UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
{OR}
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
Commission File No. 1-9844
SHELTER COMPONENTS CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 22-2825183
(State of Incorporation) (IRS Employer Identification No.)
2831 Dexter Drive, P.O. Box 4026, Elkhart, Indiana 46514
(Address of principal executive offices) (Zip Code)
(219) 262-4541
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value American Stock Exchange
(Title of each class) (Name of Each Exchange on Which Registered)
Securities registered pursuant to Section 12(g) of the Act: None
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
filing requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in the definitive Proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment hereto. X
---
The aggregate market value of the Common Shares held by non-affiliates of the
Registrant, based on the closing price on February 29, 1996 as reported by The
American Stock Exchange, was approximately $65,767,000. For purposes of the
foregoing calculation only, all directors and executive officers of the
Registrant have been deemed affiliates.
As of February 29, 1996, there were approximately 6,103,000 Common Shares
outstanding.
Documents Incorporated by Reference
Parts of Form 10-K into which
Document the Document is Incorporated
Portions of the Annual Report to Shareholders for the
Year Ended December 31, 1995 Part II
Portions of the Proxy Statement with Respect to the
1996 Annual Meeting of Shareholders of the Registrant Part III
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PART I
Item 1 - Business
(i) General
Shelter Components Corporation ("Registrant") is a distributor of numerous
products to the Manufactured Housing and Recreational Vehicle industries
including carpet products, laminated wallboard products, and thermoformed
bathroom products which are manufactured by wholly-owned subsidiaries. To a
lesser extent, the Registrant distributes industrial supplies to other types
of manufacturing companies in Northern Indiana and Southern Michigan and also
processes yarn for use in the manufacture of carpet. Shelter Components
Corporation's operations are the result of the acquisition of Thunander
Corporation and Shelter Components, Inc. in 1988 with those corporations now
operating as subsidiaries of the Registrant.
On January 31, 1992, the Registrant, through its wholly-owned subsidiary,
Danube Carpet Mills, Inc. ("Danube"), acquired the business operations and net
assets of E'Con Mills, Inc. ("E'Con"), a Chattanooga, Tennessee-based
manufacturer of carpeting primarily for use by the Manufactured Housing
industry. The operations of E'Con were subsequently integrated with Danube
operations.
On October 7, 1993, the Registrant, through a newly-formed wholly-owned
subsidiary, Design Components, Inc. acquired the business operations and net
assets of Design Time, Inc. ("Design Time"), an Elkhart, Indiana based
manufacturer of laminated wallboard products for use by the Manufactured
Housing and Recreational Vehicle industries.
On May 2, 1994 the Company, through its wholly-owned subsidiary, Shelter
Components of Indiana, Inc. acquired the business operations and operating
assets of TATCO, Inc. ("TATCO") located in Lancaster, Pennsylvania. TATCO was
a wholesale distributor of building and component products to the Manufactured
Housing and Modular Housing industries.
Effective January 1, 1995, the Corporation, through its newly-formed
wholly-owned subsidiary, Nubabsco, Inc. ("Nubabsco"), acquired the business
operations and operating assets of BABSCO, Inc. ("BABSCO"), located in
Elkhart, Indiana and having additional operations in Plymouth and Warsaw,
Indiana and Mt. Joy, Pennsylvania. The Corporation subsequently changed the
name of Nubabsco to BABSCO, Inc. BABSCO is a wholesale distributor of a full
line of electrical products to the Recreational Vehicle, Manufactured Housing
and Modular Housing industries, and to electrical contractors in the Northern
Indiana and Southern Michigan region.
The Registrant's operations are conducted from its headquarters and
distribution centers in Elkhart, Indiana and from 35 additional locations in
other areas of the United States. Through these locations, the Registrant is
able to service its customers who, in accordance with industry practice,
generally do not inventory significant quantities of items supplied by the
Registrant and, accordingly, require frequent deliveries.
(ii.) Distributed Products
The principal products manufactured by others and distributed by the
Registrant's subsidiary, Shelter Components of Indiana, Inc. are moulding,
exterior wood and vinyl siding, visqueen, gypsum board, carpeting, vinyl
flooring, parquet wood flooring, carpet padding, windows, plumbing, electrical
products and thermoformed bathroom products.
The principal products manufactured by others and distributed by the
Registrant's subsidiary, Thunander Corporation, are a wide variety of
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fasteners, hardware and power tools used in the production of both
Manufactured Homes and Recreational Vehicles. The principal products
manufactured by others and distributed by Klem Supply, Inc. are mill supplies
and machinery used by the industrial supply market. Thunander and Klem
distribute approximately 30,000 items. The fasteners include screws, bolts
and nuts of various sizes and dimensions. Hardware components include lock
sets, cabinet door pulls, hinges, door slides and drapery hardware. The power
tools and mill supplies are comprised principally of stationary power tools,
table saws, hoists and related equipment used in the manufacturing cycle,
including complete plant set-ups. Additional items include plastic film,
tape, glue, caulking, chemicals and abrasives.
The principal products manufactured by others and distributed by the
Registrant's BABSCO, Inc. subsidiary are wire, wiring devices, power
generators, circuit breakers, panels, and air conditioners.
In view of the variety of products distributed by the Registrant, its
customers are able to maintain low inventories by placing frequent orders to
meet their requirements for such items.
(iii.) Manufactured Products
The principal products manufactured by the Registrant's subsidiaries are
carpet, laminated wallboard products, and thermoformed bathroom products. One
of the Registrant's subsidiaries also processes yarn through its Yarntex
division for use in the manufacture of carpeting.
Carpet Manufacturing - Danube Carpet Mills, Inc. ("Danube") a subsidiary of
Shelter, is a manufacturer of carpet for the Manufactured Housing and
Recreational Vehicle industries. These industries require carpet of varying
widths, weights, colors and backing which to some extent differ from those
produced in the carpet industry in general. Substantially all of the
Registrant's carpet is tufted in-house. Tufting is the process of inserting
yarn into a primary back to form loops which may then be cut or left uncut,
depending upon the desired appearance. The tufted product is then sent to an
independent dyeing house where the desired color is achieved and is
subsequently returned to Danube's finishing plant where the dyed carpet is
bonded to a secondary backing. The finished rolls are then transferred to the
warehouse for final inspection and shipment to the customer. Danube can
generally deliver carpet within three to four days after receipt of the order.
Yarn Processing - Yarntex ("Yarntex") a division of Danube, twists and heat
sets yarn for the carpet industry and, to a lesser extent, for use by other
textile mills in the manufacture of other yarn related products.
Approximately 67% of Yarntex sales were made to Danube in 1995.
Laminated Wallboard - Design Components, Inc. ("Design") a subsidiary of
Shelter, manufactures laminated wallboard products and vinyl-wrapped
decorative mouldings primarily for the Manufactured Housing and Recreational
Vehicle industries and, to a lesser extent, manufactures laminated wall
display systems for the retail distribution industry. Decorative paper or
vinyl wall coverings are laminated onto 4'x 8' sheets of gypsum or lauan and
are shipped directly to the customers from one of Design's five manufacturing
facilities located in Indiana, Georgia, Tennessee, and Texas (2).
Thermoforming - Better Bath Components, Inc. ("Better Bath") and Duo-Form of
Michigan, Inc. ("Duo-Form") both subsidiaries of Registrant manufacture
bathtubs, shower enclosures and tub wall surrounds using the thermoforming
process. Thermoforming is the heating of plastic sheet to a softening
temperature and forcing the hot flexible material over a mold by the use of
mechanical and vacuum pressure. Allowed to cool, the plastic retains the
exact shape and detail of the mold. Better Bath manufactures primarily for
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the Manufactured Housing industry and Duo-Form manufactures primarily for the
Recreational Vehicle industry.
(iv.) Purchasing
The Registrant's purchases of products for distribution are from domestic and
foreign sources. In 1995, five unaffiliated suppliers accounted for
approximately 37% of consolidated purchases. The relationships with those
suppliers have been good and the Registrant does not have any reason to
anticipate that they will not continue.
The raw material used by the Registrant for its manufactured products are
generally available from a number of sources and the loss of any one source
would not have a material adverse effect on the Registrant.
The Registrant's purchases, primarily of fasteners, hardware, and plywood
include products manufactured in foreign countries, principally Korea,
Indonesia, Malaysia, China, and Taiwan. The Registrant also purchases
products from United States based distributors and/or affiliates of the
foreign manufacturers. Shipments of foreign manufactured products may be
delayed as a result of shipping difficulties, dock strikes, export and import
restrictions, and other factors beyond the control of the Registrant. The
Registrant generally makes purchases by purchase orders rather than long-term
contracts. Orders for U.S. manufactured products usually require one to two
months lead time and foreign products up to four months.
(v.) Industry Segment
The Registrant is engaged in only one industry segment; the manufacture and
wholesale distribution of products, components and tools for use principally
by the Manufactured Housing and Recreational Vehicle industries and to other
manufacturing companies.
According to the National Conference of States on Building Codes and
Standards, there were approximately 340,000, 304,000, and 254,000 manufactured
homes built in the United States in 1995, 1994 and 1993, respectively. Most
Manufactured Housing and Recreational Vehicle manufacturers do not maintain
significant inventories of parts and supplies as compared with their
production requirements. Distributors, including the Registrant, must
therefore bear the risk of making accurate advance estimates of customer
orders and maintaining adequate levels of inventories to meet the needs of
their customers. The Manufactured Housing and Recreational Vehicle supply and
distribution industry is generally fragmented, characterized by small and
medium size enterprises located throughout the country.
(vi.) Sales and Principal Customer
The Registrant's sales are conducted principally through its staff of 175
full-time salesmen. Sales are made by personal contact, principally by
visiting customer locations and by telephone contact. As of December 31,
1995, the Registrant had approximately 3,500 active customers, including one
(Fleetwood Enterprises, Inc.), which accounted for approximately 12% of the
Registrant's 1995 net sales.
The nature of the Registrant's business and the industry requires that the
Registrant be able to deliver orders promptly from its inventory and
consequently the Registrant does not generally have a significant backlog of
orders.
(vii.) Facilities
Because of the substantial expense in shipping Manufactured Homes,
manufacturers maintain production facilities in or close to the principal
market for these products. The Registrant maintains 11 manufacturing and
related facilities and 24 warehouse/distribution centers. Each warehouse/
distribution center and manufacturing facility is located in a major
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Manufactured Housing and/or Recreational Vehicle market and, consequently, the
Registrant's delivery time to its customers is minimized. The Registrant
generally purchases its principal products in truckload quantities and
maintains substantial inventories of these products in each of their
warehouse/distribution centers. Most of the products are
sold directly from the warehouse/distribution centers and delivered by the
Registrant's trucks, vans or by common carriers, with the balance shipped
directly from the product manufacturer's facilities to the customer. Although
the Registrant has had long-standing business relationships with many of its
customers, there are generally no exclusive or long-term contracts with them.
(viii.) Competition
The ability of the Registrant to compete as a supplier to the Manufactured
Housing and Recreational Vehicle industries is largely dependent on
maintaining an inventory of a wide variety of products, offering competitive
prices and being able to manufacture and deliver on short notice. Although
numerous manufacturers and distributors are engaged in this industry, the
Registrant believes it is one of the nation's largest wholesale distributors
of products used in the Manufactured Housing and Recreational Vehicle
industries, carrying what it believes to be a wider array of products than any
of its competitors.
(ix.) Employees
As of December 31, 1995, the Registrant had 1,352 full-time employees, of whom
175 were engaged in sales, 897 in warehouse, manufacturing and distribution
services, and 280 in administration. The Registrant has experienced no work
stoppage arising from labor disputes and considers employee relations to be
good. None of the employees are covered by collective bargaining agreements.
(x.) Seasonality
Sales in the Manufactured Housing and Recreational Vehicle industries are
usually seasonal in nature, with most units normally being sold in the period
from March through October. Historically, the Registrant's sales generally
tend to be greater during the second and third quarter of each calendar year
and lower during the first and last quarter of the calendar year. Operations
during the fourth quarter of 1995 were adversely affected by winter storms
that restricted the movement of finished manufactured homes and RVs by the
Corporation's customers to their retail dealerships. These conditions were
not experienced during the fourth quarters of 1994 and 1993.
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Item 2 - Properties
Set forth below is a brief summary of the properties which were owned or
leased by the Registrant as of December 31, 1995:
LOCATION SQUARE FOOTAGE USE OWNED OR LEASED
Elkhart, IN 5,000 Corporate Offices Owned
DISTRIBUTION
Elkhart, IN 75,000 Distribution Leased (a)
Elkhart, IN 15,000 Distribution Owned
Elkhart, IN 65,000 Distribution Owned
Elkhart, IN 40,000 Distribution Owned
Elkhart, IN 70,000 Distribution Owned
Elkhart, IN 21,500 Distribution Leased (b)
Plymouth, IN 5,000 Distribution Leased
Warsaw, IN 20,000 Distribution Leased (b)
Bear Creek, AL 55,000 Distribution Leased (a)
Phoenix, AZ 59,000 Distribution Leased
Ontario, CA 35,000 Distribution Leased
Concord, NC 55,000 Distribution Owned
Newton, KS 32,000 Distribution Leased
Valdosta, GA 73,000 Distribution Leased
Lakeland, FL 23,000 Distribution Leased
Milwaukie, OR 38,000 Distribution Leased
Morristown, TN 20,000 Distribution Leased
Ft. Worth, TX 91,000 Distribution Leased
Ft. Worth, TX 42,000 Distribution Owned
Ft. Worth, TX 6,000 Distribution Leased
Moultrie, GA 10,000 Distribution Owned
Lancaster, PA 43,000 Distribution Leased
Leola, PA 13,000 Distribution Owned
Mt. Joy, PA 24,000 Distribution Leased
MANUFACTURING
Ft. Oglethorpe, GA 78,000 Carpet Tufting Owned
Ft. Oglethorpe, GA 20,000 Warehouse-Carpet Owned
Ft. Oglethorpe, GA 35,000 Warehouse-Yarn Owned
Chattanooga, TN 74,000 Carpet Finishing Owned
Chattanooga, TN 63,000 Warehouse-Carpet Owned
Lafayette, GA 73,000 Yarn Processing Owned
Waxahachie, TX 100,000 Thermoforming Leased (a)
Edwardsburg, MI 70,000 Thermoforming Owned
Elkhart, IN 74,000 Laminating Owned
Elkhart, IN 12,000 Assembly Leased (b)
Elkhart, IN 20,000 Warehouse-Laminating Owned
Tifton, GA 22,000 Laminating Owned
Madisonville, TN 38,000 Laminating Leased
Mansfield, TX 25,000 Laminating Owned
Temple, TX 44,000 Laminating Leased
(a) These properties are leased from a partnership that is primarily owned by
certain officers and directors of the Registrant. The rentals are believed to
be as low or lower than could be obtained from an independent third party.
The Corporation exercised its option to purchase these facilities in February
1996 at a cost of $3.6 million.
(b) These properties are being leased from one of the officers of the
Registrant at rental rates believed to be as low or lower than could be
obtained from an independent third party.
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Management believes that the present facilities and the equipment therein are
in good repair and are adequate to meet current requirements.
Item 3 - Legal Proceedings
The Registrant is not involved in any material litigation.
Item 4 - Submission of Matters to a Vote of Security Holders
No matters were submitted during the quarter ended December 31, 1995 to a vote
of security holders.
PART II
Item 5 - Market for Registrant's Common Equity and Related Shareholder Matters
The information included under the caption "Securities Information" in Exhibit
13 of this Form 10-K report is incorporated herein by reference in response to
this item.
Item 6 - Selected Financial Data
The information included under the caption "Selected Financial Data" in
Exhibit 13 of this Form 10-K report is incorporated herein by reference in
response to this item.
Item 7 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information included under the caption ""Management's Discussion and
Analysis of Financial Condition and Results of Operations" in Exhibit 13 of
this Form 10-K report is incorporated herein by reference in response to this
item.
Item 8 - Financial Statements and Supplementary Data
The information included in Exhibit 13 of this Form 10-K report is
incorporated herein by reference in response to this item.
Item 9 - Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
The Corporation changed independent accountants effective October 16, 1995.
Information related to the change was filed with the SEC on October 23, 1995
on Form 8-K. There were no disagreements with accountants on accounting and
financial disclosure.
PART III
Item 10 - Directors and Executive Officers of the Registrant
(a) Directors - The information included under the caption "Election of
Directors" in the Registrant's definitive Proxy Statement filed pursuant to
Regulation 14A in connection with its 1996 Annual Meeting of Shareholders (the
"Proxy Statement") is incorporated herein by reference in response to this
item.
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(b) Executive Officers -
Date
Name of Officer and Age as of First Elected Principal Occupation
Positions/Offices February 29, to Executive & Employment During
Presently Held 1996 Office Past Five Years
Larry D. Renbarger 57 1987 President and Chief
President, Chief Executive Officer of
Executive Officer and the Corporation since
Director May 1992; prior to
that, Mr. Renbarger
was President of
Shelter Components of
Indiana, Inc., a sub-
sidiary of the
Corporation.
Gerald R. Stults 47 1995 Prior to joining the
Executive Vice President Corporation in August
and Chief Operating Officer 1995, Mr. Stults was
President and owner of
BABSCO, Inc. from Jan-
uary 1981 until Jan-
uary 1995 when the
Corporation acquired
BABSCO, Inc. from him.
Mark C. Neilson 37 1987 Vice President of
Vice President of Finance, Secretary and
Finance, Secretary Treasurer of the
and Treasurer and Corporation.
Director
James E. DeCraene 51 1993 Prior to joining the
Vice President of Corporation in 1993, Mr.
Planning and Development DeCraene was Vice
President and General
Manager of Harmon Glass
Corporation from 1982
through 1992.
Item 11 - Executive Compensation
The information included under the captions "Meetings and Committees of the
Board of Directors", "Director Compensation", "Executive Compensation",
"Compensation Committee Report on Executive Compensation", "Amendments to Key
Employees Stock Incentive Plan", and "Employees' Savings and Investment Plan"
in the Proxy Statement is incorporated herein by reference in response to this
item.
Item 12 - Security Ownership of Certain Beneficial Owners and Management
The information contained under the captions "Principal Shareholders and
Management Ownership" in the Proxy Statement is incorporated herein by
reference in response to this item.
Item 13 - Certain Relationships and Related Transactions
The information contained under the caption "Transactions With Management and
Directors" in the Proxy Statement is incorporated herein by reference in
response to this item.
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PART IV
Item 14 - Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) Documents Filed as Part of This Report
1. Financial Statements:
The information included under the captions "Consolidated Balance
Sheets", "Consolidated Statements of Income", "Consolidated Statements
of Shareholders' Equity", "Consolidated Statements of Cash Flows",
"Notes to Consolidated Financial Statements", and "Report of
Independent Accountants" in Exhibit 13 of this Form 10-K is
incorporated herein by reference in response to this item. The
"Report of Independent Accountants" for 1994 and 1993 appears on page
13 of this Form 10-K report.
2. Financial Statement Schedule: Page
Report of Independent Accountants on
Financial Statement Schedule - 1995 12
Report of Independent Accountants on
Financial Statement Schedule - 1994 and 1993 13
Schedule II - Valuation and Qualifying Accounts 14
Schedules other than listed above are omitted because they are not
required or the information is included in the Notes to Consolidated
Financial Statements.
3. Exhibits
See Index to Exhibits on page 15.
(b) Reports on Form 8-K
Form 8-K was filed on October 23, 1995 announcing the change in
independent accountants.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
SHELTER COMPONENTS CORPORATION
(Registrant)
Dated: March 27, 1996 By: /S/ Larry D. Renbarger
Larry D. Renbarger, President, Chief
Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Dated: March 27, 1996 By: /S/ Larry D. Renbarger
Larry D. Renbarger
President, Chief Executive Officer and
Director
Dated: March 27, 1996 By: /S/ Mark C. Neilson
Mark C. Neilson
Treasurer, Secretary and Director
(Principal Financial and Accounting
Officer)
Dated: March 27, 1996 By: /S/ William N. Harper
William N. Harper
Chairman of the Board and Director
Dated: March 27, 1996 By: /S/ Ronald D. Minzey
Ronald D. Minzey
Director
Dated: March 27, 1996 By: /S/ William B. Riblet
William B. Riblet
Director
Dated: March 27, 1996 By: /S/ Richard E. Summers
Richard E. Summers
Director
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SHELTER COMPONENTS CORPORATION
INDEX TO FINANCIAL STATEMENTS
The financial statements and supplementary data of Shelter Components
Corporation and its consolidated subsidiaries, together with the report
thereon of Price Waterhouse LLP dated February 15, 1996, appearing on pages 16
through 37 of this Form 10-K report are incorporated by reference in this Form
10-K Annual Report. The report of predecessor independent accountants for the
years ended December 31, 1994 and 1993 appears on page 13 of this Form 10-K
Annual Report. The following additional financial data should be read in
conjunction with such financial statements. Schedules not included with this
additional financial data have been omitted because they are not applicable
or the required information is shown in the financial statements or notes
thereto.
Additional Information: Page
Report of Independent Accountants on
Financial Statement Schedule - 1995 12
Report of Independent Accountants on
Financial Statement Schedule - 1994 and 1993 13
Schedule II 14
Index to Exhibits 15
Consolidated Financial Statements and Notes
to Consolidated Financial Statements 22-34
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REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
Shelter Components Corporation:
Our audit of the consolidated financial statements referred to in our report
dated February 15, 1996 appearing in the 1995 Annual Report to Shareholders of
Shelter Components Corporation (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed in Item
14(a) of this Form 10-K as of and for the year ended December 31, 1995. In
our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein as of and for the year
ended December 31, 1995 when read in conjunction with the related consolidated
financial statements.
The financial statements and the financial statement schedule of Shelter
Components Corporation for the years ended December 31, 1994 and 1993 were
audited by other independent accountants, whose report dated February 7, 1995,
except as to the information presented in footnote 4 for which the date was
March 27, 1995, expressed an unqualified opinion on those statements.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
South Bend, Indiana
February 15, 1996
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Board of Directors of
Shelter Components Corporation:
We have audited the consolidated financial statements and the financial
statement schedule of Shelter Components Corporation and subsidiaries as of
December 31, 1994, and for each of the two years in the period ended December
31, 1994, as listed in Items 14(a)(1) and 14(a)(2) of this Form 10-K. These
financial statements and financial statement schedule are the responsibility
of the Corporation's management. Our responsibility is to express an opinion
on these financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Shelter
Components Corporation and subsidiaries as of December 31, 1994, and the
consolidated results of their operations and their cash flows for each of the
two years in the period ended December 31, 1994, in conformity with generally
accepted accounting principles. In addition, in our opinion, the financial
statement schedule referred to above, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.
/s/ Coopers & Lybrand L.L.P.
Elkhart, Indiana
February 7, 1995, except as to the
information presented in Note 4,
for which the date is March 27, 1995.
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SHELTER COMPONENTS CORPORATION
AND SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1995, 1994 and 1993
Column A Column B Column C Column D Column E
Balance at Charged to Charged to Balance
Beginning Costs and Other Deductions at End
Description of Year Expenses Accounts (a) of Year
Allowance for doubt-
ful receivables de-
ducted from accounts
receivable, trade,
in the consolidated
balance sheet:
1995 $500,000 $181,000 $ -0- $181,000 $500,000
1994 567,000 (21,000) -0- 46,000 500,000
1993 577,000 27,000 -0- 37,000 567,000
Accrual for costs
associated with
moving the Yarntex,
Inc. operations to
a new facility in
early 1993,included
in accrued expenses
in the consolidated
balance sheet:
1993 $200,000 $ -0- $ -0- $200,000 $ -0-
(a) Losses, net of recoveries.
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SHELTER COMPONENTS CORPORATION
FORM 10-K
December 31, 1995
Index to Exhibits
Number Assigned Sequential Number-
in Regulation ing System Page
S-K,Item 601 Description of Exhibit Number of Exhibit
- -----------------------------------------------------------------------------
(3) 3.1+ Certificate of Incorporation, as amended
3.2+ By-Laws, as amended
(4) No exhibit
(9) No exhibit
(10) 10.8+ Employee Incentive Stock Option Plan
10.20* Asset Purchase Agreement for purchase of
E'Con Mills, Inc. Agreement dated January
22, 1992, including Exhibit S-2, Non-
Compete Agreement with Anthony Bell
10.23++ Note Agreement, dated March 4, 1993 between
the Registrant and Massachusetts Mutual Life
Insurance Corporation
10.24** Asset Purchase and Sale Agreement for pur-
chase of Design Time, Inc. dated October 7,
1993, including Exhibits 5.1 (Non-Compete
Agreement) and 5.3 (Consulting Agreement)
10.27+++ Asset Purchase and Sale Agreement for pur-
chase of BABSCO, Inc. dated January 27, 1995
10.28*** Amended Note Agreement dated February 21, 1995
between the Registrant and Massachusetts Mutual
Life Insurance Corporation (amends 10.23)
10.29*** Note Agreement dated February 21, 1995 between
the Registrant and Massachusetts Mutual Life
Insurance Corporation
10.30*** Revolving Credit Agreement dated March 27, 1995
between the Registrant and Society National
Bank, Indiana
(11) No exhibit
(12) No exhibit
(13) Portion of the Registrant's 1995 Annual Report to 16 - 37
Shareholders
(16) No exhibit
(18) No exhibit
(19) No exhibit
(21) Subsidiaries of the Registrant 38
(22) No exhibit
(23) No exhibit
(24) No exhibit
(27) Financial Data Schedule 39
(28) No exhibit
+ Filed as an exhibit to Registration Statement File No. 2-80714-C and
hereby incorporated by reference thereto.
* Filed as an Exhibit to the Corporation's report on Form 8-K dated
February 15, 1992, and hereby incorporated by reference thereto.
++ Filed as an exhibit to the Corporation's report on Form 10-K dated
March 26, 1993 and hereby incorporated by reference thereto.
** Filed as an exhibit to the Corporation's report on Form 8-K dated
October 15, 1993 and hereby incorporated by reference thereto.
+++ Filed as an exhibit to the Corporation's report on Form 8-K dated
January 30, 1995 and hereby incorporated by reference thereto.
*** Filed as an exhibit to the Corporation's report on Form 10-K dated March
28, 1995 and hereby incorporated by reference thereto.
- 15 -
<PAGE>
SHELTER COMPONENTS CORPORATION Exhibit 13
PORTIONS OF ANNUAL REPORT TO SHAREHOLDERS
INCORPORATED BY REFERENCE INTO FORM 10-K
SELECTED FINANCIAL DATA
OPERATING RESULTS DATA Years ended December 31
(in thousands, except per share data)
1995 1994 1993 1992 1991
Net sales $462,323 $333,104 $236,958 $193,627 $142,481
Net income 10,038 8,697 6,562 4,220 1,160
Net income per share:
Primary 1.63 1.49 1.13 .77 .21
Fully diluted 1.63 1.49 1.13 .73 .21
Cash dividends per share .06 .06 .04 .01 _
Weighted average shares:
Primary 6,144 5,840 5,792 5,487 5,388
Fully diluted 6,158 5,842 5,815 5,778 5,657
Operating results data include the results of acquired businesses from the
dates of acquisition (BABSCO, Inc. - January 1, 1995; TATCO, Inc. - May 2,
1994; Design Components, Inc. - October 7, 1993; and E'Con Mills, Inc. -
January 31, 1992.)
All share and per share data have been adjusted for stock splits.
[Graphic - In the margin of the presentation of "SELECTED FINANCIAL DATA"
in the annual report to shareholders are three charts.
1. The top chart presents the Corporation's "Net Sales" trend for five
years. The X axis shows the years 1991 through 1995. The Y axis
represents net sales dollars, in millions.
2. The middle chart presents the Corporation's "Net Income" trend for five
years. The X axis shows the years 1991 through 1995. The Y axis
represents net income, in millions.
3. The bottom chart presents the Corporation's "Earnings per Share" trend
for five years. The X axis shows the years 1991 through 1995. The Y
axis represents fully-diluted earnings per share.]
BALANCE SHEET DATA As of December 31
(in thousands)
1995 1994 1993 1992 1991
Working capital $ 41,729 $ 40,776 $ 22,998 $ 21,148 $ 16,566
Total assets 107,414 87,332 61,917 47,647 38,537
Long-term debt, net of
current maturities 19,596 21,824 11,766 9,695 8,152
Shareholders' equity 51,168 38,116 29,729 23,336 19,061
- 16 -
<PAGE>
QUARTERLY RESULTS
Presented below is certain selected quarterly financial information for the
years ended December 31, 1995 and 1994: (in thousands, except per share
data)
First Second Third Fourth 1995
1995 Quarter Quarter Quarter Quarter Total
Net sales $108,898 $116,406 $119,349 $117,670 $462,323
Gross profit 16,471 16,857 17,638 17,582 68,548
Net income 2,423 2,629 2,905 2,081 10,038
Earnings per
common share: .40 .43 .47 .34 1.63
First Second Third Fourth 1994
1994 Quarter Quarter Quarter Quarter Total
Net sales $ 70,930 $ 84,124 $ 87,070 $ 90,980 $333,104
Gross profit 11,534 12,803 13,368 13,591 51,296
Net income 1,820 2,162 2,356 2,359 8,697
Earnings per
common share: .31 .37 .40 .40 1.49
The sum of quarterly earnings per share for the four quarters may not equal
annual earnings per share due to changes in the average common and common
equivalent shares.
[Graphic - In the margin of the presentation of "QUARTERLY RESULTS" in the
annual report to shareholders are two charts.
1. The top chart presents the Corporation's "Net Sales by Quarter" for
1994 and 1995. The X axis shows the captions for "1st", "2nd", "3rd",
and "4th" quarters. The Y axis represents net sales dollars, in
millions.
2. The bottom chart presents the Corporation's "Earnings per Share by
Quarter" for 1994 and 1995. The X axis shows the captions for "1st",
"2nd", "3rd", and "4th" quarters. The Y axis represents earnings per
share.]
- 17 -
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
SIGNIFICANT FACTORS
The following discussion includes the financial condition, results of
operations, and liquidity for the Corporation and its subsidiaries as of
December 31, 1995 and 1994 and for the three years ended December 31, 1995.
The 1995 results include the acquired electrical distribution operations of
BABSCO, Inc. ("BABSCO") which was acquired on January 1, 1995 and the 1993
results include three months of the acquired laminating operations of Design
Components, Inc. ("Design Components"), which was purchased October 7, 1993.
Proforma information on the results of these acquisitions are reflected in
Note 9 of the Notes to Consolidated Financial Statements.
RESULTS OF OPERATIONS
The following table sets forth the consolidated statements of income for the
years ended December 31, 1995, 1994 and 1993 expressed as a percentage of net
sales:
Years Ended December 31,
1995 1994 1993
Net sales 100.0% 100.0% 100.0%
Cost of sales 85.2 84.6 83.7
Gross profit 14.8 15.4 16.3
Other operating income-commissions .7 .9 .8
15.5 16.3 17.1
Selling, general, and
administrative expenses 11.4 11.7 12.3
Operating income 4.1 4.6 4.8
Interest expense, net .5 .3 .2
Income before income taxes 3.6 4.3 4.6
Income taxes 1.4 1.7 1.8
Net income 2.2% 2.6% 2.8%
1995 COMPARED TO 1994
Net sales increased by $129 million (39%) in 1995 from 1994. The 39% increase
consisted of 18% attributable to the acquired electrical distribution
operations of BABSCO and 21% by the other operating units of the Corporation.
The 21% increase in comparable sales compared favorably with the 12% increase
in homes produced in 1995 compared to 1994 by the Corporation's largest
market, Manufactured Housing, which reported 340,000 homes produced in 1995
compared to 304,000 homes produced in 1994. Sales to the Manufactured Housing
industry represent approximately 75% of the Corporation's net sales. The
Corporation improved its market share in 1995, particularly in decorative
wallboard (produced by Design Components) and in the Corporation's building
products distribution operations, as sales in new territories continued to
grow.
Management estimates that less than 3% of the sales increase during 1995,
compared with 1994, was due to selling price increases.
Gross profit margins were 14.8% and 15.4% of net sales for 1995 and 1994,
respectively. The reduction of gross profit margins in 1995 reflects the
increased sales of lower margin laminated decorative wallboard and other
building products at a faster growth rate than certain of the Corporation's
other products. Also, the increased demand for truckload quantities of
product on a "direct ship" basis had a slightly adverse impact on overall
gross margins. Management anticipates that pressure on gross margins will
continue in 1996, as the Manufactured Housing and Recreational Vehicle
industries continue to experience consolidation of producers and suppliers
alike. Strategies are in place to attempt to stabilize gross margins at 1995
levels.
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<PAGE>
Commission income is earned by the Corporation for selling, warehousing, and
delivering certain products for a number of unaffiliated manufacturers of
building products and components with which the Corporation has distribution
agreements. During 1995, the Corporation's commission rate was reduced by a
certain supplier, resulting in less commission income during the year on
greater sales than in 1994.
Selling, general and administrative expenses decreased from 11.7% of net sales
in 1994 to 11.4% in 1995. The reduction in this percentage reflects the
Corporation's capacity to increase sales without a proportionate increase in
fixed costs. As the Corporation moves forward into 1996, the further
reduction of these expenses as a percentage of net sales will be a key element
of management's efforts to improve net profit margins.
Interest expense increased from $1.0 million in 1994 to $2.5 million in 1995
due to the debt incurred and assumed in connection with the January 1995
acquisition of the operations and net assets of BABSCO. The increase also
reflects higher prevailing short-term borrowing rates on working capital debt
outstanding during 1995 as compared to short-term borrowing rates in 1994.
Federal and state income taxes as a percentage of income before income taxes
were 39% for 1995 and 1994.
Net income as a percentage of net sales was 2.2% and 2.6% for 1995 and 1994,
respectively. The primary cause of the decline in this percentage was the
acquisition of BABSCO in 1995. BABSCO accounted for 13% of 1995 net sales and
less than 2% of net income. The addition of these operations had a .3%
adverse effect on 1995 net income as a percentage of net sales. The remaining
decline of .1% is a result of the decline in gross margins as a percentage of
net sales, as discussed above.
1994 COMPARED TO 1993
Net sales increased by $96 million (41%) in 1994 as compared to 1993. The 41%
increase in net sales compared favorably to the 20% increase in the total home
production reported by the Corporation's primary market, the Manufactured
Housing industry. In 1994, 304,000 manufactured homes were produced in the
United States compared to 254,000 homes produced in 1993. The inclusion of a
full year of the operations of Design Components (acquired in October 1993)
accounted for $20 million of the sales growth and the increased sales of
Design Components and the other operating subsidiaries of the Corporation
accounted for the remaining $76 million. The Corporation continued to improve
its market share by increasing sales of electrical products, as well as
expanding into new territories, specifically Arizona and Pennsylvania in 1994.
Gross profit margins were 15.4% and 16.3% of net sales for 1994 and 1993,
respectively. Gross margins were adversely impacted in 1994 by continued
intense competition for market share from other suppliers, as well as
temporary absorption of material cost increases experienced in various
distributed and manufactured product lines during the year. The gross margins
experienced by the Corporation's laminating operations (Design Components)
were below the Corporation's consolidated average margins and had a .4%
adverse impact on 1994 gross profit margins compared to 1993. In addition,
the Corporation's distribution sales, which generally yield lower gross profit
margins than the Corporation's average, increased by a greater degree than its
manufacturing sales, thus reducing consolidated gross margins.
Commission income increased by 68% from $1.9 million in 1993 to $3.1 million
in 1994. Commission income in 1994 increased more rapidly than net sales as a
result of the acquisition of the operations of TATCO, Inc., which had a
distribution agreement with the Corporation's wood moulding supplier.
Selling, general, and administrative expenses were 11.7% and 12.3% of net
sales for 1994 and 1993, respectively. The reduction in this percentage
- 19 -
<PAGE>
reflects the Corporation's capacity to handle the increase in sales
experienced in 1994 without having to proportionately increase its fixed
operating costs.
Interest expense increased from $.7 million in 1993 to $1.0 million in 1994
due to rising short-term borrowing rates experienced in 1994, as well as
increased outstanding borrowings required to support the higher working
capital requirements of operations during 1994. The increase in interest
expense also reflects the inclusion of the Corporation's investment in the
operations of Design Components for the full year of 1994 compared to three
months of 1993.
Federal and State income taxes as a percentage of income before income taxes
were 39% for 1994 and 1993.
Net income was 2.6% and 2.8% of net sales for 1994 and 1993, respectively.
The reduction in this return is directly attributed to the losses experienced
by the Corporation's laminating subsidiary, Design Components. These
operations had a .4% adverse effect on 1994 net income as a percentage of net
sales and a .1% adverse effect for 1993. The results of operations for Design
Components were adversely affected in 1994 by significant raw material cost
increases coupled with very competitive conditions for laminated gypsum and
plywood wallboard products.
LIQUIDITY AND CAPITAL RESOURCES
The Corporation's cash flows from operating activities during 1995 were $11.9
million, reflecting net income of $10.0 million plus depreciation and
amortization totalling $2.9 million. Working capital increased $1.0 million
due to modest changes in accounts receivable and inventories during 1995. The
percentage increase in accounts receivable at December 31, 1995 was less than
the percentage increase in net sales for the year due to slower sales during
the latter part of December 1995, due to inclement weather, compared to the
same period in 1994. The reduction in inventories of $1.5 million (excluding
the acquired electrical operations) is attributed to improved management of
wholesale distribution inventories aided by computer systems installed in
1994. In late 1994, the Corporation built its inventory levels to take
advantage of certain special pricing discounts and to defer cost increases on
certain distributed products. These situations did not occur in late 1995,
and accordingly, the Corporation was able to reduce its inventory levels and
improve its cash flows from operating activities compared to 1994.
Cash used in investing activities during 1995 totalled $3.3 million,
consisting primarily of $2.8 million of 1995 capital expenditures and $.4
million in cash paid at the closing date for the acquisition of BABSCO.
Capital expenditures in 1995 included the purchase of a new corporate office
building in Elkhart, Indiana at a cost of approximately $500,000. In 1996,
the Corporation anticipates spending approximately $6.2 million to acquire
real estate and expand facilities, certain of which are currently under
operating leases (See Note 8 of the Notes to Consolidated Financial
Statements). Capital expenditures in 1996 for non-real estate investments are
anticipated to be approximately equal to the Corporation's $2.0 million budget
for depreciation.
Cash flows used in financing activities during 1995 totalled $8.6 million, as
the Corporation applied all of its net cash flows from operating activities
($11.9 million) less investing activities ($3.3 million) to reduce long-term
debt. Total interest bearing debt increased, however, by $2.7 million to
$26.3 million at December 31, 1995 compared with $23.6 million at December
31, 1994 as a total of $11.3 million of debt was assumed or issued in
connection with the January 1995 acquisition of BABSCO. The ratio of debt to
total capitalization was 34% at December 31, 1995 compared to 38% at December
31, 1994 and 49% in January 1995 immediately following the acquisition of
BABSCO.
- 20 -
<PAGE>
Management believes its financial condition to be strong as of December 31,
1995 and anticipates that its operations will continue to generate adequate
cash flows to meet its seasonal working capital and capital expenditures
requirements. Real estate investments totalling approximately $6.2 million
are expected to be financed using the Corporation's $25 million revolving bank
credit facility, which had no outstanding borrowings at December 31, 1995.
SEASONALITY
The Corporation's primary markets, the Manufactured Housing and Recreational
Vehicle industries typically shut down for a week in early July and for a week
over the Christmas holidays. Operations during the fourth quarter of 1995
were adversely affected by winter storms that restricted the shipment of
finished manufactured homes and RV's by the Corporation's customers to their
retail dealerships. These conditions were not experienced during the fourth
quarter of 1994 or 1993.
INFLATION
Generally, the impact of inflation and changing prices had a minimal impact on
operating results as increases in selling prices have closely followed
increases in material costs. During late 1995, however, the Corporation
temporarily absorbed certain product cost increases because of competitive
market conditions. These increases combined with competitive market
conditions for certain distributed products adversely impacted the
Corporation's overall gross profit margins during 1995.
During 1994, the Corporation temporarily absorbed certain manufacturing
material cost increases because of competitive market conditions. Significant
raw material increases, combined with competitive market conditions for
laminated gypsum wallboard products, adversely impacted the gross profit
margins of Design Components during 1994.
OUTLOOK FOR 1996
The Corporation increased its net sales by 225% between 1991 and 1995 through
acquisitions, increasing market share, regional expansion and increased demand
in its primary market, Manufactured Housing. Management believes that the
1996 growth rate for Manufactured Housing will be approximately 5-8% in terms
of homes produced.
The Corporation's strategies for 1996 and beyond will focus on achieving
operating efficiencies to improve net income and net operating margins. The
Corporation will also continue to seek strategic acquisitions and new product
lines that enhance its position in the marketplace as a premier supplier to
the markets it serves, as well as increasing shareholder value.
- 21 -
<PAGE>
CONSOLIDATED BALANCE SHEETS
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
as of December 31, 1995 and 1994
(in thousands, except share and per share data)
ASSETS 1995 1994
Current assets
Cash $ 24 $ 19
Trade receivables, less allowance for doubtful
receivables, 1995 and 1994 - $500 25,452 20,985
Inventories 50,049 44,766
Deferred income taxes 1,412 1,285
Prepaid expenses and other 457 258
Total current assets 77,394 67,313
Property, plant and equipment, net 17,587 14,403
Cost in excess of net assets acquired, net of
accumulated amortization, 1995 - $1,125 and
1994 - $576 11,554 4,290
Other assets 879 1,326
Total assets $107,414 $ 87,332
LIABILITIES AND SHAREHOLDERS' EQUITY 1995 1994
Current liabilities
Note payable $ 4,723 $ _
Current maturities of long-term debt 2,009 1,810
Accounts payable, trade 23,159 19,991
Accrued liabilities
Salaries and wages 2,015 1,874
Income taxes 43 461
Other 3,716 2,401
Total current liabilities 35,665 26,537
Long-term debt 19,596 21,824
Deferred income taxes 944 855
Other deferred liabilities 41 -
Commitments (Note 8)
Shareholders' equity
Preferred stock, $.01 par value;
authorized and unissued 1,000,000 shares - -
Common stock, $.01 par value; authorized
10,000,000 shares, issued 1995 - 6,098,969 shares
and 1994 - 5,829,911 shares 61 58
Additional paid-in capital 11,613 8,399
Retained earnings 39,545 29,867
51,219 38,324
Less, Treasury stock, at cost, 1995 -
26,767 shares and 1994 - 110,155 shares 51 208
Total shareholders' equity 51,168 38,116
Total liabilities and shareholders' equity $107,414 $ 87,332
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE>
CONSOLIDATED STATEMENTS OF INCOME
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
For the years ended December 31, 1995, 1994 and 1993
(in thousands, except per share data)
1995 1994 1993
Net sales $462,323 $333,104 $236,958
Cost of sales 393,775 281,808 198,311
Gross profit 68,548 51,296 38,647
Other operating income -
commissions 3,005 3,111 1,851
71,553 54,407 40,498
Selling, general and
administrative expenses 52,709 39,136 29,120
Operating income 18,844 15,271 11,378
Interest income 142 38 80
Interest expense (2,472) (1,035) (696)
Income before income taxes 16,514 14,274 10,762
Income taxes 6,476 5,577 4,200
Net income $ 10,038 $ 8,697 $ 6,562
Net income per share (Note 6) $ 1.63 $ 1.49 $ 1.13
Weighted average common and
common equivalent shares
outstanding 6,144 5,840 5,792
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE>
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
For the years ended December 31, 1995, 1994 and 1993
(in thousands, except per share data)
Additional
Common Paid-In Retained Treasury
Stock Capital Earnings Stock Total
Balance at
January 1, 1993 $ 39 $ 8,400 $15,187 $ (290) $ 23,336
Exercise of
stock options - 14 - 44 58
Three-for-two stock
split 19 (19) - - -
Cash dividends
($.04 per share) - - (227) - (227)
Net income - - 6,562 - 6,562
Balance at
December 31, 1993 58 8,395 21,522 (246) 29,729
Exercise of
stock options - 4 - 38 42
Cash dividends
($.06 per share) - - (346) - (346)
Cash paid in lieu
of fractional
shares - - (6) - (6)
Net income - - 8,697 - 8,697
Balance at
December 31, 1994 58 8,399 29,867 (208) 38,116
Exercise of
stock options - 171 - 157 328
Cash dividends
($.06 per share) - - (360) - (360)
Issuance of common
shares in connection
with a business
acquisition (Note 9) 3 2,923 - - 2,926
Tax benefit from
early sale of stock
acquired with options - 120 - - 120
Net income - - 10,038 - 10,038
Balance at
December 31, 1995 $ 61 $11,613 $39,545 $ (51) $51,168
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE>
CONSOLIDATED STATEMENTS OF CASH FLOWS
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
For the years ended December 31, 1995, 1994 and 1993
(in thousands)
1995 1994 1993
Cash flows from operating activities
Net income $ 10,038 $ 8,697 $ 6,562
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities:
Depreciation 1,930 1,508 1,217
Amortization 967 524 223
(Gain) loss on sales of property,
plant and equipment 11 (53) (8)
Deferred income taxes (38) (130) 116
Changes in certain assets and liabili-
ties, excluding effects from acquisitions:
Trade receivables (1,346) (6,327) (4,939)
Inventories 1,481 (17,484) (1,354)
Prepaid expenses and other (154) 167 (163)
Accounts payable, trade (1,159) 6,479 (108)
Other current liabilities 172 (183) 210
Net cash provided by (used in)
operating activities 11,902 (6,802) 1,756
Cash flows from investing activities
Proceeds from sales of property, plant
and equipment 51 120 145
Acquisitions of property, plant
and equipment (2,790) (2,136) (938)
Acquisitions of businesses, net of
cash acquired (732) (732) (2,144)
Other, net 180 132 160
Net cash used in
investing activities (3,291) (2,616) (2,777)
Cash flows from financing activities
Proceeds from issuance of debt 171,697 100,382 33,110
Repayment of debt (180,271) (90,652) (31,916)
Proceeds from exercise of stock options 328 42 58
Cash dividends paid (360) (346) (227)
Other, net - (6) -
Net cash (used in) provided by
financing activities (8,606) 9,420 1,025
Increase in cash 5 2 4
Cash, beginning of year 19 17 13
Cash, end of year $ 24 $ 19 $ 17
Supplemental disclosures of cash flow
information
Cash paid during the year for:
Interest $ 2,516 $ 979 $ 631
Income taxes 6,894 5,940 3,950
Non-cash investing and financing activities
Reclassification of short-term
borrowings to reflect debt refinancing - 8,000 -
Obligations assumed in business acquisitions 9,438 897 7,558
Short-term debt issued in business acquisition 1,500 - -
Long-term debt issued in business acquisition 5,522 - -
Common stock issued in business acquisition 2,926 - -
The accompanying notes are an integral part of these consolidated financial
statements.
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<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1: NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Business - Shelter Components Corporation and subsidiaries
(individually and collectively referred to as the "Corporation") manufacture
and distribute products and materials primarily for use by the Manufactured
Housing, Modular Housing and Recreational Vehicle industries.
Significant Accounting Policies:
Principles of Consolidation - The consolidated financial statements include
the accounts of the Corporation and its wholly-owned subsidiaries. All
intercompany balances and transactions have been eliminated.
Inventories - Inventories are stated at the lower of cost or market, with cost
determined by the first-in, first-out method.
Property, Plant and Equipment - Property, plant and equipment are carried at
cost less accumulated depreciation. Depreciation is computed primarily by the
straight-line method over the estimated useful lives of the assets. Upon sale
or retirement of property, plant and equipment, the asset cost and related
accumulated depreciation are removed from the accounts and any resulting gain
or loss is included in income.
Intangibles - Noncompete agreements are amortized on a straight-line basis
over the terms of the related agreements (3 to 5 years). The excess of
acquisition cost of acquired businesses over the fair value of net assets
acquired ("goodwill") is amortized, using the straight-line method, over
periods ranging from 10 to 40 years. The Corporation periodically reviews the
carrying value of goodwill to assess recoverability and impairments are
recognized in operating results when a permanent diminution in value has
occurred.
Income Taxes - Deferred income taxes are determined using the liability method
in accordance with Statement of Financial Accounting Standards (SFAS) No. 109
"Accounting for Income Taxes".
Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenue and expense during the reporting
period. Actual results could differ from those estimates.
Pending Accounting Changes - In October 1995, the Financial Accounting
Standards Board issued SFAS No. 123, "Accounting for Stock-Based
Compensation". This pronouncement, which becomes effective in 1996,
establishes financial accounting and reporting standards for stock-based
employee compensation plans. This statement requires a company to determine
the fair value of its options at the date of grant and either record the fair
value as compensation expense in the income statement or disclose the
pro-forma impact of such compensation on net income and earnings per share in
the notes to the financial statements. The Corporation has elected to adopt
the disclosure method of presentation and such disclosure will be made in the
1996 financial statements.
Also, in 1995, the Financial Accounting Standards Board issued SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
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<PAGE>
to Be Disposed Of." The Corporation is required to adopt this pronouncement
in 1996. The Corporation does not anticipate that the adoption of this
pronouncement will have a significant impact on the financial condition or
results of operations of the Corporation.
Fair Value of Financial Instruments - The fair value of all financial
instruments where the face value differs from the fair value are estimated
based upon quoted amounts or the use of current rates available for similar
financial instruments. If fair value accounting had been used at December 31,
1995 instead of the historic basis of accounting used in the financial
statements, long-term debt would exceed the reported level by approximately
$1.5 million.
Product Warranty Expense - Provisions are made currently for the estimated
future costs that will be incurred under product warranties presently in
force.
Revenue Recognition and Concentration of Credit Risk - Revenue from product
sales is recognized at the time of shipment and commissions are recognized as
earned on an accrual basis. Although the Corporation has a concentration of
credit risk in the Manufactured Housing and Recreational Vehicle industries,
there is no geographical concentration of credit risk. In 1995, 1994 and 1993
the Corporation had one customer that accounted for 12%, 10% and 12%,
respectively, of net sales. The Corporation performs an ongoing credit
evaluation of its customers' financial condition, and credit is extended to
customers on an unsecured basis. Future credit losses are provided for
currently through the allowance for doubtful receivables and actual credit
losses are charged to the allowance when incurred. The amounts provided for
such losses are determined based on the Corporation's historical loss
experience after giving effect to current economic conditions.
Earnings Per Common Share - Primary and fully diluted earnings per common
share computations are based on the weighted average number of shares of
common stock and the dilutive effect of common stock equivalents (see Note 6)
outstanding during each year, adjusted for all stock splits declared during
the periods presented.
Note 2: INVENTORIES
Inventories consist of the following components:
(in thousands)
1995 1994
Raw materials $ 8,272 $ 8,232
Work-in-process 4,986 3,890
Finished goods 6,866 5,029
Goods held for resale 29,925 27,615
Total $50,049 $44,766
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<PAGE>
Note 3: PROPERTY, PLANT AND EQUIPMENT
The cost and accumulated depreciation are summarized as follows:
(in thousands)
1995 1994
Land $ 1,435 $ 1,046
Buildings 10,569 8,649
Leasehold improvements 1,217 764
Machinery and equipment 9,739 8,519
Office equipment 2,569 2,117
Transportation equipment 2,184 1,744
27,713 22,839
Less, Accumulated depreciation 10,126 8,436
Property, plant and
equipment, net $17,587 $14,403
Note 4: DEBT
Long-term debt consists of the following:
(in thousands)
1995 1994
Unsecured bank line of credit $ - $ 8,000
Unsecured revolving line of credit - 9,000
9.24% senior notes 15,000 -
6.4% senior notes 3,000 4,500
Term loan, payable in monthly
installments including interest
at 6.75% with a final maturity
of February 1999, collateralized
by a real estate mortgage 1,420 1,582
Term loan, payable in monthly
installments including interest
at 7.84% with a final maturity
of November 1998, collateralized
by a real estate mortgage 1,104 -
Unsecured note, payable in quarterly
installments of $50 including
interest imputed at 9.24% with
a final maturity of January 2000 697 -
Other 384 552
Total debt 21,605 23,634
Less, Current maturities 2,009 1,810
Long-term debt $19,596 $21,824
On March 27, 1995, the Corporation refinanced outstanding borrowings under its
existing bank credit agreements with a $25 million, unsecured, revolving line
of credit (the "Revolver"). The Revolver requires monthly interest payments
based on market interest rates and an annual commitment fee of 1/8% based on
the unused portion of the Revolver. All amounts outstanding are due at
maturity, April 30, 1998. There were no outstanding borrowings under the
Revolver at December 31, 1995.
Total amounts available and outstanding under the lines of credit at December
31, 1994 totalled $17 million. The average interest rate on short-term debt
outstanding at December 31, 1994 was 7.3%.
In February 1995, the Corporation issued $15 million, 9.24%, unsecured senior
notes under a note agreement with its existing senior noteholder. The
proceeds of these notes were used to repay outstanding bank borrowings and
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<PAGE>
pay-off certain liabilities and obligations assumed in the acquisition of
BABSCO, Inc. ("BABSCO") (see Note 9). Interest is payable quarterly and
principal is payable in eight annual installments of $1,875,000 commencing
March 1998.
The 6.4% senior notes outstanding at December 31, 1995 are unsecured and
payable in installments of $1.5 million on February 15, 1996 and 1997.
In connection with the January 1995 acquisition of the operations and net
assets of BABSCO, the Corporation issued promissory notes payable to the
seller totalling $7.0 million, including a demand note of $1.5 million which
was subsequently paid in March 1995. The remaining notes consist of a $4.7
million unsecured demand note which was paid in January 1996 and an $800,000
unsecured five-year term note due in quarterly installments beginning April 1,
1995. Also, the Corporation assumed a $1.2 million, 7.84% mortgage on certain
real estate acquired concurrent with the acquisition of BABSCO.
Aggregate annual maturities of long-term debt for each of the next five years
ending December 31 are as follows: 1996 - $2,009,000; 1997 - $1,960,000; 1998
- - $3,281,000; 1999 - $3,055,000 and 2000 - $1,924,000.
The bank credit and senior note agreements contain, among other provisions,
certain covenants including: maintenance of minimum net worth and certain
financial ratios; limitations on indebtedness, liens and leases; and
limitations on the payment of cash dividends. Under the senior note
agreements and bank revolving line of credit, retained earnings of $33.8
million at December 31, 1995 would be restricted, since future restricted
payments (cash dividends and purchases or redemptions of shares of common
stock) cannot exceed 50% of consolidated net income after December 31, 1994
plus $750,000.
Note 5: RETIREMENT PLAN
The Corporation has a defined contribution plan which covers substantially all
full-time employees of the Corporation and is qualified under Section 401(k)
of the Internal Revenue Code. Under the plan, employees may voluntarily
contribute a percentage of their compensation and the plan allows the
Corporation to make discretionary matching contributions. Retirement plan
expense, including administrative expenses, aggregated $259,000; $198,000 and
$144,000 for the years ended December 31, 1995, 1994 and 1993, respectively.
Note 6: SHAREHOLDERS' EQUITY
The Corporation is authorized to issue 1,000,000 shares of special (preferred)
shares (par value $.01), of which none have been issued. The special shares
have no voting rights or powers, except the Corporation's Board of Directors
is vested with authority to determine and state the designations and relative
preferences, limitations, voting rights, if any, and other rights of the
special shares.
On February 8, 1994, the Board of Directors declared a three-for-two stock
split of the Corporation's common stock, paid on March 8, 1994 to shareholders
of record on February 22, 1994. The par value of the additional 1,943,675
shares of common stock issued in connection with this stock split was
transferred from additional paid-in capital to common stock in the
consolidated balance sheet, as if the stock split had been effected in 1993.
All historical per share data has been restated for all periods presented
herein to reflect this stock split.
The Corporation has an incentive stock option plan authorizing the grant of
incentive stock options and non-qualified stock options to purchase up to
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<PAGE>
585,938 shares of the Corporation's common stock. Under the plan, the option
price may not be less than the fair market value of the Corporation's common
stock at the date of grant. Generally, the options become exercisable over
staggered periods and expire five years from the date of grant.
The transactions for shares under options for each of the three years in the
period ended December 31, 1995 were as follows:
Shares
Under Per Share
Option Option Price
Outstanding, January 1, 1993 147,891 $1.93 - $2.53
Cancelled (8,439) $1.93
Exercised (30,237) $1.93 - $2.53
Granted 148,500 $8.67
Outstanding, December 31, 1993 257,715 $1.93 - $8.67
Exercised (19,907) $1.93 - $2.53
Outstanding, December 31, 1994 237,808 $1.93 - $8.67
Exercised (83,388) $1.93 - $8.67
Granted 193,000 $11.50
Outstanding, December 31, 1995 347,420 $1.93 - $11.50
Exercisable, December 31, 1995 80,170 $1.93 - $8.67
As of December 31, 1995, 85,064 shares were reserved for the granting of
future stock options, compared with 278,064 shares at December 31, 1994.
Note 7: INCOME TAXES
Income taxes consist of the following:
(in thousands)
1995 1994 1993
Federal:
Current $5,414 $4,728 $3,436
Deferred (33) (110) 64
5,381 4,618 3,500
State:
Current 1,100 979 648
Deferred (5) (20) 52
1,095 959 700
Total $6,476 $5,577 $4,200
The components of the net deferred tax asset and the net deferred tax
liability as of December 31, 1995 and 1994 were as follows:
(in thousands)
1995 1994
Current deferred tax asset:
Allowance for doubtful receivables $ 196 $ 196
Inventories 601 599
Accrued liabilities and other 615 490
Deferred tax asset $1,412 $1,285
- 30 -
<PAGE>
1995 1994
Non-current deferred tax asset (liability):
Depreciation $ (743) $ (642)
Acquired companies (214) (254)
Other 13 41
Deferred tax liability $ (944) $ (855)
The following is a reconciliation of income taxes computed at the statutory
federal income tax rate to the reported provision:
(in thousands)
1995 1994 1993
Computed income taxes at
federal statutory rate $5,782 $4,996 $3,667
State income taxes, net
of federal benefit 711 630 455
Other (17) (49) 78
Total $6,476 $5,577 $4,200
Note 8: COMMITMENTS AND CONTINGENCIES
Lease Commitments
The Corporation leases a portion of its facilities under noncancellable
agreements which expire at various dates through October 1998. The lease
agreements require the Corporation to pay property taxes, utilities,
insurance, and repairs and maintenance on the properties. In addition,
certain of the building leases are with a partnership which is principally
owned by certain directors and shareholders of the Corporation. The
Corporation exercised its option to purchase these facilities in February 1996
at a cost of $3.6 million, which was financed by using funds available under
the Corporation's revolving bank line of credit.
The Corporation also leases transportation equipment under lease agreements
with expiring terms through November 2002. These leases require weekly
rentals plus additional amounts based upon actual mileage.
The above described leases are accounted for as operating leases. Total
rental expense in the consolidated statements of income for the years ended
December 31, 1995, 1994 and 1993 aggregated $3,474,000, $2,901,000 and
$1,989,000, respectively, including payments to related parties of $711,000 in
1995, $531,000 in 1994 and $420,000 in 1993.
Future minimum annual lease payments under these operating leases, excluding
mileage payments that may be required under transportation vehicle leases, are
as follows:
Year (in thousands)
1996 $2,201
1997 1,530
1998 1,259
1999 804
2000 587
Thereafter 292
$6,673
- 31 -
<PAGE>
Self Insurance
The Corporation is self-insured for certain employee health benefits ($100,000
per individual with an annual aggregate of approximately $2.9 million) and
workers' compensation ($500,000 per occurrence with an annual aggregate of
approximately $1.2 million). The Corporation accrues for the estimated losses
occurring from both asserted and unasserted claims. The estimate of the
liability for unasserted claims arising from incurred but not reported claims
is based on an analysis of historical claims data.
Other
Certain claims are pending against the Corporation with respect to matters
arising out of the ordinary conduct of its business. In the opinion of
management, based upon presently available information, either adequate
provision for anticipated costs has been made by insurance, accruals or
otherwise, or the ultimate anticipated costs resulting will not materially
affect the Corporation's consolidated financial position or results of
operations.
Note 9: BUSINESS ACQUISITIONS
The following acquisitions have been accounted for using the purchase method
of accounting, with the operating results of the acquired businesses being
included in the Corporation's consolidated financial statements from the date
of acquisition.
In January 1995, the Corporation acquired the business operations and
operating assets of BABSCO, Inc. ("BABSCO"), located in Elkhart, Indiana, and
having additional operations in Plymouth and Warsaw, Indiana and Mt. Joy,
Pennsylvania. BABSCO is a wholesale distributor of a full line of electrical
products to the Recreational Vehicle, Manufactured Housing and Modular Housing
industries, and to electrical contractors in the Northern Indiana and Southern
Michigan region.
The total purchase price was $18.2 million, consisting of three promissory
notes totalling $7.0 million, 269,058 restricted shares of common stock with a
market value of $2.9 million, and $8.3 million of assumed liabilities as of
the closing date. The promissory notes include a $1.5 million demand note, an
$800,000 note payable in quarterly installments over five years and a $4.7
million note paid in January 1996. The $7.5 million excess of the purchase
price over the fair value of acquired assets ("goodwill") is being amortized
over a 20-year period.
On May 2, 1994 the Corporation acquired the business operations and operating
assets of TATCO, Inc. ("TATCO") located in Lancaster, Pennsylvania. TATCO is
a wholesale distributor of building and component products to the Manufactured
and Modular Housing industries. The minimum purchase price, including
liabilities assumed and amounts due under non-compete and employment
agreements, aggregated $1.5 million, consisting of cash of $732,000 and
assumed liabilities of $777,000. The final purchase price is subject to
increase based upon TATCO's earnings for each of the three years in the period
ending December 31, 1996. The additional purchase price consideration for
1995 and 1994 based on the earn-out computation aggregated $436,000. The
$140,000 excess of the minimum purchase price over the fair value of acquired
assets and the $436,000 additional purchase price payable under the earn-out
formula have been allocated to goodwill, which is being amortized over a
ten-year period. Proforma financial information had TATCO been acquired as of
the beginning of 1994 has not been presented as it is not materially different
from historical results of the Corporation.
- 32 -
<PAGE>
On October 7, 1993, the Corporation acquired the business operations and
operating assets of Design Time, Inc. ("Design Time"), located in Elkhart,
Indiana. Design Time is a manufacturer and distributor of laminated and
related wood products, primarily to the Manufactured Housing and Recreational
Vehicle industries, with additional manufacturing plants located in Georgia,
Tennessee and Texas. The total purchase price, including liabilities assumed
and amounts due under noncompete and consulting agreements, aggregated $8.3
million, consisting of cash of $780,000 and assumed liabilities of $7.5
million. The $1.9 million excess of acquisition cost over fair value of
acquired assets ("goodwill") is being amortized over a 25-year period.
The following represents unaudited pro forma financial information as if the
acquisitions of BABSCO, Inc. and Design Time had occurred at the beginning of
1994 and 1993, respectively (in thousands, except per share amounts):
1994 1993
Net sales $380,022 $256,544
Net income 9,400 6,199
Earnings per common share 1.54 1.07
- 33 -
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of
Shelter Components Corporation:
In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of shareholders' equity and of cash flows
present fairly, in all material respects, the financial position of Shelter
Components Corporation and its subsidiaries at December 31, 1995, and the
results of their operations and their cash flows for the year in conformity
with generally accepted accounting principles. These financial statements are
the responsibility of the Corporation's management; our responsibility is to
express an opinion on these financial statements based on our audit. We
conducted our audit of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for the opinion expressed above.
The financial statements of Shelter Components Corporation for the years ended
December 31, 1994 and 1993 were audited by other independent accountants,
whose report dated February 7, 1995, except as to the information presented in
footnote 4 for which the date was March 27, 1995, expressed an unqualified
opinion on those statements.
/s/Price Waterhouse LLP
February 15, 1996
South Bend, Indiana
- 34 -
<PAGE>
Board of Directors Executive Officers
Outside Directors Corporate Officers
- ----------------- ------------------
William J. Barrett (3) Larry D. Renbarger
Senior Vice President President & Chief Executive Officer
Janney Montgomery Scott Inc.
(Investment Bankers) Gerald R. Stults
Executive Vice President
Arthur M. Borden & Chief Operating Officer
Partner, Rosenman & Colin
(Attorneys) Mark C. Neilson
Chief Financial Officer
Herbert M. Gardner (2)
Senior Vice President James E. DeCraene
Janney Montgomery Scott Inc. Vice President, Planning & Development
(Investment Bankers)
Operating Officers
-------------------
William N. Harper (1)(2) Dale A. Ledbetter
Chief Financial Officer President, Shelter Distribution
National Steel Corporation
M. Thomas Johnson
Ronald D. Minzey (2) President, Danube Carpet Mills, Inc.
Private Investor
Richard E. Clark
President, Better Bath Components, Inc.,
Cornelius J. Murphy (3) & Duo-Form of Michigan, Inc.
Private Investor
Co-Founder Richard J. Ostroski
President, Design Components, Inc.
William B. Riblet (4)
Vice President
Lippert Components, Inc.
Richard E. Summers (3)(4)
Independent General Counsel
Employed Directors
- ------------------
Larry D. Renbarger (4)
Mark C. Neilson
(1) Chairman of the Board
(2) Audit Committee
(3) Compensation Committee
(4) Executive Committee
- 35 -
<PAGE>
CORPORATE INFORMATION
SECURITIES INFORMATION
The Corporation's Common Stock is traded on the American Stock Exchange
as Shelter Components Corporation under the symbol "SST". The following table
sets forth, for the last two fiscal years, quarterly high and low bid prices
for the Common Stock on the American Stock Exchange.
1995 High Low
First Quarter $14-1/2 $10-7/8
Second Quarter 13-3/4 10-1/4
Third Quarter 14-7/8 11-3/8
Fourth Quarter 17-1/8 14-1/8
1994 High Low
First Quarter $16-3/8 $11-3/8
Second Quarter 14-5/8 10-1/2
Third Quarter 13-1/2 10-1/2
Fourth Quarter 12-3/4 10-1/8
As of February 29, 1996 there were 363 holders of record of the Corporation's
common stock.
Dividends
1995 and 1994 dividends per share were as follows:
Dividends Paid In: 1995 1994
June $.03 $.03
December .03 .03
Total $.06 $.06
Pursuant to the terms of the certain debt agreements (see Note 4 of the Notes
to Consolidated Financial Statements), the Corporation is prohibited from
paying cash dividends in excess of $750,000 plus 50% of consolidated net
income after December 31, 1994. Future cash dividends will be contingent upon
working capital needs and the financial position of the Corporation.
- 36 -
<PAGE>
Form 10-K and Shareholder Inquiries
To request a free copy of Shelter Components Corporation's Form 10-K as filed
with the Securities and Exchange Commission, contact:
Investor Relations
2831 Dexter Drive
P.O. Box 4026
Elkhart, Indiana 46514
(800) 571-6929
(219) 262-2213 (fax)
*Internet Address: http://iw.zacks.com/firm/SST_cvr.htm
*Effective 5-1-96
Shareholders with requests for information regarding their share position,
stock certificates, address changes and other related matters should contact
the transfer agent at (800) 542-7792.
Corporate Offices
2831 Dexter Drive
Elkhart, Indiana 46514
Transfer Agent
KeyCorp Shareholder Services, Inc.
127 Public Square, 15th Floor
Cleveland, Ohio 44114-1306
Independent Accountants
Price Waterhouse LLP
South Bend, Indiana
Legal Counsel
Barnes & Thornburg
Elkhart, Indiana
- 37 -
<PAGE>
Exhibit 21
SHELTER COMPONENTS CORPORATION
SUBSIDIARIES OF THE REGISTRANT
December 31, 1995
Percentage of Voting
Incorporated Securities Owned
Name Under Laws of by Immediate Parent
Thunander Corporation Indiana 100%
Klem Supply, Inc. Delaware 100% (1)
Shelter Components of Indiana, Inc. Indiana 100%
Better Bath Components, Inc. Texas 100% (2)
Danube Carpet Mills, Inc. Tennessee 100% (2)
Design Components, Inc. Indiana 100% (2)
Duo-Form of Michigan, Inc. Michigan 100% (2)
BABSCO, Inc. Indiana 100%
(1) Wholly-owned subsidiary of Thunander Corporation
(2) Wholly-owned subsidiary of Shelter Components of Indiana, Inc.
- 38 -
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 24
<SECURITIES> 0
<RECEIVABLES> 25,952
<ALLOWANCES> 500
<INVENTORY> 50,049
<CURRENT-ASSETS> 77,394
<PP&E> 27,713
<DEPRECIATION> 10,126
<TOTAL-ASSETS> 107,414
<CURRENT-LIABILITIES> 35,665
<BONDS> 19,596
0
0
<COMMON> 61
<OTHER-SE> 51,107
<TOTAL-LIABILITY-AND-EQUITY> 107,414
<SALES> 462,323
<TOTAL-REVENUES> 465,328
<CGS> 393,775
<TOTAL-COSTS> 393,775
<OTHER-EXPENSES> 52,709
<LOSS-PROVISION> 181
<INTEREST-EXPENSE> 2,330
<INCOME-PRETAX> 16,514
<INCOME-TAX> 6,476
<INCOME-CONTINUING> 10,038
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,038
<EPS-PRIMARY> 1.63
<EPS-DILUTED> 1.63
</TABLE>
