<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended: September 28, 1996
------------------------
Commission file number: 0-20328
------------------------
AMTROL INC.
(exact name of registrant as specified in its charter)
Rhode Island 05-0246955
-------------------- -------------------
1400 Division Road, West Warwick, RI 02893-1008
-----------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (401) 884-6300
-------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
7,444,220 shares of Common stock $.01 par value
-----------------------------------------------
as of September 28, 1996
<PAGE> 2
INDEX
PAGE
----
PART I. Financial Information
Item 1. Condensed Consolidated Balance Sheets - September 28,
1996 and December 31, 1995 1
Condensed Consolidated Statements of Income - For the
Quarters and the Nine Months Ended September 28,
1996 and September 30, 1995 2
Condensed Consolidated Statement of Shareholders'
Equity - For the Nine Months Ended September 28,
1996 3
Condensed Consolidated Statements of Cash Flows - For
the Nine Months Ended September 28, 1996 and
September 30, 1995 4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of
Results of Operations and Financial Condition 7-11
PART II. Other Information 12
Item 6. Exhibits and Reports on Form 8-K
Signatures 13
<PAGE> 3
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except per share data)
<CAPTION>
ASSETS
September 28, December 31,
1996 1995
-------- --------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ............................................. $ 3,422 $ 9,078
Accounts receivable, less allowance for doubtful accounts ............. 30,451 24,108
Inventories ........................................................... 22,686 21,315
Prepaid income taxes .................................................. 1,714 2,793
Prepaid expenses and other ............................................ 1,372 462
Assets held for sale .................................................. 1,786 3,736
------- -------
Total current assets ......................................... 61,431 61,492
------- -------
Net Property, Plant and Equipment ..................................... 32,089 27,933
------- -------
OTHER ASSETS:
Intangible Assets ..................................................... 489 501
Other ................................................................. 2,633 3,983
------- -------
3,122 4,484
------- -------
$96,642 $93,909
======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ...................................................... $ 9,203 $ 6,526
Accrued expenses ...................................................... 8,620 11,104
Accrued income taxes .................................................. 865 559
------- -------
Total current liabilities .................................... 18,688 18,189
------- -------
OTHER NONCURRENT LIABILITIES ................................................. 4,669 4,903
------- -------
DEFERRED INCOME TAXES ........................................................ 447 611
------- -------
SHAREHOLDERS' EQUITY:
Preferred stock $.01 par value -
Authorized - 5,000,000 shares and Issued - None
Common stock $.01 par value -
Authorized - 15,000,000 shares
Issued 7,658,420 shares in 1996 and 7,641,398 shares in 1995 . 76 76
Additional paid-in capital ............................................ 29,271 29,083
Retained earnings ..................................................... 46,772 44,313
Treasury stock, 214,200 shares in 1996 and 213,200 shares in 1995 ..... (3,281) (3,266)
------- -------
Total shareholders' equity ................................... 72,838 70,206
------- -------
$96,642 $93,909
======= =======
</TABLE>
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements
1
<PAGE> 4
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - in thousands, except per share date)
<CAPTION>
For the Quarter Ended For the Nine Months Ended
--------------------- -------------------------
Sept. 28, Sept. 30, Sept. 28, Sept. 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
NET SALES .............................. $45,400 $43,830 $134,816 $134,620
COST OF GOODS SOLD ..................... 32,852 31,480 98,018 96,491
------- ------- -------- --------
Gross profit ................... 12,548 12,350 36,798 38,129
OPERATING EXPENSES:
Selling ........................ 4,363 3,575 12,420 11,176
General and administrative ..... 3,129 3,747 10,373 11,392
Restructuring Charges .......... -- 1,875 -- 1,875
------- ------- -------- --------
Income from operations ......... 5,056 3,153 14,005 13,686
OTHER INCOME (EXPENSE):
Interest expense ............... (105) (92) (149) (117)
Interest income ................ 20 22 180 147
License and distributorship fees 50 75 156 196
Other, net ..................... 37 121 84 104
------- ------- -------- --------
Income before provision
for income taxes ......... 5,058 3,279 14,276 14,016
PROVISION FOR INCOME TAXES ............. 1,947 1,279 5,496 5,466
------- ------- -------- --------
NET INCOME ............................ $ 3,111 $ 2,000 $ 8,780 $ 8,550
------- ------- -------- --------
NET INCOME PER SHARE ................... $ 0.41 $ 0.26 $ 1.15 $ 1.13
======= ======= ======== ========
WEIGHTED AVERAGE COMMON AND
COMMON EQUIVALENT SHARES
OUTSTANDING ............................ 7,683 7,571 7,603 7,586
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements
2
<PAGE> 5
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Unaudited - in thousands)
<CAPTION>
Treasury Stock
Additional --------------
Common Paid-in Retained Number of
Stock Capital Earnings Shares Cost
----- ------- -------- ------ ----
<S> <C> <C> <C> <C> <C>
BALANCE, December 31, 1995 ... $76 $29,083 $44,313 213 ($3,266)
Net income ............... -- -- 8,780 -- --
Dividend ($.85 per share) -- -- (6,321) -- --
Exercise of stock options -- 188 -- -- --
Repurchase of common stock -- -- -- 1 (15)
--- ------- ------- ---- -------
BALANCE, September 28, 1996 . $76 $29,271 $46,772 214 ($3,281)
=== ======= ======= ==== =======
</TABLE>
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements
3
<PAGE> 6
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
<TABLE>
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
<CAPTION>
For the Nine Months Ended
-------------------------
September 28, September 30,
1996 1995
<S> <C> <C>
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net Income .................................................... $8,780 $8,550
------ ------
Adjustments to reconcile net income to net cash
provided by operating activities -
Depreciation and amortization ........................ 3,932 3,659
Provision for losses on accounts receivable .......... 181 148
Loss on sale of fixed assets ......................... 92 7
Changes in assets and liabilities -
(Increase) decrease in assets -
Accounts receivable, net ..................... (6,524) (5,164)
Inventory .................................... (1,371) (1,934)
Prepaid income taxes ......................... 1,079 (75)
Prepaid expenses and other ................... (910) (208)
Other Assets ................................. 1,194 (211)
Increase (decrease) in liabilities -
Accounts payable ............................. 2,677 1,070
Accrued expenses ............................. (2,484) 1,444
Accrued income taxes ......................... 306 (777)
Deferred income taxes ........................ (164) 130
Other noncurrent liabilities ................. (234) (566)
------ ------
(2,226) (2,477)
------ ------
Net cash provided by operating activities 6,554 6,073
------ ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of fixed assets ............................ 1,991 20
Capital expenditures .......................................... (8,053) (4,531)
------ ------
Net cash used in investing activities ... (6,062) (4,511)
------ ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends ................................................ (6,321) (1,127)
Repayment of long-term debt ................................... -- (4,947)
Repayment of short term debt .................................. (3,500) --
Issuance of short term debt ................................... 3,500 1,615
Issuance of common stock - exercise of stock options .......... 188 276
Repurchase of treasury stock .................................. (15) (711)
------ ------
Net cash used in financing activities ... (6,148) (4,894)
------ ------
NET DECREASE IN CASH AND CASH EQUIVALENTS .......................... (5,656) (3,332)
CASH AND CASH EQUIVALENTS, beginning of period ..................... 9,078 9,038
------ ------
CASH AND CASH EQUIVALENTS, end of period ........................... $3,422 $5,706
====== ======
CASH PAID FOR:
Interest ...................................................... $ 121 $ 161
Income Taxes .................................................. $4,258 $6,079
</TABLE>
The accompanying notes are an integral part of these Condensed
Consolidated Financial Statements.
4
<PAGE> 7
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(unaudited)
1. BASIS OF PRESENTATION
---------------------
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
present fairly, in accordance with generally accepted accounting
principles, the Company's financial position, results of operations and
cash flows for the interim periods presented. Such adjustments consisted of
only normal recurring items. The results of operations for the interim
periods shown in this report are not necessarily indicative of results for
any future interim period or for the entire year. These condensed
consolidated financial statements do not include all disclosures associated
with annual financial statements and accordingly should be read in
conjunction with the consolidated financial statements and notes thereto
included in the Company's Annual Report on Form 10K.
2. INVENTORIES
-----------
<TABLE>
Inventories are stated at the lower of cost or market and were as follows:
<CAPTION>
September 28, 1996 December 31, 1995
------------------ -----------------
(in thousands)
<S> <C> <C>
Raw Materials and Work in Process $ 8,655 $10,388
Finished Goods 14,031 10,927
------- -------
$22,686 $21,315
======= =======
</TABLE>
Inventories valued under the last-in, first-out (LIFO) cost method
comprised of approximately 63.2% of the September 28, 1996 totals and 57.0%
of the 1995 totals.
3. COMMON STOCK
------------
During December 1994, the Board of Directors authorized a program to
purchase up to 500,000 shares of the Company's common stock. Through
September 28, 1996, the Company purchased 214,200 shares at an approximate
cost of $3.3 million.
5
<PAGE> 8
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
(UNAUDITED)
-----------
4. PROVISION FOR INCOME TAXES
--------------------------
The effective income tax rates used in the interim financial statements are
estimates of the full year's rates. The estimated effective income tax rate
is 38.5% for 1996 and 39.0% for 1995. The Company's estimated effective
income tax rates are higher than the statutory U. S. Federal income tax
rates primarily due to state income taxes.
5. COMMITMENTS AND CONTINGENCIES
-----------------------------
On June 20, 1996, the Company entered into a compensation arrangement with
its Vice Chairman which provides for certain payments in return for
services provided during the next twelve months in assisting the Company in
its exploration of alternatives to enhance shareholder value.
6. MERGER AGREEMENT
----------------
On August 28, 1996, the Company entered into a merger agreement with AMTROL
Acquisition, Inc. ("Acquisition") and AMTROL Holdings, Inc. ("Holdings")
each a company formed by affiliates of The Cypress Group L.L.C. Upon the
approval of the shareholders of AMTROL at a special meeting to be held on
November 12, 1996, and the satisfaction of certain other conditions,
Acquisition will be merged with and into AMTROL, and AMTROL will become a
wholly-owned subsidiary of Holdings. Upon consummation of the merger, each
share of AMTROL common stock will be converted into the right to receive
$28.25 in cash, without interest thereon.
6
<PAGE> 9
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
RESULTS OF OPERATIONS
---------------------
<TABLE>
The following table sets forth, for the periods indicated, the percentages
of the Company's net sales represented by certain income and expense items
in the Company's Condensed Consolidated Statements of Income.
<CAPTION>
For the Quarter For the Nine Months
Ended Ended
--------------------- --------------------
Sept. 28, Sept. 30 Sept. 28, Sept. 30,
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Good Sold 72.4 71.8 72.7 71.7
----- ----- ----- -----
Gross Profit 27.6 28.2 27.3 28.3
Selling, General and Admin. Expense 16.5 16.7 16.9 16.7
Restructuring Charges -- 4.3 -- 1.4
----- ----- ----- -----
Income from Operations 11.1 7.2 10.4 10.2
Interest Expense (.2) (.2) (.1) (.1)
Interest Income -- -- .1 .1
Other Income, net .3 .5 .2 .2
----- ----- ----- -----
Income before provision for
income taxes and extraordinary item 11.2 7.5 10.6 10.4
Provision for Income Taxes 4.3 2.9 4.1 4.0
----- ----- ----- -----
Income before extraordinary item 6.9% 4.6% 6.5% 6.4%
===== ===== ===== =====
</TABLE>
Net sales for the third quarter of 1996 increased by $1.6 million, or 3.6%,
from the same period in 1995. The increase for the quarter was primarily
attributable to a $2.9 million increase in domestic plumbing and heating
product sales, particularly hot water maker and commercial HVAC systems
products, which was partially offset by a $1.2 million decrease in sales of
non-returnable chemical containers as compared to 1995. Net sales increased
$.2 million, or .2%, in the first nine months of 1996 to $134.8 million
from $134.6 million in the corresponding period in 1995. This increase was
primarily attributable to increased sales of residential plumbing and
heating products due to stronger demand in the new and replacement hydronic
heating market as well as increased sales of residential well water
products and increased international sales of chemical containers, offset
by a weak domestic demand for chemical containers.
7
<PAGE> 10
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
Net sales attributable to the Company's water systems products increased
$1.2 million (or 1.6%) in the first nine months of 1996 to $77.2 million,
primarily due to increased sales of well water accumulators. Net sales
attributable to the Company's HVAC products decreased $1.0 million (or
1.7%) to $57.6 million in the first nine months of 1996, primarily due to a
decrease of $3.2 million in chemical container sales resulting from a
prebuy of domestic chemical containers in 1995, offset by increased sales
of the Company's core HVAC products. The decline in domestic sales of
chemical containers for both the third quarter and first nine months of
1996 also reflects the continued transition from chloroflurocarbons
("CFCs") to new alternative refrigerant gases which is expected to
continue until the aftermarket service demand for new refrigerant gases
grows to previous CFC levels.
The gross profit in the third quarter increased by $.2 million or 1.6% from
the previous year and the gross margin decreased to 27.6% of net sales in
1996 from 28.2% in 1995. The gross profit percentage was adversely affected
principally by inefficiencies associated with assimilating production
requirements from the two plants closed during the past 12 months. For the
nine months, gross profit decreased $1.3 million or 3.5% as compared to the
same period in 1995, and the gross margin decreased to 27.3% of net sales
in 1996 from 28.3% of net sales in 1995. This decrease was primarily due to
the cost of production interruptions associated with plant closings as well
as inclement weather.
Selling, general and administrative expense, before plant closing charges
of $1.9 million, in the third quarter of 1996, increased $.2 million to
$7.5 million and decreased as a percentage of sales to 16.5% from 16.7% in
1995. Selling, general and administrative expense increased during the
quarter primarily due to increased selling expenses associated with high
sales volume during the quarter as well as certain one time promotional
expenses, offset, in part, by reduced administrative expense associated
with the Chairman's office. For the nine month period, selling, general and
administrative expense, before plant closing charges, increased $.3 million
to 16.9% of net sales in 1996 from 16.7% in 1995, due to increased selling
costs associated with the Do-It-Yourself distribution channel and certain
one time promotional expenses, offset, in part, by reduced administrative
expenses associated with the Chairman's office.
Income from operations for the third quarter of 1996 was flat as compared
to the corresponding period of 1995, before taking into account the
restructuring charges of $1.9 million related to plant closings reflected
in the 1995 third quarter. For the nine months ending September 28, 1996,
income from operations decreased $1.5 million (or 10.0%) to $14.0 million
from $15.5 million, before the restructuring charges of $1.9 million, in
the corresponding period of 1995. This decrease was due to the lower gross
margin.
8
<PAGE> 11
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
Net income for the third quarter of 1996 increased $1.1 million (or 55%) to
$3.1 million from $2.0 million in the third quarter of 1995. For the nine
month period ending September 28, 1995, net income increased $.2 million
(or 2.3%) to $8.8 million from $8.6 million in the corresponding period in
1995. Net income for the third quarter and first nine months of 1995
reflected a restructuring charge of $1.9 million related to plant closings.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Working Capital at September 28, 1996 was $42.7 million and the ratio of
current assets to current liabilities was 3.3 to 1.0. This compares with
working capital of $43.3 million and a current ratio of 3.4 to 1.0 at
December 31, 1995.
The Company experienced an increase in its Accounts Receivable balance due
to the increased level of sales activity when compared to the fourth
quarter of 1995 and the increase in export sales of chemical containers and
sales to the retail channel both of which generally carry extended payment
terms.
Cash provided by operations was $6.6 million for the nine months ended
September 28, 1996, representing an increase of $.5 million, as compared
to $6.1 million for the corresponding period in 1996. The increase was
primarily due to proceeds from life insurance policies and a reduction in
prepaid income taxes. Also, the Company received cash from issuing common
stock related to the exercise of stock options of $0.1 million and
borrowed $3.5 million against its Revolving Line of Credit facility.
During the nine months ended September 28, 1996, the Company invested $6.1
million, net, in machinery and equipment and paid dividends of $6.3
million including a special cash dividend of $.70 per share paid in the
second quarter which represented the proceeds from the sale of the
Company's Rogers, Arkansas manufacturing facility, expected proceeds from
the sale of the Company's Plano, Texas facility and proceeds from life
insurance policies. As a result of the foregoing, the Company's cash
balance decreased by $6.0 million.
9
<PAGE> 12
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
Capital expenditures for the nine months ended September 28, 1996 were $8.1
million, an increase of $3.6 million, as compared to $4.5 million for the
corresponding period in 1995. These expenditures related primarily to
ongoing maintenance and upgrading of the Company's Manufacturing
Technology. The Company's total capital expenditures for 1996 are
projected to be $10.5 million.
The Company believes that its operating cash flow and available lines of
credit will be adequate to fund its anticipated future capital commitments
and working capital requirements.
On April 24, 1996, the Company announced that its Board of Directors had
retained Smith Barney Inc. and HSBC Securities, Inc. as financial advisors
to help the Company explore strategic alternatives to enhance shareholder
value, including a possible business combination, the sale of all or a
portion of the Company, potential acquisitions or any other similar
transactions.
On August 28, 1996, the Company entered into a merger agreement with AMTROL
Acquisition, Inc. ("Acquisition") and AMTROL Holdings, Inc. ("Holdings")
each a company formed by affiliates of The Cypress Group L.L.C. Upon the
approval of the shareholders of AMTROL at a special meeting to be held on
November 12, 1996, and the satisfaction of certain other conditions,
Acquisition will be merged with and into AMTROL, and AMTROL will become a
wholly-owned subsidiary of Holdings. Upon consummation of the merger, each
share of AMTROL common stock will be converted into the right to receive
$28.25 in cash, without interest thereon.
10
<PAGE> 13
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
On October 4, 1996, the Company announced that it had restructured
management in order to streamline control of manufacturing operations and
to improve coordination of worldwide sales and marketing activities. The
Board of Directors elected Samuel L. Daniels, Executive Vice President
Sales and Marketing in charge of all marketing and sales for each of the
Company's strategic business units. The Board also elected Clifford A.
Peterson as Senior Vice President of Operations & Technology in charge of
all manufacturing and new product development. Edward J. Cooney will
continue as Senior Vice President and Chief Financial Officer. Also elected
were Gerald J. Leary, Senior Vice President of the new established HVAC
strategic business unit, Scott Bowers, Vice President of the Water Systems
strategic business unit, Richard Meier, Vice President of Subsidiaries, and
Timothy Johnson, Managing Director, Asia-Pacific Operations, each of whom
will report to Mr. Daniels. In addition, the Board announced that it had
elected Mary C. Richmond as Vice President of Corporate Development. The
Company also announced that David Whittingham, Senior Vice President
Containers and Brooks Herrick, Vice President Finance and Corporate
Controller had submitted their resignations effective October 4, 1996.
11
<PAGE> 14
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
PART II - OTHER INFORMATION
---------------------------
EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
Report on Form 8-K dated September 5, 1996, reporting execution of
Merger Agreement dated August 28, 1996 among AMTROL Inc., A. I.
Holdings, Inc. ("Holdings") and A.I. Acquisition, Inc. ("Acquisition"),
a wholly-owned subsidiary of Holdings, whereby Holdings has agreed,
subject to certain terms and conditions, to acquire all of the
outstanding common shares of AMTROL Inc. for $28.25 per common share
payable in cash, without interest, pursuant to the merger of
Acquisition with and into AMTROL Inc.
12
<PAGE> 15
AMTROL INC. AND SUBSIDIARIES
- - --------------------------------------------------------------------------------
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.
AMTROL INC.
Date: October 21, 1996 By: /s/ Kenneth L. Kirk
-------------------------------- ---------------------
Kenneth L. Kirk
Chairman of the Board
Date: October 21, 1996 By: /s/ Edward J. Cooney
-------------------------------- ----------------------
Edward J. Cooney
Senior Vice President
Chief Financial Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-28-1996
<CASH> 3,422
<SECURITIES> 0
<RECEIVABLES> 31,529
<ALLOWANCES> 1,078
<INVENTORY> 22,686
<CURRENT-ASSETS> 61,431
<PP&E> 72,403
<DEPRECIATION> 40,314
<TOTAL-ASSETS> 96,642
<CURRENT-LIABILITIES> 18,688
<BONDS> 0
<COMMON> 76
0
0
<OTHER-SE> 72,762
<TOTAL-LIABILITY-AND-EQUITY> 96,642
<SALES> 134,816
<TOTAL-REVENUES> 134,816
<CGS> 98,018
<TOTAL-COSTS> 22,793
<OTHER-EXPENSES> (420)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 149
<INCOME-PRETAX> 14,276
<INCOME-TAX> 5,496
<INCOME-CONTINUING> 8,780
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,780
<EPS-PRIMARY> 1.15
<EPS-DILUTED> 1.15
</TABLE>
