SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 Quarter Ended March 30, 1996.
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number 1-10573
THERMO POWER CORPORATION
(Exact name of Registrant as specified in its charter)
Massachusetts 04-2891371
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
81 Wyman Street, P.O. Box 9046
Waltham, Massachusetts 02254-9046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 622-1000
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 April 26, 1996
---------------------------- -----------------------------
Common Stock, $.10 par value 12,473,821
PAGE
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
THERMO POWER CORPORATION
Consolidated Balance Sheet
(Unaudited)
Assets
March 30, September 30,
(In thousands) 1996 1995
--------------------------------------------------------------------------
Current Assets:
Cash and cash equivalents $ 29,518 $ 23,504
Available-for-sale investments, at quoted
market value (amortized cost of $5,163 and
$10,624) (includes $429 of related party
investments in fiscal 1995) (Note 2) 5,161 10,666
Accounts receivable, less allowances of
$507 and $530 19,926 18,203
Unbilled contract costs and fees 6,892 6,228
Inventories:
Raw materials and supplies 16,187 17,453
Work in process and finished goods 2,436 4,796
Prepaid income taxes 3,416 3,213
Other current assets 288 752
-------- --------
83,824 84,815
-------- --------
Rental Assets, at Cost 10,123 7,391
Less: Accumulated depreciation and amortization 1,409 985
-------- --------
8,714 6,406
-------- --------
Property, Plant and Equipment, at Cost 16,425 15,232
Less: Accumulated depreciation and amortization 7,728 6,765
-------- --------
8,697 8,467
-------- --------
Long-term Available-for-sale Investments, at
Quoted Market Value (amortized cost of $453 and
$471) (includes $339 invested in parent company
common stock in fiscal 1995) (Note 2) 263 733
-------- --------
Other Assets 336 223
-------- --------
Cost in Excess of Net Assets of Acquired
Companies 7,667 7,773
-------- --------
$109,501 $108,417
======== ========
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THERMO POWER CORPORATION
Consolidated Balance Sheet (continued)
(Unaudited)
Liabilities and Shareholders' Investment
March 30, September 30,
(In thousands except share amounts) 1996 1995
--------------------------------------------------------------------------
Current Liabilities:
Accounts payable $ 11,584 $ 13,262
Accrued payroll and employee benefits 2,466 2,732
Customer advances 2,878 971
Accrued warranty costs 2,017 2,100
Accrued income taxes 870 1,368
Other accrued expenses 4,043 4,242
Due to Thermo Electron Corporation
and affiliated companies 1,187 -
-------- --------
25,045 24,675
-------- --------
Deferred Income Taxes 122 118
-------- --------
Long-term Obligations 339 364
-------- --------
Common Stock of Subsidiary Subject to
Redemption ($18,450 redemption value) 17,591 17,435
-------- --------
Shareholders' Investment:
Common stock, $.10 par value, 30,000,000
shares authorized; 12,478,544 shares issued 1,248 1,248
Capital in excess of par value 53,882 53,898
Retained earnings 11,442 10,822
Treasury stock at cost, 5,803 and
49,758 shares (43) (341)
Net unrealized gain (loss) on
available-for-sale investments (125) 198
-------- --------
66,404 65,825
-------- --------
$109,501 $108,417
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
3PAGE
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THERMO POWER CORPORATION
Consolidated Statement of Income
(Unaudited)
Three Months Ended
-------------------------
March 30, April 1,
(In thousands except per share amounts) 1996 1995
--------------------------------------------------------------------------
Revenues $ 29,756 $ 24,912
-------- --------
Costs and Operating Expenses:
Cost of revenues 25,095 19,419
Selling, general and administrative expenses 4,231 3,807
Research and development expenses 791 716
-------- --------
30,117 23,942
-------- --------
Operating Income (Loss) (361) 970
Interest Income 437 431
Interest Expense (5) (6)
Gain on Sale of Related Party
Investments (Note 2) 125 -
-------- --------
Income Before Provision for Income Taxes
and Minority Interest 196 1,395
Provision for Income Taxes 75 555
Minority Interest Expense 78 35
-------- --------
Net Income $ 43 $ 805
======== ========
Earnings per Share $ - $ .07
======== ========
Weighted Average Shares 12,463 12,356
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
4PAGE
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THERMO POWER CORPORATION
Consolidated Statement of Income
(Unaudited)
Six Months Ended
-------------------------
March 30, April 1,
(In thousands except per share amounts) 1996 1995
--------------------------------------------------------------------------
Revenues $ 57,208 $ 47,226
-------- --------
Costs and Operating Expenses:
Cost of revenues 47,760 36,467
Selling, general and administrative expenses 7,968 7,528
Research and development expenses 1,529 1,246
-------- --------
57,257 45,241
-------- --------
Operating Income (Loss) (49) 1,985
Interest Income 874 731
Interest Expense (16) (11)
Gain (Loss) on Sale of Investments, Net
(includes $469 from sale of related party
investments in fiscal 1996) (Note 2) 451 (38)
-------- --------
Income Before Provision for Income Taxes
and Minority Interest 1,260 2,667
Provision for Income Taxes 484 1,040
Minority Interest Expense 156 35
-------- --------
Net Income $ 620 $ 1,592
======== ========
Earnings per Share $ .05 $ .13
======== ========
Weighted Average Shares 12,453 12,342
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
5PAGE
<PAGE>
THERMO POWER CORPORATION
Consolidated Statement of Cash Flows
(Unaudited)
Six Months Ended
-------------------------
March 30, April 1,
(In thousands) 1996 1995
--------------------------------------------------------------------------
Operating Activities:
Net income $ 620 $ 1,592
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,231 810
Provision for losses on accounts receivable 5 27
(Gain) loss on sale of investments,
net (Note 2) (451) 38
Minority interest expense 156 35
Changes in current accounts, excluding the
effects of acquisition:
Accounts receivable (1,470) 233
Inventories and unbilled contract
costs and fees 1,235 (1,473)
Other current assets 439 (255)
Accounts payable (1,681) (537)
Other current liabilities 1,093 (1,603)
-------- --------
Net cash provided by (used in)
operating activities 1,177 (1,133)
-------- --------
Investing Activities:
Proceeds from sale and maturities of
available-for-sale investments 4,981 7,687
Proceeds from sale of related party
investments (Note 2) 852 -
Increase in rental assets (346) (265)
Purchases of property, plant and equipment (890) (813)
Issuance of notes receivable (165) -
Other 148 245
-------- --------
Net cash provided by
investing activities 4,580 6,854
-------- --------
Financing Activities:
Net proceeds from issuance of Company
and subsidiary common stock 282 17,620
Repayment of long-term obligations (25) (21)
-------- --------
Net cash provided by
financing activities $ 257 $ 17,599
-------- --------
6PAGE
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THERMO POWER CORPORATION
Consolidated Statement of Cash Flows (continued)
(Unaudited)
Six Months Ended
-------------------------
March 30, April 1,
(In thousands) 1996 1995
--------------------------------------------------------------------------
Increase in Cash and Cash Equivalents $ 6,014 $ 23,320
Cash and Cash Equivalents at Beginning
of Period 23,504 7,474
-------- --------
Cash and Cash Equivalents at End of Period $ 29,518 $ 30,794
======== ========
Cash Paid For:
Interest $ 16 $ 11
Income taxes $ 1,007 $ 1,525
The accompanying notes are an integral part of these consolidated financial
statements.
7PAGE
<PAGE>
THERMO POWER CORPORATION
Notes to Consolidated Financial Statements
1. General
The interim consolidated financial statements have been prepared by
Thermo Power Corporation (the Company) without audit and, in the opinion of
management, reflect all adjustments of a normal recurring nature necessary
for a fair statement of (a) the results of operations for the three- and
six-month periods ended March 30, 1996 and April 1, 1995, (b) the financial
position at March 30, 1996, and (c) the cash flows for the six-month
periods ended March 30, 1996 and April 1, 1995. Interim results are not
necessarily indicative of results for a full year.
The consolidated balance sheet presented as of September 30, 1995, has
been derived from the consolidated financial statements that have been
audited by the Company's independent public accountants. The consolidated
financial statements and notes are presented as permitted by Form 10-Q, and
do not contain certain information included in the annual financial
statements and notes of the Company. The consolidated financial statements
and notes included herein should be read in conjunction with the financial
statements and notes included in the Company's Annual Report on Form 10-K
for the fiscal year ended September 30, 1995, filed with the Securities and
Exchange Commission.
2. Sale of Related Party Investments
In February 1996, the Company sold its remaining investment in 6.5%
subordinated convertible debentures, which were issued by Thermo TerraTech
Inc., a majority-owned subsidiary of Thermo Electron Corporation (Thermo
Electron). The Company sold $365,000 principal amount of these debentures
for net proceeds of $490,000, which resulted in a gain of $125,000.
In December 1995, the Company sold 7,313 shares of Thermo Electron
common stock for net proceeds of $362,000, which resulted in a gain of
$344,000.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Description of Business
Industrial Refrigeration Systems
The Company's FES division supplies standard and custom-designed
industrial refrigeration systems used primarily by the food processing,
petrochemical, and pharmaceutical industries. NuTemp, Inc. (NuTemp) is a
supplier of both remanufactured and new industrial refrigeration and
commercial cooling equipment for sale or rental. NuTemp's industrial
refrigeration equipment is used primarily in the food processing,
petrochemical, and pharmaceutical industries, and its commercial cooling
equipment is used primarily in institutions and commercial buildings, as
well as by service contractors. The demand for NuTemp's equipment is
typically highest in the summer period.
8PAGE
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THERMO POWER CORPORATION
Description of Business (continued)
Engines
The Company's Crusader Engines (Crusader) division manufactures
gasoline engines for recreational boats; natural gas engines for vehicular,
cooling, pumping, refrigeration, and other industrial applications; and LPG
(liquefied petroleum gas) and gasoline engines for lift trucks.
Cooling and Cogeneration Systems
The Company's Tecogen division designs, develops, markets, and
services packaged cooling and cogeneration systems fueled principally by
natural gas for sale to a wide range of commercial, institutional,
industrial, and multi-unit residential users. Certain large-capacity
cooling systems are manufactured by FES, and the cogeneration systems are
manufactured by Crusader. Tecogen conducts research and development of
natural gas-engine technology, and is currently demonstrating a
diesel-to-natural gas conversion system for buses and other fleet vehicles.
Tecogen also conducts research and development on applications of thermal
energy.
The Company's ThermoLyte Corporation (ThermoLyte) subsidiary is
developing a family of propane-powered flashlights, emergency lights, area
lights, and other lighting products.
The Company's revenues by industry segment are shown in the following
table.
Three Months Ended Six Months Ended
-------------------- --------------------
March 30, April 1, March 30, April 1,
(In thousands) 1996 1995 1996 1995
--------------------------------------------------------------------------
Industrial Refrigeration Systems $ 15,962 $ 15,263 $ 33,033 $ 29,441
Engines 8,304 6,526 15,557 11,681
Cooling and Cogeneration Systems 5,913 3,843 9,523 7,223
Intersegment sales elimination (423) (720) (905) (1,119)
-------- -------- -------- --------
$ 29,756 $ 24,912 $ 57,208 $ 47,226
======== ======== ======== ========
Results of Operations
Second Quarter Fiscal 1996 Compared With Second Quarter Fiscal 1995
Total revenues increased 19% to $29,756,000 in the second quarter of
fiscal 1996 from $24,912,000 in the second quarter of fiscal 1995.
Industrial Refrigeration Systems segment revenues increased to $15,962,000
in 1996 from $15,263,000 in 1995. Revenues at NuTemp increased by $605,000
primarily due to two large orders for remanufactured commercial cooling
equipment. Revenues at FES increased slightly in 1996 primarily due to
greater demand for custom-designed refrigeration packages, offset by lower
prices for refrigeration packages due to increased competition in the
refrigeration industry and lower demand for standard screw compressor
packages. Engines segment revenues increased 27% to $8,304,000 in 1996 from
$6,526,000 in 1995 primarily due to increased demand for gasoline and
9PAGE
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THERMO POWER CORPORATION
Second Quarter Fiscal 1996 Compared With Second Quarter Fiscal 1995
(continued)
natural gas TecoDrive engines and the inclusion of revenues from lift-truck
engines, offset in part by a decrease of $1,025,000 in revenues from
marine-engine related products. Cooling and Cogeneration Systems segment
revenues increased 54% to $5,913,000 in 1996 from $3,843,000 in 1995
primarily due to an increase in revenues from gas-fueled cooling systems.
Results for the Cooling and Cogeneration Systems segment in 1995 include a
$312,000 fee received from one of the Company's distributors of packaged
cogeneration systems to satisfy the financial obligations under a minimum
purchase contract.
The gross profit margin decreased to 16% in the second quarter of
fiscal 1996 from 22% in the second quarter of fiscal 1995. The gross profit
margin for the Industrial Refrigeration Systems segment decreased to 17% in
1996 from 22% in 1995. The decrease is primarily due to lower prices at FES
resulting from increased competition in the refrigeration industry and due
to lower manufacturing efficiencies at FES, including higher production
costs incurred for work performed to compensate for lost production time
during severe storms this winter. To a lesser extent, the gross profit
margin decreased due to higher warranty expenses at FES and NuTemp in 1996
compared with 1995. The Company expects a cost increase in one of the major
components of its industrial refrigeration packages to adversely effect the
gross profit margin beginning in the third quarter of fiscal 1996. The
gross profit margin for the Engines segment decreased to 3% in 1996 from
13% in 1995 primarily due to unusually high warranty expenses in 1996 and,
to a lesser extent, startup costs associated with the introduction of
lift-truck engines. This higher level of warranty expense is expected to
return to more normal levels in the third quarter of fiscal 1996. The gross
profit margin for the Cooling and Cogeneration Systems segment decreased to
28% in 1996 from 33% in 1995 primarily due to the inclusion in 1995 of a
fee received from one of the Company's distributors of packaged
cogeneration systems discussed above.
Selling, general and administrative expenses as a percentage of
revenues decreased to 14% in the second quarter of fiscal 1996 from 15% in
the second quarter of fiscal 1995 primarily due to an increase in total
revenues. Research and development expenses as a percentage of revenues
remained unchanged at 3% in 1996 and 1995. An increase in research and
development expenses for gas-fueled lighting products was offset by a
decrease in spending on research and development of natural gas-engine
products.
Interest income remained relatively unchanged at $437,000 in the
second quarter of fiscal 1996, compared with $431,000 in the second quarter
of fiscal 1995. Gain on sale of related party investments in 1996
represents a gain on the sale of the Company's remaining investment in 6.5%
subordinated convertible debentures, which were issued by Thermo TerraTech
Inc., a majority-owned subsidiary of Thermo Electron Corporation (Thermo
Electron) (Note 2).
The effective tax rate was 38% in the second quarter of fiscal 1996,
compared with 40% in the second quarter of fiscal 1995. These rates
exceeded the statutory federal income tax rate primarily due to the impact
of state income taxes.
10PAGE
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THERMO POWER CORPORATION
First Six Months Fiscal 1996 Compared With First Six Months Fiscal 1995
Total revenues increased 21% to $57,208,000 in the first six months of
fiscal 1996 from $47,226,000 in the first six months of fiscal 1995.
Industrial Refrigeration Systems segment revenues increased to $33,033,000
in 1996 from $29,441,000 in 1995. Revenues at FES increased in 1996
primarily due to greater demand for custom-designed refrigeration packages,
offset in part by lower prices for refrigeration packages due to increased
competition in the refrigeration industry and lower demand for standard
screw compressor packages. Revenues at NuTemp increased by $200,000
primarily due to two large orders for remanufactured commercial cooling
equipment, offset in part by lower demand for rental equipment and
remanufactured equipment resulting from generally lower temperatures in
1996 compared with 1995. Engines segment revenues increased 33% to
$15,557,000 in 1996 from $11,681,000 in 1995 primarily due to increased
demand for gasoline and natural gas TecoDrive engines and the inclusion of
revenues from lift-truck engines, offset in part by a decrease of
$1,933,000 in revenues from marine-engine related products. Cooling and
Cogeneration Systems segment revenues increased 32% to $9,523,000 in 1996
from $7,223,000 in 1995 primarily due to an increase in revenues from
gas-fueled cooling systems. Results for the Cooling and Cogeneration
Systems segment in 1995 include a $1,187,000 fee received from one of the
Company's distributors of packaged cogeneration systems to satisfy the
financial obligations under a minimum purchase contract.
The gross profit margin decreased to 17% in the first six months of
fiscal 1996 from 23% in the first six months of fiscal 1995. The gross
profit margin for the Industrial Refrigeration Systems segment decreased to
19% in 1996 from 24% in 1995. The decrease is primarily due to lower prices
at FES resulting from increased competition in the refrigeration industry
and due to lower manufacturing efficiencies at FES. To a lesser extent, the
gross profit margin decreased due to higher warranty expenses at FES and
NuTemp in 1996 compared with 1995. The gross profit margin for the Engines
segment decreased to 4% in 1996 from 12% in 1995 primarily due to unusually
high warranty expenses in 1996 and, to a lesser extent, startup costs
associated with the introduction of lift-truck engines. The gross profit
margin for the Cooling and Cogeneration Systems segment decreased to 27% in
1996 from 33% in 1995 primarily due to the inclusion in 1995 of a fee
received from one of the Company's distributors of packaged cogeneration
systems discussed above.
Selling, general and administrative expenses as a percentage of
revenues decreased to 14% in the first six months of fiscal 1996 from 16%
in the first six months of fiscal 1995 primarily due to an increase in
total revenues. Research and development expenses as a percentage of
revenues remained unchanged at 3% in 1996 and 1995. An increase in research
and development expenses for gas-fueled lighting products was offset in
part by a decrease in spending on research and development of natural
gas-engine products.
Interest income increased to $874,000 in the first six months of
fiscal 1996 from $731,000 in the first six months of fiscal 1995,
reflecting interest income earned on the proceeds from ThermoLyte's March
1995 private placement, offset in part by a decrease in interest income
earned on the Company's other investments due to lower average invested
amounts. Gain on sale of investments, net, in 1996 primarily represents a
11PAGE
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THERMO POWER CORPORATION
First Six Months Fiscal 1996 Compared With First Six Months Fiscal 1995
(continued)
gain of $344,000 relating to the sale of the Company's remaining investment
in Thermo Electron common stock and a gain of $125,000 relating to the sale
of the Company's remaining investment in 6.5% subordinated convertible
debentures, which were issued by Thermo TerraTech Inc. (Note 2).
The effective tax rate was 38% in the first six months of fiscal 1996,
compared with 39% in the first six months of fiscal 1995. These rates
exceeded the statutory federal income tax rate primarily due to the impact
of state income taxes.
Liquidity and Capital Resources
Consolidated working capital was $58,779,000 at March 30, 1996,
compared with $60,140,000 at September 30, 1995. Included in working
capital are cash, cash equivalents, and available-for-sale investments of
$34,679,000 at March 30, 1996, compared with $34,170,000 at September 30,
1995. Of the $34,679,000 balance at March 30, 1996, $17,450,000 was held by
ThermoLyte and the remainder was held by the Company and its wholly owned
subsidiaries. During the first six months of fiscal 1996, $1,177,000 of
cash was provided by operating activities. During the first quarter of
fiscal 1996, the Company acquired the thermoelectric cooling module
business of ThermoTrex Corporation (ThermoTrex) for $860,000, which was the
net book value of the business acquired. ThermoTrex is a majority-owned
subsidiary of Thermo Electron. During the remainder of fiscal 1996, the
Company expects to make capital expenditures of approximately $3,600,000,
of which approximately $1,700,000 is expected to be used to expand and
upgrade the manufacturing facilities at FES. The Company believes its
current resources are sufficient to meet the capital requirements of its
existing operations for the foreseeable future.
PART II - OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On March 11, 1996, at the Annual Meeting of Shareholders, the
shareholders elected six incumbent directors to a one-year term expiring in
1997. The directors reelected at the meeting were: Marshall J. Armstrong,
Peter O. Crisp, John N. Hatsopoulos, Robert C. Howard, Donald E. Noble, and
Paul E. Tsongas. Messrs. Armstrong, Crisp, Hatsopoulos, and Howard each
received 10,907,282 shares voted in favor of his election and 4,370 shares
voted against; Mr. Noble received 10,907,082 shares voted in favor of his
election and 4,570 shares voted against; and Mr. Tsongas received
10,897,282 shares voted in favor of his election and 14,370 shares voted
against. No broker nonvotes were recorded on the election of directors.
The shareholders also approved a proposal to increase the number of
shares of the Company's common stock reserved for issuance under the
Company's Deferred Compensation Plan for directors by 25,000 shares as
follows: 10,846,603 shares voted in favor, 43,504 shares voted against,
12,545 shares abstained, and 9,000 shares were not voted by brokers. The
shareholders also approved a proposal to increase the number of shares of
the common stock of Thermo Electron Corporation authorized for issuance
under the Company's employee stock purchase plan by 50,000 shares as
follows: 10,863,646 shares voted in favor, 27,506 shares voted against,
11,500 shares abstained, and 9,000 shares were not voted by brokers.
12PAGE
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THERMO POWER CORPORATION
Item 6 - Exhibits
See Exhibit Index on the page immediately preceding exhibits.
13PAGE
<PAGE>
THERMO POWER CORPORATION
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 as of the 7th day of May 1996.
THERMO POWER CORPORATION
Paul F. Kelleher
--------------------------
Paul F. Kelleher
Chief Accounting Officer
John N. Hatsopoulos
--------------------------
John N. Hatsopoulos
Chief Financial Officer
14PAGE
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THERMO POWER CORPORATION
Exhibit Index
Exhibit
Number Description of Exhibit Page
--------------------------------------------------------------------------
27 Financial Data Schedule.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THERMO POWER
CORP.'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 30, 1996 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-28-1996
<PERIOD-END> MAR-30-1996
<CASH> 29,518
<SECURITIES> 5,161
<RECEIVABLES> 20,433
<ALLOWANCES> 507
<INVENTORY> 18,623
<CURRENT-ASSETS> 83,824
<PP&E> 16,425
<DEPRECIATION> 7,728
<TOTAL-ASSETS> 109,501
<CURRENT-LIABILITIES> 25,045
<BONDS> 339
<COMMON> 1,248
0
0
<OTHER-SE> 65,156
<TOTAL-LIABILITY-AND-EQUITY> 109,501
<SALES> 57,208
<TOTAL-REVENUES> 57,208
<CGS> 47,760
<TOTAL-COSTS> 47,760
<OTHER-EXPENSES> 1,529
<LOSS-PROVISION> 5
<INTEREST-EXPENSE> 16
<INCOME-PRETAX> 1,260
<INCOME-TAX> 484
<INCOME-CONTINUING> 620
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 620
<EPS-PRIMARY> .05
<EPS-DILUTED> 0
</TABLE>