<PAGE> 1
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 THE QUARTER ENDED MARCH 31, 1995
- - ------------------------------------
COMMISSION FILE NUMBER 1-994
- - ----------------------------
PRATT & LAMBERT UNITED, INC.
NEW YORK 16-0594810
- - -------- ----------
75 TONAWANDA STREET, BUFFALO, NY 14207
716-873-6000
*INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTIONS 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS FOR THE PAST 90 DAYS.
YES X NO
----- -----
NUMBER OF COMMON SHARES, PAR VALUE $.01 PER SHARE OUTSTANDING ON:
MARCH 31, 1995 10,621,867 SHARES
<PAGE> 2
<TABLE>
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------
INDEX
-----
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
- - ------------------------------ --------
<S> <C>
Consolidated Condensed Balance Sheet - March 31, 1995 and 1994 and
December 31, 1994 2
Consolidated Income Statement - Three Months Ended
March 31, 1995 and 1994 3
Statement of Consolidated Cash Flows - Three Months Ended
March 31, 1995 and 1994 4
Notes to Consolidated Condensed Financial Statements 5
Management's Discussion and Analysis of Financial Condition and
Results of Operations 6-7
Exhibit A - Earnings Per Share Computation 8
Incorporation of Certain Information by Reference 9
Pro Forma Condensed Consolidated Financial Information:
(i) Pro Forma Condensed Consolidated Statements of Operations
for the Three Months ended March 31, 1994 (Unaudited) 10-11
(ii) Notes to the Pro Forma Condensed Consolidated Statements of
Operations for the Three Months ended March 31, 1994 (Unaudited) 12
PART II. OTHER INFORMATION 13-14
</TABLE>
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED CONDENSED BALANCE SHEET
(Unaudited)
<CAPTION>
March 31 December 31
-------- -----------
1995 1994 1994
---- ---- ----
(Thousands of Dollars)
<S> <C> <C> <C>
ASSETS
------
Current Assets:
Cash and Cash Equivalents $ 1,969 $ 3,245 $ 3,370
Receivables 80,595 45,919 66,644
Less - Allowance for Losses 3,440 3,496 3,470
------- ------- -------
Receivables - Net 77,155 42,423 63,174
Inventories:
Manufactured Products 44,594 25,694 35,877
Raw Materials 24,952 14,775 24,958
Sundries 1,540 1,343 1,491
------- ------- -------
Total Inventories 71,086 41,812 62,326
Prepaid Expenses 9,790 5,821 9,459
------- ------- -------
Total Current Assets 160,000 93,301 138,329
------- ------- -------
Property, Plant and Equipment - At Cost 106,316 80,176 104,379
Less - Accumulated Depreciation 59,534 44,926 58,021
------- ------- -------
Property, Plant and Equipment - Net 46,782 35,250 46,358
Goodwill - Net of Amortization 94,794 244 95,395
Other Assets 11,876 6,328 11,461
------- ------- -------
Total Assets $313,452 $135,123 $291,543
======= ======= =======
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities:
Dividends Payable $ 1,593 $ 839 $ 1,590
Short-Term Debt 25,900 16,300 16,600
Current Maturities of Long-Term Debt 840 1,903 851
Accounts Payable 50,742 21,608 36,483
United States and Canadian Income Taxes 660 414 502
Other Current Liabilities 15,685 10,444 17,173
------- ------- -------
Total Current Liabilities 95,420 51,508 73,199
------- ------- -------
Other Liabilities (Current Maturities
Included in Current Liabilities):
Long-Term Debt 71,182 20,083 71,103
Deferred Income Taxes 6,825 4,688 6,845
------- ------- -------
Total Other Liabilities 78,007 24,771 77,948
------- ------- -------
Shareholders' Equity:
Common Stock at Par Value 134 8,401 134
Additional Paid-In Capital 98,481 9,109 98,261
Retained Earnings 69,113 67,984 69,205
Cumulative Translation Adjustments (1,781) (818) (1,372)
------- ------- -------
Total 165,947 84,676 166,228
Less -- Treasury Stock - At Cost 25,922 25,832 25,832
------- ------- -------
Total Shareholders' Equity 140,025 58,844 140,396
------- ------- -------
Total Liabilities and Shareholders' Equity $313,452 $135,123 $291,543
======= ======= -------
See accompanying Notes to Consolidated Condensed Financial Statements
</TABLE>
<PAGE> 4
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
CONSOLIDATED INCOME STATEMENT
-----------------------------
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
--------- ---------
1995* 1994
---- ----
(000's omitted except per share data)
<S> <C> <C>
Net sales $109,894 $57,370
Cost of sales 81,612 39,917
Gross profit 28,282 17,453
Selling, administrative and
general expenses 24,297 16,784
Income from operations 3,985 669
Interest expense 1,683 382
Interest income 66 18
Other income - net 303 153
Income before taxes on income 2,671 458
Taxes on income 1,170 179
Net income 1,501 279
Per common share earnings $.14 $.05
Per common share earnings -
assuming full dilution $.14 $.05
Average common shares outstanding 10,615 5,586
<FN>
*Note: Only the 1995 results include the sales and earnings of United
Coatings, which merged with the company on August 4, 1994.
</TABLE>
The following pro forma information was prepared under the assumption that
the merger with United Coatings was effective on January 1, 1994.
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, March 31,
--------- ---------
1995 1994
---- ----
(000's omitted except per share data)
<S> <C> <C>
Net sales $109,894 $98,789
Net income 1,501 1,738
Per common share earnings $.14 $.16
Per common share earnings -
assuming full dilution $.14 $.16
Average common shares outstanding 10,615 10,586
See accompanying Notes to Consolidated Condensed Financial Statements
</TABLE>
-3-
<PAGE> 5
<TABLE>
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
STATEMENT OF CONSOLIDATED CASH FLOWS
------------------------------------
(Unaudited)
<CAPTION>
Three Months Ended
March 31
--------
1995 1994
---- ----
(Thousands of Dollars)
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 1,501 $ 279
Adjustments to Reconcile Net Income to
Net Cash Used for Operating Activities:
Depreciation 1,701 1,283
Amortization of Goodwill and Other Intangibles 646 5
Deferred Income Taxes (20) 144
Provision for Losses on Accounts Receivable (30) (167)
Gain on Disposition of Property (148) 0
Changes in Operating Assets and Liabilities:
(Increase) Decrease in Current Assets:
Receivables (13,915) (2,580)
Inventories (8,752) (3,517)
Prepaid Expenses (330) (10)
Increase (Decrease) in Current Liabilities:
Accounts Payable 14,199 2,581
United States and Canadian Income Taxes 65 (773)
Other Current Liabilities (1,794) (2,662)
(Increase) Decrease in Other Assets (459) 263
------- -------
Net Cash Used for Operating Activities (7,336) (5,154)
------- -------
Cash Flows from Investing Activities:
Additions to Property, Plant and Equipment (2,156) (1,716)
Proceeds from Disposition of Property 361 87
------- ------
Net Cash Used for Investing Activities (1,795) (1,629)
------- ------
Cash Flows from Financing Activities:
Dividends Paid (1,590) (837)
Borrowings of Short-Term Debt 9,300 8,600
Payments on Long-Term Debt, Including Capitalized
Leases (106) (199)
Proceeds from Exercise of Stock Options 220 37
Purchase of Treasury Stock from Related Parties (90) 0
------- ------
Net Cash Provided by Financing Activities 7,734 7,601
------- ------
Effect of Exchange Rate Changes on Cash (4) (16)
------- ------
Net Increase (Decrease) in Cash (1,401) 802
Cash, Beginning of Period 3,370 2,443
------- ------
Cash, End of Period $ 1,969 $ 3,245
------- ------
See accompanying Notes to Consolidated Condensed Financial Statements
</TABLE>
-4-
<PAGE> 6
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
-----------------------------------------------------
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
----------------------------------------------------
1. In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments (consisting of
only normal recurring accruals) necessary to present fairly the financial
position as of March 31, 1995, March 31, 1994 and December 31, 1994 and
the results of operations and cash flows for the three-month periods
ended March 31, 1995 and 1994.
2. Results of operations for the three-month periods ended March 31, 1995
and 1994 are not necessarily indicative of the results to be expected for
the full year due to the seasonal nature of the paint industry.
-5-
<PAGE> 7
<TABLE>
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
-------------------------------------------------
CONDITION AND RESULTS OF OPERATIONS
-----------------------------------
Summary of significant income statement changes:
<CAPTION>
Increase (Decrease) in Comparing
the Three Months Ended
March 31, 1995 and 1994
-----------------------
(Thousands of Dollars)
<S> <C> <C>
Net Sales $52,524 91.6%
Cost of Sales 41,695 104.5
Selling, Administrative and General Expenses 7,513 44.8
Interest Expense 1,301 N/A
Taxes on Income 991 N/A
Net Income 1,222 N/A
</TABLE>
RESULTS OF OPERATIONS:
- - ---------------------
On August 4, 1994, the company merged with United Coatings, Inc., a leading
producer of paint for the private label market. Under the terms of the merger
agreement, the company purchased all of United's outstanding stock for
5,000,000 shares of the company's common stock, approximately $17,000,000 in
cash and the assumption of United's debt. As the merger has been recorded
under the purchase method of accounting, United's operations since August 4,
1994, have been included in the company's 1994 financial statements. Goodwill
recorded in the accompanying financial statements is lower than that used in
previous pro forma statements due to the change in the company's stock price
that occurred between the announcement and merger dates.
Consolidated net sales increased to $109,894,000 in the first quarter of 1995
when compared to the $57,370,000 recorded in the first quarter of 1994. While
sales of Pratt & Lambert branded products were higher during the 1995 quarter
as a result of a new line of contractor paints introduced late last year, sales
of paint products in the aggregate increased primarily as the result of the
merger with United Coatings. Sales of specialty chemicals increased moderately
during the 1995 quarter as strong demand for the company's industrial coatings
and construction adhesives were partially offset by lower sales to the
government. The increase in cost of sales, selling, administrative and general
expenses and interest expense were primarily the result of the merger.
Assuming that the merger with United Coatings had occurred prior to January 1,
1994, consolidated sales were $109,894,000 in 1995, an increase of $11,105,000
or 11.2% when compared to 1994 pro forma sales. While the company benefited
from the sales advance, raw material costs increased at a rate faster than the
company could implement selling price adjustments and higher interest rates
negatively impacted the company's first quarter results. As a result, net
income was $1,501,000 in the first quarter of 1995 versus the pro forma net
income of $1,738,000 in the first quarter of 1994 while earnings per share in
the two periods were $.14 and $.16, respectively.
-6-
<PAGE> 8
LIQUIDITY AND CAPITAL RESOURCES:
- - -------------------------------
During the first quarter of 1995 the company borrowed under its lines of credit
in order to finance the seasonally higher levels of inventories and accounts
receivable required for its paint business. Historically, the company has
increased its borrowings during the first quarter of each year and anticipates
that such borrowings will be repaid by year end. To effect the merger with
United Coatings and to refinance United's then existing debt, in 1994 the
company borrowed $50,000,000 under a new revolving credit and term loan
agreement.
The company continues to maintain a favorable financial position with a current
ratio of 1.7 to 1 at March 31, 1995. In addition to internal sources, the
company has $43,000,000 in lines of credit to meet its short-term financing
requirements. At March 31, 1995, the company had available $17,100,000 in
unused credit under the above agreements. In addition, the company has
revolving credit and term loan agreements which provide for borrowings of up to
$70,000,000, all of which was outstanding at March 31, 1995.
At March 31, 1995, the company had an authorization from the Board of Directors
to purchase up to 250,200 shares of the company's common stock. Although the
company did not use the authorization to purchase any of its common stock
during 1994, 1993 or 1992, the company has made such purchases in prior years.
Generally, the company utilizes its bank arrangements to effect such
transactions and, based upon historical cash flow, management does not envision
that the authorized stock repurchase program will interfere with the funding of
future operational needs.
As is common in the chemical industry, the company has been notified that it is
a potentially responsible party with respect to hazardous waste at several
sites. The company has accrued for the estimated cost of its participation in
the clean-up and, based upon current information, management believes that
there will not be a material future charge to earnings due to these sites.
Environmental regulations have limited in the past and will likely further
limit in the future the volatile organic content of the company's products.
Based upon the technologies that the company has developed, management believes
that in the aggregate the movement to environmentally compliant products will
have a beneficial impact on the company's future operations.
There were no material commitments for capital expenditures at March 31, 1995.
It is anticipated that the majority of 1995 capital expenditure requirements
will be financed from internal sources. Management believes that the company
is well positioned financially, with ample cash flow to meet general operating
needs.
-7-
<PAGE> 9
<TABLE>
PART I - EXHIBIT A
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARY COMPANIES
EARNINGS PER SHARE COMPUTATION
<CAPTION>
LINE THREE MONTHS ENDED
NO. MARCH 31
1995 1994
---- ----
<S> <C> <C> <C>
1. Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,501,000 $ 279,000
========== =========
EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES -
ASSUMING NO DILUTION:
Shares:
Average number of common shares outstanding . . . . . . . . . . . . . . . . 10,615,129 5,585,767
Incremental shares - Dilutive stock options (A) . . . . . . . . . . . . . . 147,803 148,739
---------- ---------
2. Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,762,932 5,734,506
========== =========
3. Decremental shares - Anti-dilutive stock options (A) . . . . . . . . . . . . 1,080 3,030
========== =========
4. Earnings per common share and common equivalent share -
Assuming no dilution (1/2) . . . . . . . . . . . . . . . . . . . . . . . . . $.14 $.05
========== =========
5. Earnings per common share and common equivalent share -
Assuming no dilution adjusted for anti-dilutive effect
of common stock options 1/(2-3) . . . . . . . . . . . . . . . . . . . . . . . $.14 $.05
========== =========
EARNINGS PER COMMON SHARE AND COMMON EQUIVALENT SHARES -
ASSUMING FULL DILUTION:
Shares:
Average number of common shares outstanding . . . . . . . . . . . . . . . . 10,615,129 5,585,767
Incremental shares - Dilutive stock options (A) . . . . . . . . . . . . . . 206,842 149,391
---------- ---------
6. Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,821,971 5,735,158
========== =========
7. Decremental shares - Anti-dilutive stock options (A) . . . . . . . . . . . . 0 2,973
========== =========
8. Earnings per common share and common equivalent share -
Assuming full dilution adjusted for dilutive effect
of stock options (1/6) . . . . . . . . . . . . . . . . . . . . . . . . . . . $.14 $.05
========== =========
9. Earnings per common share and common equivalent share -
Assuming full dilution adjusted for anti-dilutive effect
of stock options 1/(6-7) . . . . . . . . . . . . . . . . . . . . . . . . . . $.14 $.05
========== =========
<FN>
(A) Detail computations omitted because of insignificant number of shares and
effect on total earnings per share.
</TABLE>
-8-
<PAGE> 10
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
- - -------------------------------------------------
The following documents are hereby incorporated into this 10-Q in lieu of
filing Form 8-K:
(l) Pratt & Lambert's annual report on Form 10-K for the fiscal year ended
December 31, 1994.
(2) Pratt & Lambert's quarterly report on Form 10-Q ended March 31, 1994.
(3) Pratt & Lambert's quarterly report on Form 10-Q ended June 30, 1994.
(4) Pratt & Lambert United's quarterly report on Form 10-Q ended September
30, 1994.
(5) United Coatings, Inc. audited financial statements on Form S-4 for the
fiscal year ended December 31, 1993.
(6) Pro Forma Condensed Consolidated Financial Information on Form S-4 for
the three months ended March 31, 1994 (unaudited).
-9-
<PAGE> 11
PRO FORMA CONDENSED CONSOLIDATED
--------------------------------
STATEMENTS OF OPERATIONS
------------------------
FOR THE THREE MONTH PERIOD ENDED MARCH 31, 1994
(Unaudited)
The following unaudited pro forma condensed consolidated statements of
operations gives effect to the acquisition of United Coatings by Pratt &
Lambert assuming that the acquisition was consummated as of December 31, 1993
and assumes that the acquisition was accounted for as a purchase. The
unaudited pro forma condensed consolidated statements of operations
consolidates the historical statements of operations of Pratt & Lambert and of
United Coatings for the three month period ended March 31, 1994. The pro forma
data reflects the acquisition of United Coatings Common Stock in exchange for
5,000,000 shares of Pratt & Lambert Common Stock and approximately $17,000,000
of cash which was financed through a new revolving credit/term loan agreement.
The following unaudited pro forma condensed consolidated statements of
operations include pro forma adjustments to the unaudited consolidated
statement of operations for the three month period ended March 31, 1994
contained in this filing, of a recurring nature which give effect to the
consummation on or prior to the closing as if it had occurred as of December
31, 1993. The pro forma adjustments are described in the accompanying notes to
the pro forma condensed consolidated statement of operations and should be read
in conjunction with such pro forma condensed consolidated statement of
operations. Such pro forma statements should also be read in conjunction with
Pratt & Lambert United's consolidated financial statements and notes set forth
in this filing. The following pro forma condensed consolidated statements of
operations do not purport to be indicative of the actual results that would
have occurred had the transaction been consummated December 31, 1993 or of the
future results of operations which will be obtained as a result of the
consummation of the transaction.
-10-
<PAGE> 12
<TABLE>
Pro Forma Condensed Consolidated Statements of Operations
For the Three Month Period Ended March 31, 1994-Unaudited
(In thousands of dollars except per share amounts)
<CAPTION>
Pratt & United Pro Forma
Lambert Coatings Adjustments Pro Forma
---------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $57,370 $41,419 $98,789
Cost of Sales 39,917 32,518 ($500)(1) 71,935
---------- ---------- ----------- -----------
Gross Profit 17,453 8,901 500 26,854
Selling, Administrative and
General Expenses 16,784 5,468 (95)(2) 22,157
---------- ---------- ----------- -----------
Income from Operations 669 3,433 595 4,697
Interest Expense-Net 364 63 490 (4) 917
Other Income (Expense) 153 (4,400) 4,400 (6) 153
Amortization 661 (3) 661
---------- ---------- ----------- -----------
Income Before Taxes 458 (1,030) 3,844 3,272
Provision for Income Taxes 179 100 1,255 (5) 1,534
---------- ---------- ----------- -----------
Net Income $279 ($1,130) $2,589 $1,738
========== ========== =========== ===========
Earnings per common share and common
equivalent share $0.05 ($3.77) $0.16
Earnings per common share-assuming
full dilution $0.05 ($3.77) $0.16
See notes to pro forma condensed consolidated statement of operations.
</TABLE>
-11-
<PAGE> 13
PRATT & LAMBERT UNITED, INC. AND SUBSIDIARIES
NOTES TO THE PRO FORMA COMBINED CONDENSED
-----------------------------------------
STATEMENT OF OPERATIONS
-----------------------
The following adjustments have been made to reflect the pro forma recurring
effect of the transaction directly attributable to the agreement as if the
transaction were consummated on December 31, 1993:
1. To reflect negotiated volume discounts with vendors of its principal
raw materials.
2. To reflect the reduction of United Coatings' legal, accounting and
investment banking fees which would not have been incurred during 1994
had the transaction been consummated on December 31, 1993.
3. To reflect amortization expense for the following as required by
purchase accounting:
<TABLE>
<CAPTION>
Three Month
--------------
Period Ended
--------------
March 31,
--------------
1994
--------------
<S> <C>
Amortization of goodwill over an estimated life of 40
years $605,000
Amortization of write up of property over estimated
lives of 3 to 8 years 56,000
--------
$661,000
========
</TABLE>
4. To reflect increased interest expense because of additional long-term
debt levels necessary to consummate the transaction. Interest expense
is calculated using the interest rate (approximately 4.7%) for the
three month period ended March 31, 1994. Each 1/8% change in the rate
will effect net income by approximately $60,000 or approximately a
half a cent per share.
5. To reflect the income taxes associated with the change of United
Coatings' status from an S to a C corporation as well as the estimated
income tax effects of the recurring transactions described above, as
contemplated in the Merger Agreement.
6. To reflect the reversal of the United Coatings senior executive
deferred compensation agreement expense which would not have been
incurred during 1994 had the transaction been consummated on December
31, 1993.
-12-
<PAGE> 14
PART II. OTHER INFORMATION
- - ---------------------------
ITEM 5. OTHER INFORMATION
Please refer to the incorporation of certain information by reference and the
pro forma financial information in Part I on pages 10 through 12 relating to
the acquisition of United Coatings, Inc. by Pratt & Lambert, Inc.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
27 - Financial Data Schedule
(b) Reports on Form 8-K. There were no reports on Form 8-K filed for the three
months ended March 31, 1995.
-13-
<PAGE> 15
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.
PRATT & LAMBERT UNITED, INC.
--------------------------------
(Registrant)
Date May 12, 1995 "J. J. CASTIGLIA"
----------------------- --------------------------------
J. J. Castiglia
President
Date May 12, 1995 "J. R. BOLDT"
----------------------- --------------------------------
J. R. Boldt
Vice President - Finance
-14-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,969,000
<SECURITIES> 0
<RECEIVABLES> 80,595,000
<ALLOWANCES> 3,440,000
<INVENTORY> 71,081,000
<CURRENT-ASSETS> 160,000,000
<PP&E> 106,316,000
<DEPRECIATION> 59,534,000
<TOTAL-ASSETS> 313,452,000
<CURRENT-LIABILITIES> 94,420,000
<BONDS> 0
<COMMON> 134,000
0
0
<OTHER-SE> 139,891,000
<TOTAL-LIABILITY-AND-EQUITY> 313,452,000
<SALES> 109,894,000
<TOTAL-REVENUES> 109,894,000
<CGS> 81,612,000
<TOTAL-COSTS> 81,612,000
<OTHER-EXPENSES> 1,314,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,683,000
<INCOME-PRETAX> 2,671,000
<INCOME-TAX> 1,170,000
<INCOME-CONTINUING> 1,501,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,501,000
<EPS-PRIMARY> .14
<EPS-DILUTED> .14
</TABLE>
