<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
---------------
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 1-5483
WHITEHALL CORPORATION
---------------------
(Exact name of registrant as specified in its charter)
DELAWARE 41-0838460
-------- ----------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
2659 NOVA DRIVE, DALLAS, TEXAS
Mailing Address: P.O. Box 29709, Dallas, Texas 75229
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 214-247-8747
--------------
N/A
--------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Number of shares outstanding of each of the issuer's classes of common stock,
as of March 31, 1995
Common Stock, $0.10 par value: 2,708,300
<PAGE> 2
INDEX
QUARTERLY REPORT ON FORM 10-Q
FOR QUARTER ENDED MARCH 31, 1995
WHITEHALL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
PAGE
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
March 31, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . 1
Condensed Consolidated Statements of Operations
Three months ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 2
Consolidated Statements of Cash Flows
Three months ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . 3
Notes to Condensed Consolidated Financial Statements
March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Item 2. Management`s Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . . . . . . . . . . 8
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - (UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
ASSETS 1995 1994
----------- ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 8,568,000 $ 9,456,000
Accounts receivable, net 10,200,000 6,431,000
Inventories:
Finished products 1,055,000 966,000
Products in process 610,000 782,000
Materials and supplies 4,634,000 4,556,000
------------- -------------
6,299,000 6,304,000
Prepaid expenses and other 502,000 582,000
------------- -------------
TOTAL CURRENT ASSETS 25,569,000 22,773,000
PROPERTY, PLANT AND EQUIPMENT 26,669,000 26,396,000
Less allowances for depreciation and amortization (20,048,000) (20,012,000)
------------- -------------
6,621,000 6,384,000
NOTES RECEIVABLE 3,410,000 2,500,000
NOTES RECEIVABLE FROM EMPLOYEES 567,000 556,000
------------- -------------
TOTAL ASSETS $ 36,167,000 $ 32,213,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities $ 7,602,000 $ 4,298,000
Accrued environmental costs 566,000 736,000
------------- -------------
TOTAL CURRENT LIABILITIES 8,168,000 5,034,000
NON-CURRENT LIABILITIES 430,000 190,000
SHAREHOLDERS' EQUITY
Common stock, $.10 par value:
Authorized shares - 5,000,000
Issued shares (1995 - 3,788,956; 1994 - 3,787,956) 380,000 379,000
Additional paid-in capital 1,211,000 1,200,000
Retained earnings 42,123,000 41,555,000
------------- -------------
43,714,000 43,134,000
Less treasury shares at cost
(1995 - 1,080,656; 1994 - 1,080,656) (16,145,000) (16,145,000)
------------- -------------
27,569,000 26,989,000
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 36,167,000 $ 32,213,000
============= =============
</TABLE>
See notes to condensed consolidated financial statements.
1
<PAGE> 4
WHITEHALL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - (UNAUDITED)
<TABLE>
<CAPTION>
For the Three
Months Ended
March 31,
1995 1994
----------- -------------
<S> <C> <C>
Net Sales
Products $ 3,887,000 $ 1,704,000
Services 10,412,000 3,850,000
------------ -------------
14,299,000 5,554,000
Cost of Sales
Products 3,172,000 1,268,000
Services 9,299,000 3,701,000
------------ -------------
12,471,000 4,969,000
------------ -------------
GROSS PROFIT 1,828,000 585,000
Operating expenses:
Selling, general and administrative 1,258,000 1,583,000
Research and development 4,000 556,000
------------ -------------
Total operating expenses 1,262,000 2,139,000
INCOME/(LOSS) FROM OPERATIONS 566,000 (1,554,000)
Other income, net 189,000 595,000
------------ -------------
INCOME/(LOSS) BEFORE INCOME TAXES 755,000 (959,000)
Income tax (187,000) 0
------------ -------------
NET INCOME/(LOSS) $ 568,000 $ (959,000)
============ =============
PRIMARY
NET INCOME/(LOSS) PER SHARE $ 0.21 $ (0.36)
============ =============
</TABLE>
See notes to condensed consolidated financial statements.
2
<PAGE> 5
WHITEHALL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED)
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31, March 31,
1995 1994
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 568,000 $ (959,000)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 259,000 250,000
Gain on sale of fixed assets (290,000) 0
Accounts receivable, net (3,769,000) (297,000)
Recoverable Federal income taxes 0 1,061,000
Inventories 5,000 (957,000)
Prepaid expenses and other 80,000 324,000
Accounts payable and accrued liabilities 3,304,000 (77,000)
Accrued environmental costs (170,000) (60,000)
Non-current liabilities 240,000 (25,000)
------------- ------------
Total adjustments (341,000) 219,000
------------- ------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 227,000 (740,000)
CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of marketable securities 0 4,464,000
Capital expenditures (580,000) (55,000)
Notes receivable (921,000) (1,500,000)
Proceeds from sale of fixed assets 374,000 0
------------- ------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES (1,127,000) 2,909,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock from exercise of stock options 12,000 0
Purchase of treasury stock 0 (174,000)
------------- ------------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 12,000 (174,000)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (888,000) 1,995,000
------------- ------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $ 9,456,000 $ 5,325,000
------------- ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 8,568,000 $ 7,320,000
============= ============
</TABLE>
See notes to condensed consolidated financial statements.
3
<PAGE> 6
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED)
MARCH 31, 1995
NOTE A - BASIS OF PRESENTATION
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 to 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 (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included. Operating results for the three month
period ending March 31, 1995, are not necessarily indicative of the results
that may be expected for the year ending December 31, 1995. For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1994.
NOTE B - NOTES RECEIVABLE
During 1994, The Company obtained 40% ownership of a joint venture
involved in the development of aircraft-related technology and advanced the
venture $2 million. The Company obtained a promissory note for the advance.
The principal balance of the promissory note accrues interest at a maximum rate
of 5%, and the principal balance together with accrued interest are due January
5, 1999. The note is secured by certain assets of the joint venture. During
the first quarter of 1995 the Company advanced the joint venture an additional
$900,000.
In December of 1994 the Company loaned $500,000 to a partner in the
joint venture. The loan accrues interest at the prime rate plus one percent
and is payable in five equal monthly installments beginning March 1995.
NOTE C - COMMITMENTS AND CONTINGENCIES
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (i) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its President
and Chairman of the Board, and (ii) that the defendants' actions forced Mr.
Webster into retirement without providing Mr. Webster with retirement benefits
which Mr. Webster was purportedly promised. On August 17, 1994, the defendants
were granted a partial summary judgment. On October 24, 1994, Mr. Webster
filed a third amended petition and alleged the following causes of action:
Tortious interference with contractual relations against Cambridge Capital
Fund, L.P., and directors George F. Baker and John J. McAtee; intentional
infliction of emotional distress, and breach of oral contract. The third
amended petition sought compensatory and punitive damages in excess of $35
million. On January 12, 1995 the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment, in favor of the defendants, on all remaining claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to the
U.S. District Court for the Northern District of Texas. The petition alleged,
among other things, that (i) the Company interfered with Mr. Webster's existing
and prospective contractual relationship with the employee and First City, a
national banking institution; (ii) the Company has converted to its own use the
employee's Company stock which allegedly was owned
4
<PAGE> 7
WHITEHALL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (UNAUDITED) - (CONTINUED)
NOTE C - COMMITMENTS AND CONTINGENCIES (CONTINUED)
by Mr. Webster; (iii) the Company, First City and the employee conspired to
commit fraud against Mr. Webster; and (iv) the actions of the Company, First
City, and the employee were intentionally done to cause Mr. Webster emotional
distress. The petition sought, among other things, not less than $1 million in
compensatory damages, not less than $5 million in exemplary damages and not
less than $1 million as damages for emotional distress. By orders dated June
2, 1994 and June 20, 1994, the Company was granted a summary judgment on all
claims alleged by Mr. Webster. The Company anticipates that Mr. Webster will
appeal the summary judgment when it becomes a final judgment. Management
intends to vigorously defend any appeal.
Aero has been subject to Environmental Protection Agency ("EPA")
regulations at the Lake City, Florida facility. The Company does not anticipate
any material direct effects upon the capital expenditures, earnings and
competitive position of the Company from compliance with present Federal, State
and local provisions which have been enacted or adopted regulating the
discharge of materials into the environment, or otherwise relating to the
protection of the environment. The Company does expect, however, that
compliance with such regulations will require, from time to time, both
increased operating costs and capital expenditures which may be substantial.
As of March 31, 1995 and December 31, 1994, the Company had reserved
approximately $566,000 and $736,000 respectively for anticipated environmental
remediation costs at the Aero facility. The decrease in the reserve resulted
from expenditures made according to the closure permit approved by the Florida
Department of Environmental Protection (FDEP). Other remaining costs to be
incurred will include testing and monitoring to be performed over a 20 to 30
year period. Actual costs to be incurred in future periods may vary from the
estimate, given the inherent uncertainties in evaluating environmental
exposures. These uncertainties include the extent of required remediation
based on testing and evaluation not yet completed and the varying costs and
effectiveness of remediation methods.
The Company is also involved in certain legal proceedings in the
normal course of its business.
After consultation with counsel, management is of the opinion that the
outcome of the above-mentioned proceedings will not have a material effect on
the financial position or results of operations of the Company.
To comply with the financial assurances required by the FDEP, the
Company requested and a bank issued a standby letter of credit in favor of the
FDEP. This letter of credit meets all conditions required by the FDEP.
5
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
OPERATING RESULTS
Whitehall Corporation's consolidated sales for the three months ended
March 31, 1995 were $14,299,000, a 157% increase over the first quarter of
1994. Sales for the first quarter of 1995 increased by 170% in the Aircraft
Maintenance segment, 245% in the Ocean Systems segment and decreased by 3% in
the Electronics segment. Aircraft Maintenance sales reflect additional
commercial aircraft maintenance work. The increase in sales in the Ocean
Systems segment is primarily attributable to new product sales.
The Company recorded income from operations of $566,000 in the first
quarter of 1995 compared to a loss of $1,554,000 in the same period of 1994.
The Aircraft Maintenance segment reported operating income of $753,000 for the
first quarter of 1995 compared to an operating loss of $452,000 for the same
period of 1994. The improvement in the Aircraft Maintenance segment resulted
primarily from stringent cost control coupled with the increase in sales
volume. The Oceans Systems segment recorded an operating profit of $196,000
for the first quarter of 1995 compared to an operating loss of $814,000 for the
same period of 1994. The Ocean System segment's improved performance resulted
primarily from new product sales and lower research and development
expenditures. The Electronics segment's operating profit totaled $184,000 for
the first quarter of 1995 compared to an operating profit of $189,000 for the
same period of 1994. Corporate office expense totaled $567,000 for the first
quarter of 1995 compared to $477,000 for the same period of 1994.
Other income decreased to $189,000 in the first quarter of 1995
compared to $595,000 in the same period of 1994. Other income for the first
quarter of 1995 consists primarily of interest earned on invested cash, gain on
the sale of fixed assets offset by other expenses. The same period of 1994
included interest earned on Federal Income Tax Refunds and interest earned on
invested cash.
FINANCIAL CONDITION
During the first three months of 1995, cash provided by operations
totaled $227,000, as compared to cash used in operations of $740,000 in the
same period of 1994. The Company's capital expenditures totaled $580,000
during the first three months of 1995 compared to $55,000 during the same
period of 1994.
Cash and cash equivalents decreased during the first quarter of 1995
by $888,000, primarily as a result of the funds advanced to the joint venture
and capital expenditures.
Accounts receivable increased by $3.8 million from December 31, 1994
to March 31, 1995 as a result of the increase in sales volume. Accounts
payable also increased as a result of the increased activity.
During the first quarter of 1995 the Company did not acquire any
additional shares of its common stock. At March 31, 1995 there were
approximately 121,100 additional shares available for repurchase under the
Company's current repurchase authorization. The Company may continue to
acquire stock as market conditions warrant.
At March 31, 1995 the Company's consolidated firm backlog totaled
$22,172,000 compared to $21,874,000 at December 31, 1994.
6
<PAGE> 9
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The information contained in Item 3 of the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1994, is incorporated herein by
reference.
On May 10, 1991, an action was filed in the District Court of Dallas
County, Texas by Lee D. Webster, former Chairman, Chief Executive Officer and
President of Whitehall, against the Company, each of its directors (other than
Mr. Webster) and Cambridge Capital Fund, L.P., alleging, among other things,
that (i) the defendants' actions, both individually and in concert, constituted
willful interference with Mr. Webster's employment relationship with the
Company and were the direct cause of Mr. Webster's termination as its President
and Chairman of the Board, and (ii) that the defendants' actions forced Mr.
Webster into retirement without providing Mr. Webster with retirement benefits
which Mr. Webster was purportedly promised. On August 17, 1994, the defendants
were granted a partial summary judgment. On October 24, 1994, Mr. Webster
filed a third amended petition and alleged the following causes of action:
Tortious interference with contractual relations against Cambridge Capital
Fund, L.P., and directors George F. Baker and John J. McAtee; intentional
infliction of emotional distress, and breach of oral contract. The third
amended petition sought compensatory and punitive damages in excess of $35
million. On January 12, 1995 the Court entered an abatement on one of the
breach of oral contract claims against the Company and entered a summary
judgment, in favor of the defendants, on all remaining claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
On September 22, 1992, Mr. Webster filed an action in the District
Court of Dallas County, Texas, against First City, Texas-Dallas, the Company
and an employee of the Company. As receiver for First City, Texas-Dallas, the
Federal Deposit Insurance Corporation intervened and removed this case to the
U.S. District Court for the Northern District of Texas. The petition alleged,
among other things, that (i) the Company interfered with Mr. Webster's existing
and prospective contractual relationship with the employee and First City, a
national banking institution; (ii) the Company has converted to its own use the
employee's Company stock which allegedly was owned by Mr. Webster; (iii) the
Company, First City and the employee conspired to commit fraud against Mr.
Webster; and (iv) the actions of the Company, First City, and the employee were
intentionally done to cause Mr. Webster emotional distress. The petition
sought, among other things, not less than $1 million in compensatory damages,
not less than $5 million in exemplary damages and not less than $1 million as
damages for emotional distress. By orders dated June 2, 1994 and June 20,
1994, the Company was granted a summary judgment on all claims alleged by Mr.
Webster. The Company anticipates that Mr. Webster will appeal the summary
judgment when it becomes a final judgment. Management intends to vigorously
defend any appeal.
7
<PAGE> 10
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Registrant held its Annual Meeting of Stockholders on May 1, 1995
in Dallas, Texas. Stockholders re-elected George F. Baker, Bruce C. Conway,
Arthur H. Hutton, John J. McAtee, Jr., Jack S. Parker, Lewis S. White and John
H. Wilson, III as directors of the Company to serve until the next Annual
Meeting of Stockholders. Voting results are presented below. Stockholders also
ratified the appointment of Arthur Andersen LLP, certified public accountants,
as auditors of the Company for the fiscal year ending December 31, 1995
(2,223,443 votes for, 15,124 votes against and 3,472 votes abstaining).
<TABLE>
<CAPTION>
Votes Votes Votes
Name For Against Abstaining
---- --- ------- ----------
<S> <C> <C> <C>
George F. Baker 2,203,658 15,974 22,407
Bruce C. Conway 2,203,658 15,974 22,407
Arthur H. Hutton 2,203,638 15,994 22,407
John J. McAtee, Jr. 2,203,658 15,974 22,407
Jack S. Parker 2,203,458 16,174 22,407
Lewis S. White 2,202,958 16,674 22,407
John H. Wilson, III 2,203,658 15,974 22,407
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
The following Exhibit is included herein:
(11) Statement re: computation of earnings per share
(27) Financial Data Schedule
The Registrant did not file any reports on Form 8-K during the three
months ended March 31, 1995.
8
<PAGE> 11
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.
WHITEHALL CORPORATION
<TABLE>
<S> <C> <C> <C>
Date May 15, 1995 By /s/ G. F. Baker
-------------------------- ------------------------------------
George F. Baker, President
Date May 15, 1995 By /s/ E. F. Campbell, III
-------------------------- ------------------------------------
E. Forrest Campbell, III, Treasurer
</TABLE>
9
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
11 Statement re: computation of earnings per share
27 Financial Data Schedule
</TABLE>
<PAGE> 1
(11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
For the
Three Months Ended
March 31,
----------------------
1995 1994
--------- ---------
<S> <C> <C>
Primary
Average shares outstanding 2,707,122 2,698,598
============ ===========
Diluted
Average shares outstanding 2,792,427 2,698,598
============ ===========
Net Income/(Loss) $568,000 ($959,000)
============ ===========
Primary
Net Income/(Loss) per share $0.21 ($0.36)
============ ===========
Diluted
Net Income/(Loss) per share $0.20 ($0.36)
============ ===========
</TABLE>
Common stock options are not included in earnings per share computations for
the Quarter Ending March 31, 1994 since their effect is not significant or is
antidilutive.
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000106827
<NAME> WHITEHALL CORPORATION
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 8,568,000
<SECURITIES> 0
<RECEIVABLES> 10,200,000
<ALLOWANCES> 0
<INVENTORY> 6,299,000
<CURRENT-ASSETS> 25,569,000
<PP&E> 26,669,000
<DEPRECIATION> 20,048,000
<TOTAL-ASSETS> 36,167,000
<CURRENT-LIABILITIES> 8,168,000
<BONDS> 0
<COMMON> 380,000
0
0
<OTHER-SE> 43,334,000
<TOTAL-LIABILITY-AND-EQUITY> 36,167,000
<SALES> 14,299,000
<TOTAL-REVENUES> 14,299,000
<CGS> 12,471,000
<TOTAL-COSTS> 1,262,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 755,000
<INCOME-TAX> (187,000)
<INCOME-CONTINUING> 568,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 568,000
<EPS-PRIMARY> 0.21
<EPS-DILUTED> 0.20
</TABLE>
