<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1996
Commission File No. 0-22724
CABLE DESIGN TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3601505
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Foster Plaza 7
661 Andersen Drive
Pittsburgh, PA 15220
(Address of principal executive offices)
(412) 937-2300
Registrant's telephone number, including area code
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- -----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at 12/6/96
----- ----------------------
Common Stock, $.01 Par Value 18,191,710
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION
-------------------------------------
TABLE OF CONTENTS
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Page
----
PART I FINANCIAL INFORMATION
ITEM 1 Financial Statements
Review Report of Independent Public Accountants for
the Three Months Ended October 31, 1996 4
Cable Design Technologies Corporation and
Subsidiaries Condensed Consolidated Statements of
Income - Unaudited for the Three Months Ended
October 31, 1996 and 1995 5
Cable Design Technologies Corporation and
Subsidiaries Condensed Consolidated Balance Sheets
as of October 31, 1996 (Unaudited), and July 31, 1996 6
Cable Design Technologies Corporation and
Subsidiaries Condensed Consolidated Statements of
Cash Flows - Unaudited for the Three Months
Ended October 31, 1996 and 1995 7
Cable Design Technologies Corporation and
Subsidiaries - Notes to Condensed Consolidated
Financial Statements (Unaudited) 8
ITEM 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II OTHER INFORMATION
ITEM 1 Legal Proceedings 11
ITEM 2 Changes in Securities 11
ITEM 3 Defaults upon Senior Securities 11
ITEM 4 Submission of Matters to a Vote of Security Holders 11
ITEM 5 Other Information 11
ITEM 6 Exhibits and Reports on Form 8-K 11
SIGNATURES 12
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
In the opinion of Cable Design Technologies Corporation's (the "Company")
management, the unaudited consolidated financial statements included in this
filing on Form 10-Q reflect all adjustments which are considered necessary for a
fair presentation of financial information for the period presented.
REVIEW BY INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has made a review, based upon procedures adopted by the
American Institute of Certified Public Accountants, of the unaudited
consolidated financial statements for the three month period ended October 31,
1996, contained in this report. As stated on page 4, Arthur Andersen LLP did
not audit and accordingly does not express an opinion on the unaudited
consolidated financial statements; however as a result of such review, they are
not aware of any material modifications that should be made to the financial
statements referred to above for them to be in conformity with generally
accepted accounting principles.
- 3 -
<PAGE>
Report of Independent Public Accountants
To the Board of Directors and Shareholders of Cable Design Technologies
Corporation:
We have reviewed the accompanying condensed consolidated balance sheet of Cable
Design Technologies Corporation (a Delaware corporation) and Subsidiaries as of
October 31, 1996, and the related condensed consolidated statements of income
for the three months ended October 31, 1996 and 1995, and the statements of cash
flows for the three month periods ended October 31, 1996 and 1995. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Cable Design Technologies
Corporation and Subsidiaries as of July 31, 1996, and, in our report dated
September 11, 1996, we expressed an unqualified opinion on that statement. In
our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of July 31, 1996, is fairly stated, in all
material respects, in relation to the balance sheet from which it has been
derived.
Pittsburgh, Pennsylvania, Arthur Andersen LLP
November 15, 1996
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CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED
-------------------------------------------------------
(Dollars in thousands, except per share data)
---------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
October 31,
-------------------------
1996 1995
----------- -----------
<S> <C> <C>
Net sales $ 115,971 $ 65,054
Cost of sales 81,266 44,103
----------- -----------
Gross Profit 34,705 20,951
Selling, general & administrative 20,725 10,196
----------- -----------
Income from operations 13,980 10,755
Interest expense, net 1,117 1,241
Other (income) expense (45) 2
----------- -----------
Income before income taxes 12,908 9,512
Income tax provision 4,770 3,804
----------- -----------
Net income $ 8,138 $ 5,708
=========== ===========
Per share data:
weighted average number of
common shares and equivalents 20,535,433 17,247,677
Net income per common share $0.40 $0.33
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
- 5 -
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(Dollars in thousands, except per share data)
---------------------------------------------
<TABLE>
<CAPTION>
As of As of
October 31, July 31,
1996 1996
-------------- -----------
ASSETS (Unaudited)
- ------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 16,040 $ 16,097
Accounts receivable, net of allowance for uncollectible amounts of
$2,623 and $2,660, respectively 101,824 96,490
Inventories 92,497 90,618
Other current assets 5,815 5,251
----------- -----------
Total current assets 216,176 208,456
Net property, plant and equipment 93,014 89,519
Other assets 22,009 22,130
----------- -----------
Total assets $331,199 $320,105
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Current liabilities $ 68,830 $ 72,682
Long-term debt 76,644 73,068
Other non-current liabilities 9,767 8,898
----------- -----------
Total liabilities 155,241 154,648
----------- -----------
Stockholder's Equity:
Preferred stock, par value $.01 per share -
Authorized, 1,000,000 shares, no shares issued
Common Stock, par value $.01 per share-
Authorized, 25,000,000 shares
Issued and outstanding, 18,221,463 and shares 18,054,498 respectively 182 181
Paid in capital 154,386 152,864
Deferred Compensation (214) (208)
Retained Earnings:
Retained earnings 72,978 64,840
Recapitalization distribution on July 14, 1988 (52,656) (52,656)
----------- -----------
Retained earnings 20,322 12,184
Currency translation adjustment 1,282 436
----------- -----------
Total stockholders' equity 175,958 165,457
----------- -----------
Total liabilities and stockholders' equity $331,199 $320,105
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
- 6 -
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED
-----------------------------------------------------------
(Dollars in thousands)
----------------------
<TABLE>
<CAPTION>
Three months ended
October 31,
------------------
1996 1995
-------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 964 $ 7,876
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment (4,231) (3,083)
Acquisition of businesses, including transaction costs --- (11,059)
-------- ---------
Net cash used by investing activities (4,231) (14,142)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Funds provided by long-term debt 131 11,647
Funds used to reduce long-term debt (3,604) (2,167)
Net proceeds from issuance of common stock 1,478 70
Net change in revolving note borrowings 5,300 (3,000)
Payments for deferred financing fees --- (63)
-------- ---------
Net cash provided by financing activities 3,305 6,487
EFFECT OF CURRENCY TRANSLATION ON CASH (95) ---
-------- ---------
Net increase (decrease) in cash (57) 221
CASH and cash equivalents, beginning of period 16,097 2,210
-------- ---------
CASH and cash equivalents, end of period $16,040 $ 2,431
-------- ---------
</TABLE>
The accompanying notes are an integral part of these statements
- 7 -
<PAGE>
CABLE DESIGN TECHNOLOGIES CORPORATION AND SUBSIDIARIES
------------------------------------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED
----------------------------------------------------------------
(Dollars in thousands, except per share data)
---------------------------------------------
1. BASIS OF PRESENTATION:
---------------------
The condensed consolidated financial statements presented herein are unaudited.
Certain information and footnote disclosures normally prepared in accordance
with generally accepted accounting principles have been either condensed or
omitted pursuant to the rules and regulations of the Securities and Exchange
Commission. Although the registrant believes that all adjustments necessary for
a fair presentation have been made, interim period results are not necessarily
indicative of the results of operations for a full year. As such, these
financial statements should be read in conjunction with the financial statements
and notes thereto included in the registrant's most recent Form 10-K which was
filed for the fiscal year ended July 31, 1996.
2. INVENTORIES
-----------
Inventories of the Company consist of the following:
<TABLE>
<CAPTION>
October 31, July 31,
1996 1996
------------ ------------
<S> <C> <C>
Raw materials $24,561 $24,004
Work-in-process 21,878 21,981
Finished goods 46,058 44,633
------------ ------------
$92,497 $90,618
============ ============
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This discussion and analysis of the Company's results of operations and
financial condition should be read in conjunction with the Company's condensed
consolidated financial statements (unaudited) and the notes thereto.
RESULTS OF OPERATIONS
THREE MONTHS ENDED OCTOBER 31, 1996 COMPARED TO
THREE MONTHS ENDED OCTOBER 31, 1995
Net Sales Net sales for the three months ended October 31, 1996 ("first
- ---------
quarter 1997") increased $50.9 million, or 78.3%, to $116.0 million compared to
$65.1 million for the three months ended October 31, 1995 ("first quarter 1996")
with the addition of sales attributable to the recently acquired businesses:
NORDX/CDT, Raydex/CDT, Cekan/CDT and X-Mark/CDT. First quarter 1997 sales of
network systems products increased $23.4 million over the first quarter 1996.
The additional sales of network systems products attributable to the recently
acquired businesses of $30.6 million, continued sales of non-plenum level 5
network cable products and increased sales of fiber optic network cable products
more than offset the negative effect of the lower pricing and reduced sales
volume for Teflon(R) plenum network cable products compared to the first quarter
1996. The addition of $20.9 million of sales of communications cable products
by NORDX/CDT represented approximately 41% of the first quarter 1997 increase in
sales. First quarter 1997 sales of automation, sound & safety cable products
increased $1.2 million, or 7.2%, over the first quarter 1996, and first quarter
1997 sales of other products, principally cable, increased $3.3 million, or
48.5%, over the first quarter 1996. First quarter sales of computer interconnect
cable products increased $1.0 million, or 21.7%, compared to the first quarter
1996. Overall, the additional sales attributable to the recently acquired
businesses accounted for $4.7 million of the increase in first quarter 1997
sales of automation, sound & safety, computer interconnect, and other products.
First quarter 1997 sales outside of North America comprised approximately 22% of
total sales and increased $10.5 million, or 70.5%, to $25.4 million primarily as
a result of the additional sales attributable to the recently acquired
businesses.
Gross Profit Gross profit for the first quarter 1997 increased $13.7 million,
- ------------
or 65.6%, to $34.7 million compared to $21.0 million for the first quarter 1996.
The first quarter 1997 gross profit attributable to the recently acquired
businesses of $15.6 million more than offset the negative effect of the lower
pricing and reduced sales volume for Teflon(R) plenum network cable products
compared to the first quarter 1996. Network systems products, including
NORDX/CDT's IBDN network structured wiring products, accounted for approximately
45% of the increase in first quarter 1997 gross profit, and NORDX/CDT's
communications cable products accounted for approximately 38% of the first
quarter increase in gross profit.
The gross margin for the first quarter 1997 was 29.9% compared to 32.2% for the
first quarter 1996. The primary factors contributing to the lower first quarter
1997 gross margin were the lower gross margins attributable to the recently
acquired Raydex/CDT and NORDX/CDT's communication cable business relative to the
Company's overall gross margin for the first quarter 1996, and the lower pricing
and sales volume for Teflon(R) plenum network cable products which has occurred
over the last three quarters.
Selling, General and Administrative Expense Selling, general and
- -------------------------------------------
administrative expense ("SG&A") for the first quarter 1997 was $20.7 million
compared to $10.2 million for the first quarter 1996. As a percent of sales,
SG&A was 17.9% for the first quarter 1997 compared to 15.7% for the first
quarter 1996. The increase in SG&A as a percent of sales is primarily the
result of the addition of NORDX/CDT's SG&A which, relative to the Company's
preacquisition operations, represents a higher percentage of sales. One factor
contributing to NORDX/CDT's higher SG&A percentage is the inclusion of the costs
incurred in connection with its dedicated product research and development
programs, such as the DynaTraX automated cross-connect switch. NORDX/CDT's
research and development costs receive beneficial tax treatment in Canada and
continue to enhance the Company's ability to develop advanced products for the
future.
Income from Operations Income from operations for the first quarter 1997
- ----------------------
increased $3.2 million, or 30%, to $14.0 million compared to $10.8 million for
the first quarter 1996. The operating margin, derived by dividing operating
income by net sales, was 12.1% for the first quarter 1997 compared to 16.5% for
the first quarter 1996. The primary factors contributing to the lower operating
margin for the first quarter 1997 compared to the first quarter 1996 were the
inclusion of the recently acquired NORDX/CDT's communication cable and the
Raydex/CDT businesses which, relative to the Company's preacquisition
operations,
- 9 -
<PAGE>
have a lower gross margin, the lower gross margin attributable to the lower
pricing and sales volume for Teflon(R) plenum network cable products relative to
the first quarter 1996, and the higher SG&A as a percentage of sales of certain
of the recently acquired businesses, principally NORDX/CDT.
Net Income Net income for the first quarter 1997 increased $2.4 million, or
- ----------
42.6%, to $8.1 million ($0.40 per share) compared to net income of $5.7 million
($0.33 per share) for the first quarter 1996.
FINANCIAL CONDITION
Liquidity and Capital Resources Based on the Company's current expectations
- -------------------------------
for its business, management believes that its cash flow from operations and the
available portion of its revolving credit facilities and foreign credit facility
will provide it with sufficient liquidity to meet current liquidity needs.
Working Capital During the first quarter 1997, operating working capital
- ---------------
increased $9.5 million. The change in operating working capital was primarily
the result of increases in accounts receivable ($3.6 million) and inventories
($.5 million) and a decrease in accounts payable and other accrued liabilities
($5.0 million). The change in operating working capital excludes changes in
cash and cash equivalents and current maturities of long-term debt.
Cash Flow After providing for the increase in working capital, the Company
- ---------
generated $1.0 million of net cash from operating activities during the first
quarter 1997. Net cash provided by financing activities of $3.3 million
included $1.5 million from the exercise of stock options and $1.8 million from
debt sources. The cash and cash equivalents balance of $16.0 million remained
relatively unchanged from the fiscal year end.
OTHER
Preferred Stock Purchase Rights On December 10, 1996, the Board of Directors
- -------------------------------
adopted a Rights Agreement ("Rights Agreement"). Under the Rights Agreement,
one Preferred Share Purchase Right ("Right") for each outstanding share of the
Company's common stock is to be distributed to stockholders of record on
December 26, 1996. Each Right will entitle the holder to buy one-thousandth of
a share of a new series of junior participating preferred stock for an exercise
price of $150.00. The Rights will be exercisable only if a person or group
(with certain exceptions) acquires, or announces a tender offer to acquire, 20%
or more of the Company's common stock (the "Acquiror"). If the Acquiror
purchases 20% or more of the total outstanding shares of the Company's common
stock, or if the Acquiror acquires the Company in a reverse merger, each Right
(except those held by the Acquiror) becomes a right to buy shares of the
Company's common stock having a market value equal to two times the exercise
price of the Right. If the Company is acquired in a merger or other business
combination, or 50% or more of the Company's assets or earning power is sold or
transferred, each Right (except those held by the Acquiror) becomes a right to
buy shares of the common stock of the Acquiror having a market value of two
times the exercise price. The Company may exchange the Rights for shares of the
Company's common stock on a one-to-one basis at any time after a person or group
has acquired 20% or more of the outstanding stock. The Company will be entitled
to redeem the Rights at $0.01 per Right (payable in cash or common stock of the
Company, at the Company's option) at any time before public disclosure that a
20% position has been acquired. The Rights will expire on December 11, 2006,
unless previously redeemed or exercised. The distribution of the Rights is not
a taxable event to stockholders. (see Item 5)
FORWARD-LOOKING STATEMENTS -- Under the Private Securities Litigation Act of
1995
Certain statements in this quarterly report are forward-looking statements.
These statements are subject to various risks and uncertainties, many of which
are outside the control of the Company, including the level of market demand for
the Company's products, competitive pressures, the ability to achieve reductions
in operating costs and to continue to integrate acquisitions, price fluctuations
of raw materials and the potential unavailability thereof, foreign currency
fluctuations, technological obsolescence, environmental matters and other
specific factors discussed in the Company's Prospectus, dated February 27, 1996,
and other Securities and Exchange Commission filings. The information contained
herein represents management's best judgment as of the date hereof based on
information currently available; however, the Company does not intend to update
this information to reflect developments or information obtained after the date
hereof and disclaims any legal obligation to the contrary.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
Preferred Stock Purchase Rights On December 10, 1996, the Board of Directors
- -------------------------------
adopted a Rights Agreement ("Rights Agreement"). Under the Rights Agreement,
one Preferred Share Purchase Right ("Right") for each outstanding share of the
Company's common stock is to be distributed to stockholders of record on
December 26, 1996. Each Right will entitle the holder to buy one-thousandth of
a share of a new series of junior participating preferred stock for an exercise
price of $150.00. The Rights will be exercisable only if a person or group
(with certain exceptions) acquires, or announces a tender offer to acquire, 20%
or more of the Company's common stock (the "Acquiror"). If the Acquiror
purchases 20% or more of the total outstanding shares of the Company's common
stock, or if the Acquiror acquires the Company in a reverse merger, each Right
(except those held by the Acquiror) becomes a right to buy shares of the
Company's common stock having a market value equal to two times the exercise
price of the Right. If the Company is acquired in a merger or other business
combination, or 50% or more of the Company's assets or earning power is sold or
transferred, each Right (except those held by the Acquiror) becomes a right to
buy shares of the common stock of the Acquiror having a market value of two
times the exercise price. The Company may exchange the Rights for shares of the
Company's common stock on a one-to-one basis at any time after a person or group
has acquired 20% or more of the outstanding stock. The Company will be entitled
to redeem the Rights at $0.01 per Right (payable in cash or common stock of the
Company, at the Company's option) at any time before public disclosure that a
20% position has been acquired. The Rights will expire on December 11, 2006,
unless previously redeemed or exercised. The distribution of the Rights is not
a taxable event to stockholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
--------
4.1 Rights Agreement adopted by the Board of Directors on December
10, 1996. Incorporated by reference to Exhibit 1.1 to the
Company's registration statement on Form 8-A, as filed on
December 11, 1996. (File No. 001-12561)
11.1 Computation of per share earnings
(b) Form 8-Ks
---------
None
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<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CABLE DESIGN TECHNOLOGIES CORPORATION
/s/ Paul M. Olson
-----------------
December 16, 1996 Paul M. Olson
President/Chief Executive Officer
/s/ Kenneth O. Hale
-------------------
December 16, 1996 Kenneth O. Hale
Vice President, Chief Financial
Officer and Secretary
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<PAGE>
Cable Design Technologies Corporation Exhibit 11.1
Computation of Earnings per Share
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
Quarter Ended October 31,
1996 1995
<S> <C> <C>
Primary:
Income before extraordinary items $8,138 $5,708
Extraordinary loss --- ---
----------------------
Net Income $8,138 $5,708
Weighted average number of shares of common stock outstanding 18,166,356 14,616,666
Assumed exercise of stock options 2,369,077 2,631,011
----------------------
Total shares 20,535,433 17,247,677
Primary earnings before extraordinary items per common share $0.40 $0.33
Primary loss from extraordinary items --- ---
----------------------
Primary earnings per common share $0.40 $0.33
<CAPTION>
Quarter Ended October 31,
1996 1995
<S> <C> <C>
Fully diluted:
Income before extraordinary items $8,138 $5,708
Extraordinary loss --- ---
----------------------
Net Income $8,138 $5,708
Weighted average number of shares of common stock outstanding 18,166,356 14,616,666
Assumed exercise of stock options 2,369,077 2,659,695
----------------------
Total shares 20,535,433 17,276,361
Fully diluted earnings before extraordinary items per common share $0.40 $0.33
Fully diluted loss from extraordinary items --- ---
----------------------
Fully diluted earnings per common share $0.40 $0.33
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Unaudited Condensed Consolidated Balance Sheets and Statements of income as of
October 31, 1996 and the three month period then ended and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-START> AUG-01-1996
<PERIOD-END> OCT-31-1996
<CASH> 16,040
<SECURITIES> 0
<RECEIVABLES> 104,447
<ALLOWANCES> 2,623
<INVENTORY> 92,497
<CURRENT-ASSETS> 216,176
<PP&E> 117,806
<DEPRECIATION> 24,792
<TOTAL-ASSETS> 331,199
<CURRENT-LIABILITIES> 68,830
<BONDS> 0
0
0
<COMMON> 182
<OTHER-SE> 175,776
<TOTAL-LIABILITY-AND-EQUITY> 331,199
<SALES> 115,971
<TOTAL-REVENUES> 115,971
<CGS> 81,266
<TOTAL-COSTS> 101,991
<OTHER-EXPENSES> (45)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,117
<INCOME-PRETAX> 12,908
<INCOME-TAX> 4,770
<INCOME-CONTINUING> 8,138
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,138
<EPS-PRIMARY> $.40
<EPS-DILUTED> $.40
</TABLE>
