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 September 30, 1998
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 0-12362
Berger Holdings, Ltd.
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania 23-2160077
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
805 Pennsylvania Boulevard, Feasterville, PA 19053
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 355-1200
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 ninety days.
YES X NO _____
Indicate by check mark whether the Registrant
has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution
of securities under a plan confirmed by a court.
YES X NO _____
As of October 31, 1998, the Registrant had
outstanding 5,370,613 shares of its common stock, par
value $0.01 per share (the "Common Stock").
<PAGE>
BERGER HOLDINGS, LTD.
INDEX
Page
PART I FINANCIAL INFORMATION
Item 1. Condensed Consolidated Balance
Sheets at September 30, 1998 and
December 31, 1997 3
Condensed Consolidated Statement of
Operations for the three month periods
ended September 30, 1998 and 1997 5
Condensed Consolidated Statement of
Operations for the nine month periods
ended September 30, 1998 and 1997 6
Condensed Consolidated Statement
of Cash Flows for the nine month periods
ended September 30, 1998 and 1997 7
Notes to Condensed Consolidated
Financial Statements 9
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations 10
PART II OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of
Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
-2-
<PAGE>
<TABLE>
<CAPTION>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS September 30, December 31,
1998 1997
------------ -------------
<S> <C> <C>
Current Assets
Cash $ 304,390 $ 4,411,347
Trade accounts receivable, net of
allowance for doubtful account of
$30,000 in 1998 & $43,000 in 1997 4,295,737 1,655,327
Inventories (Note 2) 5,973,076 2,652,466
Prepaid and other assets 379,672 372,721
Deferred income taxes 1,000,000 800,000
----------- -----------
Total current assets 11,952,875 9,891,861
Other Assets
Property and equipment, net (Note 3) 9,603,590 6,110,128
Deferred income taxes 432,887 700,000
Construction in progress, equipment
deposits and other assets 270,416 918,304
Other assets 3,231,592 608,271
Goodwill, net of accumulated amortization 6,331,339 1,522,649
----------- -----------
Total other assets 19,869,824 9,859,352
----------- -----------
Total Assets $31,822,699 $19,751,213
=========== ===========
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
LIABILITIES AND STOCKHOLDERS' EQUITY September 30, December 31,
1998 1997
--------------- --------------
<S> <C> <C>
Current Liabilities
Current maturities of long term debt and
demand notes payable $ 1,172,403 $ 522,679
Accounts payable 1,751,519 251,093
Accrued expenses 1,380,460 462,023
------------ ------------
Total current liabilities 4,304,382 1,235,795
Long term debt, net of current maturities 12,236,827 6,022,147
------------ ------------
Total liabilities 16,541,209 7,257,942
Shareholders' Equity
Series A convertible
Preferred stock, $.01 par value
$4,000,000 liquidation value in 1998
$2,500,000 liquidation value in 1997
Authorized 5,000,000 shares
Issued and outstanding
40,000 shares in 1998 400 250
25,000 shares in 1997
Common stock $.01 par value
Authorized 20,000,000 shares
Issued and outstanding
5,370,613 shares in 1998 53,706 52,289
5,228,973 shares in 1997
Additional paid-in-capital 21,529,945 19,562,462
Deficit (5,819,645) (6,613,814)
------------ ------------
15,764,406 13,001,187
Less common stock subscribed (482,916) (507,916)
------------ ------------
Total shareholders' equity 15,281,490 12,493,271
------------ ------------
Total liabilities and shareholders' equity $ 31,822,699 $ 19,751,213
============ ============
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended September 30,
1998 1997
----------- ------------
<S> <C> <C>
Net sales $ 10,273,223 $ 5,878,929
Cost of sales 8,146,481 4,552,603
------------ ------------
Gross profit 2,126,742 1,326,326
Operating expenses
Selling, administrative and general expenses 1,150,559 729,029
------------ ------------
Income from operations 976,183 597,297
Other (expenses) income
Interest expense (317,610) (192,070)
Interest income 3,096 3,222
------------ ------------
(314,513) (188,848)
------------ ------------
Income from continuing operations before provision for
Income taxes and income tax benefit 661,670 408,449
Provision for income taxes (67,113) 0
Income tax benefit 0 250,000
------------ ------------
Net income 594,557 658,449
------------ ------------
Dividends on preferred stock 100,000 0
------------ ------------
Net income attributable to common shares $ 494,557 $ 658,449
============ ============
Basic earnings per share $ 0.09 $ 0.13
============ ============
Weighted average common shares outstanding 5,370,548 5,075,886
============ ============
Diluted earnings per share $ 0.08 $ 0.10
============ ============
Weighted average common shares outstanding 5,370,548 5,075,886
Add: effect of vested and non-vested dilutive securities 1,178,572 1,485,679
Add: effect of convertible preferred shares 941,177 0
------------ ------------
Diluted weighted average common shares outstanding 7,490,297 6,561,565
============ ============
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Nine Months Ended September 30,
1998 1997
------------ ------------
<S> <C> <C>
Net sales $ 27,027,002 $ 15,892,258
Cost of sales 21,716,761 12,267,776
------------ ------------
Gross profit 5,310,241 3,624,482
Operating expenses
Selling, administrative and general expenses 3,325,927 2,148,835
------------ ------------
Income from operations 1,984,314 1,475,647
Other (expenses) income
Interest expense (946,755) (478,300)
Interest income 5,021 13,738
Proceeds from insurance recovery 118,701 0
------------ ------------
(823,032) (464,562)
------------ ------------
Income from continuing operations before provision for
Income taxes and income tax benefit 1,161,282 1,011,085
Provision for income taxes (67,113) 0
Income tax benefit 0 450,000
------------ ------------
Net income 1,094,169 1,461,085
------------ ------------
Dividends on preferred stock 300,000 0
------------ ------------
Net income attributable to common shares $ 794,169 $ 1,461,085
============ ============
Basic earnings per share $ 0.15 $ 0.29
============ ============
Weighted average common shares outstanding 5,365,239 5,012,987
============ ============
Diluted earnings per share $ 0.14 $ 0.22
============ ============
Weighted average common shares outstanding 5,365,239 5,012,987
Add: effect of vested and non-vested dilutive securities 1,325,716 1,501,011
Add: effect of convertible preferred shares 941,177 0
------------ ------------
Diluted weighted average common shares outstanding 7,632,132 6,513,998
============ ============
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30,
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Net income $ 1,094,169 $ 1,461,085
------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities
Deferred income tax 67,113 (450,000)
Depreciation and amortization 1,205,638 562,249
Decrease in accounts receivable allowance (13,000) 0
Increase in assets, net of the effects
of an acquisition
Accounts receivable (2,627,410) (1,151,582)
Inventories (928,461) (423,403)
Other current and long-term assets (411,675) (283,701)
Increase in liabilities
Accounts payable and accrued expenses 2,418,864 342,653
------------ ------------
Total adjustments (288,931) (1,403,784)
------------ ------------
Net cash provided by operating activities 805,238 57,301
------------ ------------
Cash flows from investing activities
Acquisition of property and equipment (2,091,649) (595,310)
Payment for acquisitions (10,000,000) (900,618)
------------ ------------
Net cash used in investing activities (12,091,649) (1,495,928)
------------ ------------
Cash flows from financing activities
Dividends paid (300,000) 0
Net proceeds from working capital line 3,630,572 566,304
Net proceeds from equipment term loan 452,668 0
Proceeds from long term debt 1,986,100 0
Repayments of long term debt (83,936) (404,792)
Net proceeds from issuance of stock 1,469,050 186,022
Proceeds from stock subscribed 25,000 0
------------ ------------
Net cash provided by financing activities 7,179,454 347,534
------------ ------------
Net decrease in cash (4,106,957) (1,091,093)
Cash, beginning of period 4,411,347 1,236,709
------------ ------------
Cash, end of period $ 304,390 $ 145,616
============ ============
</TABLE>
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<PAGE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
1998 1997
Cash paid during the period for interest $946,755 $478,300
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
The Company purchased Benjamin Obdyke, Inc.'s roof drainage division
for a combination of cash, common stock, and subordinated debt totaling
$11,379,000. In connection with the acquisition, the following assets
were acquired and liabilities incurred:
Inventory $ 2,392,149
Equipment and dies 1,401,815
Goodwill and other intangible assets 7,585,036
Cash paid for assets (10,000,000)
Value assigned to common stock (500,000)
-------------------
Liabilities incurred $ 879,000
===================
-8-
<PAGE>
BERGER HOLDINGS, LTD. AND SUBSIDIARY
Notes to Condensed Consolidated Financial Statements
Note 1. 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 the instructions to Form 10-Q and Rule
10-01 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
solely of normal recurring accruals) considered necessary for a fair
presentation have been included.
Note 2. Inventories:
Inventories are valued at the lower of cost or market. Cost is
determined using the first-in, first-out method ("FIFO").
Components of inventories at September 30, 1998 and December 31, 1997
consist of the following:
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
----------- -----------
<S> <C> <C>
Raw materials $ 3,626,325 $ 1,422,501
Finished goods 2,270,037 1,215,959
Packaging material and supplies 122,714
60,006
Less provision for obsolescence (46,000)
(46,000)
----------- -----------
Total inventories $ 5,973,076 $ 2,652,466
=========== ===========
</TABLE>
All inventory is currently used in the business of the Company's
subsidiary, Berger Bros Company.
Note 3. Property, Plant and Equipment:
Property, plant and equipment is recorded at cost. Costs of major
additions and betterments are capitalized; maintenance and repair costs, which
do not improve or extend the life of the respective assets, are charged to
operations as incurred.
Leasehold improvements are amortized over the shorter of the lease term or
useful life.
When an asset is sold, retired, or otherwise disposed of, the cost of
the property and the related accumulated depreciation is removed from the
respective accounts, and any resulting gains or losses are included in income.
For financial reporting purposes, depreciation is computed on the
straight-line method over the estimated useful lives of the assets. For income
tax purposes, depreciation is computed on accelerated methods.
-9-
<PAGE>
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operation
Results of Operations
The financial statements include the accounts of the Company and its
wholly-owned subsidiary, Berger Financial Corporation ("Financial") and
Financial's wholly-owned subsidiary, Berger Bros Company. All intercompany
transactions and balances have been eliminated.
Sales for the three month period ended September 30, 1998 (the "Current
Quarter") were $10,273,223, an increase of 74.8%, or $4,394,294, as compared to
$5,878,929 for the three month period ended September 30, 1997 (the "Comparable
Quarter"). This increase was primarily due to the acquisition of the roof
drainage division (the "Acquired Division") of Benjamin Obdyke, Inc.
(the "Obdyke Acquisition") on January 2, 1998.
During the Current Quarter, the Company reported net income of $594,557
on net sales of $10,273,223, as compared to net income of $658,449 (which
included a $250,000 tax benefit) on net sales of $5,878,929 for the Comparable
Quarter. Net income prior to the tax benefit recognized in 1997 was $408,449.
Income from continuing operations before provision for income taxes and
income tax benefit in the Current Quarter was $661,670 versus $408,449 in the
Comparable Quarter, an increase of 62.0%, which primarily can be attributed to
the Obdyke Acquisition.
Cost of Sales were $8,146,481 in the Current Quarter as compared to
$4,552,603 in the Comparable Quarter. As a percentage of net sales, Cost of
Sales increased to 79.3% in the Current Quarter from 77.4% in the Comparable
Quarter. This increase is attributable a change in product sales mix generated
by the Acquired Division.
Selling, general and administrative expenses were $1,150,559 in the
Current Quarter as compared to $729,029 in the Comparable Quarter. This increase
in expenses was primarily due to additional costs incurred to support the
business growth relating to the Obdyke Acquisition. As a percentage of net
sales, selling, general and administrative expenses decreased to 11.2% in the
Current Quarter, compared to 12.4% in the Comparable Quarter, which reflects the
accretive value of economies of scale resulting from the Obdyke Acquisition.
Sales for the nine month period ended September 30, 1998 (the "Current
Nine Months") were $27,027,002, an increase of 70.0%, or $11,134,744, as
compared to $15,892,258 for the nine month period ended September 30, 1997 (the
"Comparable Nine Months"). This increase was primarily due to the Obdyke
Acquisition.
Net income for the Current Nine Months was $1,094,169 as compared to
$1,461,085 in the Comparable Nine Months. In 1997, the deferred tax asset
valuation account was reduced in excess of the current tax provision resulting
in a $450,000 net tax benefit (see below), for the Comparable Nine Months.
The following sets forth the provision for income taxes for the nine
months ended September 30:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Current, federal and state at statutory rates $ 464,513 $ 405,000
Deferred-reduction of valuation allowance (397,400) (855,000)
--------- ---------
Provision (benefit) for income taxes $ 67,113 $(450,000)
========= =========
</TABLE>
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<PAGE>
Income from continuing operations before provision for income taxes and
income tax benefit in the Current Nine Months was $1,161,282 versus $1,011,085
in the Comparable Nine Months, an increase of 14.9%, which primarily can be
attributed to the Obdyke Acquisition.
Cost of Sales were $21,716,761 in the Current Nine Months as compared
to $12,267,776 in the Comparable Nine Months. As a percentage of net sales, Cost
of Sales increased to 80.4% in the Current Nine Months from 77.2% in the
Comparable Nine Months. This increase is attributable a change in product sales
mix generated by the Acquired Division.
Selling, general and administrative expenses in the Current Nine Months
were $3,325,927, or 12.3% of sales, as compared to $2,148,835, or 13.5% of
sales, in the Comparable Nine Months. This reduction in percentage was due
mainly to the accretive value of economies of scale.
Liquidity and Capital Resources
On January 2, 1998, the Company consummated the acquisition of the
Acquired Division of Benjamin Obdyke, Inc. ("Obdyke"). Sales for the Acquired
Division totaled $19,700,000 in 1997. The total cost of the Obdyke Acquisition
was $11,379,000, of which $10,000,000 was paid in cash at closing. The balance
was satisfied by issuing 125,000 shares of the Common Stock and an $879,000 note
which is repayable over a two-year period. In addition, the Company issued to
the seller a warrant to purchase 50,000 shares of Common Stock. This warrant can
be exercised within a two-year period at a price of $4.4175 per share. The
assets purchased from Obdyke included $1,401,815 of equipment and dies and
$2,392,149 of inventory. The remaining $7,585,036 of the purchase price has been
assigned to intangible assets, which include non-compete agreements, customer
lists and goodwill. The Obdyke Acquisition was funded in part through the
issuance of 40,000 shares of the Company's Series A Convertible Preferred Stock
at $100 per share (convertible at $4.25), $2,500,000 of 12.25% five-year
subordinated debentures, with 300,000 warrants attached exercisable at $4.25,
due quarterly and an increase in the credit facility with Summit Bank (the
"Working Capital Loan") by $4,160,000. A portion of the proceeds from these
financings was also used for other corporate purposes.
At September 30, 1998, working capital was $7,648,493, resulting in a
ratio of current assets to current liabilities of 2.78 to 1, as compared to
working capital of $8,656,066 (including $4.5 million in cash earmarked for the
January 2, 1998 acquisition) and a ratio of 8.00 to 1 at December 31, 1997.
Current liabilities at September 30, 1998 totaled $4,304,382,
consisting primarily of $3,131,979 in accounts payable and accrued expenses and
$1,172,403 in current maturities of long-term debt. At December 31, 1997, total
current liabilities were $1,235,795, consisting primarily of $713,116 in
accounts payable and accrued expenses and $522,679 in current maturities of
long-term debt. The increase is primarily due to the seasonality of the business
and the expansion resulting from the Obdyke Acquisition.
At September 30, 1998, the Company had shareholders' equity of
$15,281,490, as compared to $12,493,271 at December 31,1997. The increase is
attributable to the following:
Issuance of preferred stock $ 1,500,000
Issuance of common stock 525,860
Less cost of raising capital (56,810)
Less dividends paid on preferred stock (300,000)
Reduction of stock subscribed 25,000
Net income for current period 1,094,169
--------------------
$ 2,788,219
====================
-11-
<PAGE>
Cash provided by operating activities for the Current Nine Months was
$805,238 as compared to $57,301 in the Comparable Nine Months. The difference
between periods is primarily due to non-cash charges for depreciation and
amortization and net changes in accounts receivable, inventories and accounts
payable.
Net cash used in investing activities totaled $12,091,649 in the
Current Nine Months, as compared to $1,495,928 used in the Comparable Nine
Months. This increase is primarily attributable to both the Obdyke Acquisition
and the construction of new office space in 1998 versus the acquisition of all
of the common stock of Real-Tool Inc. in February, 1997.
Net cash provided by financing activities was $7,179,454 in the Current
Nine Months, due to the Obdyke Acquisition financing, as compared to $347,534
provided in the Comparable Nine Months.
Availability under the Working Capital Loan as of September 30, 1998
was $1,921,753.
Impact of Year 2000
YEAR 2000 READINESS DISCLOSURE
The Year 2000 issue concerns the inability of some computer hardware
and software to distinguish between the year 1900 and the year 2000. If not
corrected, the potential exists for computer system failures or miscalculations.
The Company uses computer systems in many aspects of its business, and
Year 2000 problems in such systems could disrupt operations and have a material
adverse impact on the Company's operating results.
The Company is also exposed to the risk that one or more of its vendors
or service providers could experience Year 2000 problems that impact the ability
of such vendor or service provider to provide goods and services. Though this is
not considered as significant a risk with respect to the suppliers of goods, due
to the availability of alternative suppliers, the disruption of certain
services, such as utilities, could, depending upon the extent of the disruption,
have a material adverse impact on the Company's operations. To date, the Company
is not aware of any vendor or service provider Year 2000 issue that would have a
material adverse impact on the Company's operations. However, the Company has no
means of ensuring that their vendors or service providers will be Year 2000
ready. The inability of vendors or service providers to complete their Year 2000
resolution process in a timely fashion could have a material adverse impact on
the Company. The effect of non-compliance by vendors or service providers is not
determinable at this time.
Widespread disruptions in the national or international economy
resulting from Year 2000 issues, or in certain industries, such as commercial or
investment banks, could also have a material adverse impact on the Company. The
likelihood and effect of such disruptions is not determinable at this time.
The Company is in the process of assessing all of its information
technology and non-information technology with regard to Year 2000 issues. The
Company's plan to ensure its Year 2000 readiness includes the following:
identifying all systems which may not be Year 2000 compliant; correcting or
replacing those systems which are not Year 2000 ready; testing the new or
corrected systems to make sure they will operate according to Year 2000
requirements; and inquiring of vendors and customers of the Company to assess
their Year 2000 readiness. The Company has identified certain critical software
and hardware systems that need to be replaced or updated in order to be Year
2000 compliant. The Company has replaced or is in the process of replacing
such systems and intends to complete its assessment process by the first half
of 1999.
-12-
<PAGE>
Costs specifically associated with correcting hardware for Year 2000
readiness are expensed as incurred and have not been material to the Company's
net income. Costs of replacing some of the Company's systems with Year 2000
ready systems have been capitalized in the normal course of business and will
total approximately $300,000. The overall costs to the Company of making its
systems Year 2000 compliant are not expected to be material to the Company's net
income.
Based upon the analysis conducted to date, the Company believes that
its critical information and non-information technology systems and processes
will be Year 2000 ready by mid-1999 and will allow the Company to continue
operations beyond 2000 without a material adverse effect on its operations.
However, the Company may identify unanticipated problems during its Year 2000
readiness assessment that could result in a material financial risk. The Company
is in the process of developing contingency plans to counter any unanticipated
Year 2000 related problems.
-13-
<PAGE>
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None.
Item 2 - Changes in Securities and Use of Proceeds.
None.
Item 3 - Defaults Upon Senior Securities.
None.
Item 4 - Submission of Matters to a Vote of Securities Holders.
None.
Item 5 - Other Information.
Not applicable.
Item 6 - Exhibits and Reports on Form 8-K.
None.
-14-
<PAGE>
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.
BERGER HOLDINGS, LTD.
By:/s/ JOSEPH F. WEIDERMAN
Joseph F. Weiderman
President and
Chief Operating Officer
By:/s/ FRANCIS E. WELLOCK, JR.
Francis E. Wellock, Jr.
Chief Financial Officer
Date: November 13, 1998
-15-
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 304,390
<SECURITIES> 0
<RECEIVABLES> 4,325,737
<ALLOWANCES> 30,000
<INVENTORY> 5,973,076
<CURRENT-ASSETS> 11,952,875
<PP&E> 16,421,447
<DEPRECIATION> 6,817,857
<TOTAL-ASSETS> 31,822,699
<CURRENT-LIABILITIES> 4,304,382
<BONDS> 0
0
400
<COMMON> 53,706
<OTHER-SE> 15,227,384
<TOTAL-LIABILITY-AND-EQUITY> 31,822,699
<SALES> 27,027,002
<TOTAL-REVENUES> 27,027,002
<CGS> 21,716,761
<TOTAL-COSTS> 21,716,761
<OTHER-EXPENSES> 3,325,927
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 946,755
<INCOME-PRETAX> 1,161,282
<INCOME-TAX> 67,113
<INCOME-CONTINUING> 1,094,169
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,094,169
<EPS-PRIMARY> .15
<EPS-DILUTED> .14
</TABLE>
