UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 25, 1995
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: 2-62681
GOLD KIST INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-0255560
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
244 Perimeter Center Parkway, N.E., Atlanta, Georgia 30346
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (404)
393-5000
N/A
(Former name, former address and former fiscal year, if
changed since last report.)
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
<PAGE>
GOLD KIST INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
March 25, 1995 and June 25, 1994 . . 1
Consolidated Statements of Operations -
Three Months and Nine Months Ended
March 25, 1995 and
March 26, 1994 . . . . . . . . . . . 2
Consolidated Statements of Cash Flows -
Nine Months Ended March 25, 1995
and March 26, 1994. . . . . . . . . 3
Notes to Consolidated Financial
Statements . . . . . . . . . . . . . 4 - 5
Item 2. Management's Discussion and Analysis of
Consolidated Results of Operations and
Financial Condition . . . . . . . . 6 - 8
Part II. Other Information
Item 1. Legal Proceedings . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . 9
<PAGE>
<TABLE>
Page 1
Item 1. Financial GOLD KIST INC. AND SUBSIDIARIES
Statements CONSOLIDATED BALANCE SHEETS
(Amounts in Thousands)
(Unaudited)
<CAPTION>
March 25, 1995 June 25, 1994
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,159 15,670
Receivables, principally trade, including
notes receivable of $23,099 at March 25,
1995 and $42,842 at June 25, 1994, less
allowance for doubtful accounts of
$6,947 at March 25, 1995 and $5,369 at
June 25, 1994 133,107 160,714
Inventories (note 3) 246,295 198,467
Other current assets 22,008 14,758
Total current assets 417,569 389,609
Investments (note 5) 93,739 72,105
Property, plant and equipment, net 211,066 204,783
Other assets 44,186 49,935
$766,560 716,432
LIABILITIES AND EQUITY
Current liabilities:
Notes payable and current maturities of
long-term debt:
Short-term borrowings $ 45,800 12,798
Subordinated loan certificates 26,342 25,079
Current maturities of long-term debt 26,689 35,405
98,831 73,282
Accounts payable 126,145 117,926
Accrued compensation and related expenses 36,017 26,431
Patronage refunds and equity payable 549 14,588
Interest left on deposit 10,334 9,340
Other current liabilities - 8,195
Total current liabilities 271,876 249,762
Long-term debt, excluding current maturities 105,833 109,817
Accrued postretirement benefit costs 36,565 34,488
Other liabilities 6,585 687
Total liabilities 420,859 394,754
Minority interest 24,331 25,016
Patrons' and other equity:
Common stock, $1.00 par value - Authorized
500 shares; issued and outstanding 79 at
March 25, 1995 and June 25, 1994 79 79
Patronage reserves 214,568 213,798
Unrealized gain on marketable equity
security (net of deferred income taxes
of $12,243) (note 5) 19,582 -
Retained earnings 87,141 82,785
Total patrons' and other equity 321,370 296,662
Contingent liabilities (note 7)
$766,560 716,432
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
Page 2
GOLD KIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in Thousands)
(Unaudited)
<CAPTION>
Three Months Ended Nine Months Ended
Mar. 25, Mar. 26, Mar. 25, Mar. 26,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales volume $389,770 391,380 1,150,116 1,098,234
Cost of sales 353,027 358,415 1,042,978 984,543
Gross margins 36,743 32,965 107,138 113,691
Distribution, administrative
and general expenses 32,642 30,286 95,092 88,449
Net operating margins 4,101 2,679 12,046 25,242
Other income (deductions):
Interest income 1,662 1,049 6,007 4,464
Interest expense (3,670) (2,532) (10,831) (9,394)
Equity in earnings (loss) of
partnership (note 4) (402) 1,052 (5,943) (1,492)
Gain on sales of investments 1,056 - 3,070 -
Miscellaneous, net 3,515 759 8,125 3,776
2,161 328 428 (2,646)
Margins before income
taxes, minority interest
and cumulative effect of
change in accounting
principle 6,262 3,007 12,474 22,596
Income taxes expense (benefit) 2,139 789 4,154 7,331
Margins before minority
expense and cumulative
effect of change in
accounting principle 4,123 2,218 8,320 15,265
Minority interest (235) 361 (462) (599)
Margins before cumulative
effect of change in
accounting principle 3,888 2,579 7,858 14,666
Cumulative effect of change in
accounting for income taxes
(note 6) - - - 5,339
Net margins $ 3,888 2,579 7,858 20,005
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
Page 3
GOLD KIST INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
<CAPTION>
Nine Months Ended
Mar. 25, Mar. 26,
1995 1994
<S> <C> <C>
Cash flows from operating activities:
Net margins $ 7,858 20,005
Non-cash items included in net margins:
Depreciation and amortization 28,386 27,506
Cumulative effect of change in accounting
principle - (5,339)
Equity in loss of partnership 5,943 1,492
Gain on sale of investments (3,070) -
Deferred income tax benefit (2,430) (2,543)
Other 2,922 (361)
Changes in operating assets and liabilities:
Receivables 27,607 3,025
Inventories (47,828) (31,653)
Other current assets (3,675) (1,830)
Accounts payable and accrued expenses 7,577 26,201
Interest left on deposit 994 (4,359)
Deposit for income taxes - (5,038)
Net cash provided by operating activities 24,284 27,106
Cash flows from investing activities:
Acquisitions of property, plant and equipment (35,128) (28,970)
Proceeds from disposal of investments 8,884 1,770
Other, net (1,198) 1,346
Net cash used in investing activities (27,442) (25,854)
Cash flows from financing activities:
Short-term borrowings (repayments), net 34,265 1,415
Proceeds from long-term debt 10,698 15,650
Principal payments of long-term debt (23,398) (16,759)
Patronage refunds and other equity paid in cash (17,918) (21,465)
Net cash provided by (used in) financing
activities 3,647 (21,159)
Net change in cash and cash equivalents 489 (19,907)
Cash and cash equivalents at beginning of period 15,670 31,086
Cash and cash equivalents at end of period $ 16,159 11,179
Supplemental disclosure of cash flow data:
Cash paid during the periods for:
Interest (net of amounts capitalized) $ 11,130 14,282
Income taxes $ 16,009 13,790
</TABLE>
See Accompanying Notes to Consolidated Financial Statements.
<PAGE>
Page 4
GOLD KIST INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in Thousands)
(Unaudited)
1. The accompanying unaudited consolidated financial
statements reflect the accounts of Gold Kist Inc. and its
subsidiaries ("Gold Kist"). These consolidated financial
statements should be read in conjunction with Management's
Discussion and Analysis of Consolidated Results of
Operations and Financial Condition and the Notes to
Consolidated Financial Statements on pages 13 through 17
and pages 25 through 36, respectively, of Gold Kist's
Annual Report in the previously filed Form 10-K for the
year ended June 25, 1994.
2. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to
present fairly the financial position, the results of
operations, and the cash flows. All significant
intercompany balances and transactions have been eliminated
in consolidation. Results of operations for interim
periods are not necessarily indicative of results for the
entire year.
3. Inventories consist of the following:
<TABLE>
<CAPTION>
March 25, 1995 June 25, 1994
<S> <C> <C>
Merchandise for sale $105,121 65,795
Live poultry and hogs 71,488 75,600
Marketable products 37,322 30,090
Raw materials and supplies 32,364 26,982
$246,295 198,467
</TABLE>
4. Gold Kist has a 33% interest in Golden Peanut Company, a
Georgia general partnership. Gold Kist's investment in
the partnership was $14.2 million at March 25, 1995 and
$20.1 million at June 25, 1994.
Summarized operating statement information of Golden
Peanut Company is shown below:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
Mar. 31, Mar. 31, Mar. 31, Mar. 31,
1995 1994 1995 1994
<S> <C> <C> <C> <C>
Net sales and other
operating income $101,518 122,540 302,498 320,707
Costs and expenses 102,724 119,393 320,327 325,206
Net earnings (loss) $ (1,206) 3,147 (17,829) (4,499)
</TABLE>
5. In May 1993, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No.
115, "Accounting for Certain Investments in Debt and
Equity Securities" (SFAS 115). SFAS 115 requires a change
in the accounting for investments in equity securities
with determinable fair values and for all investments in
debt securities.
<PAGE>
Page 5
GOLD KIST INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
(Amounts in Thousands)
(Unaudited)
Effective June 26, 1994, the Association adopted the
provisions of SFAS 115 and has classified its marketable
equity security as "available-for-sale." At June 26,
1994, the cost and fair value of the marketable equity
security, based upon the quoted market price, was $21.5
million and $42.0 million, respectively. Accordingly, the
cumulative effect of the accounting change resulted in an
increase in a separate component of patron's and other
equity of $12.9 million (net of deferred income taxes of
$7.6 million).
The fair value of the marketable equity security at March
25, 1995 was $52.3 million, which represented a gross
unrealized gain of $31.8 million. The gross unrealized
gain for the quarter ended March 25, 1995 decreased $6.4
million due to a 7% decline in the market value of the
equity security and the sale of approximately 3% of the
Association's holdings in the quarter ended March 25,
1995. The gross unrealized gain for the nine month period
ended March 25, 1995 was $10.3 million, which has been
included as a separate component of patron's and other
equity in the accompanying balance sheet net of deferred
income taxes.
6. Effective June 27, 1993, the Association adopted the
provisions of Statement of Financial Accounting Standards
No. 109 "Accounting for Income Taxes" and has reported the
cumulative effect of that change in the method of
accounting for income taxes in the consolidated statement
of operations for the first quarter of fiscal 1994, which
ended September 25, 1993.
7. In January 1994, three Alabama member patrons of Gold Kist
Inc. filed lawsuits in the Circuit Court of Jefferson
County, Alabama, Tenth Judicial Circuit and in the Circuit
Court of DeKalb County, Alabama, against the Association
and Golden Poultry and certain directors, officers and
employee of the companies. The lawsuits allege that the
named officers, directors and employees violated their
fiduciary duties by diverting corporate opportunities from
Gold Kist to Golden Poultry and Carolina Golden in
connection with the creation of Golden Poultry and
Carolina Golden, by permitting their continued operations
and by selling shares of Golden Poultry common stock to
certain officers, directors and employees of the
Association and Golden Poultry. In March 1994, the Court
certified the Jefferson County lawsuits as a class action.
In July 1994, the Court in the DeKalb County lawsuit
dismissed as defendants the employees of the companies who
are not or were not directors or officers of the
companies. Among the remedies requested are the transfer
of Golden Poultry operations to Gold Kist as well as
unspecified actual and punitive damages. The Association
intends to defend the litigation vigorously.
<PAGE>
In February 1994, other Alabama member patrons of Gold
Kist filed a lawsuit in the Circuit Court of Walker
County, Alabama, against the Association alleging short-
weight deliveries of feed from the Gold Kist Guntersville,
Alabama Feed Mill. In June 1994, the Court certified the
litigation as a class action. The Association intends to
defend the litigation vigorously.
<PAGE>
Page 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net Sales Volume
The Association's net sales volume of approximately $390.0
million for the quarter ended March 25, 1995 declined slightly
(less than one percent) as compared to the same quarter last
fiscal year. For the nine months ended March 25, 1995, the
Association's net sales volume increased 4.7% as compared to
the same period a year ago. The Poultry segment had a net
sales decrease of 1.5% for the three months ended March 25,
1995 as compared to the same quarter last fiscal year. The
net sales volume decrease for the current quarter resulted
from a 5.9% decrease in average selling prices, which was
partially offset by a 4.0% increase in pounds of poultry
marketed. For the nine months ended March 25, 1995, pounds of
poultry products sold increased 9.6% as compared to the prior
year and average selling prices declined approximately 4.4%.
The increase in pounds of broilers sold in the current fiscal
year was the result of additional processing capacity
completed in the prior fiscal year. The decline in average
selling prices for the current periods presented was due
primarily to increased supplies of competing meats;
particularly pork and to a lesser extent beef, and an
estimated 6.6% increase in U.S. broiler production.
The Agri-Services segment had net sales increases of
approximately 2.9% for the current quarter and 5.4% for the
nine months ended March 25, 1995. The current quarter's sales
increase resulted from increased fertilizer and chemical
sales, which was partially offset by reduced sales of animal
feeds due to favorable pasture conditions and lower market
prices. Despite the acquisition of seven retail and wholesale
farm supply operations in Mississippi, Louisiana and Texas
during the quarter ended March 25, 1995, wet weather
conditions in the Southeast and Delta region delayed net sales
volume associated with spring plantings until the final two
weeks of the quarter ended March 25, 1995. Also, sales growth
was hampered by the closing of four suburban retail stores at
the end of the quarter ended September 25, 1994. The year-to
date net sales increase reflected the increase in sales of
crop protection chemicals related to the increase in Southeast
cotton production and higher fertilizer sales prices.
Net Operating Margins
The Association had a net operating margin of $4.1 million for
the three months ended March 25, 1995 as compared to a net
operating margin of $2.7 million for the comparable quarter
last fiscal year. For the nine months ended March 25, 1995,
net operating margins were $12.0 million as compared to $25.2
million in the same period a year ago. For the three and nine
month
<PAGE>
periods ended March 25, 1995, the Poultry segment had net
operating margins of $4.4 million and $26.0 million,
respectively, as compared to $1.1 million and $33.5 million,
respectively, in the comparable periods a year ago. The
increase in Poultry margins for the quarter ended March 25,
1995 was the result of lower feed ingredient costs and
improved processing efficiencies, which were partially offset
by lower average selling prices. Feed ingredient costs for
the current quarter declined approximately 17.4%
<PAGE>
Page 7
as compared to the same quarter last fiscal year. For the
nine months ended March 25, 1995, feed ingredient costs
declined 7.4% below the comparable period a year ago due to
the large U.S. corn harvest in the fall of 1994. In addition,
the Poultry segment's net operating margin for the current
quarter included a $562,000 loss in its pork grow-out
operation due to lower prices for market hogs.
The Agri-Services segment had net operating margins of
approximately $1.5 million and $3.2 million, respectively, for
the three months ended March 25, 1995 and March 26, 1994. The
decrease in net operating margins for the quarter ended March
25, 1995, as compared to the same quarter in the prior year,
was due primarily to increased operating costs associated with
the acquisition of new retail operations, slightly lower gross
margins on fertilizer products, and the weather delayed spring
plantings discussed previously. Also the start-up of a Cotton
Division to procure, gin and market southeastern cotton
contributed to the increase in expenses. Net operating losses
for the nine months ended March 25, 1995 were $9.0 million as
compared to $3.6 million in the same period a year ago.
Other Income (Deductions)
Interest income was $1.7 million for the quarter ended March
25, 1995, which represented a $613,000 increase as compared to
the same quarter last year. The increase resulted primarily
from increased crop loans and extended terms provided to
retail farm supply patrons and customers of the Association.
Interest expense was $3.7 million for the quarter ended March
25, 1995, an increase of $1.1 million from the comparable
quarter last year as a result of higher interest rates and
increased borrowings.
Equity in loss of partnership of $402,000 represented the
Association's prorata share of Golden Peanut Company's net
loss for the quarter ended March 25, 1995. This compared to a
gain of approximately $1.1 million for the same quarter a year
ago. The net losses for the current periods were due to weak
domestic market prices for peanuts resulting from the large
carryover of 1993 crop peanuts and the large 1994 peanut
harvest. In addition, the use of foreign sourced peanut paste
in U.S. manufactured food products contributed to weak
domestic prices.
The approximate $1.1 million gain on sale of investments for
the quarter ended March 25, 1995 represents the sale of
marketable equity securities held by the Association. (See
Note 5 of Notes to Consolidated Financial Statements). The
gain on sale of investments for the nine months ended March
25, 1995 includes a $2.0 million gain on sale of investments,
which represents the sale of common stock in a regional
fertilizer cooperative.
Miscellaneous, net was $3.5 million for the three months ended
March 25, 1995 as compared to $759,000 for the three months
ended March 26, 1994. Miscellaneous, net for the quarter
ended March 25, 1995 includes patronage refunds in which the
Association is a member and other dividends of $3.3 million,
as well as a net gain of $292,000 related to the Association's
<PAGE>
equity participation in various agri-business related
ventures. These businesses include a pecan processor and marketer
and a foreign peanut trading company. Rental income of $323,000
was included in miscellaneous, net for the current quarter.
Patronage refunds, rental income, and gains associated with other
agri-business ventures were approximately $552,000 for the
comparable quarter in the prior fiscal year.
<PAGE>
Page 8
LIQUIDITY AND CAPITAL RESOURCES
The Association's liquidity is dependent upon cash from
operations and external sources of financing. The principal
sources of external short-term financing are proceeds from the
continuous offering of Subordinated Loan Certificates, a
revolving credit facility with a group of banks, and
uncommitted lines of credit. At March 25, 1995, the
Association had
unused available loan commitments to borrow additional amounts
of $40.0 million and additional uncommitted facilities to
provide loans and letters of credit of approximately $105.5
million. The primary sources of external long-term financing
are a note agreement with an insurance company and proceeds
from the continuous offering of Subordinated Capital
Certificates of Interest.
Covenants under the terms of loan agreements with lenders
include conditions that could limit the short-term and long-
term funds available from various external sources. The
Association was in compliance with all applicable conditions
in loan agreements with all lenders at March 25, 1995.
Working capital and the current ratio were $145.7 million and
1.54 to 1, respectively, at March 25, 1995, as compared to
$139.8 million and 1.56 to 1, respectively, at June 25, 1994.
Patrons' equity at March 25, 1995 was $321.4 million as
compared to $296.7 million at June 25, 1994. As a result of
an accounting change for marketable equity securities held by
the Association, total assets at March 25, 1995 increased
$31.8 million with an offsetting increase to patrons equity
and deferred income taxes of $19.6 million and $12.2 million,
respectively (see Note 5 of Notes to Consolidated Financial
Statements). Cash and cash equivalents during the current
nine months increased 3% to $16.2 million at March 25, 1995.
Net cash provided by operations reflected a $47.8 million
increase in the inventories related to the seasonal nature of
the Agri-Services segment's operations. Other uses of cash
included expenditures for the acquisition of property, plant
and equipment, repayments of long-term debt, and patronage
refunds and other equity payments. Patronage refunds and
other equity payments included the redemption of 1974 notified
equity of approximately $10.4 million. These items were
substantially funded by net cash provided by operations of
$24.3 million and short-term borrowings under the uncommitted
facilities.
For the nine months ended March 25, 1995, the Association's
investment activities included $35.1 million in expenditures
for property, plant and equipment, which were primarily
related to expansion and improvements in the poultry
operations and the acquisition of retail and wholesale farm
supply operations. The Association, including its non-
cooperative subsidiaries, plans fiscal 1995 capital
expenditures of approximately $87.0 million. These planned
capital expenditures include expansion and technological
advances in poultry production and processing, as well as
other facility improvements and necessary replacements.
Planned capital expenditures of $50.0 million for fiscal 1996
include approximately $10.0 million for the completion of a
cotton gin and warehouse operation.
<PAGE>
The Association believes cash and cash equivalents on hand at
March 25, 1995 and cash expected to be provided from
operations, in addition to proceeds from the sale of
Subordinated Capital Certificates of Interest and borrowings
available under existing credit arrangements, will be
sufficient to maintain cash flows adequate for the
Association's projected growth and operational objectives
during fiscal 1995.
<PAGE>
Page 9
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
The information set forth in Item 1. "Legal
Proceedings" of Part II of the Company's Quarterly
Report on Form 10-Q for the Quarterly Period ended
September 24, 1994 is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
Designation of Exhibit
in this Report Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K. Gold Kist has not filed any
reports on Form 8-K during the three months ended
March 25, 1995.
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.
GOLD KIST INC.
(Registrant)
Date May 9, 1995
Peter J. Gibbons
Vice President, Finance
(Chief Financial Officer)
Date May 9, 1995
W. F. Pohl, Jr.
Controller
(Chief Accounting Officer)
<PAGE>
Page 9
PART II: OTHER INFORMATION
Item 1. Legal Proceedings.
The information set forth in Item 1. "Legal
Proceedings" of Part II of the Company's Quarterly
Report on Form 10-Q for the Quarterly Period ended
September 24, 1994 is incorporated herein by
reference.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit
Designation of Exhibit
in this Report Description of Exhibit
27 Financial Data Schedule
(b) Reports on Form 8-K. Gold Kist has not filed any
reports on Form 8-K during the three months ended
March 25, 1995.
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.
GOLD KIST INC.
(Registrant)
Date May 9, 1995 /s/ Peter J. Gibbons
Peter J. Gibbons
Vice President, Finance
(Chief Financial Officer)
Date May 9, 1995 /s/ W. F. Pohl, Jr.
W. F. Pohl, Jr.
Controller
(Chief Accounting Officer)
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-01-1995
<PERIOD-END> MAR-25-1995
<CASH> 16,159
<SECURITIES> 0
<RECEIVABLES> 140,054
<ALLOWANCES> 6,947
<INVENTORY> 246,295
<CURRENT-ASSETS> 417,569
<PP&E> 528,253
<DEPRECIATION> 317,187
<TOTAL-ASSETS> 766,560
<CURRENT-LIABILITIES> 271,876
<BONDS> 0
<COMMON> 79
0
0
<OTHER-SE> 321,291
<TOTAL-LIABILITY-AND-EQUITY> 766,560
<SALES> 1,150,116
<TOTAL-REVENUES> 1,167,318
<CGS> 1,042,978
<TOTAL-COSTS> 1,042,978
<OTHER-EXPENSES> 101,035
<LOSS-PROVISION> 1,752
<INTEREST-EXPENSE> 10,831
<INCOME-PRETAX> 12,474
<INCOME-TAX> 4,154
<INCOME-CONTINUING> 7,858
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,858
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
