UNITED STATES
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, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-10219
VULCAN INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-0810265
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
300 Delaware Avenue, Suite 1704, Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
(302) 427-5804
(Registrant's telephone number, including area code)
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
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Outstanding shares of no par value common stock at September 30, 1996:
1,182,344 shares
<PAGE>
VULCAN INTERNATIONAL CORPORATION
INDEX
PAGE
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets 1
Condensed Consolidated Statements of Income 2
Condensed Consolidated Statements of Cash Flows 3
Schedule Supporting Net Income Per Common Share
and Dividends Per Common Share 4
Notes to Condensed Consolidated Financial
Statements 5-6
Independent Accountant's Report 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-9
Part II - OTHER INFORMATION
Item 1. Legal Proceedings 10
Item 6. Exhibits and Reports on Form 8-K 10
Signature Page 11
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
UNAUDITED
<S> <C> <C>
-ASSETS-
CURRENT ASSETS:
Cash $ 554,821 1,136,553
Marketable securities (At fair
market value-
September 30, 1996 and December 31,
1995; cost $3,756,586) 21,739,216 18,423,949
Accounts receivable 3,201,706 2,767,804
Inventories 897,128 1,071,952
Prepaid expense 43,754 35,053
Refundable federal income tax 17,920 189,651
---------- ----------
TOTAL CURRENT ASSETS 26,454,545 23,624,962
---------- ----------
PROPERTY, PLANT AND EQUIPMENT-at cost 19,271,821 19,553,473
Less-Accumulated depreciation and
depletion 16,113,850 16,702,292
---------- ----------
NET PROPERTY, PLANT AND EQUIPMENT 3,157,971 2,851,181
---------- ----------
INVESTMENT IN JOINT VENTURE 562,303 671,700
---------- ----------
MARKETABLE SECURITIES (At fair market
value-September 30, 1996 and December 31,
1995; cost $2,623,283) 21,997,129 21,255,653
---------- ----------
DEFERRED CHARGES AND OTHER ASSETS 2,745,642 2,673,332
---------- ----------
TOTAL ASSETS $54,917,590 51,076,828
========== ==========
-LIABILITIES AND SHAREHOLDERS' EQUITY-
CURRENT LIABILITIES:
Notes payable-bank $ 2,370,000 2,175,000
Deferred income tax 5,924,532 4,786,941
Other 1,354,249 1,446,668
---------- ----------
TOTAL CURRENT LIABILITIES 9,648,781 8,408,609
---------- ----------
DEFERRED INCOME TAX 6,749,434 6,503,731
---------- ----------
OTHER LIABILITIES - 23,609
---------- ----------
COMMITMENTS AND CONTINGENCIES - -
MINORITY INTEREST IN PARTNERSHIP 36,415 35,391
---------- ----------
SHAREHOLDERS' EQUITY:
Capital stock 315,999 315,999
Additional paid-in capital 4,333,543 4,283,961
Retained earnings 23,242,041 22,796,484
Net unrealized holding gain 24,655,266 21,977,823
---------- ----------
52,546,849 49,374,267
Less-Common stock in treasury-at cost 14,063,889 13,268,779
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 38,482,960 36,105,488
---------- ----------
TOTAL LIABILITIES
AND SHAREHOLDERS' EQUITY $54,917,590 51,076,828
========== ==========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
</TABLE>
-1-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
UNAUDITED
<CAPTION>
For the nine months ended For the three months ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
REVENUES:
Net sales $11,635,032 12,248,727 3,977,703 4,032,366
Dividends 1,133,029 1,125,569 378,551 378,066
---------- ---------- --------- ---------
TOTAL REVENUES 12,768,061 13,374,296 4,356,254 4,410,432
---------- ---------- --------- ---------
COST AND EXPENSES:
Cost of sales 10,652,702 13,150,050 3,538,614 4,278,978
General and
administrative 1,503,081 1,574,740 465,118 498,399
Interest expense 111,142 73,620 38,691 37,577
---------- ---------- --------- ---------
TOTAL COST AND
EXPENSES 12,266,925 14,798,410 4,042,423 4,814,954
---------- ---------- --------- ---------
EQUITY IN JOINT
VENTURE INCOME
AND MINORITY
INTEREST 387,083 819,767 69,184 270,286
---------- ---------- --------- ---------
INCOME (LOSS)
BEFORE GAIN ON
SALE OF ASSETS 888,219 (604,347) 383,015 (134,236)
NET GAIN ON SALE OF
MARKETABLE
SECURITIES - 135,405 - 52,000
NET GAIN ON SALE OF
PROPERTY AND
EQUIPMENT 494,196 572,125 35,106 77,429
--------- ---------- --------- ---------
INCOME (LOSS) BEFORE
INCOME TAXES 1,382,415 103,183 418,121 (4,807)
INCOME TAX PROVISION
(BENEFIT) 216,532 9,123 58,540 (4,766)
---------- ---------- --------- ---------
NET INCOME
(LOSS) $ 1,165,883 94,060 359,581 (41)
========== ========== ========= =========
NET INCOME PER
COMMON SHARE $ .97 .07 .30 .00
========== ========== ========= =========
DIVIDENDS PER
COMMON SHARE $ .60 .60 .20 .20
========== ========== ========= =========
The accompanying notes to condensed consolidatd financial statements are an
integral part of these statements.
</TABLE>
-2-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the nine months ended
UNAUDITED
<CAPTION>
SEPTEMBER 30, SEPTEMBER 30,
1996 1995
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from customers $ 11,206,059 11,710,917
Cash paid to suppliers and employees (11,696,137) (14,516,734)
Dividends received 1,133,029 1,125,569
Interest paid (112,636) (66,815)
Income tax refunds 194,199 -
Income tax payments (235,000) -
---------- ----------
NET CASH FLOWS FROM OPERATING
ACTIVITIES 489,514 (1,747,063)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of marketable
securities - 326,292
Proceeds from sale of property and
equipment 626,436 654,251
Purchase of property and equipment (913,240) (307,417)
Collections on notes receivable 53,410 41,271
Other (2,497) (64,179)
Distribution from joint venture 500,000 1,225,000
--------- ---------
NET CASH FLOWS FROM INVESTING
ACTIVITIES 264,109 1,875,218
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds under credit agreements 195,000 990,000
Purchase of treasury shares (810,028) (1,292,916)
Cash dividends paid (720,327) (751,581)
--------- ---------
NET CASH FLOWS FROM FINANCING
ACTIVITIES (1,335,355) (1,054,497)
--------- ---------
DECREASE IN CASH AND CASH EQUIVALENTS (581,732) (926,342)
CASH AND CASH EQUIVALENTS AT BEGINNING OF
PERIOD 1,136,553 1,126,952
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 554,821 200,610
========= =========
RECONCILIATION OF NET INCOME TO
NET CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,165,883 94,060
Adjustments-
Depreciation and amortization 478,113 504,048
Deferred income taxes 4,000 (46,664)
Equity in joint venture income and
minority interest (387,083) (819,767)
Net gain on sale of property and
marketable securities (494,196) (707,530)
Compensation paid with treasury shares 64,500 52,125
Increase in accounts receivable (428,973) (537,810)
(Increase) decrease in inventories 174,824 (423,152)
Increase (decrease) in accounts
payable, accrued expenses and other
assets (87,554) 137,627
--------- ---------
NET CASH FLOWS FROM OPERATING
ACTIVITIES $ 489,514 (1,747,063)
========= =========
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
</TABLE>
-3-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
<TABLE>
VULCAN INTERNATIONAL CORPORATION
SCHEDULE SUPPORTING NET INCOME PER COMMON SHARE
AND DIVIDENDS PER COMMON SHARE
UNAUDITED
EXHIBIT 1
<CAPTION>
For the nine months ended For the three months ended
September 30, September 30, September 30, September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
a) Net income $1,165,883 94,060 359,581 (41)
b) Dividends on
preferred
shares 2,969 2,969 992 992
--------- --------- --------- ---------
c) Net income
attributable
to common
shares $1,162,914 91,091 358,589 (1,033)
========= ========= ========= =========
d) Cash dividends
on common
shares 717,358 748,612 236,471 244,694
========= ========= ========= =========
Weighted Average
Shares:
e) Common shares
issued 1,999,512 1,999,512 1,999,512 1,999,512
f) Common treasury
shares 803,144 748,307 814,836 772,974
--------- --------- --------- ---------
g) Common shares
outstanding 1,196,368 1,251,205 1,184,676 1,226,538
========= ========= ========= =========
h) Income per
common share
(c/g) $ .97 .07 .30 .00
i) Dividends per
common share $ .60 .60 .20 .20
The accompanying notes to condensed consolidated financial statements are an
integral part of these statements.
</TABLE>
-4-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 1996
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. It is the
understanding of Registrant that clean-up at the site involves treatment
of contaminated soil and ground water. The Registrant is contesting
all liability. There may be other potential clean-up liability at other
sites of which the Registrant has no specific knowledge.
The Registrant's partner, Brunswick Bowling and Billiard Corporation
(Brunswick),in its Joint Venture has made assertions against the Registrant
in connection with bowling pins bases (bases) manufactured by the Registrant
and supplied to the Joint Venture. Brunswick asserts that defective bases
were supplied to the Joint Venture and that they should be reimbursed by the
Registrant for their costs to replace the affected bases as well as other
losses arising from such base defects. The Registrant denies any liability
related to the replaced bases and it is the Registrant's position that, if
the materials were defective, the claims should be made against the supplier
of the raw materials used to produce the bases. The Registrant intends to
vigorously contest any claims in connection with this matter.
The accompanying condensed consolidated financial statements reflect all
adjustments that are, in the opinion of management, necessary to reflect a
fair presentation of financial position, results of operations and cash flows
for the interim periods.
There were no securities of the Registrant sold by the Registrant during the
nine months ended September 30, 1996, that were not registered under the
Securities Act of 1933, in reliance upon an exemption from registration
provided by Section 4(2) of the Act.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
-5-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 1. Financial Statements.
VULCAN INTERNATIONAL CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the nine months ended September 30, 1996
(Continued)
<TABLE>
INVENTORIES
<CAPTION>
September 30, December 31,
1996 1995
UNAUDITED
<S> <C> <C>
Inventories consisted of:
Finished goods $369,608 498,630
Work in process 326,464 213,496
Raw materials 201,056 359,826
------- ---------
Total inventories $897,128 1,071,952
======= =========
</TABLE>
REVIEW BY INDEPENDENT ACCOUNTANTS
The condensed consolidated financial statements at September 30, 1996, and for
the nine-month and the three-month periods then ended have been reviewed,
prior to filing, by the Registrant's independent accountants, J.D. Cloud &
Co. P.L.L., whose report covering their review of the financial statements
is included in this report.
-6-
<PAGE>
INDEPENDENT ACCOUNTANT'S REPORT
To the Board of Directors
Vulcan International Corporation
Wilmington, Delaware
We have reviewed the accompanying condensed consolidated balance sheet of
Vulcan International Corporation and subsidiaries as of September 30, 1996,
and the related condensed consolidated statements of income and cash flows
for the nine-month and three-month periods ended September 30, 1996 and 1995.
These financial statements are the responsibility of the Company's management.
We conducted our review in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying condensed consolidated financial statements
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of Vulcan International Corporation
and subsidiaries as of December 31, 1995, and the related consolidated
statements of income, shareholders' equity, and cash flows for the year then
ended (not presented herein); and in our report dated February 10, 1996, we
expressed an unqualified opinion on those consolidated financial statements.
In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1995, is fairly stated, in all
material respects, in relation to the consolidated balance sheet from which
it has been derived.
J.D. Cloud & Co. P.L.L.
Certified Public Accountants
Cincinnati, Ohio
October 29, 1996
-7-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Net sales revenue for the nine-month period ended September 30, 1996,
decreased $613,695 or 5.0% over the corresponding period in 1995 due
principally to a lower sales volume in the shoe products division resulting
from the elimination by the Company in April 1996 of the manufacture of
non-military heels and soles for shoe manufacturers. Cost of sales decreased
$2,497,348 or 19.0% during the nine-month period due principally to
decreased costs in the shoe products division. Net sales revenue for
the third quarter of 1996 decreased $54,663 or 1.4% and cost of sales
decreased $740,364 or 17.3% compared to the corresponding quarter in 1995
due principally to lower sales in the shoe products division, resulting from
the elimination by the Company in April 1996 of the manufacture of non-
military heels and soles for shoe manufacturers, and decreased costs in the
shoe products division as mentioned above.
General and administrative expenses decreased $71,659 or 4.6% in the nine-
month period ended September 30, 1996, as compared to the corresponding nine-
month period in 1995 due principally to cost savings in connection with a
reduction in the Company's sales force. General and administrative expenses
for the third quarter of 1996 decreased $33,281 or 6.7% compared to the
corresponding quarter in 1995 due to cost savings in connection with a
reduction in the Company's sales force.
Interest expense for the nine-month period ended September 30, 1996, increased
$37,522 due to increased borrowings. Interest expense for the third quarter
of 1996 increased $1,114 compared to the corresponding quarter in 1995.
There were no realized gains on marketable securities for the nine months
ended September 30, 1996, as compared to $135,405 in the same period in 1995
and $52,000 for the quarter ended September 30, 1995.
Gains on the sale of property and equipment were $494,196 for the nine-month
period ended September 30, 1996, as compared to $572,125 for the
corresponding period in 1995. The 1996 gains are primarily due to timber
sales and sales of equipment in the Shoe Products Division. The 1995 gain
was substantially the result of the sale of the land and buildings in
Blanchester, Ohio, and timber. Gains on the sale of property and equipment
were $35,106 in the third quarter of 1996 as compared to $77,429 in the third
quarter of 1995, due primarily to timber sales and sales of equipment in the
Shoe Products Division.
The Company has a 50% interest in a joint venture, Vulcan Brunswick Bowling
Pin Company (VBBPC) which manufactures bowling pins in Antigo, Wisconsin,
for Brunswick and the Company. The Company received cash distributions of
$500,000 from VBBPC during the nine months ended September 30, 1996.
Distributions of $1,225,000 were received during the corresponding period in
1995.
-8-
<PAGE>
PART I - FINANCIAL INFORMATION
(Continued)
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
(Continued)
<TABLE>
Summarized income statement information for VBBPC consists of the following:
<CAPTION>
Nine Months Ended September 30, Three Months ended September 30,
1996 1995 1996 1995
<S> <C> <C> <C> <C>
Net sales $10,202,174 12,786,250 3,097,729 4,445,580
Costs and
expenses 9,420,968 11,143,692 2,957,315 3,904,029
---------- ---------- --------- ---------
Net income $ 781,208 1,642,558 140,414 541,551
========== ========== ========= =========
Company's 50%
equity in
net income $ 390,603 821,279 70,207 270,776
========== ========== ========= =========
</TABLE>
In January 1996, the Registrant announced plans to permanently lay off
approximately 65% of its Rubber Division workforce in Clarksville, Tennessee.
The Registrant, in accordance with its previously announced workforce
reduction, began laying off personnel in late March, 1996. The Registrant
will no longer produce heels and soles, except for military orders. The
Registrant will continue to produce other rubber and foam products at the
Clarksville facility. There is not expected to be any significant change in
assets as a result of this downsizing. The Registrant does not expect to
incur significant costs resulting from this reduction in its product line and
workforce.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant's cash requirements during the third quarter of 1996 were
funded in part through earnings and noncash charges such as depreciation and
amortization and from the sale of timber and equipment. The proceeds from
these transactions were used to purchase property and equipment and to
repurchase treasury shares. The Registrant expects to continue, when
necessary, to use short-term borrowings to meet cash requirements not fully
provided by earnings, depreciation and amortization. During the period
ended September 30, 1996, 32,528 shares of treasury stock were acquired for
$810,028 by the use of cash from operations. There were approximately
$53,000 of commitments for capital expenditures as of September 30, 1996.
-9-
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
The Registrant has been advised that it is a potentially responsible party,
together with 18 other parties, with regard to the Resolve, Inc. Superfund
Site, located in North Dartmouth, Massachusetts, with potential joint and
several liability of $5.7 million. The Resolve site was a waste chemical
reclamation facility. The environmental problem at the site involves soil
contamination including, particularly, PCB contaminants. It is the
understanding of Registrant that clean-up at the site involves treatment of
contaminated soil and ground water. The Registrant is contesting all
liability. There may be other potential clean-up liability at other sites
of which the Registrant has no specific knowledge.
The Registrant's partner, Brunswick Bowling and Billiard Corporation
(Brunswick), in its Joint Venture has made assertions against the Registrant
in connection with bowling pin bases (bases) manufactured by the Registrant
and supplied to the Joint Venture. Brunswick asserts that defective bases
were supplied to the Joint Venture and that they should be reimbursed by the
Registrant for their costs to replace the affected bases as well as other
losses arising from such base defects. The Registrant denies any liability
related to the replaced bases and it is the Registrant's position that, if
the materials were defective, the claims should be made against the supplier
of the raw materials used to produce the bases. The Registrant intends to
vigorously contest any claims in connection with this matter.
The Registrant and its subsidiaries are party to other litigation matters and
claims which are normal in the course of operations. While the results of
litigation and claims cannot be predicted with certainty, based on advice of
counsel, the Registrant believes that the final outcome of such matters will
not have a materially adverse effect on its consolidated financial condition.
Item 6. Exhibits and Reports on Form 8-K.
The Registrant was not required to file Form 8-K for the quarter ended
September 30, 1996.
-10-
<PAGE>
PART II - OTHER INFORMATION
(Continued)
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.
VULCAN INTERNATIONAL CORPORATION
November 4, 1996 By: Benjamin Gettler
Date Chairman of the Board, President
and Chief Executive Officer
November 4, 1996 By: Vernon E. Bachman
Date Vice President, Secretary-Treasurer
and Principal Accounting Officer
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION OF VULCAN INTERNATIONAL
CORPORATION. THIS INFORMATION IS SUMMARIZED FROM THE QUARTERLY REPORT ON
FORM 10Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996.
</LEGEND>
<CIK> 0000848446
<NAME> VULCAN INTERNATIONAL
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 554,821
<SECURITIES> 21,739,216
<RECEIVABLES> 3,172,525
<ALLOWANCES> 284,103
<INVENTORY> 897,128
<CURRENT-ASSETS> 26,454,545
<PP&E> 19,271,821
<DEPRECIATION> 16,113,850
<TOTAL-ASSETS> 54,917,590
<CURRENT-LIABILITIES> 9,648,781
<BONDS> 0
0
66,060
<COMMON> 249,939
<OTHER-SE> 38,166,961
<TOTAL-LIABILITY-AND-EQUITY> 54,917,590
<SALES> 11,635,032
<TOTAL-REVENUES> 12,768,061
<CGS> 10,652,702
<TOTAL-COSTS> 10,652,702
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 62,151
<INTEREST-EXPENSE> 111,142
<INCOME-PRETAX> 1,382,415
<INCOME-TAX> 216,532
<INCOME-CONTINUING> 1,165,883
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,165,883
<EPS-PRIMARY> .97
<EPS-DILUTED> .97
</TABLE>
