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8-K - FORM 8-K - SPARTON CORPd8k.htm

Exhibit 99.1

 

  Analyst Contact:    Greg Slome
     Sparton Corporation
     Email: gslome@sparton.com
     Office: (847) 762-5812
  Media Contact:    Mike Osborne
     Sparton Corporation
     Email: mosborne@sparton.com
     Office: (847) 762-5814
  Investor Contact:    John Nesbett/Jennifer Belodeau
     Institutional Marketing Services
     Email: jnesbett@institutionalms.com
     Office: (203) 972-9200

FOR IMMEDIATE RELEASE

Sparton Corporation Reports $0.40 EPS for Fiscal 2011 First Quarter;

Recognizes $2.4 Million Gain on Acquisition

SCHAUMBURG, IL. — November 9, 2010 — Sparton Corporation (NYSE: SPA) today announced results for the first quarter of fiscal 2011 ended September 30, 2010. The Company reported first quarter net income of $4.1 million, or $0.40 per share, versus a net income of $1.4 million, or $0.14 per share, for the first quarter of fiscal 2010.

Consolidated results for the three months ended September 30, 2010 and 2009:

 

     Fiscal Year  

($ in 000’s, except per share)

   2011     2010  

Net sales

   $ 45,767      $ 48,104   

Gross profit

     7,026        7,372   

Restructuring / impairment charges

     77        876   

Gain on acquisition

     2,400        —     

Operating income

     4,104        1,609   

Provision for (benefit from) income taxes

     (14     34   

Net income

     4,080        1,405   

Income per share - basic and diluted

     0.40        0.14   

Highlights for the fiscal 2011 first quarter are summarized below:

 

   

Fiscal 2011 first quarter net income of $4.1 million, or $0.40 per share, Sparton’s fifth consecutive profitable quarter.

 

   

Defense and Security Systems business unit experienced a 32% increase in sales with a margin of 24%.

 

   

Completed acquisition of the contract manufacturing business of Delphi Medical Systems, LLC (“Delphi Medical”) located in Frederick, CO, resulting in a gain on acquisition of $2.4 million.

 

   

Reduced workforce within the newly acquired business by approximately 18% and initiated and completed the consolidation of the Colorado operations from two facilities to one, ahead of internal timeline. Incurred approximately $0.1 million in restructuring charges related to these actions.

 

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Sparton President and CEO Cary Wood commented, “Overall sales and gross margins in the first quarter remained relatively consistent with our quarterly results in the second half of fiscal 2010. Our consolidated margin was favorably impacted during the quarter by continued strong margins from our DSS business unit and increased sales to the U.S. Navy. Softness in our Medical business unit continued in the first quarter reflecting ongoing overall industry softness, unfavorable product mix and certain Sparton customer specific issues. Cost structure reductions made in the prior quarter at our Ohio facility slightly offset the impact of this continued softness on our margins. Within our EMS segment, we saw improved performance as a result of our aggressive cost improvement program. Volume, combined with continued production efficiencies, will be the key to sustained profitability of our EMS business. While current manufacturing schedules for the second quarter reflect lesser demand from certain customers in this segment, we remain confident in our ability to recover this sales volume in future quarters based on overall segment backlog and recent new business development wins.”

Delphi Acquisition

Mr. Wood stated, “We are extremely pleased to have closed on the Delphi Medical Systems acquisition during the first quarter and to have completed our 100 day integration plan. We anticipate that this strategic addition to our Medical business will be accretive to earnings no later than the third quarter of fiscal 2011.”

On August 6, 2010, the Company completed the acquisition of certain assets related to the contract manufacturing business of Delphi Medical for a purchase price of $8.0 million, subject to certain adjustments based on the determination of the final inventory value. Cash consideration paid at the closing of approximately $7.8 million, including a $2.0 million escrowed holdback, was net of approximately $0.2 million for the assumption of retained employee accruals and was financed entirely through the use of Company cash. Sparton has determined that the fair value of the assets acquired and liabilities assumed related to this acquisition exceed the total purchase consideration and as a result the Company has recorded a gain on the acquisition of $2.4 million in the three months ended September 30, 2010.

The acquired business, which is reported in the Company’s Medical segment, is expected to add $32 million in projected annual revenue from a new and diversified customer base and provides Sparton with a geographic presence in the western United States. Delphi Medical primarily manufactures OEM medical devices including blood separation equipment, spinal surgery products and 3-D eye mapping devices. It also provides engineering and manufacturing support to a market-leading environmental sensor company whose markets include meteorology, weather critical operations and controlled environment applications.

The following table summarizes, on a pro forma basis, the quarterly results of operations of the acquired contract manufacturing business of Delphi Medical as though the acquisition had occurred as of July 1, 2009. The pro forma amounts presented are not necessarily indicative of either the actual consolidated results had the acquisition occurred as of July 1, 2009 or of future consolidated operating results (dollars in thousands):

 

     For the Three Months Ended September 30,  
     2010     2009  
     Pre
Acquisition
    Post
Acquisition
    Colorado
Pro Forma
    Colorado
Pro Forma
 

Sales

   $ 3,451      $ 5,940      $ 9,391      $ 9,558   

Gross profit

   $ 85      $ 557      $ 642      $ 99   

Gain on acquisition

   $ —        $ (2,400   $ (2,400   $ —     

Operating income (loss)

   $ (85   $ 2,381      $ 2,296      $ (499

Net income (loss)

   $ (77   $ 2,419      $ 2,342      $ (474

Immediately following the acquisition, Sparton quickly initiated certain actions designed to reduce costs at the newly acquired business. The workforce at this location has been reduced by approximately 18% since acquisition. Additionally, the Company consolidated the Colorado operations from two facilities to one during the first quarter and has terminated the lease for the exited building as of November 1, 2010. Mr. Wood continued, “We are pleased at the speed by which we have been able to execute on our cost saving initiatives as part of our 100 day plan. Initial successes in the implementation of Lean Enterprise in Colorado are encouraging for enhancing the profitability of this business.”

 

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Consolidated Results

Net sales for the three months ended September 30, 2010 were $45.8 million, a decrease of 5% from the prior year quarter, reflecting lower sales from our EMS segment due in part to the full disengagement from Honeywell during the first half of fiscal 2010 and reflecting continued softness in Medical sales at our Ohio facility. These developments were partially offset by additional sales in the current year quarter from the acquisition of Delphi Medical and higher sales from our DSS segment due to higher sonobuoy sales to the U.S. Navy.

Consolidated gross profit percentage for the three months ended September 30, 2010 remained consistent at 15% compared to the same period last year. The Company maintained quarter over quarter margin consistency largely due to the favorable impact of increased contribution of sonobuoy sales from the Company’s DSS segment, the impact of plant closure and consolidation within the EMS segment and the benefits of continuous cost improvement programs across the Company. Offsetting these positive trends was decreased capacity utilization, unfavorable product mix and customer pricing adjustments within the Medical segment.

Selling and administrative expenses for the three months ended September 30, 2010 increased approximately $0.4 million from the prior year quarter, reflecting additional expenses related to the Company’s Colorado facility, increased information technology expenses and increased expenses related to the Company’s long-term incentive plan, partially offset by reduced selling and administrative expenses due to the consolidation of EMS facilities during fiscal 2010.

Restructuring and impairment charges were $0.1 million and $0.9 million for the three months ended September 30, 2010 and 2009, respectively.

The fiscal 2011 gain on acquisition of $2.4 million relates to the recently completed acquisition of Delphi Medical.

Interest expense was $0.2 million for fiscal 2011 compared to $0.3 million for fiscal 2010. The decrease in interest expense primarily reflects the repayment of the Company’s outstanding bank debt in August 2009.

Net income of $4.1 million, or $0.40 per share, basic and diluted, was reported for the three months ended September 30, 2010, compared to net income of $1.4 million or $0.14 per share, basic and diluted, for the three months ended September 30, 2009.

Segment results for the three months ended September 30, 2010 and 2009:

Sales:

 

($ in 000’s)

   Fiscal Year  

SEGMENT

   2011     2010     % Chg  

Medical

   $ 19,045      $ 19,556        (3 )% 

EMS

     12,328        17,603        (30 )% 

DSS

     17,597        13,345        32

Eliminations

     (3,203     (2,400     33
                  

Totals

   $ 45,767      $ 48,104        (5 )% 
                  

Gross profit:

 

($ in 000’s)

   Fiscal Year  

SEGMENT

   2011      GP %     2010      GP %  

Medical

   $ 1,867         10   $ 2,934         15

EMS

     907         7     1,018         6

DSS

     4,252         24     3,420         26
                      

Totals

   $ 7,026         15   $ 7,372         15
                      

 

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Operating income (loss):

 

($ in 000’s)

   Fiscal Year  

SEGMENT

   2011     % of
Sales
    2010     % of
Sales
 

Medical

   $ 2,797        15   $ 1,864        10

EMS

     97        1     (293     (2 )% 

DSS

     3,322        19     2,927        22

Other Unallocated

     (2,112     —          (2,889     —     
                    

Totals

   $ 4,104        9   $ 1,609        3
                    

Segment Results

Medical Device (“Medical”)

Medical sales in the three months ended September 30, 2010 included $5.9 million of additional sales from the acquisition of Delphi Medical. Excluding these fiscal year 2011 incremental sales, Medical sales decreased approximately $6.4 million in the three months ended September 30, 2010 as compared with the same quarter last year. This decrease in comparable sales was primarily due to decreased sales to three customers. One customer has suspended production to make product enhancement modifications. Another customer decreased orders in the current year quarter as it reduced inventory levels. The third customer’s sales decrease reflects elevated sales in the prior fiscal year quarter relating to a new product introduction.

The gross profit percentage on Medical sales decreased to 10% from 15% for the three months ended September 30, 2010 and 2009, respectively. This decline in margin on Medical sales reflects decreased capacity utilization at the Company’s Strongsville, Ohio facility. Additionally contributing to the decrease in margin was unfavorable product mix as well as certain unfavorable pricing adjustments provided to customers in the first quarter of fiscal 2011. These downward pressures on gross margin were partially offset by greater operating efficiencies from the consolidation of manufacturing operations in fiscal 2010 and the Company’s continued efforts to align its cost structure with the decline in revenue. Gross profit percentage on sales from the acquired Delphi Medical business was 9%.

Selling and administrative expenses relating to the Medical segment were $1.3 million and $1.0 million for the three months ended September 30, 2010 and 2009, respectively, as increased direct and allocated expenses related to the recent acquisition of $0.4 million were partially offset by decreased direct selling and administrative expenses from the Ohio facility.

Restructuring/impairment charges relating to the Medical segment were $0.1 million for the three months ended September 30, 2010 and related to the workforce reduction and facility consolidation at the Company’s Colorado facility. No restructuring/impairment charges relating to the Medical segment were recognized in the prior year quarter.

Operating income for the Medical business for the three months ended September 30, 2010 includes a $2.4 million gain resulting from the acquisition of Delphi Medical.

Electronic Manufacturing Services (“EMS”)

EMS sales for the three months ended September 30, 2010 decreased approximately $5.3 million as compared with the same quarter last year. This decrease primarily reflects decreased sales to two customers. Sparton disengaged with one of these customers, Honeywell, during the three months ended December 31, 2009. The decrease in sales to the second customer reflects the quarter over quarter loss of certain programs with this customer. Partially offsetting these decreases were sales to another customer that increased by approximately $0.6 million. EMS sales include intercompany sales resulting primarily from the production of circuit boards that are then utilized in DSS product sales. Intercompany sales increased approximately $0.8 million in the comparable three month period. These intercompany sales are eliminated in consolidation. Several other customers in the aggregate accounted for the remaining sales variance.

 

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The gross profit percentage on EMS sales increased to 7% for the three months ended September 30, 2010 compared to 6% for the three months ended September 30, 2009. The quarter over quarter comparison reflects improved performance and the reduced overhead costs associated with plant closures, consolidation of EMS operations and an aggressive continuous cost improvement program, partially offset by the overall decrease in sales volume and favorable pricing on Honeywell sales during its disengagement in the prior year.

Selling and administrative expenses relating to the EMS segment were $0.8 million for the three months ended September 30, 2010 compared to $0.9 million for the three months ended September 30, 2009, as decreased expenses related to the consolidation of EMS facilities during fiscal 2010 were partially offset by an increase in allocated corporate selling and administrative expenses.

Restructuring/impairment charges relating to the EMS segment were $0.5 million for the three months ended September 30, 2009. No restructuring/impairment charges relating to the EMS segment were recognized in the current year quarter.

Defense & Security Systems (“DSS”)

DSS sales for the three months ended September 30, 2010 were significantly above the first quarter of last fiscal year, showing an increase of $4.3 million, related to higher U.S. Navy sonobuoy production in the current year quarter. Partially offsetting this increase in sonobuoy sales to the U.S. Navy was a decrease in sonobuoy sales to foreign governments and a slight decrease in engineering sales revenue.

The gross profit percentage on DSS sales for the three months ended September 30, 2010 was 24% compared to 26% for the three months ended September 30, 2009. The Company continues to realize higher margins on the production of U.S. Navy sonobuoys reflecting success in sustaining previous improvements in production efficiency through the continued implementation of Lean Enterprise.

Selling and administrative expenses relating to the DSS segment were $0.9 million and $0.5 million for the three months ended September 30, 2010 and 2009, respectively, reflecting increased direct selling and administrative expenses primarily due to approximately $0.2 million of Company funded research and development expenses incurred in the current fiscal quarter and an increase in allocated corporate selling and administrative expenses.

Liquidity and Capital Resources

During the first quarter of fiscal year 2011, the Company funded $7.8 million for the acquisition of certain assets of Delphi Medical’s contract manufacturing business, funded $0.9 million for the related working capital of this acquired business and funded a $0.8 million contribution to the Company’s pension plan. Despite these significant cash outlays, the Company ended the quarter with $27.3 million in cash. Mr. Wood commented, “Our positive cash flow from operations and strong balance sheet place us in an excellent position to execute on current and future growth initiatives.” As of September 30, 2010, the Company had no outstanding borrowings against available funds on its $20 million revolving credit facility provided in August 2009 by PNC Bank, National Association. The credit facility is subject to certain customary covenants which were met at September 30, 2010.

Outlook

Mr. Wood further commented, “With the operational phase of the Company’s turnaround and the associated costs substantially complete, we have shifted to the next phase which focuses on the successful implementation of our strategic growth plan. During the quarter, we have made progress on a number of growth initiatives, such as significantly increasing our business development resources, including the additional selling bandwidth that came with the Delphi Medical acquisition. With these initiatives in motion, we believe that we are positioning the Company for an eventual completion of its turnaround and for continued growth well into the future. Our growth plan includes the pursuit of acquisition targets that complement Sparton’s strategic direction, such as the just completed Delphi Medical acquisition. We are excited about the Company’s recent accomplishments and look forward to reporting on future successes.”

 

Page 5 of 10


 

Conference Call

Sparton will host a conference call with investors and analysts on November 17, 2010 at 11:00 a.m. EST to discuss its fiscal year 2011 first quarter financial results, provide a general business update, and respond to investor questions. To participate, callers should dial (800) 745-8951. Participants should dial in at least 15 minutes prior to the start of the call. A Web presentation link is also available for the conference call: https://www.livemeeting.com/cc/gc_min_pro_usa/join?id=Z3M3WC&role=attend. Investors and financial analysts are invited to ask questions after the presentation is made. The presentation and a replay of the call will be available on Sparton’s Web site: http://www.sparton.com in the “Investor Relations” section for up to two years after the conference call.

About Sparton Corporation

Sparton Corporation (NYSE:SPA), now in its 111th year, is a provider of complex and sophisticated electromechanical devices with capabilities that include concept development, industrial design, design and manufacturing engineering, production, distribution, and field service. The primary markets served are in the Medical Device, Electronic Manufacturing Services, and Defense & Security Systems industries. Headquartered in Schaumburg, IL, Sparton currently has five manufacturing locations worldwide. The Company’s Web site may be accessed at http://www.sparton.com.

Safe Harbor and Fair Disclosure Statement

Certain statements described in this press release are forward-looking statements within the scope of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements may be identified by the words “believe,” “expect,” “anticipate,” “project,” “plan,” “estimate,” “will” or “intend” and similar words or expressions. These forward-looking statements reflect Sparton’s current views with respect to future events and are based on currently available financial, economic and competitive data and its current business plans. Actual results could vary materially depending on risks and uncertainties that may affect Sparton’s operations, markets, prices and other factors. Important factors that could cause actual results to differ materially from those forward-looking statements include, but are not limited to, Sparton’s financial performance and the implementations and results of its ongoing strategic initiatives. For a more detailed discussion of these and other risk factors, see Part I, Item 1A, Risk Factors and Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in Sparton’s Form 10-K for the year ended June 30, 2010, and its other filings with the Securities and Exchange Commission. Sparton undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

 

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SPARTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Dollars in thousands, except share data)

 

     September 30,
2010
    June 30,
2010
 
Assets     

Current Assets:

    

Cash and cash equivalents

   $ 27,281      $ 30,589   

Restricted cash

     3,174        3,162   

Accounts receivable, net of allowance for doubtful accounts of $532 and $532, respectively

     20,906        17,967   

Inventories and costs of contracts in progress, net

     36,629        26,514   

Income taxes receivable

     304        296   

Deferred income taxes

     57        57   

Property held for sale

     3,900        3,900   

Prepaid expenses and other current assets

     1,499        1,449   
                

Total current assets

     93,750        83,934   

Property, plant and equipment, net

     9,547        8,924   

Goodwill

     19,141        19,141   

Other intangible assets, net

     4,693        4,803   

Other non-current assets

     3,028        3,059   
                

Total assets

   $ 130,159      $ 119,861   
                
Liabilities and Shareholders’ Equity     

Current Liabilities:

    

Current portion of long-term debt

   $ 121      $ 121   

Accounts payable

     16,595        13,045   

Accrued salaries and wages

     4,255        5,737   

Accrued health benefits

     1,026        989   

Current portion of pension liability

     238        1,139   

Restructuring accrual

     260        233   

Advance billings on customer contracts

     24,240        21,595   

Other accrued expenses

     5,268        3,345   
                

Total current liabilities

     52,003        46,204   

Deferred income taxes — non-current

     1,693        1,579   

Pension liability — non-current portion

     2,122        1,980   

Long-term debt — non-current portion

     1,766        1,796   

Environmental remediation — non-current portion

     3,959        4,033   
                

Total liabilities

     61,543        55,592   

Commitments and contingencies

    

Shareholders’ Equity:

    

Preferred stock, no par value; 200,000 shares authorized, none outstanding

     —          —     

Common stock, $1.25 par value; 15,000,000 shares authorized, 10,200,534 and 10,200,534 shares outstanding, respectively

     12,751        12,751   

Capital in excess of par value

     19,987        19,864   

Retained earnings

     39,106        35,026   

Accumulated other comprehensive loss

     (3,228     (3,372
                

Total shareholders’ equity

     68,616        64,269   
                

Total liabilities and shareholders’ equity

   $ 130,159      $ 119,861   
                

 

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SPARTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(Dollars in thousands, except share data)

 

     For the Three Months Ended September 30,  
     2010     2009  

Net sales

   $ 45,767      $ 48,104   

Cost of goods sold

     38,741        40,732   
                

Gross profit

     7,026        7,372   

Operating Expense:

    

Selling and administrative expenses

     4,961        4,580   

Amortization of intangibles

     110        117   

Restructuring/impairment charges

     77        876   

Gain on acquisition

     (2,400     —     

Gain on sale of property, plant and equipment

     (18     —     

Other operating expenses

     192        190   
                

Total operating expense

     2,922        5,763   
                

Operating income

     4,104        1,609   

Other income (expense):

    

Interest expense

     (170     (259

Interest income

     58        8   

Other, net

     74        81   
                

Total other expense, net

     (38     (170
                

Income before provision for (benefit from) income taxes

     4,066        1,439   

Provision for (benefit from) income taxes

     (14     34   
                

Net income

   $ 4,080      $ 1,405   
                

Income per share of common stock:

    

Basic

   $ 0.40      $ 0.14   
                

Diluted

   $ 0.40      $ 0.14   
                

Weighted average shares of common stock outstanding:

    

Basic

     10,200,534        9,951,507   
                

Diluted

     10,207,617        9,951,507   
                

 

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SPARTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Dollars in thousands)

 

     For the Three Months Ended September 30,  
     2010     2009  

Cash Flows from Operating Activities:

    

Net income

   $ 4,080      $ 1,405   

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     323        428   

Deferred income tax expense

     114        34   

Pension expense

     190        497   

Stock-based compensation expense

     123        —     

Non-cash restructuring/impairment charges

     —          150   

Gain on acquisition

     (2,400     —     

Gain on sale of property, plant and equipment

     (18     —     

Other

     87        60   

Changes in operating assets and liabilities:

    

Accounts receivable

     (2,939     13,503   

Income taxes receivable

     (8     —     

Inventories and cost of contracts in progress

     541        2,981   

Prepaid expenses and other assets

     (104     145   

Advance billings on customer contracts

     2,645        (2,107

Accounts payable and accrued expenses

     2,363        (11,959
                

Net cash provided by operating activities

     4,997        5,137   

Cash Flows from Investing Activities:

    

Purchase of certain contract manufacturing assets of Delphi Medical

     (7,803     —     

Additional goodwill from SMS acquisition

     —          (977

Change in restricted cash

     (12     —     

Purchases of property, plant and equipment

     (476     (32

Proceeds from sale of property, plant and equipment

     18        —     
                

Net cash used in investing activities

     (8,273     (1,009

Cash Flows from Financing Activities:

    

Net short-term bank borrowings (repayments)

     —          (15,500

Repayment of long-term debt

     (32     (3,427

Payment of debt financing costs

     —          (744
                

Net cash used in financing activities

     (32     (19,671
                

Net decrease in cash and cash equivalents

     (3,308     (15,543

Cash and cash equivalents at beginning of period

     30,589        36,261   
                

Cash and cash equivalents at end of period

   $ 27,281      $ 20,718   
                

Supplemental disclosure of cash flow information:

    

Cash paid for interest

   $ 77      $ 202   

Cash paid (received) for income taxes

   $ (119   $ —     

 

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SPARTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(Dollars in thousands, except share data)

 

     Three Months Ended September 30, 2010  
     Common Stock      Capital
In Excess
of Par Value
     Retained
Earnings
     Accumulated
Other
Comprehensive

Income (Loss)
    Total  
     Shares      Amount             

Balance at June 30, 2010

     10,200,534       $ 12,751       $ 19,864       $ 35,026       $ (3,372   $ 64,269   

Stock-based compensation

     —           —           123         —           —          123   

Comprehensive income, net of tax:

                

Net income

     —           —           —           4,080         —          4,080   

Change in unrecognized pension costs

     —           —           —           —           144        144   
                      

Comprehensive income

                   4,224   
                                                    

Balance at September 30, 2010

     10,200,534       $ 12,751       $ 19,987       $ 39,106       $ (3,228   $ 68,616   
                                                    
     Three Months Ended September 30, 2009  
     Common Stock      Capital
In Excess
of Par Value
     Retained
Earnings
     Accumulated
Other
Comprehensive

Income (Loss)
    Total  
     Shares      Amount             

Balance at June 30, 2009

     9,951,507       $ 12,439       $ 19,671       $ 27,586       $ (4,801   $ 54,895   

Net and comprehensive income

     —           —           —           1,405         —          1,405   
                                                    

Balance at September 30, 2009

     9,951,507       $ 12,439       $ 19,671       $ 28,991       $ (4,801   $ 56,300   
                                                    

 

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