<PAGE>
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 quarterly period ended DECEMBER 31, 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 0-9010
------------------------------------------------
ROBINSON NUGENT, INC.
- -----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
INDIANA 35-0957603
- -----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
800 East Eighth Street, New Albany, Indiana 47151-1208
- -----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (812) 945-0211
--------------------
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 practical date: As of January 31, 1996, the
registrant had outstanding 5,390,908 common shares without par value.
<PAGE>
Page 2
The Index to Exhibits is located at page 13 in the sequential numbering
system. Total pages: 14.
<PAGE>
Page 3
ROBINSON NUGENT, INC. AND SUBSIDIARIES
INDEX
PAGE NO.
--------
PART I. Financial Information:
ITEM 1. Financial Statements (Unaudited)
Consolidated condensed balance sheets at December 31, 1995,
December 31, 1994 and June 30, 1995 . . . . . . . . . . . . . . 4
Consolidated condensed statements of income for the three
and six months ended December 31, 1995 and December 31, 1994 . 6
Consolidated condensed statements of cash flows for the
six months ended December 31, 1995 and December 31,1994 . . . . 7
Notes to consolidated condensed financial statements . . . . . 8
ITEM 2. Management's discussion and analysis of financial
condition and results of operations . . . . . . . . . . . 9
PART II. Other Information . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
Page 4
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
December 31
-------------- June 30
1995 1994 1995
------- ------- -------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,622 $ 2,673 $ 2,460
Accounts receivable, net 10,712 9,197 12,209
Inventories:
Raw materials 2,143 1,573 1,730
Work in process 6,780 6,594 6,861
Finished goods 3,118 2,732 2,687
------- ------- -------
Total inventories 12,041 10,899 11,278
Other current assets 1,815 2,340 2,418
------- ------- -------
Total current assets 27,190 25,109 28,365
------- ------- -------
Property, plant & equipment, net 25,434 21,141 24,609
Other assets 948 58 1,195
------- ------- -------
Total assets $53,572 $46,308 $54,169
------- ------- -------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Page 5
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
December 31 June 30
------------- -------
1995 1994 1995
------ ------ ------
<S> <C> <C> <C>
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 660 $ 345 $ 924
Short-term bank borrowings 2,059 -- 538
Accounts payable 4,785 4,789 6,131
Accrued expenses 3,957 4,162 4,456
Income taxes 371 637 441
------ ------ ------
Total current liabilities 11,832 9,933 12,490
------ ------ ------
Long-term debt, excluding current
installments 3,693 2,375 4,143
Deferred income taxes 1,061 593 1,056
------ ------ ------
Total liabilities 16,586 12,901 17,689
------ ------ ------
Shareholders' equity:
Common shares without par value
Authorized shares: 15,000,000;
Issued shares: 6,850,550 20,950 20,775 20,896
Retained earnings 22,750 21,016 22,325
Equity adjustment from foreign
currency translation 3,487 2,657 3,774
Employee stock purchase plan loans
and deferred compensation (577) (967) (768)
Less treasury shares: 1,459,642 shares
at December 31, 1995, and 1,532,630
shares at December 31, 1994, and
1,479,586 shares at June 30, 1995. (9,624) (10,074) (9,747)
------ ------ ------
Total shareholders' equity 36,986 33,407 36,480
------ ------ ------
Total liabilities and shareholders'
equity $53,572 $46,308 $54,169
------ ------ ------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Page 6
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
------------------ ----------------
1995 1994 1995 1994
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net sales $20,047 $18,921 $40,547 $38,524
Cost of sales 15,775 13,652 31,014 27,686
------- ------- ------- -------
Gross profit 4,272 5,269 9,533 10,838
Selling, general and administrative
expenses 4,013 3,823 7,786 7,757
------- ------- ------- -------
Operating income 259 1,446 1,747 3,081
------- ------- ------- -------
Other income (expense):
Interest income 31 38 58 68
Interest expense (109) (65) (233) (111)
Royalty income 30 24 60 236
Currency gain (loss) (49) 15 (101) (16)
Other expense (63) (38) (122) (23)
------- ------- ------- -------
(160) (26) (338) 154
------- ------- ------- -------
Income before income taxes 99 1,420 1,409 3,235
Income taxes 155 483 665 1,200
------- ------- ------- -------
Net income (loss) $ (56) $ 937 $ 744 $ 2,035
------- ------- ------- -------
Net income (loss) per common share $ (.01) $ .17 $ .14 $ .37
------- ------- ------- -------
Dividends per common share $ .03 $ .03 $ .06 $ .06
------- ------- ------- -------
Weighted average number of
common shares outstanding
and common share equivalents 5,438 5,371 5,443 5,361
------- ------- ------- -------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Page 7
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
Six Months Ended
December 31
-----------------
1995 1994
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 744 $ 2,035
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 2,507 1,662
Losses from disposition of capital assets 167 --
Decrease in receivables 1,497 1,342
Increase in inventories (763) (1,092)
Decrease in other current assets 332 294
Decrease in accounts payable and
accrued expenses (1,845) (94)
Increase (decrease) in income taxes 206 (134)
------- -------
Net cash provided by operating activities 2,845 4,013
------- -------
Cash flows from investing activities:
Capital expenditures (3,558) (3,273)
Decrease in other assets 57 4
------- -------
Net cash used in investing activities (3,501) (3,269)
------- -------
Cash flows from financing activities:
Proceeds from short-term bank borrowings 1,730 --
Repayments of short-term bank borrowings (203) (800)
Proceeds from long-term debt 193 --
Repayments of long-term debt (498) (66)
Cash dividends paid (322) (319)
Repayments of employee stock purchase
plan loans 126 47
Stock options exercised 3 --
------- -------
Net cash provided by (used in) financing
activities 1,029 (1,138)
------- -------
Effect of exchange rate changes on cash (211) 76
------- -------
Increase (decrease) in cash and
cash equivalents 162 (318)
Cash and cash equivalents at beginning
of period 2,460 2,991
------- -------
Cash and cash equivalents at end
of period $ 2,622 $ 2,673
------- -------
</TABLE>
See accompanying notes to consolidated condensed financial statements.
<PAGE>
Page 8
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
ROBINSON NUGENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
DECEMBER 31, 1995 AND 1994, AND JUNE 30, 1995
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments necessary (all of
which are normal and recurring) to present fairly the financial position of
the Company and its subsidiaries, results of operations, and cash flows in
conformity with generally accepted accounting principles.
2. Earnings per common share are based upon the weighted average number of
shares outstanding during each period, plus common share equivalents
resulting from dilutive stock options.
3. The income tax expense for the quarter and the six months ended December 31,
1995 differs from expected effective rates due to income taxes on profit in
the United States and no income tax benefits from losses in Europe.
4. Reference is directed to the Company's consolidated financial statements
(Form 10-K), including references to the Annual Report, for the year ended
June 30, 1995 and management's discussion and analysis included in Part I,
Item 2 in this report.
<PAGE>
Page 9
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
MATERIAL CHANGES IN RESULTS OF OPERATIONS
Net sales for the quarter ended December 31, 1995 were $20,047,000, up 6 percent
over sales of $18,921,000 in the same period a year ago. The sales growth in the
quarter occurred primarily in the United States, Europe and Asia. Sales in
Europe advanced by 4 percent or $201,000 as a result the inclusion of Teckino
Manufacturing, b.v.b.a. (Teckino), acquired February 21, 1995. Excluding sales
by Teckino, Europe was down 9 percent or $484,000. United States business
increased 2.7% compared to prior year, as higher domestic sales were partially
offset by a shift in business to the Company's Asian operations. Net sales for
the six months ended December 31, 1995 were $40,547,000 compared to $38,524,000
for the same period a year ago. The sales growth in the six month period
occurred primarily in Europe and Asia. Higher sales in Europe were due
primarily to Teckino which had $1,419,000 in sales in the six month period.
Higher sales in Asia were due primarily to a shift in customer sales from the
United States to Asia.
Comparative sales by geographic territory for the respective periods follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
($000 omitted) December 31 December 31
------------------ -----------------
1995 1994 1995 1994
-------- ------- ------- -------
<S> <C> <C> <C> <C>
United States:
Domestic $13,087 $11,743 $26,028 $24,077
Export:
Europe 5 148 37 1,074
Asia 239 913 984 2,381
Rest of world 334 237 557 428
-------- ------- ------- -------
Total export sales 578 1,298 1,578 3,883
-------- ------- ------- -------
Total sales to customers 13,665 13,041 27,606 27,960
Intercompany 1,694 1,918 3,146 3,011
-------- ------- ------- -------
Total United States 15,359 14,959 30,752 30,971
-------- ------- ------- -------
Europe:
Domestic 4,704 4,267 9,467 7,665
Export to Asia 319 657 1,028 1,209
Rest of world -- 4 -- 12
-------- ------- ------- -------
<PAGE>
Page 10
Total sales to customers 5,023 4,928 10,495 8,886
Intercompany 845 739 1,733 1,426
-------- ------- ------- -------
Total Europe 5,868 5,667 12,228 10,312
-------- ------- ------- -------
Asia:
Domestic 1,359 670 2,446 1,167
Export to United States -- 282 -- 511
-------- ------- ------- -------
Total sales to customers 1,359 952 2,446 1,678
Intercompany 831 150 1,582 293
-------- ------- ------- -------
Total Asia 2,190 1,102 4,028 1,971
-------- ------- ------- -------
Eliminations (3,370) (2,807) (6,461) (4,730)
-------- ------- ------- -------
Consolidated $20,047 $18,921 $40,547 $38,524
-------- ------- ------- -------
</TABLE>
Incoming customer orders for the quarter ended December 31, 1995 were up 36
percent to $21.6 million, compared to orders of $15.8 million in the same
quarter a year ago. On a comparative basis, the significant increase in
customer orders was due to two factors, an abnormally low bookings rate in the
prior year's quarter and a higher order level in the current quarter in Europe.
Customer orders for the six months ended December 31,1995 were $41.0 million
compared to $37.3 million in the prior year, an increase of $3.7 million or 10
percent. The Company ended the quarter with a backlog of unshipped orders of
$15.8 million compared to $12.4 million a year ago.
Gross profits in the quarter ended December 31, 1995 amounted to $4,272,000 or
21.3 percent of net sales, compared to $5,269,000 or 27.8 percent of net sales
in the prior year. Gross profits are net of engineering charges associated with
new product development which amounted to $866,000 or 4.3 percent of net sales
in the current quarter compared to $794,000 or 4.2 percent of net sales in the
prior year. The reduction in gross profits in the quarter from the prior period
reflects lower purchases by a major customer, continued competitive price
pressures, higher development costs for a new customized product in Europe and
the write-off of machinery and equipment for which there is no anticipated
future use. Gross profits for the six months ended December 31, 1995 amounted
to $9,533,000 or 23.5 percent of net sales, compared to $10,838,000 or 28.1
percent of net sales in the prior year. Engineering expenses for the six months
ended December 31, 1995 amounted to $1,675,000 or 4.1 percent of net sales
compared to $1,784,000 or 4.6 percent of net sales in the prior year.
Selling, general and administrative expenses of $4,013,000 for the three months
ended December 31, 1995 increased by $190,000 or 5 percent compared to expenses
of $3,823,000 in the prior year. Higher expenses in Europe and Asia were
partially offset by lower payroll and other administrative expenses in the
United States. Europe increased $216,000, primarily due to the acquisition of
Teckino. Asia increased $177,000 due to the cost of the new regional
headquarters in Singapore. Expenses of $7,786,000 for the six months ended
December 31, 1995 increased by $29,000 or 0.4 percent compared to expenses of
$7,757,000 in the prior year. This primarily reflected reduced commissions,
advertising, recruitment, promotions and bonus expense in the United States.
Offsetting the expense reduction in the United States were higher expenses in
Europe and Asia, reflecting the Company's expansion in these
<PAGE>
Page 11
areas.
Other income and expense for the three months ended December 31, 1995
reflected a net expense of $160,000 compared to $26,000 for the comparable
three month period in the prior year. This reflected higher interest
expenses, currency losses, and expenses related to the Company's Isocon joint
venture. Interest expense increased to $109,000 compared to $65,000 in the
prior year due to an increased borrowing level. Currency losses totaled
$49,000 compared to gains of $15,000 in the prior year. The Company
terminated its joint venture company, Isocon L.C. during the quarter. Total
expenses incurred in the joint venture, including the termination cost,
totaled $63,000 for the quarter. Other income and expense for the six months
ended December 31, 1995 reflected an expense of $338,000 compared to income
of $154,000 for the comparable six month period in the prior year. The gain
in the prior year includes $236,000 of royalty income paid to the Company by
a competitor licensed to manufacture and sell a product utilizing one of the
Company's patented features. Interest expense increased to $233,000 compared
to $111,000 in the prior year period due to an increased borrowing level.
Other expense in the current year includes $122,000 of expenses related to
the terminated Isocon L.C. joint venture.
The provision for income taxes was provided using the appropriate effective
tax rates for each of the tax jurisdictions in which the Company operates.
A provision for income tax expense has been accrued for profits generated in
the United States, Switzerland, Belgium, Netherlands and the Company's cable
operations in Malaysia, but no tax benefit has been recognized on the pretax
losses incurred in Scotland, Singapore and the Company's connector operations
in Malaysia.
The net loss in the quarter ended December 31, 1995 amounted to $56,000 or 1
cent per share, compared to a net income of $937,000 or 17 cents per share, a
year ago. The net loss in the quarter resulted from lower gross profits
compared to the prior year's second quarter, as noted above, and higher
expenses. The net income for the six months ended December 31, 1995 amounted
to $744,000 or 14 cents per share compared to $2,035,000 or 37 cents per
share a year ago. The year to date net losses from European and Asian
operations were $410,000 and $60,000 respectively. European operations had a
net loss of $162,000 in this period in the prior year. Asian operation's net
income for the six months ended December 31, 1994 was $208,000.
MATERIAL CHANGES IN FINANCIAL CONDITION
Net working capital at December 31, 1995 amounted to $15.4 million compared
to $15.2 million at December 31, 1994 and $15.9 million at June 30, 1995.
The current ratio was 2.3 to 1 compared to 2.5 to 1 in the prior year. The
reduction in the current ratio was primarily the result of increased
short-term borrowings. Short term bank borrowing increased $2,059,000
compared to the prior year, and $1,521,000 compared to June 30, 1995. Cash
and cash equivalent balances advanced by $162,000 at December 31, 1995
compared to June 30, 1995. There were no significant changes in long-term
debt in the quarter ended December 31, 1995. Long term debt increased
$1,633,000 compared to the prior year, due primarily to the acquisition of
Teckino Manufacturing, b.v.b.a. Long-term debt due after one-year
represented $3.7 million, or 10 percent of shareholders' equity at the
quarter end, compared to $2.4 million or 7 percent of shareholders' equity at
the prior year's quarter end. The Company believes working capital and
capital expenditure requirements can be met from operations, cash balances,
and available lines of credit.
<PAGE>
Page 12
PART II. OTHER INFORMATION
Item 1. Not applicable.
Item 2. Not applicable.
Item 3. Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Shareholders of Robinson Nugent, Inc. was held
on November 2, 1995 for the following purposes:
1. Election of three (3) directors to hold office for three (3) years
from meeting date as follows:
Vote
For Withheld No Vote
----- -------- -------
Shares:
Richard L. Mattox, 4,697,900 38,963 --
Diane T. Maynard 4,697,900 38,963 --
Patrick C. Duffy 4,697,900 38,963 --
The following directors shall continue their term of office as a
director from November 2, 1995:
Larry W. Burke - 1 year
Lawrence Mazey - 1 year
James W. Robinson - 1 year
Jerrol Z. Miles - 2 years
Samuel C. Robinson - 2 years
Richard W. Strain - 2 years
2. Ratification of the selection of Coopers & Lybrand L.L.P. as
certified public accountants for the Company for the fiscal year
ending June 30, 1996.
Vote
------
For Against Abstain No Vote
----- ------- ------- -------
Shares: 4,732,619 400 3,843 --
Item 5. Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) See Index to Exhibits.
(b) No reports on Form 8-K were filed during the quarter
ended December 31, 1995.
<PAGE>
Page 13
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.
ROBINSON NUGENT, INC.
--------------------------------------
(Registrant)
Date
--------------------------- --------------------------------------
Larry W. Burke
President and Chief Executive Officer
Date
--------------------------- --------------------------------------
Anthony J. Accurso
Vice President, Treasurer and Chief
Financial Officer
<PAGE>
Page 14
FORM 10-Q
INDEX TO EXHIBITS
Number of Sequential
Item Numbering
Assigned in System
Regulation S-K Page Number
Item 601 Description of Exhibit of Exhibit
- -------------- ---------------------------------------- -----------
(2) Not applicable.
(4) 4.1 Specimen certificate for Common Shares,
without par value. (Incorporated by
reference to Exhibit 4 to Form S-1
Registration Statement No. 2-62521.)
4.2 Rights Agreement dated April 21, 1988
between Robinson Nugent, Inc. and Bank
One, Indianapolis, N.A. (Incorporated
by reference to Exhibit I to Form 8-A
Registration Statement dated May 2,
1988.)
4.3 Amendment No. 1 to Rights Agreement
dated September 26, 1991 between
Robinson Nugent, Inc. and Bank One,
Indianapolis, N.A. (Incorporated by
reference to Exhibit 4.3 to Form 10-K
Report for year ended June 30, 1991.)
4.4 Amendment No. 2 to Rights Agreement
dated June 11, 1992. (Incorporated by
reference to Exhibit 4.4 to Form 8-K
Current Report dated July 6, 1992.)
(10) 10.1 Robinson Nugent, Inc. 1983 Tax-Qualified
Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.1 to Form 10-K Report for year ended
June 30, 1983.)
10.2 Robinson Nugent, Inc. 1983 Non Tax-
Qualified Incentive Stock Option Plan.
(Incorporated by reference to Exhibit
10.2 to Form 10-K Report for year ended
June 30, 1983.)
<PAGE>
Page 15
10.3 Deferred compensation agreement dated
May 10, 1990 between Robinson Nugent,
Inc. and Larry W. Burke, President and
Chief Executive Officer, and related
agreement dated May 10, 1990 between
Robinson Nugent, Inc. and PNC Bank,
Kentucky, Inc. (formerly Citizens
Fidelity Bank and Trust Company of
Louisville, Kentucky) as trustee.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1990.)
10.4 Summary of Robinson Nugent, Inc. Bonus
Plan for the fiscal year ended June 30,
1996. (Incorporated by reference to
Exhibit 10.7 to Form 10-K Report for
year ended June 30, 1995.)
10.5 1993 Robinson Nugent, Inc. Employee and
Non-Employee Director Stock Option Plan.
(Incorporated by reference to Exhibit
19.1 to Form 10-K Report for year ended
June 30, 1993.)
10.6 Summary of the Robinson Nugent, Inc.
Employee Stock Purchase Plan
(Incorporated by reference to Exhibit
19.2 to Form 10-K Report for year ended
June 30, 1993.)
(11) Not applicable.
(15) Not applicable.
(18) Not applicable.
(19) Not applicable.
(22) Not applicable.
(23) Not applicable.
(24) Not applicable.
(27) Financial Data Schedule
(99) Not applicable.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Robinson
Nugent, Inc. 10-Q for the period ending September 30, 1995 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 2,622
<SECURITIES> 0
<RECEIVABLES> 11,393
<ALLOWANCES> 681
<INVENTORY> 12,041
<CURRENT-ASSETS> 27,190
<PP&E> 62,253
<DEPRECIATION> 36,819
<TOTAL-ASSETS> 53,572
<CURRENT-LIABILITIES> 11,832
<BONDS> 0
0
0
<COMMON> 20,950
<OTHER-SE> 16,036
<TOTAL-LIABILITY-AND-EQUITY> 53,572
<SALES> 40,547
<TOTAL-REVENUES> 40,547
<CGS> 31,014
<TOTAL-COSTS> 31,014
<OTHER-EXPENSES> 7,786
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 233
<INCOME-PRETAX> 1,409
<INCOME-TAX> 665
<INCOME-CONTINUING> 744
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 744
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
