<PAGE> 1
- --------------------------------------------------------------------------------
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 SEPTEMBER 28, 1996
------------------
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 1-5641
------
INSTRON CORPORATION
(Exact name of registrant as specified in its Charter)
MASSACHUSETTS 04-2057203
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
100 ROYALL STREET
CANTON, MASSACHUSETTS 02021
(Address of Principal executive offices) (Zip Code)
(617) 828-2500
(Registrant's telephone number, including area code)
-----------------------------------------
(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 periods 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
--- ---
The number of shares outstanding of each of the issuer's classes of common
stock as of November 8, 1996.
COMMON STOCK, $1 PAR VALUE -- 6,413,157 SHARES
- --------------------------------------------------------------------------------
<PAGE> 2
<TABLE>
INSTRON CORPORATION FORM 10-Q
Consolidated Statement of Income PART I
(Unaudited) ITEM 1
(In thousands, except share data)
<CAPTION>
For the three months ended
-------------------------------------------
September 28, 1996 September 30, 1995
-------------------------------------------
<S> <C> <C>
Revenue:
Sales $ 32,430 $ 28,557
Service 6,064 5,372
---------- ----------
Total revenue 38,494 33,929
---------- ----------
Cost of revenue:
Sales 19,043 15,382
Service 3,963 3,949
---------- ----------
Total cost of revenue 23,006 19,331
---------- ----------
Gross Profit 15,488 14,598
---------- ----------
Operating expenses:
Selling and administrative 10,684 10,813
Research and development 2,131 2,135
---------- ----------
Total operating expenses 12,815 12,948
---------- ----------
Income from operations 2,673 1,650
---------- ----------
Other expenses:
Interest 272 359
Foreign exchange (gains) losses 83 19
---------- ----------
Total other expenses 355 378
---------- ----------
Income before income taxes 2,318 1,272
Provision for income taxes 881 484
---------- ----------
Net income $ 1,437 $ 788
========== ==========
Net income per common share (Note 2) $ .22 $ 0.12
========== ==========
Average common and equivalent shares
outstanding (Note 2) 6,496,992 6,432,829
========== ==========
Dividends declared per share of
common stock $ 0.04 $ 0.04
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
2
<PAGE> 3
<TABLE>
INSTRON CORPORATION FORM 10-Q
Consolidated Statement of Income PART I
(Unaudited) ITEM 1
(In thousands, except share data)
<CAPTION>
For the nine months ended
-----------------------------------------
September 28, 1996 September 30, 1995
-----------------------------------------
<S> <C> <C>
Revenue:
Sales $ 91,570 $ 89,836
Service 17,485 16,316
---------- ----------
Total revenue 109,055 106,152
---------- ----------
Cost of revenue:
Sales 51,896 49,731
Service 11,776 11,650
---------- ----------
Total cost of revenue 63,672 61,381
---------- ----------
Gross Profit 45,383 44,771
---------- ----------
Operating expenses:
Selling and administrative 32,781 32,839
Research and development 6,536 6,573
Special items charge (Note 4) 1,812 0
---------- ----------
Total operating expenses 41,129 39,412
---------- ----------
Income from operations 4,254 5,359
---------- ----------
Other expenses:
Interest 746 1,057
Foreign exchange gains 75 (37)
---------- ----------
Total other expenses 821 1,020
---------- ----------
Income before income taxes 3,433 4,339
Provision for income taxes 1,305 1,649
---------- ----------
Net income $ 2,128 $ 2,690
========== ==========
Net income per common share (Note 2) $ .33 $ 0.42
========== ==========
Average common and equivalent shares
outstanding (Note 2) 6,524,899 6,419,179
========== ==========
Dividends declared per share of
common stock $ .12 $ 0.11
========== ==========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
3
<PAGE> 4
<TABLE>
INSTRON CORPORATION FORM 10-Q
Consolidated Balance Sheet PART I
(In thousands, except share data) ITEM 1
<CAPTION>
September 28, December 31,
1996 1995
------------- ------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 2,103 $ 1,644
Accounts receivable (net of
allowance for doubtful accounts of
$982 in 1996 and $1,040 in 1995) 46,547 47,504
Inventories 28,221 24,337
Deferred income taxes 3,620 3,544
Prepaid expenses and other current assets 2,707 2,835
-------- --------
Total current assets 83,198 79,864
Property, plant and equipment, net 21,382 21,809
Deferred income taxes 1,422 1,476
Other assets 8,636 10,185
-------- --------
Total assets $114,638 $113,334
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 8,873 $ 8,650
Accounts payable 6,323 9,746
Accrued liabilities 13,577 12,704
Accrued employee compensation and benefits 5,126 6,135
Accrued income taxes 1,430 2,496
Advance payments received on contracts 2,123 1,874
-------- --------
Total current liabilities 37,452 41,605
Long-term debt 15,353 11,225
Other long-term liabilities 3,994 4,402
-------- --------
Total liabilities 56,799 57,232
-------- --------
Stockholders' equity:
Preferred stock, $1 par value; 1,000,000
shares authorized, none issued 0 0
Common stock, $1 par value; 10,000,000 shares
authorized, 6,488,109 and 6,415,321 shares
issued, respectively 6,488 6,415
Additional paid in capital 3,246 2,538
Retained earnings 53,799 52,439
Cumulative translation adjustment (4,980) (4,576)
-------- --------
58,553 56,816
Less: Treasury stock of 74,952 shares
at cost 714 714
-------- --------
Total stockholders' equity 57,839 56,102
-------- --------
Total liabilities and stockholders' equity $114,638 $113,334
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements
4
<PAGE> 5
<TABLE>
INSTRON CORPORATION FORM 10-Q
Consolidated Statement of Cash Flows PART I
(Unaudited) ITEM 1
<CAPTION>
(In thousands) For the nine months ended
----------------------------------------
September 28, 1996 September 30, 1995
----------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 2,128 $ 2,690
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 5,105 5,048
Provision for losses on accounts receivable 81 80
Increase (decrease) in deferred taxes (97) 13
Changes in assets and liabilities, excluding
the effects from purchase of business:
Decrease in accounts receivable 588 1,048
Increase in inventories (3,778) (4,777)
(Increase) decrease in prepaid expenses
and other current assets 134 (318)
Increase (decrease) in accounts
payable and accrued expenses (4,283) (4,749)
Increase (decrease) in other long-term
liabilities (202) 679
Other 345 959
------- -------
Net cash provided by operating activities 21 673
------- -------
Cash flows from investing activities:
Capital expenditures (3,039) (4,153)
Capitalized software costs (793) (725)
Purchase of business, net of cash acquired 0 (2,660)
Other 165 135
------- -------
Net cash used by investing activities (3,667) (7,403)
------- -------
Cash flows from financing activities:
Net borrowings under revolving credit and
term loan facility 4,123 4,181
Net short-term borrowings 188 4,002
Cash dividends paid (768) (696)
Proceeds from exercise of stock options 561 196
------- -------
Net cash provided by financing activities 4,104 7,683
------- -------
Effect of exchange rate changes on cash 1 (76)
------- -------
Net increase in cash and cash equivalents 459 877
------- -------
Cash and cash equivalents at beginning of year 1,644 1,877
------- -------
Cash and cash equivalents at end of period $ 2,103 $ 2,754
======= =======
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest $ 1,233 $ 1,346
Income taxes 1,328 1,509
Supplemental disclosures of non-cash investing
and financing activities:
Liabilities incurred or assumed
in business acquisition $ 0 $ 345
</TABLE>
See accompanying Notes to Consolidated Financial Statements
5
<PAGE> 6
INSTRON CORPORATION FORM 10-Q
Notes to Consolidated Financial Statements PART I
September 28, 1996 (unaudited) ITEM 1
1. Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for
interim financial information and pursuant to the rules and regulations of
the Securities and Exchange Commission. Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. For further
information, refer to the consolidated financial statements and footnotes
included in the Company's annual report on Form 10-K for the year ended
December 31, 1995.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that effect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reported periods. Actual
results could differ from those estimates.
In the opinion of management, all adjustments (which include only normal
recurring adjustments) considered necessary for a fair presentation have
been included. Operating results for the nine month period ended September
28, 1996 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1996.
2. Net Income per Share
--------------------
Net income per share is based on the weighted average number of common
shares and common share equivalents outstanding.
<TABLE>
3. Inventories
-----------
<CAPTION>
(In thousands) September 28, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Raw Materials $13,353 $11,269
Work-in-process 6,621 5,257
Finished goods 8,247 7,811
------- -------
$28,221 $24,337
======= =======
</TABLE>
Inventories are valued at the lower of cost or market (net realizable
value). The last-in, first-out (LIFO) method of determining cost is
principally used for inventories in the United States and the Asian
branches. The Company uses the first-in, first-out (FIFO) method for all
6
<PAGE> 7
INSTRON CORPORATION FORM 10-Q
Notes to Consolidated Financial Statements PART I
September 28, 1996 (unaudited) ITEM 1
3. Inventories (continued)
-----------------------
other inventories. Inventories valued at LIFO amounted to $12,277,000 and
$9,721,000 at September 28, 1996 and December 31, 1995, respectively. The
excess of current cost over stated LIFO value was $4,803,000 at September
28, 1996 and $4,535,000 at December 31, 1995.
4. Special Items Charge
--------------------
During the first quarter of 1996, the Company recorded a special items
charge to operations of $1,812,000 representing the costs to implement a
work force reduction and consolidation of certain manufacturing operations.
These actions were taken to improve the overall cost structure and
efficiency of the Company's operations, particularly those relating to
previous acquisitions.
7
<PAGE> 8
INSTRON CORPORATION FORM 10-Q
September 28, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
- ---------------------
Quarter ended September 28, 1996 vs. Quarter ended September 30, 1995
- ---------------------------------------------------------------------
Revenues for the third quarter of 1996 increased by 13.5% over the same
period last year as revenues were particularly strong in North America and
worldwide service revenues increased by 12.9%. Included in the third quarter
revenues for North America were certain shipments that were delayed in the
second quarter of 1996. Foreign revenues accounted for approximately 57% of
consolidated revenues compared to 63% in 1995.
Gross margin as a percentage of revenue decreased to 40.2% for the third
quarter of 1996 compared to 43.0% for the third quarter of 1995. The decrease in
margin was due to a mix of lower margin products, particularly in the
servohydraulic product-line, and competitive pricing pressures, partially offset
by improvements in service profitability.
Selling and administrative expenses decreased by 1.2% compared to the
previous year's third quarter. As a percentage of revenue, selling and
administrative expenses were 27.8% compared to 31.9% in 1995. Research and
development expenses were essentially unchanged (decreased by 2.4%, if adjusted
for amounts capitalized as software development) for the third quarter of 1996
compared with the prior year's third quarter. As a percentage of revenue,
research and development expenditures (including amounts capitalized) were 6.0%
and 6.9% in the third quarter of 1996 and 1995, respectively. The Company
capitalized $169,000 of software development costs during the third quarter of
1996 compared with $222,000 in the third quarter of 1995.
Net interest expense decreased by $87,000 or 24.2% compared to the third
quarter of 1995 due primarily to lower average borrowings. Foreign exchange
losses increased by $64,000 over the third quarter of 1995 due principally to
the weakening of certain European currencies against the British pound.
The consolidated effective tax rate was 38% for the third quarter of 1996
and 1995.
8
<PAGE> 9
INSTRON CORPORATION FORM 10-Q
September 28, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
Net income of $1,437,000 for the third quarter of 1996 increased by 82.4%
compared to the third quarter of 1995. Earnings per share for the three months
ended September 28, 1996 was 22 cents compared to 12 cents per share for the
comparable prior year period. The increase in earnings is principally due to the
higher sales volume and control over operating expenses.
Nine Months ended September 28, 1996 vs. Nine Months ended September 30, 1995
- -----------------------------------------------------------------------------
Revenue for the nine months ended September 28, 1996 increased by 2.7% over
the comparable 1995 period due to increased revenues in the Company's European
and Asia/Latin America operations and higher service revenue. Foreign revenues
accounted for approximately 61% of the consolidated revenues in 1996 and 63% in
1995.
Gross margin as a percentage of net revenue decreased to 41.6% compared to
42.2% for the same period last year. The lower gross margin is due to a mix of
lower margin products partially offset by improved service profitability.
Selling and administrative expenses for the first nine months of 1996 were
essentially unchanged compared to the same period in 1995. As a percentage of
revenue, selling and administrative expenses were 30.1% for the nine months
ended September 28, 1996 compared to 30.9% for the comparable period last year.
Research and development expenses decreased slightly (increased slightly, if
adjusted for amounts capitalized as software development) for the first nine
months of 1996 compared with the same period in 1995. As a percentage of
revenue, research and development expenditures (including amounts capitalized)
were 6.7 % in 1996 and 6.9% in 1995. During the first nine months of 1996, the
Company capitalized $793,000 of software development costs compared with
$725,000 for the same period in 1995.
Net interest expense decreased by $311,000 or 29.4% compared to the first
nine months of 1995, due primarily to lower average borrowings. Foreign exchange
losses of $75,000 for the first nine months of 1996 were primarily due to the
weakening of certain European currencies against the British pound. This
compares to foreign exchange gains of $37,000 for the same period in 1995.
9
<PAGE> 10
INSTRON CORPORATION FORM 10-Q
September 28, 1996 PART I
ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The consolidated effective tax rate was 38% for the first nine months of
1996 and 1995.
Net income was $2,128,000 for the first nine months of 1996 compared to
$2,690,000 for the same period in 1995. Earnings per share for the nine months
ended September 28, 1996 was 33 cents compared to 42 cents per share for the
comparable period in 1995. The decrease in earnings was due to a special items
charge of $1,812,000 ($1,123,000 net of taxes) recorded in the first quarter of
1996 (see Note 4) partially offset by higher revenues and lower operating
expenses. Excluding the effects of the special items charge, net income for the
first nine months of 1996 would have been $3,252,000 or 50 cents per share.
Financial Condition
- -------------------
In the first nine months of 1996, the Company generated net cash flows from
operations of $21,000. The low amount of net cash flows from operations was due
to the timing of certain accounts payable and accrued expense payments, the
increase in inventories to support expected fourth quarter shipments and a $1.3
million payment to fund the Company's U.S. pension plan liability. Other uses of
cash included the funding of capital expenditures of $3.0 million and software
development costs of $0.8 million.
At September 28, 1996, the Company had $9.6 million of available credit
under its $25.0 million multicurrency revolving credit and term loan facility.
The Company anticipates the potential joint venture with Carl Schenck A.G., as
previously disclosed, will be completed in the near future and in connection
with such transaction the Company expects to utilize most of the remaining funds
available under the existing Multicurrency Revolving Credit and Term Loan
Facility. To provide for sufficient operating funds to meet current and future
business requirements, the Company anticipates it will amend its Multicurrency
Revolving Credit and Term Loan Facility. The amendment will increase borrowing
availability by $10 million to $35 million. The Company's subsidiaries have
other overdraft and borrowing facilities which allow for advances of
approximately $27.0 million, of which $8.9 million were outstanding at September
28, 1996. The ratio of total debt to debt plus equity at September 28, 1996, was
29.5%, compared to 26.2% at year-end 1995.
The Company believes its available capital resources, anticipated operating
cash flows and borrowing facilities, as discussed above, are sufficient to
obtain funds necessary to meet its current and future business requirements.
10
<PAGE> 11
INSTRON CORPORATION FORM 10-Q
September 28, 1996 PART I
` ITEM 2
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The Company's order backlog was $35.3 million at the end of the third
quarter of 1996, a decrease of 2.2% from the end of the prior year's third
quarter and from year end 1995.
Bookings for the third quarter of 1996 decreased by 3.4% from the third
quarter of 1995. Bookings for the first nine months of 1996 decreased by 1.2%
from the same period last year.
Based on the current bookings activity, particularly in North America and
Asia/Latin America, and the level of backlog entering the fourth quarter, the
Company anticipates that earnings before special items charges for 1996 will
exceed the fiscal year 1995 results.
This Form 10-Q contains forecasts of future revenues and earnings which
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Investors are cautioned that the Company's quarterly operating results have
varied in the past and are likely to vary in the future as a result of a number
of factors, many of which are outside the control of the Company. Accordingly no
assurances can be given that actual results will not differ materially from
those projected in the forward-looking statements contained in this Form 10-Q.
Certain factors that might cause such a difference include the following: the
potential fluctuations in quarterly results due to unpredictable customer
demands and the difficulty of projecting such fluctuations; the seasonality of
the Company's business, including the decline of business in Europe during the
summer months; increased competition in the Company's businesses and the impact
of competitive products and pricing, including a willingness of competitors to
cut prices in order to preserve or gain market share; the risks inherent in new
product development and introductions, including uncertainty of customer
acceptance and price-performance relative to competitors; dependency on
suppliers, including supplier interruption of or price increases for materials,
parts or components; the uncertainties of operating in a global economy,
including fluctuations in the economic conditions of the foreign and domestic
markets served by the Company which can affect the demand for its products and
services; fluctuations in exchange rates, interest rates and inflation, all of
which can affect the amounts of revenues and earnings reported by the Company;
the Company's ability to successfully integrate the products and operations of
businesses acquired by the Company, including Wilson Instruments, Wolpert and
Shore Instruments; and the uncertain effect on operating results of the
potential joint venture between the Company and Carl Schenck A.G.
11
<PAGE> 12
INSTRON CORPORATION FORM 10-Q
September 28, 1996 PART I
ITEM 2
Part II - Other Information
Item 1. Legal Proceedings
- ------- -----------------
Neither the Registrant nor any of its subsidiaries is a party to, nor
is any of their property the subject of, any material pending legal
proceedings.
Item 2. Changes in the Rights of the Company's Security Holders
- ------- -------------------------------------------------------
None.
Item 3. Defaults Upon Senior Securities
- ------- -------------------------------
Not applicable.
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. Exhibits
--------
Exhibit 11 - Computation of Primary and Fully Diluted
Earnings per Share.
Exhibit 27 - Financial Data Schedule
b. Reports on Form 8-K
-------------------
None.
12
<PAGE> 13
FORM 10-Q
SIGNATURES
----------
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INSTRON CORPORATION
Date: November 8, 1996 By /s/ James M. McConnell
-------------------------
James M. McConnell
President and
Chief Executive Officer
Date: November 8, 1996 By /s/ Linton A. Moulding
-------------------------
Linton A. Moulding
Chief Financial Officer
13
<PAGE> 1
EXHIBIT 11
<TABLE>
INSTRON CORPORATION
COMPUTATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
-----------------------------------------------------------
(Unaudited)
<CAPTION>
Three Months Ended Nine months ended
------------------------------ -----------------------------
September 28, September 30, September 28, September 30,
1996 1995 1996 1995
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net income $1,437,000 $ 788,000 $2,128,000 $2,690,000
========== ========== ========== ==========
Primary earnings per share:
Weighted average number of common shares outstanding 6,413,157 6,332,525 6,388,796 6,319,872
Add: Shares arising from the assumed exercise
of stock options (as determined under the
Treasury Stock Method) 83,835 100,304 136,103 99,307
---------- ---------- ---------- ----------
Weighted average of common and equivalent shares 6,496,992 6,432,829 6,524,899 6,419,179
========== ========== ========== ==========
Primary earnings per share $ .22 $ .12 $ .33 $ .42
========== ========== ========== ==========
Fully diluted earnings per share (1):
Weighted average of common and equivalent shares
outstanding (as determined for the Primary
earnings per share calculation above) 6,496,992 6,432,829 6,524,899 6,419,179
Add: Additional shares arising from the assumed
exercise of stock options (as determined
under the Treasury Stock Method) 0 47,927 9,327 48,924
---------- ---------- ---------- ----------
Weighted average of common and equivalent shares 6,496,992 6,480,756 6,534,226 6,468,103
========== ========== ========== ==========
Fully diluted earnings per share $ .22 $ .12 $ .33 $ .42
========== ========== ========== ==========
</TABLE>
Note(1): This calculation is submitted in accordance with the Securities Act of
1993 Release No. 5,133 although it is not required by footnote 2 to
paragraph 14 of APB Opinion No. 15 because it results in dilution of
less than 3%.
14
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED STATEMENT OF INCOME, CONSOLIDATED BALANCE SHEET AND
CONSOLIDATED STATEMENT OF CASH FLOWS AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q FOR THE PERIOD ENDED SEPTEMBER 28, 1996.
</LEGEND>
<MULTIPLIER> 1000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-28-1996
<EXCHANGE-RATE> 1
<CASH> 2,103
<SECURITIES> 0
<RECEIVABLES> 46,547
<ALLOWANCES> 982
<INVENTORY> 28,221
<CURRENT-ASSETS> 83,198
<PP&E> 58,646
<DEPRECIATION> 37,264
<TOTAL-ASSETS> 114,638
<CURRENT-LIABILITIES> 37,452
<BONDS> 0
<COMMON> 6,488
0
0
<OTHER-SE> 51,351
<TOTAL-LIABILITY-AND-EQUITY> 114,638
<SALES> 91,570
<TOTAL-REVENUES> 109,055
<CGS> 51,896
<TOTAL-COSTS> 63,672
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 81
<INTEREST-EXPENSE> 746
<INCOME-PRETAX> 3,433
<INCOME-TAX> 1,305
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,128
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
