<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 QUARTER ENDED OCTOBER 29, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-8088
FURON COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
California 95-1947155
- - - ------------------------------------ ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
29982 Ivy Glenn Drive
Laguna Niguel, CA 92677
- - - ------------------------------------- ----------------------
(Address of principal executive office (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (714) 831-5350
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
--- ---
Number of shares of common stock outstanding as of October 29, 1994: 8,710,415
<PAGE> 2
FURON COMPANY
INDEX
PART I
<TABLE>
<CAPTION>
PAGE NO.
--------
<S> <C>
Financial Statements
Condensed Consolidated Balance Sheets
October 29, 1994 and January 29, 1994 3-4
Condensed Consolidated Statements of Income
Three and Nine Months Ended
October 29, 1994 and October 30, 1993 5
Condensed Consolidated Statements of Cash Flows
Nine Months Ended October 29, 1994 and
October 30, 1993 6
Notes to Condensed Consolidated Financial Statements 7-9
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10-12
</TABLE>
PART II
<TABLE>
<S> <C>
Other Information 13-14
Exhibits 15-16
</TABLE>
<PAGE> 3
FURON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
(Unaudited)
<TABLE>
<CAPTION>
October 29, January 29,
In thousands 1994 1994
- - - -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 12,711 $ 18,483
Accounts receivable, less allowance for
doubtful accounts of $746 at October 29, 1994
and $632 at January 29, 1994. 46,463 38,085
Inventories 29,857 26,279
Deferred tax benefit 9,707 9,154
Prepaid expenses and other assets 6,020 5,836
-------------- -------------
Total current assets 104,758 97,837
Property, plant & equipment, at cost:
Land 457 448
Buildings and leasehold improvements 13,747 13,048
Machinery and equipment 95,556 87,599
-------------- -------------
109,760 101,095
Less accumulated depreciation
and amortization (59,263) (52,664)
--------------- --------------
Net property, plant and equipment 50,497 48,431
Intangible assets at cost less accumulated
amortization of $22,880 at October 29, 1994
and $20,308 at January 29, 1994. 18,820 21,359
Other assets 7,901 7,597
-------------- -------------
Total assets $ 181,976 $ 175,224
============== =============
</TABLE>
See accompanying notes.
3
<PAGE> 4
FURON COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY
(Unaudited)
<TABLE>
<CAPTION>
October 29, January 29,
In thousands, except share amounts 1994 1994
- - - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Current liabilities:
Accounts payable $ 18,681 $ 15,465
Salaries, wages and related benefits payable 11,961 10,073
Current portion of long-term debt 7,504 6,013
Income taxes payable 2,743 4,474
Other current liabilities 9,214 10,173
------------- -------------
Total current liabilities 50,103 46,198
Long-term debt due after one year 14,753 20,750
Other long-term liabilities 17,845 18,045
Deferred taxes 9,407 9,416
Commitments and contingencies
Stockholders' equity
Capital stock:
Preferred stock without par value,
2,000,000 shares authorized, none
issued or outstanding - -
Common stock without par value,
15,000,000 shares authorized,
8,710,415 shares issued and
outstanding at October 29, 1994 and
8,625,706 at January 29, 1994. 36,160 35,320
Foreign currency translation adjustment 655 (1,034)
Unearned ESOP shares (2,789) (2,688)
Unearned compensation (956) (709)
Retained earnings 56,798 49,926
------------- -------------
Total stockholders' equity 89,868 80,815
------------- -------------
Total liabilities and stockholders' equity $ 181,976 $ 175,224
============= =============
</TABLE>
See accompanying notes.
4
<PAGE> 5
FURON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
<TABLE>
<CAPTION>
Three months ended Nine months ended
------------------------------ -------------------------------
October 29, October 30, October 29, October 30,
In thousands, except per share amounts 1994 1993 1994 1993
- - - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 81,071 $ 70,034 $ 231,158 $ 217,418
Cost of sales 55,979 49,825 161,526 156,453
------------- ----------- ------------- --------------
Gross profit 25,092 20,209 69,632 60,965
Selling, general and
administrative expenses 20,056 16,500 56,310 50,674
Other (income), net (672) (698) (1,718) (1,568)
Interest expense 589 784 1,855 2,594
------------- ---------- -------------- -------------
Income before income taxes 5,119 3,623 13,185 9,265
Provision for income taxes 1,762 1,403 4,747 3,706
------------- ----------- ------------- -------------
Net income $ 3,357 $ 2,220 $ 8,438 $ 5,559
============= =========== ============= =============
Net income per share $ .37 $ .25 $ .94 $ .63
============= =========== ============= =============
</TABLE>
See accompanying notes.
5
<PAGE> 6
FURON COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
Nine months ended
---------------------------------
October 29, October 30,
In thousands 1994 1993
- - - --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 8,438 $ 5,559
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation 6,745 6,352
Amortization 2,905 2,670
Provision for losses on accounts receivable 252 324
Increase (decrease) in deferred income taxes (561) 975
(Gain) loss on sale of assets (24) 113
Working capital changes:
Accounts receivable (8,630) (2,711)
Inventories (3,578) (164)
Accounts payable and accrued liabilities 5,105 2,060
Income taxes payable (1,732) 1,294
Other current assets and liabilities, net (1,165) (1,904)
Changes in other long-term operating assets and
liabilities (1,043) (2,820)
------------- ------------
Net cash provided by operating activities 6,712 11,748
INVESTING ACTIVITIES
Purchases of property, plant and equipment (8,476) (5,406)
Proceeds from sale of equipment 160 603
Proceeds from sale of operations - 6,022
Proceeds from notes receivable 961 1,789
Increase in notes receivable (244) (630)
------------- ------------
Net cash (used) provided by investing activities (7,599) 2,378
FINANCING ACTIVITIES
Proceeds from long-term debt 7 27
Principal payments on long-term debt (4,514) (7,105)
Proceeds from issuance of common stock 130 347
Increase in loan to ESOP (486) -
Principal payments received from loan to ESOP 384 384
Dividends paid on common stock (1,564) (1,551)
------------- ------------
Net cash used by financing activities (6,043) (7,898)
Effect of exchange rate changes on cash 1,158 (1,581)
------------- ------------
Increase (decrease) in cash and cash equivalents (5,772) 4,647
------------- ------------
Cash and cash equivalents at beginning of period 18,483 9,447
------------- ------------
Cash and cash equivalents at end of period $ 12,711 $ 14,094
============= ============
</TABLE>
See accompanying notes.
6
<PAGE> 7
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 29, 1994
(Unaudited)
1. GENERAL
The accompanying unaudited consolidated financial statements have been
condensed in certain respects and should therefore, be read in
conjunction with the consolidated financial statements and related
notes contained in the Company's Annual Report to Shareholders on Form
10-K for the fiscal year ended January 29, 1994. Certain
reclassifications have been made to prior year amounts in order to be
consistent with the current year presentation.
In the opinion of the Company, the accompanying unaudited, condensed
consolidated financial statements contain all adjustments necessary
(consisting only of normal recurring adjustments) to present fairly,
the financial position of the Company as of October 29, 1994, results
of operations for the three and nine months ended October 29, 1994 and
October 30, 1993 and cash flows for the nine months ended October 29,
1994 and October 30, 1993. The results of its operations for the nine
months ended October 29, 1994 are not necessarily indicative of the
results to be expected for the full year.
Income taxes paid for the nine months ended October 29, 1994 and
October 30, 1993 were $6,700,000 and $1,900,000, respectively.
2. INVENTORIES
Substantially all inventories are valued at the lower of cost
(first-in, first out) or market, and are summarized as follows:
<TABLE>
<CAPTION>
October 29, January 29,
In thousands 1994 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Raw materials and purchased parts $ 12,562 $ 11,333
Work-in-process 8,672 6,865
Finished goods 8,623 8,081
------------ ------------
$ 29,857 $ 26,279
============ ============
</TABLE>
3. INTANGIBLE ASSETS
Intangible assets acquired in business combinations are summarized as
follows:
<TABLE>
<CAPTION>
October 29, January 29,
In thousands 1994 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Goodwill $ 321 $ 351
Other intangible assets 18,499 21,008
------------ ------------
$ 18,820 $ 21,359
============ ============
</TABLE>
7
<PAGE> 8
FURON COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
October 29, 1994
(Unaudited)
4. LONG-TERM DEBT
Long-term debt is summarized as follows:
<TABLE>
<CAPTION>
October 29, January 29,
In thousands 1994 1994
------------------------------------------------------------------------------------------------------
<S> <C> <C>
Loans under bank credit agreements due
through fiscal 1998 $ 22,250 $ 26,750
Other 7 13
------------ ------------
Total long-term debt 22,257 26,763
Less current portion (7,504) (6,013)
------------ ------------
Due after one year $ 14,753 $ 20,750
============ ============
</TABLE>
At October 29, 1994, the weighted average interest rate on the loans
under bank credit agreements was 9.3%.
On August 29, 1988, the Company entered into an 8-year Interest Rate
Swap agreement. The notional amount of the swap totaled $16 million
at October 29, 1994. The swap agreement effectively changes the
Company's interest rate exposure on the majority of its borrowings to
a fixed interest rate of 9.938% plus a .75% spread on the notional
portion of the facility.
Interest paid for the nine months ended October 29, 1994 and October
30, 1993, was $1,887,000 and $2,695,000, respectively.
5. STOCKHOLDERS' EQUITY
During June 1994, the Company contributed $562,000 to the Employee
Stock Ownership Plan (ESOP) for the plan year ended April 30, 1994.
Of this amount $384,000 served to reduce loans previously made to the
plan. In addition, the Company advanced an additional $486,000 to the
ESOP which has been presented as unearned ESOP shares in the
accompanying condensed consolidated balance sheets. The ESOP used the
funds to acquire 30,000 shares of the Company's common stock at fair
market value from a Director of the Company.
Excluded from the Statement of Cash Flows for the nine months ended
October 29, 1994 and October 30, 1993, are noncash transactions that
related to the issuance of restricted shares. These transactions
resulted in increases to common stock and unearned compensation of
$711,000 and $324,000, respectively, which is being amortized to
expense over the shares' five year vesting periods.
8
<PAGE> 9
6. CONTINGENCIES
At October 29, 1994, the Company had approximately $1,063,000 of
foreign currency hedge contracts outstanding consisting of forward
contracts. The contracts reflect the selective hedging of the Belgium
Franc with varying maturities up to six months. Net unrealized losses
from hedging activities totaled $59,000 at October 29, 1994.
At October 29, 1994, the Company is obligated under irrevocable
letters of credit totaling $3,259,000.
The Company is currently involved in litigation arising in the normal
course of business. Management of the Company is of the opinion that
such litigation will not have a material effect on the Company's
consolidated financial position or results of operations.
9
<PAGE> 10
FURON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales for the three and nine months ended October 29, 1994 increased 15.8% and
6.3% respectively, from the same periods in the prior year. When removing the
effect of the businesses sold or to be divested, sales from continuing
operations for the three and nine months ended October 29, 1994 increased 17.3%
and 11.8%, respectively, as compared to the prior year. Sales were particularly
strong in the chemical processing, semiconductor and industrial equipment
markets, however, the Company continued to experience increased demand from
most markets served. This sustained improvement also includes encouraging
results stemming from Europe's continuing economic recovery, which were further
enhanced by favorable foreign currency rates.
The gross profit percentage for the three month period has improved from 28.9%
to 31.0% and has improved from 28.0% to 30.1% for the nine months ended October
29, 1994 as compared to the same periods last year. When removing the effect
of the businesses sold or identified for divestiture, gross profit margins from
continuing operations increased from 29.5% to 31.5% and from 29.1% to 30.7% for
the three and nine months ended October 30, 1993 and October 29, 1994,
respectively. The higher volume of sales and the associated absorption of
fixed overhead accounted for most of the improvement in gross profit
percentage.
Operating expenses increased $3.6 and $5.6 million, respectively, for three and
nine months ended October 29, 1994 as compared to the same periods of the prior
year. Selling expense increased, reflecting the Company's efforts to improve
its customer and market focus, additional marketing personnel and increased
selling expenses on the higher volume of sales. Major factors in the increase
in general and administrative expenses are higher professional fees incurred in
connection with various consulting projects, and charges associated with the
implementation of the new operating strategy. Product development expenses
also increased reflecting increased Research and Development activity.
Interest expense for the three and nine months ended October 29, 1994 decreased
by 25% and 28%, respectively, as compared with the same periods of the prior
year. Amounts owing under the Company's bank credit facility decreased by
approximately $5.8 million from October 30, 1993.
Income before taxes of $5.1 million for the quarter ended October 29, 1994
represented a 41% improvement over the third quarter of the prior year.
Year-to-date income before taxes increased from $9.3 million to $13.2 million
or 42%. This was primarily the result of higher sales volume, further improved
by lower cost of sales and interest expense, as noted above. Income before
taxes also includes lower than expected group insurance expenses arising from a
sustained trend of lower claims experience. The impact is reflected in both
cost of goods sold and selling, general and administrative expenses.
10
<PAGE> 11
FURON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
During January 1992, the Company identified certain businesses not meeting the
long-term strategy of the Company. Consistent with that plan, the following
table presents the Company's results of continuing operations and operations
sold or to be divested during the third quarter of the current and prior year:
<TABLE>
<CAPTION>
Three months ended
-------------------------------------------------------------------------------------
October 29, 1994 October 30, 1993
--------------------------------------- ------------------------------------------
Continuing Divestiture Continuing Divestiture
(in $000's) Operations Operations Total Operations Operations Total
- - - ----------- --------------------------------------- ------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net sales $78,741 $2,330 $81,071 $67,147 $2,887 $70,034
Cost of sales 53,970 2,009 55,979 47,346 2,479 49,825
------- ------ ------- ------- ------ -------
Gross profit 24,771 321 25,092 19,801 408 20,209
Selling, general
and administrative
expenses 19,842 214 20,056 16,139 361 16,500
Other expense
(income), net (779) 107 (672) (744) 46 (698)
Interest expense 589 0 589 783 1 784
------- ------ ------- ------- ------ -------
Income before income
taxes $ 5,119 $ - $ 5,119 $ 3,623 $ - $ 3,623
======= ====== ======= ======= ====== =======
</TABLE>
Within divestiture operations, the financial results for the businesses to be
divested, or those already divested, has been eliminated. This elimination is
included in the other (income) expense line and amounts to $93,000 of pretax
profit for the three months ended October 29, 1994 and $56,000 of pretax profit
for the three months ended October 30, 1993.
During the third quarter, the Company's effective tax rate for the current year
was revised from 37% to 36%. The effect of the decrease in the tax provision
was recorded in the current quarter, resulting in a 34.4% effective rate for
the third quarter. The decrease resulted from the utilization of foreign tax
credits and research and development credits during the period.
The effective tax rate for the nine months ended October 30, 1993 was 40% as
compared to 36% in the current nine months. This decrease was primarily due to
the increase in tax benefits realized from the amortization of certain
intangible assets acquired in fiscal 1990, as a result of the resolution of an
Internal Revenue Service audit.
11
<PAGE> 12
FURON COMPANY
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS (CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended October 29, 1994, net cash flow provided by
operations was $6.7 million, a $5.0 million decrease from the same period of
the prior year. The decrease is attributable to the unfavorable changes
associated with accounts receivable and inventory levels of $5.9 and $3.4
million, respectively, as compared to changes in the same period of the prior
year. These increases in working capital are due to higher sales volume.
Additionally, there was an unfavorable change associated with income taxes
payable of $3.0 million due to tax payments made in the current year pursuant
to a settlement of prior Internal Revenue Service audits. This was partially
offset by improved operating results and favorable changes to accounts payable,
accrued liabilities and smaller favorable changes in other areas of the balance
sheet.
Net cash flow provided by operations for the three months ended October 29,
1994 totaled $1.5 million, a $2.3 million decrease from the same period of the
prior year. This decrease was primarily attributable to the impact of higher
sales volume on working capital; accounts receivable in particular.
A portion of the net cash flow provided by operations for the nine months ended
October 29, 1994 was used to fund capital expenditures of $8.5 million, an
increase of $3.1 million over the first nine months of 1993. In addition, the
Company made principal payments on long-term debt of $4.5 million. At October
29, 1994 the Company's ratio of long-term debt to equity equaled .25:1, an
improvement from .33:1 at January 29, 1994.
At October 29, 1994, the Company's working capital was $54.7 million, an
increase of $3.0 million from the prior year end. At October 29, 1994, the
Company's ratio of current assets to current liabilities was 2.1:1, unchanged
from January 29, 1994.
The Company continually reviews possible acquisitions and should the Company
make a substantial acquisition, it could require the utilization of the
remaining $30 million available from its existing credit facility or financing
from other sources. Cash and cash equivalents at October 29, 1994 was $12.7
million.
One of the Company's subsidiaries was notified by the Environmental Protection
Agency that it has been named as a potentially responsible party in connection
with the clean up of hazardous wastes at two sites: The Solvents Recovery
Service of New England site in Southington Connecticut (notified June 1992);
and the Gallups Quarry site in Plainfield, Connecticut (notified April 1993).
Since these matters are in their preliminary stages, no assurance can be given
at this time concerning the ultimate outcome. However, based on preliminary
investigations to determine the nature of the subsidiary's potential liability
and the estimated amount of remedial costs necessary to clean up the sites, the
Company presently does not expect these matters to have a material adverse
effect on its consolidated financial position or operations.
12
<PAGE> 13
FURON COMPANY
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Not applicable.
ITEM 2. CHANGES IN SECURITIES.
Not applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 5. OTHER INFORMATION.
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
<TABLE>
<CAPTION>
(a) Exhibits: None Page Number
-----------
<S> <C>
The exhibits listed in the accompanying index are
filed as part of this quarterly report.
Exhibit 11 Statement re: Computation of Net
Income Per Share 15
Exhibit 27 Financial Data Schedule 16
</TABLE>
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed for the three
months ended October 29, 1994.
13
<PAGE> 14
FURON COMPANY
PART II (CONTINUED)
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.
FURON COMPANY
______________________________
REGISTRANT
/S/ MONTY A. HOUDESHELL /S/ KOICHI HOSOKAWA
- - - ------------------------------ --------------------------------
Monty A. Houdeshell Koichi Hosokawa
Vice President, Controller
Chief Financial Officer
and Treasurer
November 17, 1994
14
<PAGE> 1
EXHIBIT 11
FURON COMPANY
Computation of Net Income Per Share
<TABLE>
<CAPTION>
Three months ended Nine months ended
-------------------------- ------------------------------
October 29, October 30, October 29, October 30,
1994 1993 1994 1993
- - - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
PRIMARY NET INCOME PER SHARE
Earnings
Net income $3,357,000 $2,220,000 $8,438,000 $5,559,000
========== ========== ========== ==========
Shares
Weighted average number
of common shares
outstanding 8,710,380 8,621,651 8,685,491 8,612,698
Shares issuable from assumed
exercise of stock options 325,631 125,031 282,395 243,088
---------- ---------- ---------- ----------
Average shares as adjusted 9,036,011 8,746,682 8,967,886 8,855,786
========== ========== ========== ==========
Primary net income per share $ .37 $ .25 $ .94 $ .63
========== ========== ========== ==========
FULLY DILUTED NET INCOME PER SHARE
Earnings
Net income $3,357,000 $2,220,000 $8,438,000 $5,559,000
========== ========== ========== ==========
Shares
Weighted average number
of common shares outstanding 8,710,380 8,621,651 8,685,491 8,612,698
Shares issuable from assumed
exercise of stock options 415,548 125,050 418,815 243,129
---------- ---------- ---------- ----------
Average shares as adjusted
for full dilution 9,125,928 8,746,701 9,104,306 8,855,827
---------- ---------- ---------- ----------
Fully diluted net income per share $ .37 $ .25 $ .93 $ .63
========== ========== ========== ==========
</TABLE>
15
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's consolidated statements of Income, consolidated balance sheets and
consolidated statements of cashflows and is qualified in its entirety by
reference to such financial statements contained within the Company's Form 10-Q
for the quarter ended October 29, 1994.
</LEGEND>
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JAN-28-1995
<PERIOD-END> OCT-29-1994
<EXCHANGE-RATE> 1
<CASH> 12,711
<SECURITIES> 0
<RECEIVABLES> 47,209
<ALLOWANCES> 746
<INVENTORY> 29,857
<CURRENT-ASSETS> 104,758
<PP&E> 109,760
<DEPRECIATION> 59,263
<TOTAL-ASSETS> 181,976
<CURRENT-LIABILITIES> 50,103
<BONDS> 0
<COMMON> 36,160
0
0
<OTHER-SE> 53,708
<TOTAL-LIABILITY-AND-EQUITY> 181,976
<SALES> 231,158
<TOTAL-REVENUES> 231,158
<CGS> 161,526
<TOTAL-COSTS> 161,526
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 252
<INTEREST-EXPENSE> 1,855
<INCOME-PRETAX> 13,185
<INCOME-TAX> 4,747
<INCOME-CONTINUING> 8,438
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,438
<EPS-PRIMARY> .94
<EPS-DILUTED> .93
</TABLE>
