1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter period ended September 30, 1995.
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 0-7201.
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POE & BROWN, INC.
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(Exact name of Registrant as specified in its charter)
FLORIDA 59-0864469
--------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
Incorporation or organization) Number)
220 S. RIDGEWOOD AVE., DAYTONA BEACH, FL 32114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 252-9601
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, and (2) has been subject to such filing
requirements for the past ninety (90) days. Yes X No
--- ---
The number of shares of the Registrant's common stock, $.10 par value,
outstanding as of November 1, 1995, was 8,681,509,000.
POE & BROWN, INC.
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INDEX TO FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1995
PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Statements of Income for the three
and nine months ended September 30, 1995 and 1994 3
Condensed Consolidated Balance Sheets as of September 30,
1995 and December 31, 1994 4
Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 1995 and 1994 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 10
POE & BROWN, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
1995 1994 1995 1994
---- ---- ---- ----
REVENUES
Commissions and fees . . . . . . . . . . . . . . . . . $25,134 $24,430 $75,937 $72,567
Investment income . . . . . . . . . . . . . . . . . . . 978 808 2,834 4,296
Other income . . . . . . . . . . . . . . . . . . . . . 238 (199) 568 39
------- ------- ------- -------
Total revenues . . . . . . . . . . . . . . . . . . . 26,350 25,039 79,339 76,902
------- ------- ------- -------
EXPENSES
Compensation and employee benefits . . . . . . . . . . 13,491 13,038 41,542 39,353
Other operating expenses . . . . . . . . . . . . . . . 5,285 5,758 16,977 17,656
Interest and amortization . . . . . . . . . . . . . . . 1,342 1,418 3,760 4,272
------- ------- ------- -------
Total expenses . . . . . . . . . . . . . . . . . . . 20,118 20,214 62,279 61,281
------- ------- ------- -------
Income before income taxes . . . . . . . . . . . . . . . 6,232 4,825 17,060 15,621
Income taxes . . . . . . . . . . . . . . . . . . . . . . 2,400 1,269 6,117 5,401
------- ------- ------- -------
NET INCOME . . . . . . . . . . . . . . . . . . . . . . . $ 3,832 $ 3,556 $10,943 $10,220
======= ======= ======= =======
Net income per common and common equivalent share . . . . $ .44 $ .41 $ 1.26 $ 1.18
======= ======= ======= =======
Dividends declared per share . . . . . . . . . . . . . . $ .12 $ .10 $ .36 $ .30
======= ======= ======= =======
Weighted average number of shares outstanding . . . . . . 8,710 8,661 8,695 8,630
See notes to condensed consolidated financial statements.
POE & BROWN, INC.
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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEPTEMBER 30 DECEMBER 31
1995 1994
---- ----
ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,287 $ 23,185
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . 685 787
Premiums receivable from customers, less allowance for
doubtful accounts of $100 in 1995 and $69 in 1994 . . . . . . . . . . . 49,268 56,784
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,622 6,779
-------- --------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 87,862 87,535
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . 9,552 8,330
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . 35,607 32,973
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,239 12,142
-------- --------
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $145,260 $140,980
======== ========
LIABILITIES
Premiums payable to insurance companies . . . . . . . . . . . . . . . . . . $ 63,274 $ 63,195
Premium deposits and credits due customers . . . . . . . . . . . . . . . . 4,972 6,970
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . 7,328 8,302
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . 1,420 1,434
-------- --------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 76,994 79,901
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,484 7,430
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,299 3,778
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,553 5,765
-------- --------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93,330 96,874
-------- --------
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized 18,000 shares; issued 8,681 shares
in 1995 and 8,635 in 1994 . . . . . . . . . . . . . . . . . . . . . . . 868 864
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . 2,338 2,241
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43,497 35,660
Unrealized appreciation of available-for-sale securities, net . . . . . . . 5,227 5,341
-------- --------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . 51,930 44,106
-------- --------
Total liabilities and shareholders' equity . . . . . . . . . . . . . . . . $145,260 $140,980
======== ========
See notes to condensed consolidated financial statements.
POE & BROWN, INC.
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(IN THOUSANDS)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
---------------------------------------
1995 1994
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,943 $10,220
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . 4,916 4,452
Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . 31 -
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,639) (1,047)
Net gains on sales of investments, fixed assets
and customer accounts . . . . . . . . . . . . . . . . . . . . . . . . . . (498) (2,161)
Premiums and commissions receivable, decrease . . . . . . . . . . . . . . . 7,485 8,155
Other assets, (increase) decrease . . . . . . . . . . . . . . . . . . . . . (135) 103
Premiums payable to insurance companies, increase (decrease) . . . . . . . 79 (10,558)
Premium deposit and credits due customers, (decrease) . . . . . . . . . . . (1,998) (625)
Accounts payable and accrued expenses, (decrease) . . . . . . . . . . . . . (974) (1,389)
Other liabilities, increase . . . . . . . . . . . . . . . . . . . . . . . . 788 1,060
------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . . . . . . . 18,998 8,210
------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment . . . . . . . . . . . . . . . . . . . . (3,092) (2,105)
Payments for businesses acquired, net of cash acquired . . . . . . . . . . (3,935) -
Proceeds from sales of fixed assets and customer accounts . . . . . . . . . 520 345
Purchases of investments . . . . . . . . . . . . . . . . . . . . . . . . . (303) -
Proceeds from sales of investments . . . . . . . . . . . . . . . . . . . . 413 2,366
Other investing activities, net . . . . . . . . . . . . . . . . . . . . . . - (12)
------- --------
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES . . . . . . . . . . . . (6,397) 594
------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt and notes payable . . . . . . . . . . . . . . . (1,995) (10,127)
Proceeds from long term debt and notes payable . . . . . . . . . . . . . . 500 3,300
Exercise of stock options, issuance of stock . . . . . . . . . . . . . . . 102 1,536
Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,106) (2,712)
------- --------
NET CASH (USED IN) FINANCING ACTIVITIES . . . . . . . . . . . . . . . . . . (4,499) (8,003)
------- --------
Net increase in cash and cash equivalents . . . . . . . . . . . . . . . . . 8,102 801
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . 23,185 27,132
------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . $31,287 $ 27,933
======= ========
See notes to condensed consolidated financial statements.
POE & BROWN, INC.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 1995
NOTE 1 - BASIS OF FINANCIAL REPORTING
The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments considered necessary for a fair presentation have been included.
For further information, refer to the consolidated financial statements and the
notes thereto included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1994. Certain reclassifications have been made to the
accompanying unaudited condensed consolidated financial statements for the
period ended September 30, 1994 to make them conform to the 1995 presentation.
Results of operations for the three- and nine-month periods ended
September 30, 1995 are not necessarily indicative of the results that may be
expected for the year ending December 31, 1995.
NOTE 2 - NET INCOME PER SHARE
Net income per share is based upon the weighted average number of shares
outstanding, adjusted for the dilutive effect of stock options, which is the
same on both a primary and a fully-diluted basis.
NOTE 3 - MERGER AND ACQUISITIONS
On March 1, 1995, the Company issued 146,300 shares of its common stock
for all of the partnership interest in Insurance West, a Phoenix, Arizona
general insurance company. The merger has been accounted for as a pooling-of-
interests and, accordingly, the Company's consolidated financial statements
have been restated for all periods prior to the merger to include the results
of operations, financial position, and cash flows of Insurance West. The
separate company operating results of Insurance West for periods prior to the
merger are not material to the Company's consolidated operating results.
During the first quarter of 1995 the Company acquired substantially all
of the assets of King Insurance Agency, Inc. of Naples, Florida. During the
second quarter of 1995, the Company acquired substantially all of the assets of
S. Lloyd Underwriters, Inc. of Ft. Lauderdale, Florida. During the third
quarter of 1995, the Company acquired substantially all of the assets of
Roehrig/Flood & Associates, Inc. of St. Petersburg, Florida and the Robert
Scott Gordon Insurance Agency of Newtown Square, Pennsylvania. In addition,
during the first and second quarters of 1995 the Company purchased four small
books of business (customer accounts). In connection with these acquisitions,
the Company acquired assets valued at $5,560,000 in exchange for cash of
$4,025,000 and debt of $1,535,000. These acquisitions have been accounted for
using the purchase method of accounting. Pro forma results of operations for
the three- and nine-month periods ended September, 1995 and 1994 resulting
from these acquisitions were not materially different from the results of
operations as reported. Their results of operations have been combined with
those of the Company since their respective acquisition dates.
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NOTE 4 - LONG-TERM DEBT
The Company continues to maintain its credit agreement with a major
insurance company under which up to $6 million presently may be borrowed at an
interest rate equal to the prime lending rate plus one percent. The available
amount will decrease by $1 million each August, as described in Note 7 to the
consolidated financial statements contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1994. As of September 30, 1995, $6
million was outstanding under the agreement.
The Company currently maintains a revolving credit facility with a
national banking institution which provides for available borrowings of up to
$10 million. As of September 30, 1995 there were no borrowings against this
line of credit.
NOTE 5 - INCOME TAXES
In 1992, the Internal Revenue Service (Service) completed examinations of
the Company's federal income tax returns for the tax years 1988, 1989, and
1990. As a result of its examinations, the Service issued Reports of Proposed
Adjustments asserting income tax deficiencies which, by including interest and
state income taxes for the periods examined and the Company's estimates of
similar adjustments for subsequent periods through December 31, 1993, would
total $6,100,000. The disputed items related primarily to the deductibility of
amortization of purchased customer accounts of approximately $5,107,000 and
non-compete agreements of approximately $993,000. In addition, the Service's
report included a dispute regarding the time at which the Company's payments
made pursuant to certain indemnity agreements would be deductible for tax
reporting purposes. During August 1994, the Company reached a settlement
agreement with the Service with respect to certain of the disputed amortization
items and the indemnity agreement payment issue. In March 1995, the Company
reached a settlement agreement with the Service with respect to the remaining
disputed items. Based upon these settlements and after taking into
consideration a $250,000 reduction in the Company's general tax reserves
resulting from current and expected payments under the settlement agreements,
the Company recorded a $450,000 and $700,000 adjustment to decrease reserves in
the first quarter of 1995 and the third quarter of 1994, respectively, with a
corresponding reduction to its income tax provision.
NOTE 6 - CONTINGENCIES
The Company is not a party to any legal proceedings other than various
claims and lawsuits arising in the normal course of business. Management of
the Company does not believe that any such claims or lawsuits will have a
material effect on the Company's financial condition or results of operations.
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ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Effective March 1, 1995, the Company issued 146,300 shares of its common
stock to the former partners of Insurance West. The merger has been accounted
for as a pooling-of-interests and accordingly, the Company's consolidated
operating results for the three- and nine-month periods ended September, 1994
have been restated to include the results of operations of Insurance West.
RESULTS OF OPERATIONS
Net Income. Net income for the third quarter of 1995 was $3,832,000, or
$.44 per share, compared with net income in the third quarter of 1994 of
$3,556,000, or $.41 per share, a 7% increase in per share earnings. The 1994
third quarter earnings per share includes a favorable tax reserve adjustment of
$.08 per share resulting from the reduction in general tax reserves stemming
from the August 1994 favorable settlement of a portion of the outstanding IRS
examination issues. Excluding this non-recurring item, the third quarter
earnings per share increased from $.33 per share to $.44 per share, a 33%
increase.
Net income for the nine months ended September 30, 1995 was $10,943,000
or $1.26 per share, compared with 1994 same period net income of $10,220,000,
or $1.18 per share, for a 7% increase. The nine months ended September 30,
1995 and 1994 earnings per share includes a favorable tax reserve adjustment of
$.05 and $.08 per share, respectively, resulting from the reduction in general
tax reserves stemming from the March 1995 and August 1994 settlement of the
Company's IRS examination issues. The 1994 earnings per share also includes a
$.16 per share gain from the sale of approximately 23% of the Company's
investment in common stock of Rock-Tenn Company. Excluding these non-recurring
items, the 1995 earnings per share increased from $.94 in 1994 to $1.21 in
1995, a 29% increase.
Commissions and Fees. Commissions and fees for the third quarter of 1995
increased $704,000 or 3% from 1994. The increase is partially attributable to
new business production. Commissions and fees for the nine months ended
September 30, 1995 were $75,937,000 compared to $72,567,000 for the same period
in 1994, a 5% increase. In addition to new business production, contingent
commissions for the 1995 period increased approximately $515,000 over 1994
levels and revenues from acquired agencies totaled $1,917,000.
Investment Income. Investment income for the quarter ended September 30,
1995 was up $170,000 or 21% over 1994. Investment income for the nine-month
period in 1995 decreased $1,462,000. This decrease is primarily related to the
$2,185,000 gain from the sale of approximately 23% of the Company's investment
in the common stock of Rock-Tenn that occurred during March 1994. Excluding
this gain, investment income during 1995 increased by approximately $723,000 or
34%. The increases in the investment income after excluding the Rock-Tenn gain
are due to increased available funds and the implementation of a consolidated
cash management program which has resulted in improved earnings on cash and
cash equivalents.
Other Income. Other income increased approximately $529,000 for the
nine months ended September 30, 1995 over the same period for 1994 and
approximately $437,000 for the three months ended September 30, 1995 over the
same period for 1994. The increase is attributable to sales of additional
books of business (customer accounts) during 1995 as compared to the sales and
losses in 1994.
Compensation and Employee Benefits. Compensation and employee benefits
increased during both the three and nine months ended September 30, 1995. The
increase for the nine-month period ended September 30, 1995 is 5.5% while the
increase for the quarter ended September 30, 1995 is 3.5%. This increase is
primarily due to additional commission expense as a result of the increased
commission and fee revenues and the addition of $542,000 of expense in the
second quarter of 1995 resulting from the accelerated vesting of benefits under
certain terminated deferred compensation arrangements effective July 1, 1995.
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Other Operating Expenses. Other operating expenses for the three months
ended September 30, 1995 decreased $473,000 over the same period in 1994.
Other operating expenses for the nine months ended September 30, 1995 decreased
$679,000 from 1994 and declined as a percentage of commissions and fees from
24% to 22%. This decrease is primarily due to continued improvements in
operational efficiencies.
Interest and Amortization. Interest and amortization expense decreased
$76,000 during the third quarter of 1995 and $512,000 during the nine months
ended September 30, 1995 over the same periods in 1994. This reduction is
primarily a result of lower average borrowings.
Income Taxes. The Company's effective tax rate for the three months
ended September 30, 1995 and 1994 was 38.5% and 26.3%, respectively. The
Company's effective tax rate for the nine-months ended September 30, 1995 and
1994 was 35.8% and 34.6%, respectively. The difference in the effective tax
rate is primarily the result of a $450,000 and $700,000 reduction in the
Company's income tax reserves during the first quarter of 1995 and the third
quarter of 1994, respectively, due to the tax settlements in March 1995 and
August 1994 of the outstanding IRS examination issues which the Company had
originally protested. See Note 5 to the Condensed Consolidated Financial
Statements for further information.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents increased from December 31, 1994
by $8,102,000 to $31,287,000 at September 30, 1995. During the nine months
ended September 30, 1995, cash of $18,998,000 was provided from operating
activities. Cash was used primarily to acquire businesses for $3,935,000,
purchase property and equipment of $3,092,000 and pay dividends of $3,106,000
on the Company's common stock. The current ratio improved to 1.14 as of
September 30, 1995 from 1.10 as of December 31, 1994.
The Company has a credit agreement with a major insurance company under
which up to $6 million may be borrowed at an interest rate equal to the prime
lending rate plus one percent, which will decrease by $1 million each August
though the year 2001 when it will expire. As of September 30, 1995, the
maximum borrowings under this agreement ($6,000,000) were outstanding.
In November 1994, the Company entered into a revolving credit facility
with a national banking institution which provides for available borrowings of
up to $10 million. On borrowings under this facility of less than $1,000,000
the interest rate is the higher of the prime rate or the federal funds rate
plus .50%. On borrowings under this facility equal to or in excess of
$1,000,000, the interest rate is LIBOR plus .50% to 1.25% depending on certain
financial ratios. A commitment is assessed in the amount of .25% per annum on
the unused balance. The facility expires in November 1997. No borrowings were
outstanding against this revolving credit facility as of September 30, 1995.
The Company believes that its existing cash, cash equivalents, short-term
investments, funds generated from operations and available credit facility
borrowings are sufficient to satisfy its normal financial needs for the near
term.
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POE & BROWN, INC.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is involved in various pending or threatened proceedings by
or against the Company or one or more of its subsidiaries which involve routine
litigation relating to insurance risks placed by the Company and other
contractual matters. The Company's management does not believe that any of
such pending or threatened proceedings will have a material adverse effect on
the consolidated financial position or results of operations of the Company.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - Exhibit 11 - Statement re: Computation of Per Share
Earnings Exhibit 27 - Financial Data Schedule (for SEC
use only)
(b) There were no reports filed on Form 8-K during the quarter ended
September 30, 1995.
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.
POE & BROWN, INC.
Date: November 10, 1995 /s/ James A. Orchard
-----------------------------------------------
JAMES A. ORCHARD
TREASURER AND CHIEF FINANCIAL OFFICER
(duly authorized officer and principal
financial officer and principal accounting
officer)
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EXHIBIT 11 - STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
THREE MONTHS ENDED SEPT. 30, NINE MONTHS ENDED SEPT. 30,
----------------------------- ---------------------------
1995 1994 1995 1994
---- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Average shares outstanding 8,664 8,593 8,654 8,547
Net effect of dilutive stock options,
based on the treasury stock method 46 68 41 83
------ ------- ------- -------
Total shares used in computation 8,710 8,661 8,695 8,630
====== ======= ======= =======
Net income $3,832 $ 3,556 $10,943 $10,220
====== ======= ======= =======
Net income per share $ .44 $ .41 $ 1.26 $ 1.18
====== ======= ======= =======
5
1,000
9-MOS
DEC-31-1995
SEP-30-1995
31,287
685
49,369
100
0
87,862
0
0
0
76,994
0
868
0
0
51,062
145,260
75,937
79,937
0
0
61,658
0
621
17,060
6,117
10,943
0
0
0
10,943
1.26
1.26
