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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

      

FORM 10-Q

(Mark one)

     
[X]
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

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 0-22446

DECKERS OUTDOOR CORPORATION


(Exact name of registrant as specified in its charter)
     
Delaware   95-3015862

 
 
 
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
     
495-A South Fairview Avenue, Goleta, California   93117

 
 
 
(Address of principal executive offices)   (zip code)

(Registrant’s telephone number, including area code) (805) 967-7611

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 (the “Exchange Act”) 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ]    No [X]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

         
    Outstanding at
Class
  July 30, 2004
Common stock, $.01 par value
    11,646,393  

 


DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Table of Contents

         
    Page
Part I.Financial Information
       
Item 1.Condensed Consolidated Financial Statements (Unaudited):
       
    1  
    2  
    3  
    4  
    6  
    14  
    33  
    33  
       
    34  
    34  
    34  
    34  
    34  
    34  
    36  
 Certification of CEO Pursuant to Section 302
 Certification of CFO Pursuant to Section 302
 Certifications Pursuant to Section 906

 


Table of Contents

DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Condensed Consolidated Balance Sheets
(Unaudited)
                 
    June 30,   December 31,
    2004
  2003
Assets
               
Current assets:
               
Cash and cash equivalents
  $ 24,394,000       6,662,000  
Trade accounts receivable, less allowances for doubtful accounts and sales discounts of $2,022,000 and $2,126,000 as of June 30, 2004 and December 31, 2003, respectively
    19,627,000       18,745,000  
Inventories
    19,596,000       18,004,000  
Prepaid expenses and other current assets
    1,197,000       694,000  
Deferred tax assets
    2,137,000       2,137,000  
 
   
 
     
 
 
Total current assets
    66,951,000       46,242,000  
Property and equipment, at cost, net
    3,121,000       2,969,000  
Intangible assets
    70,446,000       70,572,000  
Other assets, net
    521,000       1,243,000  
 
   
 
     
 
 
 
  $ 141,039,000       121,026,000  
 
   
 
     
 
 
Liabilities and Stockholders’ Equity
               
Current liabilities:
               
Notes payable and current installments of long-term debt
  $       3,792,000  
Trade accounts payable
    7,536,000       11,220,000  
Accrued expenses
    7,675,000       4,959,000  
Income taxes payable
    8,065,000       3,468,000  
 
   
 
     
 
 
Total current liabilities
    23,276,000       23,439,000  
 
   
 
     
 
 
Long-term debt, less current installments
          26,495,000  
Deferred tax liabilities
    568,000       568,000  
Stockholders’ equity:
               
Series A preferred stock at liquidation preference, $.01 par value. Authorized, 5,000,000 shares (1,375,000 Series A); none issued and outstanding at June 30, 2004 and December 31, 2003
           
Common stock, $.01 par value. Authorized 20,000,000 shares; 12,616,585 shares issued and 11,643,633 shares outstanding at June 30, 2004; 10,703,433 shares issued and 9,730,481 shares outstanding at December 31, 2003
    116,000       97,000  
Additional paid-in capital
    63,328,000       27,115,000  
Retained earnings
    53,521,000       43,052,000  
Accumulated other comprehensive income
    230,000       260,000  
 
   
 
     
 
 
Total stockholders’ equity
    117,195,000       70,524,000  
 
   
 
     
 
 
 
  $ 141,039,000       121,026,000  
 
   
 
     
 
 

See accompanying notes to condensed consolidated financial statements.

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DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Condensed Consolidated Statements of Income
(Unaudited)
                 
    Three-month period ended
    June 30,
    2004
  2003
Net sales
  $ 40,546,000       24,342,000  
Cost of sales
    21,640,000       12,510,000  
 
   
 
     
 
 
Gross profit
    18,906,000       11,832,000  
Selling, general and administrative expenses
    9,632,000       7,654,000  
Litigation income
          (500,000 )
 
   
 
     
 
 
Income from operations
    9,274,000       4,678,000  
Other expense:
               
Interest expense, net
    1,171,000       1,334,000  
Other expense
    1,000       1,000  
 
   
 
     
 
 
Income before income taxes
    8,102,000       3,343,000  
Income taxes
    3,015,000       1,337,000  
 
   
 
     
 
 
Net income
  $ 5,087,000       2,006,000  
 
   
 
     
 
 
Net income per share:
               
Basic
  $ 0.47       0.21  
Diluted
    0.43       0.17  
 
   
 
     
 
 
Weighted-average shares:
               
Basic
    10,713,000       9,536,000  
Diluted
    11,920,000       11,611,000  
 
   
 
     
 
 

See accompanying notes to condensed consolidated financial statements.

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DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Condensed Consolidated Statements of Income
(Unaudited)
                 
    Six-month period ended
    June 30,
    2004
  2003
Net sales
  $ 84,818,000       60,444,000  
Cost of sales
    45,506,000       32,372,000  
 
   
 
     
 
 
Gross profit
    39,312,000       28,072,000  
Selling, general and administrative expenses
    20,410,000       15,807,000  
Litigation income
          (500,000 )
 
   
 
     
 
 
Income from operations
    18,902,000       12,765,000  
Other expense (income):
               
Interest expense, net
    2,289,000       2,431,000  
Other income
    (5,000 )     (14,000 )
 
   
 
     
 
 
Income before income taxes
    16,618,000       10,348,000  
Income taxes
    6,149,000       4,139,000  
 
   
 
     
 
 
Net income
  $ 10,469,000       6,209,000  
 
   
 
     
 
 
Net income per share:
               
Basic
  $ 1.02       0.65  
Diluted
    0.91       0.54  
 
   
 
     
 
 
Weighted-average shares:
               
Basic
    10,233,000       9,545,000  
Diluted
    11,505,000       11,487,000  
 
   
 
     
 
 

See accompanying notes to condensed consolidated financial statements.

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DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows
(Unaudited)
                 
    Six-month period ended
    June 30,
    2004
  2003
Cash flows from operating activities:
               
Net income
  $ 10,469,000       6,209,000  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    877,000       853,000  
Provision for doubtful accounts
    81,000       609,000  
Write-down of inventories
    407,000       558,000  
Loss on disposal of assets
    6,000       3,000  
Non-cash stock compensation
    93,000       20,000  
Changes in assets and liabilities:
               
(Increase) decrease in:
               
Trade accounts receivable
    (963,000 )     4,420,000  
Inventories
    (1,999,000 )     (6,448,000 )
Prepaid expenses and other current assets
    (503,000 )     98,000  
Other assets
    722,000       301,000  
Increase (decrease) in:
               
Trade accounts payable
    (3,684,000 )     (4,565,000 )
Accrued expenses
    2,667,000       (289,000 )
Income taxes payable
    4,597,000       3,050,000  
 
   
 
     
 
 
Net cash provided by operating activities
    12,770,000       4,819,000  
 
   
 
     
 
 
Cash flows from investing activities:
               
Teva acquisition costs
          (75,000 )
Purchase of property and equipment
    (929,000 )     (253,000 )
Proceeds from sale of property and equipment
    20,000       2,000  
 
   
 
     
 
 
Net cash used in investing activities
    (909,000 )     (326,000 )
 
   
 
     
 
 

(Continued)

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DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows, Continued
(Unaudited)

                 
    Six-month period ended
    June 30,
    2004
  2003
Cash flows from financing activities:
               
Net repayments of long-term debt
    (30,287,000 )     (6,696,000 )
Net cash received from issuances of common stock
    36,139,000       532,000  
 
   
 
     
 
 
Net cash provided by (used in) financing activities
    5,852,000       (6,164,000 )
 
   
 
     
 
 
Effect of exchange rates on cash
    19,000       (58,000 )
 
   
 
     
 
 
Net increase (decrease) in cash and cash equivalents
    17,732,000       (1,729,000 )
Cash and cash equivalents at beginning of period
    6,662,000       3,941,000  
 
   
 
     
 
 
Cash and cash equivalents at end of period
  $ 24,394,000       2,212,000  
 
   
 
     
 
 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for:
               
Interest
  $ 1,509,000       1,484,000  
Income taxes
    1,675,000       1,607,000  
 
   
 
     
 
 

See accompanying notes to condensed consolidated financial statements.

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DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)

(1)   General

(a)   Basis of Presentation
 
    The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation for each of the periods presented. The results of operations for interim periods are not necessarily indicative of results to be achieved for full fiscal years.
 
    As contemplated by the Securities and Exchange Commission (SEC) under Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements and related footnotes have been condensed and do not contain certain information that will be included in the Company’s annual consolidated financial statements and footnotes thereto. For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2003 included in the Company’s Annual Report on Form 10-K/A.
 
(b)   Use of Estimates
 
    The preparation of the Company’s condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. The significant areas requiring the use of management’s estimates related to provisions for lower of cost or market inventory writedowns, doubtful accounts receivables, sales returns and deferred taxes. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates.
 
(c)   Stock Compensation
 
    The Company accounts for stock-based compensation under the provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123). Under the provisions of SFAS 123, the Company has elected to continue to measure compensation cost for employees and nonemployee directors of the Company under the intrinsic value method of the Accounting Principles Board Opinion No. 25 and comply with the pro forma disclosure requirements under SFAS 123. The Company applies the fair value techniques of SFAS 123 to measure compensation cost for options/warrants granted to nonemployees.

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AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)

(1)   General (Continued)
 
    The following tables illustrate the effects on net income if the fair value-based method had been applied to all outstanding and unvested awards in each period.

                 
    Three-month period ended
    June 30,
    2004
  2003
Net income as reported
  $ 5,087,000       2,006,000  
Add stock-based employee compensation expense included in reported net income, net of tax effect
    31,000       7,000  
Deduct total stock-based employee compensation expense under fair value-based method for all awards, net of tax
    (182,000 )     (71,000 )
 
   
 
     
 
 
Pro forma net income
  $ 4,936,000       1,942,000  
 
   
 
     
 
 
Pro forma net income per share:
               
Basic
  $ 0.46       0.20  
Diluted
    0.42       0.17  
                 
    Six-month period ended
    June 30,
    2004
  2003
Net income as reported
  $ 10,469,000       6,209,000  
Add stock-based employee compensation expense included in reported net income, net of tax effect
    59,000       12,000  
Deduct total stock-based employee compensation expense under fair value-based method for all awards, net of tax
    (338,000 )     (147,000 )
 
   
 
     
 
 
Pro forma net income
  $ 10,190,000       6,074,000  
 
   
 
     
 
 
Pro forma net income per share:
               
Basic
  $ 1.00       0.64  
Diluted
    0.89       0.54  

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

(2)   Comprehensive Income
 
    Comprehensive income is the total of net income and all other nonowner changes in equity. At June 30, 2004 and December 31, 2003, accumulated other comprehensive income of $230,000 and $260,000, respectively, consisted entirely of cumulative foreign currency translation adjustment. The Company does not have any other transactions or other economic events that qualify as comprehensive income.
 
    Comprehensive income is determined as follows:

                 
    Three-month period ended
    June 30,
    2004
  2003
Net income
  $ 5,087,000       2,006,000  
Cumulative foreign currency translation adjustment
    (12,000 )     35,000  
 
   
 
     
 
 
Total comprehensive income
  $ 5,075,000       2,041,000  
 
   
 
     
 
 
                 
    Six-month period ended
    June 30,
    2004
  2003
Net income
  $ 10,469,000       6,209,000  
Reversal of unrealized hedging loss
          606,000  
Cumulative foreign currency translation adjustment
    (30,000 )     61,000  
 
   
 
     
 
 
Total comprehensive income
  $ 10,439,000       6,876,000  
 
   
 
     
 
 

(3)   Income per Share
 
    Basic income per share represents net income divided by the weighted-average number of common shares outstanding for the period. Diluted income per share represents net income divided by the weighted-average number of shares outstanding, including the dilutive impact of potential issuances of common stock. The difference between the weighted-average number of shares used in the basic computation and that used in the diluted computation for the three and six-month periods ended June 30, 2003, resulted from the dilutive impact of options to purchase common stock as well as the dilutive impact of convertible preferred stock. For the three and six-month periods ended June 30, 2004, dilution resulted from the dilutive impact of options to purchase common stock.

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

(3)   Income per Share (Continued)
 
    The reconciliations of basic to diluted weighted-average shares are as follows for the three and six-month periods ended June 30, 2004 and 2003:

                 
    Three-month period ended
    June 30,
    2004
  2003
Weighted-average shares used in basic computation
    10,713,000       9,536,000  
Dilutive impact of stock options
    1,207,000       561,000  
Dilutive impact of convertible preferred stock
          1,514,000  
 
   
 
     
 
 
Weighted-average shares used for diluted computation
    11,920,000       11,611,000  
 
   
 
     
 
 
                 
    Six-month period ended
    June 30,
    2004
  2003
Weighted-average shares used in basic computation
    10,233,000       9,545,000  
Dilutive impact of stock options
    1,272,000       428,000  
Dilutive impact of convertible preferred stock
          1,514,000  
 
   
 
     
 
 
Weighted-average shares used for diluted computation
    11,505,000       11,487,000  
 
   
 
     
 
 

    All options outstanding as of June 30, 2004 were included in the computation of diluted income per share for the three-month period ended June 30, 2004. Options to purchase 125,000 shares of common stock at prices ranging from $5.75 to $9.88 were outstanding during the three months ended June 30, 2003, but were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of the common stock during the period and therefore, the options were anti-dilutive.
 
    All options outstanding as of June 30, 2004 were included in the computation of diluted income per share for the six-month period ended June 30, 2004. Options to purchase 195,000 shares of common stock at prices ranging from $5.25 to $9.88 were outstanding during the six months ended June 30, 2003, but were not included in the computation of diluted income per share because the options’ exercise prices were greater than the average market price of the common stock during the period and therefore, the options were anti-dilutive.

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

(4)   Credit Facility
 
    The Company has a revolving credit facility (the “Facility”) that expires June 1, 2005 and provides for a maximum availability of $20,000,000 subject to a borrowing base. In general, the borrowing base is equal to 75% of eligible accounts receivable, as defined, and 50% of eligible inventory, as defined. The accounts receivable advance rate can increase or decrease depending on the Company’s accounts receivable dilution, which is calculated periodically. Up to $10,000,000 of borrowings may be in the form of letters of credit. The Facility bears interest at the bank’s prime rate (4.00% at June 30, 2004) or at the Company’s option, at LIBOR (1.37% at June 30, 2004) plus 3.25%, and is secured by substantially all assets of the Company. The Facility included an upfront fee of $230,000 and includes subsequent annual commitment fees of $100,000. At June 30, 2004, the Company had no outstanding borrowings under the Facility, no foreign currency reserves for outstanding forward contracts and no outstanding letters of credit. The Company had credit availability under the Facility of $19,301,000 at June 30, 2004.
 
(5)   Public Stock Offering
 
    In May 2004, we completed a follow-on public stock offering. In the offering, we sold 1,500,000 shares of newly issued common stock and 2,000,000 shares of our common stock were sold by selling stockholders. The net proceeds to the Company aggregated $35,175,000 before expenses, of which a portion was used to repay all outstanding debt during the three months ended June 30, 2004.
 
(6)   Income Taxes
 
    Income taxes for the interim periods were computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management. For the three months ended June 30, 2004, the Company recorded an income tax expense of $3,015,000, representing an effective income tax rate of 37.2%. For the three months ended June 30, 2003, the Company recorded an income tax expense of $1,337,000, representing an effective income tax rate of 40.0%. For the six months ended June 30, 2004, the Company recorded an income tax expense of $6,149,000, representing an effective income tax rate of 37.0%. For the six months ended June 30, 2003, the Company recorded an income tax expense of $4,139,000, representing an effective income tax rate of 40.0%.
 
(7)   New Accounting Pronouncements
 
    In January 2003, the FASB issued Interpretation, or FIN, No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin, or ARB, No. 51. FIN No. 46 addresses the consolidation by business enterprises of variable interest entities as defined in the Interpretation. FIN No. 46 generally applies immediately to variable interests in variable interest entities created after January 31, 2003 and to variable interests in variable interest entities obtained after January 31, 2003. The application of FIN No. 46 did not have a material effect on our condensed consolidated financial statements. In December 2003, the FASB revised FIN No. 46 to exempt certain entities from its requirements and to clarify certain issues arising during the implementation of FIN No. 46. The adoption of this revised interpretation in the first quarter of 2004 did not have any impact on our condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

(7)   New Accounting Pronouncements (Continued)
 
    In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. SFAS No. 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that companies classify a financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. The provisions of this Statement are generally effective for financial instruments entered into or modified after May 31, 2003, and otherwise are effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of this Statement did not have a material effect on our condensed consolidated financial statements.
 
(8)   Derivatives
 
    The Company uses foreign currency forward contracts to hedge the foreign currency exposure associated with a portion of its forecasted transactions in foreign currency. These forward contracts are designated as foreign currency cash flow hedges and are recorded at fair value in the accompanying balance sheet. The effective portion of gains and losses resulting from recording forward contracts at fair value is deferred in accumulated other comprehensive income in the accompanying balance sheet until the underlying forecasted foreign currency transaction occurs. When the transaction occurs, the effective portion of the gain or loss from the derivative designated as a hedge of the transaction is reclassified from accumulated other comprehensive income to the same income statement line item affected by the hedged forecasted transaction due to foreign currency fluctuations.
 
    Because the amounts and the maturities of the derivatives approximate those of the forecasted transactions, changes in the fair value of the derivatives are expected to be highly effective in offsetting changes in the cash flows of the hedged items. Any ineffective portion of gains and losses resulting from changes in the fair value of the derivatives is recognized in current earnings. The ineffective portion of these gains and losses, which results primarily from the time value component of gains and losses on forward contracts, was immaterial for all periods presented.
 
    As of June 30, 2004, the Company had no outstanding forward contracts.

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Notes to Condensed Consolidated Financial Statements
(Unaudited)

(9)   Business Segments
 
    Management of the Company has determined that its reportable segments are its strategic business units. The four reportable business segments are the Teva, UGG and Simple wholesale divisions and the Company’s Internet and catalog retailing business. The Company evaluates performance based on net sales and income from operations. The Company’s reportable segments are strategic business units responsible for the worldwide operations of each of its brands. They are managed separately because each business requires different marketing, research and development, design, sourcing, and sales strategies. The income from operations for each of the segments includes only those costs that are specifically related to each brand, which consist primarily of cost of sales, costs for research and development, design, marketing, sales, commissions, bad debts, depreciation, amortization, and the costs of employees directly related to the brands. The unallocated corporate overhead costs are the shared costs of the organization and include, among others, the following costs: costs of the distribution center, information technology, human resources, accounting and finance, credit and collections, executive compensation and facilities costs.
 
    Net sales and operating income (loss) by business segment for the three and six months ended June 30, 2004 and 2003 are summarized as follows:

                                 
    Three months ended June 30,
  Six months ended June 30,
    2004
  2003
  2004
  2003
Net sales to external customers:
                               
Teva wholesale
  $ 25,283,000       21,129,000       61,789,000       52,218,000  
UGG wholesale
    8,762,000       344,000       11,409,000       1,541,000  
Simple wholesale
    1,640,000       1,340,000       3,155,000       4,052,000  
Internet/catalog
    4,861,000       1,529,000       8,465,000       2,633,000  
 
   
 
     
 
     
 
     
 
 
 
  $ 40,546,000       24,342,000       84,818,000       60,444,000  
 
   
 
     
 
     
 
     
 
 
                                 
    Three months ended June 30,
  Six months ended June 30,
    2004
  2003
  2004
  2003
Income (loss) from operations:
                               
Teva wholesale
  $ 8,656,000       7,025,000       21,311,000       18,030,000  
UGG wholesale
    3,243,000       124,000       4,111,000       (33,000 )
Simple wholesale
    (177,000 )     (316,000 )     (340,000 )     (181,000 )
Internet/catalog
    1,527,000       372,000       2,528,000       485,000  
Unallocated overhead costs
    (3,975,000 )     (2,527,000 )     (8,708,000 )     (5,536,000 )
 
   
 
     
 
     
 
     
 
 
 
  $ 9,274,000       4,678,000       18,902,000       12,765,000  
 
   
 
     
 
     
 
     
 
 

12


Table of Contents

DECKERS OUTDOOR CORPORATION
AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements
(Unaudited)

(9)   Business Segments (Continued)
 
    Business segment asset information as of June 30, 2004 and December 31, 2003 is summarized as follows:

<
                 
    June 30,   December 31,
    2004
  2003