<PAGE>
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
September 30, 1999
For Quarter Ended............................................on file No. 0-18677
DOMINGUEZ SERVICES CORPORATION
................................................................................
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0391161
................................................................................
(State of other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
21718 SOUTH ALAMEDA STREET, LONG BEACH, CALIFORNIA 90810
................................................................................
(Address of principal executive offices) (Zip Code)
(310) 834-2625
Registrant's telephone number, including area code..............................
................................................................................
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, and (2) has been subject to such filing
requirements for the past 90 days.
YES ________X________ NO _________________
(APPLICABLE ONLY TO CORPORATE ISSUERS):
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report. Common
stock (one class) - 1,560,979
<PAGE>
DOMINGUEZ SERVICES CORPORATION
INDEX
<TABLE>
<CAPTION>
PAGE NO.
<S> <C>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
(a) Consolidated Income Statement for the 3
Quarter Ended September 30, 1999
and 1998
(b) Consolidated Income Statement for the 4
Nine Months Ending September 30, 1999
and 1998
(c) Consolidated Income Statement for the 5
Twelve Months Ending September 30, 1999
and 1998
(d) Consolidated Balance Sheet as of 6
September 30, 1999 and Consolidated
Balance Sheet as of December 31, 1998
(e) Consolidated Statements of Cash Flows 7
for the Nine Months Ending
September 30, 1999 and 1998
(f) Capitalization and Stockholders' Equity 8
as of September 30, 1999
(g) Notes to Consolidated Financial 9
Statements
Item 2. Management's Discussion and Analysis of 10-15
Financial Condition and Results of Operation
PART II - OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 6. Exhibits and Reports on Form 8-K 16
Signature 16
</TABLE>
2
<PAGE>
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
Company or group of companies for which report is filed: Dominguez Services
Corporation, Dominguez Water Company, Antelope Valley Water Company, Kern
River Valley Water Company (Consolidating Kernville Domestic Water Company
and Arden Water Company), Redwood Valley Water Company and DSC Investments.
(a) Consolidated Income Statement (Unaudited) - Fiscal Quarter ending:
<TABLE>
<CAPTION>
For the For the
Quarter Ending Quarter Ending
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Operating revenue $8,274,112 $7,682,087
Costs and expenses
Operating expenses 6,918,733 6,800,686
Interest expenses 239,273 214,882
Total costs and expenses 7,158,006 7,015,568
Income from operations 1,116,106 666,519
Other income and deductions 53,781 183,081
Income before taxes on income 1,169,887 849,600
Provision for taxes on income 463,175 338,000
Income before extraordinary item 706,712 511,600
Extraordinary item, net of tax 20,896 --
---------- ----------
Net income applicable to common shares $ 685,816 $ 511,600
========== ==========
Earnings per common share (basic & diluted) $ 0.44 $ 0.34
Dividends per common share $ 0.2400 $ 0.2300
Average common shares outstanding, basic 1,560,979 1,506,512
Average common shares outstanding, diluted 1,563,840 1,507,500
</TABLE>
See accompanying notes to financial statements
3
<PAGE>
(b) Consolidated Income Statement (Unaudited) - Nine Months Ending:
<TABLE>
<CAPTION>
For the Nine Months For the Nine
Ending Months Ending
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Operating revenue $21,199,543 $19,285,778
Costs and expenses
Operating expenses 18,523,326 17,112,064
Interest expenses 726,746 652,775
Total costs and expenses 19,250,072 17,764,839
Income from operations 1,949,471 1,520,939
Other income and deductions 510,466 412,260
Income before taxes on income 2,459,937 1,933,199
Provision for taxes on income 953,225 772,000
Income before extraordinary item 1,506,712 1,161,199
Extraordinary item, net of tax 134,499 --
------------------ ------------------
Net income applicable to common shares $ 1,372,213 $ 1,161,199
================== ==================
Earnings per common share, basic $ 0.88 $ 0.77
Earnings per common share, diluted $ 0.87 $ 0.77
Dividends per common share $ 0.7200 $ 0.6900
Average common shares outstanding, basic 1,560,979 1,506,512
Average common shares outstanding, diluted 1,568,897 1,509,045
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
(c) Consolidated Income Statement (Unaudited) - Twelve Months Ending:
<TABLE>
<CAPTION>
For the Twelve For the Twelve
Months Ending Months Ending
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Operating revenue $27,180,900 $25,764,394
Costs and expenses
Operating expenses 24,105,925 22,949,439
Interest expenses 944,162 817,186
Total costs and expenses 25,050,087 23,766,625
Income from operations 2,130,813 1,997,769
Other income and deductions 750,504 637,163
Income before taxes on income 2,881,317 2,634,932
Provision for taxes on income 1,113,246 1,071,363
Income before extraordinary item 1,768,071 1,563,569
Extraordinary item, net of tax 633,020 --
------------------ ------------------
Net income applicable to common shares $ 1,135,051 $ 1,563,569
================== ==================
Earnings per common share (basic and diluted) $ 0.73 $ 1.04
Dividends per common share $ 0.95 $ 0.9075
Average common shares outstanding, basic 1,547,362 1,506,512
Average common shares outstanding, diluted 1,557,379 1,509,781
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
(d) Consolidated Balance Sheet (Unaudited)
<TABLE>
<CAPTION>
As of As of
September 30, 1999 December 31, 1998
------------------ ------------------
<S> <C> <C>
ASSETS
Plant and equipment $ 70,490,696 $67,894,203
Depreciation allowance (26,008,475) (23,949,485)
------------ -----------
Net utility plant 44,482,221 43,944,718
Construction work in progress 3,397,090 791,623
Non-utility property 148,178 564,489
Current and accrued assets 6,220,747 4,837,702
Deferred debits 2,192,633 2,215,195
------------ -----------
$ 56,440,869 $52,353,727
============ ===========
LIABILITIES
Capital stock:
Common - par value $1 per share
Outstanding 1,560,979 shares $ 1,560,979
Outstanding 1,506,512 shares $ 1,506,512
Surplus:
Capital surplus 2,873,877 2,005,352
Earnings retained in business 12,616,455 12,368,147
------------ -----------
Total capital 17,051,311 15,880,011
------------ -----------
Long-term debt:
First mortgage bonds 9,000,000 9,000,000
Other notes 3,037,622 2,216,958
------------ -----------
Total long-term debt 12,037,622 11,216,958
------------ -----------
Current portion long-term 56,000 56,000
debt
Interim debt -- 450,000
Current and accrued liabilities 6,373,415 5,204,133
Deferred taxes 4,445,471 4,319,246
Advances for construction 5,543,581 5,655,529
Contributions in aid of construction 6,208,551 6,219,620
Deferred credits 4,724,918 3,352,230
------------ -----------
$ 56,440,869 $52,353,727
============ ===========
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
(e) Consolidated Statements of Cash Flow (Unaudited)
<TABLE>
<CAPTION>
For the Nine For the Nine
Months Ending Months Ending
September 30, 1999 September 30, 1998
------------------ ------------------
<S> <C> <C>
Cash Flow from Operating Activities:
Net income $ 1,372,213 $ 1,161,199
Adjustments to reconcile net income to net cash
provided by operation activities:
Depreciation and amortization 1,171,978 1,092,055
Deferred income tax and ITC 126,225 126,345
Change in assets and liabilities:
Customers receivable (798,893) (357,993)
Other receivable (543,177) 50,511
Materials and supplies 9,000 6,000
Accounts payable 269,652 567,444
Income taxes payable 167,094 94,169
Deferred credits 1,395,250 742,499
Other 1,672,817 (156,049)
----------- -----------
Net Cash Provided by Operating Activities 4,842,159 3,326,180
----------- -----------
Cash Flows from Investing Activities:
Capital expenditures (2,705,892) (3,706,876)
----------- -----------
Net Cash used for Investing Activities (2,705,892) (3,706,876)
----------- -----------
Cash Flows from Financing Activities:
Proceeds (repayment) from contributions in
aid of construction & advances (123,017) 47,647
Repayment of long-term debt (115,990) (39,089)
Dividends paid (1,123,905) (1,039,490)
Payoff interim debt (450,000) --
----------- -----------
Net Cash used by Financing Activities (1,812,912) (1,030,932)
----------- -----------
Net Increase (Decrease) in Cash $ 323,355 ($1,411,628)
Cash at Beginning of Year 708,764 2,137,339
----------- -----------
Cash at End of Year $ 1,032,119 $ 725,711
=========== ===========
</TABLE>
See accompanying notes to financial statements
7
<PAGE>
(f) Capitalization and Stockholders' Equity (Unaudited)
<TABLE>
<CAPTION>
As of
September 30, 1999
------------------
<S> <C>
Debt:
Long-term debt $ 12,093,622
Current sinking fund requirements (56,000)
------------
Total debt maturing in more than twelve months $ 12,037,622
============
</TABLE>
<TABLE>
<CAPTION>
Stockholders' equity: Shares
issued or
outstanding Amount
----------- ----------
<S> <C> <C> <C>
Common stock $1 par value 1,560,979 $ 1,560,979
Capital in excess of par value 2,873,877
Retained earnings:
Balance at beginning of current fiscal year $12,368,147
Net income 1,372,213
Cash dividends:
Common stock @ $0.72 (1,123,905)
-----------
Balance at end of interim period 12,616,455
-----------
Total stockholders' equity $17,051,311
===========
</TABLE>
See accompanying notes to financial statements.
8
<PAGE>
(g) Notes to Consolidated Financial Statements (Unaudited)
1. In the opinion of management, information furnished herein
reflects adjustments necessary for a fair presentation of the
financial position and results of operations for the interim
periods.
2. Business Segments: The following table lists the profit and
assets for each segment of the Company:
<TABLE>
<CAPTION>
Nine months ended Regulated Non-regulated Other Total
----------------- --------- ------------- ----- -----
<S> <C> <C> <C> <C>
September 30, 1999
Operating revenue $ 21,119,543 -- -- $ 21,199,543
Extraordinary item, net of tax* -- -- (134,499) (134,499)
Other income 232,032 574,746 -- 806,778
Segment net income 1,250,235 256,477 (134,499) 1,372,213
Segment assets 55,413,850 1,027,019 -- 56,440,869
September 30, 1998
Operating revenue $ 19,285,778 -- $ 19,285,778
Other income 191,621 419,408 -- 611,029
Segment net income 967,425 193,774 -- 1,161,199
Segment assets 53,406,198 403,059 -- 53,809,257
</TABLE>
* See Merger Agreement in Item 2 below for explanation of "extraordinary item."
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operation.
Dominguez Services Corporation (the Company) has two wholly-owned
subsidiaries: Dominguez Water Company and its operating subsidiaries
(Dominguez), which are involved in regulated water supply and
distribution, and DSC Investments, which is involved in non-regulated,
water-related services and investments.
FORWARD LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 (the "Act")
provides a "safe harbor" for forward-looking statements to encourage
registrants to provide prospective information about their companies
without fear of litigation so long as the statements are identified as
forward-looking and are accompanied by meaningful, cautionary
statements identifying important factors that could cause actual
results to differ materially from those projected in the statement.
Words such as "estimates," "expects," "anticipates," "plans,"
"believes," "projects," and similar expressions identify
forward-looking statements.
Certain statements in this Form 10-Q are forward-looking and, as such,
involve risk and uncertainty. Uncertainties arise from management
estimates about weather, environmental issues, legal contingencies and
other matters which management cannot predict or are outside of their
control, such as Y2K compliance by the Company's vendors. Actual
results may vary from those projected or implied. This Form 10-Q should
be read in conjunction with the Company's 1998 Annual Report on Form
10-K which includes: consolidated financial statements and footnote
disclosures prepared in accordance with generally accepted accounting
principles; management's discussion and analysis of financial condition
and results of operations; and a detailed description of the Company's
business.
MERGER AGREEMENT
As previously announced, on November 13, 1998, the Company executed an
Agreement and Plan of Reorganization (the Merger Agreement) to merge
with California Water Service Group (CWSG). On March 22, 1999, the
Company and CWSG executed an amendment to the Merger Agreement, which
provides that each share of the Company's common stock will be
converted into the right to receive a number of CWSG common shares
which is intended to provide $33.75 of value for each of the Company's
shares. The amendment to the Merger Agreement also provides that the
minimum and maximum conversion ratios will be 1.25 and 1.49 CWSG shares
for each Company share.
10
<PAGE>
On April 7, 1999, the Company mailed the proxy prospectus to
shareholders of record at the close of business on March 16, 1999. At a
Special Meeting of Shareholders held on May 12, 1999, the Merger
Agreement was approved.
On February 5, 1999, the Company's regulated water company (Dominguez)
and CWSG's regulated utility (Cal Water) filed a joint application the
California Public Utilities Commission (CPUC) requesting its approval
for the proposed merger. In May a preliminary hearing was held and a
schedule was set calling for the CPUC Staff to issue its report in mid
October and for evidentiary hearings to begin November 1, 1999.
On October 12, 1999 Staff issued its report ("Staff Report") opposing
Dominguez' merger with Cal Water. The Staff Report asserts that
Dominguez' ratepayers will bear the risk of higher costs associated
with the write up in rate base with no substantial benefits. However,
the Staff Report did not take into consideration Cal Water's guarantee
that Dominguez customers' rates will never increase as a result of the
merger. Under the guarantee, if higher merger costs are not offset by
lower operating costs, a permanent adjustment is recorded to reduce
operating costs to eliminate any rate impact. The Company and Cal Water
continue to believe that the merger is in the best interest of their
ratepayers, and the proposed guarantee, if needed, serves to protect
the ratepayers.
Evidentiary hearings scheduled for November 1, 1999 have been continued
and are expected to resume November 15, 1999. At that time, the Company
and the CPUC Staff will have the opportunity to present their arguments
before the CPUC Administrative Law Judge (ALJ). The ALJ is then
scheduled to issue a proposed decision in December. The Commission will
then consider the ALJ's proposed decision and issue its final decision,
expected in January 2000.
Merger expenses for the first nine months of 1999 recorded as
"extraordinary item" totaled $224,165, or $134,499 net of tax effect.
Expenses associated with the merger recorded as "extraordinary item"
for the year ended 1998 totaled $814,000, or $499,000 net of tax
effect.
RESULTS OF OPERATIONS
For the quarter ended September 30, 1999, earnings per share were
$0.44, compared to $0.34 in the same period in 1998. Revenues for the
quarter ended September 30, 1999, were $8,274,112 and net income was
$685,816, compared to revenues of $7,682,087 and net income of $511,600
for the same period last year.
11
<PAGE>
Basic and diluted earnings per share for the first nine months of 1999
were $0.88 and $0.87 respectively, which compared with $0.77 for both
basic and diluted earnings per share for the same period last year.
Revenues for the nine months ended September 30, 1999, were $21,199,543
and net income was $1,372,213, compared to revenues of $19,285,778 and
net income of $1,161,199 for the same period last year.
For the twelve months ended September 30, 1999, earnings per share were
$.73, compared to $1.04 in the same period in 1998. Revenues for the
twelve months ended September 30, 1999 were $27,180,900 and net income
was $1,135,051, compared to revenues of $25,764,394 and net income of
$1,563,569 for the same period last year.
Water sales for the first nine months of the year increased by 11.9%
from the same period last year. Revenues increased by 9.9%, or
$1,914,000. The Redwood Valley Water Company joined Dominguez at the
beginning of the year and recorded $506,000 in revenue for the first
nine months of the year.
Dominguez South Bay purchased 16,829 acre feet of water during the nine
months ended September 30, 1999, an increase of 16.4% from the 14,463
acre feet purchased during the same period last year. Water costs for
Dominguez South Bay increased 15.2% during the nine months ended
September 30, 1999 as compared to the same period last year. Purchased
water increased during the beginning part of the year as several wells
were not producing at their full capacity. A new well will be placed in
production in November, increasing Dominguez South Bay the capacity to
pump all of its water rights.
REGULATORY AFFAIRS
The Company requested authorization from the CPUC to increase rates for
its South Bay, Kern River Valley, and Antelope Valley service areas.
The Company has reached a settlement with CPUC staff and expects final
authorization by mid-December 1999. Rate increases will become
effective in January 2000 and are expected to generate additional
revenues of approximately $1,420,000 in 2000, $330,000 in 2001, and
$110,000 in 2002.
WATER QUALITY
Dominguez is subject to water quality regulations promulgated by the
United States Environmental Protection Agency (EPA) and the California
Department of Health Services (DHS). Both groundwater and purchased
water are subject to extensive analysis. With occasional minor
exceptions, the Company meets all current primary drinking water
standards.
12
<PAGE>
Dominguez is subject to other applicable environmental regulations
related to the handling, storage and disposal of hazardous materials.
Dominguez is currently in compliance with all such regulations.
WATER SUPPLY
As of May 1, 1999, the water supply outlook is excellent. California
State Water Project (SWP) reservoirs are at levels that allow the SWP
to supply 100% of the contractor requests for 1999. The Metropolitan
Water District has not yet indicated if a full complement of Colorado
River Water is available. Dominguez expects an ample supply of imported
water to be available for reminder of 1999.
Dominguez expects recycled water to be available in its South Bay area
by the end of 1999. Over the next several years, Dominguez anticipates
converting industrial and irrigation users to recycled water. Margins
on recycled water sales will be equal to those of replaced potable
sales.
SALE OF CSC
On December 20, 1996, DSC Investments, the non-regulated subsidiary of
the Company, invested $350,000 in Chemical Services Company (CSC) to
acquire a 20% equity ownership interest with the option to acquire an
additional 40% over the next five years. In April 1999, the Company
notified CSC that the Company did not intend to exercise its option to
acquire an additional equity ownership in CSC. Furthermore, the Company
sold back to the principals of CSC the Company's 20% equity ownership
in CSC, which resulted in a gain of $120,000.
YEAR 2000 UPDATE
READINESS: The Company established earlier this year a Year 2000 (Y2K)
team to assess Y2K preparedness issues and ensure Y2K business system
compliance. Additionally, the Company has developed and is in the
process of implementing a long-range technology plan that includes
computer system assessments and upgrades.
Generally, all major information systems and technology are centralized
at the Company's South Bay headquarters. Several years ago, the Company
transitioned from a central mini computer with "dumb" terminals to
personal computers and function-specific servers integrated via a local
area network. To date, this transition has progressed to the current
fully integrated system, which includes customer billing, accounting,
human resources, well monitoring, and electronic mail throughout all
the Company's locations.
13
<PAGE>
The Company's Information Systems department has inventoried its
various software programs and obtained Y2K compliance letters from all
of its software vendors.
Lastly, the Company has identified and is in the process of contacting
suppliers and vendors with whom it has a material business relationship
in order to assess their Y2K preparedness, as well as obtain compliance
letters from them. The purpose of these contacts is to determine that
suppliers and vendors will not encounter Y2K problems that may disrupt
the Company's business processes. To date, the Company is in the
process of obtaining Y2K compliance assurances from its two major
suppliers, the Metropolitan Water District of Southern California and
Southern California Edison, and is working to resolve all other
outstanding vendor-supplier issues. The Company has also surveyed all
of its operating districts to assess specific needs within each
district.
COSTS: To date, Y2K preparedness costs have been immaterial.
Additionally, neither information systems nor other technology projects
have been deferred as a result of Y2K efforts.
RISKS: OPERATIONS. The greatest risk posed by Y2K is the interruption
of Dominguez' primary water supply source. This may occur as a result
of wholesale suppliers (i.e. Metropolitan Water District) being unable
to provide water to Dominguez or power sources being unavailable for
Dominguez to operate its wells. Another risk Dominguez may encounter is
that it may not be able to generate customer bills if the power sources
are not available. At this time, the Company is unable to estimate the
potential financial impacts of the risk scenarios described, which
could be material.
LEGAL. The Company is evaluating the increased risk of litigation due
to potential Y2K problems and its insurance policies to determine if
additional actions and insurance coverage are warranted.
CONTINGENCY PLANS: The Company has prepared contingency plans for all
of its districts to ensure continued water service to customers in the
event primary water sources are interrupted. In all districts Company
maintains portable auxiliary power generators, which can supply power
to operate wells for a limited time in the event that the primary power
source is interrupted.
The Company is also in the process of identifying high profile water
customers such as hospitals and preparing contingency plans for
continued water service for those customers in the event of a Y2K
disruption.
Staffing and emergency procedures have been addressed and plans have
been put into place. The Company's formal contingency plan was filed
with the CPUC on July 1, 1999.
14
<PAGE>
STRATEGIC GROWTH PLAN
At the beginning of the year, the Company completed the purchase of two
previously announced northern California acquisitions, the Lucerne
Water Company and the Armstrong and Rancho del Paradiso Water
Companies. These acquisitions have been folded into the Company's
newest operating subsidiary, Redwood Valley Water Company, which will
provide the infrastructure needed for the Company's continued growth
and expansion in northern California.
In August, the Company completed the acquisition of Hawkins Water
Service, a 52-customer system, which was integrated into Redwood Valley
Water Company's operation. The Company has also received approval from
the CPUC to acquire Coast Springs Water Company, with 237 customers,
and expects to close the transaction in the fourth quarter.
The Company has signed letters of intent to acquire Geyserville Water
Works, a 292 customers system in northern California, and Mullen Water
Company, with 43 customers in the Kern River Valley service area.
DIVIDEND INCREASED
The Board of Directors has declared the Company's 147th consecutive
quarterly dividend at $0.24 per share on common stock to be paid on
December 15, 1999, to shareholders of record as of December 1, 1999.
15
<PAGE>
PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS - No legal proceedings have been filed against the
registrant that have not been previously reported.
Item 6. OTHER
An 8-K report was not required for either.
1. Material unusual charges or credits to income during the most
recently completed fiscal quarter, or
2. A change in independent accountants during the period.
The information furnished reflects all adjustments which, in the
opinion of management, are necessary to the fair statement of the
results of the interim periods.
DOMINGUEZ SERVICES CORPORATION
Date: November 12, 1999 By: /s/ John S. Tootle
----------------- ----------------------
John S. Tootle
CFO, Vice-President Finance
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND CONSOLIDATED INCOME STATEMENT FOR THE PERIOD
ENDING SEPTEMBER 30, 1999.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 1,032,119
<SECURITIES> 0
<RECEIVABLES> 3,506,599
<ALLOWANCES> (350,482)
<INVENTORY> 21,244
<CURRENT-ASSETS> 6,220,747
<PP&E> 70,479,571
<DEPRECIATION> 26,008,475
<TOTAL-ASSETS> 56,440,869
<CURRENT-LIABILITIES> 6,429,415
<BONDS> 12,037,622
0
0
<COMMON> 1,560,979
<OTHER-SE> 15,490,332
<TOTAL-LIABILITY-AND-EQUITY> 56,440,869
<SALES> 20,007,623
<TOTAL-REVENUES> 21,199,543
<CGS> 11,584,939
<TOTAL-COSTS> 18,523,326
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 726,746
<INCOME-PRETAX> 2,459,935
<INCOME-TAX> 953,225
<INCOME-CONTINUING> 1,506,710
<DISCONTINUED> 0
<EXTRAORDINARY> 134,499
<CHANGES> 0
<NET-INCOME> 1,372,211
<EPS-BASIC> 0.88
<EPS-DILUTED> 0.87
</TABLE>
