================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM 10-Q
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[ X ] Quarterly Report Pursuant To Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the quarterly period ended March 31, 1998
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 0-23688
AMERICAN BUILDINGS COMPANY
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 63-0931058
- ------------------------------ ----------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
P.O. BOX 800
STATE DOCKS ROAD
EUFAULA, ALABAMA 36027
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(334) 687-2032
----------------------------------------------------
(Registrant's telephone number, including area code)
NOT APPLICABLE
------------------------------------------------------
(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 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 [_}
APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date: MAY 4, 1998 - 5,287,257 SHARES.
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<PAGE>
INDEX
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
Page Number
-----------
PART 1. Financial Information
ITEM 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-
March 31, 1998 and December 31, 1997 2
Condensed Consolidated Statements of Income-
Three months ended March 31, 1998 and 1997 3
Condensed Consolidated Statements of Cash Flows-
Three months ended March 31, 1998 and 1997 4
Notes to Condensed Consolidated Financial Statements 5
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. Other Information
ITEM 6. Exhibits and Reports on Form 8-K 11
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1997
-------- --------
(Unaudited)
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash (including restricted cash of $7,239 and $10,624 in 1998 and 1997) $ 11,733 $ 16,560
Accounts receivable, net of allowance for doubtful accounts of $4,279 and $4,375
in 1998 and 1997, respectively 53,609 61,574
Inventories 35,473 32,159
Other 6,989 5,914
-------- --------
Total current assets 107,804 116,207
PROPERTY, PLANT, AND EQUIPMENT, NET 54,239 54,607
DEFERRED INCOME TAXES 892 892
GOODWILL, NET 29,504 29,669
OTHER ASSETS, NET 8,914 8,676
-------- --------
TOTAL ASSETS $201,353 $210,051
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 12,453 $ 13,866
Accounts payable 39,029 44,958
Accrued liabilities 17,169 19,109
Accrued income taxes 720 1,166
-------- --------
Total current liabilities 69,371 79,099
LONG-TERM DEBT, NET OF CURRENT MATURITIES 70,612 71,407
OTHER NONCURRENT LIABILITIES 3,827 3,749
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; 4,000 shares authorized, no shares issued and
outstanding at 1998 and 1997 -- --
Common stock, $.01 par value; 25,000 shares authorized, 6,352 and 6,339 shares
issued at 1998 and 1997, respectively 64 63
Additional paid-in capital 31,560 31,448
Retained earnings 54,370 52,736
-------- --------
85,994 84,247
Less Treasury stock, at cost (1,069 shares at
March 31, 1998 and December 31, 1997) (28,451) (28,451)
-------- --------
Total stockholders' equity 57,543 55,796
-------- --------
$201,353 $210,051
======== ========
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
-------------------
1998 1997
------- -------
NET SALES $97,770 $57,604
COSTS AND EXPENSES:
Cost of sales 83,853 48,843
Selling, general, and administrative 9,984 6,071
------- -------
93,837 54,914
OPERATING INCOME 3,933 2,690
INTEREST EXPENSE 1,276 225
------- -------
INCOME BEFORE PROVISION FOR INCOME TAXES 2,657 2,465
PROVISION FOR INCOME TAXES 1,023 950
------- -------
NET INCOME $ 1,634 $ 1,515
======= =======
EARNINGS PER SHARE:
Basic $ .31 $ .29
======= =======
Diluted $ .29 $ .27
======= =======
WEIGHTED AVERAGE SHARES OUTSTANDING:
Basic 5,273 5,316
======= =======
Diluted 5,633 5,666
======= =======
See notes to condensed consolidated financial statements.
3
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
THREE MONTHS ENDED
MARCH 31,
--------------------
1998 1997
-------- -------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,634 $ 1,515
-------- -------
Adjustments to reconcile net income to net cash used for
operating activities:
Depreciation and amortization 2,352 1,202
Changes in assets and liabilities:
Accounts receivable, net 7,965 8,015
Inventories (3,314) (1,048)
Accounts payable (5,929) (10,586)
Accrued liabilities and taxes (2,386) 34
Other working capital changes (1,075) (382)
Other, net (99) (17)
-------- -------
Total adjustments (2,486) (2,782)
Net cash used for operating activities (852) (1,267)
-------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (1,745) (2,618)
Decrease in restricted cash -- 66
Investment in China Joint Venture (135) (375)
-------- -------
Net cash used for investing activities (1,880) (2,927)
-------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock 113 44
Long-term debt payments (98) --
Net change in revolving credit facility (2,110) 4,150
-------- -------
Net cash (used for) provided by financing activities (2,095) 4,194
-------- -------
NET DECREASE IN CASH (4,827) --
CASH AT BEGINNING OF PERIOD 16,560 --
-------- -------
CASH AT END OF PERIOD $ 11,733 $ --
======== =======
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 782 $ 220
======== =======
Cash paid for income taxes $ 1,488 $ 1,562
======== =======
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1998
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
1. The condensed consolidated financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
not misleading. In the opinion of management, the condensed consolidated
financial statements contain all adjustments necessary to present fairly
the financial position of the Company as of March 31, 1998 and the results
of its operations and cash flows for the three months ended March 31, 1998
and 1997. All such adjustments are of a normal recurring nature. The
results of operations for the three months ended March 31, 1998 are not
necessarily indicative of the results to be expected for the year ended
December 31, 1998. The accounting policies continue unchanged from December
31, 1997. For further information, refer to the Consolidated Financial
Statements and footnotes thereto included in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997.
2. Inventories consisted of the following:
MARCH 31, DECEMBER 31,
1998 1997
------------------- --------------------
Raw materials $ 23,282 $ 20,511
Work in process 5,059 5,126
Finished goods 7,765 7,239
------------------- --------------------
$ 36,106 $ 32,876
Allowance to state
Inventories at LIFO cost (633) (717)
------------------- --------------------
$ 35,473 $ 32,159
=================== ====================
5
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED) - CONTINUED
3. Included in accrued liabilities are estimated insurance claims for the
self-insured portion of workers' compensation, property, casualty, and
health insurance plans totaling $6,104 and $5,592 at March 31, 1998 and
December 31, 1997, respectively.
4. Certain prior year amounts have been reclassified to conform with current
year presentation.
5. On December 7, 1994, the Company closed a $9,700 industrial revenue bond
transaction with the Industrial Development Authority ("IDA") of
Mecklenburg County, Virginia, for the purpose of financing its new
manufacturing facility located in Virginia. The bonds bear interest at a
variable rate which averaged 3.5% for the first quarter of 1998, and 1997.
Additionally, the Company pays a .25% remarketing fee on the bond balance.
The bonds mature December 1, 2004 and are subject to mandatory sinking fund
redemption of $970 per year and are subject to mandatory redemption under
certain circumstances. The Company has secured its obligation with respect
to the IDA bonds through the issuance of a letter of credit. The carrying
amount of the bonds is assumed to approximate fair value due to the bonds'
variable rate structure. The balance of the IDA bonds, including current
portion, was $6,790 at March 31, 1998 and December 31, 1997.
6. On December 4, 1997, the Company completed the acquisition of certain net
assets of Windsor Door for approximately $58,000. Concurrent with the
Windsor acquisition, the Company canceled its previous revolving credit
facility and entered into a comprehensive credit facility ("Credit
Facility") with a bank. The Credit Facility includes a $40,000 term loan
facility and a revolving credit facility with maximum borrowings of
$75,000. The revolving credit facility availability is based on borrowings
outstanding as well as amounts outstanding under Letters of Credit. At
March 31, 1998, borrowings outstanding on the revolving credit facility
were $35,700. Interest is payable at the Eurodollar rate plus 1% (6.6% at
March 31, 1998) for the entire revolver balance. The Company is required to
pay a fee of .25% per year for the unused portion of the facility and
1.125% per year on outstanding Letters of Credit. The Credit Facility is
collateralized by substantially all of the company's assets and requires
the company to maintain certain financial ratio covenants on a quarterly
basis.
6
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MARCH 31, 1998
Statements in this Quarterly Report on Form 10-Q concerning the Company's
business outlook or future economic performance; anticipated profitability,
revenues, expenses or other financial items; and product line growth together
with other statements that are not historical facts, are "forward-looking
statements" as that term is defined under the Federal Securities Laws.
Forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those stated
in such statements. Such risks, uncertainties, and factors include, but are not
limited to, industry cyclicality, fluctuations in customer demand and order
patterns, the seasonal nature of the business, changes in pricing or other
actions by competitors, and general economic conditions as well as other risks
detailed in the Company's filings with the Securities and Exchange Commission,
including its Annual Report on Form 10-K for the year ended December 31, 1997.
RESULTS OF OPERATIONS
QUARTER ENDED MARCH 31, 1998 COMPARED TO QUARTER ENDED MARCH 31, 1997
Net sales for the quarter ended March 31, 1998 increased 69.7% to $97.8 million
from $57.6 million in the same period a year ago. Approximately $22.2 million or
38.5% of the 69.7% increase in net sales was due to the acquisition of Windsor
Door in December 1997. Gross margins decreased to 14.2% in the current quarter
compared to 15.2% in the corresponding quarter of 1997 primarily due to the
addition of Windsor Door, which operates at lower gross margins in the first and
second quarters of the year due to the normal seasonality of its business, a
loss at American Modular Technologies ("AMT") in the current quarter as a result
of inadequate volume, compared to a profit in the first quarter of 1997 and
higher material, labor and burden costs in the Construction Products Group.
Backlog at March 31, 1998 increased 27% to $114.0 million from $89.9 million at
March 31, 1997. Backlog excluding Windsor Door is $112.1 million, which is an
increase of 25% over the first quarter of 1997. Selling, general and
administrative expenses increased by 64.4% to $10.0 million in the first quarter
of 1998 from $6.1 million in the first quarter of 1997. The increase is
primarily the result of the acquisition of Windsor Door in December 1997
(including its normal selling, general and administrative expenses as well as
the amortization of the goodwill associated with the purchase), as well as
higher commission costs and certain other volume-related costs resulting from
the higher sales volume in the first quarter of 1998. As a percent of net sales,
these expenses were 10.2% in 1998 compared to 10.5% in the first quarter of
1997. Operating income improved 46.2% to $3.9 million in the first quarter of
1998 compared to $2.7 million in the same quarter of 1997. The Company had net
interest expense for the quarter ended March 31, 1998 of $1.3 million compared
to $.2 for the comparable period in 1997. The increase in interest expense
resulted primarily from the Company's financing of the Windsor Door purchase in
December 1997. Net income for the current quarter increased 7.9% to $1.6 million
from $1.5 million in the first quarter of last year.
7
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its operations from cash flow from
operations, bank borrowings and sales of its debt and equity securities.
Net cash used for operations was $.9 million in the first quarter of 1998
compared to $1.3 million in the first quarter of 1997. The improvement for 1998
resulted primarily from improved earnings and higher depreciation and
amortization partially offset by an increase in working capital compared to a
year ago.
Net cash used for investing activities was $1.9 million for the three months
ended March 31, 1998 compared to $2.9 million for the three months ended March
31, 1997. In the 1998 period, primarily all investing activities were for
additions to property, plant and equipment. The Company did make a small
additional investment in its China joint venture of $.1 bringing its total
investment to $4.5 million. In the 1997 period, the Company invested an
additional $.4 million in its China joint venture as well as spent $2.6 million
for additions to plant, property and equipment.
Net cash (used for) provided by financing activities was ($2.1) million for the
quarter ended March 31, 1998 compared to $4.2 million for the quarter ended
March 31, 1997. In 1998, this was primarily the result of net repayments made to
the Company's revolving credit facility (the "Revolver"). At December 31, 1997,
the Company had Restricted Cash of $10.6 million which represented funds held by
its prior lender to collateralize letters of credit which had been issued by
that lender until replacement letters of credit could be issued by its new
lender. During the first quarter of 1998, $3.4 million of this collateral was
returned to the Company as the replacement letters of credit were issued and the
Revolver was reduced accordingly. The Company also borrowed approximately $1.3
million under the Revolver to finance operating needs during the quarter. In
1997, this was primarily the result of $4.2 million of borrowings under its
Revolver.
The Company currently has budgeted an aggregate of $11.6 million for capital
expenditures in 1998, consisting of $2.0 million for the new technical and
business systems, $.4 million to complete the Virginia manufacturing facility
and $9.2 million primarily for machinery and equipment at its other existing
facilities, including the Windsor Door facilities purchased in December 1997.
The Company expects to be able to fund these expenditures from cash provided by
operations and borrowings under its Credit Facility described below. There can
be no assurance that budgeted capital expenditures will be made as planned or
that additional capital expenditures will not be required.
At March 31, 1998, the Company's outstanding debt (including current portion)
was $83.1 million, consisting of $40.0 million of borrowings outstanding under
its Term loan, $35.7 million of borrowings under the revolving portion of its
credit facility and $6.8 million of Industrial Revenue Bonds which are subject
to mandatory sinking fund requirements of approximately $1.0 million per year
through December 1, 2004.
8
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
In December 1997, the Company purchased certain net assets of Windsor Door
("Windsor") for $59.0 million, including transaction costs of $1.0 million.
Pursuant to the terms of the purchase agreement, the purchase price is subject
to further adjustment once a final determination is made for the amount of
working capital transferred as of the date of closing. This adjustment is
expected to be made in the second or third quarter of 1998. The transaction was
accounted for as a purchase and the cost of the acquisition was allocated to the
assets and liabilities based on their estimated respective fair values. The
total cost of the acquisition, which was financed by proceeds from the Company's
Credit Facility, exceeded the fair value of net assets acquired by $29.7 million
which was assigned to goodwill and is being amortized over forty years.
Concurrent with the purchase of Windsor in December 1997, the Company replaced
its previous revolving credit facility with a revolving credit and term loan
facility ("Credit Facility") with Canadian Imperial Bank of Commerce ("CIBC"),
as administrative agent, and certain other lenders. The Credit Facility includes
a $40 million term loan facility and a revolving credit facility ("Revolver")
with maximum borrowings of $75 million, including a $30 million letter of credit
sub-facility and a $5 million swingline sub-facility. On December 4, 1997, the
full amount of the term loan was borrowed to finance part of the Windsor
acquisition. The term loan requires semiannual principal payments commencing
July 1998 of $2 million to $9 million, with a final payment due January 2003.
Also on December 4, 1997 $19.0 million of the Revolver was borrowed to finance
the balance of the Windsor acquisition and $10.6 million of the Revolver was
borrowed to cash collateralize outstanding letters of credit which had been
issued by the Company's prior lender until replacement letters of credit could
be issued by CIBC. As of March 31, 1998, $7.2 million of Revolver proceeds
remain as restricted cash on the accompanying Condensed Consolidated Balance
Sheets. This amount of borrowing has been included in current portion of
long-term debt as the Company intends to repay the Credit Facility as soon as
the remaining replacement letters of credit are issued and the underlying cash
collateral is returned by the previous lender. The Credit Facility expires on
January 3, 2003 and bears interest at a rate equal to, at the option of the
Company, either: (1) in the case of Eurodollar loans, the sum of the interest
rate in the London interbank market for loans in an amount substantially equal
to the amount of borrowing and for the period of borrowing selected by the
Company plus a margin of between one-half percent and one and one-half percent,
depending on the Company's consolidated leverage and interest coverage ratios
(as defined in the credit agreement) or (2) the higher of (a) CIBC's prime or
base rate or (b) one-half percent plus the latest overnight federal funds rate.
At March 31, 1998 all borrowings under the Credit Facility of $75.7 million were
at the Eurodollar rate of 6.6%. Interest is payable quarterly in the case of
base rate loans and on maturity dates or every three months, whichever is
shorter, in the case of Eurodollar loans. The Company is required to pay a fee
of .25% per year for the unused portion of the Credit Facility and 1.125% per
year on outstanding letters of credit. At March 31, 1998 there were $9.6 million
of outstanding letters of credit, including a $6.9 million letter of credit in
favor of the Trustee for the IDA bonds. The Credit Facility is guaranteed by all
of the Company's domestic subsidiaries and collateralized by substantially all
of the Company's assets, and requires the Company to maintain certain
9
<PAGE>
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(CONTINUED)
financial ratio covenants. The Credit Facility limits the Company's ability to
incur debt, to sell or dispose of assets, to create or incur liens, to make
additional acquisitions, to pay dividends, to purchase or redeem the Company's
stock and to merge or consolidate with any other entity and provides the lender
with the right to require the payment of all amounts outstanding under the
Credit Facility if a change in control of the Company occurs.
The Company believes that cash generated from operations and borrowings under
the revolving credit facility will be sufficient to meet its working capital and
capital expenditure needs for the foreseeable future. There can be no assurance
that liquidity would not be impacted by a decline in general economic conditions
and higher interest rates which would affect the Company's ability to obtain
external financing.
10
<PAGE>
PART II - OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11. Computation of Earnings Per Share
27. Financial Data Schedule
(b) Reports on Form 8-K
Current Report on Form 8-K/A dated December
4, 1997 and filed February 13, 1998,
reporting the Company's acquisition of the
Windsor Door Division of United Dominion
Industries, Inc. and the Company's new
credit facility.
11
<PAGE>
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.
AMERICAN BUILDINGS COMPANY
Date May 12, 1998 /s/ ROBERT T. AMMERMAN
------------------------ ----------------------------
Robert T. Ammerman
Chief Executive Officer
Date May 12, 1998 /s/ R. CHARLES BLACKMON, JR.
------------------------ ----------------------------
R. Charles Blackmon, Jr.
Executive Vice President,
Chief Financial Officer
12
AMERICAN BUILDINGS COMPANY AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
---------------
1998 1997
------ ------
Net income $1,634 $1,515
====== ======
Weighted Average Shares Outstanding - Basic 5,273 5,316
Add - Dilutive effect of outstanding options (as determined
by the application of the treasury stock method) 360 350
------ ------
Weighted Average Shares Outstanding - Diluted 5,633 5,666
====== ======
Earnings per share:
Basic $ 0.31 $ 0.29
====== ======
Diluted $ 0.29 $ 0.27
====== ======
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEETS AND THE CONDENSED CONSOLIDATED
STATEMENTS OF INCOME AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,733
<SECURITIES> 0
<RECEIVABLES> 57,888
<ALLOWANCES> 4,279
<INVENTORY> 35,473
<CURRENT-ASSETS> 107,804
<PP&E> 99,757
<DEPRECIATION> 45,518
<TOTAL-ASSETS> 201,353
<CURRENT-LIABILITIES> 69,371
<BONDS> 70,612
0
0
<COMMON> 64
<OTHER-SE> 57,479
<TOTAL-LIABILITY-AND-EQUITY> 201,353
<SALES> 97,770
<TOTAL-REVENUES> 97,770
<CGS> 83,853
<TOTAL-COSTS> 93,837
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 297
<INTEREST-EXPENSE> 1,276
<INCOME-PRETAX> 2,657
<INCOME-TAX> 1,023
<INCOME-CONTINUING> 1,634
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,634
<EPS-PRIMARY> .31
<EPS-DILUTED> .29
</TABLE>
