UNITED STATES
SECURITIES & 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 Period Ended MARCH
31, 1996
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 0-27748
OCAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-4544569
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
14538 Keswick Street
Van Nuys, California 91405
(Address of principal executive office) (Zip Code)
(818) 782-0711
(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 12 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods 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 at
MAY _15_, 1996: 5,780,000.
<PAGE>
<TABLE>
OCAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<CAPTION>
1995 1996
<S> <C> <C>
Net sales $6,025,067 $5,720,708
Cost of goods sold 3,974,150 3,899,979
Gross margin 2,050,917 1,820,729
Selling, general and administrative expenses 895,429 814,481
Stockholders' compensation 487,500 78,125
Operating income 667,988 928,123
Interest expense, net (81,539) (88,434)
Income before income taxes 586,449 839,689
Provision for income taxes 11,793 200,000
Net income $574,656 $639,689
Net income per share $0.18 $0.18
</TABLE>
<TABLE>
PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF INCOME (NOTE 3
For the Three Months Ended March 31, 1996 and 1995
(Unaudited)
<CAPTION>
1995 1996
<S> <C> <C>
Net sales $6,025,067 $5,720,708
Cost of goods sold 3,974,150 3,899,979
Gross margin 2,050,917 1,820,729
Selling, general and administrative expenses 895,429 814,481
Stockholders' compensation 78,125 78,125
Pro forma operating income 1,077,363 928,123
Interest expense, net (81,539) (88,434)
Pro forma income before income taxes 995,824 839,689
Pro forma provision for income taxes 400,000 335,000
Pro forma net income $595,824 $504,689
Pro forma net income per share $0.18 $0.14
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OCAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
<CAPTION>
ASSETS
December 31, March 31,
1995 1996
<S> <C> <C>
Current assets:
Cash and cash equivalents $126,883 $5,182,309
Accounts receivable, net of allowance
for doubtful accounts of $108,539 in
1995 and $108,618 in 1996 3,089,965 3,020,289
Notes receivable - stockholder and
related parties 1,765,409 -
Inventories 7,247,407 6,112,103
Prepaid expenses and other 181,950 335,573
Total current assets 12,411,614 14,650,274
Property, plant and equipment, at cost
less accumulated depreciation and
amortization 1,396,007 1,357,460
Deferred offering costs 490,136 -
Total assets $14,297,757 $16,007,734
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $2,073,765 $2,092,840
Accrued expenses 785,543 744,158
Notes payable - bank 5,802,263 -
Current portion of notes payable
- stockholders 376,661 -
Total current liabilities 9,038,232 2,836,998
Long-term notes payable - stockholders 3,256,661
Deferred income taxes 100,000
Stockholders' equity:
Preferred stock, $.001 par value;
5,000,000 shares authorized;
no shares issued - -
Common stock, $.001 par value;
15,000,000 shares authorized;
5,450,000 shares issued and out-
standing (3,250,000 shares at
December 31, 1995) 3,250 5,450
Paid-in capital 711,105 9,223,766
Retained earnings 4,545,170 584,859
Total stockholders' equity 5,259,525 9,814,075
Total liabilities and stockholders' equity $14,297,757 $16,007,734
<FN>
See accompanying notes.
</TABLE>
<PAGE>
<TABLE>
OCAL, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
For the Three Months Ended MARCH 31, 1996 and 1995
(Unaudited)
<CAPTION>
1995 1996
<S> <C> <C>
Cash flows from operating activities
Net income $574,656 $639,689
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 65,057 73,436
Deferred income taxes 100,000
Changes in assets and liabilities:
Accounts receivable, net (830,788) 69,676
Inventories (83,636) 1,135,304
Prepaid expenses and other (3,508) (153,623)
Accrued expenses 687,242 (41,385)
Accounts payable (1,051,762) 19,075
Net cash provided by (used in) operating activities (642,739) 1,842,172
Cash flows from investing activities
Acquisition of property and equipment (45,278) (34,889)
Repayment of loan to stockholder 1,645,409
Net cash provided by (used in) investing activities (45,278) 1,610,520
Cash flows from financing activities
Borrowings from (repayment of) notes payable -
bank 684,459 (5,802,263)
Additions to notes payable - stockholders 3,000,000
Repayment of notes payable - related parties (45,369)
Net proceeds from sale of common stock 9,004,997
Distribution of S corporation retained earnings
to prior S corporation shareholders (4,600,000)
Net cash provided by financing activities 639,090 1,602,734
Net increase (decrease) in cash (48,927) 5,055,426
Cash at beginning of period 78,883 126,883
Cash at end of period $29,956 $5,182,309
<FN>
See accompanying notes.
</TABLE>
<PAGE>
OCAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
1.GENERAL
The accompanying consolidated condensed financial statements
and financial information included herein have been prepared
by the Company, without audit, pursuant to the interim
period reporting requirements of Form 10-Q. Consequently,
certain information and note disclosures normally included
in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted. Readers of this report should refer to the
consolidated financial statements and the notes thereto
included into the Company's Registration Statement on Form
S-1 and related Prospectus dated March 12, 1996.
In the opinion of the Company, the accompanying unaudited
consolidated condensed financial statements contain all
adjustments (consisting of only normal recurring
adjustments) necessary for the fair presentation of its
consolidated financial position at March 31, 1996 and its
consolidated results of operations and cash flows for the
three months ended March 31, 1996 and 1995.
The Company's interim results of operations are not
necessarily indicative of the results to be expected for the
full year.
2.BASIS OF PRESENTATION
Concurrent with the closing of the Company's initial public
offering of 2,200,000 shares of common stock (Note 9) on
March 18, 1996, all of the outstanding capital stock of
OCAL, Incorporated ("Ocal Alabama"), Occidental Coating
Company ("Occidental"), Ocal Data Company ("Ocal Data"),
and Ocal Transport Co. ("Ocal Transport"), was acquired by
the Company through capital contributions by their
respective prior stockholders in exchange for an aggregate
of 3,250,000 shares of the Company's common stock (the
"Reorganization"). The Company's Chairman, CEO and
President was the sole or majority shareholder of each of
the contributed companies and is the 55.9% shareholder of
the Company as of March 31, 1996.
The accounts of Ocal Alabama, Occidental, Ocal Data and Ocal
Transport are included in the accompanying consolidated
financial statements of the Company on their historical
basis. The stockholders' equity section of the consolidated
balance sheet at December 31, 1995 has been reclassified
from that reported in the Registration Statement and
Prospectus related to the Company's initial public offering
to reflect the Company's capital structure and the
Reorganization with the common stock of Ocal Alabama,
Occidental, Ocal Data and Ocal Transport classified as
paid-in capital.
Net income per share information is based on the assumed
issuance of 3,250,000 shares of the Company's common stock
for all periods prior to March 18, 1996 and on 5,450,000
shares outstanding from that date through March 31, 1996.
<PAGE>
OCAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
3.PRO FORMA FINANCIAL INFORMATION
The pro forma consolidated condensed statements of income are prepared on
a basis consistent with those appearing in the Registration Statement and
Prospectus dated March 12, 1996 related to the Company's initial public
offering. The pro forma statements include adjustments (i) to reflect
levels of stockholder's compensation for certain stockholders whose
compensation is classified as stockholder's compensation in the
accompanying consolidated condensed statements of income (based on the
$312,500 of salaries and bonuses anticipated to be paid to those
stockholders for the year ending December 31, 1996) and (ii) to provide
related income taxes as if all of the Company's income were taxed at C
corporation rates based upon pro forma income before income taxes.
Reconciliations between historical and pro forma results of operations
follow:
Three months ended March 31, 1995:
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
(described above)
Income before income taxes $586,449 $409,375 (i) $995,824
Provision for income taxes 11,793 (388,207) (ii) 400,000
Net income $574,656 $21,168 $595,824
Net income per share $0.18 $0.18
Three months ended March 31, 1996:
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
(described above)
Income before income taxes $839,689 $ - $839,689
Provision for income taxes 200,000 (135,000) (ii) 335,000
Net income $639,689 ($135,000) $504,689
Net income per share $0.18 $0.14
<PAGE>
OCAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
4.INVENTORIES
Inventories consist of the following:
December 31, March 31,
1995 1996
Raw materials $3,372,280 $2,909,341
Finished goods 3,875,127 3,202,762
$7,247,407 $6,112,103
5. PROPERTY AND EQUIPMENT
Property and equipment consists of the following:
December 31, March 31,
1995 1996
Machinery and equipment $1,424,720 $1,424,720
Office equipment 264,515 299,398
Leasehold improvements 310,640 310,640
Molds 346,129 346,129
Automotive equipment 122,585 122,585
2,468,589 2,503,472
Less accumulated depreciation and amortization (1,072,582) (1,146,012)
$1,396,007 $1,357,460
6. REVOLVING BANK LINE OF CREDIT
The Company has a revolving bank line of credit which provides for maximum
borrowings of $6,500,000 (subject to certain specified percentages of the
Company's accounts receivables and inventories) which is collateralized
by the Company's accounts receivables and inventories. Interest is
payable at the bank's prime interest rate plus .75% (9.00% at March 31,
1996). Borrowings outstanding under the line of were $5,802,263 at
December 31, 1995 and were subsequently repaid with a portion of the
proceeds received from the Company's initial public offering on March 18,
1996.
7. ACCRUED EXPENSES
Accrued expenses consist of the following:
December 31, March 31,
1995 1996
Commissions $475,572 $463,226
Payroll and related taxes 87,445 105,057
Income taxes 11,105 100,000
Interest 184,254 51,774
Commissions 27,167 24,101
$785,543 $744,158
<PAGE>
OCAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1996
8. TRANSACTIONS WITH RELATED PARTIES
Notes Receivable
Notes receivable-stockholder and related parties consist of the following:
December 31 March 31
1995 1996
6.5% unsecured note receivable from the major
stockholder of the Company, receivable on demand $1,645,409 -
6.5% unsecured note receivable from a partnership in
which the major stockholder of the Company is a
partner, receivable on demand 120,000 -
$1,765,409 -
Notes Payable
Notes payable - stockholders consists of the following:
December 31 March 31
1995 1996
6.5% unsecured note payable on demand to the major
stockholder of the Company $376,661 $ -
6.5% unsecured note payable due March 18, 1999
to the major stockholder of the Company 256,661
6.5% unsecured notes payable due to former
shareholders of Ocal Alabama - see (ii) below 3,000,000
376,661 3,256,661
Less portion due within one year 376,661 -
Due after one year $ $3,256,661
Other
As part of the Reorganization on March 18, 1996, Ocal Alabama declared a
distribution to its then stockholders in an amount equal to all of its
undistributed S corporation retained earnings which aggregated
approximately $4,600,000. Such distribution was paid as follows: (i)
$1,600,000 was paid in cash on March 25, 1996 and (ii) $3,000,000 in
notes payable were issued to the shareholders of Ocal Alabama which
bear interest at the rate of 6.5% per annum and are payable $1,500,000
on September 18, 1997 and $1,500,000 on March 18, 1999. The amount of
distribution may be adjusted upon completion of Ocal Alabama's income tax
returns for the period from January 1, 1996 through March 18, 1996.
<PAGE>
OCAL, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
March 31, 1996
9. Initial Public Offering
On March 18, 1996, the Company completed the initial public offering of
2,200,000 shares of its common stock at a price of $5.00 per share. After
underwriters' discounts, commissions and expenses, the net proceeds of the
offering to the Company were $9,905,000. Other expenses of the offering
charged to paid-in capital aggregated $1,390,139. On April 15, 1996, the
Underwriters exercised their overallotment option by purchasing an
additional 330,000 shares of the Company's common stock at a price of
$5.00 per share, before underwriting discounts and commissions of $.40 per
share.
10.Income Taxes
Through March 18, 1996, the date of the Reorganization and the Company's
initial public offering, Ocal Alabama and Ocal Data had elected to be
taxed as S corporations under the provisions of the Internal Revenue Code.
Pursuant to such elections, stockholders of these companies included their
proportionate share of the taxable income (loss) of these companies in
their personal income tax returns. Accordingly, no provision for federal
income tax is required or has been provided for the operations of Ocal
Alabama and Ocal Data through March 18, 1996.
As of March 18, 1996, as a result of the Reorganization, the Company and
all of its subsidiaries became C corporations subject to state and
federal income taxes at statutory rates. Such income taxes are provided
on the results of operations in the accompanying consolidated statement
of income for the period from March 18, 1996 through March 31, 1996.
Included in the provision for income taxes for the three months ended
March 31, 1996 is a one-time accrual of deferred income taxes in the
amount of $100,000 as a result of terminating Ocal-Alabama's S
corporation status due to the Reorganization. These deferred income
taxes relate primarily to temporary depreciation differences.
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
The following discussion should be read in conjunction with management's
discussion and analysis of financial condition and results of operations
incorporated in the Company's Registration Statement on Form S-1 and related
prospectus dated March 12, 1996.
OVERVIEW
Concurrent with the closing of the Company's initial public offering of
2,200,000 shares of common stock on March 18, 1996, all of the outstanding
capital stock of OCAL, Incorporated ("Ocal Alabama"), Occidental Coating
Company ("Occidental"), Ocal Data Company ("Ocal Data"), and Ocal Transport Co.
("Ocal Transport"), was acquired by the Company through capital contributions
by their respective prior stockholders in exchange for an aggregate of
3,250,000 shares of the Company's common stock (the "Reorganization"). The
Company's Chairman, CEO and President was the sole or majority shareholder of
each of the contributed companies and is the 55.9% shareholder of the Company
as of March 31, 1996. The accounts of Ocal Alabama, Occidental, Ocal Data and
Ocal Transport are included in the accompanying consolidated financial
statements of the Company on their historical basis.
RESULTS OF OPERATIONS
Statement of Income Data
The following table sets forth, for the periods indicated, statement of income
data expressed as a percentage of total net sales.
Three months ended March 31,
1995 1996
Net sales 100.0% 100.0%
Cost of goods sold 66.0% 68.2%
Gross margin 34.0% 31.8%
Selling, general and administrative
expenses 14.8% 14.2%
Stockholders' compensation 8.1% 1.4%
Operating income 11.1% 16.2%
Interest expense (1.4%) (1.5%)
Income before income taxes 9.7% 14.7%
Provision for income taxes 0.2% 3.5%
Net income 9.5% 11.2%
<PAGE>
The Company's net sales decreased 5.1%, from $6,025,000 for the three months
ended March 31, 1995 to $5,720,708 for the three months ended March 31, 1996,
due to lower shipments because of cold and wet weather in the Northeast during
the first two months of 1996 that caused delays on job sites resulting in order
delays or cancellations.
Gross margin decreased 11.2%, from $2,051,000 for the three months ended March
31, 1995 to $1,821,000 for the three months ended March 31, 1996, because of
the combination of the decrease in net sales and a lower gross margin
percentage which decreased from 34.0% in 1995 to 31.8% in 1996. The decrease
in gross margin percentage was due to competitive pricing pressures on the
Company's net sales and in part due to sales mix.
Selling, general and administrative ("SG&A") expenses decreased 9.0%, from
$895,000 for the three months ended March 31, 1995 to $814,000 for the three
months ended March 31, 1996, due principally to lower number of employees in
the Corporate office in 1996. This is also the cause of the decrease in
overall SG&A expenses as a percentage of net sales from 14.8% in 1995 to 14.2%
in 1996.
Stockholders' compensation decreased 84.1% from $487,500 for the three months
ended March 31, 1995 to $78,000 for the three months ended March 31, 1996, due
principally to a substantially decreased level of bonuses anticipated. Before
the Company's Reoganization on March 18, 1996, Ocal Alabama paid bonuses to its
stockholders each year primarily to provide stockholders with funds to satisfy
their income tax obligations on the Company's S corporation income taxed
directly to the stockholders. The Company has agreed to limit compensation in
fiscal 1996 to the stockholders' whose compensation is included in
stockholders' compensation expense, to an aggregate of $312,500.
Interest expense increased 8.5%, from $82,000 for the three months ended March
31, 1995 to $88,000 for the three months ended March 31, 1996, due to a higher
average balance of borrowings during the first two months in 1996.
Provision for income taxes increased $188,000, from $12,000 for the three
months ended March 31, 1995 to $200,000 for the three months ended March 31,
1996, due to the conversion of certain subsidiaries of the Company from S
corporation to C corporation status upon the Reorganization on March 18, 1996,
which subjects the Company to state and federal income taxes at statutory rates
beginning as of that date, and to the one-time accrual of deferred income taxes
of $100,000 on March 18, 1996 as a result of the termination of Ocal Alabama's
S corporation status. For the three months ended March 31, 1995, the Company's
income was not subject to federal income taxes because of its subsidiaries' S
corporation status.
Net income increased 11.3% , from $575,000 for the three months ended March 31,
1995 to $640,000 for the three months ended March 31, 1996, due principally to
the decrease in stockholders' compensation offset in part by the increase in
provision for income taxes.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
On March 18, 1996, the Company completed its initial public offering whereby it
sold 2,200,000 shares of its common stock at $5.00 per share and received net
proceeds, after all underwriters' expenses and other costs of the offering, of
$8,514,861. The proceeds of the offering were used principally to pay off the
$3,947,886 balance of the Company's note payable to the bank and to pay the
$1,600,000 cash portion of Ocal Alabama's distribution of its S corporation
retained earnings to its former stockholders. The remainder of the proceeds
were added to the Company's working capital which increased from $3,373,382 at
December 31, 1995 to $11,813,276 at March 31, 1996 which is primarily
attributable to the proceeds of the initial public offering.
On April 15, 1996, the Underwriters exercised their overallotment option by
purchasing an additional 330,000 shares of the Company's common stock at a
price of $5.00 per share, before underwriting discounts and commissions of $.40
per share.
The Company has a revolving bank line of credit which provides for borrowings
of up to $6,500,000 (subject to certain specified percentages of the Company's
accounts receivable and inventories). Interest is payable at the bank's prime
interest rate plus .75%, which was 9.00% at March 31, 1996. All of the
outstanding balance under the credit line was repaid on March 18, 1996, with a
portion of the proceeds from the Company's initial public offering.
During the three months ended March 31, 1996, cash provided from operations
totalled $1,842,000, principally due to the Company's net income and a decrease
in inventories. During the three months ended March 31, 1995, cash used by
operations totalled $643,000, principally due to increases in the Company's
accounts receivable and inventories, decrease in accounts payable, offset in
part by net income and increase in accrued expenses.
During the three months ended March 31, 1996, cash provided by investments
totalled $1,611,000, principally due to the repayment of a loan to the
Company's primary stockholder in the amount of $1,645,000.
During the three months ended March 31, 1996, cash provided by financing
activities totalled $1,603,000, principally due to net proceeds from the public
offering, offset in part by the repayment of note payable to bank and the
distribution of Ocal Alabama's S corporation retained earnings to its former
shareholders. During the three months ended March 31, 1995, cash provided by
financing activities totalled $639,000, principally due to increase in
borrowings under its line of credit.
The Company believes that its current level of cash and cash equivalents and
the availability under its bank line of credit will be sufficient to fund the
Company's capital needs for at least the next twelve to eighteen months.
<PAGE>
INCOME TAXES
As of March 18, 1996, as a result of the Reorganization, the Company and all of
its subsidiaries became C corporations subject to state and federal income
taxes at statutory rates which the Company estimates will subject its taxable
income after that date to a combined tax rate of approximately 40%. Such
income taxes are provided in the accompanying consolidated statement of income
for the period from March 18, 1996 through March 31, 1996. Previously, the
Company only recorded a provision for state income taxes at S corporation tax
rates which were nominal in amount. Included in the provision for income taxes
for the three months ended March 31, 1996, is a one-time accrual of deferred
income taxes in the amount of $100,000 as a result of terminating Ocal
Alabama's S corporation status due to the Reorganization. These deferred
income taxes relate primarily to temporary depreciation differences.
INFLATION AND SEASONALITY
The Company does not believe its operations have been materially affected by
inflation. The Company has been successful, in most cases, at mitigating the
effects of inflation by increasing prices and by maintaining sufficiently large
inventories. The Company's business is not seasonal.
<PAGE>
PART II - OTHER INFORMATION
OCAL, INC.
March 31, 1996
Item Exhibits and Reports on Form 8-K.
(a) Exhibits:
Not applicable
(b) Reports on Form 8-K:
Not applicable
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.
OCAL, INC.
Registrant
May 15, 1996 ILAN BENDER
Date ILAN BENDER
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER
AND PRESIDENT
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1996
<PERIOD-END> MAR-31-1995 MAR-31-1996
<CASH> 28,956 5,182,309
<SECURITIES> 0 0
<RECEIVABLES> 3,067,509 3,128,907
<ALLOWANCES> 110,000 108,618
<INVENTORY> 6,479,694 6,112,103
<CURRENT-ASSETS> 9,703,387 14,650,274
<PP&E> 2,383,485 2,503,472
<DEPRECIATION> 859,048 1,146,012
<TOTAL-ASSETS> 11,227,824 16,007,734
<CURRENT-LIABILITIES> 3,796,867 2,836,998
<BONDS> 2,700,000 3,356,661
0 0
0 0
<COMMON> 100 5,450
<OTHER-SE> 4,749,954 9,808,625
<TOTAL-LIABILITY-AND-EQUITY> 4,750,054 9,814,075
<SALES> 6,025,067 5,720,708
<TOTAL-REVENUES> 6,025,067 5,720,708
<CGS> 3,947,150 3,899,979
<TOTAL-COSTS> 5,357,079 4,792,585
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 81,539 88,434
<INCOME-PRETAX> 586,449 839,689
<INCOME-TAX> 11,793 200,000
<INCOME-CONTINUING> 574,656 639,689
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 574,656 639,689
<EPS-PRIMARY> .18 .18
<EPS-DILUTED> .18 .18
</TABLE>
