UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________to_______________________
Commission File Number 1-9844
SHELTER COMPONENTS CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 22-2825183
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
2831 Dexter Drive, Elkhart, Indiana 46514
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (219) 262-1514
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 practical date:
Common, $.01 par 7,770,783 outstanding at October 28, 1997
PAGE 1
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SHELTER COMPONENTS CORPORATION
INDEX
FINANCIAL INFORMATION PAGES
PART I
Item 1 Financial Statements:
Consolidated Balance Sheets - September 30, 1997
and December 31, 1996 3
Consolidated Statements of Income - three and nine
months ended September 30, 1997 and 1996 4
Consolidated Statements of Cash Flows - nine
months ended September 30, 1997 and 1996 5
Notes to Consolidated Financial Statements 6-8
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-13
PART II OTHER INFORMATION 14
Signatures 15
PAGE 2
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PART I FINANCIAL INFORMATION
CONSOLIDATED BALANCE SHEETS (unaudited)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
September 30, 1997 December 31, 1996
ASSETS -------------- ----------------
CURRENT ASSETS
Cash $ 13,139 $ 21,096
Trade receivables, net 33,010 22,827
Inventories 43,001 41,475
Deferred income taxes 2,128 2,128
Prepaid expenses and other 440 595
Real estate held for sale 759 2,576
-------- --------
Total current assets 92,477 90,697
PROPERTY, PLANT AND EQUIPMENT, NET 25,929 19,381
COST IN EXCESS OF NET ASSETS ACQUIRED,
net of accumulated amortization 13,126 10,312
OTHER ASSETS 1,322 520
-------- --------
Total assets $132,854 $120,910
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt $ -- $ 6,000
Current maturities of long-
term debt 3,007 1,904
Accounts payable, trade 33,079 23,067
Accrued expenses and income
taxes payable 8,302 9,642
-------- --------
Total current liabilities 44,388 40,613
-------- --------
LONG-TERM DEBT 17,208 16,639
-------- --------
DEFERRED INCOME TAXES 745 745
-------- --------
OTHER DEFERRED LIABILITIES 223 133
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value -- --
Common stock, $.01 par value 77 76
Additional paid-in capital 12,759 11,914
Retained earnings 57,491 50,827
-------- --------
70,327 62,817
Less, Treasury stock 37 37
-------- --------
Total stockholders' equity 70,290 62,780
-------- --------
Total liabilities and stock-
holders' equity $132,854 $120,910
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 3
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CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
1997 1996 1997 1996
-------- -------- -------- --------
Net sales $128,546 $139,311 $357,879 $397,065
Cost of sales 110,743 118,992 307,906 339,549
-------- -------- -------- --------
Gross profit 17,803 20,319 49,973 57,516
Commission income 708 709 2,074 1,827
-------- -------- -------- --------
18,511 21,028 52,047 59,343
Operating expenses 14,276 15,298 40,810 44,291
-------- -------- -------- --------
Operating income 4,235 5,730 11,237 15,052
Gains on sales of real estate 13 --- 447 ---
Interest income 244 34 755 102
Interest expense (437) (460) (1,219) (1,398)
-------- -------- -------- --------
Income before income taxes 4,055 5,304 11,220 13,756
Income taxes 1,561 2,069 4,320 5,365
-------- -------- -------- --------
Net income $ 2,494 $ 3,235 $ 6,900 $ 8,391
======== ======== ======== ========
Earnings per common and common
equivalent shar $ .32 $ .42 $ .89 $ 1.08
======== ======== ======== ========
Weighted average common and
common equivalent shares
outstanding 7,855 7,783 7,797 7,749
======== ======== ======== ========
Cash dividends per share $ -- $ -- $ .03 $ .02
======== ======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 4
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CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
(in thousands)
Nine Months Ended
September 30,
1997 1996
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 7,419 $ 11,693
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property, plant and equipment (6,210) (6,057)
Acquisition of business, net of cash acquired (866) --
Proceeds from sale of property, plant
and equipment 1,822 --
Other, net (1,056) 8
-------- --------
Net cash used in investing activities (6,310) (6,049)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 4,658 73,146
Repayment of debt (14,412) (78,823)
Other, net 688 34
-------- --------
Net cash used in financing activities (9,066) (5,643)
-------- --------
Increase (decrease) in cash (7,957) 1
Cash, beginning of period 21,096 24
-------- --------
Cash, end of period $ 13,139 $ 25
======== ========
SUPPLEMENTAL INFORMATION:
Non cash investing and financing activities:
Acquisition of a business:
Obligations assumed $ 2,372 --
Long-term debt issued 3,500 --
-------- -------
$ 5,872 $ --
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE 5
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SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 1997
NOTE A--BASIS OF PRESENTATION
The financial statements have been prepared from the unaudited financial
records of the Corporation. In the opinion of management, the financial
statements include all adjustments consisting only of normal recurring
adjustments, necessary for a fair statement of the results of operations
and financial position for the interim periods. The results of operations for
the three months and nine months ended September 30, 1997 are not necessarily
indicative of the results to be expected for the full year ending December 31,
1997.
The Consolidated Balance Sheet at December 31, 1996 has been derived from the
Audited Consolidated Financial Statements at that date, but does not include
all disclosures required by generally accepted accounting principles.
The Consolidated Statements of Income and Cash Flows for the three and nine
months ended September 30, 1996 include the results of operations and cash
flows of Danube Carpet Mills, Inc. ("Danube"), the business operations and
certain assets of which were sold on December 31, 1996. (See also Note E.)
NOTE B--INVENTORIES
Inventories at September 30, 1997 and December 31, 1996 consisted of the
following components (in thousands):
9/30/97 12/31/96
-------- --------
Raw materials $ 7,557 $ 5,466
Work in process 566 382
Finished goods 797 814
Goods held for resale 34,081 34,813
-------- --------
$ 43,001 $ 41,475
======== ========
NOTE C--DEBT
In January 1997, the Corporation repaid the $6 million revolving line of
credit balance using funds available from the December 31, 1996 sale of
Danube's operations. There were no outstanding borrowings under the $25
million bank revolver at September 30, 1997.
In February 1997, the Corporation paid the final $1.5 million principal
installment on a 6.4% institutional investor note.
In June 1997, the Corporation issued convertible 7% notes payable totaling $3.5
million in connection with the acquisition of the operations and net assets of
Plastic Solutions, Inc. ("PSI")(See Note D). Principal and interest payments
are due annually with final installments due February 2001. The notes also
provide an option for the noteholders to elect to receive payments in cash or
in shares of the Corporation's common stock or a combination thereof at each
payment date. The conversion price is $13.50 per share.
PAGE 6
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Note D-BUSINESS ACQUISITION
On June 27, 1997, the Corporation acquired the net assets and operations of
Plastic Solutions, Inc. ("PSI"), a South Bend, Indiana manufacturer of
injection molded plastic parts with annual sales of approximately $9 million.
The total purchase price of $6.7 million consisted of cash of approximately
$866,000, $3.5 million in convertible long-term notes payable to the sellers,
and $2.3 million of liabilities assumed. The purchase agreement also provides
for additional consideration payable to the sellers contingent upon the future
results of PSI through the year 2000. The excess of the purchase price over
the fair value of the acquired assets ("goodwill") was approximately $3.2
million.
The results of operations for all periods presented would not have been
materially different than reported if PSI had been acquired on January 1,
1996.
Note E-DISPOSAL OF CARPET BUSINESS
On December 31, 1996, the Corporation sold the operations and certain assets
of its carpet and yarn manufacturing subsidiary, Danube Carpet Mills, Inc.
The following reflects Danube's 1996 results of operations for the three and
nine month periods ended September 30, 1996:
In thousands Three Months Ended Nine Months Ended
Except per share data September 30, 1996 September 30, 1996
- ------------------------ ----------------- ----------------
Net sales $20,467 $57,945
Net income $ 674 $ 2,073
Net income per share $ .09 $ .27
NOTE F - SUBSEQUENT EVENTS - SALE OF REAL ESTATE
On October 3, 1997, the Corporation sold the remaining real estate held in
connection with the December 1996 sale of the operations and net assets of
Danube Carpet Mills, Inc. The proceeds from the sale were $1.7 million and
resulted in a net after-tax gain of approximately $.4 million or $.05 per
share to be recorded in the fourth quarter of 1997.
NOTE G - SUBSEQUENT EVENTS - MERGER AGREEMENT
On October 21, 1997, the Corporation signed a definitive merger agreement with
Kevco, Inc. for Kevco to acquire all the outstanding shares of the Corporation
at $17.50 per share through a cash tender offer. As a result of the
transaction, and if the tender offer is successful, the Corporation will
become a wholly-owned subsidiary of Kevco.
PAGE 7
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The transaction has been recommended by the Board of Directors of each
company. The cash tender offer is subject to Kevco receiving at least a
majority of the outstanding shares of Shelter (on a fully-diluted basis) as
well as the receipt of the required regulatory approvals and completion of
anticipated financing, and is expected to be completed on or before December
31, 1997. On October 28, 1997, the Corporation filed its Solicitation /
Recommendation Statement on Schedule 14D-9 relative to the cash tender offer
by Kevco.
Kevco, headquartered in Fort Worth, Texas, is a leading wholesale distributor
and manufacturer of building products to the manufactured housing and
recreational vehicle industries and reported net sales of $267 million and pro
forma net income of $8.9 million, or $1.60 per share for the year ended
December 31, 1996.
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SHELTER COMPONENTS CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNIFICANT FACTORS
The following discussion includes the financial condition, results of
operations, and liquidity for the Corporation and its subsidiaries as of
September 30, 1997, and for the three-month and nine-month periods ended
September 30, 1997 and 1996. The 1996 results include the operations of
Danube Carpet Mills, Inc. ("Danube"), the operations and certain assets of
which were sold in December 1996. Information regarding Danube's 1996
results is reflected in Note E of the Notes to Consolidated Financial
Statements.
The following table sets forth the consolidated statements of income for the
three-month and nine-month periods ended September 30, 1997 and 1996,
expressed as a percentage of net sales, including proforma results for the
1996 periods which exclude the carpet and yarn manufacturing operations of
Danube:
Three Months Ended Nine Months Ended
September 30, September 30,
Proforma Proforma
1997 1996 1996(a) 1997 1996 1996(a)
Net sales 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales 86.2 85.4 86.0 86.0 85.5 86.2
------ ------ ------ ------ ------ ------
Gross profit 13.8 14.6 14.0 14.0 14.5 13.8
Commission income .6 .5 .6 .5 .4 .5
------ ------ ------ ------ ------ ------
14.4 15.1 14.6 14.5 14.9 14.3
Operating expenses 11.1 11.0 10.6 11.4 11.1 10.8
------ ------ ------ ------ ------ ------
Operating income 3.3 4.1 4.0 3.1 3.8 3.5
Gains on sale of real
estate -- -- -- .1 -- --
Interest income .2 -- -- .2 -- --
Interest expense (.3) (.3) (.4) ( .3) (.3) (.3)
------ ------ ------ ------ ------ ------
Income before
income taxes 3.2 3.8 3.6 3.1 3.5 3.2
Income taxes 1.3 1.5 1.4 1.2 1.4 1.3
------ ------ ------ ------ ------ ------
Net income 1.9% 2.3% 2.2% 1.9% 2.1% 1.9%
====== ====== ====== ====== ====== ======
(a) Excludes results of Danube Carpet Mills, Inc. See Note E to the
Financial Statements.
PAGE 9
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3rd Quarter 1997 compared to 3rd Quarter 1996
Net sales decreased $10.8 million (7.8%) for the quarter ended September 30,
1997, as compared to the 1996 quarter. Excluding the Danube carpet and yarn
manufacturing operations from the 1996 results, net sales increased by $9.7
million (8.1%) during the 1997 quarter. The 1997 quarter included $2.1
million in net sales of Plastic Solutions ("PSI") the net assets and
operations of which were acquired on June 27, 1997, accounting for a 1.7%
increase in proforma net sales. The remaining 6.4% increase in comparable
operations net sales, compared favorably to the slight decrease in homes
produced by the Manufactured Housing Industry, the Corporation's primary
market, for the 1997 quarter compared to the 1996 quarter. During the 1997
quarter, on a comparable operations basis, net sales of products manufactured
by the Corporation increased by 1.4% while net sales of distributed products
were up 7.1% compared to the 1996 quarter.
Gross profit margins as a percentage of net sales were 13.8% for the 1997
quarter as compared to 14.6% for the 1996 quarter. Excluding the Danube carpet
and yarn operations, the 1996 gross profit margins were 14.0%. The slight
decrease in the (comparable operations) gross profit margins percentage is
primarily attributed to lower margins realized on products distributed in
truckload quantities on a direct ship basis to customers previously handled
through the Corporation's warehouse operations at a higher gross margin. In
addition, the Corporation's distribution sales, which generally yield a lower
gross margin than manufactured product sales, continued to increase as a
percentage of total sales, resulting in a slight decline in overall gross
margins.
Operating expenses as a percentage of net sales increased to 11.1% for the
1997 quarter from 11.0% for the 1996 quarter. Proforma expenses were 10.6% of
proforma net sales for the 1996 quarter. The increase in this percentage
reflects the absorption of fixed administrative overhead costs by the
Corporation's remaining operations subsequent to the sale of the carpet and
yarn operations, as well as the amortization of goodwill related to PSI, which
was acquired June 27, 1997. Additionally, the Corporation incurred self-
insured health costs at a higher cost per employee during the 1997 quarter
than the 1996 quarter, contributing to the increased operating costs.
Interest income increased from $34,000 to $244,000 for the quarters ended
September 30, 1996 and 1997, respectively, due to the short-term investment
income earned during the 1997 quarter on the proceeds from the December 31,
1996 sale of Danube's operations.
Interest expense declined from $460,000 to $437,000 for the quarters ended
September 30, 1996 and 1997, respectively, due to reductions made in the
Corporation's outstanding debt by utilizing funds available from the sale of
Danube's operations coupled with positive operating cash flows during 1997.
The 1997 quarter includes $61,000 of accrued interest expense relative to $3.5
million in debt issued in connection with the June 27, 1997 acquisition of the
net assets and operations of PSI.
Federal and state income taxes as a percentage of income before income taxes
declined from 39% for the 1996 quarter to 38.5% for the 1997 quarter,
reflecting efforts initiated by management to reduce state and local taxes.
PAGE 10
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Net income was 1.9% of net sales for the 1997 quarter as compared to 2.3% for
the 1996 quarter including Danube. On a proforma basis(excluding Danube), net
income was 2.2% of net sales for the 1996 quarter.
Nine Months 1997 Compared To Nine Months 1996
Net sales decreased by $39 million (9.9%) for the first nine months of 1997
compared to the same period in 1996. On a comparable operations basis
(excluding Danube from 1996) net sales increased by $16.7 million (4.9%). The
Corporation's distribution sales increased by 7.1% while (comparable
operations) manufacturing sales declined by 2.4%. The Corporation increased
its market share in electrical, plumbing and doors distributed during the
period to overcome the slight decline in homes produced by the Manufactured
Housing industry during the first nine months of 1997 compared to the same
period in 1996.
Gross profit margins for the nine months ended September 30, 1997 were 14.0%
compared to 14.5% for the first nine months of 1996. Excluding Danube gross
profit margins were 13.8% for the first nine months of 1996. The Corporation
experienced higher gross margins as certain lower manufacturing raw material
costs contributed to the improvements. The Corporation has also begun to
realize some of the labor and overhead efficiencies anticipated in recent
investments in new equipment at certain manufacturing operations.
Improvements in manufacturing gross margins were partially offset by an
increase in lower margin distribution sales as a percentage of total sales.
Operating expenses for the first nine months of 1997 were 11.4% of net sales
compared to 11.1% for the first nine months of 1996. Proforma operating
expenses were 10.8% of net sales for the first half of 1996. The increase in
this percentage reflects higher self-insured medical claims in 1997 as well as
the absorption of fixed administrative overhead costs by the remaining
operations subsequent to the December 1996 sale of Danube's operations and the
amortization of goodwill from the the June 1997 purchase of the net assets
and operations of PSI.
Management is directing its efforts towards reducing its fixed overhead as a
percentage of net sales and anticipates gradual improvement in this area in
the future. The Corporation believes it can continue to grow revenues without
a significant increase in fixed costs.
Interest income increased to $755,000 from $102,000 for the nine month periods
ended September 30, 1997 and 1996, respectively, due to the income earned on
funds available from the December 1996 sale of Danube's operations.
PAGE 11
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Interest expense decreased to $1.2 million from $1.4 million for the nine
months ended September 30, 1997 and 1996, respectively, due to the elimination
of short-term borrowing requirements using funds available from the December
1996 sale of Danube's operations, coupled with scheduled principal reductions
in long-term debt. 1997 interest expense includes charges accrued for the $3.5
million notes issued in connection with the June 1997 purchase of the net
assets and operations of PSI.
Federal and state income taxes as a percentage of income before income taxes
declined from 39% for the nine months of 1996 to 38.5% for 1997 due to
strategies implemented by the Corporation to reduce its overall state and
local tax burdens.
Net income was 1.9% of net sales for the first nine months of 1997 compared to
2.1% for the first nine months of 1996. Proforma net income was 1.9% of
proforma net sales for the first half of 1996. The 1997 results include gains
on the sale of certain excess real estate totaling $447,000 (pre-tax) which
had a .1% favorable impact on net income as a percentage of net sales.
Liquidity and Capital Resources
Net cash flows provided by operating activities totaled $7.4 million for the
nine months ending September 30, 1997, primarily consisting of $6.9 million in
net income, $2.5 million in depreciation and amortization, and an increase in
accounts payable of $9.8 million. This was offset by the seasonal increase in
accounts receivable of $9.3 million and a $2.4 million increase in other
components of working capital. The Corporation has increased its focus on
working capital management by linking capital management to incentive
compensation using the EVAr (Economic Value Added) business management
principles.
Capital expenditures during the nine months ended September 30, 1997 were $6.2
million, compared to $6.1 million for the same period in 1996. Depreciation
expense for the first nine months was $1.8 million.
During the first nine months of 1997, the Corporation reduced its short-term
debt by $6 million and reduced its long-term debt by $3.8 million, including
the payoff of $1.9 million of debt assumed in the June 1997 acquisition of the
net assets and operations of PSI. The Corporation also issued $3.5 million of
notes payable to the sellers in connection with the PSI acquisition. The
Corporation completed the third quarter with $13.1 million in cash and cash
equivalents. The Corporation has elected not to use its available cash
reserves to further reduce its remaining long-term debt obligations as of
September 30, 1997 due to significant prepayment charges associated with
certain obligations and due to the relative level of the interest rates on
certain other obligations.
Management believes the Corporation has available adequate capital resources
to enable the Corporation to expand and meet its operating capital needs
including a $25 million revolving bank line of credit which had no borrowings
outstanding at September 30, 1997.
PAGE 12
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Forward-Looking Statements
From time to time, the Corporation may make oral or written forward-looking
statements regarding its anticipated sales, costs, expenses, earnings and
matters affecting its future financial condition and results of operations.
Such forward-looking statements are subject to a number of material factors
which could cause the statements or projections contained in them to be
materially inaccurate. Such factors include, without limitation, general
economic conditions, competitive factors, potential product liability and the
impact of the Corporation's 1996 Annual Report to Shareholders.
PAGE 13
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PART II OTHER INFORMATION
Item 1 LEGAL PROCEEDINGS
Not applicable
Item 2 CHANGES IN SECURITIES
Not applicable
Item 3 DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4 SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5 OTHER INFORMATION
On October 21, 1997, the Corporation signed a definitive merger
agreement with Kevco, Inc. ("Kevco") for Kevco to acquire all the
outstanding shares of the Corporation at $17.50 per share through
a cash tender offer. As a result of the transaction, and if the
tender offer is successful, the Corporation will become a wholly-
owned subsidiary of Kevco.
The transaction has been recommended by the Board of Directors of
each company. The cash tender offer is subject to Kevco receiving
at least a majority of the outstanding shares of Shelter (on a
fully-diluted basis)as well as the receipt of the required
regulatory approvals and completion of anticipated financing, and
is expected to be completed on or before December 31, 1997. On
October 28, 1997, the Corporation filed its Solicitation /
Recommendation Statement on Schedule 14D-9 relative to the cash
tender offer by Kevco.
Item 6 EXHIBITS AND REPORTS ON FORM 8-K
A. Exhibits - None
B. Reports on Form 8-K - None
PAGE 14
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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.
SHELTER COMPONENTS CORPORATION
(Registrant)
Dated: October 28, 1997 By: /S/ Larry D. Renbarger
------------------
Larry D. Renbarger
Chief Executive Officer and Director
Dated: October 28, 1997 By: /S/ Mark C. Neilson
------------------
Mark C. Neilson
VP Finance, Chief Financial Officer
(Principal Financial & Accounting
Officer) and Director
PAGE 15
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 13,139
<SECURITIES> 0
<RECEIVABLES> 31,448
<ALLOWANCES> 517
<INVENTORY> 43,001
<CURRENT-ASSETS> 92,477
<PP&E> 34,319
<DEPRECIATION> 8,390
<TOTAL-ASSETS> 132,854
<CURRENT-LIABILITIES> 44,388
<BONDS> 17,208
0
0
<COMMON> 77
<OTHER-SE> 70,213
<TOTAL-LIABILITY-AND-EQUITY> 132,854
<SALES> 357,879
<TOTAL-REVENUES> 359,953
<CGS> 307,906
<TOTAL-COSTS> 307,906
<OTHER-EXPENSES> 40,810
<LOSS-PROVISION> 17
<INTEREST-EXPENSE> 464
<INCOME-PRETAX> 11,220
<INCOME-TAX> 4,320
<INCOME-CONTINUING> 6,900
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,900
<EPS-PRIMARY> .89
<EPS-DILUTED> .89
</TABLE>
