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 0-14787 -
WATTS INDUSTRIES, INC. -
(Exact name of registrant as specified in its charter)
DELAWARE 04-2916536 -
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
815 Chestnut Street, North Andover, MA 01845 -
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (508) 688-1811
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 at October 31, 1995
- ------------------------------ -----------------------------
Class A Common, $.10 par value 18,270,338
Class B Common, $.10 par value 11,365,627
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
INDEX
Part I. Financial Information Page #
Item 1. Condensed Consolidated Balance Sheets 3
at September 30, 1995 and
June 30, 1995.
Condensed Consolidated Statements of 4
Earnings for the Three Months Ended
September 30, 1995 and
September 30, 1994.
Condensed Consolidated Statements of 5
Cash Flows for the Three Months Ended
September 30, 1995 and
September 30, 1994.
Notes to Condensed Consolidated 6,7,
Financial Statements. 8,9
Item 2. Management's Discussion and Analysis 10,11,
of Financial Condition and Results of 12,
Operations.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K. 13
Signatures 14
Exhibit Index 15
Exhibit 11 - Computation of Per Share 16
Earnings.
Exhibit 27 - Financial Data Schedule 17
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share information)
(Unaudited)
Sept. 30, June 30,
1995 1995
_________ _________
CURRENT ASSETS
Cash and cash equivalents.........................$ 0 $ 4,257
Short-term investments............................ 0 4,483
Trade accounts receivable, less allowance
for doubtful accounts of $5,952 and $5,828...... 130,390 118,769
Inventories:
Finished goods.............................. 83,327 82,638
Work in process............................. 44,371 42,034
Raw materials............................... 78,672 76,155
_________ _________
206,370 200,827
Prepaid expenses and other current assets......... 16,950 13,588
Deferred tax benefit.............................. 14,132 13,206
_________ _________
Total Current Assets......................... 367,842 355,130
OTHER ASSETS
Intangible assets, net............................ 8,605 8,210
Goodwill.......................................... 159,332 149,078
Other............................................. 10,927 9,141
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost............. 284,770 279,970
Less allowance for depreciation.................. (116,655) (111,558)
_________ _________
Property, plant and equipment, net................ 168,115 168,412
_________ _________
TOTAL ASSETS $ 714,821 $ 689,971
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable..................................$ 44,019 $ 40,726
Accrued expenses.................................. 51,870 46,193
Accrued compensation and related items............ 8,318 10,796
Income taxes...................................... 11,815 3,625
Current portion of long-term debt................. 11,183 11,767
_________ _________
Total Current Liabilities.................... 127,205 113,107
LONG-TERM DEBT, less current portion................. 133,894 132,821
DEFERRED INCOME TAXES................................ 16,842 17,569
OTHER LIABILITIES.................................... 13,437 14,098
MINORITY INTEREST.................................... 6,662 6,422
STOCKHOLDERS' EQUITY
Class A Common Stock, $.10 par value;
80,000,000 shares authorized, 18,270,338
shares issued and outstanding at September 30..... 1,827 1,822
Class B Common Stock, $.10 par value;
25,000,000 shares authorized, 11,365,627
shares issued and outstanding at September 30..... 1,137 1,140
Additional paid-in capital........................ 95,629 95,496
Retained earnings................................. 317,775 307,493
Equity adjustment from translation................ 413 3
_________ _________
Total Stockholders' Equity................... 416,781 405,954
_________ _________
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY....... $ 714,821 $ 689,971
========= =========
See accompanying notes to condensed consolidated financial statements.
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands, except per share data)
(Unaudited)
Three Months Ended
________ _____________
Sept. 30, Sept. 30,
1995 1994
_________ _________
Net sales ........................................$ 175,304 $ 152,677
Cost of goods sold ............................... 113,448 96,994
_________ _________
GROSS PROFIT ................................ 61,856 55,683
Selling, general & administrative expenses ....... 39,042 34,849
_________ _________
OPERATING INCOME ............................ 22,814 20,834
Other (income) expense:
Interest income ............................. (321) (750)
Interest expense ............................ 2,846 2,410
Other - net ................................. 617 264
_________ _________
3,142 1,924
_________ _________
EARNINGS BEFORE INCOME TAXES ................ 19,672 18,910
Provision for income taxes ....................... 7,538 7,520
_________ _________
NET EARNINGS ................................$ 12,134 $ 11,390
========= =========
Primary and fully-diluted earnings per share : $ .41 $ .38
========= =========
Cash dividends per share.......................... $ .0625 $ .0550
========= =========
See accompanying notes to condensed consolidated financial statements.
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Three Months Ended
________ _____________
Sept 30, Sept 30,
1995 1994
_________ _________
OPERATING ACTIVITIES
Net earnings $ 12,134 $ 11,390
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amoritzation 6,973 5,966
Provision for deferred income taxes (1,171) 317
(Gain)Loss on disposal of fixed assets 54 (26)
Changes in operating assets and liabilities, net
of effects from business acquisitions:
Accounts receivable (9,553) (15,375)
Inventories (2,198) 4,557
Prepaid expenses and other assets (4,988) (906)
Accounts payable and accrued expenses 9,009 6,297
_________ _________
NET CASH PROVIDED BY OPERATING ACTIVITIES 10,260 12,220
INVESTING ACTIVITIES
Additions to property, plant and equipment (5,114) (5,051)
Proceeds from disposal of equipment 301 50
Increase in intangible assets (679) (482)
Business acquisitions, net of cash acquired (12,352) (41,526)
Repayment of debt of acquired businesses (305)
Net changes in short-term investments 4,483 38,804
_________ _________
NET CASH USED IN INVESTING ACTIVITIES (13,361) (8,510)
FINANCING ACTIVITIES
Proceeds from exercise of stock options 44 170
Proceeds of long-term borrowings 17,500 114
Payments of long-term debt (17,090) (256)
Cash dividends (1,852) (1,622)
_________ _________
NET CASH USED IN FINANCING ACTIVITIES (1,398) (1,594)
Effect of exchange rates on cash and cash equivalents 242 119
_________ _________
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,257) 2,235
Cash and cash equivalents at beginning of period 4,257 6,231
_________ _________
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 0 $ 8,466
========= =========
See accompanying notes to condensed consolidated financial statements.
WATTS INDUSTRIES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements
contain all necessary adjustments, consisting only of
adjustments of a normal recurring nature, to present
fairly Watts Industries, Inc.'s Condensed Consolidated
Balance Sheet as of September 30, 1995, the Condensed
Consolidated Statements of Earnings for the three months
ended September 30, 1995 and September 30, 1994, and the
Condensed Consolidated Statements of Cash Flows for the
three months ended September 30, 1995 and September 30,
1994.
The balance sheet at June 30, 1995 has been derived
from the audited financial statements at that date. The
accounting policies followed by the Company are described
in the June 30, 1995 financial statements which are
contained in the Company's 1995 Annual Report. It is
suggested that these financial statements be read in
conjunction with the financial statements and notes
included in the 1995 Annual Report to stockholders.
2. On July 28, 1994, a wholly owned subsidiary of the
Company purchased Jameco Industries, Inc. ("Jameco") of
Wyandanch, New York. Jameco is a manufacturer of metal
and plastic water supply products, including valves,
tubular products and sink strainers that are sold
primarily to residential construction and home repair and
remodeling markets in the United States and overseas.
Jameco had net sales of approximately $65,000,000 for the
twelve months ended June 30, 1995.
In August of 1994, a wholly owned subsidiary of the
Company entered into a joint venture with Tanggu Valve
Company in Tianjin, Peoples Republic of China. The
Company's investment represents a 60% interest in the
joint venture.
On November 18, 1994, a wholly owned subsidiary of
the Company purchased Pibiviesse S.p.A. ("PBVS") located
in Nerviano, Italy. PBVS manufactures a complete range
of trunnion mounted ball valves with manufacturing
capabilities up through 60 inch diameter and inclusive of
Class 2500 pressure ratings to meet the demanding
requirements of international pipeline projects. PBVS
has annual net sales of approximately $25,000,000.
In August and December of 1994, a wholly owned subsidiary
of the Company acquired two product lines. One product
line is a line of cryogenic valves used in industrial
applications. The other product line is check and relief
valves used in aerospace and military applications.
On March 1, 1995, a wholly owned subsidiary of the
Company purchased Anderson-Barrows Metals Corporation
("Anderson-Barrows") of Palmdale, California. Anderson-
Barrows is a manufacturer of compression and flare
fittings, plastic tubing and braided metal hose
connectors which are sold primarily to the domestic
residential construction and home repair and remodeling
markets. Anderson-Barrows had net sales of approximately
$21,000,000 for the twelve months ended December 31,
1994.
In July of 1995, a wholly owned subsidiary of the
Company entered into a joint venture with Suzhou Valve
Factory (SUFA) in Suzhou, Peoples Republic of China, to
manufacture ball valves for the industrial and oil and
gas markets. The Company has invested $2,000,000, as of
September 30, 1995; the Company's total commitment of
$6,000,000 represents a 60% interest in the joint
venture.
On August 28, 1995, a wholly owned subsidiary of the
Company purchased Societe des Etablissements Rene Trubert
("Trubert") of Chartres, France. Trubert is a
manufacturer of thermostatic mixing valves sold primarily
to commercial and industrial applications to accurately
control the temperature of water for human safety and
process control. Trubert had net sales of approximately
$8,000,000 for the twelve months ended June 30, 1995.
On September 1, 1995, a wholly owned subsidiary of
the Company acquired the Keane product line from Keane
Controls Corp. This product line consists of solenoid
valves and regulators used in high pressure applications.
The annual sales of these products are approximately
$1,500,000.
On September 29, 1995, a wholly owned subsidiary
acquired the Kieley Mueller Control Valve product line
from International Valve Corporation. This product line
consists of linear and rotary control valves sold
primarily for industrial process applications to
accurately control the pressure, flow, and temperature of
steam and process fluids. The annual sales of these
products are approximately $2,800,000.
The aggregate purchase price for these investments
was $98,500,000 after certain adjustments, plus acquired
debt of $33,701,000. The Company has repaid $20,015,680
of debt acquired with three of the companies.
3. Certain of the Company's operations generate solid
and hazardous wastes, which are disposed of elsewhere by
arrangement with the owners or operators of disposal
sites or with transporters of such waste. The Company's
foundry and other operations are subject to various
federal, state and local laws and regulations relating to
environmental quality. Compliance with these laws and
regulations requires the Company to incur expenses and
monitor its operations on an ongoing basis. The Company
cannot predict the effect of future requirements on its
capital expenditures, earnings or competitive position
due to any changes in either federal, state or local
environmental laws, regulations or ordinances.
The Company is currently a party to or otherwise
involved with various administrative or legal proceedings
under federal, state or local environmental laws or
regulations involving a number of sites, in some cases as
a participant in a group of potentially responsible
parties. Four of these sites, the Sharkey and Combe
Landfills in New Jersey, the San Gabriel Valley/El Monte,
California water basin matter, and the Jack's
Creek/Sitkin Smelting Superfund site in Pennsylvania, are
listed on the National Priorities List. With respect to
the Sharkey Landfill, the Company has been allocated .75%
of the remediation costs, an amount which is not material
to the Company. Based on certain developments, the
Company elected not to enter into the de minimis
settlement proposal with respect to the Sharkey Landfill
site and instead decided to participate in the
remediation as a participating party. No allocations
have been made to date with respect to the Combe Landfill
or San Gabriel Valley sites. The EPA has formally
notified several entities that they have been identified
as being potentially responsible parties with respect to
the San Gabriel Valley site. As the Company was not
included in this group, its potential involvement in this
matter is uncertain at this point given that either the
PRPs named to date or the EPA could seek to expand the
list of potentially responsible parties. With respect to
the Jack's Creek site, the Company has recently made a
payment to the EPA as part of a de minimis settlement,
the amount of which is not material to the Company. In
addition to the foregoing, the Solvent Recovery Service
of New England site and the Old Southington landfill
site, both in Connecticut, are on the National Priorities
List but, with respect thereto, the Company has resort to
indemnification from third parties and based on currently
available information, the Company believes it will be
entitled to participate in a de minimis capacity.
With respect to the Combe Landfill, the Company is
one of approximately 30 potentially responsible parties.
The Company and all other PRP's received a Supplemental
Directive from the New Jersey Department of Environmental
Protection & Energy in 1994 seeking to recover
approximately $9 million in the aggregate for the
operation, maintenance, and monitoring of the implemented
remedial action taken up to that time in connection with
the Combe Landfill North site. The Company and the
remaining PRPs have recently received a formal demand
from the U.S. Environmental Protection Agency to recover
approximately $17 million expended to date in the
remediation of this site.
Given the number of parties involved in most
environmental sites, the multiplicity of possible
solutions, the evolving technology and the years of
remedial activity required, it is difficult to estimate
with certainty the total cost of remediation, the timing
and extent of remedial actions which may be required, and
the amount of liability, if any, of the Company alone or
in relation to that of other responsible parties. Based
on facts presently known to it, the Company does not
believe that the outcome of these proceedings will have a
material adverse effect on its financial condition,
results of operations, or its liquidity.
The Company has established balance sheet accruals
which it currently believes are adequate in light of the
potential exposure of pending and threatened
environmental litigation and proceedings of which it has
knowledge. In this regard, with respect to certain of
these matters, the Company has resort either to some
degree of insurance coverage or indemnifications from
third parties which are expected to defray to some extent
the effect thereof. With respect to insurance, coverage
of some of these claims has been disputed by the carriers
based on standard reservations and, therefore, recovery
is questionable, a factor which has been considered in
the Company's evaluation of these matters. Although
difficult to quantify based on the complexity of the
issues and the limitation on available information, the
Company believes that its accruals for the estimated
costs associated with such matters adequately provide for
the Company's estimated foreseeable liability for these
sites, however, given the nature and scope of the
Company's manufacturing operations, there can be no
assurance that the Company will not become subject to
other environmental proceedings and liabilities in the
future which may be material to the Company.
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Results of Operations
Quarter Ended September 30, 1995 Compared to
Quarter Ended September 30, 1994
Net sales increased $22,627,000 (14.8%) to
$175,304,000. This increase was attributable to the
inclusion of the net sales of acquired companies and the
Company's Chinese joint venture located in Tianjin,
Peoples Republic of China. These acquisitions
principally included Anderson-Barrows Metals Corporation
("Anderson-Barrows") acquired in March 1995, located in
California, Pibiviesse S.p.A. ("PBVS") acquired in
November 1994, located in Italy, Jameco Industries, Inc.
("Jameco") acquired in July 1994, located in New York,
and Societe des Etablissements Rene Trubert ("Trubert")
acquired in August of 1995, located in Chartres, France.
The Company had increased unit shipments of industrial
valves and municipal water valves which were partially
offset by decreased unit shipments of steam valves. The
Company had increased sales in Europe of $3,100,000 of
which approximately forty percent was due to the strength
of certain foreign currencies relative to the U.S.
dollar. The Company intends to maintain its strategy of
seeking acquisition opportunities as well as expanding
its existing market position to achieve sales growth.
Gross profit increased $6,173,000 (11.1%) to
$61,856,000 and decreased as a percentage of net sales
from 36.5% to 35.3%. This decreased percentage was
primarily attributable to the inclusion of certain
acquired companies which operate at a lower gross margin
than the rest of the Company. Gross profit was also
adversely affected by increased raw material costs of
bronze ingot and brass rod which, due to competitive
pricing pressures, could not be completely recovered
through price increases.
Selling, general and administrative expenses
increased $4,193,000 (12%) to $39,042,000. This
increase in spending was primarily attributable to the
inclusion of the expenses of acquired companies, and
increased selling expenses associated with international
and drain products sales, partially offset by decreased
general and administrative expenses corporate wide.
Interest income decreased $429,000 (57.2%) to
$321,000. This decrease was attributable to lower levels
of cash and short-term investments.
Interest expense increased $436,000 (18.1%) to
$2,846,000. This increase was attributable to the
inclusion of the debt of certain acquired companies in
the consolidated balance sheet of the Company.
Net earnings increased $744,000 (6.5%) to
$12,134,000. The Company's return on investment for the
period ended September 30, 1995 was 11.4%.
The change in foreign exchange rates had an immaterial
impact on the net results of operations.
The weighted average number of common shares outstanding
on September 30, 1995, increased to 29,792,386 from
29,698,391 at September 30, 1994, for primary earnings
per share. Primary and fully diluted earnings per share
were $ .41 for the quarter ended September 30, 1995
compared to $ .38 for the quarter ended September 30,
1994.
Liquidity and Capital Resources
During the quarter ended September 30, 1995, the
Company invested in three acquisitions and one joint
venture. In August of 1995, a wholly owned subsidiary of
the Company purchased Societe des Etablissements Rene
Trubert of Chartres, France. Trubert is a manufacturer of
thermostatic mixing valves sold primarily for commercial
and industrial applications to accurately control the
temperature of water for human safety and process
control. Trubert had net sales of approximately
$8,000,000 for the twelve months ended June 30, 1995.
Also, in August of 1995, a wholly owned subsidiary of the
Company invested an initial $2,000,000 in the Suzhou
Watts Valve Co., Ltd. joint venture located in Suzhou,
Peoples Republic of China. This joint venture was
established to manufacture ball valves for the industrial
and oil and gas markets. The Company's investment will
total $6,000,000 and represent a 60% interest in the
joint venture. In September 1995, a wholly owned
subsidiary acquired the Keane product line from Keane
Controls Corp. This product line consists of solenoid
valves and regulators used in high pressure applications.
The annual sales of these products are approximately
$1,500,000. Also, in September 1995, a wholly owned
subsidiary acquired the Kieley Mueller Control Valve
product line from International Valve Corporation. This
product line consists of linear and rotary control valves
sold primarily for industrial process applications to
accurately control the pressure, flow, and temperature of
steam and process fluids. The annual sales of these
products are approximately $2,800,000. The aggregate
purchase price for these investments was $17,500,000.
During the quarter ended September 30, 1995, the
Company spent $5,114,000 on capital expenditures,
primarily manufacturing machinery and equipment, as part
of its commitment to continuously improve its
manufacturing capabilities.
Working capital at September 30, 1995 was
$240,637,000 compared to $242,023,000 at June 30, 1995.
Cash and short-term investments were zero at September
30, 1995 compared to $8,740,000 at June 30, 1995. The
Company utilized overdraft facilities with certain banks
during the quarter ended September 30, 1995, to minimize
borrowings under its line of credit. The ratio of
current assets to current liabilities was 2.9 to 1 at
September 30, 1995 compared to 3.1 to 1 at June 30, 1995.
Debt as a percentage of total capital employed was 25.8%
at September 30, 1995 compared to 26.3% at June 30, 1995.
In order to support the Company's acquisition
program, working capital requirements from acquisitions,
and for general corporate purposes, the Company entered
into a five-year commitment for an unsecured line of
credit for $125,000,000 expiring on August 31, 1999. As
of September 30, 1995, there was $33,000,000 outstanding
under this credit facility.
The Company from time to time is involved with
environmental proceedings and incurs costs on an ongoing
basis related to environmental matters. The Company has
been named a potentially responsible party with respect
to currently identified contaminated sites, which are in
various stages of the remediation process. The Company
has evaluated its potential exposure based on all
currently available information and has recorded its
estimate of its liability for environmental matters. The
ultimate outcome of these environmental matters cannot be
determined. The Company currently anticipates that it
will not incur significant expenditures in fiscal 1996 in
connection with any of these environmentally contaminated
sites. Please see Note 3 to the accompanying condensed
consolidated financial statements.
The Company anticipates that available funds and
those funds provided from current operations will be
sufficient to meet current operating requirements and
anticipated capital expenditures for at least the next 24
months.
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
There were no reports filed on Form 8-K for the
quarter ended September 30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto
duly authorized.
WATTS INDUSTRIES, INC.
Date: November 10, 1995 By: /s/Timothy P. Horne
Timothy P. Horne
President
Date: November 10, 1995 By: /s/Kenneth J. McAvoy
Kenneth J. McAvoy
Chief Financial
Officer and Treasurer
EXHIBIT INDEX
Listed and indexed below are all Exhibits filed as part
of this report.
Exhibit No. Description
11 Computation of
earnings per share
27 Financial Data Schedule
<TABLE>
EXHIBIT 11
WATTS INDUSTRIES , INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(Unaudited)
Three Months Ended
September 30
_________________________________
1995 1994
<CAPTION> _______________ _______________
<S> <C> <C>
PRIMARY
Average shares outstanding 29,627,112 29,486,159
Net effect of dilutive stock options -
based on the treasury stock 165,274 212,232
method using average market price
_______________ _______________
Total 29,792,386 29,698,391
=============== ===============
Net earnings $12,133,588 $11,390,000
=============== ===============
Earnings per share $ .41 $ .38
=============== ===============
FULLY-DILUTED
Average shares outstanding 29,627,112 29,486,159
Net effect of dilutive stock options -
based on the treasury stock
method using the quarter-end
market price, if higher than average 184,548 227,393
market price
_______________ _______________
Total 29,811,660 29,713,552
=============== ===============
Net earnings $12,133,588 $11,390,000
=============== ===============
Earnings per share $ .41 $ .38
=============== ===============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1995
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 130,390
<ALLOWANCES> 5,952
<INVENTORY> 206,370
<CURRENT-ASSETS> 367,842
<PP&E> 284,770
<DEPRECIATION> 116,655
<TOTAL-ASSETS> 714,821
<CURRENT-LIABILITIES> 127,205
<BONDS> 145,077
<COMMON> 2,964
0
0
<OTHER-SE> 413,817
<TOTAL-LIABILITY-AND-EQUITY> 714,821
<SALES> 175,304
<TOTAL-REVENUES> 175,304
<CGS> 113,448
<TOTAL-COSTS> 152,490<F1>
<OTHER-EXPENSES> 3,142<F2>
<LOSS-PROVISION> 218
<INTEREST-EXPENSE> 2,846
<INCOME-PRETAX> 19,672
<INCOME-TAX> 7,538
<INCOME-CONTINUING> 12,134
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,134
<EPS-PRIMARY> $.41
<EPS-DILUTED> $.41
<FN>
<F1> INCLUDES ONLY COST OF GOODS SOLD AND OPERATING EXPENSES.
<F2> INCLUDES INTEREST EXPENSE AND LOSS PROVISION SHOWN BELOW.
</FN>
</TABLE>
