<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY
PERIOD ENDED SEPTEMBER 30, 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 0-599
THE EASTERN COMPANY
(Exact Name of Registrant as specified in its charter)
Connecticut 06-0330020
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
112 Bridge Street, Naugatuck, Connecticut 06770
(Address of principal executive offices) (Zip Code)
(203) 729-2255
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No .
------- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding as of SEPTEMBER 30, 1995
Common Stock, No par value 2,776,384
-1-
<PAGE> 2
PART I
FINANCIAL INFORMATION
THE EASTERN COMPANY AND SUBSIDIARIES
ITEM I CONSOLIDATED CONDENSED BALANCE SHEETS
- ------
<TABLE>
<CAPTION>
ASSETS
Sept 30, 1995 Dec. 31, 1994
CURRENT ASSETS (Unaudited) (Audited)
- -------------- ------------ -----------
<S> <C> <C>
Cash and cash equivalents $ 2,035,360 $ 2,610,244
Accounts receivable, less allowance: 8,716,452 9,665,164
1995- $413,682 1994- $330,024
Land held for sale 0 1,018,111
Inventories 11,332,391 9,530,546
Prepaid expenses and other current assets 1,665,151 2,021,862
----------- -----------
Total Current Assets 23,749,354 24,845,927
Property, plant & equipment 25,667,887 23,950,535
Less accumulated depreciation (12,544,155) (10,996,773)
---------- ----------
13,123,732 12,953,762
Prepaid pension cost 3,256,257 2,958,362
Other assets, net 1,567,382 1,124,736
----------- -----------
TOTAL ASSETS $ 41,696,725 $ 41,882,787
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 3,097,614 $ 3,239,241
Notes payable current 310,000 2,460,000
Accrued compensation and withholding 1,478,592 935,417
Accrued expenses 656,731 377,322
----------- -----------
TOTAL CURRENT LIABILITIES 5,542,937 7,011,980
Deferred federal income taxes 1,939,200 1,939,200
Long-term debt 421,579 240,000
Accrued postretirement benefits 2,856,846 2,848,150
SHAREHOLDERS' EQUITY
Common Stock No Par Value:
Authorized Shares - 25,000,000
Issued & outstanding shares: 9,009,393 9,009,392
1995-2,776,384 1994-2,775,085
(Excluding Shares in Treasury:
1995-522,887 1994-520,085)
Preferred Stock No Par Value
Authorized Shares - 2,000,000
(No shares issued)
Retained earnings 21,926,770 20,834,065
----------- -----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 41,696,725 $ 41,882,787
=========== ===========
</TABLE>
See accompanying notes.
-2-
<PAGE> 3
<TABLE>
THE EASTERN COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
9/30/95 10/1/94 9/30/95 10/1/94
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Net Sales $45,825,248 $43,636,624 $14,379,195 $14,597,008
Interest Income 95,096 54,242 24,473 17,796
----------- ---------- ---------- ----------
Total 45,920,344 43,690,866 14,403,668 14,614,804
Cost of Products Sold 34,887,438 33,687,377 11,194,845 11,594,265
----------- ----------- ---------- ----------
11,032,906 10,003,489 3,208,823 3,020,539
Selling and Admin. Expenses 7,521,063 7,381,208 2,339,522 2,306,638
Interest Expense 65,314 95,748 5,066 41,049
Other Income Net (66,787) (123,194) (37,700) (29,815)
----------- ----------- ---------- ----------
INCOME FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 3,513,316 2,649,727 901,935 702,667
Income Taxes 1,273,375 916,223 300,411 214,769
--------- --------- ------- -------
INCOME FROM CONTINUING
OPERATIONS 2,239,941 1,733,504 601,524 487,898
Discontinued Operations (238,224) 121,453 (142,506) 92,643
--------- -------- -------- --------
NET INCOME $ 2,001,717 $ 1,854,957 $ 459,018 $ 580,541
=========== ============ ========== ==========
Income From Continuing
Operations Per Share $ 0.81 $ 0.63 $ 0.22 $ 0.18
Net Income Per Share $ 0.72 $ 0.67 $ 0.16 $ 0.21
Cash Dividends Per Share $ 0.345 $ 0.345 $ 0.115 $ 0.115
Average Shares Outstanding 2,775,665 2,768,651 2,775,665 2,768,651
</TABLE>
See accompanying notes.
-3-
<PAGE> 4
<TABLE>
THE EASTERN COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
NINE MONTHS ENDED
<S> <C> <C>
9/30/95 10/1/94
(Unaudited) (Unaudited)
OPERATING ACTIVITIES: ----------- -----------
Net income $ 2,001,717 $ 1,854,957
Adjustments to reconcile net income to net
cash provided from operations:
Depreciation and amortization 1,938,918 1,893,957
Pension plan income (252,857) (286,384)
Gain on sale of equipment and other assets (15,212) 0
Postretirement benefits other than pensions 8,696 37,500
Provision for losses on accounts receivable 83,523 84,765
Provision for deferred income taxes 0 43,577
Changes in Operating Assets and Liabilities:
Accounts receivable 865,485 (1,575,569)
Inventories (1,785,123) 671,136
Prepaid expenses 356,082 (420,004)
Accounts payable (127,484) 969,776
Accrued expenses 804,257 (1,032,720)
Other assets (222,517) (175,130)
----------- -----------
NET CASH PROVIDED FROM OPERATING ACTIVITIES 3,655,485 2,065,861
INVESTING ACTIVITIES:
Purchases of property, plant, and equipment (2,142,177) (1,853,650)
Proceeds from sale of equipment and other assets 1,226,598 0
Other (148,756) 21,297
NET CASH USED FOR INVESTING ACTIVITIES (1,064,335) (1,832,353)
FINANCING ACTIVITIES:
Payment on line of credit (1,400,000) 0
Proceeds from issuance of short-term debt 0 1,500,000
Principal payments on long-term debt and notes payable (810,000) (810,000)
Proceeds from sales of Common Stock (Stock Options) 29,510 338,313
Purchases of Common Stock for the Treasury (29,509) (202,042)
Dividends paid (957,707) (956,772)
----------- -----------
NET CASH USED FOR FINANCING ACTIVITIES (3,167,706) (130,501)
Effect of exchange rate changes on cash 1,672 3,540)
----------- -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (574,884) 106,547)
Cash and Cash Equivalents at Beginning of Year 2,610,244 2,479,998
----------- -----------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 2,035,360 $ 2,586,545
=========== ===========
</TABLE>
See accompanying notes.
-4-
<PAGE> 5
THE EASTERN COMPANY AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
NINE MONTHS ENDED THREE MONTHS ENDED
9/30/95 10/1/94 9/30/95 10/1/94
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Primary:
Average Shares Outstanding 2,775,665 2,768,651 2,775,665 2,768,651
Net effect of dilutive stock
options -- based on the
treasury stock method
using average market price
50,510 68,998 50,510 68,998
---------- --------- ---------- ---------
Total 2,826,175 2,837,649 2,826,175 2,837,649
========== ========= ========== =========
Income from Continuing
Operations $2,239,941 $1,733,504 $601,524 $487,898
========== ========== ======== ========
Net Income $2,001,717 $1,854,957 $459,018 $580,541
========== ========== ======== ========
Income from Continuing
Operations Per Share $0.79 $0.61 $0.21 $0.17
===== ===== ===== =====
Net Income Per Share $0.71 $0.65 $0.16 $0.20
===== ===== ===== =====
Fully Diluted:
Average Shares Outstanding 2,775,665 2,768,651 2,775,665 2,768,651
Net effect of dilutive stock
options -- based on the
treasury stock method
using quarter-end market
price, if higher than
average market price 50,510 68,998 50,510 68,998
--------- --------- --------- -------
Total 2,826,175 2,837,649 2,826,175 2,837,649
========= ========= ========= =========
Income from Continuing
Operations $2,239,941 $1,733,504 $601,524 $487,898
========== ========== ======== ========
Net Income $2,001,717 $1,854,957 $459,018 $580,541
========== ========== ======== ========
Income from Continuing
Operations Per Share $0.79 $0.61 $0.21 $0.17
===== ===== ===== =====
Net Income per Share $0.71 $0.65 $0.16 $0.20
===== ===== ===== =====
</TABLE>
See accompanying notes.
-5-
<PAGE> 6
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 1995
Note A - Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.
The accompanying condensed consolidated financial statements are unaudited.
However, in the opinion of the Registrant's management, all adjustments
(consisting only of normal recurring accruals) necessary for a fair
presentation of the results of operations for such interim periods have been
reflected therein.
Certain 1994 amounts have been reclassified to conform to 1995 presentation.
Note B - Net Income Per Share
Net income per share of common stock is based on the weighted average number
of shares outstanding during each period (1995 - 2,775,665 shares; 1994 -
2,768,651 shares). Common stock equivalents (Stock Options) did not have a
material dilutive effect on net income per share. The computation of net
income per share of common stock on a fully diluted basis did not result in
any material dilution in 1995 or 1994.
Note C - Discontinued Operation
In August 1995, the Registrant sold the business and assets (customer
list, property and inventories) of its Construction segment for cash
of $325,000 and a note in the principal amount of $386,000. Accounts
receivable relating to the Construction segment of $857,000 were retained
by the Registrant.
The condensed balance sheet as of December 31, 1994 includes the accounts
of the Construction segment. Total assets related therto were $2,940,000,
of which $2,709,000 were classified as current; and liabilities were $840,000
all classified as current.
-6-
<PAGE> 7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
September 30, 1995
Note C - Discontinued Operation (continued)
Operations prior to July 31, 1995 have been restated to reflect the
discontinuance of the Construction segment. Components of the income
(loss) of the discontinued operations follows:
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
9/30/95 10/1/94 9/30/95 10/1/94
<S> <C> <C> <C> <C>
Operating income (loss), less
applicable income tax expense
(benefit) of $(66,681), $89,167,
$(39,322) and $56,825 $(170,203) $121,453 $( 74,485) $92,643
Loss on disposal less applicable
income tax benefit $(16,468) ( 68,021) - ( 68,021) -
--------- -------- -------- -------
Income (loss) from discontinued
operations $(238,224) $121,453 $(142,506) $92,643
========= ======== ========= =======
</TABLE>
Net sales of discontinued operations, which are excluded from the consolidated
condensed statement of income were $3,400,388; $5,660,400; $477,031 and
$2,403,797 for the nine months ended September 30, 1995 and October 1, 1994
and for the three months ended September 30, 1995 and October 1, 1994,
respectively.
Note D - Litigation
The Registrant is involved in litigation relating to environmental matters for
which the ultimate outcome is not expected to have any material adverse impact
on financial position, operating results or liquidity.
-7-
<PAGE> 8
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Income from continued operations for the third quarter 1995 was up 23% to
$601,524 or $.22 per share on sales of $14,379,195 versus third quarter 1994
income of $487,898 or $.18 per share on sales of $14,597,008. Income from
continued operations for the first nine months of 1995 increased 29% to
$2,239,941 on a 5% increase in sales to $45,825,248 versus the first nine
months of 1994 income of $1,733,504 on sales of $43,636,624. Total net income
for the third quarter of 1995 was down $121,523 or 21% from the comparable
quarter of 1994 of $580,541 and up 8% or $146,760 over the nine months 1994
total net income of $1,854,957. Total net income for the third quarter 1995
also reflects some one time closing charges related to the discontinuation of
the Registrants Thompson Material division in August 1995.
Third quarter sales were down slightly compared to the same period a year ago.
As expected, volume declined 7% in the third quarter due to the continued slow
down in the coal mining industry and a softness in the transportation
industry. New product sales contributed 1% and price increases of 5% helped
offset the decline in volume during the third quarter. For the first nine
months of 1995 volume was down 2% while price increases and new products were
up 5% and 2% respectively. New products include the "Prestolock" line of
keyless locks, being offered by the Registrant's CCL Security Products
division, new malleable castings products manufactured by the Registrant's
Frazer & Jones division and hardware components for the appliance industry
from the recently acquired Canadian company for the Registrant's Canadian
subsidiary, Eberhard Hardware Manufacturing, Ltd. Demand for the
transportation and industrial hardware product lines should remain strong
through the remainder of the year. Sales for the first nine months of 1995
to the underground coal mining industry, were down from the comparable period
a year ago. The overall underground coal mining industry is expected to be
soft for the remainder of the year. However, contract malleable casting
sales continue to increase from the comparable periods a year ago helping to
offset the decline in the mining business. Sales of custom locks were up 8%
in the third quarter 1995 and 3% for the nine months ending
September 30, 1995 versus the comparable periods a year ago. New products
to be introduced in the forth quarter of 1995 include a keyless gun lock used
to secure weapons being offered by the Registrant's CCL Security Products
division and a bar locking mechanism used to secure doors on commercial
trailers and containers offered by the Registrant's Eberhard Manufacturing
division. In addition, the Registrant's Eberhard Manufacturing division has
successfully designed and will begin tooling a new locking system for a major
light truck manufacturer with production scheduled to begin in the first
quarter of 1996. The Registrant continues to engineer and develop new products
to meet the security needs of industrial customers.
On July 17, 1995 the Company's Board of Directors approved a plan to
discontinue its Thompson Material Construction Segment and sell the equipment
and inventory with a carrying value of approximately $625 thousand. The
disposal was successfully completed in August 1995 with minimal impact on
total third quarter net income.
-8-
<PAGE> 9
The Registrant's gross margin as a percentage of sales for the three and nine
months ended September 30, 1995 was 22% and 24%, respectively, compared to 21%
and 23% for comparable periods a year ago. Price increases of approximately
5% in the first nine months of 1995 helped to maintain the gross margin and
offset decline in higher margin mining products.
Overall selling and administrative expenses are comparable to the same periods
a year ago approximating 16% of net sales.
Other income for the three months ended September 30, 1995, was up $8 thousand
and down $56 thousand for the nine months ended September 30, 1995 as compared
to the same periods a year ago. The fluctuation in commission income relates
to commissions earned. The related agreement expires in August 1995.
The effective tax rate for the third quarter and first nine months of 1995 was
33% and 36%, respectively, versus the comparable periods a year ago of 31% and
35%, respectively. The overall increase in the effective tax rate for 1995
was due to non-deductible startup losses sustained at the newly opened
distribution facility "Sesamee Mexicana S.A. DE C.V." in Lerma, Mexico.
Liquidity and Sources of Capital
Cash flows from operations were $3.655 million for the first nine months of
1995 versus $2.066 million in the first nine months of 1994. The change in
cash flows resulted from the timing differences in collections of accounts
receivable, the payments of liabilities and the build up of inventory. The
Registrant repaid $1.4 million on its short-term line of credit from proceeds
received on the sale, in the first quarter of 1995, of land from the
previously discontinued Alloy Foundries operation.
Inventory increased from the 1994 year-end level by $1.785 million with
an inventory turnover rate of 6 turns per year versus the year-end
level of 7 turns per year. The Registrant believes current inventory levels
are adequate to meet customer requirements and anticipated increased sales
activity. The average day sales in accounts receivable increased to 58 days
for collection versus the end of 1994 collection average of 55 days. The
prime reason for the increase in collection days comes from accounts
receivable still being collected from the discontinued Construction segment
where collections are historically slow. The Registrant will continue to
pursue the collection of the remaining outstanding receivables from this
segment.
Additions to property plant and equipment were $2.142 million during the first
nine months of 1995 versus $1.854 million for the comparable period a year
ago. Total 1995 capital expenditures will exceed the $2.3 million level of
depreciation for the year due the normal replacement of equipment, capital
tooling, an improvement to the sand system at the Registrant's Frazer & Jones
division and a new 400 ton stamping press at the Registrant's Eberhard
Manufacturing division.
The Registrant anticipates it will be drawing down on its short-term line of
credit for funding the increased capital equipment expenditures and to provide
for additional operating capital. The total draw down is not expected to
exceed $1 million.
-9-
<PAGE> 10
Other Matters
On June 24, 1994, the Registrant settled all claims with both the Beacon
Heights Coalition and the Laurel Park Coalition and the respective complaints
against the Registrant on behalf of the Coalitions were dismissed by
stipulation. No complaints are now pending in the U.S. District Court
involving the Registrant and a final amended judgement was entered by the U.S.
District Court in the consolidated proceedings on May 2, 1995. Appeals,
however, have been filed by two government agencies as described in Part II,
Item 1 below.
The Registrant continues to actively monitor the situation. It is
management's opinion that the resolution of these matters will not have a
material adverse effect on the Registrant's financial position, operating
results or liquidity.
-10-
<PAGE> 11
PART II
OTHER INFORMATION
ITEM 1 LEGAL PROCEEDINGS
In April 1988, Murtha Enterprises Inc. and related parties (collectively
"Murtha"), as the result of a February 1987 suit (docket number N-87-52 PCD)
brought by the U. S. Environmental Protection Agency (the "EPA") and others,
concerning the Beacon Heights and Laurel Park landfills, instituted third-
party actions against approximately 200 companies or individuals including
the Registrant. The underlying suit against Murtha was settled with EPA and
the other parties and the Consent Decree has been approved by the Court.
On September 22, 1988, the EPA filed a complaint against the Registrant and
seven other defendants seeking recovery of present and future response costs
incurred by the United States in connection with the Beacon Heights landfill.
The complaint alleged total damages of approximately $1.8 million ($1.3
million actual and $.5 million future). On October 31, 1988 the court
consolidated the EPA action against the Registrant with the other cases under
docket number N-87-52 (PCD).
By complaint dated September 6, 1990, the Beacon Heights Coalition (the
"Beacon Coalition"), a group of parties who have entered into a consent order
with EPA, instituted a direct action against the Registrant and approximately
400 other named parties concerning the Beacon Heights landfill. The Beacon
Coalition claimed that these defendants generated or transported hazardous
substances disposed of at the Beacon Heights landfill, and are therefore
responsible for a share of the Beacon Coalition's response costs.
The Registrant has filed answers to both the EPA Complaint and the Beacon
Coalition Complaint.
In March 1991, a Laurel Park Coalition which did not include the Registrant
entered into Consent Decree and Administrative Order by Consent with the EPA
and the State of Connecticut to remediate the Laurel Park landfill. The
Consent Decree has been approved by the Court.
In May 1991, EPA and the State of Connecticut ("State") each filed a
complaint against the Registrant and three other defendants seeking recovery
of present and future response costs incurred in connection with the Laurel
Park landfill. The EPA claims costs in excess of $1.8 million and the state
claims costs in excess of $2.5 million. On July 1, 1991, the court
consolidated these actions against the Registrant with the other cases under
docket number N-87-52 (PCD). The Registrant filed answers to both of these
complaints.
By order dated February 8, 1994, the court granted a motion filed by
Registrant for judgement on the pleadings against EPA and the state with
respect to each of their claims against Registrant. By motions dated
February 22, 1994 and February 23, 1994, EPA and the State respectively moved
for reconsideration of the court's order, which motions were denied.
By order dated February 8, 1994, the court permitted the Laurel Park
Coalition to file a complaint against eight parties including the Registrant,
which claims were to be assigned for trial if the Coalition filed a
complaint.
-11-
<PAGE> 12
On June 24, 1994 , the Registrant settled all claims with both the Beacon
Heights Coalition and the Laurel Park Coalition and the respective complaints
against the Registrant on behalf of the Coalitions were dismissed by
stipulation.
On May 2, 1995, the U.S. District Court entered a final amended judgement in
the consolidated proceedings (docket number N-87-52(PCD)) which included the
granting of Registrant's motion for judgement on the pleadings. As a result
of this judgement, no complaints are now pending in the U.S. District Court
involving the Registrant.
On May 10, 1995, the State and the EPA filed their notices of appeal from
this final judgement with the U.S. District Court.
The Registrant will continue to vigorously pursue its legal interest in this
matter. The Registrant believes that these actions will not have a
materially adverse impact on the Registrant's consolidated financial
position, operating results or liquidity.
There are no other material legal proceedings, other than ordinary routine
litigation incidental to the business, to which either the Registrant or any
of its subsidiaries is a party to or by which any of their property is the
subject.
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
A. The Eastern Company 1995 Executive Stock Incentive
Plan incorporates herein by reference those portions of the Registrant's
definitive proxy statement filed with the Commission pursuant to Regulation
14A on March 20, 1995 beginning on page 20 captioned "Adoption of Executive
Stock Incentive Plan."
B. Reports on form 8-K
None
-12-
<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.
THE EASTERN COMPANY
(Registrant)
Stedman G. Sweet
DATE: November 14, 1995 _____________________________
Stedman G. Sweet
President and Chief Executive Officer
Donald E. Whitmore, Jr.,
DATE: November 14, 1995 _______________________________
Donald E. Whitmore, Jr.,
Vice President and Principal Financial Officer
- -13-
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1995
<CASH> 2035360
<SECURITIES> 0
<RECEIVABLES> 9130134
<ALLOWANCES> 413682
<INVENTORY> 11332391
<CURRENT-ASSETS> 23749354
<PP&E> 25667887
<DEPRECIATION> 12544155
<TOTAL-ASSETS> 41696725
<CURRENT-LIABILITIES> 5542937
<BONDS> 0
<COMMON> 9009393
0
0
<OTHER-SE> 21926770
<TOTAL-LIABILITY-AND-EQUITY> 41696725
<SALES> 45825248
<TOTAL-REVENUES> 45920344
<CGS> 34887438
<TOTAL-COSTS> 34887438
<OTHER-EXPENSES> 7465111
<LOSS-PROVISION> 55952
<INTEREST-EXPENSE> 65314
<INCOME-PRETAX> 3513316
<INCOME-TAX> 1273375
<INCOME-CONTINUING> 2239941
<DISCONTINUED> (238224)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2001717
<EPS-PRIMARY> .71
<EPS-DILUTED> .71
</TABLE>
