<TOTAL-ASSETS> 123,437
<CURRENT-LIABILITIES> 19,403
<BONDS> 34,000
0
0
<COMMON> 2,108
<OTHER-SE> 67,926
<TOTAL-LIABILITY-AND-EQUITY> 123,437
<SALES> 87,818
<TOTAL-REVENUES> 87,818
<CGS> 65,679
<TOTAL-COSTS> 81,054
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,431
<INCOME-PRETAX> 5,819
<INCOME-TAX> 2,165
<INCOME-CONTINUING> 3,654
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,654
<EPS-PRIMARY> 0.17
<EPS-DILUTED> 0.17
</TABLE>
