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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 30, 1999
Commission file number 1-467
----------
WILSHIRE OIL COMPANY OF TEXAS
-------------------------------------------------------
(Exact name of registrants as specified in its charter)
DELAWARE 84-0513668
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
921 BERGEN AVENUE - JERSEY CITY, NEW JERSEY 07306-4204
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number - including area code (201) 420-2796
NO CHANGE
---------------------------------------------------
Former name, former address and former fiscal year,
if changed since last reports.
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 [_]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the close of the period by this report.
Common Stock $1 Par Value -- 8,796,827
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<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
INDEX
Page No.
--------
Part I Financial Information
Financial Information:
Condensed Consolidated Balance Sheets - 1
September 30, 1999 (Unaudited) and December 31, 1998
Consolidated Statements of Income - 2
(Unaudited) Nine months ended September 30, 1999 and 1998
Consolidated Statements of Income - 3
(Unaudited) Three months ended September 30, 1999 and 1998
Consolidated Statements of Cash Flows - 4
(Unaudited) Nine months ended September 30, 1999 and 1998
Notes to (Unaudited) Consolidated Financial Statements 5 & 6
Management's Discussion and Analysis 7, 8, 9 & 10
of Financial Condition and Results of Operations
Part II Other Information 11
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(000's Omitted, Except Share Data)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
--------- ---------
(Unaudited)
ASSETS
------
CURRENT ASSETS
<S> <C> <C>
Cash and cash equivalents $ 2,508 $ 4,444
Accounts receivable 1,127 3,261
Marketable securities, stated at
market value 5,711 5,162
Prepaid expenses and other current assets 1,987 1,359
--------- ---------
Total current assets 11,333 14,226
--------- ---------
PROPERTY AND EQUIPMENT
Oil and gas properties, using the
full cost method of accounting 135,053 133,804
Real estate properties 59,816 58,773
Other property and equipment 404 446
--------- ---------
195,273 193,023
Less - Accumulated depreciation,
depletion and amortization 115,095 112,648
--------- ---------
80,178 80,375
--------- ---------
$ 91,511 $ 94,601
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
Current portion of long-term debt $ 4,538 $ 6,502
Accounts payable 2,034 1,782
Accrued and other liabilities 305 928
--------- ---------
Total current liabilities 6,877 9,212
--------- ---------
LONG - TERM DEBT, less current portion 47,846 47,764
--------- ---------
DEFERRED INCOME TAXES AND OTHER
NONCURRENT LIABILITIES 11,992 11,891
--------- ---------
SHAREHOLDERS' EQUITY
Common stock, $1 par value,
15,000,000 shares authorized;
10,013,544 shares issued 10,014 10,014
Capital in excess of par value 9,155 9,146
Retained earnings 15,384 15,274
--------- ---------
34,553 34,434
Less -
Treasury stock, 1,216,717 and 782,038
shares in 1999 and 1998, at cost (6,474) (5,303)
Accumulated other comprehensive loss (3,283) (3,397)
--------- ---------
24,796 25,734
--------- ---------
$ 91,511 $ 94,601
========= =========
</TABLE>
1
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000's Omitted, Except Share Data)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
----------------------------
September 30, September 30,
1999 1998
-------- --------
REVENUES
<S> <C> <C>
Oil & Gas $ 3,818 $ 3,808
Real Estate 9,285 8,625
-------- --------
Total Revenues 13,103 12,433
COSTS AND EXPENSES
Oil and Gas Production Expenses 1,438 1,751
Real Estate Operating Expenses 5,199 5,077
Depreciation, depletion and amortization 2,330 3,203
General and Administrative 1,190 1,258
-------- --------
Total Costs and Expenses 10,157 11,289
-------- --------
Income from Operations 2,946 1,144
OTHER INCOME 460 638
GAIN ON SALES OF MARKETABLE
SECURITIES (Note 3) 34 4.219
INTEREST EXPENSE (2,862) (2,974)
-------- --------
Income before provision
for income taxes 578 3,027
PROVISION FOR INCOME TAXES 138 1,020
-------- --------
Net income $ 440 $ 2,007
======== ========
BASIC EARNINGS PER SHARE $ .05 $ .21
======== ========
DILUTED EARNINGS PER SHARE $ .05 $ .21
======== ========
</TABLE>
2
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(000's Omitted, Except Share Data)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------
September 30, September 30,
1999 1998
-------- --------
REVENUES
<S> <C> <C>
Oil & Gas $ 1,415 $ 1,275
Real Estate 3,056 3,003
------- -------
Total Revenues 4,471 4,278
COSTS AND EXPENSES
Oil and Gas Production Expenses 316 541
Real Estate Operating Expenses 1,720 1,715
Depreciation, depletion and amortization 699 1,217
General and Administrative 483 504
------- -------
Total Costs and Expenses 3,218 3,977
------- -------
Income from Operations 1,253 301
OTHER INCOME 53 259
GAIN ON SALES OF MARKETABLE
SECURITIES (Note 3) -- 676
INTEREST EXPENSE (944) (985)
------- -------
Income before provision
for income taxes 362 251
PROVISION FOR INCOME TAXES 62 88
------- -------
Net income $ 300 $ 163
======= =======
BASIC EARNINGS PER SHARE $ .03 $ .02
======= =======
DILUTED EARNINGS PER SHARE $ .03 $ .02
======= =======
</TABLE>
3
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000's Omitted)
(Unaudited)
<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
--------------------------------
September 30, September 30,
1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income $ 440 $ 2,007
Adjustments to reconcile net income to net
cash used in operating activities -
Depreciation, depletion and amortization 2,447 3,203
Deferred income tax provision (benefit) 101 (93)
Amortization (adjustment) of deferred and
unearned compensation in connection
with non-qualified stock option plan, net 9 (112)
Gain on sales of marketable securities (34) (4,219)
Foreign currency transactions -- --
Changes in operating assets and liabilities -
(Increase) decrease in receivables 2,134 274
(Increase) in prepaid expenses and other
current assets (628) (581)
Increase (decrease) in accounts payable,
accrued and other liabilities (437) (1,706)
-------- --------
Net cash provided by (used in)
operating activities $ 4,032 $ (1,227)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures, net (2,502) (8,024)
Purchases of marketable securities (638) (2,907)
Proceeds from sales and redemptions of securities 375 13,642
-------- --------
Net cash provided by (used in)
investing activities $ (2,765) $ 2,711
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of long term debt 1,000 9,151
Principal payment of long term debt (3,146) (11,800)
Purchase of treasury stock (1,171) (974)
Exercise of stock options -- --
Other -- (566)
-------- --------
Net cash provided by (used in)
financing activities $ (3,317) ($ 4,189)
-------- --------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 114 (131)
-------- --------
Net increase (decrease) in cash and
cash equivalents (1,936) (2,836)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 4,444 5,534
-------- --------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 2,508 $ 2,698
======== ========
SUPPLEMENTAL DISCLOSURES TO THE
STATEMENTS OF CASH FLOWS:
Cash paid during the period for -
Interest $ 2,975 $ 2,951
Income taxes $ 106 $ 1,906
</TABLE>
4
<PAGE>
WILSHIRE OIL COMPANY OF TEXAS
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1999 (Unaudited)
1. FINANCIAL STATEMENTS
The condensed consolidated financial statements included herein have been
prepared by the Registrant, without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
and footnote disclosures normally included in financial statements prepared
in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Registrant believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in the Company's latest annual
report on Form 10-K. This condensed financial information reflects, in the
opinion of management, all adjustments necessary to present fairly the
results for the interim periods. All such adjustments are of a normal
recurring nature. The results of operations for such interim periods are
not necessarily indicative of the results for the full year.
2. DESCRIPTION OF BUSINESS:
Wilshire Oil Company of Texas is a diversified corporation engaged in oil
and gas exploration and production and real estate operations. The
Company's oil and gas operations are conducted both in its own name and
through several wholly-owned subsidiaries in the United States and Canada.
Crude oil and natural gas productions are sold to oil refineries and
natural gas pipeline companies. The Company's real estate holdings are
located in the states of Arizona, Florida, New Jersey, Texas and Georgia.
The Company also maintains investments in marketable securities.
3. GAIN ON SALES OF MARKETABLE SECURITIES
The Company realized gains from the sales of marketable securities of
$34,000 and $4,219,000 for the nine months ended September 30, 1999 and
1998, respectively, and $676,000 for the three months ended September 30,
1998. There were no such gains during the quarter ended September 30, 1999
4. COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted the provisions of Statement
of Financial Accounting Standards No. 130, "Reporting Comprehensive
Income," which modifies the financial statement presentation of
comprehensive income and its components. Reclassification of financial
statements for earlier periods is required.
5
<PAGE>
Comprehensive income, representing all changes in shareholders' equity
during the period, other than changes resulting from the Company's common stock,
for the nine months ended September 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1999 1998
----------- -----------
<S> <C> <C>
Net income $ 440,000 $ 2,007,000
Other comprehensive income (loss), net of taxes
Foreign currency translation adjustments 114,000 (697,000)
Unrealized gain on available-for-sale securities -- 1,250,000
Less: Reclassification adjustment for gains
included in net income, net of income tax
effect of - and $1,434,000 in
1999 and 1998, respectively -- (2,785,000)
----------- -----------
Other comprehensive income (loss) 114,000 (2,232,000)
----------- -----------
Comprehensive income (loss) $ 554,000 $ (225,000)
----------- -----------
</TABLE>
5. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128),
which requires presentation in the Consolidated Statement of Income of both
basic and diluted earnings per share. Earnings per share amounts have been
presented, and where appropriate, restated to conform to the SFAS No. 128
requirements.
The following table sets forth the computation of basic and diluted
earnings per share-
<TABLE>
<CAPTION>
Nine Months Ended Sept. 30, Three Months Ended Sept. 30,
--------------------------- -----------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Numerator-
<S> <C> <C> <C> <C>
Net income $ 440,000 $2,007,000 $ 300,000 $ 163,000
========== ========== ========== ==========
Denominator-
Weighted average common shares
outstanding - Basic 8,903,464 9,331,850 8,848,076 9,264,493
Incremental shares from assumed
conversions of stock options -- 82,283 -- 83,427
---------- ---------- ---------- ----------
Weighted average common shares
outstanding - Diluted 8,903,464 9,714,133 8,848,076 9,347,920
========== ========== ========== ==========
Basic earnings per share $ 0.05 $ 0.21 $ 0.03 $ 0.02
Diluted earnings per share $ 0.05 $ 0.21 $ 0.03 $ 0.02
</TABLE>
6
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Net income for the nine months ended September 30 was $440,000 in 1999 as
compared to $2,007,000 in 1998. The 1998 net income included $4,219,000 gain on
the sale of marketable securities.
Without the $4,219,000 gains on the sale of marketable securities, the net
income would have been a loss of over $2,000,000 in 1998, compared to a gain of
$440,000 in 1999.
Consolidated revenues for the nine months ended September 30 increased from
$12,433,000 in 1998 to $13,103,000 in 1999. Oil and gas revenues in 1999 and
1998 were substantially the same but oil and gas revenues in the third quarter
of 1999 increased by 11%. Real estate revenues increased from $8,625,000 in 1998
to $9,285,000 in 1999. This increase is due to higher rents and the operations
of the properties acquired in 1998.
Net cash flow generated from real estate operations went from $1,095,000 in
1998 to $1,640,000 in 1999, an increase of 50%.
Total costs and expenses for the nine months ended September 30 were
reduced from $11,289,000 in 1998 to $10,157,000 in 1999. Oil and gas production
expense decreased by $313,000, real estate operating expenses increased by
$122,000 due to the addition of more properties, depreciation, depletion and
amortization decreased by $873,000, and general and administrative expenses
decreased by $68,000.
Gain on sales of marketable securities was $43,000 in 1999 as compared with
$4,219,000 in 1998. The Company realized $4 million less in gains in 1999 than
in 1998.
Interest expense was $2,862,000 in the first nine months of 1999 as
compared with $2,974,000 in 1998. This decrease in interest expense is
attributable to refinancing first-mortgage indebtness at lower interest rates.
The provision for income taxes includes Federal, state and Canadian taxes.
Differences between the effective tax rate and the statutory income tax rates
are principally due to foreign resource tax credits in Canada and the dividend
exclusion in the United States.
Liquidity and Capital Resources
At September 30, 1999 the Company had approximately $5.4 million in
marketable securities at cost, with a market value of approximately $4.5
million. The current ratio at September 30, 1999 was 1.6 to 1, which management
considers adequate for the Company's current business. The Company's working
capital was approximately $4.5 million at September 30, 1999.
The Company anticipates that cash provided by operating activities and
investing activities will be sufficient to meet its capital requirements to
acquire oil and gas properties and to drill and evaluate these and other oil and
gas properties presently held by the Company. The level of oil and gas capital
expenditures will vary in future periods depending on market conditions,
including the price of oil and the demand for natural gas, and other related
factors. As the Company has no long-term commitments with respect to its oil and
gas capital expenditure plans, the Company has a significant degree of
flexibility to adjust the level of its expenditures as circumstances warrant.
7
<PAGE>
The Company plans to actively continue its exploration and production
activities as well as search for the acquisition of oil and gas producing
properties and of companies with desirable oil and gas producing properties.
There can be no assurance that the Company will in fact locate any such
acquisitions.
During the nine months ended September 30, 1998, the Company acquired two
real estate properties from The Trust Company of New Jersey ("TCNJ") at an
aggregate purchase price of approximately $4.4 million. These transactions were
financed by first-mortgage loans from TCNJ. The Company did not acquire any new
real estate properties in 1999. The Company will explore other real estate
acquisitions as they arise. The timing of any such acquisition will depend on,
among other things, economic conditions and the favorable evaluation of specific
opportunities presented to the Company. The Company is currently planning
further acquisitions of investment properties during the next year. Accordingly,
while the Company anticipates that it will actively explore these and other real
estate acquisition opportunities, no assurance can be given that any such
acquisition will occur.
Net cash provided by (used in) operating activities was $4,032,000 in 1999
and $(1,227,000) in 1998. The increase in 1999 was primarily due to less gain on
sale of marketable securities.
Net cash provided by (used in) investing activities was $(2,765,000) in
1999 and $2,711,000 in 1998. The variations principally relate to purchases of
real estate properties and transactions in securities. Purchases of real estate
properties amounted to $-0- in 1999 and $4,400,000 in 1998. Proceeds from sales
and redemptions of securities and other assets amounted to $375,000 in 1999 and
$13,642,000 in 1998. Included in these amounts are redemptions, at par, of
preferred stock of TCNJ, aggregating $2,250,000 in 1998.
Net cash provided by (used in) financing activities was ($3,317,000) in
1999 and ($4,189,000) in 1998. The variation principally relates to refinancings
of first-mortgages, the issuance of long-term debt in connection with the
purchases of real estate properties during the respective quarters, and
principal payments of long-term debt.
The Company believes it has adequate capital resources to fund operations
for the foreseeable future.
8
<PAGE>
Year 2000 Compliance
Many businesses and government organizations use computers and other
electronic equipment that read and process dates. This equipment falls into two
categories-information technology ("IT"), such as ordinary computers and
"non-IT" equipment, such as process controllers and devices with embedded
microprocessors. Some IT and non-IT equipment currently in use cannot accurately
read and process certain dates, including several dates in the year 1999 and/or
all dates in the Year 2000 and afterwards (collectively, "Year 2000 Problem").
The Company has implemented a formal Year 2000 program (the "Year 2000
Program") to address its Year 2000 Problem and to investigate the Year 2000
Problem of third parties significant to the Company's business. The Company's
Year 2000 Program has three general components: (i) addressing Year 2000
Problems in the Company's IT and non-IT equipment; (ii) investigating the Year
2000 Problems of such significant third parties; and (iii) contingency planning.
The Company has evaluated its current systems with respect to oil and gas
operations and management feels that it is Year 2000 compliant. With respect to
real estate, management is in the process of evaluating its systems and also
believes the current systems are Year 2000 compliant. With respect to its non-IT
equipment, the Company and its consultants are presently inventorying,
evaluating, remediating and testing this equipment. The Company expects to
complete its Year 2000 Program for IT and non-IT equipment by the 3rd quarter of
1999.
The Company is also requesting information on the Year 2000 Problems of
third parties significant to the Company's business, including banks, major
suppliers and customers. The Company has received and is evaluating the
responses from many of these entities and is in the process of requesting more
information as appropriate. Based on these responses, the Company's obligations
to its customers, and the information gathered from its Year 2000 Program, the
Company is developing contingency plans to minimize the impact of Year 2000
Problems on its business should any such problems occur. The Company expects to
substantially complete its investigation of the Year 2000 Problems of its major
suppliers, third party service providers and customers and form contingency
plans by the 3rd quarter of 1999, but also expects that these activities will
continue through 1999 as more information becomes available to the Company. The
Company has incurred costs of approximately $30,000 in connection with
evaluating Year 2000 compliance of its IT Systems.
The Company does not believe that the costs of its Year 2000 Program will
be material to its financial condition or results of operations. Costs incurred
in connection with evaluating Year 2000 compliance of its non-IT systems have
not been material to date. The Company does not believe that future costs, if
any, of addressing the Year 2000 Problems of its non-IT systems will have a
material effect on its financial condition or results of operations. The Company
also intends to continue to use its personnel in evaluating the Year 2000
Problems of those third parties who the Company believes are significant to the
Company's business, including its suppliers, third party service providers and
customers, and to formulate contingency plans. The Company expects that the
source of any funds that may be necessary to pay the costs of addressing its
Year 2000 Problems will be provided from cash balances or cash generated from
operations. The Company intends to charge such costs against earnings as the
costs are incurred.
9
<PAGE>
Management believes that it has taken reasonable steps to address its Year
2000 Problems and to evaluate the Year 2000 compliance status of key third
parties with whom the Company does business. Notwithstanding these actions,
however, the Company cannot ensure that all of its Year 2000 Problems or those
of its key suppliers, service providers or customers will be resolved or
addressed satisfactorily before the Year 2000 commences. Management believes
that the "most reasonably likely worst case scenario" could involve the failure
of such third parties to address their Year 2000 Problems. If the Company's key
suppliers, service providers, customers and other third parties fail to address
their Year 2000 Problems, and there are no alternates available to the Company,
then the Company's usual channels of supply and distribution would be disrupted,
in which event the Company could experience a material adverse impact on its
business, results of operations or financial condition.
Forward-Looking Statements
This Report on Form 10-Q for the nine months and quarter ended September
30, 1999 contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements included herein other
than statements of historical fact are forward-looking statements. Although the
Company believes that the underlying assumptions and expectations reflected in
such forward-looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. The Company's business and prospects
are subject to a number of risks which could cause actual results to differ
materially from those reflected in such forward-looking statements, including
volatility of oil & gas prices, the need to develop and replace reserves, risks
involved in exploration and drilling, uncertainties about estimates of reserves,
environmental risks relating to the Company's oil & gas and real estate
properties, competition, the substantial capital expenditures required to fund
the Company's oil & gas and real estate operations, market and economic changes
in areas where the Company holds real estate properties, interest rate
fluctuations, government regulation, and the ability of the Company to implement
its business strategy.
10
<PAGE>
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
- -------- --------------------------------
No Form 8-K was filed during the quarter ended September 30, 1999.
11
<PAGE>
S I G N A T U R E S
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.
WILSHIRE OIL COMPANY OF TEXAS
-----------------------------
(Registrant)
Date: November 13, 1999 /s/ S. Wilzig Izak
------------------ ------------------------------
By: S. Wilzig Izak
Chairman of the Board and
Chief Executive Officer
(Duly Authorized Officer and
Chief Financial Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 2,508,000
<SECURITIES> 5,711,000
<RECEIVABLES> 1,127,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,333,000
<PP&E> 195,273,000
<DEPRECIATION> 115,095,000
<TOTAL-ASSETS> 91,511,000
<CURRENT-LIABILITIES> 6,877,000
<BONDS> 0
<COMMON> 10,014,000
0
0
<OTHER-SE> 14,782,000
<TOTAL-LIABILITY-AND-EQUITY> 91,511,000
<SALES> 3,818,000
<TOTAL-REVENUES> 13,103,000
<CGS> 1,438,000
<TOTAL-COSTS> 10,157,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,862,000
<INCOME-PRETAX> 578,000
<INCOME-TAX> 138,000
<INCOME-CONTINUING> 440,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 440,000
<EPS-BASIC> .05
<EPS-DILUTED> .05
</TABLE>
